ANNUAL GENERAL MEETING

ATTENDANCE CARD

Shareholder Reference Number

NOTICE OF AVAILABILITY - Important, please read carefully.

You can now access the Annual Report & Accounts for the financial year ended 30 June 2023 and Notice of 2023 Annual General Meeting at haysplc.com/investors.

You can submit your Proxy Form online at www.sharevote.co.uk using the details on the form below.

Hays plc (the Company) invites you to attend the Company's Annual General Meeting (AGM) to be held at the offices of UBS, 5 Broadgate, London EC2M 2QS at 12 noon on Wednesday 15 November 2023. If you wish to attend the AGM please bring this card with you and present it at the registration desk.

If you do not wish to attend the AGM but would like to register your vote, please complete, detach and return the prepaid Proxy Form below. Alternatively you can submit your Proxy Form electronically by

  1. going to www.sharevote.co.uk using the series of numbers printed under your name on the Proxy Form and following the instructions provided on the website or (ii) if you are a user of the CREST system (including CREST Personal Members), by having an appropriate CREST message transmitted. Please note that your instructions must be received by no later than 12 noon on Monday 13 November 2023 (i.e. not less than 48 hours (excluding any part of a day which is not a working day) before the time of the AGM).

If you plan to attend the Annual General Meeting, please bring this card with you and hand it in at the registration desk when you arrive.

LOCATION MAP

Hays plc 2023 Annual General Meeting

UBS

5 Broadgate

London EC2M 2QS

PROXY FORM - HAYS PLC 2023 ANNUAL GENERAL MEETING (AGM)

Voting ID

Task ID

Shareholder Reference

Number

I/We, the undersigned, being (a) member(s) of Hays plc (the Company) HEREBY APPOINT the Chair of the AGM/

(see Note 1) to act as my/our proxy to vote for me/us on my/our behalf on any matter which may properly come before the AGM of the Company to be held at 12 noon

on Wednesday

15 November 2023 and/or any adjournment(s) thereof.

Please indicate your instructions to your proxy by marking an 'X' in the appropriate boxes in black ink like this

next to each resolution. Details of the resolutions are contained in the Notice

of Meeting and the explanatory Notes. It should be noted that a Vote Withheld is not a vote in law and will not be counted as a vote For or Against a resolution. If you sign this Proxy Form and return it without any specific directions in respect of any resolution your proxy will vote or abstain on that resolution, at his or her discretion. Your proxy will also have discretion to vote as he or she thinks fit on any other business which may properly come before the meeting, including amendments to resolutions, and at any adjournment of the meeting.

For Against Withheld

For Against Withheld

  1. To receive the Directors' and Auditor's Reports and the financial statements
  2. To approve Directors' Remuneration Report
  3. To approve Directors' Remuneration Policy
  4. To approve a final Dividend
  5. To approve a special Dividend
  6. To elect Dirk Hahn as a Director
  7. To elect Zarin Patel as a Director
  8. To re-elect James Hilton as a Director
  9. To re-elect Joe Hurd as a Director
  10. To re-elect Andrew Martin as a Director
  11. To re-elect Cheryl Millington as a Director
  12. To re-elect Susan Murray as a Director

Notes to help you complete this form can be found overleaf.

13. To re-elect MT Rainey as a Director

14. To re-elect Peter Williams as a Director

15. To reappoint PricewaterhouseCoopers LLP as Auditor of the Company

16. To authorise the Audit Committee to determine the Auditor's

remuneration

17. To authorise the Company to make limited donations to political organisations and to incur political expenditure

18. To authorise the Directors to allot shares in the Company 19. To authorise the Directors to disapply pre-emption rights*

20. To authorise the Company to purchase its own shares*

21. To authorise the calling of a general meeting with 14 clear days' notice*

*Special resolution

Signature

Please mark this box if signing on behalf

of the shareholder as attorney.

(See Note 4)

Please mark this box if this proxy

appointment is one of multiple

Date

appointments being made (see Note 2).

IMPORTANT:

The following notes relate to the Proxy Form for the AGM to be held on 15 November 2023.

Note 1:

You may appoint one or more proxies of your choice to exercise all or any of your rights to attend, speak and vote at the AGM provided that each proxy is appointed to exercise rights attached to a different share or shares held by you. The proxy must vote in accordance with your instructions. The Chair of the AGM is willing to act as your proxy. If you wish to appoint a person other than the Chair of the meeting as your proxy, please delete the words 'the Chair of the AGM' and add the name of the proxy you wish to appoint in the space provided. The proxy need not be a member of the Company (but must attend the meeting in person to represent you) and is entitled to vote on any other business which may properly come before the meeting. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the name of the proxy, the number of shares in relation to which he or she is authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement.

