International Distribution Services : 2024 Notice of AGM

Notice of

Annual General Meeting 2024

Wednesday 25 September 2024 at 11.00

Newbury Racecourse

Newbury

Berkshire

RG14 7NZ

and with facilities to attend and participate electronically

This document is important and requires your immediate attention

If you are in any doubt about the action you should take, you should immediately consult 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 an appropriately authorised financial adviser if you are in a territory outside the United Kingdom. If you have sold or otherwise transferred all of your ordinary shares in International Distribution Services plc, please forward this document and any accompanying documents (except any personalised form of proxy, if applicable) 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.

Chair's letter

Keith Williams

Non-Executive Chair

Dear Shareholder,

I am pleased to write to you with the details of the 2024 Annual General Meeting (the AGM) of International Distribution Services plc (the Company) which will be held at Newbury Racecourse, Newbury, Berkshire, RG14 7NZ on Wednesday 25 September 2024 at 11.00 with facilities to attend and participate electronically. The Notice of AGM (the Notice) is set out on pages 5 and 6 of this document and contains the proposed resolutions on which you are invited to vote. An explanation of each of the resolutions is set out on pages 7 to 9 and a number of specific matters to which to draw your attention have also been highlighted below.

AGM arrangements and attendance

This year we are once again holding our AGM as a hybrid meeting. This means that shareholders have the option to participate either by coming to the meeting in Newbury or by attending electronically online. The Board recognises the benefits of offering a hybrid meeting to maximise shareholder engagement for those shareholders unable to attend in person, as well as the environmental benefits that such a meeting offers in reducing the AGM's carbon footprint. Shareholders attending electronically will be able to see and hear the Directors, ask questions and vote in real time. Instructions on how to join the meeting electronically are set out on page 14 of this document.

Appointing a proxy

Your vote is important to us. If you are unable to attend the AGM and you would like to vote, you can appoint a proxy to attend and vote on your behalf by:

• Completing and returning the enclosed proxy form; or
• Logging on to www.shareview.co.uk and submitting your proxy appointment electronically; or
• If you are a CREST member, submitting a proxy appointment electronically via the CREST voting service; or
• If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform.

Irrespective of whether or not you plan to attend the AGM, you are strongly encouraged to appoint the Chair of the AGM as your proxy. This is to ensure that your vote is counted if you are (or any person you might otherwise appoint is) unable to attend on the day, whether electronically or in person. Details of how to appoint a proxy are set out in the Notes to the Notice on pages 10 and 11.

To be valid, your proxy appointment must be received by Equiniti by no later than 11.00 on Monday 23 September 2024.

If your shares are held in the International Distribution Services Nominee Share Service, you may exercise your voting rights in respect of those shares by completing and returning your form of instruction to Equiniti or by submitting your voting instructions via www.shareview.co.uk, in either case so as to be received no later than 17.00 on Friday 20 September 2024. Further details can be found in the Notes to the Notice on page 11.

Re-appointment of Directors

This year has been one of transition for the Board. After a period of instability within Royal Mail and the departure of Simon Thompson as its Chief Executive Officer, the Board felt it was the right time to bring Royal Mail and GLS together under the stewardship of

a Group Chief Executive Officer. We were delighted to appoint Martin Seidenberg, former Chief Executive Officer of GLS and Executive Director, as Group Chief Executive Officer with effect from 1 August 2023.

In January 2024, we announced that Michael Snape had been appointed as Group Chief Financial Officer and Executive Director, taking over from Mick Jeavons. I would like to take this opportunity to thank Mick for the significant contribution he has made to the Board over the past few years and to Royal Mail in his 30-year career.

Lastly, in response to the findings of our 2021-22 Board evaluation we were pleased to welcome Ingrid Ebner as a Non-Executive Director and member of the Nomination Committee in June 2023. Ingrid was also appointed as a member of the ESG Committee in June 2024.

In accordance with the Company's Articles of Association, all of the Company's Directors will retire from office at the AGM and each intends to stand for re-appointment by shareholders.

1	International Distribution Services plc Notice of Annual General Meeting 2024

Shareholder engagement and Questions

We recognise that the AGM is a key forum for our shareholders to meet with Board members and be heard. Your participation is important to us. Shareholders attending the AGM on the day can ask questions during the course of the meeting. Details of how to ask questions if you choose to attend electronically can be found on page 14 of this document. Shareholders may also ask any questions on the business of the meeting in advance of the AGM by submitting them to [e-mail]. We will endeavour to answer those questions at the AGM.

Answers to common questions submitted in advance by email and a transcript of all questions asked and answers given during the course of the meeting will be published on our website at www.internationaldistributionservices.com as soon as practicable following the AGM.

