THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTIONIf you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should

consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 immediately.

If you have sold or otherwise transferred all of your shares, please send this document, but not the accompanying personalised proxy form, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected

for transmission to the purchaser or transferee.

REDEFINE INTERNATIONAL P.L.C.(the “Company” or “Redefine International”)

(incorporated in the Isle of Man with registered number 010534V)

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN of the Annual General Meeting of Redefine International P.L.C. (the “AGM”)

Date of AGM: 11.00am on 23 January 2017

Location of AGM: 2nd Floor, 30 Charles II Street, London SW1Y 4AE

ResolutionsShareholders’ attention is drawn to the resolutions to be proposed at the AGM, and the corresponding explanatory notes, set out overleaf.

As a company with a controlling shareholder, and in accordance with Listing Rule 9.2.2E the re‑election of the independent Non‑executive Directors is to be approved by a resolution of (i) all shareholders and (ii) the independent shareholders. Information pertaining to each of the Independent Non‑executive Directors has been provided advising of the skills that each brings to the Board and why the Company considers

that they continue to be effective.

Action to be taken by shareholders

Date on which proxies must be received: 11.00am on 21 January 2017

Record date to attend and vote at the meeting: 6.00pm on 20 January 2017

The Directors unanimously recommend that you vote in favour of the Resolutions proposed at this AGM.

All shareholders, whose names appear on the register of members at close of business on 20 January 2017, are encouraged to attend the meeting.

For those who are unable to attend, please complete the hard copy proxy form enclosed and return it to the Registrars by 11.00am on 21 January 2017.

All times shown are UK times.

If you have any questions that you would like to put to the Board please contact the Company Secretary

By email: Lhibberd@redefineinternational.com

By post: L Hibberd, Redefine International P.L.C., 30 Charles II Street, London, SW1Y 4AE

Redefine International P.L.C. Annual General Meeting02

Notice of Annual General Meeting

Resolutions and explanatory notesOrdinary Resolutions 1 to 17 (inclusive) require more than 50 per cent of the votes cast to be in favour in order for the resolutions to be passed.

Ordinary Resolutions 4 to 7, concerning the re‑election of the independent directors, must be approved by a majority of the votes cast by:

i. All shareholders of the Company; and

ii. Independent shareholders of the Company (all shareholders other than Redefine Properties Limited and its associates).

Special Resolutions 18 to 20 require at least 75 per cent of the votes cast to be in favour in order for the resolutions to be passed.

As ordinary business to consider and, if thought fit, resolve the following:Ordinary Resolutions1. THAT the Group and the Company’s audited financial statements for the year ended 31 August 2016 together with the reports of the

Directors and independent auditors (the “Annual Report”) be received and adopted. The Annual Report was sent to shareholders on 15 December 2016, along with this notice.2. THAT the Annual Report on Remuneration be approved. The Annual Report on Remuneration can be found on pages 76 to 80 of the Annual Report and is subject to an advisory vote by shareholders.

It details the payments that have been made to Directors during the year, in accordance with the current remuneration policy approved by shareholders at the 2015 AGM.

3. THAT G.A.Clarke be re‑elected as a Director of the Company. Greg Clarke is the Chairman of the Board. Greg has over 30 years’ experience of working for and running large international public corporations

across Europe, Australia and South Africa. Between 2002 and 2009 he was Chief Executive of Lend Lease Corporation, an ASX 50 international corporation specialising in property investment, development and construction. Between 1994 and 2000 he worked for groups owned by Cable and Wireless, ultimately being promoted to CEO of Cable and Wireless Communications Plc. He recently stepped down as Chairman of The Football League, and Chairman of the Meteorological Office, and is currently Chairman of the Football Association and of two privately owned equity businesses.

On appointment as Chairman in 2011, Greg Clarke met the requisite independence criteria, but thereafter, as specified in section B.1.1 of the UK Corporate Governance Code, it is not considered appropriate for the Chairman to be subject to a test of independence. Greg Clarke will therefore not be subjected to the dual voting system required for the independent directors.

