THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker, solicitor, accountant or other professional adviser or other independent adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in Record plc, please pass this document, together with the accompanying documents, as soon as possible 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.

Record plc

(the "Company")

(incorporated and registered in England and Wales under number 01927640)

Notice of Annual General Meeting 2020 and explanatory circular to shareholders

Contents

Page

Letter from the Chairman of the Company

2

Notice of Annual General Meeting 2020

3

Explanation of resolutions

6

Board biographies and skills

11

Notes to the Notice of Annual General Meeting

12

Appendix 1 - Statement of Reasons connected with ceasing to hold office as Auditors

15

Appendix 2 - Changes to the articles of association

16

Notes to the proxy form

18

Proxy form 2020

19

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of Record plc set out on page 2 of this document which contains the recommendation by the Directors of the Company to shareholders to vote in favour of the resolutions to be proposed at the Annual General Meeting.

Notice of the Annual General Meeting of Record plc to be held at the Company's offices at Morgan House, Madeira Walk, Windsor, Berkshire, SL4 1EP at 10 a.m. on 4 August 2020 is set out at the end of this document. Shareholders will also find enclosed with this document a form of proxy for use in connection with 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 Link Asset Services at PXS1, 34 Beckenham Road, Beckenham, BR3 4ZF no later than 10 a.m. on 31 July 2020.

Record plc

(the "Company") (incorporated and registered in England and Wales under number 01927640)

Registered Office:

Morgan House

Madeira Walk

Windsor

Berkshire SL4 1EP

30 June 2020

Dear Shareholder,

Letter from the Chairman of the Company

I am writing to inform you that the Company's Annual General Meeting will be held at the Company's offices at Morgan House, Madeira Walk, Windsor, Berkshire, SL4 1EP at 10 a.m. on Tuesday, 4 August 2020.

In light of the covid-19 pandemic, and the UK Government's current guidance regarding social distancing and the prohibition of public gatherings, the arrangements and format of the Annual General Meeting have been altered this year in order to protect the health and well-being of shareholders and attendees. In particular, and with much regret, the Board has decided that this year's Annual General Meeting will take place as a closed meeting and shareholders will not be able to attend in person.

The Company will make arrangements such that the legal requirements to hold the Annual General Meeting can be satisfied through the attendance of a minimum number of people and the format of the meeting will be simply to propose and vote on the resolutions set out in the Notice.

The Company will continue to closely monitor the developing impact of covid-19, including the latest Government guidance and restrictions, and how this may affect the arrangements for the Annual General Meeting. If it becomes necessary or appropriate to revise the current arrangements for the Annual General Meeting, further information will be made available on our investors' website at https://ir.recordcm.com, by RIS announcement and by any other means legally required at that time.

Despite these exceptional circumstances, the Board is keen to maintain engagement with shareholders. In order to facilitate this, if you are a shareholder and would like to ask the Board a question on the business of the AGM, please email your question to ShareholderQuestions@recordcm.com by 10 a.m. on Wednesday, 29 July 2020. Responses will be made via return of email or published on our investors' website at https://ir.recordcm.com as deemed appropriate by the Board of Directors.

The notice of Annual General Meeting is set out on pages 3 to 5 of this document and there is a form of proxy on page 19 to enable you to exercise your voting rights. A copy of the Annual Report and Accounts for the year ended 31 March 2020 (the "2020 Annual Report") is available on our website (and is also enclosed with this notice if you have opted to receive hard copy shareholder documents).

The purpose of the Annual General Meeting is to seek shareholders' approval for the Resolutions therefore I strongly encourage you to submit a proxy vote in advance of the meeting and, given the current restrictions on attendance, to appoint the Chairman of the Meeting as your proxy rather than a named person who will not be permitted to attend the meeting. You can do this by:

  • logging on to www.signalshares.com. You will need your investor code which is detailed on your share certificate or dividend confirmation or is available by calling Link Asset Services on 0371 664 0300 (calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate); or
  • completing the hard copy form attached to the Notice of Meeting and returning it to Link Asset Services at the address shown on the form.
  • Alternatively, if you hold shares in CREST, you can appoint a proxy by using the CREST electronic proxy appointment service.

