SPECIAL GENERAL MEETING OF THE RUGBY FOOTBALL UNION

This letter is to give notice that the 2026 Special General Meeting (SGM) of the Rugby Football Union (RFU) will be held at Allianz Stadium on Friday 24 April 2026 at 17:30.

The meeting will be held on a hybrid basis, so members can attend either in person or online. Member Clubs, Referee Societies, Constituent Bodies and National Representative Bodies can send a delegate (such as an official of the club etc.) to attend and vote, or appoint someone else who is already attending (such as the Chair of the meeting, or a Council Member) to vote on their behalf. Members are also able to cast their vote before the meeting. All details of how to attend and vote are set out below.

This letter sets out how to access information for the SGM, including the RFU ID Number and PIN for your Member Club, Society, or CB (specified at the top of this Notice) required to log in to the online SGM portal. Please note that there is one RFU ID Number and PIN for each Member Club, Referee Society, Constituent Body and National Representative Body, which is detailed on this letter to both the Honorary Secretary and Chair. It is important to keep this information safe, as you will need this to vote and for you or another member of the club to access the meeting if attending virtually.

1. SGM Documentation
The Special General Meeting is hosted by Lumi Global via the RFU SGM portal, where all meeting documentation can be found.

There is also a webpage dedicated to the 2026 SGM on the EnglandRugby.com website with relevant information for Members and the public.

2. Logging on to the RFU SGM portal
To log on to the RFU SGM portal, follow these steps:

1. Open the RFU SGM weblink
2. Enter your RFU ID Number: 32735
3. Enter your PIN: 2cjz4
4. For details about how to vote, click on the pre-voting icon on the left side of the platform.
5. The RFU SGM portal, and sections three and four of this letter below, contain fuller details of how to attend and vote.

3. Attending the meeting
Please log on to the RFU SGM portal as soon as possible to tell us whether you, or a representative, will be attending the SGM (either in-person or virtually). Further details regarding each attendance option are listed below.

Attending virtually

If you (or your representative) wish to attend the meeting virtually, the attendee will need to log onto the RFU SGM portal using the unique RFU ID Number and PIN set out above. The meeting will automatically start at 17:30 on Friday 24 April 2026, but it is recommended that you log in shortly before.

Please note that an active internet connection will be required to cast your vote successfully once the Chair of the meeting commences polling on the resolutions.

If you have any queries about attending the SGM virtually, please contact CoSec@RFU.com.

Attending in-person

If you (or your representative) wish to attend the meeting in person, you will need to log onto the RFU SGM portal using the unique RFU ID Number and PIN set out above and register that you wish to attend in person. It is kindly requested that you do this as soon as possible, to help us ensure that there is sufficient space and facilities for the meeting.

You will also need to have your RFU ID Number and PIN ready on arrival at the venue, to be ready to cast your vote when voting re-opens.

4. Voting
To give a greater opportunity for members to have their voice heard, there are now three ways for Members to cast their votes on the resolution being proposed at the SGM: voting in advance, appointing another person to vote for you, or voting during the meeting itself.

To vote in advance of the SGM (Pre-Voting)

If you know how you want to cast your vote, you can submit votes in advance. You can do this through the RFU SGM portal from 10:00 on Monday 23 March 2026 until pre-voting closes at 14:00 on Thursday 23 April 2026. Your vote instruction will then be formally submitted via the Chair at the meeting on Friday 24 April.

To appoint another person (a proxy) to vote on your behalf at the meeting

If you wish to appoint a proxy (e.g. Chair of the meeting, or a Council Member who will attend the meeting) to vote on behalf of your club, Constituent Body or referee society, you can do this in two ways:

1. By inputting the details of the individual who will act as your proxy on the RFU SGM portal. Further instructions are detailed on the RFU SGM portal. You can appoint a proxy using this method anytime between voting opening at 10:00 on Monday 23 March 2026 until 14:00 on Thursday 23 April 2026.
or
2. By emailing a Council Member to confirm that you wish for them to vote on your behalf and clearly stating whether you would like to vote for, against, to abstain or to give the Council Member the discretion to decide which way to cast your vote. Please note that the email should be sent from a club officer, e.g. Honorary Secretary or Chair role.

You can appoint a proxy using this method anytime between now until 14:00 on Thursday 23 April 2026.

Voting will then reopen when the meeting starts for those in attendance, and your vote will show on your nominated proxy’s account.

To vote during the meeting

If you (or another representative) are attending the SGM (either in-person or online), you will be able to vote during the meeting. It is important that you have the unique RFU ID and PIN ready at the start of the meeting, as you will need these to join the meeting if attending virtually, and to submit your vote if attending in-person.

Should you require further copies of any of the documents referred to in this letter, or any other assistance, please contact the Company Secretarial Team at CoSec@RFU.com.

Yours sincerely,
Bill Sweeney, Chief Executive Officer, Rugby Football Union


RESOLUTION PROPOSED BY THE RFU COUNCIL AND SUPPORTING RATIONALE

INTRODUCTION

This Resolution is proposed by the RFU Council who have requisitioned the special general meeting pursuant to Rule 9.1 of the RFU Rules. This resolution is also supported by the RFU Board of Directors.

