Renewi : Notice of AGM 11 July 2024

Renewi plc

Dear Shareholder

18 June 2024

Notice of Annual General Meeting -11 July 2024

Our Annual General Meeting ("AGM") will be held at the offices of Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London, E1 6PW on Thursday 11 July 2024 at 11.00 a.m. Full details of the meeting and the resolutions that will be put to shareholders are set out in the enclosed Notice of Annual General Meeting (the "Notice").

Delivering for shareholders and maximising the value of Renewi

Over the past year, the Company has delivered against its strategy. The Company has reshaped its portfolio, including the recently announced disposal of its UK Municipal business, delivered strong and structural increases in profitability at Coolrec and Maltha, transformed the performance in M&W with ATM outperforming plan, and delivered increasing cash generation. The Board and Executive Team fully recognise the need to deliver improved and sustained value for all shareholders. They believe they have the strategy in place to achieve this and are encouraged by the execution momentum. That said, consistent with its fiduciary duties, the Board wishes to reiterate its willingness to objectively evaluate all alternative routes to maximise value on a timely basis.

The Board also remains committed to strong governance, including evolution of the Board in the ordinary course, in part to achieve the Board's ambition to meet the Board diversity targets set out in Listing Rule 9.8.6(9) by the end of 2024. The Board looks forward to the support of the Company's shareholders at the forthcoming AGM as it continues to oversee the delivery of the Company's strategic vision and creation of sustained value for all shareholders.

Disapplication of pre-emption rights authority

At the 2023 annual general meeting, in accordance with the Pre-Emption Group's Statement of Principles, the Company sought authority to issue shares for cash on a non-pre-emptive basis up to a maximum of 20% of the Company's issued share capital, spread over two resolutions (in each case, with a further authority for the purposes of making a follow-on offer). A significant minority of our shareholders voted against the increased authority requested under the second dis-application of pre-emption rights resolution, which did not pass. As a result, at the 2024 AGM, the Board is proposing a single resolution for the dis-application of pre-emption rights for up to 10% of the Company's issued share capital (plus follow-on offers), having taken into consideration the views of our shareholders.

Voting at the 2024 AGM

In order to vote by proxy you should complete a Form of Proxy and return it to our Registrar by post at the address stated on the form. In order for your Form of Proxy to be considered, the Registrar must receive it no later than 11.00 a.m. on Tuesday, 9 July 2024. Alternatively, you may vote or appoint a proxy electronically at the Registrar's website, www.investorcentre.co.uk/eproxy, provided that the Registrar receives your voting or proxy instructions by 11.00 a.m. on Tuesday, 9 July 2024. Whether or not you intend to attend the meeting in person, you are recommended to submit your voting instructions in advance of the AGM. This will not prevent you from attending and voting at the meeting in person should you so wish.

Shareholders holding shares in CREST may appoint a proxy through the CREST system in accordance with the instructions set out under point 5 on page 8 of this circular. Shareholders holding their shares through Nederlands Centraal Instituut voor Giraal Effectenverkeer BV ('Euroclear Nederland') may vote by proxy in accordance with the instructions set out under point 6 on page 9 of this circular.

Recommendation

The Board considers the resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole and the Directors unanimously recommend you give them your support by voting in favour of the resolutions, as the Directors intend to do themselves in respect of their own beneficial holdings in the Company.

Yours faithfully

Ben Verwaayen

Chairman

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to what action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised pursuant to the Financial Services and Markets Act 2000 if you are in the UK, or from another appropriately authorised independent professional adviser if you are outside of the UK. If you have sold or transferred all of your shares in Renewi plc, please ensure that this document

is passed to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Renewi plc, Enigma, Wavendon Business Park, Ortensia Drive, Wavendon, Milton Keynes, Buckinghamshire,

England MK17 8LX, www.renewi.com

Registered Office: 16 Charlotte Square, Edinburgh EH2 4DF Registered in Scotland no. SC077438

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting (the "AGM") of Renewi plc (the "Company") will be held at the offices of Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London, E1 6PW on Thursday, 11 July 2024 at 11.00 a.m. to consider and,

if thought fit, pass the resolutions set out below.

Resolutions 1 to 15 will be proposed as ordinary resolutions. Resolutions 16 to 18 will be proposed as special resolutions. Voting on each resolution will be by way of a poll.

Reports and Accounts

Resolution 1 - To receive and adopt the Reports of the Directors and the financial statements for the year ended 31 March 2024 together with the Auditors' Report.

Final Dividend

Resolution 2 - To declare a final dividend of 5 pence per Ordinary Share for the year ended 31 March 2024, to be paid on 31 July 2024 to holders of ordinary shares in the capital of the Company on the register of members at the close of business on 28 June 2024.