Proxy appointments must be received by the Company's Registrar, Link Asset Services by no later than 10 a.m. on 31 July 2020.

In the opinion of the Directors, each of the resolutions to be proposed at the Annual General Meeting is in the best interests of the Company and shareholders as a whole. Accordingly, the Directors recommend that shareholders vote in favour of the resolutions at the Annual General Meeting, as the Directors intend to do in respect of their own beneficial holdings of ordinary shares.

If you require further information on the Record Group and its activities please visit our website www.recordcm.com. Yours faithfully,

Neil Record

Chairman, Record plc

2

Record plc Notice of Annual General Meeting 2020

Notice of Annual General Meeting 2020

Record plc (the "Company") (registered in England and Wales under number 01927640)

Notice is hereby given that the Annual General Meeting of Record plc (the "Company") will be held at the Company's offices at Morgan House, Madeira Walk, Windsor, Berkshire, SL4 1EP at 10 a.m. on 4 August 2020.

In light of the Coronavirus pandemic and in response to the UK Government's guidance the Annual General Meeting will take place as a closed meeting and shareholders will not be able to attend in person.

The purpose of the meeting is to consider and, if thought fit, to pass the following resolutions of which resolutions 15 to 19 will be proposed as special resolutions and all other resolutions will be proposed as ordinary resolutions.

For further information on all of the resolutions, please refer to the Explanation of Resolutions which can be found on pages 6 to 10.

Ordinary Resolutions

Annual Report and Accounts

1. To receive and adopt the audited accounts and the Directors' and Auditor's Reports for the financial year ended 31 March 2020 (the "Annual Report and Accounts").

Directors' Remuneration Report and Remuneration Policy

  1. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy), set out on pages 70 to 85 of the Annual Report and Accounts for the financial year ended 31 March 2020.
  2. To approve the Directors' Remuneration Policy, set out in the Directors' Remuneration Report on pages 72 to 76 of the Annual Report and Accounts for the financial year ended 31 March 2020.

Final dividend

4. That the final dividend recommended by the Directors of 1.15 pence per ordinary share for the financial year ended 31 March 2020 be declared payable on 11 August 2020 to all members whose names appear on the Company's register of members at 6 p.m. on 3 July 2020.

Re-election and election of Directors

  1. To re-elect Neil Record as a Director of the Company.
  2. To re-elect Leslie Hill as a Director of the Company.
  3. To re-elect Steve Cullen as a Director of the Company.
  4. To re-elect Bob Noyen as a Director of the Company.
  5. To re-elect Jane Tufnell as a Director of the Company.
  6. To re-elect Rosemary Hilary as a Director of the Company.
  7. To re-elect Tim Edwards as a Director of the Company.

Auditor

  1. To appoint BDO LLP as Auditor of the Company to hold office until the conclusion of the next general meeting of the Company at which accounts are laid.
  2. To authorise the Directors to determine the remuneration of the Auditor.

Directors' authority to allot shares

14. That the Directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares in the Company and grant rights to subscribe for or to convert any security into shares in the Company:

  1. up to a nominal amount of £16,587.86; and

b) comprising equity securities (as defined in section 560(1) of the Act) up to an aggregate nominal amount of £16,587.86 in connection with an offer by way of a rights issue to:

  1. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  2. holders of other equity securities as required by the rights of those securities or, subject to such rights as the Directors otherwise consider necessary,

and so that 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.

The authorities conferred on the Directors to allot securities under paragraphs (a) and (b) will expire at the conclusion of the annual general meeting of the Company to be held in 2021 or at close of business on 4 November 2021, whichever is sooner (unless previously renewed, varied or revoked by the Company at a general meeting). The Company may before these authorities expire, make an offer or enter into an agreement which would or might require such securities to be allotted after such expiry and the Directors may allot such securities in pursuance of that offer or agreement as if the power conferred by this resolution had not expired.