4. THAT M.J.W. Farrow be re‑elected as an Independent Director of the Company. Michael Farrow is the Senior Independent Non‑executive Director. Michael founded and is a director of Consortia Partnership Limited, a

Jersey licensed trust company, following seven years as an executive director and trustee of a very substantial family trust whose main activity was property investment and development in UK, central Europe and California. He currently sits on the boards of both UK listed and private property companies and funds. From 1993‑1997 he was group company secretary of Cater Allen, Jersey and, prior to that a regular army officer. He holds an MSc in Corporate Governance and is a Fellow of the Institute of Chartered Secretaries and Administrators.

Independence: Mr Farrow is considered independent in accordance with B.1.1 of the UK Corporate Governance Code and has no existing or previous relationship, transactions or arrangements with the Company, its directors or with Redefine Properties Limited or its associates.

Effectiveness: Mr Farrow demonstrates a high level of commitment to the Board and to its committees, and has been a particularly dedicated Chairman of the Remuneration Committee. He has extensive experience in corporate governance, property, international business and of UK listed companies, which adds to the effectiveness of the Board and the Chairman recommends he be re‑elected as a Director.

Selection Process: Mr Farrow was a director of Redefine International plc, the AIM listed company, which undertook a reverse acquisition of Wichford P.L.C. (renamed Redefine International P.L.C.). Following the acquisition, Mr Farrow was appointed to the Board in August 2011.

5. THAT G.R. Tipper be re‑elected as an Independent Director of the Company. Gavin Tipper is an Independent Non‑executive Director. Gavin is a Chartered Accountant with BComm and BAcc degrees and a Masters

degree in Business Administration. He has been involved in the financial services industry for over 20 years. Prior to joining the Coronation Group as chief operating officer in 2001, where he spent ten years, he was a technical partner at KPMG. Gavin holds directorships in a number of listed South African companies.

Independence: Mr Tipper is considered independent in accordance with B.1.1 of the UK Corporate Governance Code and has no existing or previous relationship, transactions or arrangements with the Company, its directors or with Redefine Properties Limited or its associates.

Effectiveness: Mr Tipper has extensive financial experience of companies listed in both the UK and South Africa. He is a highly valued member of the Board, whose financial knowledge is invaluable as Chairman of the Audit and Risk Committee. He makes significant contributions in Board meetings and the Chairman considers that he continues to be an effective member of the Board.

Selection Process: Mr Tipper was a director of Redefine International plc, the AIM listed company, which undertook a reverse acquisition of Wichford P.L.C. (renamed Redefine International P.L.C.). Following the acquisition, Mr Tipper was appointed to the Board in August 2011.

6. THAT S.E Ford be re‑elected as an Independent Director of the Company. Sue Ford is an Independent Non‑executive Director. Sue is a Chartered Accountant with over 30 years’ experience working within various

leading organisations overseeing finance, strategy and governance matters. Sue was a founder and former finance director of Metric Property Investment plc, prior to its merger with London & Stamford PLC to form LondonMetric Property plc, an income focused, diversified FTSE 250 REIT.

Independence: Ms Ford is considered independent in accordance with B.1.1 of the UK Corporate Governance Code and has no existing or previous relationship, transactions or arrangements with the Company, its directors or with Redefine Properties Limited or its associates.

Effectiveness: As a former finance director of a FTSE 250 property company, Ms Ford has in depth knowledge and contacts within UK property companies and financial institutions and provides pertinent advice on financial matters. Her clarity of thought and experience have contributed greatly to the three Board committees on which she sits and she is a highly respected member of the Board.

Selection Process: As a result of an external search it was identified that Ms Ford was due to retire as a director of London Metric in 2014. She was interviewed by the Nominations Committee, recommended to the Board and appointed a Non‑executive Director in December 2014.

Redefine International P.L.C. Annual General Meeting 03

7. THAT R.S. Orr be re‑elected as an Independent Director of the Company. Robert Orr is an Independent Non‑executive Director. He is a Chartered Surveyor with significant experience of the German and European

real estate markets. He worked for Jones Lang LaSalle (“JLL”) for over 29 years, during which time he was Country Manager for Germany and later the Group’s European CEO. In 2005 Robert founded the International Capital Group for JLL, establishing cross‑border relationships with international investors seeking real estate investment opportunities. Robert currently serves as a Non‑executive Director for Tishman Speyer Properties UK Limited, an Advisor to UK and European Investments, EQT Real Estate 1 Fund and Wainbridge Capital and a Senior Advisor to Canaccord Genuity Limited. Robert is also a non‑executive Director of APCOA Parking Holdings GmbH and a Trustee of Dementia UK.

