Numis : AGM Notice 2017

Annual General Meeting 2017

Please see the explanatory notes attached to this notice.

NOTICE is hereby given that the Annual General Meeting of Numis Corporation Plc (the "Company") will be held at the offices of Numis Corporation Plc, The London Stock Exchange Building, 10 Paternoster Square, London EC4M 7LT on Tuesday 7 February 2017, at 11.30 a.m. to consider and, if thought fit, pass the following resolutions, of which resolutions 1 to 10 and 13 will be proposed as ordinary resolutions and resolutions 11 and 12 will be proposed as special resolutions:

Ordinary Business

1. To receive and adopt the Company's annual accounts for the financial year ended 30 September 2016, together with the directors' report and auditors' report for such year.

2. To declare a final dividend for the year ended 30 September 2016 of 6.5p per ordinary share payable on 10 February 2017 to shareholders on the register at the close of business on 16 December 2016.

3. To reappoint as a director Ms Catherine James, who is retiring by rotation in accordance with the Company's Articles of Association and, being eligible, offers herself for election.

4. To reappoint as a director Mr Robert Sutton, who is retiring by rotation in accordance with the Company's Articles of Association and, being eligible, offers himself for election.

5. To reappoint as a director Mr Geoffrey Vero, who is retiring by rotation in accordance with the Company's Articles of Association and, being eligible, offers himself for election.

6. To reappoint as a director Mr Alex Ham, who was appointed to the Board of the Company since the last Annual General Meeting and, being eligible, offers himself for election.

7. To reappoint as a director Mr Ross Mitchinson, who was appointed to the Board of the Company since the last Annual General Meeting and, being eligible, offers himself for election.

8. To reappoint PricewaterhouseCoopers LLP as auditors, to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company.

9. To authorise the Audit & Risk Committee to determine the remuneration of the auditors on behalf of the Board.

   Ordinary resolution - authority to allot relevant securities

10. That:

    (i)The directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 ("the Act") to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company ("Relevant Securities"), up to a maximum aggregate nominal amount equal to

    £1,973,975.60 (equivalent to 39,479,512), provided that:

11. this authority shall expire at the conclusion of the next Annual General Meeting of the Company or (if earlier) unless previously revoked, varied or renewed by the Company in a general meeting;

12. the Company shall be entitled to make, prior to the expiry of such authority, any offer or agreement which would or might require Relevant Securities to be allotted after the expiry of this

    authority and the directors may allot Relevant Securities pursuant to such offer or agreement as if this authority had not expired; and

13. all prior authorities to allot Relevant Securities be revoked but without prejudice to any allotment of Relevant Securities already made thereunder.

Special resolution - disapplication of statutory pre-emption rights

14. That, subject to and conditional upon the passing of resolution 10 set out in the notice of this meeting, the directors be generally empowered pursuant to sections 570 and 573 of the Act to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority conferred by the said resolution 10 as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to:

15. the allotment of equity securities in connection with an issue by way of rights (including, without limitation, under a rights issue, open offer or similar arrangement) in favor of ordinary shareholders on the register on a date fixed by the directors in proportion (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on that date, but subject to such exclusions and/or other arrangements as the directors may deem necessary or expedient to deal with fractional entitlements or any legal, regulatory or practical difficulties under the laws of any territory, or the requirements of any regulatory body or stock exchange, or as regards shares in uncertificated form; and,

16. the allotment (otherwise than pursuant to sub-paragraph a) above) of equity securities having an aggregate nominal amount not exceeding £296,096.00 (equivalent to 5,921,926 shares), and this power shall expire at the conclusion of the next Annual General Meeting of the Company or (if earlier), unless previously revoked, varied or renewed, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.

Special resolution - authority to purchase Company's own shares

17. That the Company be generally authorised pursuant to section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 5p each in the capital of the Company on such terms and in such manner as the directors shall determine, provided that:

18. the maximum number of ordinary shares hereby authorised to be purchased is limited to an aggregate of 11,843,853 shares (equivalent to £592,192.00);

19. the minimum price, exclusive of any expenses, which may be paid for each ordinary share is 5p;

20. the maximum price, exclusive of any expenses, which may be paid for each ordinary share is an amount equal to 105 per cent. of the average of the middle market quotations for an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which such share is contracted to be purchased;

21. this authority shall expire at the conclusion of the next Annual General Meeting of the Company or (if earlier), unless previously revoked, varied or renewed; and,

22. the Company may make a contract to purchase ordinary shares under this authority prior to the expiry of this authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of ordinary shares pursuant to any such contract as if such authority had not expired.

23. Ordinary resolution - authority to make political donations

    That in accordance with sections 366 and 367 of the Companies Act 2006 (the Act), the Company is, and all companies that are, at any time during the period for which this resolution has effect, subsidiaries of the Company as defined in the Act, are hereby authorised in aggregate to:

24. to make political donations as defined in section 364 of the Act, to political parties and/or independent electoral candidates, as defined in section 363 of the Act, not exceeding £50,000 in total;

25. make political donations to political organisations other than political parties, as defined in section 363 of the Act, not exceeding £50,000 in total; and,

26. incur political expenditure, as defined in section 365 of the Act, not exceeding £50,000 in total,

in each case during the period commencing on the date of passing this resolution and ending on the date of the next AGM of the Company to be held in 2018 or on 1 May 2018, whichever is sooner. In any event, the aggregate amount of political expenditure made or incurred under this authority shall not exceed £100,000.

By order of the Board Simon Denyer Group Finance Director & Company Secretary 7 December 2016 Registered in England & Wales Company Registered No: 2375296 Registered Office 10 Paternoster Square London EC4M 7LT Notes:

Right to appoint a proxy

1. Members of the Company are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote at a meeting of the Company. A proxy does not need to be a member of the Company. A member may appoint more than one proxy in relation to a meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member.

2. A proxy form which may be used to make such appointment and give proxy directions accompanies this notice. If you do not receive a proxy form and believe that you should have one, or if you require additional proxy forms in order to appoint more than one proxy, please contact the Company's Registrar, Computershare Investor Services PLC, on 0370 707 1203.

   Procedure for appointing a proxy

3. To be valid, the proxy form must be received by post or (during normal business hours only) by hand at the office of the Company's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, no later than 5 February 2017 at 11.30 a.m. (or, in the case of any adjournment, not later than 48 hours before the time fixed for the adjourned meeting). It should be accompanied by the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority.

4. The return of a completed proxy form will not preclude a member from attending the Annual General Meeting and voting in person if he or she wishes to do so.

   Record date

5. To be entitled to attend and vote at the Annual General Meeting (and for the purpose of the determination by the Company of the votes they may cast), members must be registered in the register of members of the Company as at close of business on 5 February 2017 or, in the event of any adjournment, 48 hours before the time of the adjourned meeting). Changes to the register of members after the relevant deadline will be disregarded in determining the right of any person to attend and vote at the meeting.

   Corporate representatives

6. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

   Communications

7. Members who have general enquiries about the meeting should use the following means of communication. No other means of communication will be accepted. You may:

   • call our members' helpline on 0370 707 1203

   • write to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