TED BAKER PLC NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON 12 JUNE 2018 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to what action you should take, you are recommended to immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000 or, if you are taking advice outside of the United Kingdom, an appropriately authorised independent financial adviser. If you have sold or otherwise transferred all of your Ordinary Shares in Ted Baker Plc, please forward this document, together with its enclosures, as soon as possible to the purchaser or transferee or to the stockbroker, bank manager, or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. Your attention is drawn to Ted Baker s Annual Report and Accounts for the year ended 27 January 2018, a copy of which accompanies this document. TED BAKER PLC NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON 12 JUNE 2018 Notice of the Annual General Meeting of the Company to be held at The Ugly Brown Building, 6a St Pancras Way, London NW1 0TB on 12 June 2018 at a.m. is set out on pages 6 to 7 of this document. Whether or not you propose to attend the AGM, please complete and submit a proxy appointment in accordance with the Notes to the Notice of Annual General Meeting set out on pages 8 to 9. To be valid, the proxy appointment must be received at the address for delivery specified in the Notes by no later than a.m. on 8 June The appointment of a proxy will not preclude a member from attending and voting at the Annual General Meeting in person should he or she subsequently decide to do so.

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3 CONTENTS PAGE DEFINITIONS... 3 LETTER FROM THE CHAIRMAN... 4 NOTICE OF AGM... 6 EXPLANATORY NOTES TO THE RESOLUTIONS FORM OF PROXY KEY DATES ANNUAL REPORT AND ACCOUNTS AND NOTICE OF AGM POSTED TO SHAREHOLDERS...8 MAY 2018 LATEST TIME FOR RECEIPT OF PROXY APPOINTMENTS FOR AGM A.M. ON 8 JUNE 2018 AGM A.M. ON 12 JUNE 2018 DEFINITIONS The following definitions apply throughout this document, unless the context otherwise requires: AGM or Annual General Meeting the annual general meeting of the Company for 2018 convened for a.m. on 12 June 2018; Annual Report and Accounts the annual report and accounts of the Company for the year ended 27 January 2018, a copy of which accompanies this document; Company or Ted Baker Ted Baker Plc; Directors or Board the Directors of the Company; Ordinary Shares ordinary shares of 5 pence each in the capital of the Company carrying voting rights; Resolution or Resolutions a resolution or the resolutions set out in the Notice of AGM; Shareholder Directors Mr Raymond Kelvin CBE, Mr Lindsay Page, Mr David Bernstein CBE, Mr Ron Stewart and Mr Andrew Jennings; and Shareholders holders of Ordinary Shares. 3

4 LETTER FROM THE CHAIRMAN TED BAKER PLC (Registered in England No ) Directors: Registered Office: David Bernstein CBE (Non-Executive Chairman) Raymond Kelvin CBE (Founder & Chief Executive) Lindsay Page (Chief Operating Officer) Ron Stewart (Non-Executive Director) Andrew Jennings (Non-Executive Director) Jennifer Roebuck (Non-Executive Director) The Ugly Brown Building 6a St Pancras Way London NW1 0TB Dear Shareholder 8 May 2018 Introduction I am pleased to enclose the annual report and accounts of Ted Baker Plc for the year ended 27 January 2018, together with the Notice of the 2018 Annual General Meeting which will be held at The Ugly Brown Building, 6a St Pancras Way, London NW1 0TB on 12 June 2018 at 11.00a.m. The formal Notice convening the AGM is set out on page 6 of this document. Explanatory Notes on all the business to be considered at the AGM are set out on pages 10 to 13 of this document. I would draw your attention in particular to the following item: Final Dividend (Resolution 3) As announced by the Company on 22 March 2018, the Board is recommending the payment of a final dividend of 43.5 pence per share (2017: 38.8 pence per share), making a total for the year of 60.1 pence per share (2017: 53.6 pence per share), an increase of 12.1 per cent. on the previous year. Subject to your approval, the final dividend will be paid on 22 June 2018 to those Shareholders on the register as at the close of business on 18 May Action to be taken You can vote on the Resolutions by attending the AGM and voting in person, or by appointing a proxy to attend the AGM and vote on your behalf. You can appoint a proxy in three ways: 1. by completing and returning the form of proxy found at the end of this document; 2. if you are a CREST member, by submitting your proxy appointment electronically using the CREST electronic proxy appointment service; or 3. by submitting your proxy appointment securely online, via the website of the Company s registrar, Link Asset Services. 4

