RM : Class 1 Transaction Circular

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who is authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your Ordinary Shares, please send this document as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you have sold or otherwise transferred part only of your holding of Ordinary Shares, you should retain these documents.

The distribution of this document in certain jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The contents of this document should not be construed as legal, business or tax advice.

This document contains no offer of transferable securities to the public within the meaning of section 102B of the FSMA, the Act or otherwise. Accordingly, this document does not constitute a prospectus within the meaning of section 85 of the FSMA.

RM plc

(Incorporated in England and Wales under the Companies Act 1948 with registered number 01749877)

Proposed sale of the RM Integris and RM Finance Business

and

Notice of General Meeting

Your attention is drawn to the letter from the Non-Executive Chair of the Company which is set out in Part I of this document and which contains the unanimous recommendation of the Directors that you vote in favour of the Resolution to be proposed at the General Meeting of the Company referred to below. Please read the whole of this document and, in particular, the risk factors set out in Part II of this document.

Notice of a General Meeting of the Company, to be held at the offices of RM plc, Fourth Floor, One George Yard, London EC3V 9DF at 10.30 a.m. on 19 April 2023 is set out at the end of this document. You will not receive a hard copy form of proxy for the General Meeting in the post. Instead, you will be able to vote electronically using the link www.signalshares.com. You will need to log into your Signal Shares account, or register if you have not previously done so. To register you will need your Investor Code. This is detailed on your share certificate or available from the Registrar, Link Group. If you need help with voting online, please contact the portal team of the Registrar, Link Group, on 0371 664 0391. 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. Lines are open between 9.00 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales or via email at [e-mail].

Proxy votes must be received no later than 10.30 a.m. on 17 April 2023 (or, in the case of an adjournment of the General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting).

You may request a hard copy form of proxy directly from the Registrar, Link Group, on 0371 664 0321. 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. Lines are open between 9.00 a.m. and 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales.

Shareholders who hold their Ordinary Shares in uncertificated form in CREST may alternatively use the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual, as explained in the notes accompanying the Notice of General Meeting at the end of this document. Proxies submitted via CREST must be received by Link Group by no later than 10.30 a.m. on 17 April 2023 (or, if the General Meeting is adjourned, 48 hours (excluding any part of a day that is not a working day) before the time fixed for the adjourned meeting). The appointment of a proxy using the CREST Proxy Voting Service will not preclude Shareholders from attending and voting in person at the General Meeting should they so wish.

N.M. Rothschild & Sons Limited ("Rothschild & Co" or the "Sponsor"), which, in the United Kingdom, is authorised and regulated by the FCA, is acting exclusively for the Company and no-one else in connection with the Sale and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Rothschild & Co nor for giving advice in relation to the Sale or any other matter referred to in this document.

Apart from the responsibilities and liabilities, if any, which may be imposed on Rothschild & Co by the FSMA or the regulatory regime established thereunder, neither Rothschild & Co nor any of its affiliates accepts any responsibility whatsoever for the context of this document, and no representation or warranty, express or implied, is made by Rothschild & Co or any of its affiliates in relation to the contents of this document, including its accuracy, completeness or verification or in relation to any other statement made or purported to be made by it, or on its behalf, or by or on behalf of the Company or the Directors, in connection with the Company, the Group, the Continuing Group or the Sale, and nothing in this document is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. To the fullest extent permitted by law, Rothschild & Co disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which it may otherwise have in respect of this document or any such statement.

IMPORTANT NOTICES

Cautionary note regarding forward-looking statements

Certain statements contained in this document, constitute or may be deemed to be "forward-looking statements". In some cases, these forward-looking statements can be identified by the use of forward- looking terminology, including the terms "believes", "estimates", "projects", "aims", "plans", "predicts", "prepares", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Shareholders should specifically consider the factors identified in this document, which could cause actual results to differ before making an investment decision. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company, the Group and/or the Continuing Group, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's and/or the Continuing Group's present and future business strategies and the environment in which the Company and/or the Continuing Group will operate in the future. Such risks, uncertainties and other factors are set out more fully in Part II of this document. These forward-looking statements speak only as at the date of this document. Except as required by the FCA, the London Stock Exchange or applicable law (including as may be required by the Listing Rules, the Disclosure and Transparency Rules or UK MAR), the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this document to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

The statements above relating to forward-looking statements should not be construed as a qualification on the opinion of the Company as to working capital set out in paragraph 7 of Part VI of this document.

