Notice of annual general meeting 2022

NOTICE IS HEREBY GIVEN that the twenty sixth Annual General

Meeting ('Meeting') of The Rank Group Plc ('Company') will be held at TOR, Saint-Cloud Way, Maidenhead SL6 8BN at 11.00am on Thursday 13 October 2022 for the shareholders of the Company as a whole to consider and, if thought fit, pass the resolutions below.

Resolution 14 will be proposed as a special resolution. All other resolutions will be proposed as ordinary resolutions.

1. To receive the Company's audited Financial Statements and the
   Reports of the Directors and auditors for the financial year ended 30 June 2022.
2. To approve the annual Directors' Remuneration Report for the financial year ended 30 June 2022 as set out on pages 120 to 142 (inclusive) of the Annual Report for the financial year ended 30 June 2022 (excluding, for the avoidance of doubt, the Directors' Remuneration Policy set out on pages 123 to 130 (inclusive)).
3. To re-elect Alex Thursby as a director with effect from the end of the Meeting.
4. To re-elect John O'Reilly as a director with effect from the end of the Meeting.
5. To re-elect Chew Seong Aun as a director with effect from the end of the Meeting.
6. To re-elect Steven Esom as a director with effect from the end of the Meeting.
7. To re-elect Katie McAlister as a director with effect from the end of the Meeting.
8. To re-elect Karen Whitworth as a director with effect from the end of the Meeting.
9. To elect Lucinda Charles-Jones as a director with effect from the end of the Meeting.
10. To elect Richard Harris as a director with effect from the end of the Meeting.
11. To re-appoint Ernst & Young LLP as auditor of the Company to hold office from the conclusion of the Meeting until the conclusion of the next general meeting at which accounts are laid before the Company.
12. To authorise the Audit Committee of the Board of Directors to agree the remuneration of the auditor.

As special business to consider and, if thought fit, to pass the following resolutions of which resolution 13 will be proposed as an ordinary resolution and resolution 14 will be proposed as a special resolution.

13. For the purposes of section 366 of the Companies Act 2006, that the Company, and any company which is or becomes its subsidiary during the period to which this resolution relates, be authorised:

1. to make political donations to political parties and/or independent election candidates not exceeding £25,000 in total;
2. to make political donations to political organisations other than political parties not exceeding £25,000 in total; and
3. to incur political expenditure not exceeding £50,000 in total,

during the period beginning with the date of passing this resolution and ending at the conclusion of the next Annual General Meeting of the Company after the date on which this resolution is passed or 12 months from the date on which this resolution is passed, whichever is earlier, and provided that the aggregate amount of donations which may be made and political expenditure incurred by the Company pursuant to the authority conferred by this resolution shall not exceed £100,000.

For the purposes 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 Companies Act 2006.

14. 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

Luisa Wright

Company Secretary

The Rank Group Plc

Registered in England & Wales No. 03140769

Registered office TOR, Saint-Cloud Way, Maidenhead SL6 8BN 13 September 2022

These notes are intended to explain the business to be transacted at the Meeting. Resolutions 1 to 13 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half the votes cast must be cast in favour of the resolution. Resolution 14 is proposed as a special resolution. This means that for the resolution to be passed, at least three-quarters of the votes cast must be cast in favour of the resolution.

Resolution 1 - Reports and Financial Statements

The Directors are required to present to shareholders the Company's audited financial statements and related reports of the Directors and the auditors for the financial year ended 30 June 2022 ('Annual Report').

Resolution 2- Directors' Remuneration Report

The Remuneration Committee is seeking shareholders' approval of the Directors' Remuneration Report under resolution 2.

The Directors are required to prepare the Directors' Remuneration Report for the financial year ended 30 June 2022. The Directors' Remuneration Report comprises a statement by the Chair of the Remuneration Committee (as set out on pages 120 to 122 of the Annual Report) and an Annual Remuneration Report detailing the remuneration of the Directors (as set out on pages 131 to 142 of the Annual Report). The Company is required to seek shareholders' approval in respect of the contents of this report on an annual basis. The vote is advisory in nature and the Company can still act according to it as proposed if the resolution is not approved.