This resolution relates to the proposed reform of the RFU’s organisational and decision-making structure following the RFU Council led Governance and Representation Review. Resolution 1 has been separated into two distinct elements, being the governance related aspects of the proposal, and the full representation related aspects of the proposal. Members will be asked to vote on both parts.

RESOLUTION
Members are asked to RESOLVE:

RESOLUTION 1A
That the reforms to the governance and aspects of the representation of the RFU set out in the Explanatory Note to this Resolution are implemented, meaning that the current Rules of the Rugby Football Union are replaced with the proposed Rules attached at Appendix 1 to this Notice, and to make such changes to the proposed Rules as are required by the Financial Conduct Authority on registration.

Please see the Explanatory Note to this Resolution below for details of which reforms will be implemented by Resolution 1A and which will be implemented by Resolution 1B.

AND

RESOLUTION 1B
That the additional reforms to representation on the new National Council set out in the Explanatory Note to this Resolution are also implemented, meaning that the current Rules of the Rugby Football Union are replaced with the proposed Rules attached at Appendix 2 to this Notice (which reflect all changes endorsed by the RFU Council), and to make such changes to the proposed Rules as are required by the Financial Conduct Authority on registration.

Please see the Explanatory Note to this Resolution below for which additional reforms will be implemented if Resolution 1B is passed.

Supporting rationale for resolutions proposed by the RFU Council who have requisitioned the meeting

Several changes to the Rules of the RFU are proposed by the RFU Council and supported by the Board of Directors.

In December 2023, the RFU Council launched its Governance and Representation Review to examine the RFU’s organisational and decision-making structure and to make proposals to better reflect and serve the modern rugby community – from grassroots clubs and volunteers to the elite level.

Widespread consultation has taken place since then and the review has culminated in a proposal to redesign the RFU governance structure into a modern framework that is fit for the contemporary game and best represents the membership in the policy-making and decision-making processes of the RFU now and in the future.

Changes to the Rules of the RFU are required to deliver this new framework.

Although the Resolution has been separated into two distinct elements, the adoption of both will provide the best opportunity for this reform to achieve its full potential and ensure that the RFU structure is fit for purpose and best represents the membership moving forwards.

Both resolutions are SPECIAL RESOLUTIONS which require at least a two-thirds majority of votes cast to be carried.

Explanatory Note for Resolution 1A

The effect of passing Resolution 1A would be to adopt in its entirety the governance proposals, and some but not all aspects of the representation proposals, as summarised below and set out in the SGM supporting documents, and to amend the RFU Rules to reflect this. In summary, the proposals are:

• Strengthened accountability through formal reporting by the RFU Board of Directors to Members, including a clear consultation policy and reporting as to decisions made.
• A more open process for recruitment to the RFU Board of Directors, the Community Game Board and other committees, with positions open to the wider game and beyond, allowing for a wider range of skills, knowledge and experience to join those bodies.
• An enhanced Community Game Board, with an independent chair, with clearer responsibilities for the community game budget, KPIs and operational oversight.
• Clearer, more structured pathways for Members’ voices, including feedback routes, agenda setting mechanisms, and national/local forums.
• Council becomes an advisory body (to be known as the National Council) with the right to be consulted ahead of the RFU Board of Directors, the Community Game Board and the Governance Stading Committee making material decisions in relation to certain issues, creating a clearer role for Council, with structured input before decisions are taken.
• The proposed Rules also contain modernisation of some governance processes, in particular to give more flexibility around voting at RFU General Meetings, and in the election processes for members of the new National Council, in order to reduce volunteer workload.

Members should note that this will also include the following representation proposals and entail changes to the composition of the new National Council, such that:

• The following would no longer be members of the new National Council: the Chair of the RFU Board of Directors, the Chief Executive, a Past President, “National Members” (being those elected under Rule 18.14 of the current Rules) and World Rugby Representatives (unless they are members of Council by virtue of holding another position). This would be on a phased basis with the Chair of the RFU Board of Directors, the Chief Executive and “National Members” ceasing to be members from 1 August 2026, and the Past President and World Rugby Representatives ceasing to be members from 1 August 2027.
• The following would now be members of the new National Council: National Youth Council Representative, an additional Women and Girls’ Representative, and a representative of Premier Women’s Rugby. Again, this would be on a phased basis with the National Youth Council and Premier Women’s Rugby Representatives being appointed from 1 August 2026, and the additional Women and Girls’ Representative being appointed from 1 August 2027.
• Co-opted members of the new National Council will be reduced in a sustainable manner as and when sufficient levels of diversity are reached on the new National Council.

Members should note that there would be no other changes to the composition of the National Council. These will be adopted only if Resolution 1B is passed.

Explanatory Note for Resolution 1B

The effect of passing Resolution 1B would be to adopt in its entirety the governance and representation proposals set out in the SGM supporting documents. In summary, in addition to the proposals covered by Resolution 1A, the additional representation reforms would include changes to the composition of elected representatives on the new National Council, as set out in the Explanatory Note on National Council in the SGM supporting documents.

This would be a phased reduction in the existing Council size from 62 to 44 representatives by 1 August 2029, retaining the principle of directly elected representatives of Members