THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Transcription

1 Notice of Annual General Meeting THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other professional adviser authorised under the Financial Services and Markets Act If you have sold or otherwise transferred all of your ordinary shares in Hogg Robinson Group plc, please pass this document together with the accompanying Form of Proxy to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares. Hogg Robinson Group plc (incorporated and registered in England and Wales under number ) Notice of Annual General Meeting to be held at The Basingstoke Country Hotel Scures Hill Nately Scures Basingstoke Hampshire RG27 9JS on Friday 22 July 2016 at 12.30pm Notice of the Annual General Meeting of the Company is set out at the end of this circular. Whether or not you propose to attend the Annual General Meeting, please complete and submit the Form of Proxy in accordance with the instructions printed on the enclosed form. The Form of Proxy must be received by the Company s registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, not less than 48 hours before the time of the holding of the Annual General Meeting. Completion and return of the Form of Proxy will not prevent you from attending and voting at the Annual General Meeting in person should you so wish. Alternatively, you can register your proxy vote electronically by contacting and following the on-screen instructions. You will need the Voting ID, Task ID and Shareholder Reference Number printed on the enclosed Form of Proxy. Alternatively, if you hold your shares in CREST, you may use the service provided by Euroclear UK & Ireland Limited. Further details are given in the notes to this document.

2 Contents Section 1: Explanatory Letter 3 Section 2: Summary of principal features of the Performance Share Plan, Company Share Option Plan, Sharesave Scheme and International Sharesave Scheme 10 Section 3: Notice of Annual General Meeting 16 See separate Form of Proxy and attendance card. 2 Hogg Robinson Group plc notice of meeting 2016

3 Hogg Robinson Group plc Global House Victoria Street Basingstoke Hampshire RG21 3BT 10 June 2016 To: Shareholders in Hogg Robinson Group plc (the Company ) Dear Shareholder, Business to be proposed at the Annual General Meeting The Company s Annual General Meeting will take place on 22 July 2016 and a Notice of Annual General Meeting is enclosed. A shareholder registered on the register of members of the Company at 6.30 p.m. on 20 July 2016 is entitled to vote on the resolutions contained in the Notice of Annual General Meeting. This letter is intended to help you understand the effect and purpose of these resolutions. Resolution 1 to receive and adopt the Annual Report and Financial Statements The Company s financial statements and the reports of its Directors and Auditors in respect of the year ended 31 March 2016 (the Annual Report ) are being sent to shareholders with the Notice of Annual General Meeting. The Annual Report is also available to view and download on the Company s website The Directors recommend that the Company should adopt the Annual Report. Resolution 2 to approve the Directors Remuneration Report Under the Companies Act 2006 (the Act ), the Company is required to put a resolution to shareholders at each Annual General Meeting to approve the Directors Remuneration Report, which forms part of the Annual Report. The vote of the shareholders is advisory in nature. Shareholders will be asked to approve the Directors Remuneration Report (excluding the Company s Remuneration Policy), which can be found on pages 31 to 48 of the Annual Report. The Directors recommend that shareholders approve the Directors Remuneration Report. Resolution 3 to approve a revised Directors Remuneration Policy The Company s current remuneration policy (the 2014 Remuneration Policy ) was approved by shareholders at the 2014 Annual General Meeting, and would not normally have been due for reconsideration by shareholders prior to the 2017 Annual General Meeting. However the Company s original share plan rules formally expire in October 2016, and proposals to renew these are to be put to this year s Annual General Meeting (see Resolution 5 below). Registered Office Global House Victoria Street Basingstoke, Hampshire RG21 3BT Registered in England and Wales Hogg Robinson Group plc notice of meeting