5 LETTER FROM THE CHAIRMAN TED BAKER PLC (Registered in England No ) Further details of how to appoint a proxy can be found in the Notes to the Notice of AGM on page 8. Irrespective of the method of appointment you choose, your proxy appointment should be received by Link Asset Services by no later than 11:00a.m. on 8 June 2018 in order to be valid. The appointment of a proxy will not stop you from attending the AGM and voting in person, should you so wish. Recommendations The Board considers all of the Resolutions to be in the best interests of the Company and its Shareholders. Accordingly, the Board unanimously recommends that Shareholders vote in favour of all Resolutions, as the Shareholder Directors propose to do in respect of their own aggregate beneficial holdings (save in respect of those Resolutions in which they are interested or otherwise not entitled to vote). Yours sincerely David Bernstein CBE Chairman 5

6 NOTICE OF ANNUAL GENERAL MEETING TED BAKER PLC (Registered in England No ) Notice is given that the Annual General Meeting of the Company will be held at The Ugly Brown Building, 6a St. Pancras Way, London NW1 0TB on 12 June 2018 at a.m. to consider the following resolutions. Resolutions 1 to 12 will be proposed as ordinary resolutions and Resolutions 13 to 15 will be proposed as special resolutions. 1. To receive the accounts of the Company and the reports of the Directors and Auditors for the financial year ended 27 January To approve the Remuneration Report of the Directors (excluding the Remuneration Policy) for the financial year ended 27 January To declare a final dividend of 43.5 pence per Ordinary Share. 12. THAT the Directors are generally and unconditionally authorised, in accordance with section 551 of the Companies Act 2006, to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or convert any security into such shares up to a maximum aggregate nominal amount of 741,241. This authority shall, unless renewed, varied or revoked by the Company, expire at the end of the next annual general meeting of the Company (or, if earlier, at the close of business on 31 July 2019), save that the Company may, before such expiry, make offers or agreements which would or might require shares to be allotted or rights to be granted after such expiry and the Directors may allot shares or grant rights in pursuance of any such offer or agreement as if the authority under this Resolution 12 had not expired. All authorities vested in the Directors on the date of this Notice of Annual General Meeting to allot shares and to grant rights that remain unexercised at the commencement of the meeting are revoked. 4. To re-elect Mr Raymond Kelvin CBE as a Director. 5. To re-elect Mr Lindsay Page as a Director. 6. To re-elect Mr David Bernstein CBE as a Director. 7. To re-elect Mr Ron Stewart as a Director. 8. To re-elect Mr Andrew Jennings as a Director. 9. To re-elect Ms Jennifer Roebuck as a Director. 10. To re-appoint KPMG LLP as Auditors. 11. To authorise the Audit Committee of the Directors to determine the remuneration of the Auditors. 13. THAT, subject to Resolution 12 set out in this Notice of Annual General Meeting being passed, the Directors are empowered pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities (as defined by section 560 of that Act) for cash, either pursuant to the authority conferred by Resolution 12 or by way of a sale of treasury shares, as if section 561(1) of that Act did not apply to any such allotment, provided that this power shall be limited to: (A) the allotment of equity securities in connection with rights issues, open offers or other pre-emptive offers in favour of holders of equity securities in proportion (as nearly as may be practicable) to their respective holdings or in accordance with the rights attaching thereto (but with such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with fractional entitlements, record dates or other legal or practical problems in or under the laws of, or any requirements of, any recognised regulatory body or stock exchange, in any territory or as regards shares held by an approved depository or in issue in uncertificated form or otherwise howsoever); and 6

7 NOTICE OF ANNUAL GENERAL MEETING (B) the allotment of equity securities (otherwise than pursuant to sub-paragraph (A) above) up to a maximum aggregate nominal amount of 111,186; such power shall expire on the revocation or expiry (unless renewed) of the authority conferred on the Directors by Resolution 12 in this Notice of Annual General Meeting, save that the Company may, before such expiry make any 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 by this Resolution had not expired. 