Independence: Mr Orr is considered independent in accordance with B.1.1 of the UK Corporate Governance Code and has no existing or previous relationship, transactions or arrangements with the Company, its directors or with Redefine Properties Limited or its associates.

Effectiveness: The European portfolio represents approximately 23 per cent of the Company’s assets. Mr Orr was appointed in 2015 and his significant expertise in European property has greatly enhanced the skills matrix of the Board. He has been instrumental in providing guidance and advice on recent transactions, such as the AUK portfolio, and his knowledge and experience have been of great benefit to the effectiveness of the Board and as Chairman of the Investment Committee.

Selection Process: Mr Orr was appointed following an external search by the independent recruitment agency Russell Reynolds. 61 candidates were originally considered from which a shortlist, comprising two women and one man, was selected. Mr Orr was considered to have the requisite international expertise and was appointed to the Board in April 2015.

8. THAT M. Wainer be re‑elected as a Director of the Company. Marc Wainer is a Non‑executive Director. Marc has over 35 years’ experience in all aspects of the property industry. He is the founder and

Executive Chairman of Redefine Properties Limited, a Non‑executive Director of Cromwell Property Group and has served on numerous other listed property boards, including Hyprop Investments Limited and Fountainhead Property Trust.

Mr Wainer is a Director of Redefine Properties Limited, the Company’s major shareholder, and is therefore not considered independent. 9. THAT B. Nackan be re‑elected as a Director of the Company. Bernie Nackan is a Non‑executive Director. Bernie was financial editor of South Africa’s leading morning newspaper, the Rand Daily Mail, from

1969 to 1974. He was an Executive Director of Sage Group, Managing Director of Sage Unit Trusts and a Director of the Group’s investment, life and property subsidiaries until his retirement in 2003. He was appointed by the Minister of Finance as a member of the Collective Investment Schemes Advisory Committee and served for over 10 years in that capacity. He is currently Lead Non‑executive Director of Redefine Properties Limited and a Non‑executive Director of Rezco Asset Management Group.

Mr Nackan is a Director of Redefine Properties Limited, the Company’s major shareholder, and is therefore not considered independent.10. THAT M.J. Watters be re‑elected as a Director of the Company. Mike Watters is the CEO. He is a qualified engineer with a BSc Eng. (Civil) Degree and an MBA. He has over 27 years’ experience in the

investment banking and real estate industries. He has held directorships of some of South Africa’s top rated listed property funds including Sycom Property Fund and Hyprop Investments Limited as well as the Sapphire Retail Fund in the United Kingdom. He is a Non‑executive Director of Redefine Properties Limited and International Hotel Properties Limited and Chairman of Redefine BDL Hotel Group Limited.

11. THAT S.J. Oakenfull be re‑elected as a Director of the Company. Stephen Oakenfull is the deputy CEO. He is a CFA charterholder with a BSc (Hons) Degree in Construction Management. He has previously

held the role of Chief Operating Officer of the Investment Advisor to Redefine International. Prior to joining the Redefine Group, Stephen worked for DTZ Corporate Finance in London and as a management consultant for Turner & Townsend, an international construction and management consultancy, both in South Africa and London.

12. THAT D.A. Grant be re‑elected as a Director of the Company. Donald Grant is the Chief Financial Officer and a Chartered Accountant having trained at Coopers & Lybrand in New Zealand. Upon moving

to the UK, he spent 10 years working within various banking and broking institutions prior to moving into the property sector. Donald joined the Group in 2015 from fellow FTSE 250 constituent Capital & Counties Properties PLC where he had spent the last seven years and held the position of financial controller.

13. THAT A.A Horsburgh be re‑elected as a Director of the Company. Adrian Horsburgh is the Property Director. He joined Redefine International following a 30 year career with Jones Lang LaSalle (“JLL”), where

he most recently held the role of Retail Investment Director. Adrian started his career at King Sturge as a trainee surveyor in the Investment Department. He qualified as a Chartered Surveyor while at the firm and was appointed an Equity Partner in 1992. On the merger of King Sturge with JLL in 2011 he was appointed an International Director of the merged company. Adrian has worked exclusively in the investment sector with a specialisation in retail and shopping centres.

