Bloomsbury Publishing : Notice of the 2021 AGM

Additional information

Notice of the Annual General Meeting

Bloomsbury Publishing Plc

To be held at offices of Hudson Sandler LLP 25 Charterhouse Square London EC1M 6AE*

On Wednesday 21 July 2021 at 12.00 noon

To Bloomsbury Shareholders

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the contents of this document or what action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser authorised under the Financial Services and Markets Act 2000.

If you sell or have sold or otherwise transferred all of your shares in Bloomsbury Publishing Plc, please send this document together with the accompanying documents as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or the transferee.

*ARRANGEMENTS IN LIGHT OF THE CORONAVIRUS PANDEMIC

In light of the coronavirus pandemic, please refer to the Company Secretary's letter over the page which details the arrangements of this year's Annual General Meeting.

Stock code: BMY

Annual Report and Accounts 2021 203

Letter to Shareholders

2 June 2021

Dear Shareholder

Bloomsbury Publishing Plc - Annual General Meeting

I am pleased to inform you that this year's Annual General Meeting ("AGM") of Bloomsbury Publishing Plc (the "Company") will be held at the offices of Hudson Sandler LLP at 25 Charterhouse Square, London EC1M 6AE on Wednesday 21 July 2021 at 12.00 noon.

Information regarding the AGM, including the information required by section 311A of the Companies Act 2006, is available from www.bloomsbury-ir.co.uk.

AGM Arrangements

We are keen to welcome Shareholders in person to our 2021 AGM, particularly given the constraints we faced in 2020 due to the coronavirus pandemic. At the time of writing this letter, the UK Government plans to lift all restrictions relating to coronavirus before the date of the AGM and it is therefore currently anticipated that Shareholders, proxies and corporate representatives will be able to attend and participate in the AGM. Please note that all attendees will be required to adhere to the health and safety measures detailed below under the heading "Health and Safety".

However, given the constantly evolving nature of the situation, it may be the case that following the publication and despatch of this Notice of Meeting, further restrictions on the ability of people to gather and meet in indoor venues may be imposed by the UK Government, or the date on which the restrictions are currently expected to be lifted is postponed to a future date. We want to ensure that we are able to adapt these arrangements efficiently to respond to changes in circumstances. On this basis, should the situation change such that we consider that it is no longer possible for Shareholders to attend the meeting, the Company will make announcements via the Regulatory News Service and its investor relations website (www.bloomsbury-ir.co.uk) to keep Shareholders up to date as to the ability to attend the AGM in person.

Attendance at the AGM

Shareholders intending to attend the AGM are asked to register their intention as soon as practicable by filling out a form which can be found at www.bloomsbury-ir.co.uk/governance/governance-agm.

Proxies

Given the uncertainty around whether Shareholders will be able to attend the AGM because of tighter restrictions due to a change in the situation with the coronavirus pandemic, Shareholders are encouraged to participate by submitting a proxy vote in advance of the meeting and appointing the Chair of the Meeting as their proxy. This will ensure that your vote will be counted if ultimately you (or any other proxy you might otherwise appoint) are not able to attend the meeting in person. Further details on how Shareholders can vote are set out below under the heading "Voting by Proxy".

Voting by Proxy

Similarly to last year, Shareholders will not receive a form of proxy for the AGM in the post. Instead, instructions can be found in the section entitled "Explanatory Notes to the Notice" to enable Shareholders to vote electronically and how to register to do so. To register, Shareholders will need their Investor Code, which can be found on their share certificate. Shareholders may request a paper form of proxy from our Registrar, Link Group. Proxy votes should be submitted as early as possible and in any event by no later than

12.00 noon on Monday 19 July 2021 in order to count towards the vote. Submission of a proxy vote will not preclude a Shareholder from attending and voting at the AGM in person. As mentioned above, Shareholders may prefer to appoint the Chair of the Meeting as their proxy for this year's AGM.

Health and Safety

The health and safety of our employees and Shareholders is paramount to us. Please note therefore that strict health and safety measures will be enforced at the AGM. We ask that all prospective attendees:

• Download the NHS Test & Trace app prior to arrival;
• Agree to have their temperature checked prior to admission to the meeting;
• Wear face coverings at all times during the meeting; and
• Practice social distancing at all times during the meeting.

