RWS Holdings Regulatory News (RWS)

For immediate release 4 November 2020

RWS Holdings plc

Board Changes

Appointment of Non-Executive Directors and Confirmation of Board Changes

following Completion of the Combination with SDL

RWS Holdings plc ("RWS", "the Group"), the world's leading language services and technology group, announces a number of Board and committee changes following the completion of the all-share combination of RWS Holdings plc and SDL plc earlier today. The appointments include three new Non-Executive Directors, two of whom are from the SDL plc Board.

Non-Executive Director Appointments

RWS today confirms the appointments of David Clayton, formerly Non-Executive Chairman of SDL plc, and Gordon Stuart, formerly a Non-Executive Director of SDL plc, to the Board with immediate effect.

David Clayton joined SDL plc as a Non-Executive Director in December 2009 before becoming Non-Executive Chairman in July 2013. He is currently Chairman of Forensic and Compliance Systems and Chairman of the Board of Trustees of the charity Changing Faces.

Gordon Stuart was appointed as a Non-Executive Director of SDL plc in January 2020. Having started his career as a management consultant with McKinsey & Co, he brings approximately 20 years' experience in senior management roles at global people and technology businesses. Gordon currently serves as the CFO of Unit4 NV, having previously been CFO of TMF Group and Alexander Mann Solutions, and Group Finance Director of Xansa plc and London Bridge Software Holdings plc. He has also held non-executive roles at Sepura plc and Intec Telecom Systems plc.

RWS also announces the appointment of Frances Earl as a Non-Executive Director with immediate effect. Frances has spent 30 years driving global talent strategies at Accenture and for its clients, with extensive experience advising on the recruitment, management and development of diverse talent, and played a key role in the integration of senior executives and people as part of various acquisitions for Accenture. While at Accenture she was a member of the UK and Ireland Executive Board in her role as UK and Ireland HR Director. Her time at Accenture culminated in her role as Global Managing Director for Executive Recruitment with responsibility for all senior executive and partner recruitment across twenty countries.

Resignations 

As announced on 27 August 2020, Elisabeth Lucas and Tomáš Kratochvíl will be leaving the RWS Board as Non-Executive Directors with immediate effect following the completion of the combination of RWS and SDL plc.

Full Board and Committee Members

Following the changes announced today, the Board will comprise:

Andrew Brode, as Chairman

Richard Thompson, as CEO

Desmond Glass, as CFO

David Shrimpton, Senior Independent Director, who will not seek re-election at the AGM in 2021

Lara Boro, who will become Senior Independent Director after the 2021 AGM

David Clayton, Non-Executive Director

Gordon Stuart, Non-Executive Director

Frances Earl, Non-Executive Director

The members of the Remuneration Committee will be Frances Earl (Committee Chair), Andrew Brode, Lara Boro, Gordon Stuart, David Clayton and David Shrimpton. The members of the Audit Committee will be David Shrimpton (Committee Chair until the AGM in 2021), Gordon Stuart (Committee Chair from the AGM), David Clayton and Frances Earl.

Andrew Brode, Chairman of RWS, commented:

"We are delighted to welcome David and Gordon to the Board following the completion of the Group's combination with SDL, and to appoint Frances who brings deep experience in talent strategies and management, including through significant integration processes.

"On behalf of the Group, I would like to thank Liz and Tomáš for their considerable contributions over the many years through which they have held significant roles at RWS and Moravia, and to wish them well for the future.

"Following the completion of the combination with SDL, I am confident that we have in place the strong leadership and breadth of skills across the Board to enable us to effectively bring together the world's leading provider of language services and technology."

Other than the directorships listed below, there is no further information required to be disclosed pursuant to paragraph (g) of Schedule 2 of the AIM Rules for Companies in relation to the new members of the RWS Board.

David Clayton, aged 63, holds or has held directorships in the five years preceding his appointment at RWS as follows:

Current Directorships

FCS (UK) Limited

Changing Faces

Solar Archive Limited

Dixons Academies Trust Ltd

Albora Technologies Limited

Past Directorships held within the last five years

SDL plc

David Clayton Associates Limited

SwiftPage Inc

Gordon Stuart, aged 57, holds or has held directorships in the five years preceding his appointment at RWS as follows:

Current Directorships

Coda Group International Ltd

Coda Limited

AI Avocado Holding B.V.

Unit4 UK Software Holdings Limited

Unit4 Business Software Limited

Unit 4 NV

Unit4 Education Solutions, Inc.

Unit4 Oy

Unit4 Portugal Unipessoal LDA

Unit4 Coda Czech s.r.o.

Unit4 Business Software South, S.L.U.

Unit4 Business Software France S.A.

Unit4 Business Software GmbH

Unit4 R&D Spain S.L.

PT. Unit Four Indonesia

Unit4 Polska Spzoo

Unit4 A.S.

Unit4 Business Software Pty Ltd.

Unit4 R&D A.S.

Unit4 Norway Holdings A.S.

Unit4 Software Engineering Spzoo

Unit4 A.B.

Unit4 Nordics Holding AB

Unit4 Coda Hungary Kft

Unit4 Malaysia Sdn. Bhd.

Unit4 Eesti O.U.

Unit4 Asia Pacific Pte. Ltd.

Past Directorships held within the last five years

SDL plc

Sepura Limited

TMF Group Limited

TMF Treasury Limited

TMF Orange Holding B.V.

TMF Yonetim Hizmetleri Limited Sirketi

TMF Luxembourg S.A.

TMF Group HoldCo B.V.

TMF Group Holding B.V.

TMF Group B.V.

TMF Poland B.V.

TMF North America B.V.

TMF Group Invest Two B.V.

TMF Czech a.s.

TMF Luxembourg Holding S.A.

Frances Earl, aged 59, holds or has held directorships in the five years preceding her appointment at RWS as follows:

Current Directorships

None

Past Directorships held within the last five years

None

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