Directors' Remuneration

Resolution 3 - To approve the Annual Statement by the Chairman of the Remuneration Committee and the Annual Report on Directors' Remuneration for the year ended 31 March 2024 on pages 128 to 130 and 138 to 147 of the Annual Report and Accounts 2024 respectively.

Re-election of Directors

Resolution 4 - To re-elect Ben Verwaayen as a Director. Resolution 5 - To re-elect Allard Castelein as a Director. Resolution 6 - To re-elect Katleen Vandeweyer as a Director. Resolution 7 - To re-elect Jolande Sap as a Director. Resolution 8 - To re-elect Luc Sterckx as a Director. Resolution 9 - To re-elect Neil Hartley as a Director. Resolution 10 - To re-elect Otto de Bont as a Director. Resolution 11 - To re-elect Annemieke den Otter as a Director.

Auditors' re-appointment

Resolution 12 - To re-appoint BDO LLP as auditors of the Company to hold office from the conclusion of the AGM until the conclusion of the next general meeting at which accounts are laid.

Resolution 13 - To authorise the Audit Committee to determine the remuneration of the Company's auditors.

Political donations

Resolution 14 - THAT in accordance with sections 366 and 367 of the Companies Act 2006 (the "Act"), the Company and all companies that are its subsidiaries at any time during the period for which this resolution is effective be and are hereby authorised:

1. to make political donations to political parties, political organisations and/or independent election candidates, not exceeding £25,000 in total; and

1. to incur political expenditure, not exceeding £25,000 in total, during the period beginning on the date of the passing of this resolution and ending on the earlier of 30 September 2025 and the conclusion of the next Annual General Meeting of the Company after the passing of this resolution.

For the purpose of this resolution the terms 'political donation', 'political parties', 'independent election candidates', 'political organisation' and 'political expenditure' have the meanings given by sections 363 to 365 of the Act.

Authority to allot shares

Resolution 15 - THAT:

1. the Board of Directors of the Company (the "Board") be and is hereby 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 capital of the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £26,853,156, provided that 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, on 30 September 2025), save that the Company may, before such expiry, make an offer or enter into an agreement which would or might require shares to be allotted, or rights to subscribe for or to convert securities into shares to be granted, after such expiry and the Board may allot shares, or grant rights to subscribe for or to convert securities into shares, in pursuance of such an offer or agreement as if the authority conferred hereby had not expired; and further
2. the Board be and is hereby generally and unconditionally authorised to exercise all the powers of the Company to allot equity securities (within the meaning of section 560 of the Act) up to an aggregate nominal amount of £26,853,156 in connection with or pursuant to an offer in favour of ordinary shareholders on the register of members on such record dates as the Board may determine where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on any such record dates (subject to such exclusions or other arrangements as the Board may deem necessary
   or expedient to deal with treasury shares, fractional entitlements or legal, regulatory or practical problems arising under the laws of, or the requirements of any regulatory body or stock exchange in, any territory, or by virtue of shares being represented by depositary receipts or any other matter whatsoever), provided that 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, on 30 September 2025), save that the Company may before such expiry make an offer or enter into an agreement which would or might require equity securities to be allotted after such expiry and the Board may allot equity securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

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Disapplication of pre-emption rights

Resolution 16 - THAT, if Resolution 15 is passed, the Board of Directors of the Company (the "Board") be authorised pursuant to sections 570 (1) and 573 of the Companies Act 2006 (the "Act") to allot equity securities (as defined in section 560 of 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, in each case as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited:

1. to the allotment of equity securities and the sale of treasury shares for cash in connection with or pursuant to an offer of or invitation to acquire equity securities in favour of holders of ordinary shares (excluding any holder holding shares as treasury shares) on the register of members of the Company on a date fixed by the Board where the equity securities respectively attributable to the interests of such holders are proportionate (as nearly as practicable) to the respective numbers of ordinary shares held by them on that date (and holders of any other class of equity securities entitled to participate therein or if the Board consider it necessary, as permitted by the rights of those securities) subject to such exclusions or other arrangements as the Board deem necessary or expedient to deal with treasury shares, fractional entitlements or legal, regulatory or practical problems arising under the laws of, or the requirements of any regulatory body or stock exchange in, any territory, or by virtue of shares being represented by depositary receipts or any other matter whatsoever); and
2. to the allotment of equity securities (authorised under Resolution 15(a) above) or in the case of a sale of treasury shares (otherwise than under paragraph (a) above and
   (c) below) up to a nominal amount of £8,055,947; and
3. to the allotment of equity securities (authorised under Resolution 15(a) above) or in the case of a sale of treasury shares, (otherwise than under paragraph (a) or paragraph (b) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated
   by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution (or, if earlier, on 30 September 2025) save that, in each case, the Company may before such expiry make an offer and enter into an agreement, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after such expiry and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority conferred hereby had not expired.