4 The Remuneration Committee has accordingly taken the opportunity to undertake a thorough review of remuneration strategy and is proposing an updated remuneration policy (the 2016 Remuneration Policy ) for the approval of shareholders at this year s Annual General Meeting. The Committee consulted with major shareholders prior to finalising the 2016 Remuneration Policy, which is set out on pages 33 to 39 of the Annual Report, and reflects the result of that consultation. The principal differences between the 2014 Remuneration Policy and the 2016 Remuneration Policy are summarised on page 32 of the Annual Report, and in the introductory comments of the Chairman of the Remuneration Committee on page 31 of the Annual Report. Once the 2016 Remuneration Policy is approved, the Company will not be able to make a remuneration payment to a current or prospective Director or a payment for loss of office to a current or past Director, unless that payment is consistent with the policy or has been approved by a resolution of the members of the Company. The Directors recommend that shareholders approve the 2016 Remuneration Policy. Resolution 4 to declare and authorise the payment of a final dividend The Directors have recommended a final dividend of 1.83p per share resulting in a full-year dividend of 2.51p per share, an increase of 8 per cent. on the prior year. Subject to approval by shareholders, the final dividend will be paid on 29 July 2016 to shareholders on the register at the close of business on 1 July Resolution 5 to approve adoption of Share Schemes The rules of the Performance Share Plan, the Company Share Option Plan, the Sharesave Scheme and the International Sharesave Scheme of the Company (the Share Schemes ) all provide that no awards shall be made under them after the tenth anniversary of the date on which they were adopted by shareholders (or approved by HMRC). Accordingly, unless the Share Schemes are amended, no awards may be made after October The Company therefore proposes to amend the Share Schemes such that awards may continue to be made until the tenth anniversary of the date on which the Share Schemes were last approved by shareholders, together with certain other changes to reflect changes in legislation and best corporate governance practice. The updated rules of the Share Schemes are available for inspection at the Company s registered office, will also be available for inspection at the Annual General Meeting, and are described in section 2 of this circular. Shareholders will be asked to approve the Share Schemes as described in section 2 of this circular, subject to such minor amendments as the Directors consider necessary or expedient in order to implement the Share Schemes. Resolution 6 to elect Nigel Northridge as a Director Nigel Northridge was appointed to the Board subsequent to last year s Annual General Meeting and is now standing for election to the Board by shareholders at the Annual General Meeting as required by the Company s Articles of Association. Brief biographical details for Nigel Northridge are set out at page 23 of the Annual Report. His letter of appointment is available for inspection at the Company s registered office and will also be available for inspection at the Annual General Meeting. The Board of Directors is of the opinion that his extensive experience enables him to contribute to the Company s development and that he should be elected as a director at this year s Annual General Meeting. Shareholders attention is drawn to the Corporate Governance Report, commencing at page 25 of the Annual Report for details of the Company s formal evaluation process in relation to the performance of the Board, including Nigel Northridge. 4 Hogg Robinson Group plc notice of meeting 2016

5 Resolution 7 to elect Michele Maher as a Director Michele Maher was appointed to the Board on 19 June 2015 and held office until the 2015 Annual General Meeting. Since her appointment had been announced after Notice of the 2015 Annual General Meeting had been posted to shareholders, her election as a director of the Company was not put to the 2015 Annual General Meeting. In accordance with the Company s Articles, she held office until the end of that Annual General Meeting and the Board formally reappointed her to serve until this year s Annual General Meeting. She is now standing for election to the Board by shareholders as required. Brief biographical details for Michele Maher are set out at page 23 of the Annual Report. Her service contract is subject to termination by the Company giving not less than 12 months written notice, and is available for inspection at the Company s registered office. It will also be available for inspection at the Annual General Meeting. The Board of Directors is of the opinion that her extensive experience enables her to contribute to the Company s development and that she should be re-elected as a Director at this year s Annual General Meeting. Shareholders attention is drawn to the Corporate Governance Report, commencing at page 25 of the Annual Report for details of the Company s formal evaluation process in relation to the performance of the Board, including Michele Maher. Resolution 8 to elect William Brindle as a Director William Brindle was appointed to the Board subsequent to last year s Annual General Meeting and is now standing for election to the Board by shareholders at the Annual General Meeting as required by the Company s Articles of Association. Brief biographical details for William Brindle are set out at page 23 of the Annual Report. His service contract is subject to termination by the Company giving not less than 12 months written notice, and is available for inspection at the Company s registered office. It will also be available for inspection at the Annual General Meeting. The Board of Directors is of the opinion that his extensive experience enables him to contribute to the Company s development and that he should be elected as a director at this year s Annual General Meeting. Shareholders attention is drawn to the Corporate Governance Report, commencing at page 25 of the Annual Report for details of the Company s formal evaluation process in relation to the performance of the Board, including William Brindle. Resolution 9 to elect John Krumins as a Director John Krumins was appointed to the board subsequent to last year s Annual General Meeting and is now standing for election to the Board by shareholders at the Annual General Meeting as required by the Company s Articles of Association. Brief biographical details for John Krumins are set out at page 23 of the Annual Report. His letter of appointment is available for inspection at the Company s registered office and will also be available for inspection at the Annual General Meeting. The Board of Directors is of the opinion that his extensive experience enables him to contribute to the Company s development and that he should be elected as a director at this year s Annual General Meeting. Shareholders attention is drawn to the Corporate Governance Report, commencing at page 25 of the Annual Report for details of the Company s formal evaluation process in relation to the performance of the Board, including John Krumins. Hogg Robinson Group plc notice of meeting