14. THAT KPMG, the Independent Auditor, be re‑appointed until the conclusion of the Company’s next AGM in 2018. KPMG was first appointed in 2010 and has expressed its willingness to continue in office. The Board has assessed KPMG’s independence and

recommend that it be re‑appointed as Auditor to the Company. The Directors expect to next tender the audit in 2018.15. THAT the Directors be authorised to determine the remuneration of the Independent Auditor. The remuneration of the Auditor is the responsibility of the Audit and Risk Committee. Fees paid for the year ending 31 August 2016 are

detailed in the Annual Report on page 65.

Redefine International P.L.C. Annual General Meeting04

Notice of Annual General Meeting

As special business to consider and, if thought fit, resolve the following:Ordinary Resolutions 16. THAT, the Redefine International Remuneration Policy be amended as set out on pages 71 to 75 of the Annual Report, a copy of which is

produced to the meeting and signed by the Chairman for the purposes of identification (the “New Remuneration Policy”), and be approved and adopted by the Company with immediate effect and the Directors be authorised to do all such acts and things necessary as they may consider appropriate in order to implement the New Remuneration Policy.

Following the vesting of the first long term incentive plan (“LTIP”) awards in 2016, at a resultant level of 0 per cent, the Remuneration Committee concluded that the remuneration policy, and particularly the outcome of the LTIP, did not correctly reflect the executives’ performance nor did it align with shareholder returns achieved for the same period. After consultation with our advisers, Brokers and major shareholder, the Remuneration Committee has proposed that the remuneration policy be amended to provide greater alignment with strategy, shareholder returns and market comparables. The current remuneration policy can be found in the 2014 annual report, available on the Company’s website. A full version of the proposed New Remuneration Policy can be found on page 71 of the 2016 Annual Report. The main differences between the current and proposed New Remuneration Policy are summarised on page 69 of the 2016 Annual Report.

17. Allotment of Shares THAT the Directors be hereby generally and unconditionally authorised pursuant to the Articles of Association of the Company from time

to time to allot Ordinary Shares and to grant rights to subscribe for or convert any security into Ordinary Shares:a. up to a maximum aggregate nominal value of £48,313,062 (equivalent to 603,913,274 Ordinary Shares being 33.33 per cent of the

Company’s nominal issued share capital at 15 December 2016); andb. in addition, in connection with a rights issue in favour of holders of Ordinary Shares in proportion (as nearly as may be practicable)

to their respective holdings of Ordinary Shares (but subject to such exclusions or other arrangements as the Directors consider necessary or expedient in connection with treasury shares, fractional entitlements or any legal or practical problems arising under the laws or regulations of, or the requirements of any regulatory body or stock exchange in, any territory) up to a maximum nominal amount of £48,313,062 (equivalent to 603,913,274 Ordinary Shares of 8 pence each);

in each case for the period expiring on the date of the Company’s AGM to be held in 2018, provided that the Company may before such expiry make an offer or agreement which would or might require Ordinary Shares to be allotted after such expiry and the Directors may allot Ordinary Shares or grant rights in pursuance of such offer or agreement as if the power conferred hereby had not expired.

Shareholders’ authority is required for the Directors to allot share capital of the Company. Such authority is consistent with current recommendations of the Investment Association (“IA”) and would allow Directors to issue shares up to 33 per cent of the current issued share capital (i) in consideration for, inter alia, assets, scrip and employee share plans, or (ii) to all shareholders on a fully pre‑emptive right basis.

It should be noted that although the authorities to issue shares are for 33.33 per cent of the current issued capital, under the Prospectus Rules, the Company would need to issue a prospectus if it wished to issue 10 per cent or more of the current issued share capital in any 12 month rolling period. A prospectus was last issued on 28 January 2016 and specific shareholder approval was subsequently sought at an EGM, for a placing of 270,588,236 shares in February 2016.

The existing authority given by shareholders to the Directors at the AGM on 26 January 2016 is in respect of unissued Ordinary Shares having an aggregate nominal value of £39,881,783.68. This authority, which has only been used during the year to issue scrip dividend shares, is due for renewal at the AGM to be held on 23 January 2017. The Directors consider that this authority should be renewed in respect of unissued Ordinary Shares having an aggregate nominal value of £48,313,062 representing 33.33 per cent of the nominal issued ordinary share capital of the Company as at 15 December 2016 and to expire at the AGM to be held in 2018.