Company's authority to purchase its own shares

Resolution 17 - THAT the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the "Act") to make one or more market purchases (within the meaning of section 693(4) of the Act)

of ordinary shares in the Company on such terms as the Directors of the Company may determine provided that:

1. the maximum aggregate number of ordinary shares hereby authorised to be purchased shall be 8,055,947;
2. the minimum price (exclusive of expenses) which may be paid for any ordinary share shall be £1.00, being the nominal value of each ordinary share;
3. the maximum price (exclusive of expenses) which may be paid for each ordinary share shall be the higher of:
4. 1. an amount equal to 105% of the average of the middle market quotations for an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which the ordinary share is contracted to be purchased; and
   2. an amount equal to the higher of the price of the last independent trade of any ordinary share of the Company and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out; and
5. unless previously renewed, varied or revoked, the authority hereby conferred shall expire on the earlier of 30 September 2025 or the conclusion of the Company's AGM to be held in 2025, save that a contract of purchase may be made before such expiry which will or may be completed wholly or partially thereafter, and a purchase of ordinary shares may be made in pursuance of any such contract as if this authority had not expired.

Call general meetings on short notice

Resolution 18 - 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

Dominic Murray, FCG

Company Secretary

18 June 2024

Registered Office

16 Charlotte Square, Edinburgh EH2 4DF

Registered in Scotland No. SC077438

Renewi plcNotice of Annual General Meeting 2024  3

Biographies of Directors seeking re-election

Ben Verwaayen, MSc

Chairman

Appointed: April 2020. He is also Chairman of the Nomination Committee.

Skills and experience: Ben has a breadth of experience, having been the CEO of several companies, including Alcatel-Lucent SA and BT plc. He held the position of vice chairman and chief operating officer of Lucent Technologies Inc, was president of KPN and a non-executive director of Bharti Airtel. He has also been chairman of a number of companies and industry bodies including the CBI Energy and Climate Change Board in the UK. Ben currently serves as a non-executive director on the boards of Ofcom and Akamai Technologies Inc. He is a Founding Partner at venture capital company Keen Venture Partners LLP. Ben graduated from Utrecht University with a master's degree in Law and International Politics.

Contribution to the Board: Ben brings extensive leadership and commercial expertise developed during a successful executive career and in Non-Executive roles to Renewi. His proven leadership capabilities facilitate the Board's drive and purpose in overseeing delivery of the Group's strategic objectives, with a view to maximising shareholder value.

Allard Castelein, MD

Senior Independent Director

Appointed: January 2017, appointed Senior Independent Director in September 2019. He is a member of the Remuneration, Nomination and Safety, Health and Environment Committees.

Skills and experience: Allard qualified as a medical doctor before pursuing an international career in the energy sector, holding

a number of senior positions at Shell in various countries, culminating in the post of Vice President Environment of Royal Dutch Shell in 2009. He was President and CEO of the Port of Rotterdam from 2014 to 2023. Currently Allard is a Supervisory Board member of SBM Offshore N.V., Heijmans N.V. and a Non- Executive director of Associated British Ports PLC. He is Chair

of the Supervisory Board of Rotterdam's Philharmonic Orchestra, the Erasmus Trust Fund, and Supervisory Board member of the Internationale Architectuur Biënnale Rotterdam. He is also Special Envoy for Critical Raw Materials for the Dutch Government.

Contribution to the Board: Allard is an experienced leader in industries adjacent to Renewi's operations and brings deep commercial and operational knowledge to Board oversight. In his role as Senior Independent Director he provides a valued sounding board to the Chairman and peer to the other Board members.

Katleen Vandeweyer, MSc

Independent Non-Executive Director

Appointed: December 2022, Katleen is also Chair of the Audit Committee and member of the Nomination Committee.

Skills and experience: Katleen brings a wealth of experience in finance and auditing, until July 2022 she was Deputy Chief Financial Officer at Belgian-listed company, Proximus SA, an international provider of digital services, communication and ICT solutions. Prior to Proximus, she held various leadership positions including that of CFO at Worldline S.A. and Arthur Andersen.

She currently serves as Non-Executive Director on the Boards

of Euroclear, Fedrus International BV, Ageas Group, AG Insurance and Vantiva S.A; she also sits on the Audit committees of Ageas Group, AG Insurance and is Audit Committee Chair of Euroclear and Vantiva. Previously, she sat on the Boards of Ion Beam Applications, bpost bank, Connectimmo N.V., Scarlet N.V. and Proximus Pension Fund. She holds a degree in Applied Economics from the University of Leuven.

Contribution to the Board: Katleen brings extensive recent and relevant financial experience to the Board from the various senior finance roles held during her career, and her involvement in and leadership of Audit Committees in other organisations. She is highly knowledgeable of both corporate and operational finance and has an extensive knowledge of financial reporting.