6 Resolution 10 to re-elect David Radcliffe as a Director In addition to those directors who are required to stand for election at their first Annual General Meeting, the Company s Articles of Association require that one third of the Company s other Directors shall retire from office by rotation at each Annual General Meeting, and further provides that they may stand for re-election. Accordingly, David Radcliffe will retire by rotation at the Annual General Meeting and will also stand for reelection. Brief biographical details for David Radcliffe are set out at page 23 of the Annual Report. His service contract is subject to termination by the Company giving not less than 12 months written notice, and is available for inspection at the Company s registered office. It will also be available for inspection at the Annual General Meeting. The Board of Directors is of the opinion that his extensive experience enables him to contribute to the Company s development and that he should be re-elected as a director at this year s Annual General Meeting. Shareholders attention is drawn to the Corporate Governance Report, commencing at page 25 of the Annual Report for details of the Company s formal evaluation process in relation to the performance of the Board, including David Radcliffe. Resolution 11 to re-appoint PricewaterhouseCoopers LLP as Auditors The Directors recommend that PricewaterhouseCoopers LLP should be reappointed as the Company s Auditors and that the Directors be authorised to determine their remuneration. Resolution 12 authority to allot shares The Act prevents directors from allotting unissued shares without the authority of shareholders in a general meeting. In certain circumstances this could be unduly restrictive. The Directors existing authority to allot ordinary shares, which was granted at the 2015 Annual General Meeting of the Company, will expire at the end of this year s Annual General Meeting. It is intended that this authority should be renewed. Subject to shareholder approval, the Directors will be authorised, in place of all existing authorities, to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company ( Relevant Securities ). The authority allows the Directors to allot shares up to an aggregate nominal amount of 1,084, representing one-third of the nominal value of the issued ordinary shares on 6 June 2016 (being the last practicable date prior to the publication of this Notice). The Company does not currently hold any ordinary shares in treasury. The authority conferred will expire (unless previously revoked, varied or renewed) on 21 October 2017 or, if sooner, at the end of the next Annual General Meeting. However, the Company may make an offer or agreement prior to the expiry of this authority which would or might require Relevant Securities to be allotted after the expiry of this authority. In this case, the Directors will be permitted to allot Relevant Securities pursuant to such offer or agreement as if this authority had not expired. The Directors have no present plans to allot unissued shares other than on the exercise of share options under the Company s employee Share Schemes. However, the Directors believe it to be in the best interests of the Company that they should continue to have the authority set out in the resolution so that such arrangements can take place to finance appropriate business opportunities that may arise. 6 Hogg Robinson Group plc notice of meeting 2016

7 Resolutions 13 and 14 to disapply pre-emption rights Unless they are given an appropriate power by shareholders, if the Directors wish to allot any of the unissued shares in the Company for cash, grant rights over shares or sell treasury shares for cash (other than pursuant to an employee share scheme) they must first offer them to existing shareholders in proportion to their existing holdings. This is known as pre-emption rights and these are contained in section 561(1) of the Act. The existing disapplication of these statutory pre-emption rights, which was granted at the 2015 Annual General Meeting of the Company, will expire at the end of this year s Annual General Meeting and it is proposed that this authority be renewed. The Directors are proposing the disapplication authority as two separate resolutions this year, in accordance with the most recent guidelines issued by the Pre-Emption Group. Resolution 13 is to approve disapplication of pre-emption rights in respect of allotments falling under grounds i) and ii) below. Resolution 14 is to approve disapplication of pre-emption rights in respect of allotments falling under ground iii) below. The Board is conscious that the guidance issued by the Pre-Emption Group is relatively recent, and in exercising any power granted under Resolutions 13 and 14, the Directors will continue to monitor and be mindful of individual investor s interests and publicly expressed views in this respect. Accordingly, subject to shareholder approval, the Directors will be given power, in place of all existing powers, to allot shares without applying these statutory pre-emption rights. The Directors will be able to exercise this power: Under Resolution 13: (i) in relation to rights issues to existing shareholders in proportion to their existing holdings; and (ii) other than in relation to such rights issues, up to an aggregate nominal amount of 162, representing 5 per cent. of the nominal value of the issued ordinary shares on 6 June 2016 (being the last practicable date prior to the publication of this Notice); and Under Resolution 14: (iii) where the authority to allot is used only for the purposes of financing (or refinancing, if used within six months of the original transaction) an acquisition or specified capital investment, up to a further aggregate nominal amount of 162, representing 5 per cent. of the nominal value of the issued ordinary shares on 6 June 2016, (being the last practicable date prior to the publication of this Notice). In accordance with the guidelines issued by the Pre-Emption Group, the Directors also confirm their intention that no more than 7.5 per cent. of the issued share capital will be issued for cash on a non preemptive basis during any rolling three-year period, other than in connection with an acquisition or capital investment announced contemporaneously with the allotment or which has taken place in the preceeding six-month period and is disclosed in the announcement of the allotment. The Directors recommend that shareholders approve the grant of these powers. The powers conferred will expire (unless previously revoked, varied or renewed) on 21 October 2017 or, if sooner, at the end of the next Annual General Meeting of the Company. However, the Company may make an offer or agreement prior to the expiry of these powers which would or might require equity securities to be allotted after the expiry of these powers as if statutory pre-emption rights did not apply to such allotments. In this case, the Directors will be permitted to allot equity securities pursuant to such offer or agreement as if these powers had not expired. Hogg Robinson Group plc notice of meeting