Special Resolutions 18. Waiver of Pre‑emption Rights for 5 per cent of the Issued Share Capital (Allotment of Shares for Cash) THAT the Directors be hereby generally authorised and empowered to allot Ordinary Shares pursuant to Resolution 17 as if the

pre‑emption provisions in Article 10 of the Articles of Association of the Company did not apply to any such allotment, such power (unless and to the extent previously revoked, varied or renewed by the Company in general meeting) to expire on the date of the Company’s AGM to be held in 2018 and be limited to:a. the allotment of Ordinary Shares for Shares either pursuant to Resolution 17 for cash to Shareholders where the shares attributable to

the interest of such Shareholders are offered (whether by way of rights issue, open offer or otherwise) in proportion (as nearly as may be practicable) to the respective numbers of Ordinary Shares held by them, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with any fractional entitlements or any legal or practical problems under the laws of, or the requirements of any regulatory body or any recognised stock exchange in, any country or territory;

b. the allotment (other than pursuant to (a) above) of Ordinary Shares up to a maximum aggregate nominal value of £7,246,959 (equivalent to 90,586,991 Ordinary Shares, being 5 per cent of the Company’s nominal issued shares at 15 December 2016), provided that the authority shall allow the Company before its expiry to make offers or agreements which would or might require Ordinary Shares to be allotted after such expiry and, notwithstanding such expiry, the Directors may allot Ordinary Shares in pursuance of such offers or agreements.

This resolution is in line with the Pre‑emption Group Guidelines and would allow Directors to allot shares for cash, without offering the new shares to current shareholders, limited by value to 5 per cent of the Company’s nominal issued ordinary shares at 15 December 2016 having an aggregate nominal value of £7,246,959. This waiver will also apply in respect of fractional entitlements and the rights of overseas shareholders arising on a rights issue.This authority was last exercised in 2015, and the Directors consider it to be in the best interests of the Company for this authority granted by shareholders at an AGM on 26 January 2016 to be renewed for a period expiring at the AGM to be held in 2018.

Redefine International P.L.C. Annual General Meeting 05

19. Waiver of Pre‑emption Rights for an additional 5 per cent of the Issued Share Capital in connection with a Specified Investment (Allotment of Shares for Cash)

THAT the Directors be hereby generally authorised and empowered, in addition to any authority granted under Resolution 18, to allot Ordinary Shares pursuant to Resolution 17 as if the pre‑emption provisions in Article 10 of the Articles of Association of the Company did not apply to any such allotment, such power (unless and to the extent previously revoked, varied or renewed by the Company in general meeting) to expire on the date of the Company’s AGM to be held in 2018 and be limited to:a. the allotment of equity securities or sale of treasury shares up to a nominal amount of £7,246,959 (equivalent to 90,586,991 Ordinary

Shares, being 5 per cent of the Company’s nominal issued shares at 15 December 2016); and b. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a

transaction which the Board of the Company determines to be an acquisition or other 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,

such authority to expire at the end of the next AGM of the Company (but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

This resolution is in line with the Pre‑emption Group Guidelines and would allow Directors to allot shares for cash, without offering the new shares to current shareholders. The Company would only intend to use this authority in connection with an acquisition or specified capital investment which would be announced contemporaneously with the issue, or which had taken place in the preceding six month period and was disclosed in the announcement of the issue.

Furthermore, if this authority was exercised, the Company would publish in the next annual report: • the actual level of discount achieved; • the net proceeds raised; • how those net proceeds were used; and • the percentage increase in issued share capital due to non‑pre‑emptive issuance for cash over the three‑year period preceding the issue.

20. Purchase of own Shares THAT the Directors be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the UK

Companies Act 2006) of Ordinary Shares on such terms and in such manner as the Directors may determine provided that:a. the maximum number of Ordinary Shares authorised to be acquired is 181,173,982 representing 10 per cent of the issued Ordinary

Shares as at the date of the Director’s Report;b. the minimum price (exclusive of expenses) which may be paid for any such Ordinary Share is 8.0 pence, being the nominal value of

each Ordinary Share;c. the maximum price (exclusive of expenses) which may be paid for any such Ordinary Share is the amount equivalent to 105 per cent

of the arithmetical average of the middle market quotations for an Ordinary Share (as derived from the Daily Official List of the London Stock Exchange plc) for the five business days immediately preceding the day on which the Ordinary Share is purchased; and

d. the authority shall expire on the date of the AGM of the Company to be held in 2018 (provided that the Company may enter into a contract for the purchase of Ordinary Shares before the expiry of this authority which would or might be completed wholly or partly after such expiry and may make a purchase of Ordinary Shares in pursuance of any such contract).