Jolande Sap, MSc

Non-Executive Director

Appointed: April 2018, Jolande is a member of the Audit Committee and Nomination Committee.

Skills and experience: Jolande is chair of the Social Impact Team that advises the Dutch government on the social and economic impact of pandemics and disruptive crises. She is also member

of the Board of the Dutch Emissions Authority, member of the Supervisory Board of Royal KPN N.V., a member of SAAT Triodos Bank and member of the Strategic Advisory Council of TNO Energy and Materials Transition. In addition, she is involved in a number of social initiatives, including Chair of the Smoke free table of the Dutch National Prevention Agreement, the Springtij Forum on sustainability and the Impact Economy Foundation. Between 2008 and 2012, Jolande represented the Dutch Green Party, GroenLinks, in the lower house of the Dutch parliament, leading the party from 2010. Before that she worked as an economist in the fields of science, policy and business. She was, amongst other things, head of the Incomes Policy department at the Ministry of Social Affairs and Employment, and director of the LEEFtijd center of expertise, a consultancy for sustainable employment issues. Jolande graduated from the Tilburg University in economics.

Contribution to the Board: Jolande brings a strong sustainability focus to Board discussions, drawing on her extensive knowledge of ESG matters and understanding of legislative and regulatory developments supporting the circular economy. Jolande forms

a critical link between the Board and Renewi's employees in her role as designated director for employee engagement.

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Luc Sterckx, MSc, PhD

Non-Executive Director

Appointed: September 2017 and appointed Chair of the Safety, Health and Environment Committee in February 2021. He is also a member of the Audit, Remuneration and Nomination Committees.

Skills and experience: Luc started his career at Exxon Chemicals, before becoming the CEO of Indaver and subsequently joining the executive committee of PetroFina, where he served as managing director of Fina Holding Deutschland and as group senior vice president for SHEQ matters worldwide. He was then appointed CEO of Oleon where he led a successful management buyout.

Luc was subsequently appointed as CEO of SPE-Luminus in 2005, the second largest power and gas company in Belgium, created as a result of a multi-party merger. Luc is an INSEAD certified international director and a specialist in internal governance. He currently holds a number of non-executive and advisory positions, specialising in the fields of energy and chemicals, renewables and corporate governance.

Contribution to the Board: Luc is a highly experienced CEO and Non-Executive Director, bringing extensive practical knowledge of health, safety and environment matters as well considerable hands-on experience in the waste recycling business, which is reflected in his Board contribution and employed in his work as SHEQ Committee Chair. He is a strong advocate of good corporate governance and a published author on the topic.

Neil Hartley, MA, MBA

Non-Executive Director

Appointed: January 2019 and appointed Chair of the Remuneration Committee in September 2019. He is also a member of the Audit, Nomination and Safety, Health and Environment Committees.

Skills and experience: Neil is a Partner at Velocity Partners, a private equity firm that invests in businesses that support the energy industry with focus on integration of renewable energy, lowering emissions, increasing energy efficiency, decarbonisation of industrial processes and other improvements to existing energy infrastructure. He has an MBA from Harvard Business School and is also a graduate of Oxford University in engineering, economics and management. Neil has a total of 18 years in private equity, and prior to that, spent six years in investment banking with Simmons & Company International, specialising in corporate finance, M&A and capital raising in the energy sector. Neil has also been a management consultant at McKinsey & Company Inc. and spent seven years in technical and line management roles with Schlumberger as a field service manager and field engineer.

Contribution to the Board: Neil is an experienced financial strategist with strong analytical capabilities, he brings a wealth of financial acumen to the Board, together with an established track record of working with a portfolio of companies to identify scope for operational and strategic improvement. He is highly experienced in M&A activity.

Otto de Bont, MSc

Chief Executive Officer

Appointed: April 2019.

Skills and experience: Otto was promoted to the role of Chief Executive Officer in April 2019. Prior to this, he was the Managing Director of Renewi's Commercial Waste Netherlands Division, playing a central role in the integration of Shanks Group plc with Van Gansewinkel Groep B.V. Before joining Renewi, Otto worked for a number of blue-chip companies including United Technologies' divisions Otis, Carrier and Chubb and General Electric's Material and Security divisions. He has worked a significant part of his career abroad, including in Belgium, Germany and the United States. During his six years at United Technologies, Otto spent time in various managerial positions culminating in his role as president of Chubb Continental Europe. Otto holds an MSc in Engineering from the University of Technology Twente. He is a member of

the Strategic Advisory Board of TNO's unit for Energy and Material Transition.