8 Resolution 15 Company s authority to purchase its own shares Subject to shareholder approval, the Company will be authorised to make market purchases (within the meaning of section 693(4) of the Act) of up to 32,535,351 ordinary shares, being 10 per cent. of the ordinary shares in issue on 6 June 2016 (being the last practicable date prior to the publication of this Notice). The maximum price that may be paid for each such ordinary share shall be the higher of: (i) 5 per cent. above the average of the middle market quotations for an ordinary share (as derived from the Stock Exchange Daily Official List) for the five business days immediately before the day on which the purchase is made (exclusive of expenses); and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out (exclusive of expenses). The minimum price that may be paid for each such ordinary share shall be 1p. The authority conferred shall (unless previously revoked, varied or renewed) expire on 21 October 2017 or, if sooner, at the end of the next Annual General Meeting of the Company. However, if a contract for the purchase of ordinary shares is concluded before the expiry of this authority but the relevant purchase will or may be executed in whole or in part after the expiry of this authority, the Company is authorised to execute such purchase as if this authority had not expired. Your Directors are committed to managing the Company s capital effectively. Although the Directors have no plans to make such purchases, buying back ordinary shares is one of the options they keep under review. Purchases would only be made after considering the effect on earnings per share, and the benefits for shareholders generally. The Directors recommend that shareholders approve the grant of this authority. The Company may hold in treasury any of its own shares that it purchases in accordance with the Act and pursuant to this authority. This would give the Company the ability to re-issue treasury shares quickly and cost effectively and would provide the Company with greater flexibility in the management of its capital base. As at 24 May 2016 (being the last practicable date prior to the publication of the Annual Report), there were options outstanding over an aggregate of 16,384,656 shares under the Company s Share Schemes, 7,539,498 of which would fall to be satisfied by the use of new issue shares were they to vest in full, representing 2.32 per cent. of the Company s issued ordinary share capital. Shareholders attention is drawn to the Company s policy on satisfying such awards, which is set out on page 36 of the Annual Report. Applying this policy, and using the Company s closing share price on 31 March 2016 (62p), the number of shares which would have fallen to be issued in order to satisfy such awards were they to vest in full, would have been 5,819,465, representing 1.79 per cent. of the Company s issued ordinary share capital. If the authority given by Resolution 15 were to be fully used, these percentages would then have represented 2.57 per cent. and 1.99 per cent. of the Company s issued ordinary share capital, respectively. The Company does not currently hold any ordinary shares in treasury. 8 Hogg Robinson Group plc notice of meeting 2016

9 Resolution 16 Notice of General Meetings One of the requirements of the Shareholder Rights Directive is that all general meetings must be held on 21 days notice unless shareholders agree to a shorter notice period. The Company is currently able to call general meetings (other than annual general meetings) on 14 days notice. Shareholders will be asked to approve Resolution 16 which allows the Company to continue to be able to call general meetings (other than annual general meetings) on 14 days notice. Notwithstanding the passing of this Resolution, the Directors confirm that their intention would be to only use such power where it is commercially important for the business proposed at such a meeting to be approved on such shorter timescale and the reasons for such shorter notice period is commented upon in the notice convening any such meeting. Action to be taken in respect of the Annual General Meeting Shareholders will find a Form of Proxy enclosed for use in relation to the Annual General Meeting. Once you have completed the Form of Proxy, please detach it from the Attendance Card and return it to the Company s registrars in the enclosed reply paid envelope. Whether or not you intend to be present at the meeting, you are requested to complete and return the Form of Proxy so as to reach the Company s registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, as soon as possible and in any event not later than 48 hours before the time appointed for the Meeting. Completion and return of a Form of Proxy will not, however, prevent you from attending the Meeting and voting in person if you should wish to do so. Recommendation The Directors consider that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole. Your Board will be voting in favour of all the resolutions and unanimously recommends that you do so as well. Yours sincerely, Keith Burgess Company Secretary Hogg Robinson Group plc notice of meeting