204 Bloomsbury Publishing Plc

www.bloomsbury.com

Additional information

Communication of changes

The situation is constantly evolving, and it may become necessary to change the arrangements for this year's AGM after the date of this letter. The Company will provide any appropriate updates in relation to the AGM via its investor relations website (www.bloomsbury-ir.co.uk) and the Regulatory News Service.

Resolutions

This document provides details of the resolutions to be voted upon at the AGM and includes the formal notice convening the AGM. You will also find notes in the section entitled "Explanatory Notes to the Resolutions" relating to the resolutions that you will be asked to consider and vote on at the AGM. Resolutions 1 to 13 will be proposed as ordinary resolutions and resolutions 14 to 16 will be proposed as special resolutions.

If you have elected to receive information from the Company in hard copy, you will have received the Annual Report and Accounts 2021 with this document. Shareholders who have not elected to receive hard copy documents can view or download the Annual Report and Accounts 2021 and this Notice from our website at www.bloomsbury-ir.co.uk.

Recommendation

The Directors consider that all the resolutions that are to be considered at the AGM are in the best interests of the Company and its Shareholders as a whole and are most likely to promote the success of the Company for the benefit of Shareholders as a whole. The Directors unanimously recommend that you vote in favour of all the proposed resolutions as they intend to do so in respect of their own interests (both beneficial and non-beneficial).

Yours faithfully

Maya Abu-Deeb

General Counsel & Group Company Secretary

Bloomsbury Publishing Plc

2 June 2021

Stock code: BMY

Annual Report and Accounts 2021 205

Notice of the Annual General Meeting

Bloomsbury Publishing Plc

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Bloomsbury Publishing Plc (the "Company") will be held at the offices of Hudson Sandler LLP at 25 Charterhouse Square, London EC1M 6AE on Wednesday 21 July 2021 at 12.00 noon.

You will be asked to consider and vote on the resolutions below. Resolutions 1 to 13 will be proposed as ordinary resolutions and resolutions 14 to 16 will be proposed as special resolutions.

Ordinary Business

Shareholders are asked to consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

1. To receive the audited accounts of the Company for the year ended 28 February 2021, together with the Report of the Directors and the report of the Auditor thereon.
2. To approve the Annual Statement by the Chair of the Remuneration Committee and the Annual Report on Directors' Remuneration for the year ended 28 February 2021, as set out on pages 108 to 110 and 118 to 128 respectively of the Company's Annual Report and Accounts for the year ended 28 February 2021.
3. To declare a special dividend for the year ended 28 February 2021 of 9.78 pence per Ordinary share.
4. To declare a final dividend for the year ended 28 February 2021 of 7.58 pence per Ordinary share.
5. To re-appoint Steven Hall as a Director of the Company.
6. To re-appoint Sir Richard Lambert as a Director of the Company.
7. To re-appoint Nigel Newton as a Director of the Company.
8. To re-appointLeslie-Ann Reed as a Director of the Company.
9. To re-appoint Penny Scott-Bayfield as a Director of the Company.
10. To appoint Baroness Lola Young of Hornsey as a Director of the Company.
11. To re-appoint KPMG LLP as Auditor of the Company to hold office until the conclusion of the next Annual General Meeting at which financial statements for the Company are laid before the Company.
12. To authorise the Directors to determine the remuneration of the Auditor on behalf of the Company.

Special Business

Shareholders are asked to consider and, if thought fit, to pass the following resolutions of which Resolution 13 will be proposed as an ordinary resolution and resolutions 14, 15 and 16 will be proposed as special resolutions.

