DWf : Notice of Meeting 2023

Notice of Annual General Meeting 2023

To be held at

20 Fenchurch Street, London EC3M 3AG

on 20 October 2023 at 12.00pm

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 the document or as to the action you should take, you are recommended to seek your own advice from a stockbroker, solicitor, accountant or other independent advisor authorised under the Financial Services and Markets Act 2000, if you are a resident of the United Kingdom, or, if not, another appropriately authorised independent professional advisor.

If you have sold or otherwise transferred all of your shares in DWF Group plc, please forward this document, together with the accompanying documents (except for any personalised forms), as soon as possible either 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.

Chair's letter

DWF Group plc

("DWF" or the "Company") Registered office:

20 Fenchurch Street

London EC3M 3AG

Telephone: [phone]

Website: dwfgroup.com

Incorporated in

England and Wales

No. 11561594

11 September 2023

Notice of Annual General Meeting

Dear Shareholder,

I am writing to give you details of the Company's annual general meeting ("AGM") which will be held at 12.00pm on 20 October 2023 at 20 Fenchurch Street, London EC3M 3AG. The formal notice of AGM is set out on pages 3 to 5 of this document and an explanation of the business to be considered and voted on at the AGM is set out on pages 6 to 8.

The AGM is an important event in the Company's corporate calendar and provides an opportunity to engage with shareholders and for shareholders to pass the necessary resolutions for the conduct of the business and affairs of the Company.

The Company encourages shareholders to submit any questions they would like to have answered at the AGM by emailing them to [e-mail] in advance, so as to be received no later than 10.30am on 20 October 2023. Where it is not possible to answer any of the questions submitted prior to and during the AGM (for example, due to time constraints), the Directors will endeavour, where appropriate, to answer such questions by publishing thematic responses on the Company's website at dwfgroup.com/en/investors as soon as practicable following the AGM. A full transcript of the meeting will also be uploaded.

Your vote is important to us. We strongly encourage you to vote on all resolutions electronically in advance of the meeting, appointing the Chair as your proxy, whether or not you are ultimately able to attend in person.

The ways to vote, in advance of or at the AGM, are as follows:

1. Register your vote electronically by logging into our Registrar, Equiniti's ("Registrar" or "Equiniti") website sharevote.co.uk.
   If you have already registered with the Registrar's online portfolio service, Shareview, you can submit your proxy by logging on to your portfolio at shareview.co.uk and following the instructions. Please note that votes submitted electronically in this manner should be submitted by no later than 12.00pm on 18 October 2023.
2. Appoint a proxy to vote on your behalf. Fill in the proxy form enclosed with this document and return it to the Registrar
   as detailed in note 3 on page 9, appoint your proxy electronically as detailed in note 4 on page 9, if you are a CREST member, appoint your proxy through the CREST proxy appointment service as detailed in note 5 on page 9, or if you are an institutional shareholder, appoint your proxy electronically via the Proxymity platform as detailed in note 9 on page 10. Shareholders who wish to appoint a proxy are recommended to appoint the Chair of the meeting as their proxy. If a shareholder appoints someone else as their proxy, that proxy may not be able to attend the meeting in order to cast the shareholder's vote. Please note that the deadline for the receipt by the Registrar of all proxy appointments is 12.00pm on 18 October 2023.
3. Attend the AGM in person. We strongly encourage you to vote on all resolutions electronically in advance of the meeting, appointing the Chair as your proxy, whether or not you are ultimately able to attend in person. If your intention is to attend in person, the Board kindly requests that you pre-register your intention to attend by emailing [e-mail] no later than 5.00pm on 19 October 2023. If you are attending in person, please bring photographic identification with you in accordance with building security requirements.

The results of the voting will be announced through a Regulatory Information Service and will be published on our website dwfgroup.com/en/investors on 20 October 2023 or as soon as practicable after the AGM. Please also refer to our website dwfgroup.com/en/investors for any updates to the arrangements for the AGM.

The Board considers that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole and are therefore likely to promote the success of the Company. The Board unanimously recommends that you vote in favour of each of the resolutions being put to the AGM, as the Directors intend to do in respect of their own beneficial shareholdings (other than in respect of those matters in which they are interested).

Yours faithfully,

Jonathan Bloomer

Chair

DWF Group plc

2	DWF Group plc
Notice of Annual General Meeting 2023

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting ("AGM") of DWF Group plc will be held at 12.00pm on

20 October 2023 at 20 Fenchurch Street, London EC3M 3AG to consider and, if thought fit, pass the resolutions as set out below.