10 section 2 summary of principal features of the share schemes The principal features of the Share Schemes, as they are to be amended and updated, are set out in this section 2. With the exception of the renewal of each of the schemes, and the adoption of a provision in each of them to the effect that no options may be granted under any of the Share Schemes more than ten years after such scheme has been most recently been approved by shareholders in general meeting, the only material changes to the Share Schemes are the addition of current best corporate governance practices such as the introduction of malus and clawback, and the power to introduce post-vesting holding periods in the PSP and CSOP. 1 PERFORMANCE SHARE PLAN (PSP) 1.1 Operation The PSP will be operated by the Remuneration Committee. 1.2 Participation Awards under the PSP may be made to any employee of the Company, including executive directors. Awards will be made at the discretion of the Remuneration Committee. Subject to the Directors Remuneration Policy, as approved by shareholders from time to time, participants in the PSP may receive awards under the PSP and also be granted options under the CSOP in the same year. Awards under the PSP will take the form of a conditional right to receive Ordinary Shares or a nil cost option award, subject to the satisfaction of performance targets. 1.3 Level of awards The value of any Ordinary Shares subject to any award made to an executive director of the Company in any year may in no circumstances be more than 150% of his or her base salary for that year. 1.4 Awards Awards may be made during the period of 42 days following the date on which the PSP is approved by shareholders. Thereafter awards may be made within 42 days of the announcement of the results of the Company for any period. Only in exceptional circumstances (e.g. an on appointment award to an externally hired individual) awards may be made under the PSP outside these periods. 1.5 Performance targets and vesting The performance targets for awards under the PSP are set by the Remuneration Committee, in accordance with the Company s latest approved remuneration policy, on the date of grant. 1.6 Performance period The performance period for awards under the PSP is set by the Remuneration Committee on the date of grant and in most circumstances is expected to be three financial years. 1.7 Cessation of employment A participant who ceases to be an employee before the end of the vesting period and is a good leaver may retain their award. The definition of a good leaver for the purposes of the PSP is the same as for the CSOP, as summarised in paragraph on page 13 below. In such circumstances, the award will vest at the end of the vesting period, subject to satisfaction of the performance conditions, but will be pro rated, unless the Remuneration Committee decides that it is appropriate and equitable to do otherwise, to reflect the proportion of the vesting period during which the participant remained employed. In the event an employee dies, the performance criteria will be waived If a participant ceases to be an employee and is not a good leaver, their award will lapse. 1.8 Takeover, amalgamation and reconstruction In the event of a change of control during the vesting period, the awards shall vest upon the change of control subject to satisfaction of the performance criteria as measured over the period up to the change of control. The amount of the award which vests will, unless the Remuneration Committee determines that it is appropriate and equitable to do otherwise, be reduced to reflect the proportion of the vesting period which has elapsed. 1.9 Vesting of award At the end of the performance period a participant in the PSP will receive the appropriate number of Ordinary Shares, and no payment will be required from the participant in order to receive those shares. The Ordinary Shares received on vesting may be subject to a holding period, the length of which will be set by the Remuneration Committee on the date of the grant in accordance with the Directors Remuneration Policy, as approved by shareholders. 10 Hogg Robinson Group plc notice of meeting 2016

11 1.10 Acquisition of Ordinary Shares by the Trustee of the Employee Benefit Trust Awards will ordinarily be satisfied using market purchases, or Ordinary Shares already held in the Hogg Robinson Employee Benefit Trust (EBT). The current trustee of the EBT is Equiniti Trust (Jersey) Limited, which is independent of the Company. Where Ordinary Shares are to be used from the EBT, the EBT Trustee will acquire the required number of Ordinary Shares by buying them in the market at the relevant time, or from Ordinary Shares already held in the EBT as a result of earlier purchases. The EBT Trustee may also acquire further Ordinary Shares by subscribing for new Ordinary Shares Limits The aggregate number of Ordinary Shares which may be issued pursuant to options granted or awards made in the 10 year period prior to a proposed date of grant under the PSP and any other employee share scheme approved by the Company in general meeting may not exceed 10% of the issued ordinary share capital of the Company at the proposed date of grant The aggregate number of Ordinary Shares which may be issued pursuant to options granted or awards made in the 10 year period prior to a proposed date of grant under the PSP and any other executive employee share scheme approved by the Company in general meeting may not exceed 5% of the issued ordinary share capital of the Company at the proposed date of grant Taxation The PSP contains provisions to ensure that any income tax liabilities and employees national insurance contributions that arise on the vesting of an award will be satisfied by the relevant participant. The Company will however bear the cost of any employer s national insurance contributions Malus and Clawback In line with recent changes to the UK corporate governance code, awards granted under the PSP will in future be subject to malus and clawback provisions in respect of the Executive Directors of the Company and for any other employees if so determined at the time of the grant by the Remuneration Committee If a participant to whom malus and clawback applies has engaged in behaviour which amounts to material misconduct, causes the group a material loss as a result of his reckless or negligent actions, or the results of the group used to assess the satisfaction of any performance targets are found to contain a material misstatement and on the basis of the true results the value of such participant s PSP award is, in the opinion of the Remuneration Committee, excessive, then the Remuneration Committee may reduce the number of shares subject to the award (including to nil) If at any time during the period beginning with the vesting date and ending on the fifth anniversary of the date of grant a participant to whom malus and clawback applies has engaged in behaviour which amounts to material misconduct, causes the group a material loss as a result of his reckless or negligent actions or the results of the group used to assess the satisfaction of any performance targets are found to contain a material misstatement and the Remuneration Committee decides that the number of shares such participant has received should be decreased the Remuneration Committee may require such participant to transfer back to the Company some or all of the shares (or a cash amount equal to the value of such shares) which they received pursuant to the award Variation of share capital In the event of a variation of share capital by way of capitalisation, rights issue, sub-division, consolidation or reduction of share capital or otherwise, the number of Ordinary Shares over which an award has been made may be adjusted Amendment to PSP The Remuneration Committee may amend the terms of the PSP provided that no amendments may be made to the provisions relating to eligibility, the terms of the options or awards, limits on benefits and entitlements under the PSP and adjustments in the event of variation in capital which are to the advantage of participants without the prior approval of the Company in general meeting except for minor amendments to benefit the administration of the PSP or to take account of any change in legislation or amendments to obtain or maintain favourable tax, exchange control or regulatory treatment for participants, the Company, the EBT Trustee or the Group General No awards may be made more than ten years after the date on which the PSP has been most recently approved by shareholders in general meeting. Benefits received by a participant as a result of an award under the PSP are not pensionable. Hogg Robinson Group plc notice of meeting

