Time Out : AGM Notice 2022

www.timeout.com // Time Out Group plc - Notice of Annual General Meeting 2022

Letter from the Chairman

of Time Out Group plc

TIME OUT GROUP PLC

(Incorporated and registered in England and Wales with registered number 07440171)

REGISTERED OFFICE

1st Floor, 172 Drury Lane

London

WC2B 5QR

6 December 2022

Dear shareholder

ANNUAL GENERAL MEETING OF TIME OUT GROUP PLC (THE 'COMPANY')

I am pleased to be writing to you with details of our Annual General Meeting ('AGM'), which we are holding at 1st Floor, 172 Drury Lane, London, WC2B 5QR on Friday 30 December 2022 at 10.00 am. The formal Notice of the AGM ('Notice') is set out on pages 3 and 4 of this document.

Any changes to the AGM (including any change to the location of the AGM) will be communicated to shareholders before the meeting through the Company's website at www.timeout.com and, where appropriate, by announcement made by the Company to a Regulatory Information Service.

We request that all shareholders planning to attend the AGM in person please confirm their attendance by emailing legal@timeout.com no later than 10.00 am on Wednesday 28 December 2022 by providing their name and address, and using the email subject 'AGM 2022 - Attendance'. Please do not attend the AGM in person if you are unwell and/or have COVID-19 symptoms. Any changes to the arrangements for the AGM will be communicated to shareholders in advance of the AGM through the Company's website and via an RNS announcement.

If you would like to vote on the resolutions to be proposed at the AGM but cannot attend the AGM, please complete and submit a Form of Proxy either in hardcopy or by electronic means in accordance with the instructions printed on the enclosed Form of Proxy as soon as possible and, in any event, not later than 10.00 am on Wednesday 28 December 2022. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so and should follow the instructions set out in the notes to the Notice of AGM. Alternatively, if you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform. Further information on Proxymity is set out in the notes to the Notice of AGM.

YOUR VOTE COUNTS

Your vote is important to us. You can:

• attend and vote at the AGM; or
• complete and return the enclosed Form of Proxy; or
• register your proxy vote electronically by using the service provided by Euroclear UK & Ireland Limited for members of CREST; or
• register your proxy vote electronically by using the Proxymity platform.

The appointment of a proxy will not prevent you from attending the meeting and voting in person if you wish to do so. Enclosed with this circular are the AGM Attendance Card and Form of Proxy.

The Annual Report and Financial Statements for the year ended 30 June 2022 accompanies this Notice. It is also available to you electronically at www.timeout.com.

RECOMMENDATION

The Board considers that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole. Your Board will be voting in favour of them and unanimously recommends that you do so as well.

Yours faithfully

Peter Dubens

Chairman

Time Out Group plc

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Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting ('AGM') of Time Out Group plc (the 'Company') will be held at 1st Floor,

172 Drury Lane, London, WC2B 5QR on Friday 30 December 2022 at 10.00 am for the transaction of the following business:

To consider and, if thought fit, to pass the following resolutions of which resolutions one to nine will be proposed as ordinary resolutions and resolutions ten to twelve will be proposed as special resolutions.

ORDINARY RESOLUTIONS

ANNUAL REPORT AND FINANCIAL STATEMENTS

1. THAT the Company's annual accounts for the financial year ended 30 June 2022, together with the strategic report and the reports of the Directors and Auditors of the Company thereon, be received and adopted.

ELECTION OF DIRECTORS

1. THAT Peter Dubens be re-elected as a Director of the Company.
2. THAT Alexander Collins be re-elected as a Director of the Company.
3. THAT Lord Rose of Monewden be re-elected as a Director of the Company.
4. THAT Chris Ohlund be re-elected as a Director of the Company.
5. THAT David Till be re-elected as a Director of the Company.

APPOINTMENT AND REMUNERATION OF AUDITORS

1. THAT PricewaterhouseCoopers LLP be re-appointed as Auditors of the Company until the conclusion of the next general meeting at which the accounts are laid before the Company.
2. THAT the Directors be authorised to agree and fix the Auditors' remuneration.

POWER TO ALLOT RELEVANT SECURITIES

9. THAT the Directors of the Company be generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 to exercise all the powers of the Company to:

1. allot shares in 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 (within the meaning of section 551(3) and (6) of the Companies Act 2006) of £111,979 (such amount to be reduced by the nominal amount allotted or granted under (b) below in excess of such sum); and
2. allot further equity securities (as defined in section 560 of the Companies Act 2006) up to an aggregate nominal amount of £223,958 (such amount to be reduced by any allotments or grants made under (a) above) i in connection with or pursuant to an offer by way of a rights issue in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment (and holders of any other class of equity securities entitled to participate therein or if the Directors of the Company consider it necessary, as permitted by the rights of those securities), but subject to such exclusions or other arrangements as the Directors of the Company may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever;

and that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, regulatory or practical problems in, or laws of, any territory or any other matter, such authorities to apply until the conclusion of the next Annual General Meeting or, if earlier, until the close of business on 9 February 2024 (unless previously revoked or varied by the Company in a general meeting) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

