Ted Baker : Annual Report 2020-21 Circular

NOTICE OF AGM---- '21 28 JULY 2021

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 immediately your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000 or, if you are taking advice outside of the United Kingdom, an appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your shares in Ted Baker plc, please forward this document, together with any enclosures, as soon as possible to the purchaser or transferee or to the stockbroker, bank manager, or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

TED BAKER plc

NOTICE OF ANNUAL GENERAL MEETING

TO BE HELD ON 28 JULY 2021

Notice of Ted Baker plc's 2021 Annual General Meeting to be held at the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London EC1Y 4AG on Wednesday 28 July 2021 at 11:00 a.m. is set out on pages 6-11 of this document.

Given the uncertainty around whether Shareholders will be able to attend the AGM in person in light of the coronavirus pandemic, you are strongly encouraged to appoint the Chair of the meeting as your proxy and to give instructions on how the Chair should vote on each of the Resolutions.

To be valid, your proxy appointment must be received at the address for delivery specified in the Notes to the Notice of AGM by no later than 11:00 a.m. on Monday 26 July 2021. Appointing the Chair of the meeting as your proxy will not prevent you from attending in person and voting at the AGM provided that physical attendance is permitted under applicable public health restrictions and guidance at the date of the AGM.

Contents

1. Definitions
2. Letter from our Chair

1. Notice of AGM

1. Explanatory Notes to the Resolutions

1. Appendix: Directors' biographical details

Key dates

Annual Report and Accounts 2020/21
and Notice of AGM posted to Shareholders	Monday 28 June 2021
Latest time for receipt of
proxy appointments for AGM	11:00 a.m. on Monday 26 July 2021
AGM	11:00 a.m. on Wednesday 28 July 2021

Definitions

The following definitions apply throughout this document, unless the context otherwise requires:

"AGM" or "Annual General Meeting"	the Company's annual general meeting convened for
	11:00 a.m. on Wednesday 28 July 2021;
"Annual Report and Accounts 2020/21"	the Company's Annual Report and Accounts for the year
	ended 30 January 2021;

"Board" the board of Directors or the Directors present at a Directors' meeting at which a quorum is present;

"Company"	Ted Baker plc;
"Directors"	the Company's Directors;
"Resolution" or "Resolutions"	a proposed resolution or the proposed resolutions as set out
	in the Notice of AGM; and
"Shareholders"	holders of shares in the Company.

2  Ted Baker plc Notice of Annual General Meeting

Letter from our Chair

TED BAKER PLC

Registered in England No. 3393836	Registered office
Directors	The Ugly Brown Building
John Barton (Non-Executive Director and Chair)	6a St Pancras Way
Rachel Osborne (Chief Executive Officer)	London NW1 0TB
David Wolffe (Chief Financial Officer)
Jonathan Kempster (Non-Executive Director)
Helena Feltham (Non-Executive Director)
Andrew Jennings (Non-Executive Director)
Colin La Fontaine Jackson (Non-Executive Director)

Dear Shareholder

Annual Report and Accounts 2020/21 and Notice of 2021 AGM

I am pleased to inform you that the annual report and accounts of Ted Baker plc for the year ended 30 January 2021, together with the notice of the 2021 Annual General Meeting have now been published.

If you requested a printed copy of the report and accounts, it is enclosed with this document. If you have been deemed to consent to receiving Shareholder communications via our corporate website, please accept this letter as notification that the Annual Report and Accounts 2020/21 are now available to view at, and can be downloaded from, www.tedbakerplc.com/investor-relations.To access the document, you will need

Adobe Acrobat Reader installed. Adobe Reader is free and available to download from the Adobe website. If you would like a printed copy of the Annual Report and Accounts 2020/21, or would like to change the way we communicate with you, you can call the Shareholder helpline number which can be found in the Notes to the Notice of AGM.

The formal notice convening the AGM is set out on pages 6-11 of this document. Explanatory notes on all the business to be considered at the AGM are set out on pages 12-15.

Format of the AGM

The Board has been closely monitoring the coronavirus (Covid-19) pandemic and its potential impact on the AGM. As part of its monitoring, the Board has noted in particular the gradual easing of the public health restrictions across England in line with the government's "Covid-19 Response - Spring 2021" roadmap published in February.

The Board has also noted that it is the government's current intention that all remaining legal restrictions are lifted by Monday 19 July 2021 at the earliest. While the hope is that all restrictions on social contact are lifted before our AGM on Wednesday 28 July 2021, there is no guarantee that this will be the case.

