AGM Statement - update

19 July 2021

LEI: 2138005C7REHURGWHW31

River and Mercantile Group PLC (the 'Company')

Update of 2020 AGM voting result

At the Company's Annual General Meeting (AGM), held on 14 December 2020, all resolutions were successfully passed with the requisite majority. The Directors' Remuneration Policy (the 'Policy') and Value Transformation Plan ('VTP') were approved at the AGM with broad shareholder support of 62.2% of votes in favour and 63.1% of votes in favour respectively. However, in light of the votes of shareholders against the Policy and VTP, the Company announced that it would continue its dialogue with shareholders.

Having already extensively consulted with shareholders prior to the AGM, the views of major shareholders on the VTP are clearly understood and as such there has been no further shareholder consultation on this matter. The Company believes that the VTP remains the appropriate vehicle to remunerate the Executive Directors and is aligned with the Company's growth strategy.

Following the AGM, the Company has continued to communicate with its major shareholders, including those who voted against the Policy and VTP, on a range of matters. The Company will continue to engage with its shareholders on matters, including its remuneration arrangements, and a further update will be provided in the 2021 Annual Report.

Sally Buckmaster

Group Company Secretary

River and Mercantile Group PLC

For further information please contact:

River and Mercantile Group PLC +44 (0)20 3327 5100