Contribution to the Board: Otto provides strategic leadership to the Group, leveraging his deep understanding of the business gained from his 7+ years tenure with Renewi. Otto's commitment to the circular economy, a crucial element in combating climate change, is a driving force within the Company. His experience prior to Renewi at Blue-Chip companies honed his abilities to lead diverse teams with passion, execute strategic imperatives including profitable organic growth and M&A and drive business improvement and efficiency.

Annemieke den Otter, MA, RC

Chief Financial Officer

Appointed: June 2022.

Skills and experience: Prior to joining renewi, Annemieke held the position of CFO of ERIKS, a €1.7bn revenue global engineering components and service provider (privately owned and part of SHV group). From 2016, she served for five years as the CFO of Ordina, a Dutch software company listed on the Amsterdam Stock Exchange. Earlier in her career she worked for three years at VolkerWessels, one of the large construction companies in the Netherlands. Prior to this she worked for ING and Macquarie Bank while in London for five years. Since 2020, she has been a Supervisory Board member of ForFarmers N.V., an international organisation offering feed solutions for livestock farming. Annemieke holds a master's degree in English and Literary Science from the Vrije Universiteit, Amsterdam and has a post-masters degree in finance and control from Erasmus University, Rotterdam (Register Controller in Dutch).

Contribution to the Board: Annemieke is a highly experienced CFO and brings to Renewi and the Board significant financial experience in large multinational companies, alongside well-developed business leadership and team management skills. Her track record of delivering financial improvement and discipline provides a firm foundation for the delivery of the Group's strategy. Annemieke has a comprehensive understanding of listed markets and a wealth of financial expertise.

Renewi plcNotice of Annual General Meeting 2024  5

Explanatory notes

The notes on the following pages provide explanations of the proposed resolutions.

Resolutions 1 to 15 are proposed as ordinary resolutions; meaning that a simple majority of votes cast in favour is required to pass each resolution.

Resolutions 16 to 18 are proposed as special resolutions; meaning that for each of these resolutions to be passed, not less than 75% of votes cast in favour is required.

Please note that a "vote withheld" (as it appears on the Form of Proxy) is not a vote in law and will not be counted in the calculation of the proportion of votes "for" or "against" a resolution.

Reports and Accounts (Resolution 1)

Shareholders are being asked to receive and adopt the audited accounts of the Group for the year ended 31 March 2024 together with the associated Directors' and Auditors' Reports.

Declaration of a Final Dividend (Resolution 2)

Resolution 2 deals with the declaration of a final dividend of 5 pence per Ordinary Share for the year ended 31 March 2024. If approved, the dividend will be paid on 31 July 2024 to Shareholders on the register of members at the close of business on 28 June 2024.

Directors' Remuneration Report (Resolution 3)

Resolution 3 seeks shareholder approval for the Annual Statement by the Chairman of the Remuneration Committee and the Annual Report on Remuneration, which can be found on pages 128 to 147 of the Annual Report and Accounts 2024, excluding the Directors' Remuneration Policy on pages 131 to 137. This vote is advisory and the Directors' entitlement to receive remuneration for the period to 31 March 2024 is not conditional upon it.

The Company's auditors during the year, BDO LLP, have audited those parts of the Directors' Remuneration Report that are required to be audited and their report may be found on pages 154 to 163 of the Annual Report and Accounts 2024.

Re-election of Directors (Resolutions 4 to 11)

The entire Board will retire at the AGM and offer themselves for re-election.

Biographical details of each Director standing for re-election

are set out in the Annual Report and Accounts 2024 and on pages 4 to 5 of this circular.

Following performance evaluations since the last AGM, the Board recommends to shareholders the re-election of these Directors, all of whom continue to demonstrate commitment to their respective roles and all of whose individual performance continues to be effective.

The Board considers each of the Non-Executive Directors to be independent.

Appointment of Auditors and Auditors' Remuneration (Resolutions 12 and 13)

The Company is required to appoint auditors at each general meeting at which accounts are presented to shareholders and BDO LLP have indicated their willingness to continue in office.

Accordingly, shareholders are being asked to re-appoint BDO LLP as auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company. Shareholders are also being asked to authorise the Audit Committee to determine the remuneration of the Company's auditors.

Political Donations (Resolution 14)

In accordance with the Companies Act 2006 (the "Act"), a company may not make a political donation or incur political expenditure unless it has been authorised by ordinary resolution or the political donation does not exceed £25,000 when aggregated with all Group political donations in the past 12 months. While it remains the Company's policy not to make political donations or to incur political expenditure, the terms 'political donation', 'political parties', 'independent election candidates', 'political organisation' and 'political expenditure' are widely defined in the Act, and

it is possible that the definitions may include activities that the Company might carry on in the ordinary course of its business, such as participation in functions attended by politicians or participation in review of Governmental policy or law reform.