12 section 2 summary of principal features of the share schemes Continued 2 THE COMPANY SHARE OPTION PLAN (CSOP) 2.1 Operation The CSOP will be operated by the Remuneration Committee. 2.2 Her Majesty s Revenue and Customs notification The CSOP has been designed to provide for the grant of both tax-favoured options and fully taxable options. It is intended that the Company will notify HMRC of the renewal of the scheme as soon as practicable. The value of the tax-favoured options which may be held by any optionholder is limited to 30,000 (by reference to the market value of the Ordinary Shares subject to the option as at the date of grant). Options over this limit would be granted as fully-taxable options, although shareholders attention is drawn to the Directors current policy on awards under the CSOP set out in paragraph 2.4 below. 2.3 Participation In order to be eligible to participate in the CSOP, an individual must be an employee or full-time director of the Company or a subsidiary of the Company which the Directors have resolved should participate (a participating company ) on the day the options are granted Individuals may not be granted tax-favoured options under the CSOP if they are ineligible under the relevant legislation Awards will be granted at the discretion of the Remuneration Committee. Participants may receive awards under the PSP and be granted options under the CSOP in the same year. 2.4 Level of awards The Remuneration Committee has determined that for the duration of the 2016 Remuneration Policy, the CSOP will only be used for the award of tax efficient options, and that any such award would be reflected in an equivalent reduction in any award under the PSP which would have otherwise have been made at such time. 2.5 Grant of options Options may be granted during the period of 42 days following the date on which the CSOP is approved by shareholders. Thereafter options may be granted within 42 days of the announcement of the results of the Company for any period. Only in exceptional circumstances may options be granted under the CSOP outside these periods. 2.6 Exercise price The exercise price of an option will be determined by the Remuneration Committee, and will not be less than the higher of (a) the nominal value of an Ordinary Share; and (b) the middle market quotation of an Ordinary Share as derived from the Official List for the dealing day preceding the grant of the option. 2.7 Performance targets and vesting Options granted under the CSOP will be subject to satisfaction of performance targets set by the Remuneration Committee, tested when the option becomes exercisable. 2.8 Limits The aggregate number of Ordinary Shares which may be issued pursuant to options granted or awards made in the 10 year period prior to a proposed date of grant under the CSOP and any other employee share scheme approved by the Company in general meeting may not exceed 10% of the issued ordinary share capital of the Company at the proposed date of grant The aggregate number of Ordinary Shares which may be issued pursuant to options granted or awards made in the 10 year period prior to a proposed date of grant under the CSOP and any other executive employee share scheme approved by the Company in general meeting may not exceed 5% of the issued ordinary share capital of the Company at the proposed date of grant. 2.9 Exercise of options To the extent that they have vested, options may normally be exercised after the third anniversary of their grant. 12 Hogg Robinson Group plc notice of meeting 2016

13 2.10 Cessation of employment If the optionholder ceases employment or to hold office by reason of injury, disability, redundancy, retirement (by agreement with the Company or, where he is employed by a subsidiary, that subsidiary), because his employing company ceases to be a member of the Group or because the business by which he is employed is transferred out of the Group, his options may still be exercised in due course in full (subject to satisfaction of the performance conditions) If an optionholder dies before the option becomes exercisable, his option may be exercised in full within 12 months of his death by his personal representatives and will then lapse if not exercised If the optionholder ceases employment other than in the circumstances described above, the option will lapse immediately Takeover, amalgamation and reconstruction In the event of a change of control during the performance period, the options shall become exercisable upon the change of control subject to satisfaction of the performance criteria as measured over the period up to the change of control. The amount of the award which vests will not be reduced to reflect the proportion of the vesting period which has elapsed Taxation The CSOP contains provisions to ensure that any income tax liabilities and employees national insurance contributions that arise on exercise of an option will be satisfied by the relevant participant Malus and Clawback In line with recent changes to the UK corporate governance code, the CSOP will incorporate malus and clawback provisions in respect of any future award which will be in similar terms to those contained in the PSP (see paragraph 1.15 on page 11 above) Variation of share capital In the event of a variation of the Company s share capital by way of capitalisation, rights issue, subdivision, consolidation or reduction of share capital, the exercise price and the number of Ordinary Shares comprised in an option may be adjusted Amendments The Company may amend the terms of the CSOP, provided that the provisions of the CSOP dealing with eligibility, limits and the basis for determining an optionholder s entitlements under the CSOP cannot be altered to the advantage of optionholders without the prior sanction of the Company in general meeting except in the case of minor amendments to benefit the administration of the CSOP, to take account of any change to legislation or to obtain favourable tax, exchange control, or regulatory treatment for optionholders or any company in the Group General Ordinary Shares allotted or transferred on the exercise of options rank pari passu with Ordinary Shares in issue at the date of allotment or transfer The Company must have sufficient available unissued Ordinary Shares or treasury Ordinary Shares to meet the exercise of options, taking into account any arrangements for such options to be satisfied with issued Ordinary Shares Options may not be transferred or charged and if an optionholder attempts to do so, his options will lapse immediately. If an optionholder ceases employment he will not be entitled to compensation for the loss of his options No options may be granted under the CSOP more than ten years after the CSOP has been most recently approved by shareholders in general meeting Benefits received by an optionholder as a result of an award under the CSOP are not pensionable Sub-plan The rules of the CSOP provide that the Company can establish overseas schemes. Hogg Robinson Group plc notice of meeting

