THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

LEI: 213800G4W18GWKTR9X51

20 May 2022

Adjournment of Special General Meeting

Randall & Quilter Investment Holdings Ltd. (AIM:RQIH) (the "Company", and together with its subsidiary undertakings "R&Q"), announces that the Special General Meeting ("SGM") that was held earlier today, 20 May 2022, at 2.00 p.m. has been adjourned for a short period until 4.00 p.m. on 25 May 2022 and will be held in the same place as the SGM was convened, being 71 Fenchurch Street, Ground Floor, London EC3M 4BS.

The votes received so far by proxy indicate that the votes in relation to resolutions 1, 2 and 3 are close to the 75% threshold required to approve such resolutions, being in excess of 70% of those shares voted. Resolutions 4 and 5 have sufficient votes to pass. For the Acquisition and New Equity Funding to proceed Resolutions 1-5 need to be approved at the SGM.

As such, Resolution 6 was proposed to and passed by the meeting. The decision to adjourn the meeting was proposed so as to ensure shareholders have been given the time to consider the resolutions in the context of the current votes cast.

Forms of Proxy that have been submitted for the SGM will remain valid for the adjourned SGM and shareholders do not need to submit a new Form of Proxy unless they wish to change how their proxy should vote. However, shareholders may continue to submit Forms of Proxy and Forms of Instruction which should be completed and returned in accordance with the instructions on each form as follows:

·    Forms of Instruction and any instructions placed through CREST in relation to the SGM must be received by Computershare no later than 2.00 p.m. on 23 May 2022; and

·    Electronic and hard copy Forms of Proxy must be received by Computershare not later than 4.00 p.m. on 23 May 2022.

Forms of Proxy must be submitted in accordance with the instructions set out in the notice of meeting dated 27 April 2022.

William Spiegel, Executive Chairman of R&Q, said:

 "It was only following consultation with a significant majority of our shareholders, and careful consideration of their feedback, that the Board took the decision to proceed with recommending the offer and the $100m of new equity funding. Given the indication that a significant majority appear in favour of the proposed transaction, and our commitment to achieving a fair outcome for all our shareholders, we have decided to adjourn the meeting to enable us to engage with them further."

Capitalised terms used but not defined in this announcement have the meaning given to such terms in the circular sent to the Company's shareholders dated 27 April 2022.

-Ends-