The Articles of Association of the Company empower the Company to purchase its own shares. The Directors consider it desirable and in the Company’s best interests for shareholders to grant the Company authority to exercise this power, within certain limits.

Shares were repurchased by the Company in 2011, but Directors have no present intention of exercising this power. The authority to purchase shares would only be exercised after careful consideration by the Directors and as and when conditions were favourable, with a view to enhancing earnings per share and/or net asset value per share.

Legislation in the Isle of Man was enacted in 2014 which allows companies who buy their own shares to hold them in treasury rather than cancel them, up to a maximum of 10 per cent. If the Company purchased its own shares it would therefore hold such shares as treasury shares which the Company could sell for cash. All rights attaching to shares purchased under this authority, including voting rights and rights to dividends, would be suspended whilst they are held in treasury.

The Directors propose an authority, to expire at the AGM to be held in 2018, for the Company to purchase its own shares up to a total of 181,173,982 Ordinary Shares having an aggregate nominal value of £14,493,919 being 10 per cent of the nominal issued ordinary share capital as at 15 December 2016.

RecommendationsThe Directors consider that the passing of Resolutions 1 to 20 is in the best interests of the Company and its shareholders as a whole and accordingly recommend that you vote in favour of all the resolutions to be proposed at this year’s AGM. The Directors intend to vote in favour of these resolutions in respect of their own share interests, which amount to 9,332,336 Ordinary Shares, representing in aggregate 0.52 per cent of the nominal issued ordinary share capital of the Company.

Registered office: Merchants House 24 North Quay Douglas Isle of Man IM1 4LE

By order of the BoardLisa Hibberd Company Secretary

Dated this 15th day of December 2016

Redefine International P.L.C. Annual General Meeting06

Notice of Annual General Meeting

NotesThe 2016 Annual General Meeting is to be held at 11.00am on 23 January 2017, at 30 Charles II Street, London SW1Y 4AE.

Entitlement to attend and vote at the meetingPursuant to Regulation 22 of the Uncertificated Securities Regulations 2006 of the Isle of Man, the Company specifies that only those shareholders of the Company on the register at 6:00pm on 20 January 2017 shall be entitled to attend or vote at the AGM in respect of the number of shares registered in their name at the time. Changes to the register of members after that time will be disregarded in determining the rights of any person to attend or vote at the meeting.

Election and re‑election of independent directors If the election or re‑election of an Independent Non‑executive Director is not approved by both the shareholders and the independent shareholders of the Company, the Company may propose a further resolution to elect or re‑elect the proposed independent director which:

1. Must not be voted on within a period of 90 days from the date of the original vote;

2. Must be voted on within a period of 30 days from the end of the period set out in (1) above; and

3. Must be approved by the shareholders of the Company.

Entitlement to ask questionsAny member attending the meeting has the right to ask questions. The Company has to answer any questions raised by members at the meeting which relate to the business being dealt with at the meeting unless: (1) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (2) the answer has already been given on a website in the form of an answer to a question, or (3) it is undesirable in the interests of the Company or the good order of the meeting to answer the question.

Entitlement to appoint a proxyA member entitled to attend and vote at the above meeting is entitled to appoint a proxy or proxies to attend and vote on a poll instead of him. A proxy can be the Chairman of the meeting, or another person of your choice, who need not be a member of the Company. If a member appoints more than one proxy, each proxy must be entitled to exercise the rights attached to different shares.

The appointment of a proxy will not preclude a member from attending and voting at the meeting in person should he subsequently decide to do so.

ShareholdersIn the case of joint holders of Ordinary Shares, the vote of the senior shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

Company membersAny 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.

When a company which is a member appoints a proxy, the proxy form must be executed under that company’s common seal or signed on its behalf by a duly authorised officer of that company or an attorney for the company.

Shareholders registered on the UK share registerForm of ProxyA form of proxy is enclosed for your use if desired, or if you wish to vote on line please visit http://www.capitashareportal.com. To be valid, the instrument appointing a proxy must be completed and reach the Company’s Registrars, Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU not less than 48 hours before the time of holding the meeting.