14 section 2 summary of principal features of the share schemes Continued 3 THE SHARESAVE SCHEME 3.1 Operation The Sharesave Scheme will be operated by the Remuneration Committee. 3.2 HMRC notification The Sharesave Scheme has been designed to be a tax-advantaged scheme. It is intended that the Company will notify HMRC of the renewal of the scheme as soon as practicable. 3.3 Eligibility In order to be eligible to participate in the Sharesave Scheme, an individual must: be an employee or full-time director of the Company or a subsidiary of the Company which the Directors have resolved should participate (a participating company ) on the day the options are granted; and have been an employee or full-time director of a participating company for such period (not exceeding five years) as the Directors may determine Individuals may not be granted options under the Sharesave Scheme if they are ineligible under the relevant legislation. 3.4 Exercise price The exercise price of an option will be determined by the Remuneration Committee prior to invitations being sent to all eligible employees. The exercise price must not be less than the higher of (a) the nominal value of an ordinary share; and (b) 80% of the middle market quotation of an ordinary share as derived from the Official List for the dealing day preceding the issue of invitations under the Sharesave Scheme. 3.5 Issue of invitations and grant of options Invitations may be issued during the period of 42 days following the date the Sharesave Scheme is approved by the members of the company. Thereafter invitations may be issued within 42 days of the announcement of the results of the Company for any period. In exceptional circumstances invitations may be issued outside these periods On receipt of an invitation, participants may apply for the grant of an option by entering into a savings contract to save a monthly amount which may not be less than the minimum specified in the savings contract (currently 5 and may not exceed 500). The limit of 500 per month may be amended in line with changes in the applicable legislation. Applications must be received within a specified period and if applications are received for options over more Ordinary Shares than have been made available, applications may be scaled down. 3.6 Limits The aggregate number of Ordinary Shares which may be issued pursuant to options granted or awards made in the 10 year period prior to a proposed date of grant under the Sharesave Scheme and any other employee share scheme approved by the Company in general meeting may not exceed 10% of the issued ordinary share capital of the Company at the proposed date of grant. 3.7 Exercise of options Options may be exercised in the six month period following the maturity date of the related savings contract which may be the third or fifth anniversary of the commencement of the savings contract If the optionholder ceases employment or to hold office by reason of injury, disability, redundancy, retirement by agreement with his employer, because his employing company ceases to be a member of the Group or because the business by which he is employed is transferred out of the Group, his options may be exercised within six months of cessation If an optionholder dies before the option becomes exercisable, his option may be exercised within 12 months of his death by his personal representatives. If he dies after his option becomes exercisable, the option may be exercised within 12 months after the bonus date under his savings contract by his personal representative. 14 Hogg Robinson Group plc notice of meeting 2016