Accordingly, the Board is proposing that the AGM will be held at 11:00 a.m. on Wednesday

28 July 2021 at the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London EC1Y 4AG and that, provided that there are no ongoing restrictions that preclude Shareholders from attending in person on the day, we look forward to welcoming the maximum number of Shareholders that we are able, within safety constraints and in accordance with government guidelines. Where shareholders cannot attend in person we will make available a conference call line on 0800 640 6441 (for UK) or 020 3936 2999 (UK local) or [phone] (all others) for shareholders to dial in. Participant access code is 824629. This will be a listen only line. Separate arrangements for questions which can be found in the Notes to the Notice of AGM.

Ted Baker plc Notice of Annual General Meeting  3

Letter from the Chairman continued

The Board recognises the constantly evolving nature of the pandemic, and will continue to monitor developments and the latest government guidance over the coming weeks to ensure that we are able to adapt our arrangements efficiently to respond to changes in circumstances. If we need to make adjustments to the format of the meeting, it is likely that we will not be in a position to accommodate Shareholders beyond the minimum required to hold a valid meeting which will be achieved through the attendance of Company representatives. Given the fluid nature of the situation, we would ask Shareholders to monitor the Company's website and regulatory news for any AGM updates.

Attendance at the AGM

We would strongly urge you to consider carefully the latest public health advice when deciding whether to travel and attend on the day, should this be possible. Shareholders who choose to attend in person are asked to register their intention to do so as soon as practicable. This should be done online via the Company registrars' share management portal at www.signalshares.com. Details of how to register to use this service are set out below. Attendees will also be expected to adhere to any special arrangements and safety measures that the Company and the venue put in place on the day. Shareholders should note that rules around capacity limits at the venue and changes in health and safety requirements may mean that Shareholders cannot ultimately attend the meeting. To control numbers, guests will not be permitted to attend the AGM.

Appointment of proxies

Given the uncertainty around whether Shareholders will ultimately be able to attend the AGM (whether due to a change in the course of the pandemic or because the capacity at the venue does not allow attendance for safety reasons), we would strongly encourage you to appoint the Chair of the meeting as your proxy and to give instructions on how the Chair should vote on each of the Resolutions. This will ensure that your vote will be counted if ultimately you (or any other proxy you might otherwise appoint) are not able to attend the AGM in person. Appointing the Chair of the meeting as your proxy will not prevent you from attending the meeting and voting in person if you wish to do so and if attendance is permitted under applicable public health restrictions and guidance.

You can appoint a proxy:

• by logging onto the Company registrars' share management portal at www. signalshares.com and submitting a proxy appointment online by following the instructions provided. If you have not previously done so, you will first need to register to use this service. To do this, you will need your Investor Code (IVC) which can be found on your share certificate or on any other recent Shareholder communication; or
• by submitting (if you are a CREST member) a proxy appointment electronically by using the CREST voting service.

4  Ted Baker plc Notice of Annual General Meeting

If you would prefer to use a paper proxy form to appoint your proxy, you may request one from the Company registrars by calling the Shareholder helpline. Details of the helpline and further information on how to appoint a proxy can be found in the Notes to the Notice of AGM set out on pages 6-11.

To be valid, your proxy appointment must be received at the address specified in the Notes by no later than 11:00 a.m. on Monday 26 July 2021. If you appoint the Chair of the meeting as your proxy, the Chair will vote in accordance with your instructions. If the Chair is given discretion as to how to vote, he or she will vote in favour of each of the Resolutions. All Resolutions will be put to a vote on a poll.

Engagement

The Board recognises the importance of the AGM to Shareholders and is keen to ensure that you are able to engage with the business of the meeting whether or not you are able to attend in person.

We would encourage Shareholders to submit any questions on the business of the meeting in advance by sending them by email to [e-mail]. The Company will respond before the proxy appointment deadline to those questions received by the close of business on Thursday 22 July 2021. Shareholders are also encouraged to check the Company's website where answers to questions submitted in advanced of the meeting will be posted.

Recommendation

The Board considers all of the Resolutions to be in the best interests of the Company and its Shareholders. Accordingly, the Board unanimously recommends that Shareholders vote in favour of all Resolutions, as all the Directors propose to do in respect of their own aggregate beneficial holdings (save in respect of those Resolutions in which they are interested).

Yours sincerely

John Barton

Non-Executive Director and Chair

Ted Baker plc Notice of Annual General Meeting  5