Resolutions 1 to 16 will be proposed as ordinary resolutions and resolutions 17 to 20 will be proposed as special resolutions. Further information on all resolutions is given in the Explanatory Notes on pages 6 to 8.

Ordinary Resolutions

1. To receive the reports of the Directors and Auditor and the audited financial statements of the Company for the financial year ended 30 April 2023.
2. To approve the Directors' Remuneration Report, other than the part containing the Directors' remuneration policy, for the financial year ended 30 April 2023 set out on pages 70 to 88 in the Annual Report and Accounts
   for the financial year ended 30 April 2023.
3. To re-elect Jonathan Bloomer as a Director.
4. To re-elect Chris Sullivan as a Director.
5. To re-elect Sir Nigel Knowles as a Director.
6. To re-elect Chris Stefani as a Director.
7. To re-elect Matthew Doughty as a Director.
8. To re-elect Teresa Colaianni as a Director.
9. To re-elect Samantha Duncan as a Director.
10. To re-elect Luke Savage as a Director.
11. To re-elect Seema Bains as a Director.
12. To re-elect Michele Cicchetti as a Director.
13. To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid.
14. To authorise the Audit Committee for and on behalf of the Board to determine the remuneration of the Auditor.

15. That, in accordance with section 366 of the Companies Act 2006, the Company and all companies that are subsidiaries of the Company at any time during the period for which this resolution has effect are authorised to:

1. make political donations to political parties or independent election candidates, not exceeding £50,000 in total;
2. make political donations to political organisations other than political parties, not exceeding £50,000 in total; and
3. incur political expenditure not exceeding £50,000 in total,

provided that the aggregate amount of any such donations and expenditure shall not exceed £50,000 during the period beginning with the date of the passing of this resolution and ending at the close of business on 19 January 2025 or, if sooner, the conclusion of the next annual general meeting of the Company after the passing of this resolution, unless previously renewed, varied or revoked by the Company in general meeting.

For the purpose of this resolution, the terms "political donations", "political parties", "independent election candidates", "political organisations" and "political expenditure" have the meanings set out in sections 363 to 365 of the Companies Act 2006.

16. That:

1. in substitution for all existing authorities, the Directors be generally and unconditionally authorised, in accordance with section 551 of the Companies Act 2006, to exercise all powers of the Company to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company:
2. 1. up to a maximum nominal amount of £1,139,932 (such amount to be reduced by the nominal amount of any equity securities (as defined in section 560 of the Companies Act 2006) allotted under paragraph (ii) below in excess of £1,139,932); and
   2. comprising equity securities (as defined in section 560 of the Companies Act 2006) up to a maximum nominal amount of £2,279,864 (such amount to be reduced by any shares allotted or rights granted under paragraph (i) above) in connection with an offer by way of a rights issue:
   3. 1. to holders of ordinary shares in proportion
         (as nearly as may be practicable) to their existing holdings; and
      2. to holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

and so that the Directors may make such exclusions or other arrangements as they consider expedient in relation to treasury shares, fractional entitlements, record dates, shares represented by depositary receipts, legal, regulatory or practical problems under the laws in any territory or the requirements of any relevant regulatory body

or stock exchange or any other matter;