1. THAT:
2. 1. 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 any shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company to such persons and on such terms as they think proper up to a maximum aggregate nominal amount of £340,036 provided that:
   2. 1. this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, 15 months from the date of passing of this resolution, unless previously varied, revoked or renewed by the Company in general meeting; and
      2. the Company shall be entitled to make, before the expiry of such authority, any offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert any security into shares in the Company to be granted after the expiry of such authority and the Directors may allot any shares pursuant to such offer or agreement as if such authority had not expired; and
      3. the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
   3. all prior authorities to allot any shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company given to the Directors by resolution of the Company be revoked but without prejudice to the allotment of any shares already made or agreed to be made pursuant to such authorities.
3. THAT: if Resolution 13 is passed, the Directors be authorised to allot equity securities (as defined in the Companies Act 2006 ("the Act")) for cash under the authority given by that resolution and/or to sell Ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited:
4. 1. to the allotment of equity securities in connection with a rights issue, open offer or other pre-emptive offer in favour of holders of Ordinary shares in the Company where the equity securities respectively attributable to the interests of all such holders of Ordinary shares are proportionate (as nearly as may be) to the respective numbers of and/or rights attaching to Ordinary shares held by them, subject to such exceptions, exclusions or other arrangements as the Directors may deem necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of any territory or the requirements of any regulatory body or any stock exchange or otherwise in any territory;

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Additional information

1. to the allotment of equity securities pursuant to the terms of the Company's existing employees' share or share option schemes or any other employees' share scheme approved by the Shareholders of the Company in general meeting; and
2. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph a. and b. above) up to a nominal value not exceeding in aggregate £51,005;

and shall expire at the conclusion of the next Annual General Meeting of the Company after passing this resolution or, if earlier,

15 months from the date of passing of this resolution, unless previously varied, revoked or renewed by the Company in general meeting, and provided that the Company may, before such expiry, make any offer or agreement which would or might require equity securities to be allotted or Ordinary shares held by the Company as treasury shares to be sold after such expiry and the Directors may allot equity securities or sell treasury shares pursuant to any such offer or agreement as if the power hereby conferred had not expired; and all prior powers granted under section 571 of the Act revoked, provided that such revocation shall not have retrospective effect.

15. THAT: if Resolution 13 is passed, the Directors be authorised, in addition to any authority granted under Resolution 14, to allot equity securities (as defined in the Companies Act 2006 ("the Act") for cash under the authority given by Resolution 13 and/or to sell Ordinary shares held by the Company as treasury shares for cash, as if section 561 of the Act did not apply to any such allotment or sale, such further authority to be:

1. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £51,005; and
2. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of the notice of this resolution;

and shall expire at the conclusion of the next Annual General Meeting of the Company after passing this resolution or, if earlier,

15 months from the date of passing of this resolution, unless previously varied, revoked or renewed by the Company in general meeting, and provided that the Company may, before such expiry, make any offer or agreement which would or might require equity securities to be allotted or Ordinary shares held by the Company as treasury shares to be sold after such expiry and the Directors may allot equity securities or sell treasury shares pursuant to any such offer or agreement as if the power hereby conferred had not expired; and all prior powers granted under section 571 of the Act revoked, provided that such revocation shall not have retrospective effect.

16. THAT: the Company be authorised, pursuant to section 701 of the Companies Act 2006 ("the Act"), to make market purchases (as defined in section 693(4) of the Act) of any of its Ordinary shares of 1.25p each ("Ordinary shares") in such manner and on such terms as the Directors may from time to time determine provided that:

1. the maximum number of Ordinary shares authorised to be purchased is 8,160,867 Ordinary shares being 10% of the issued Ordinary shares of the Company at the date of the notice of this resolution;
2. the maximum price (exclusive of expenses) which may be paid for each Ordinary share is an amount equal to 105% of the average of the middle market quotations for an Ordinary share taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which such share is contracted to be purchased and the minimum price (exclusive of expenses) which may be paid for each Ordinary share is 1.25 pence;
3. the authority hereby conferred shall, unless previously varied, revoked or renewed, expire at the conclusion of the next AGM of the Company to be held after passing this resolution or 15 months from the date of passing of this resolution, whichever shall be the earlier; and
4. the Company shall be entitled under such authority to make at any time before its expiry or termination any contract to purchase its own shares which will or might be concluded wholly or partly after the expiry or termination of such authority and may purchase its own shares pursuant to such contract.

By order of the Board

Maya Abu-Deeb

General Counsel & Group Company Secretary

Bloomsbury Publishing Plc

2 June 2021

Registered Office

50 Bedford Square

London

WC1B 3DP

Stock code: BMY

Annual Report and Accounts 2021 207