Note 2:

To appoint more than one proxy, please use a separate Proxy Form for each appointment. Additional Proxy Forms can be obtained by contacting the Registrar, Equiniti, on +44 (0) 371 384 2843 or, if calling from outside the UK, please ensure the country code is used. The helpline is open Monday to Friday 8.30am to 5.30pm (excluding public holidays in England and Wales). Alternatively you can photocopy the enclosed Proxy Form the required number of times before completing it. When appointing more than

one proxy you must indicate the number of shares in respect of which the proxy is appointed. Please also indicate by marking the box provided if the proxy is one of multiple appointments being made.

Note 3:

To direct your proxy how to vote on the resolutions, please mark the appropriate box with an 'X'.

To abstain from voting on a resolution, select the relevant 'vote withheld' box. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion.

Note 4:

To be valid, the Proxy Form must be signed.

If necessary, someone else may sign the form on your behalf as your attorney. In the case of joint holders

  1. only one need sign, and (ii) the vote of the senior holder who tenders a vote, whether in person or by proxy or (in the case of a corporation) by an authorised representative, will alone be counted. For this purpose seniority will be determined by the order in which the names appear in the Register of Members in respect of the joint holding. In the case of a corporation, the
    Proxy Form should be executed by a duly authorised officer or person or under its common seal or in any other manner authorised by its constitution.

Note 5:

Shareholders who wish to appoint a proxy or proxies electronically may do so through www.sharevote.co.uk where full instructions are provided. Shareholders will need the Voting ID, Task ID and Shareholder Reference Number as printed on their proxy form. Alternatively, if already registered with Equiniti's online portfolio service, Shareview, shareholders can appoint their proxy electronically by logging on to their portfolio

at www.shareview.co.uk using their ID and password. Once logged in, click 'View' on the 'My Investments' page, click on the link to vote then follow the on-screen instructions.

Note 6:

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. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by our agent (ID RA19) by no later than 12 noon on Monday 13 November 2023.

See the notes to the Notice of Meeting for further information on proxy appointment through CREST.

Note 7:

The completion and return/submission of the Proxy Form will not preclude a registered member from attending, speaking and voting in person at the meeting. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies

will take precedence.

EETING

end the Company's Annual General Meeting (AGM) to be held at the offices of UBS, n on Wednesday 9 November 2016. If you wish to attend the AGM please bring this ation desk. would like to register your vote, please complete, detach and return the prepaid Proxy Form ur Proxy Form electronically by (i) going to www.sharevote.co.uk using the series of numbers rm and following the instructions provided on the website or (ii) if you are a user of the CREST ers), by having an appropriate CREST message transmitted. Please note that your instructions n on Monday 7 November 2016 (i.e. not less than 48 hours (excluding any part of a day which e AGM).

y Form for the AGM to be held on Wednesday 9 November 2016. Note 4: our choice to exercise To appoint a proxy or to give or amend an instruction to a nd vote at the AGM previously appointed proxy via the CREST system, the CREST exercise rights attached message must be received by the issuer's agent (ID RA19) by no The proxy must vote in later than 12 noon on Monday 7 November 2016. For this purpose, hairman of the AGM is the time of receipt will be taken to be the time (as determined by appoint a person other the timestamp applied to the message by the CREST Applications proxy, please delete the Host) from which the issuer's agent is able to retrieve the message. al Meeting', add the name After this time any change of instructions to a proxy appointed ace provided. The proxy through CREST should be communicated to the proxy by other but must attend the means. CREST Personal Members or other CREST sponsored s entitled to vote on any members and those CREST Members who have appointed voting before the meeting. If the service provider(s) should contact their CREST sponsor or voting s than your full voting service provider(s) for assistance with appointing proxies via o the name of the proxy, CREST. For further information on CREST procedures, limitations he or she is authorised to and system timings, please refer to the CREST Manual. We may treat will be deemed to be a proxy appointment sent by CREST as invalid in the circumstances ntitlement.set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

se a separate Proxy Form Note 5: orms can be obtained The Proxy Form must be signed. If necessary, someone else may 371 384 2843 or, if sign the form on your behalf as your attorney. In the case of joint 7047. The helpline is holders (i) only one need sign, and (ii) the vote of the senior holder m (excluding UK public who tenders a vote, whether in person or by proxy or (in the case y the enclosed Proxy of a corporation) by an authorised representative, will alone be e completing it. When counted. For this purpose seniority will be determined by the order t indicate the number in which the names appear in the Register of Members in respect ppointed. Please also of the joint holding. In the case of a corporation, the Proxy Form e proxy is one of multiple should be executed by a duly authorised officer or person or under its common seal or in any other manner authorised by its constitution.

rocedures set out in Note 6: ating to the appointment The completion and return/submission of the Proxy Form will by logging ontonot preclude a registered member from attending, speaking and ny electronic address voting in person at the meeting. If you submit more than one valid elated documents, proxy appointment, the appointment received last before the unicate with thelatest time for the receipt of proxies will take precedence. se expressly stated.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Hays plc published this content on 02 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 October 2023 12:20:16 UTC.