Publication of circular

24 November 2021

LEI: 2138005C7REHURGWHW31

River and Mercantile Group PLC

Return of Capital, Publication of Circular and Notice of General Meeting

On 26 October 2021, River and Mercantile Group PLC ("RMG" or the "Company") announced that it had entered into a contract with Schroder International Holdings Limited, a wholly owned subsidiary of Schroders plc ("Schroders") to sell its UK Fiduciary Management, Advisory and Derivatives business (the "Sale").

The Company announced on the same date the intention of the Board of Directors of the Company (the "Board") to return to shareholders the majority of the expected net cash proceeds following completion of the Sale, and that it would consult with shareholders regarding the amount, with the balance to be retained to support RMG's future growth strategy. Informed by these discussions, the Board today announces that it proposes to return £180 million (subject to required regulatory and shareholder approvals) to shareholders, following the completion of the Sale, by way of a tender offer of RMG's shares or by other means. This represents approximately 80 per cent of the expected net cash proceeds of £228 million. The Board will set out full details of the timing, and arrangements for the tender offer or other means of returning cash to shareholders as soon as practicable following completion (including the arrangements for a general meeting to consider the required shareholder approvals).

The Sale is conditional upon, amongst other things, the approval of RMG shareholders at a General Meeting of shareholders. RMG has published a circular (the "Circular") in relation to the proposed Sale to Schroders, containing a notice convening a General Meeting of the Company (the "Notice of General Meeting") to be held at the offices of Allen & Overy LLP at One Bishops Square, London E1 6AD on 13 December 2021 at 11:00a.m. (UK time). The Circular and Form of Proxy and/or Voting Instruction Form will be posted or made available to shareholders shortly.

The Circular and the Notice of General Meeting have been submitted to the Financial Conduct Authority's National Storage Mechanism and will be available for inspection at: http://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular and Notice of General Meeting are also available to view on the Company's website at https://riverandmercantile.com/investor-relations from the date of this announcement up to the date of the General Meeting and for the duration of the General Meeting.

Key dates for shareholders

The table below shows the key dates for shareholders in respect of the General Meeting.

Notes:

1. All references are to London (UK) time unless otherwise stated.

2. The timetable may be subject to change. If any of the above times and/or dates should change, the new times and/or dates will be notified to the FCA, and the London Stock Exchange, and where appropriate, announced to Shareholders through a Regulatory Information Service.

3. Voting deadlines may vary depending on how you hold your shares. If you hold your shares via a broker or nominee, please contact them to confirm their voting deadline.

4. Record date, based on the persons entered on the register of members of the Company.

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Enquiries:

Registrar:

Cautionary statement

This announcement is not intended to, and does not constitute, or form part of, any offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. The information contained in this announcement is not for release, publication or distribution to persons in any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

Important information relating to financial advisers

Lazard & Co., Limited ("Lazard"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company as joint financial adviser and as sponsor and for no one else in connection with the matters described in this announcement and is not, and will not be, responsible to anyone other than the Company for providing the protection offered to clients of Lazard nor for providing advice in relation to the Sale or any other matters referred to in this announcement.

Fenchurch Advisory Partners LLP ("Fenchurch"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company as joint financial adviser and for no one else in connection with the matters described in this announcement and is not, and will not be, responsible to anyone other than the Company for providing the protection offered to clients of Fenchurch nor for providing advice in relation to the Sale or any other matters referred to in this announcement.