Remuneration Policy and LTIP Rules

At the 2023 AGM, shareholders were invited to approve the Directors' Remuneration Policy. We were delighted that the Company received such a high level of support from shareholders for the Policy. The Remuneration Committee believes the Policy largely remains appropriate and continues to meet best practice. However, after consulting with a number of our key shareholders, we intend to seek shareholder approval at the AGM of an amended Policy under which the maximum normal LTIP award is increased from 150% to 200% of salary. We also intend to seek shareholder approval for amendments to the rules of the LTIP to ensure that maximum award level under the rules is consistent with the proposed amended Policy. The current intention is that this increased opportunity would only apply to the Group Chief Executive Officer. We believe that this change to the LTIP opportunity will provide a more appropriate incentive to successfully lead the Company through the current challenges and deliver on the opportunities available to both GLS and Royal Mail.

The details behind the proposed Policy change are set out in full in the Remuneration Committee Chair's letter (see pages 106

to 109 of the Annual Report and Financial Statements) 2023-2024 and the Policy section of the Directors' Remuneration Report (see pages 113 to 124). Further details on the proposed amendments to the LTIP rules are set out in the Explanatory Notes to Resolution 4 on page 7.

Final Dividend

As announced on 24 May 2024, the Board is recommending a final dividend of 2.0 pence per ordinary share in respect of the 53-week financial period ended 31 March 2024. Resolution 5 seeks shareholder approval of the final dividend. If approved, the final dividend will be paid on 30 September 2024 to all shareholders on the Company's Register of Members at

the close of business on 23 August 2024.

Potential Takeover

On 29 May 2024, the Board announced that it had reached agreement on the terms and conditions of a recommended cash offer by EP UK Bidco Limited for the entire issued ordinary share capital of the Company not already owned or controlled by VESA Equity Investment S.à r.l. As announced, it is expected that an offer document, containing further information about the proposed acquisition and specifying the actions to be taken by shareholders in respect of the offer, will be published in due course. An expected timetable of key events relating to the proposed acquisition will be set out in the offer document. Shareholders are encouraged to monitor the Company's regulatory news and website for any further developments in this regard.

Recommendation

Your Directors consider that all resolutions included in the Notice are in the best interests of the Company and its shareholders and unanimously recommend that you vote in favour of them, as they intend to do so in respect of their own beneficial holdings (save in respect of those resolutions in which they are interested).

I would like to take this opportunity to thank you on behalf of the Board for your continued support and look forward to seeing you at the AGM.

Yours sincerely,

Keith Williams Non-Executive Chair 21 June 2024

International Distribution Services plc Notice of Annual General Meeting 2024	2

Board of Directors

N R

Keith Williams

Independent Non-Executive Chair

Appointed to the Board

Non-Executive Director on 1 January 2018 Non-Executive Deputy Chair on 7 November 2018 Non-Executive Chair on 22 May 2019

Interim Executive Chair on 15 May 2020 Non-Executive Chair on 1 February 2021

Skills and experience

• Proven business leader with significant chair and board leadership experience. Keith spent 18 years at British Airways, including five years as CFO, three years as CEO and two years as Executive Chair, during which time he led the transformation of British Airways. Formerly a Non-Executive Director and Deputy Chairman of the John Lewis Partnership, a Non-Executive Director of Aviva plc and an Executive Board member and Chair of the Audit Committee at Transport for London.
• Extensive industrial relations, operational and customer service experience.
• Chartered accountant.

Significant external appointments

• Chair of Halfords Group plc
• Chair of Great British Railways Transition Team

Martin Seidenberg

Group Chief Executive Officer

Appointed to the Board

Executive Director on 1 April 2021

Group Chief Executive Officer on 1 August 2023

Skills and experience

• Significant international and logistics experience. Martin spent 15 years with Deutsche Post DHL in a variety of senior logistics, parcel-related and strategic roles including CEO of the DACH region at DHL Supply Chain.
• Deep knowledge of GLS, having joined in 2015 as Chairman of GLS Germany, becoming GLS CEO in June 2020.

Significant external appointments

- None

Michael Snape

Group Chief Financial Officer

Appointed to the Board

18 January 2024

Skills and experience

• Extensive turnaround experience and financial leadership gained in a number of leading international companies during their transformation.
• Michael was previously Chief Financial Officer (CFO) of Boots, part of Walgreens Boots Alliance. Prior to Boots Michael was International CFO for Tesco and his earlier career was spent with Waitrose, part of the John Lewis Partnership, and J Sainsbury plc.