14. THAT, subject to Resolution 12 set out in this Notice of Annual General Meeting being passed and in addition to the power contained in Resolution 13 set out in this Notice of Annual General Meeting, the Directors are empowered pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities (as defined by section 560 of that Act) for cash, either pursuant to the authority conferred on them by Resolution 12 in this Notice of Annual General Meeting or by way of a sale of treasury shares, as if section 561(1) of that Act did not apply to any such allotment, provided that this power is: (A) limited to the allotment of equity securities up to a maximum aggregate nominal amount of 111,186; and (B) used only for the purposes of financing (or refinancing, if the power is to be exercised within six months after the date of the original transaction) a transaction which the Directors determine 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 of Annual General Meeting; such power shall expire on the revocation or expiry (unless renewed) of the authority conferred on the Directors by Resolution 12 in this Notice of Annual General Meeting, save that the Company may, before such expiry make any 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 by this Resolution had not expired. 15. That a general meeting of the Company other than an annual general meeting may be called on not less than 14 clear days notice. By order of the Board: Charles Anderson Finance Director & Company Secretary 8 May 2018 Registered Office: The Ugly Brown Building, 6a St Pancras Way, London NW1 0TB LEI: HN14450OU4IL77 7

8 NOTES 1. The Company specifies that only those Shareholders registered in the register of members of the Company as at the close of business on 8 June 2018 shall be entitled to attend or vote at the AGM in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after that time will be disregarded in determining the rights of the person to attend or vote at the AGM. In accordance with LR ER of the Financial Conduct Authority s Listing Rules, Shareholders who are deemed to be controlling shareholders (as defined in the Listing Rules) as at the close of business on 8 June 2018 shall not be entitled to vote in respect of the separate approval of Resolutions 7 to A member who is entitled to attend and to vote at the AGM is entitled to appoint one or more proxies in respect of different shares held by him, as his proxy to attend and vote instead of him. A proxy need not be a member of the Company. 3. A form of proxy is enclosed with this Notice for use in connection with the business set out above. To be valid, the form of proxy and any power of attorney or other authority under which it is signed must be received by the Company s registrars, Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by no later than 11:00 a.m. on 8 June Alternatively, a member may appoint a proxy online by registering for a Share Portal account via the website of Link Asset Services, at To register for the Share Portal a member will need their Investor Code (IVC), which can be found on their share certificate or on any other recent Shareholder communication. Once registered, a member will be able to appoint a proxy online immediately. To be a valid proxy appointment, a member s electronic message confirming the details of the appointment must be transmitted. Shareholders who hold their shares in uncertificated form may also use the CREST voting service to appoint a proxy electronically as explained in note 11 below. Completion and return of a proxy form or submission of a proxy appointment electronically does not preclude a member from attending and voting at the AGM. Electronic proxy appointments should be received by Link Asset Services by no later than 11:00a.m. on 8 June 2018 in order to be valid. If you have any queries about voting or about your shareholding, please contact the Link Asset Services helpline on or, if you are calling from overseas, on +44 (0) Calls cost 12p per minute plus network extras. Lines are open from 9.00 a.m. to 5.30p.m. 4. 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. Any such representative should bring to the AGM written evidence of his appointment, such as a certified copy of a board resolution of, or letter from, the corporation concerned confirming the appointment. 5. Any member attending the AGM has the right to ask questions. The Company has to answer any questions raised by members at the AGM which relate to the business being dealt with at the meeting subject to some exceptions. 6. Voting on all Resolutions will be conducted by way of a poll rather than on a show of hands. The results of the poll will be released to the London Stock Exchange and published on the Company s website once the votes have been counted and verified. 7. Pursuant to a Shareholder s request made in accordance with section 527 of the Companies Act 2006, the Company may be required to publish on its website a statement setting out any matter that the members concerned propose to raise at the AGM relating to the audit of the Company s latest audited accounts. The Company cannot require the members making the request to pay its expenses in complying with the request. The Company must forward the statement to its auditors by the time it makes the statement available on the website. The business which may be dealt with at the AGM includes any such statement. 