To direct your proxy how to vote on the resolutions mark the appropriate box on your proxy form with an ‘X’, or if you wish to vote on line please visit http://www.capitashareportal.com and follow the instructions. To abstain from voting on a resolution, select the relevant ‘Vote withheld’ box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

Any power of attorney or any other authority under which your proxy form is signed (or a duly certified copy of such power or authority) must be included with your proxy form.

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.

CREST MembersCREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take appropriate action on their behalf.

In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message must be transmitted so as to be received by the Company’s agent, Capita Asset Services (whose CREST ID is RA10) by the specified latest time(s) for receipt of proxy appointments. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the Company agent is able to retrieve the message by enquiry to CREST in the manner prescribed.

Redefine International P.L.C. Annual General Meeting 07

Shareholders registered on the SA share registerA form of proxy is attached for the convenience of any shareholder holding certificated shares who cannot attend the annual general meeting but who wishes to be represented thereat. Forms of proxy may also be obtained on request from the Company’s registered office. The completed form of proxy must be deposited at or posted to the office of the transfer secretaries, Computershare Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196, mailed to PO Box 61051, Marshalltown, 2107 or emailed to proxy@computershare.co.za not less than 48 hours before the time of holding the meeting. Any shareholder who completes and lodges a form of proxy will nevertheless be entitled to attend and vote in person at the annual general meeting should the shareholder subsequently decide to do so.

Shareholders who have already dematerialised their shares through a Central Securities Depository Participant (“CSDP”) or broker and who wish to attend the annual general meeting must instruct their CSDP or broker to issue them with the necessary letter of representation to attend.

Dematerialised shareholders, who have elected “own–name” registration in the sub‑register through a CSDP and who are unable to attend but who wish to vote at the annual general meeting must complete and return the attached form of proxy and lodge it with the transfer secretaries, Computershare Investor Services Proprietary Limited, PO Box 61051, Marshalltown, 2107 not less than 48 hours before the time of holding the meeting.

All beneficial owners whose shares have been dematerialised through a CSDP or broker other than with “own name” registration, must provide the CSDP or broker with their voting instructions in terms of their custody agreement should they wish to vote at the annual general meeting. Alternatively, they may request the CSDP or broker to provide them with a letter of representation, in terms of their custody agreements, should they wish to attend the annual general meeting. Such shareholder must not complete the attached form of proxy.

Issued share capitalAs at 15 December 2016 (being the last practicable day prior to the date of this Notice of AGM) the Company’s issued share capital consisted of 1,811,739,822 Ordinary Shares, carrying one vote each. No shares are currently held in treasury, therefore the total voting rights in the Company as at 15 December 2016 were 1,811,739,822.

Letters of appointment and Articles of Association Copies of the letters of appointment for the Non‑executive Directors and the Memorandum and Articles of Association of the Company will be made available for inspection during normal business hours on any weekday (public holidays excepted) from the date of this Notice of AGM and for at least 15 minutes prior to and during the meeting at the UK office of the Company at 2nd Floor, 30 Charles II Street, London SW1Y 4AE.

Redefi ne International P.L.C. Annual General Meeting08

Location map

Piccadilly Circus

Charing Cross

The National Gallery

Regent StreetSt A

lban’s St Suffolk Street

Regent Street

St James’s Square

Oxendon Street

St Ma

rtin’s Stree

t

Whitcom

b Street

Whitcom

b Street

Warwick House StCockspur Court

Cockspur Street

Jermyn Street

Charles II Street

Charles II Street

Norris Street

St James’s

Mkt

Carlton St

Pall Mall

Pall Mall E

Suffolk Place

The M

all

Orange Street

Orange Street

Panton Street

A4

A400

A400

A4Trafalgar SquareTra

falg

ar Sq

uare

2nd Floor30 Charles II StreetLondon SW1Y 4AE

Babmae’s St

Apple Tree Yard

Directions30 Charles II Street is a short walk from Piccadilly Circus, Charing Cross or Green Park tube stations. The nearest National Rail station is Charing Cross.

The 2016 Annual General Meeting is to be held at 11:00am on 23 January 2017, at 2nd Floor, 30 Charles II Street, London SW1Y 4AE.

How to get there