Significant external appointments

- None

R E N

A N RE A R N

Maria da Cunha

Independent Non-Executive Director

Appointed to the Board

22 May 2019

Skills and experience

• Extensive experience in industrial relations, transformation programmes and employee engagement gained through her 18-year career at British Airways, where Maria was the Director of People, Legal and Government and Industry Affairs, and the Director of People and Legal. Maria was formerly a Non-Executive Director of De La Rue plc.
• Qualified solicitor with significant risk, compliance and legal knowledge, having held various positions with Hogan Lovells, Lloyd's of London and Law College of Europe.

Significant external appointments

• Panel Member of the Competition and Markets Authority

Michael Findlay

Independent Non-Executive Director

Appointed to the Board

22 May 2019

Skills and experience

• Extensive strategy, finance and M&A experience. Michael spent 27 years in investment banking at Robert Fleming & Co, UBS and most recently Bank of America Merrill Lynch, where he was Co-Head of Investment Banking and Corporate Broking for the UK and Ireland.
• Significant knowledge of the letters and parcel sector. He is a former Non-Executive Director of UK Mail Group plc, where he was also the Senior Independent Director, Chair of the Remuneration Committee and a member of the Audit Committee.

Significant external appointments

• Chair of Morgan Sindall Group plc
• Chair of London Stock Exchange plc (a subsidiary of London Stock Exchange Group plc)

Lynne Peacock

Independent Non-Executive Director

Appointed to the Board

1 November 2019

Skills and experience

• Significant board and executive experience, having served as the CEO of National Australia Bank Europe Limited (NAB) and the CEO of Woolwich plc. Lynne was formerly a Non-Executive Director at Standard Life Aberdeen plc, Scottish Water, Jardine Lloyd Thompson Group plc, Nationwide Building Society, TSB Banking Group plc and TSB Bank plc.
• Transactional experience gained through her involvement in Woolwich plc's IPO and FTSE 100 listing and its sale to Barclays, the disinvestment of NAB's Irish operations and the integration of Clydesdale and Yorkshire Banks.

Significant external appointments

• Senior Independent Director of Serco Group plc
• Non-ExecutiveDirector and Deputy Chair of Royal London Group

3

International Distribution Services plc Notice of Annual General Meeting 2024

A E NE N

A N

Baroness Hogg

Senior Independent Non-Executive Director

Appointed to the Board

1 October 2019

Skills and experience

• Extensive board and governance experience, having served as Chair of 3i Group plc and as a Non-Executive Director of several companies, including BG Group and GKN plc. Baroness Hogg won the Sunday Times Lifetime Achievement Award for Non-Executive Directors in 2017.
• Significant political and regulatory experience through her former roles as Lead Independent Non-Executive Director of HM Treasury, Chair of the Financial Reporting Council and Head of the Prime Minister's Policy Unit under John Major. She was granted a life peerage in 1995 and sits in the House of Lords as a crossbencher.

Significant external appointments

- None

Shashi Verma

Independent Non-Executive Director

Appointed to the Board

29 September 2021

Skills and experience

• Proven business leader with extensive experience in developing innovative technology. Shashi is the Director of Strategy and Chief Technology Officer at Transport for London (TfL), a role in which he is responsible for the operation of TfL's revenue collection system. He also led the development and implementation of contactless payments on TfL's systems.
• Significant customer service experience gained through his responsibility for integrating TfL's customer-facing activities and for running its customer service operations.

Significant external appointments

- None

Jourik Hooghe

Independent Non-Executive Director

Appointed to the Board

1 June 2022

Skills and experience

• Extensive financial, accounting, operations and strategy experience in consumer goods and retail businesses. Jourik is Chief Financial Officer of Swissport International AG, and his responsibilities cover group finance, including controlling, accounting, M&A, IR, tax, procurement, fleet and ESG.
• Jourik was previously Executive Vice President and Group Chief Financial Officer of Wizz Air Holdings plc. Prior to that he spent 18 years at Procter & Gamble in various finance roles, including Head of Global Strategy and Regional CFO, in businesses across Europe, India, China, the Middle East and Africa. Jourik also spent time at Adecco Group, where he transformed the finance and accounting function into a data and technology-driven organisation.

Significant external appointments

- None

N E

Ingrid Ebner

Independent Non-Executive Director

Designated Non-Executive Director for engagement with the workforce

Appointed

28 June 2023

Skills and experience

• Extensive logistics and supply chain experience, including the optimising and automation of systems, and more recently oversaw the development of a global contract logistics capability and led the design and implementation of a global organisation structure. Ingrid is Vice President, Global Fulfilled by Maersk Standards and Regional Delivery IMEA & LAM of A.P Moller-Maersk, and reports to the Executive Committee.
• Previously, Ingrid spent 21 years at Amazon within their divisions across Europe, in various supply chain roles including Director of Supply Chain Operations Continental Europe where she was responsible for building the AMXL end-to-end operations organisation.