Resolutions 3 to 10 - Election and re-election of Directors

In accordance with the UK Corporate Governance Code ('Code') and the Company's articles of association (the 'Articles'), each of the Directors will retire and offer themselves for re-election by the shareholders at the Meeting, and each subsequent Annual General Meeting of the Company until further notice. Richard Harris and Lucinda Charles-Jones were appointed by the Directors since the date of the last Annual General Meeting and in accordance with the Articles will stand for election by shareholders at the Meeting. To enable shareholders to take an informed decision on their re-election, a summary of each of the Directors' skills and experience is included in Appendix 1 of this document and detailed biographies can be found on pages 95 and 96 of the Annual Report.

Resolutions 3, 6, 7, 8 and 9 relate to the re-election or election (as appropriate) of Alex Thursby, Steven Esom, Katie McAlister, Karen Whitworth and Lucinda Charles-Jones,who meet the independence criteria set out in provision 10 of the Code and who the Board has determined are independent Directors for the purposes of the Code (the 'Independent Directors').

Under the Listing Rules, because GuoLine Capital Assets Limited, the ultimate parent company of Guoco Group Limited, is a controlling shareholder (being a shareholder who exercises or controls on their own or together with any person with whom they are acting in concert, 30% or more of the votes able to be cast on all or substantially all matters at general meetings of the Company) (please see page 144 of the Annual Report for more information), the election or re-election (as applicable) of any proposed Independent Director by shareholders must be approved by

a majority vote of both:

1. the shareholders of the Company; and
2. the shareholders of the Company entitled to vote on the election of Directors who are not controlling shareholders of the Company (the 'Independent Shareholders').

The Company will separately count the number of votes cast by the Independent Shareholders in favour of each resolution (as a proportion of the total votes of Independent Shareholders cast on each resolution) to determine whether the threshold referred to in

1. above has been met. The Company will announce the results of these resolutions on this basis as well as announcing the results of the ordinary resolutions of all shareholders. For these purposes, the votes controlled by GuoLine Capital Assets Limited and of the other shareholders with whom it is acting in concert will therefore be excluded when calculating the votes of the Independent Shareholders as referred to in (b) above.

Under the Listing Rules, if a resolution to elect or re-elect (as applicable) an Independent Director is not approved by a majority vote of both the shareholders as a whole and the Independent Shareholders, a further resolution to elect or re-elect the proposed Independent Director may be put forward to be approved by the shareholders as a whole at a meeting which must be held more than 90 days after the date of the original vote but within 120 days of the date of the original vote.

Accordingly, if any of resolutions 3, 6, 7, 8 and 9 are not approved by a majority vote of the shareholders and the Independent Shareholders at the Meeting, the relevant Director(s) will be treated as having been elected or re-elected(as applicable) only for the period from the date of the Meeting until the earlier of (i) the close of any general meeting of the Company, convened for a date more than 90 days after the Meeting but within 120 days of the Meeting, to propose a further resolution to elect or re-electhim or her, (ii) the date which is 120 days after the Meeting and (iii) the date of any announcement by the Board that it does not intend to propose a further resolution. In the event that the relevant Director's election or re-election(as applicable) is approved by a majority vote of all shareholders at a second meeting, the Director will then be elected or re-elected(as applicable) until the next Annual General Meeting at which they stand for re-election.

Under the Listing Rules, the Company is also required to provide details of (i) any previous or existing relationship, transaction or arrangement between an Independent Director and the Company, its Directors, any controlling shareholder or any associate of a controlling shareholder; (ii) why the Company considers the proposed Independent Director will be an effective director, (iii) how the Company has determined that the proposed Director is an Independent Director and (iv) the process by which the Company has selected each Independent Director.