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www.timeout.com // Time Out Group plc - Notice of Annual General Meeting 2022

Notice of Annual General Meeting continued

SPECIAL RESOLUTIONS

DISAPPLICATION OF PRE-EMPTION RIGHTS

10. THAT, subject to the passing of resolution 9, the Directors of the Company be given power pursuant to sections 570 (1) and

573 of the Companies Act 2006 to:

1. allot equity securities (as defined in section 560 of the Companies Act 2006) of the Company for cash pursuant to the authorisation conferred by that resolution; and
2. sell ordinary shares (as defined in section 560(1) of the Companies Act 2006) held by the Company as treasury shares for cash, as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, provided that this power shall be lmited to the allotment of equity securities for cash and the sale of treasury shares:

1. in connection with or pursuant to an offer of or invitation to acquire equity securities (but in the case of the authorisation granted under resolution 9(b), by way of a rights issue only) in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment or sale (and holders of any other class of equity securities entitiled to participate therin or if the Directors of the Company consider
   it necessary, as permitted by the rights of those securities) but subject to such exclusions or other arrangements as the Directors of the Company may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practicable difficulties which may arise under the laws of or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever;
2. 1. in the case of the authorisation granted under resolution 9(a) above (or in the case of any sale of treasury shares), and otherwise than pursuant to paragraph (i) of this resolution, up to an aggregate nominal amount of £33,593; and
   2. in the case of the authorisation granted under resolution 9(a) above (or in the case of any sale of treasury shares) and otherwise than pursuant to paragraph (i) or paragraph (ii) of this resolution, up to a nominal amount equal to 20 per cent of any allotment of equity securities or sale of treasury shares from time to time under paragraph (ii) of this resolution, such authority to be used only for the purposes of making a follow-on offer which the Directors of the Company determine 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, and shall expire at the conclusion of the next Annual General Meeting of the Company (or, if earlier, on 9 February 2024), save that the Company may before such expiry make any offer or agreement that would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the Directors of the Company may allot equity securities, or sell treasury shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired.

11. THAT, subject to the passing of resolutions 9 and 10, and in addition to the power given by that resolution 10, the Directors of the Company be given the power pursuant to sections 570 (1) and 573 of the Companies Act 2006 to:

1. allot equity securities (as defined in section 560 of the Companies Act 2006) of the Company for cash pursuant to the authorisation conferred by paragraph( a) that resolution 9; and
2. sell ordinary shares (as defined in section 560(1) of the Companies Act 2006) held by the Company as treasury shares for cash, as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, provided that this power shall be:

1. limited to the allotment of equity securities for cash and the sale of treasury shares, up to an aggregate nominal amount of £33,593 used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors of the Company have determined to be either an acquisition or specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice, or for any other purposes as the Company in general meeting may at any time by special resolution determine; and
2. limited to the allotment of equity securities for cash or sale of treasury shares (otherwise than under paragraph (i) of this resolution) 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 (i) of this resolution, such authority to be used only for the purposes of making a follow-on offer which the Directors of the Company determine 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, and shall expire at the conclusion of the next Annual General Meeting of the Company (or, if earlier, on 9 February 2024),

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save that the Company may before such expiry make any offer or agreement that would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the Directors of the Company may allot equity securities, or sell treasury shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired.

AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES

12. THAT, the Company be and is hereby authorised, generally and without conditions, for the purpose of section 701 of the Companies Act 2006 to make one or more market purchases (as defined in section 693(4) of the Companies Act 2006) of its own ordinary shares of £0.001 each, provided that:

1. the Company may not purchase more than 33,593,708 ordinary shares;
2. the minimum price which the Company may pay for each ordinary share is the nominal value;
3. the maximum price (excluding expenses) which the Company may pay for each ordinary share is the highest of:
4. 1. an amount equal to 5% over the average of the mid-market price of an ordinary share, based on the AIM Appendix of the London Stock Exchange Daily Official List, for the five business days immediately before the day on which the Company agrees to purchase the ordinary shares; and
   2. the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out;
5. this authority will apply until the conclusion of the next annual general meeting or, if earlier, the close of business on 9 February 2024; and
6. the Company may agree, before the authority ends, to purchase ordinary shares even though the purchase is, or may be, completed or executed wholly or partly after the authority ends, and the Company may purchase ordinary shares pursuant to any such contract as if the power had not ended.

Dated: 6 December 2022

By order of the Board

Emma Humphrey

Company Secretary

Registered Office:

1st Floor, 172 Drury Lane

London

WC2B 5QR

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