DWF Group plc	3
Notice of Annual General Meeting 2023

Notice of Annual General Meeting continued

b. this authority shall expire at the earlier of the	b.	this power shall expire at the earlier of the conclusion
conclusion of the next annual general meeting of the		of the next annual general meeting of the Company after
Company after the passing of this resolution or the		the passing of this resolution or the close of business on
close of business on 19 January 2025, unless previously		19 January 2025, unless previously renewed, varied or
renewed, varied or revoked by the Company in general		revoked by the Company in general meeting; and
meeting; and	c.	the Company may, before this power expires, or if this
c. the Company may, before this authority expires, or if		authority is previously renewed, varied or revoked, before
this authority is previously renewed, varied or revoked,		this authority is previously renewed, varied or revoked,
before this authority is previously renewed, varied or		make an offer or agreement which would or might require
revoked, make an offer or agreement which would or		equity securities to be allotted after it expires and the
might require shares to be allotted or rights to be		Directors may allot equity securities in pursuance of
granted after it expires and the Directors may allot		such offer or agreement as if this power had not expired.
shares or grant rights in pursuance of such offer	18. That, subject to the passing of resolution 16:
or agreement as if this authority had not expired.
a.	in addition to any authority granted under resolution 17,
Special Resolutions
	the Directors be given power:
17. That, in substitution for all existing authorities and subject
	i. to allot equity securities (as defined in section 560
to the passing of resolution 16:
a. the Directors be given power:		of the Companies Act 2006) for cash pursuant to
	the authority conferred on them by that resolution
i. to allot equity securities (as defined in section 560		under section 551 of that Act; and
	of the Companies Act 2006) for cash pursuant to		ii. to allot equity securities as defined in section
	the authority conferred on them by resolution 16
		560(3) of that Act (sale of treasury shares) for cash,
	under section 551 of that Act; and
		in either case as if section 561 of that Act did not apply
ii.	to allot equity securities as defined in section
	to the allotment, but this power shall be:
	560(3) of that Act (sale of treasury shares) for cash,
		A.	limited to the allotment of equity securities
in either case as if section 561 of that Act did not apply
		up to a maximum nominal amount
to the allotment, but this power shall be limited:
		of £170,990; and
A.	to the allotment of equity securities in connection
	B.	used only for the purposes of financing
	with an offer or issue of equity securities (but, in the
			(or refinancing, if the authority is to be used
	case of the authority granted under resolution 16(a)
			within six months after the original transaction)
	(ii), by way of a rights issue only) to or in favour of:
			a transaction which the Board of the Company
	a. holders of ordinary shares in proportion			determines to be an acquisition or other
	(as nearly as may be practicable) to their			capital investment of a kind contemplated
	existing holdings; and			by the Statement of Principles on Disapplying
	b. holders of other equity securities if this is			Pre-Emption Rights most recently published
			by the Pre-Emption Group prior to the date
	required by the rights of those securities
			of this notice;
	or, if the Directors consider it necessary,
	b.	this power shall expire at the earlier of the conclusion
	as permitted by the rights of those securities,
	and so that the Directors may make such		of the next annual general meeting of the Company after
		the passing of this resolution or the close of business
	exclusions or other arrangements as they consider
		on 19 January 2025, unless previously renewed, varied
	expedient in relation to treasury shares, fractional
		or revoked by the Company in general meeting; and
	entitlements, record dates, shares represented by
	c.	the Company may, before this power expires, or if
	depositary receipts, legal, regulatory or practical
	problems under the laws in any territory or the		this authority is previously renewed, varied or revoked,
	requirements of any relevant regulatory body		before this authority is previously renewed, varied or
	or stock exchange or any other matter; and		revoked, make an offer or agreement which would or
B.	to the allotment of equity securities pursuant to the		might require equity securities to be allotted after it
	expires and the Directors may allot equity securities

authority granted under resolution 16(a)(i) and/or	in pursuance of such offer or agreement as if this
by virtue of section 560(3) of the Companies Act
power had not expired.
2006 (in each case otherwise than under
paragraph A above) up to a maximum
nominal amount of £170,990;

4	DWF Group plc
Notice of Annual General Meeting 2023

1. That, in accordance with section 701 of the Companies Act 2006, the Company is generally and unconditionally authorised to make market purchases (within the meaning of section 693 of that Act) of ordinary shares in the capital of the Company ("Ordinary Shares") on such terms and
   in such manner as the Directors of the Company may determine, provided that:
2. 1. the maximum number of Ordinary Shares that
      may be purchased under this authority is 34,197,958;
   2. the minimum price which may be paid shall be the nominal value of that Ordinary Share (exclusive of expenses payable by the Company in connection with the purchase);
   3. the maximum price which may be paid for any Ordinary Share purchased under this authority (exclusive of expenses payable by the Company in connection with the purchase) shall not be more than the higher of:
   4. 1. an amount equal to 105% of the average of the middle market prices shown in the quotations for the Ordinary Shares in the London Stock Exchange
         Daily Official List for the five business days immediately preceding the day on which that Ordinary Share is purchased; and
      2. an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out;
   5. this authority shall expire at the earlier of the conclusion of the next annual general meeting of the Company after the passing of this resolution, or the close of business on 19 January 2025 unless renewed before that time; and
   6. the Company may make a contract or contracts to purchase Ordinary Shares under this authority before its expiry which will or may be executed wholly or partly after the expiry of this authority and may make a purchase of Ordinary Shares in pursuance of any such contract.
3. That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice.

By order of the Board

Darren Drabble

Group General Counsel and Company Secretary 11 September 2023

Registered office: 20 Fenchurch Street, London EC3M 3AG Registered in England and Wales No.11561594

DWF Group plc	5
Notice of Annual General Meeting 2023