The Company hereby confirms:

Previous/Existing Relationships: Other than the shares held by the Independent Directors as set out on page 137 of the Annual Report, it has received confirmation from each of the Independent Directors that he or she does not have any existing or previous relationships, transactions or arrangements with the Company, any of the Company's Directors, GuoLine Capital Assets Limited or any of GuoLine Capital Assets Limited's associates.

Effectiveness: The effectiveness of all the Directors is assessed as part of the Board's performance evaluation process. The Independent Directors possess a wide range of skills and expertise, key aspects of which are set out in Appendix 1 of this document, which are highly valued by the Board. In view of their career experience, the Board considers that they each bring valuable skills to the Board and provide an objective perspective. The Board considers that each Independent Director continues to contribute effectively to the operation of the Board and to demonstrate commitment to their role and to the long-term success of the Company whilst having regard to wider stakeholder interests.

Independence: The Board has considered whether each of the Independent Directors is free from any relationship that could materially interfere with the exercise of his or her independent judgement. The Board assesses the independence of its Independent Directors in accordance with the recommendations of the Code. The Board determined that each of the proposed Independent Directors was independent on his or her appointment to the Board and considers that he or she remains independent.

Selection: The Nominations Committee of the Board is responsible for keeping the size, structure and composition of the Board under review. By reference to the Company's requirements, the Nominations Committee is responsible for identifying, evaluating and recommending candidates for appointment to the Board. Each of the Independent Directors proposed for election or re-election (as applicable) was appointed following a search process undertaken using an external search agency or as otherwise explained in the Annual Report.

Resolutions 11 and 12 - Re-appointment and remuneration of auditor

The Company is required to appoint an auditor at each general meeting at which accounts are laid before shareholders, to hold office until the conclusion of the next general meeting. On the recommendation of the Audit Committee, the Directors propose that the existing auditors, Ernst & Young LLP, be re-appointed as auditor of the Company for a further year. Additionally, the Directors propose that the Audit Committee be authorised to agree the auditor's remuneration.

Resolution 13 - Political donations

The Companies Act 2006 ('2006 Act') requires the Company to seek shareholders' authority for political donations and political expenditure (each as defined in the 2006 Act) made by the Company. It has been the Company's long-standing practice not to make political donations or incur political expenditure, within the normal meaning of those terms, and it intends that this will remain the case. However, the 2006 Act is very broadly drafted and may catch activities such as funding seminars and other functions to which politicians are invited, supporting certain bodies involved in policy review and law reform and matching employees' donations to certain charities.

Accordingly, the Company is seeking shareholders' authority for political donations and political expenditure (each as defined in the 2006 Act) in case any of the Company's activities are inadvertently caught by the legislation. The authority sought would be capped at £100,000 for the next year and, although the 2006 Act permits shareholders to grant authority for up to four years, the Directors will seek to renew this authority at each Annual General Meeting in accordance with current best practice.

Any expenditure which may be incurred under authority of this resolution will be disclosed in next year's annual report and accounts.

Resolution 14 - Short notice of general meetings Under the 2006 Act, the notice required for all general meetings of listed companies (other than Annual General Meetings) is at least 21 clear days. Companies do have the ability pursuant to the 2006 Act to reduce this notice period to not less than 14 clear days, provided that they offer facilities for shareholders to vote and appoint proxies by electronic means and that, annually, shareholder approval is obtained to reduce the minimum notice period from 21 clear days to 14 clear days. Annual General Meetings must continue to be held on at least 21 clear days' notice. If granted, it is intended that the convening of general meetings on shorter notice would not be used as a matter of routine but only where the flexibility is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole.

The Directors are, therefore, proposing this resolution to seek shareholder approval to call general meetings of the Company, other than Annual General Meetings, on not less than 14 clear days' notice. The approval conferred by this resolution will expire at the conclusion of the next Annual General Meeting, when it is intended that renewal of this authority will be sought.