Therefore, in common with other companies, the Company is seeking shareholder approval, on a precautionary basis and to avoid unwitting contravention of the Act, to incur a level of expenditure to cover these activities. Any donations made, or expenditure incurred, under the authority will be disclosed in the Company's next Annual Report and Accounts.

The Company and its subsidiaries made no political donations and incurred no political expenditure during the year.

Authority to Allot Shares (Resolution 15)

The Directors may not allot new shares or grant rights to subscribe for, or convert securities into, shares in the Company unless authorised by shareholders in a general meeting. Paragraph

1. of Resolution 15 will authorise the Directors to allot shares and grant rights to subscribe for, or convert securities into, shares up to an aggregate nominal value of £26,853,156. This represents approximately 33.33% of the Company's issued ordinary share capital as at 14 June 2024 (being the latest practicable date prior to the publication of this circular).

In line with the Investment Association's Share Capital Management Guidelines issued in 2023, paragraph (b) of Resolution 15 will authorise the Directors to further allot shares, in connection with a fully pre-emptive offer, up to an aggregate nominal value of £26,853,156. This represents approximately 33.33% of the Company's issued ordinary share capital as

at 14 June 2024 (being the latest practicable date prior to the publication of this circular).

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The authorities sought under Resolution 15 will expire at the conclusion of the AGM held in 2025 or, if earlier, on 30 September 2025 (being the latest date by which the Company must hold its AGM in 2025). The Directors do not have any plans at present to exercise this authority (other than in satisfaction of the exercise of options or awards granted under the Company's employee share schemes) but consider it prudent to have the flexibility that this authority provides.

Disapplication of Statutory Pre-Emption Rights (Special Resolution 16)

The Directors are seeking an authority to allot equity securities or sell treasury shares for cash and otherwise than to existing shareholders pro rata to their holdings. Accordingly, Resolution 16 will be proposed as a special resolution to grant such a power.

Apart from offers or invitations in proportion to the respective number of ordinary shares held, the power will be limited to the allotment of equity securities and sales of treasury shares for cash

1. up to an aggregate nominal value of £8,055,947 (this represents approximately 10% of the Company's issued ordinary share capital as at 14 June 2024 (being the latest practicable date prior to the publication of this circular)) and (ii) any follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Part 2B of the Statement of Principles on Disapplying Pre- Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice ("Statement of Principles").

The Directors confirm that they will follow the shareholder protections in paragraph 1 of Part 2B of the Statement of Principles and, in relation to any follow-on offer, the expected features

of a follow-on offer as set out in paragraph 3 of Part 2B of the Statement of Principles.

Following the vote against special resolution 17 tabled at the annual general meeting in 2023, which if approved, would have increased the authority to disapply pre-emption rights by a further 10% (plus follow on offers) in connection with a transaction which the Board determined to be an acquisition or a specified capital investment, the Directors have determined not to seek an equivalent authority to disapply pre-emption rights at this year's AGM.

The authority sought under Resolution 16 will expire at the conclusion of the AGM held in 2025 or, if earlier, on 30 September 2025 (being the latest date by which the Company must hold its AGM in 2025).

Purchase of Own Shares (Special Resolution 17)

The Act permits a company to purchase its own shares provided the purchase has been authorised by shareholders. Resolution 17, if passed, would give the Company the authority to purchase its own issued ordinary shares at a price (exclusive of expenses) not less than £1.00, being the nominal value of each ordinary share, and not more than the higher of: (a) an amount equal to 105% of the average of the middle market quotations of the Company's ordinary shares as derived from the London Stock Exchange Daily Official List for the five dealing days immediately preceding the date on which the ordinary share is contracted to be purchased;

or (b) an amount equal to the higher of the price of the last independent trade of any ordinary shares and the highest current independent trade bid for an ordinary share on the trading venue where the purchase is carried out.

The authority will enable the purchase of up to a maximum of 8,055,947 ordinary shares in the Company (approximately 10% of the Company's ordinary share capital in issue as at 14 June 2024). The authority will expire at the conclusion of the AGM held in 2025 or, if earlier, on 30 September 2025 (being the latest date by which the Company must hold its AGM in 2025).

The Directors believe that, in certain circumstances, it may be advantageous for the Company to have this flexibility to make market purchases of its own shares. The Directors will exercise this authority only if they are satisfied that a purchase would be in the interests of shareholders generally and (except in the case of purchases intended to satisfy obligations under share schemes) if they are satisfied that a purchase would result in an increase in expected earnings per share. In addition, the Directors will exercise this authority only after careful consideration, taking into account market conditions prevailing at the time, other investment opportunities, appropriate gearing levels, the expected effect on the return on embedded value and the overall financial position of the Company. Purchases would be financed out of distributable profits and shares purchased would either be cancelled or held as treasury shares. As at 14 June 2024, the Company did not hold any treasury shares and there were no warrants over ordinary shares in the capital of the Company.