15 3.7.4 If an optionholder ceases employment more than three years after the date of the grant, then the option may be exercised within six months of cessation. The holder of an option granted before 27 July 2013 may (but need not) exercise his option on reaching aged 65, even if he does not retire then If the optionholder ceases employment other than in the circumstances described above, the option will lapse. Options are also exercisable within limited periods if the Company is taken over or is wound up or if there is a scheme of reconstruction. Alternatively, the optionholder may be allowed to rollover his options to become options over the acquiring company s ordinary shares. 3.8 Variation of share capital In the event of a variation of the Company s share capital by way of capitalisation, rights issue, subdivision, consolidation or reduction of share capital, the exercise price and the number of Ordinary Shares comprised in an option may be adjusted. 3.9 Amendments The Company may amend the terms of the Sharesave Scheme, provided that the provisions of the Sharesave Scheme dealing with eligibility, limits and the basis for determining an optionholder s entitlements under the Sharesave Scheme cannot be altered to the advantage of optionholders without the prior sanction of the Company in general meeting except in the case of minor amendments to benefit the administration of the Sharesave Scheme to take account of any change to legislation or to obtain favourable tax, exchange control, or regulatory treatment for optionholders or any company in the Group General Ordinary Shares allotted or transferred on the exercise of options rank pari passu with Ordinary Shares in issue at the date of allotment or transfer The Company must have sufficient available unissued Ordinary Shares or treasury Ordinary Shares to meet the exercise of options, taking into account any arrangements for such options to be satisfied with issued Ordinary Shares Options may not be transferred or charged and if an optionholder attempts to do so, his options will lapse immediately. If an optionholder ceases employment he will not be entitled to compensation for the loss of his options No options may be granted under the Sharesave Scheme more than ten years after the scheme has been most recently approved by shareholders in general meeting Benefits received by an optionholder under the Sharesave Scheme are not pensionable International Sharesave Scheme To enable options to be granted to non-uk employees on similar terms as the Sharesave Scheme, (but without the favourable taxation treatment of the Sharesave Scheme), an International Sharesave Scheme has been established. Participants are asked to save in their local currency, and after the end of the savings period can convert their savings into Pounds Sterling to acquire Ordinary Shares. Any risks associated with exchange rate fluctuations will be borne by the overseas employees. The rules of the International Sharesave Scheme allow sub-plans to be adopted. No options may be granted under the International Sharesave Scheme more than ten years after the scheme has been most-recently approved by shareholders in general meeting. Hogg Robinson Group plc notice of meeting

16 section 3 Notice of Annual General Meeting Hogg Robinson Group plc (the Company ) (incorporated and registered in England and Wales under number ) Notice of Annual General Meeting Notice is hereby given that this year s Annual General Meeting will be held at The Basingstoke Country Hotel, Scures Hill, Nately Scures, Basingstoke, Hampshire RG27 9JS on 22 July 2016 at 12.30pm to consider the following: 1 To receive and adopt the Annual Report and Financial Statements of the Company for the year ended 31 March To resolve as an ordinary resolution that the Directors Remuneration Report (excluding the Remuneration Policy), as set out on pages 31 to 48 of the Annual Report and Financial Statements of the Company for the year ended 31 March 2016, be approved. 3 To resolve as an ordinary resolution that the Director s Remuneration Policy, as set out on pages 33 to 39 of the Annual Report and Financial Statements of the Company for the year ended 31 March 2016, be approved. 4 To approve the payment of a final dividend of 1.83p per share. 5 To resolve as an ordinary resolution: 5.1 That the amendments to the Performance Share Plan, Company Share Option Plan, Sharesave Scheme and International Sharesave Scheme (the Share Schemes ), the terms of which are described at section 2 of the AGM circular to shareholders, be approved, subject to such minor amendments thereto as the Directors consider necessary or expedient including in particular in respect of overseas jurisdictions, any amendments which may be required in order to obtain a taxation benefit or for other legal or regulatory reasons. 5.2 That the Directors (or an appropriately constituted committee of Directors) are hereby authorised to do all acts and things which they may consider necessary or expedient for implementing and giving effect to the Share Schemes approved under paragraph 5.1 of this resolution. 6 To elect Nigel Northridge as a Director. 7 To elect Michele Maher as a Director. 8 To elect William Brindle as a Director. 9 To elect John Krumins as a Director. 10 To re-elect David Radcliffe as a Director. 11 To re-appoint PricewaterhouseCoopers LLP as the Company s Auditors and to authorise the directors of the Company (the Directors ) to determine their remuneration. Directors authority to allot shares To resolve as an ordinary resolution: 12 That in place of all existing authorities (but without prejudice to any allotments made pursuant to the terms of such authorities), the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the Act ) to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company ( Relevant Securities ), up to a maximum aggregate nominal amount of 1,084, for a period expiring (unless previously revoked, varied or renewed) on 21 October 2017 or, if sooner, at the end of the next Annual General Meeting of the Company, but the Company may make an offer or agreement which would or might require Relevant Securities to be allotted after such expiry and the Directors may allot Relevant Securities in pursuance of such offer or agreement as if this authority had not expired. Disapplication of pre-emption rights To resolve as a special resolution: 13 That subject to the passing of Resolution 12 above and in place of all existing powers (but without prejudice to any allotments made pursuant to the terms of such powers), the Directors be generally empowered pursuant to sections 570 and 573 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash, pursuant to the authority conferred by Resolution 12, as if section 561(1) of the Act did not apply to such allotment, provided that this power shall expire on 23 October 2017 or, if sooner, at the end of the next Annual General Meeting of the Company. This power shall be limited to the allotment of equity securities: 13.1 in connection with an issue by way of rights (including, without limitation, under a rights issue, open offer or similar arrangement) in favour of holders of Ordinary Shares in proportion (as nearly as may be practicable) to their existing holdings of Ordinary Shares, but subject to such exclusions and other arrangements as the Directors deem necessary or expedient in relation to fractional entitlements or any legal, regulatory or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange; and 16 Hogg Robinson Group plc notice of meeting 2016