Significant external appointments

- None

Mark Amsden

Group General Counsel

and Company Secretary

Appointed

1 May 2019

Skills and experience

• Significant legal and company secretarial experience. Mark was the former General Counsel and Company Secretary of Wm Morrison Supermarkets plc and the interim Company Secretary of Yorkshire Water. Formerly a partner at Addleshaw Goddard LLP, where he specialised in corporate litigation and headed up the national IT litigation practice.
• Data and technological experience. Mark helped oversee Morrisons' move online with Ocado and then Amazon, and dealt with the response to Morrisons' employee data theft in 2014.

Significant external appointments

- None

Committee membership key:

1. Audit and Risk

1. ESG

1. Nomination

1. Remuneration

Committee Chair

International Distribution Services plc Notice of Annual General Meeting 2024

4

Notice of Meeting

Notice is hereby given that the 2024 Annual General Meeting of International Distribution Services plc (the Company) will be held at Newbury Racecourse, Newbury, Berkshire, RG14 7NZ (and with facilities to attend and participate electronically as set out on page 14) on Wednesday 25 September 2024 at 11.00 to consider and, if thought fit, pass the resolutions set out below. Resolutions 1 to 19 (inclusive) will be proposed as ordinary resolutions and resolutions 20 to 23 (inclusive) will be proposed as special resolutions.

Report and Financial Statements

1. To receive the Company's audited accounts for the 53-week financial period ended 31 March 2024, together with the Strategic Report, Directors' Report and Auditor's Report on those accounts.

Remuneration

1. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the 53-week financial period ended 31 March 2024.
2. To approve the Directors' Remuneration Policy, as contained in the Directors' Remuneration Report for the 53-week financial period ended 31 March 2024.
3. To approve the amendments to the rules of the International Distribution Services plc Long Term Incentive Plan, in the form produced to the meeting and initialled by the Chair of the meeting for the purpose of identification (a summary of which is set out in the Explanatory Notes to this Notice).

Final Dividend

5. To declare a one-off final dividend of 2.0 pence per ordinary share for the 53-week financial period ended 31 March 2024.

Directors

1. To re-appoint Keith Williams as a Director of the Company.
2. To re-appoint Martin Seidenberg as a Director of the Company.
3. To re-appoint Michael Snape as a Director of the Company.
4. To re-appoint Baroness Hogg as a Director of the Company.
5. To re-appoint Maria da Cunha as a Director of the Company.
6. To re-appoint Michael Findlay as a Director of the Company.
7. To re-appoint Lynne Peacock as a Director of the Company.
8. To re-appoint Shashi Verma as a Director of the Company.
9. To re-appoint Jourik Hooghe as a Director of the Company.
10. To re-appoint Ingrid Ebner as a Director of the Company.

Auditor

1. To re-appoint KPMG LLP as auditor of the Company.
2. To authorise the Company's Audit and Risk Committee to determine the remuneration of the auditor.

Political donations and expenditure

18. That, in accordance with sections 366 and 367 of the Companies Act 2006, the Company and any company which is a subsidiary of the Company at any time during the period for which this resolution has effect, is authorised to:

1. make donations to political parties and/or independent election candidates not exceeding £50,000 in total;
2. make political donations to political organisations, other than political parties, not exceeding £50,000 in total; and
3. incur political expenditure not exceeding £50,000 in total,

provided that the aggregate amount of any such donations and expenditure shall not exceed £50,000 during the period beginning with the date of the passing of this resolution and ending at the conclusion of the Company's annual general meeting to be held in 2025 or at the close of business on 30 September 2025, whichever is sooner.

Any such amount may comprise sums paid or incurred in

one or more currencies. Any sum paid or incurred in a currency other than Sterling shall be converted into Sterling at such rate as the Directors may decide is appropriate.

Words and expressions defined for the purpose of the Companies Act 2006 shall have the same meaning in this resolution.

Directors' authority to allot shares

19. That the Directors are generally and unconditionally authorised pursuant to and 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 to convert any security into shares in the Company:

1. up to a maximum aggregate nominal amount of £3,194,312 (such amount to be reduced by the aggregate nominal amount of any allotments or grants made under paragraph
2. 1. below in excess of £3,194,312); and
3. comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to a maximum aggregate nominal amount of £6,388,623 (such amount to be reduced by the aggregate nominal amount of any allotments or grants made under paragraph (a) above) in connection with a fully pre-emptive offer:
4. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

1. to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory, or practical problems in, or under the laws of, any territory or any other matter.

The authority conferred on the Directors under this resolution will expire at the conclusion of the Company's annual general meeting to be held in 2025 or at the close of business on

30 September 2025, whichever is sooner (unless previously renewed, varied or revoked by the Company at a general meeting), save that the Company shall be entitled to make offers or enter into agreements before such expiry that 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 conferred by this resolution had not expired.