Record plc Notice of Annual General Meeting 2020

3

Notice of Annual General Meeting 2020 continued

Record plc (the "Company") (registered in England and Wales under number 01927640)

Special Resolutions

Disapplication of pre-emption rights

15. That, subject to the passing of Resolution 14, the Directors be given powers pursuant to sections 570 and 573 of the Act to allot equity securities (as defined in section 560(1) of the Act) for cash under the authority given by Resolution 14 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) and sub-sections (1) to (6) of section 562 of the Act did not apply to any such allotment or sale, provided that such power be limited to:

  1. the allotment of equity securities (or sale of treasury shares) in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Resolution 14 above, by way of a rights issue only) to:
    1. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
    2. holders of other equity securities as required by the rights of those securities or, subject to such rights as the Directors otherwise consider necessary,

and so that 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

  1. the allotment of equity securities (or sale of treasury shares) for cash (otherwise than pursuant to paragraph (a) above) up to an aggregate nominal amount of £2,488.18.

These authorities will expire at the conclusion of the annual general meeting of the Company to be held in 2021 or at close of business on 4 November 2021, whichever is sooner (unless previously renewed, varied or revoked by the Company at a general meeting).

The Company may before these authorities expire, make an offer or enter into an agreement which would or might require equity securities to be allotted (or treasury shares sold) after such expiry and the Directors may allot equity securities or sell treasury shares in pursuance of that offer or agreement as if the power conferred by this resolution had not expired.

16. That, subject to the passing of Resolution 14, the Directors be given powers pursuant to sections 570 and 573 of the Act in addition to any authority granted under Resolution 15 to allot equity securities (as defined in section 560(1) of the Act) for cash under the authority given by Resolution 14 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) and sub-sections (1) to (6) of section 562 of the Act did not apply to any such allotment or sale, such authority to be:

  1. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £2,488.18; and

ii) 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 this notice.

These authorities will expire at the conclusion of the next annual general meeting of the Company or at close of business on 4 November 2021, whichever is sooner (unless previously renewed, varied or revoked by the Company at a general meeting).

The Company may before these authorities expire, make an offer or enter into an agreement which would or might require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power conferred by this resolution had not expired.

4

Record plc Notice of Annual General Meeting 2020

Purchase of own shares

17. That the Company be and is hereby unconditionally and generally authorised for the purpose of section 701 of the Act to make market purchases (as defined in section 693 of the Act) of ordinary shares of 0.025 pence each in the capital of the Company ("Ordinary shares") on such terms and in such manner as the Directors may determine provided that:

  1. the maximum number of Ordinary shares which may be purchased is 19,905,432, being 10% of the Ordinary shares in issue as at 29 June 2020;
  2. the minimum price (exclusive of expenses) which may be paid for each Ordinary share is its nominal value;
  3. the maximum price (exclusive of expenses) which may be paid for an Ordinary share shall not be more than the higher of:
  1. an amount equal to 105% of the average middle market quotations for an Ordinary share, as derived from the London Stock Exchange

Daily Official List, for the five business days immediately preceding the day on which the Ordinary share is purchased; and

    1. 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 as derived from the trading venue where the purchase is carried out;
  1. this authority shall expire at the conclusion of the annual general meeting of the Company to be held in 2021 or at close of business on 4 November 2021, whichever is sooner; and
  2. the Company may make a contract to purchase its own Ordinary shares under the authority conferred by this resolution prior to the expiry of such authority, and such contract will or may be executed wholly or partly after the expiry of such authority, and the Company may make a purchase of its own Ordinary shares in pursuance of any such contract.

Articles of association

18. That, with effect from the end of the AGM, the articles of association produced to the meeting and signed by the Chairman for the purpose of identification, are adopted as the articles of association of the Company in substitution for, and to the exclusion of, the Company's existing articles of association.

Notice period for general meetings, other than an annual general meeting

19. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice. By order of the Board

Joanne Manning

Company Secretary, Record plc

Date: 30 June 2020

Registered office: Record plc, Morgan House, Madeira Walk, Windsor, Berkshire, SL4 1EP

Record plc Notice of Annual General Meeting 2020

5

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