Hogg Robinson : Further support for the proposed sale of Fraedom

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

14 February 2018

Further support for the proposed sale of Fraedom

On 9 February 2018 Hogg Robinson Group plc ('Hogg Robinson' or the 'Company') announced that it had entered into a conditional agreement with Visa with respect to the sale of Fraedom. The Fraedom Sale constitutes a Class 1 transaction for the Company under the Listing Rules and completion of the Fraedom Sale is therefore conditional on Shareholder approval.

The Company announces that it has since received an irrevocable undertaking from Teleios Capital Partners LLC ('Teleios') to vote in favour of the resolution to be proposed at the General Meeting of the Company to approve the Fraedom Sale, in respect of 43,376,855 Ordinary Shares, representing approximately 13.24 per cent. of the issued ordinary share capital of Hogg Robinson as at 13 February 2018 (being the latest practicable date prior to the publication of this announcement).

As such, the Company has received irrevocable undertakings from Shareholders (including Directors) holding, in aggregate, 197,190,378 Ordinary Shares, amounting to 60.19 per cent. of the total issued share capital of the Company to vote in favour of the resolution to be proposed at the General Meeting of the Company to approve the Fraedom Sale.

Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the announcement in relation to the Fraedom Sale released by the Company on 9 February 2018.

Enquiries

Hogg Robinson Group plc [phone]

Michele Maher, Chief Financial Officer

Angus Prentice, Head of Investor Relations

Rothschild [phone]

Ravi Gupta

Edward Duckett

FTI Consulting [phone]

John Waples

Alex Le May

Investec Bank plc (joint corporate broker) [phone]

Sara Hale

Rob Baker

Peel Hunt (joint corporate broker) [phone]

Mike Bell

Charles Batten

Notice related to financial adviser

N.M. Rothschild & Sons Limited ('Rothschild'), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Hogg Robinson and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Hogg Robinson for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Notice related to joint corporate brokers

Investec, which is authorised by the Prudential Regulation Authority and regulated in the UK by the FCA and the Prudential Regulation Authority, is acting exclusively for the Company and for no-one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Company for providing the protections afforded to clients of Investec nor for providing advice in relation to the Fraedom Sale or any other matter or arrangement referred to in this announcement.

Peel Hunt, which is authorised and regulated in the UK by the FCA, is acting exclusively for the Company and for no-one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to the Fraedom Sale or any other matter or arrangement referred to in this announcement.