As at 14 June 2024 there were options and LTIP awards over 1,965,026 ordinary shares in the capital of the Company which represented approximately 2.44% of the Company's issued share capital at that date. This would increase to 3.05%, at the same date, if the authority to purchase the Company's ordinary shares (existing and being sought) were exercised in full.

Call general meetings on short notice (Special Resolution 18)

The Act requires the notice period for general meetings of the Company to be at least 21 clear days unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days. Resolution 18 will be proposed as a special resolution to obtain the necessary shareholder approval for that shorter notice period.

Annual General Meetings will continue to be held on at least 21 clear days' notice. The approval will be effective until the Company's next Annual General Meeting, when it is intended that a similar resolution will be proposed. The shorter notice period would not be used as a matter of routine for such meetings.

The flexibility offered by this resolution will be used where, taking into account the circumstances, the Directors consider this appropriate in relation to the business to be considered at the meeting. In order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting.

Renewi plcNotice of Annual General Meeting 2024  7

Notes on the Notice of Meeting and how to vote

1. AGM attendance

If you wish to attend the AGM in person, you should arrive at

the venue in good time to allow your attendance to be registered. It is advisable to have some form of identification with you as you may be asked to provide evidence of your identity to the Company's Registrar, Computershare Investor Services plc

(the 'Registrar'), prior to admittance.

terms and conditions. It is important that you read these carefully if you intend to use Proxymity as you will be bound by them and they will govern the electronic appointment of your proxy.

Members may appoint a proxy using the website, or institutional investors may appoint a proxy via Proxymity, no later than 48 hours (excluding non-working days) before the time of the AGM or any adjournment of that meeting.

2. Appointment of proxies

Members are entitled to appoint one or more proxies to exercise all or any of their rights to attend, speak and vote at the AGM. A proxy need not be a member of the Company but must attend the AGM to represent a member. To be validly appointed, a proxy must be appointed using the procedures set out in these notes and in the notes to the accompanying Form of Proxy. If members wish their proxy to speak on their behalf at the meeting, members will need to appoint their own choice of proxy (not the Chairman of the AGM) and give their instructions directly to them.

Members can only appoint more than one proxy where each proxy is appointed to exercise rights attached to different shares. Members cannot appoint more than one proxy to exercise the rights attached to the same share(s). If a member wishes to appoint more than one proxy, additional Forms of Proxy may be obtained by contacting the Registrar's helpline on Tel: [phone]* or members may photocopy their Form of Proxy. A member may instruct their proxy to abstain from voting on any of the resolutions to be considered at the meeting by marking the 'Vote Withheld' option when appointing their proxy. It should be noted that an abstention is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' or 'Against' the relevant resolution. The appointment of a proxy will not prevent a member from attending the AGM and voting in person if they so wish.

A person who is not a member of the Company but who has been nominated by a member to enjoy information rights does not have a right to appoint any proxies under the procedures set out in these notes and should read note 10 below.

3. Appointment of a proxy online

As an alternative to appointing a proxy using the Form

of Proxy or CREST, members can appoint a proxy online at www.investorcentre.co.uk/eproxy. In order to appoint a proxy using this website, members will need their Control Number, Shareholder Reference Number (SRN) and PIN. This information is printed on the Form of Proxy. If for any reason a member does not have this information, they should contact the Registrar on Tel: [phone]*.

If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Company's registrar. For further information regarding Proxymity, please go to http://www.proxymity.io. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated

4. Appointment of a proxy using a Form of Proxy

A Form of Proxy for use in connection with the AGM is enclosed. To be valid, any Form of Proxy or other instrument appointing a proxy, together with any power of attorney or other authority under which it is signed or a certified copy thereof, must be received by post or (during normal business hours only) by hand by the Registrar at The Pavilions, Bridgwater Road, Bristol BS99 6ZY by no later than 48 hours (excluding non-working days) before the time of the AGM or any adjournment of that meeting. If you do not have a Form of Proxy and believe that you should have one, or you require additional Forms of Proxy, please contact the Registrar on Tel: [phone]*.

5. Appointment of a proxy through CREST

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual and by logging on to the following website: www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless

of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the Registrar (ID number 3RA50) no later than 48 hours (excluding non-working days) before the time of the AGM or any adjournment of that meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will,

• Calls from the UK mainland will be charged at your service provider's national rate; different charges may apply to mobile telephones. Calls may be recorded and randomly monitored for security and training purposes.

8  Renewi plcNotice of Annual General Meeting 2024

therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed (a) voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time.

In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.

6. Shareholders holding their shares through Euroclear Nederland (via banks or brokers)

Shareholders holding their shares through Nederlands Centraal Instituut voor Giraal Effectenverkeer BV ('Euroclear Nederland') via banks and brokers are not included in the Company's Register of Members - such shares are included in the Register of Members under the name of Euroclear Nederland.