Special Resolutions

General disapplication of pre-emption rights

20. That, subject to the passing of Resolution 19, the Directors are empowered pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section

5	International Distribution Services plc Notice of Annual General Meeting 2024

561 of the Companies Act 2006 did not apply to any such allotment and/or sale, provided that such power is limited to:

1. the allotment of equity securities and/or sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Resolution 19 above, by way of a fully pre-emptive offer):
2. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

1. the allotment of equity securities and/or sale of treasury shares for cash (otherwise than under paragraph (a) of this Resolution 20) up to a maximum aggregate nominal amount of £958,293; and
2. the allotment of equity securities and/or sale of treasury shares for cash (otherwise than under paragraph (a) or paragraph (b) of this Resolution 20) up to a maximum aggregate nominal amount equal to 20 per cent. of any allotment of equity securities and/or sale of treasury shares from time to time under paragraph (b) of this Resolution 20, such power to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice.

This power will expire on the revocation or expiry (unless renewed) of the authority conferred on the Directors by Resolution 19, save that, before the expiry of this power, the Company may make offers or enter into agreements which would or might require securities to be allotted and/or treasury shares to be sold after such expiry, and the Directors may allot securities and/or sell treasury shares in pursuance of any such offer or agreement as if the power conferred by this resolution had not expired.

Additional disapplication of pre-emption rights

21. That, subject to the passing of Resolution 19, the Directors are empowered pursuant to sections 570 and 573 of the Companies Act 2006, in addition to any power conferred under Resolution 20, to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash under the authority given by Resolution 19 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment and/or sale, provided that such power is limited to:

1. the allotment of equity securities and/or sale of treasury shares for cash up to a maximum aggregate nominal amount of £958,293, such power to be used only for the purposes of financing (or refinancing, if the power is to be used within 12 months after the original transaction) a transaction which the Directors determine to be either an acquisition or a specified 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; and

1. the allotment of equity securities and/or sale of treasury shares for cash (otherwise than under paragraph (a) of this Resolution 21) up to a maximum aggregate nominal amount equal to 20 per cent. of any allotment of equity securities and/or sale of treasury shares from time to time

under paragraph (a) of this Resolution 21, such power to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice.

This power will expire on the revocation or expiry (unless renewed) of the authority conferred on the Directors by Resolution 19, save that, before the expiry of this power, the Company may make offers or enter into agreements which would or might require securities to be allotted and/or treasury shares to be sold after such expiry, and the Directors may allot securities and/or sell treasury shares in pursuance of any such offer or agreement as if the power conferred by this resolution had not expired.

Authority to purchase own shares

22. That the Company is generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 to make market purchases (as defined in section 693(4) of the Companies Act 2006) of its ordinary shares on such terms and in such manner as the Directors may determine, provided that:

1. the maximum number of ordinary shares which may be purchased is 95,829,300;
2. the minimum price (exclusive of any expenses) which may be paid for each ordinary share is its nominal value;
3. the maximum price (exclusive of any expenses) which may be paid for each ordinary share shall not be more than the higher of:
4. 1. an amount equal to 105% of the average middle market quotations for an ordinary share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which the ordinary share is purchased; and
   2. an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System.

This authority will expire at the conclusion of the Company's annual general meeting to be held in 2025 or at the close of business on 30 September 2025, whichever is sooner (unless previously renewed, varied or revoked by the Company at a general meeting) but, during this period the Company may enter into a contract to purchase ordinary shares which would or might be completed or executed wholly or partly after the authority conferred by this resolution expires, and the Company may purchase ordinary shares pursuant to any such contract as if the authority had not expired.

Notice period for general meetings, other than annual general meetings

23. 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

Mark Amsden

Group General Counsel and Company Secretary 21 June 2024

Registered Office: 185 Farringdon Road, London, EC1A 1AA Registered in England and Wales No. 08680755

International Distribution Services plc Notice of Annual General Meeting 2024	6

Explanatory notes to the proposed resolutions

Resolution 1 - Receipt of the Report and Financial Statements The Directors are required to present to the general meeting the Company's audited accounts for the 53-week financial period ended 31 March 2024, together with the Strategic Report, Directors' Report and Auditor's Report on those accounts. In accordance with best practice, the Company proposes an ordinary resolution to receive those documents which are available on the Company's website at www.internationaldistributionservices.com/investors/ annual-reports.