8. Except as provided above, members who wish to communicate with the Company in relation to the AGM should do so in writing to the Company Secretary at the Company s registered office address. No other method of communication will be accepted. In particular you may not use any electronic address provided either in this Notice of AGM or in any related documents to communicate with the Company for any purposes other than those expressly stated. 9. Copies of the Directors service contracts and letters of appointment are available for inspection at the registered office of the Company during normal business hours on any business day and will be available for inspection at the place where the AGM is being held from 15 minutes prior to and during the AGM. 10. A copy of this Notice, and other information required by section 311A of the Companies Act 2006, can be found at 8

9 NOTES 11. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members and those CREST members who have appointed voting service provider(s) should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction ) must be properly authenticated in accordance with Euroclear UK & Ireland Limited s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must in order to be valid, be transmitted so as to be received by Link Asset Services (ID RA 10) by no later than a.m. on 8 June No such message received through the CREST network after this time will be accepted. 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 Applications Host) from which the registrars are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a Nominated Person ) may, under an agreement between him/her and the Shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the Shareholder as to the exercise of voting rights. 13. The statement of the rights of Shareholders in relation to the appointment of proxies in note 2 above does not apply to Nominated Persons. The rights described in note 2 can only be exercised by Shareholders. 14. As at 20 April 2018, being the latest practicable date prior to the publication of this document, the Company s issued share capital consisted of 44,474,799 Ordinary Shares, carrying one vote each. The Company did not hold any shares in Treasury. Therefore the total voting rights in the Company as at 20 April 2018 were 44,474,799. 9

10 EXPLANATORY NOTES TO THE RESOLUTIONS RESOLUTION 1: ANNUAL REPORT AND ACCOUNTS The Directors of a public company are required to present the annual accounts, and the reports of the Directors and auditors, before a general meeting, giving Shareholders an opportunity to ask questions on their contents. In accordance with the UK Corporate Governance Code, the Company proposes a resolution on its annual report and accounts for the financial year ended 27 January RESOLUTION 2: DIRECTORS REMUNERATION REPORT The Company proposes an ordinary resolution to approve the Directors Remuneration Report for the financial year ended 27 January The Remuneration Report is on pages 50 to 68 of the Annual Report and Accounts, but for the purposes of this Resolution does not include the part of the report containing the Directors Remuneration Policy which is set out on pages 52 to 59. The vote on this Resolution is advisory only and the Directors entitlement to remuneration is not conditional on it being passed. The Companies Act 2006 requires the Directors Remuneration Policy to be put to Shareholders for approval annually unless the approved policy remains unchanged, in which case it need only be put to Shareholders for approval at least once every three years. The Company is not proposing any changes to the Directors Remuneration Policy approved at the annual general meeting in RESOLUTION 3: FINAL DIVIDEND The Directors are recommending a final dividend of 43.5 pence per Ordinary Share. If the recommended final dividend is approved by Shareholders, it will be paid on 22 June 2018 to all Shareholders on the register of members as at the close of business on 18 May RESOLUTIONS 4 TO 9: RE-ELECTION OF DIRECTORS Procedure The Company s Articles of Association require a Director who has been appointed by the Board during the year to retire at the next annual general meeting following his or her appointment. Jennifer Roebuck was appointed as a Director on 29 September Consequently, she will retire from office at the AGM and intends to stand for re-election by the Shareholders. The Company s Articles of Association also require one third of eligible Directors to retire from office each year, and each Director must retire as a Director at least once every three years. Notwithstanding the provisions of the Company s Articles, the Board has decided that, in accordance with the UK Corporate Governance Code, all the Directors should retire from office at the AGM and each shall stand for re-election by the Shareholders. Further information relating to