If shareholders who hold their shares through Euroclear Nederland wish to appoint the Chair of the AGM as their proxy to attend, vote on their behalf or give voting instructions without attending the AGM, they must instruct Euroclear Nederland accordingly.

You are strongly encouraged to appoint the Chair of the AGM as your proxy. To do this, shareholders are advised to contact their bank or broker as soon as possible and advise them which of these options they prefer. Alternatively, shareholders can choose such options electronically by accessing the website www.abnamro.com/evoting and following the instructions.

In all cases the validity of the instruction will be conditional upon ownership of the shares at no later than 5.00 p.m. (GMT) on Friday, 5 July 2024. Any instructions, whether by hard copy or by electronic means, must be received by this time.

7. Appointment of proxy by joint holders

In the case of joint holders, where more than one of the joint holders purports to appoint one or more proxies, only the purported appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register

of members in respect of the joint holding (the first named being the most senior).

8. Corporate representatives

Any corporation that is a member can appoint one or more corporate representatives. Members can only appoint more than one corporate representative where each corporate representative is appointed to exercise rights attached to different shares. Members cannot appoint more than one corporate representative to exercise the rights attached to the same share(s).

9. Entitlement to attend and vote

To be entitled to attend and vote at the AGM (and for the purpose of determining the votes they may cast), members must be registered in the Company's register of members at 6.00 p.m. on Tuesday, 9 July 2024 (or, if the AGM is adjourned, at 6.00 p.m. on the day two days prior to the adjourned meeting). Changes to the register of members after the relevant deadline will be disregarded in determining the rights of any person to attend and vote at the AGM.

10. Nominated persons

Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 (the "Act") to enjoy information rights (a "Nominated Person") may, under an agreement between them and the member by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has

no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights.

11. Audit concerns

Under section 527 of the Act, members of the Company meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (a) the audit of the Company's accounts (including the Auditors' Report and the conduct of the audit) that are to be laid before the AGM; or (b) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which Annual Report and Accounts were laid in accordance with section 437 of the Act, (in each case) that the members propose to raise at the AGM.

The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place

a statement on a website under section 527 of the Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business that may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Act to publish on a website.

12. Website giving information regarding the AGM

Information regarding the AGM, including information required by section 311A of the Act, and a copy of this Notice is available from www.renewi.com/agm2024. You may not use any electronic address (within the meaning of section 333 of the Act) provided in this Notice (or in any related documents including the letter from the Chair and the Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.

Renewi plcNotice of Annual General Meeting 2024  9

Notes on the Notice of Meeting and how to vote continued

13. Voting rights

As at 14 June 2024 (being the latest practicable date prior to the publication of this circular) the Company's issued share capital consisted of 80,559,470 ordinary shares of £1.00 each, carrying one vote each. Therefore, the total voting rights in the Company as at 14 June 2024 was 80,559,470 votes.

14. Notification of shareholdings

Any person holding 3% or more of the total voting rights of the Company who appoints a person other than the Chairman of the AGM as their proxy will need to ensure that both they, and their proxy, comply with their respective disclosure obligations under the UK Disclosure Guidance and Transparency Rules.

15. Further questions and communication

Under section 319A of the Act, the Company must cause to be answered any question relating to the business being dealt with at the AGM put by a member attending the meeting, unless answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information,

or the answer has already been given on a website in the form of an answer to a question, or it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

Members who have any queries about the AGM should contact the Company Secretarial Department by writing to the Company Secretary at Renewi plc, Enigma, Wavendon Business Park, Ortensia Drive, Wavendon, Milton Keynes, Buckinghamshire, England MK17 8LX or by email to [e-mail]. Any other electronic address provided in this circular or in any related documents (including the accompanying Form of Proxy) should only be used for the purposes expressly stated.

16. Documents available for inspection

Copies of the service contracts of the Company's Executive Directors and the letters of appointment of the Company's Non-Executive Directors will be available for inspection at the registered office of the Company during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this Notice until the conclusion of the AGM. Copies of these documents will also be available for inspection at the offices of Ashurst LLP, The London Fruit & Wool Exchange,

1 Duval Square, London, E1 6PW during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this Notice until the conclusion of the AGM.

17. Sanctions

We note that international financial sanctions regimes, including those related to the ongoing conflict in Ukraine, may constrain the ability of shareholders subject to such sanctions to exercise the rights attaching to their shares, including rights to vote at the AGM and other general meetings, and to have those votes recognised by the Company. We will continue to monitor this situation,

and the Company's obligations to take into account the votes

of shareholders will at all times remain subject to compliance with applicable law and regulation.

10  Renewi plcNotice of Annual General Meeting 2024