Presentation of financial information

Unless otherwise stated:

1. financial information relating to the Company has been extracted without material adjustment from the audited consolidated financial statements of the Company for the financial year ended 30 November 2022; and
2. financial information relating to the RM Integris and RM Finance Business has been extracted without material adjustment from the historical financial information set out in Part IV of this document.

No profit forecast or profit estimate

No statement in this document is intended as a profit forecast or profit estimate for any period and no statement in this document should be interpreted to mean that earnings or earnings per share for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for the Company.

Rounding

Certain data in this document, including financial, statistical and operational information has been rounded. As a result of the rounding, the totals of data presented in this document may vary slightly from the actual arithmetical totals of such data. Percentages in tables have been rounded and, accordingly, may not add up to 100 per cent.

Currency presentation

In this document, references to "pounds sterling", "£", "pence" and "p" are to the lawful currency of the United Kingdom.

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Presentation of market, economic and industry data

Where information contained in this document originates from a third party source, it is identified where it appears in this document together with the name of its source. Such third party information has been accurately reproduced and, so far as the Company is aware and is able to ascertain from information published by the relevant third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Incorporation by reference

Certain information in relation to the Company is incorporated by reference into this document. Further information is set out in paragraph 12 of Part VI of this document.

Without limitation, unless expressly stated in this document, the content of websites of the Group, and any links accessible through the websites of the Group, do not form part of this document.

Interpretation

Certain terms used in this document are defined in Part VII of this document.

All times referred to in this document are, unless otherwise stated, references to London time.

All references to legislation in this document are to the legislation of England and Wales unless the contrary is indicated. Any reference to any provision of any legislation or regulation shall include any amendment, modification, re-enactment or extension thereof.

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

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CONTENTS

DIRECTORS, SECRETARY AND ADVISERS	5
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	6
PART I LETTER FROM THE NON-EXECUTIVE CHAIR OF THE COMPANY	7
PART II RISK FACTORS	15
PART III PRINCIPAL TERMS OF THE SALE AGREEMENT, THE APA AND THE TSA	20
PART IV FINANCIAL INFORMATION ON THE RM INTEGRIS AND RM FINANCE BUSINESS	24
PART V UNAUDITED PRO FORMA FINANCIAL INFORMATION FOR THE CONTINUING GROUP	26
PART VI ADDITIONAL INFORMATION	31
PART VII DEFINITIONS	37
NOTICE OF GENERAL MEETING	41

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DIRECTORS, SECRETARY AND ADVISERS
Directors	Helen Stevenson (Non-Executive Chair)
	Mark Cook (Chief Executive Officer)
	Neil Martin1 (Executive Director)
	Charles Bligh (Non-Executive Director)
	Paul Dean2 (Independent Non-Executive Director)
	Victoria (Vicky) Griffiths (Independent Non-Executive Director)
	Patrick Martell (Independent Non-Executive Director)
	Richard Smothers (Independent Non-Executive Director)
	All of whose business address is at the Company's registered and
	head office
Registered and head office	142b Park Drive
	Milton Park
	Abingdon
	Oxfordshire
	OX14 4SB
Company Secretary	Howard Rubenstein
Sponsor	N.M. Rothschild & Sons Limited
	New Court
	St. Swithin's Lane
	London
	EC4N 8AL
Legal advisers to the Company	Osborne Clarke LLP
	One London Wall
	London
	EC2Y 5EB
Auditor and reporting accountant	Deloitte LLP
	1 New Street Square
	London
	EC4A 3HQ
Registrar	Link Group
	10th Floor
	Central Square
	29 Wellington Street
	Leeds
	LS1 4DL

• As announced by the Company on 11 January 2023, Neil Martin is retiring from the Board. His tenure as an Executive Director ends on 31 March 2023.

• As announced by the Company on 21 December 2022, Paul Dean is retiring from the Board. His tenure as a Non-Executive Director ends on 31 March 2023.

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