each of the Directors standing for re-election is set out below. Resolutions 7 to 9 relate specifically to the re-election of Directors that the Board has determined to be independent for the purposes of the UK Corporate Governance Code (the Independent Directors ). This year, the Company must, once again, comply with provisions of the UK Listing Rules (the Listing Rules ) relating to the re-election of Independent Directors of premium listed companies with a controlling Shareholder. For the purposes of the Listing Rules, Raymond Kelvin, Founder and Chief Executive of the Company, is considered to be a controlling shareholder of the Company. As at 20 April 2018 (being the latest practicable date prior to the publication of this document), Raymond Kelvin held 15,540,280 Ordinary Shares, representing approximately 34.94% of the Company s issued Ordinary Share capital. Accordingly, the re-election of the Independent Directors must be approved in each case by a majority vote of both (a) the Shareholders as a whole, and (b) the Company s independent Shareholders (being those Shareholders entitled to attend and vote other than Raymond Kelvin and Shareholders acting in concert with him) (the Independent Shareholders ). Resolutions 7 to 9 are therefore being proposed as ordinary resolutions which all Shareholders may vote on, but in addition the Company will separately count the number of votes cast by Independent Shareholders in favour of each Resolution (as a proportion of the total votes of Independent Shareholders cast on the Resolution) to determine whether the majority approval of Independent Shareholders as referred to above has been achieved. The Company will announce the results of Resolutions 7 to 9 on this basis as well as announcing the results of the Resolutions of all Shareholders. If the re-election of an Independent Director is not approved by majority vote of both the Shareholders and the Independent Shareholders, a further resolution to re-elect that Independent Director may be proposed to be approved by the Shareholders as a whole at a general meeting to be held 90 days after the AGM but within 120 days of the AGM. 10

11 EXPLANATORY NOTES TO THE RESOLUTIONST Relationships, transactions or arrangements As required by the Listing Rules, the Company confirms that there are no existing or previous relationships, transactions or arrangements between any of the Independent Directors and the Company, its Directors, Raymond Kelvin or any of his associates. Director Effectiveness The effectiveness of all Directors is assessed as part of the on-going Board evaluation process. The Directors, including the Independent Directors, possess a wide range of experience and expertise (described in more detail below) and the Company considers each of them to be effective and committed to their role, and highly values their contribution to the Board. The Board last undertook an externally facilitated evaluation of its effectiveness in During the current period, the Board undertook an informal evaluation of its own performance, its committees performance and the performance of its Directors, with continuing assessment undertaken throughout the year in review. Informal evaluations and assessments conducted by the Board and its committees covered a range of issues around Board and Committee membership, roles and responsibilities, and succession, and confirmed each Non-Executive Director s effectiveness and commitment to the role. RAYMOND STUART KELVIN, CBE CHIEF EXECUTIVE (62) ( CLOSEST MAN TO TED ) Ray, the founder of Ted Baker, has worked in the fashion industry for over 40 years. In 1973 he founded PC Clothing Limited, a supplier of womenswear to high street retailers. In 1987 Ray developed the Ted Baker brand and has been Chief Executive of Ted Baker since its launch in In the New Year Honours List of 2011 Ray was appointed Commander of the Order of the British Empire (CBE) for services to the fashion industry. Committee Membership: not applicable. LINDSAY DENNIS PAGE, MA, ACA CHIEF OPERATING OFFICER & GROUP FINANCE DIRECTOR (59) Lindsay joined Ted Baker as Finance Director in February He joined Binder Hamlyn in 1981, became a founder member of the corporate finance department in 1986 and a partner in Binder Hamlyn subsequently merged with Arthur Andersen in Lindsay was appointed as the Group s Chief Operating Officer in addition to his role as Group Finance Director on 8 July Director Independence In accordance with the UK Corporate Governance Code, the Board determines whether each of the Independent Directors is independent in character and judgement, taking into account any relationships or circumstances which are likely to affect, or could appear to affect, the Director s judgement. Each of the Independent Directors were considered independent on their appointment to the Board, and their independence is continually monitored. Director Selection Criteria The Nomination