Resolution 2 - Approval of the Directors' Remuneration Report Section 439 of the Companies Act 2006 requires that the Directors' Remuneration Report is put to a vote of shareholders at the AGM. Accordingly, shareholders are invited to approve the report which is set out on pages 106 to 138 of the Annual Report and Financial Statements 2023-2024. For the purposes of Resolution 2, the Directors' Remuneration Report does not include the part of the report containing the Directors' Remuneration Policy which is, this year, the subject of a separate vote at Resolution

3. The vote on Resolution 2 is advisory and the Directors' entitlement to receive remuneration is not conditional on it being passed.

Resolution 3 - Approval of the Directors' Remuneration Policy Section 439A of the Act requires the Directors' Remuneration Policy to be put to shareholders for a binding vote at least every three years unless there is a change in the approved policy within that three-year period. The current Directors' Remuneration Policy was last approved by shareholders at the annual general meeting held in 2023, however at the 2024 AGM the Company intends to seek shareholder approval for an amended Policy under which the maximum normal LTIP award is increased from 150% to 200% of salary. The current intention is that this increased opportunity would only apply to the Group CEO. The Board believes that this change to the LTIP opportunity will provide a more appropriate incentive to successfully lead the Company through the current challenges and deliver on the opportunities available to both GLS and Royal Mail.

Details of the proposed Policy change are set out in full in the Remuneration Committee Chair's letter (see pages 106 to 109 of the Annual Report and Financial Statements 2023-2024) and the Policy section of the Directors' Remuneration Report (see pages 113 to 124).

Accordingly, Resolution 3 seeks shareholder approval of the Company's proposed new Policy, which is set out on the pages indicated above.

If approved, the new Policy will take effect at the conclusion of the AGM and will replace the existing Policy. Resolution 3 is subject to a binding shareholder vote and, if passed, will mean that the Company can only make payments to Directors in accordance with the approved Policy, unless an amendment to that policy authorising the Company to make such payments has been approved by a separate shareholder resolution. Subject to shareholder approval, the Policy will apply for up to three years. If Resolution 3 is not passed, the Company will, if and to the extent permitted by the Act, continue to make payments to its Directors in accordance with the Policy approved at the annual general meeting held in 2023.

Resolution 4 - Approval of amendments to the rules of the International Distribution Services plc Long Term Incentive Plan The rules of the International Distribution Services plc Long Term Incentive Plan ('LTIP') were approved by shareholders at the Annual General Meeting in 2016. The Company is now seeking approval for amendments to those rules to ensure that the LTIP is consistent with, and can be operated in accordance with, the new Directors' Remuneration Policy that is the subject of Resolution 3. In summary, those amendments are to increase the limit on the value of shares over which awards may be granted to an employee in any financial year to 200% of their salary.

Resolution 5 - Declaration of final dividend

The Board recommends a one-off final dividend of 2.0 pence per ordinary share for the 53-week financial period ended 31 March 2024. If approved by ordinary resolution of the shareholders, the final dividend will be paid on 30 September 2024 to all shareholders on the Company's Register of Members at the close of business on 23 August 2024.

Resolutions 6 to 15 - Re-appointment of Directors

The Company's Articles of Association require any Director who is in office on the date of the Company's notice of annual general meeting to retire at that meeting and such Director may offer himself or herself for re-appointment by the shareholders.

Accordingly, in line with the Articles and best practice, all Directors as at the date of this Notice will retire from office at the AGM and each intends to stand for re-appointment.

As announced on 18 January 2024, the Board appointed Michael Snape as Group Chief Financial Officer and Executive Director of the International Distribution Services plc Board. Michael will retire at the AGM and stand for re-appointment by shareholders for the first time.

To enable shareholders to make an informed decision on their re-appointment, the biographical details of all of the Company's Directors are set out on pages 3 and 4 of this document.

The Directors believe that the Board continues to maintain an appropriate balance of knowledge and skills and that all the Non- Executive Directors are independent in character and judgement. This follows a Board evaluation process, through which the Board was satisfied that each Director makes an effective and valuable contribution to the Board and demonstrates commitment to the role (including making sufficient time available for Board and Committee meetings and other duties as required). The Nomination Committee, which considers the balance of the Board and the mix of skills, knowledge and experience of its members, has considered and recommended to the Board the re-appointment of all of the Directors.

Resolutions 16 and 17 - Re-appointment and remuneration of auditor The Company is required to appoint an auditor at each general meeting at which accounts are laid before shareholders, to hold office until the end of the next such meeting.

The Company's Audit and Risk Committee has recommended to the Board the re-appointment of KPMG LLP and has confirmed that such recommendation is free from influence from a third party and that no contractual terms have been imposed on the Company restricting its choice of auditor.

Accordingly, the Board proposes KPMG LLP's re-appointment as the Company's auditor.

Resolution 17 seeks authority for the Company's Audit and Risk Committee to determine the remuneration of the auditor.