Committee is responsible for the selection and evaluation of Independent Directors, by reference to the Board s requirements. The Nomination Committee considers a shortlist of potential candidates in light of the balance of skills, experience, independence and knowledge of the Board, drawing prospective candidates from the Company s extensive network, and, where appropriate, external recruitment consultants. Committee Membership: not applicable. DAVID ALAN BERNSTEIN, CBE NON-EXECUTIVE CHAIRMAN (74) David is Chairman of the British Red Cross and also chairman of Autorama UK Ltd and Cogress Limited. Previously he was Managing Director of Manchester City Plc, the Football Association and Blacks Leisure Plc, he was also joint Managing Director of Pentland Group Plc. In the New Year Honours List of 2014, David was appointed Commander of the Order of the British Empire (CBE) for services to football. Committee Membership: David is Chairman of the Nomination Committee and a member of the Remuneration Committee. 11

12 EXPLANATORY NOTES TO THE RESOLUTIONS RON STEWART, FCIB NON-EXECUTIVE DIRECTOR (70) Ron was appointed as a Non-Executive Director on 25 February Ron spent all his 40 year banking career at The Royal Bank of Scotland Plc, retiring in 2003 as Deputy Managing Director of its Corporate Banking Department in London. He is Chairman of the PCC at St Andrew s Church in Oxshott, a Trustee of several local charities and a Governor of Reeds School and Chairman of Reeds School Enterprises in Surrey. Committee Membership: Ron is Chairman of the Audit Committee and a member of the Nomination and Remuneration Committees. Ron is the Senior Independent Director. ANDREW JENNINGS NON-EXECUTIVE DIRECTOR (69) Andrew was appointed as a Non-Executive Director on 1 February He has worked in the international retail industry for over 45 years at some of the world s most respected highend speciality and department stores. Previously he was Chief Executive Officer of the Karstadt Group in Germany and prior to this has held a number of senior executive positions at leading UK and international retailers including Saks Fifth Avenue in the USA; Holt Renfrew in Canada; Harrods and House of Fraser in the UK; and Brown Thomas in Ireland. Committee Membership: Andrew is a member of the Audit, Nomination and Remuneration Committees. Andrew is an Independent Director. With effect from 19 February 2018, Andrew is the Chairman of the Remuneration Committee. JENNIFER ROEBUCK NON-EXECUTIVE DIRECTOR (43) Jennifer was appointed as a Non-Executive Director on 29 September Jennifer is an experienced digital and e-commerce executive with a background in digital transformation and brand marketing, particularly in the lifestyle and clothing sector. Jennifer is the co-founder of REVL, the events app, and has wide experience working in the hospitality sector and also with technology led start-ups. Committee Membership: Jennifer is a member of the Audit Committee. Jennifer is an Independent Director. RESOLUTIONS 10 AND 11: APPOINTMENT AND REMUNERATION OF AUDITORS The Company is required to appoint auditors at each general meeting at which accounts are laid before the Shareholders. The Audit Committee has reviewed the effectiveness, performance, independence and objectivity of its external auditors, KPMG LLP and concluded that they were in all respects effective. Accordingly, the Audit Committee has recommended to the Board, and the Board now recommends to Shareholders, the re-appointment of KPMG LLP as the Company s auditors. The Audit Committee has confirmed to the Board that its recommendation is free from third party influence and that no restrictive contractual clauses have been imposed on the Company limiting the choice of auditors. Resolution 11 proposes that the Audit Committee is authorised to determine KPMG s remuneration. RESOLUTION 12: AUTHORITY TO ALLOT Resolution 12 will, if passed, provide the Directors with flexibility to issue shares within the limits prescribed by The Investment Association up until the Company s next annual general meeting. It will authorise the Directors to allot (or grant rights over) shares in the Company up to a maximum aggregate nominal value of 741,241 in the circumstances defined by the Resolution so as to enable them to respond to any appropriate opportunities that may arise. The amount represents approximately 33 per cent. of the total Ordinary Share capital in issue of the Company as at 20 April 2018 (being the latest practicable date prior to the publication of this document). The Company did not hold any shares in treasury as at that date. The Directors have no present intention to allot shares or grant rights pursuant to this authority, however the Board considers it prudent to maintain the flexibility that this authority provides. The authority will expire at the earlier of close of business on 31 July 2019 and the conclusion of the annual general meeting of the Company held in RESOLUTIONS 13 AND 14: DISAPPLICATION OF PRE-EMPTION RIGHTS Resolutions 13 and 14 are special resolutions which, if passed by Shareholders, will enable the Directors to allot shares in the Company, or to sell any shares out of treasury, for cash, without first offering those shares to existing Shareholders in proportion to their existing holdings. The proposed Resolutions essentially replicate the powers which were granted at last year s annual general meeting (and 12