7	International Distribution Services plc Notice of Annual General Meeting 2024

Resolution 18 - Authority to make political donations and expenditure This resolution is to obtain the approval of the shareholders

to make donations to political parties, political organisations and independent election candidates, and to incur political expenditure, up to a maximum aggregate amount of £50,000.

Part 14 of the Companies Act 2006 restricts companies from making political donations to political parties, other political organisations and independent election candidates and from incurring political expenditure, unless authorised by shareholders in advance.

The Company's policy is that it does not make donations to, or incur expenditure on behalf of, political parties, other political organisations or independent election candidates. However, the Companies Act 2006 defines those terms very broadly, and as a result it is possible that normal business activities (such as sponsorship, subscriptions, payment of expenses, paid leave for employees fulfilling certain public duties, and support for bodies representing the business community in policy review or reform) could be caught. Such activities, which are in shareholders' interests for the Company to conduct, are not designed to support or imply support for a particular political party, other political organisation or independent election candidate.

The Company believes that the authority proposed under this resolution is necessary to ensure it does not inadvertently commit any technical breach that could arise from the uncertainty generated by the wide definitions contained within the Companies Act 2006 when carrying out activities in the furtherance of its legitimate business interests.

The authority, if granted, will expire at the conclusion of the Company's annual general meeting to be held in 2025 or at the close of business on 30 September 2025, whichever is sooner.

The Company did not make any political donations nor incur any political expenditure during the 53-week financial period ended 31 March 2024.

Resolution 19 - Authority to allot shares

The Directors currently have an authority to allot shares in the Company and to grant rights to subscribe for or convert any securities into shares in the Company. This authority is due to expire at the AGM. The Board is, therefore, seeking a new authority to enable them to allot shares and grant rights, within the limits prescribed by The Investment Association.

Paragraph (a) of this resolution seeks to authorise the Directors to allot ordinary shares and grant rights to subscribe for or convert other securities into shares up to a maximum aggregate nominal amount of £3,194,312 (representing 319,431,200 ordinary shares). This amount represented approximately one-third of the Company's issued ordinary share capital on 29 May 2024, the latest practicable date prior to the publication of this document.

Paragraph (b) of this resolution seeks to authorise the Directors to allot ordinary shares and grant rights to subscribe for or convert other securities into shares in connection with fully pre-emptive offers only (as permitted by the Investment Association Guidelines) in favour of ordinary shareholders up to a maximum aggregate nominal amount of £6,388,623 (representing 638,862,300 shares) as reduced by the nominal amount of any ordinary shares issued under paragraph (a) of this resolution. This amount (before any reduction) represented approximately two-thirds of the Company's issued share capital on 29 May 2024, the latest practicable date prior to the publication of this document.

The Directors have no present intention to allot new shares in the Company, except in connection with employee share schemes, however, the Board wishes to ensure that the Company has maximum flexibility in managing the Group's capital resources.

As at 29 May 2024, the latest practicable date prior to the publication of this document, no shares were held by the Company in treasury.

The authority sought under this resolution will expire at the conclusion of the Company's annual general meeting to be held in 2025 or at the close of business on 30 September 2025, whichever is sooner.

Special Resolutions

Resolutions 20 and 21 - Disapplication of pre-emption rights Resolutions 20 and 21 are special resolutions which, if passed by shareholders, will enable the Directors to allot equity securities (which means ordinary shares, or rights to subscribe for, or to convert securities into, ordinary shares) in the Company, and/or to sell any ordinary shares out of treasury, for cash, without first offering those equity securities or shares to existing shareholders in proportion to their existing holdings.

In November 2022, the Pre-Emption Group revised its Statement of Principles on the Disapplication of Pre-emption Rights. The revised Principles made a number of changes designed to improve capital raising processes for publicly traded companies by, among other matters, increasing the "routine" disapplication thresholds that the Group supports and introducing new supplemental disapplication thresholds.

The Principles provide that a company may seek from its shareholders power to issue, on a non-pre-emptive basis, shares for cash in any one year representing: (i) no more than 10% (previously 5%) of the company's issued ordinary share capital for use in any circumstances; and (ii) no more than an additional 10% (previously 5%) of the company's issued ordinary share capital provided that such additional power is only used in connection with either an acquisition or specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding 12 month period (previously 6 months) and is disclosed in the announcement of the issue.

The Principles also provide that, in both cases (i) and (ii) outlined above, a company may seek a further power to issue, on a non-pre-emptive basis, shares for cash representing no more than 2% of the company's issued ordinary share capital for the purposes of making a "follow-on" offer (being an offer of a kind contemplated by the Principles) to certain retail investors and existing shareholders.