13 EXPLANATORY NOTES TO THE RESOLUTIONST which will expire at the AGM). Such powers reflect the Statement of Principles published by The Pre-Emption Group in March 2015, which provides that a company may seek power to issue, on a non-pre-emptive basis for cash, shares in any one year representing: (i) no more than 5 per cent. of the company s issued ordinary share capital; and (ii) no more than an additional 5 per cent. of the company s issued ordinary share capital provided that such additional power is only used in connection with an acquisition or specified capital investment. Resolution 13 is to be proposed as a special Resolution. If this Resolution is passed by Shareholders, it will permit the Directors to allot Ordinary Shares for cash on a non pre-emptive basis both in connection with a rights issue or similar pre-emptive issue and, otherwise than in connection with any such issue, up to a maximum nominal amount of 111,186. This amount represents approximately 5 per cent. of the Company s issued Ordinary Share capital as at 20 April 2018 (being the latest practicable date prior to publication of this document). This Resolution will permit the Directors to allot Ordinary Shares for cash, up to the specified level, in any circumstances (whether or not in connection with an acquisition or specified capital investment). Resolution 14 is also to be proposed as a special Resolution. If this Resolution is passed by Shareholders, it will afford the Directors an additional power to allot Ordinary Shares for cash on a non pre-emptive basis up to a further maximum nominal amount of 111,186. This amount also represents approximately 5 per cent. of the Company s issued Ordinary Share capital as at 20 April The Directors shall use any power conferred by Resolution 14 only in connection with an acquisition or a specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding six month period and is disclosed in the announcement of the issue. The Directors confirm their intention to adhere to the provisions of the 2015 Statement of Principles regarding cumulative use of authorities within a rolling three-year period. Those provisions provide that equity securities should not be allotted for cash on a non pre-emptive basis (other than pursuant to a rights issue or pre-emptive offer) in excess of an amount equal to 7.5 per cent. of the total issued Ordinary Share capital of the Company in any rolling three-year period, without prior consultation with the Company s Shareholders. This limit excludes any equity securities issued pursuant to a specific disapplication of pre-emption rights and any equity securities issued pursuant to a general disapplication of preemption rights in connection with an acquisition or specified capital investment. RESOLUTION 15: NOTICE OF GENERAL MEETINGS The Company is currently able to call general meetings (other than annual general meetings) on at least 14 clear days notice and would like to preserve this ability. In order to do so, Shareholders must first approve the calling of meetings on at least 14 day s notice. Resolution 15 seeks such approval. The approval will be effective until the Company s next annual general meeting, when it is intended that a similar resolution will be proposed. The Company will not use the authority to call a general meeting on 14 days notice as a matter of routine, and only in circumstances where the flexibility is merited by the business of the meeting or where it would be to the advantage of the members as a whole and moreover where the proposals are not of a complexity that might require more time for consideration by members. The Company notes the notice period provision in the UK Corporate Governance Code which recommends at least 14 working days notice to be given for all general meetings (other than annual general meetings). Insofar as it is appropriate to do so, the Company intends to comply with this Code provision in the same way that it currently complies with the 20 working days provision applicable to annual general meetings. 13

14 NOTES TO FORM OF PROXY 1. To be effective a completed form of proxy and the power of attorney or other authority (if any) under which it is signed must be received at the office of the registrars of the Company (Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU) not later than 11:00 a.m. on 8 June 2018 (or, if the meeting is adjourned, not later than 48 hours, excluding non-working days, before the adjourned meeting). Completion and return of this form of proxy will not prevent you from attending and voting at the meeting in person, should you so wish. 2. The Chairman of the meeting has been inserted as willing to act as proxy for members unable to be present in person, but the form may be used for the appointment of any other person by deleting the words the Chairman of the meeting or and inserting the name and address of the person whom it is desired to appoint in the space provided. A proxy need not be a member. Where you appoint as your proxy someone other than the Chairman of the meeting, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish for a proxy to make any comments on your behalf at the meeting, you will need to appoint someone other than the Chairman of the meeting and give them the relevant instructions directly. 3. Any alteration to this form of proxy should be initialled. 4. If the appointor is a corporation this form of proxy must be executed under its common seal or signed on its behalf by any duly authorised officer or attorney of the company. 5. In the case of joint holders, the signature of the first named on the Register of Members will be accepted to the exclusion of the directions or votes of the other joint holder(s). 6. A Shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. To appoint more than one proxy, you may photocopy this form. Please indicate the proxy holder s name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. A failure to specify the number of shares each proxy appointment relates to or specifying a number in excess of those held by you may result in the appointment being invalid. 7. A Shareholder may, alternatively, appoint a proxy online by following the instructions for the electronic appointment of a proxy at www. signalshares.com. Further details are set out in the Notes to the Notice of AGM. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. Please refer to the Notes of the Notice of the meeting for further information on proxy appointments through CREST. 8. The Withheld option is provided to enable you to withhold on any particular resolution. However, it should be noted that Withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes For and Against a resolution. 14

15 Before completing this form, please read the Notice of Annual General Meeting, together with the Notes to this proxy form. As an alternative to completing this form, you may submit your proxy electronically using the Share Portal service at If not already registered for the Share Portal, you will need your Investor Code. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. TED BAKER PLC 2018 ANNUAL GENERAL MEETING FORM OF PROXY I/We... Of... being (a) member(s) of Ted Baker Plc APPOINT the Chairman of the meeting or (see note 2):... as my/our proxy to attend, speak and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at The Ugly Brown Building, 6a St Pancras Way, London NW1 0TB on 12 June 2018 at a.m. I/We also authorise my/our proxy to vote (or refrain from voting) as he or she thinks fit in relation to any other matter which is properly put before the meeting. Number of shares in relation to which my/our proxy to authorised to act (see note 6):... DATED...this day of Signature... Name in full (BLOCK CAPITALS) (see note 4)... Initials and surnames of joint holders (if any)... Name...Name... Name...Name... Please indicate with an X here if this proxy appointment is one of multiple appointments being made (see note 6)... Please indicate with an X in the space below how you wish your votes to be cast. On receipt of this form duly signed, but without specific directions and in respect of any other motion (including a motion to adjourn), the proxy will exercise his discretion as to how he votes and as to whether or not he abstains from voting. Resolutions 13 to 15 will be proposed as special resolutions. For Against Withheld Resolution 1 - To receive the report and accounts Resolution 2 - To approve the remuneration report Resolution 3 - To declare a final dividend Resolution 4 - To re-elect Raymond Kelvin CBE as a Director Resolution 5 - To re-elect Lindsay Page as a Director Resolution 6 - To re-elect David Bernstein CBE as a Director Resolution 7 - To re-elect Ron Stewart as a Director Resolution 8 - To re-elect Andrew Jennings as a Director Resolution 9 - To re-elect Jennifer Roebuck as a Director Resolution 10 - To appoint KPMG LLP as auditors Resolution 11 - To authorise the Audit Committee to determine the auditors' remuneration Resolution 12 - To authorise the Directors to allot shares and grant rights Resolution 13 - To disapply statutory pre-emption rights Resolution 14 - To disapply statutory pre-emption rights in respect of acquisitions and capital investments Resolution 15 - To hold general meetings on not less than 14 days' notice 15

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