International Distribution Services plc Notice of Annual General Meeting 2024	8

Explanatory notes to the proposed resolutions continued

The Directors have again carefully considered the increased and supplemental thresholds available under the revised Principles and have concluded that it continues to be in the best interests of the Company and its shareholders to seek both its customary disapplication power and its additional disapplication power for use in connection with either an acquisition or specified capital investment, in both cases up to the higher 10% thresholds permitted. As was the case last year, the Directors also intend to seek specific disapplication powers in connection with "follow-on" offers.

Accordingly, Resolution 20 is proposed as a special resolution. If passed, it will permit the Directors to allot ordinary shares (and/or sell ordinary shares out of treasury) 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 aggregate nominal amount of £958,293 (representing 95,829,300 ordinary shares). This amount represented approximately 10% of the Company's issued ordinary share capital as at 29 May 2024. This will permit the Directors to allot ordinary shares (and/or sell ordinary shares out of treasury) for cash on a non-pre-emptive basis, up to the specified level, in any circumstances. The resolution will also permit the Directors to allot ordinary shares (and/or sell ordinary shares out of treasury) for cash on a non-pre-emptive basis up to a maximum aggregate nominal amount equal 2% of the Company's issued ordinary share capital specifically for the purposes of making "follow-on" offers as contemplated by the Principles.

Resolution 21 is proposed as a separate special resolution in line with best practice. If passed, it will afford the Directors an additional power to allot ordinary shares (and/or sell ordinary shares out of treasury) for cash on a non-pre-emptive basis up to a further maximum aggregate nominal amount of £958,293 (representing 95,829,300 ordinary shares). This amount also represented approximately 10% of the Company's issued ordinary share capital as at 29 May 2024. The Directors shall use the power conferred by this resolution only in connection with either an acquisition or a specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding 12-month period and is disclosed in the announcement of the issue. This resolution will also permit the Directors to allot ordinary shares (and/or sell ordinary shares out of treasury) for cash on a non-pre-emptive basis up to a maximum aggregate nominal amount equal 2% of the Company's issued ordinary share capital specifically for the purposes of making "follow-on" offers as contemplated by the Principles.

The Directors have no present intention to exercise the powers sought under these resolutions, however, the Board wishes to ensure that the Company continues to have maximum flexibility in managing the Group's capital resources. The Directors confirm that, in exercising these powers, they will follow the shareholder protections and features set out in Part 2B of the Pre-Emption Group's revised Statement of Principles.

For the purposes of this explanatory note, the reference to the Company's issued ordinary share capital is to the issued ordinary share capital as at 29 May 2024, being the latest practicable date prior to the publication of this document.

Resolution 22 - Authority to purchase own shares

The Companies Act 2006 permits a company to purchase its own shares provided that the purchase has been authorised by the Company's shareholders at a general meeting.

This special resolution seeks to renew the Company's authority to purchase up to 95,829,300 ordinary shares, which was equivalent to approximately 10% of the Company's issued ordinary share capital as at 29 May 2024, the latest practicable date prior to the publication of this document. The Company's exercise of this authority is subject to the upper and lower limits on the price payable as set out in the resolution.

The Directors have no present intention of making own share purchases, but this authority would provide them with the flexibility to do so in the future if it would be in the best interests of the shareholders generally and could be expected to result in an increase in the earnings per share of the Company.

Shares purchased under this authority would be by means of a market purchase through the London Stock Exchange and may either be cancelled or held in treasury, depending on which course of action is considered by the Directors to be in the best interests of the shareholders at that time. Any treasury shares can in the future be cancelled, sold for cash or used to provide shares for the Company's employee share schemes. As at 29 May 2024, the last practicable date prior to the publication of this document, the Company did not hold any ordinary shares in treasury. As at the same date, the Company did not have any outstanding options to subscribe for shares.

Resolution 23 - Notice period for general meetings, other than annual general meetings

Under the Companies Act 2006, listed companies are required to call general meetings (other than an annual general meeting) on at least 21 clear days' notice unless the company:

1. has obtained shareholder approval for the holding of general meetings on not less than 14 clear days' notice by passing an appropriate resolution at its most recent annual general meeting; and
2. offers the facility for all shareholders to vote by electronic means.

This special resolution seeks a renewal of the authority granted at the annual general meeting held in 2023 to be able to call general meetings (other than annual general meetings) on not less than 14 clear days' notice.

The shorter notice period would not be used as a matter of routine for general meetings, but only where the flexibility is merited by time-sensitive matters and is thought to be to the advantage to shareholders as a whole.

The authority sought under this resolution will expire at the conclusion of the Company's annual general meeting to be held in 2025, when it is intended that a similar resolution will be proposed.

9	International Distribution Services plc Notice of Annual General Meeting 2024