HEADLAM GROUP PLC

AGM Information • May 21, 2021

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author: Atterbury, Karen
date: 2019-05-24 13:29:00+00:00

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Company No: 00460129

THE COMPANIES ACT 2006

HEADLAM GROUP PLC (THE ‘COMPANY’)

At the seventy third Annual General Meeting of Headlam Group plc held at the Company’s head office at Gorsey Lane, Coleshill, Birmingham, B46 1JU on Friday, 21 May 2021 at 10am the following resolutions were proposed and passed:

ORDINARY RESOLUTION

Resolution 10 – To Approve the extension of the rules of the Headlam Group Sharesave Scheme for a further ten years

“That the rules of the Headlam Group Sharesave Scheme ('Sharesave Scheme') produced in draft to this meeting and, for the purposes of identification, initialled by the Chairman of the meeting, be and are hereby extended for a further ten years and the Directors be authorised to:

make such modifications to the Sharesave Scheme as they may consider appropriate in order to qualify for tax-advantaged status under Schedule 3 to the Income Tax (Earnings and Pensions) Act 2003; and

(b) establish further plans based on the Sharesave Scheme but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against the limits on individual or overall participation in the Sharesave Scheme.”

SPECIAL RESOLUTIONS

Resolution 12 - Disapplication of pre-emption rights

“That, subject to the passing of resolution 11 in this Notice and in place of all existing powers to allot securities given to the Directors, the Directors be and are hereby generally empowered pursuant to section 570 and section 573 of the Companies Act 2006 (‘Act’) to allot equity securities (as defined in section 560 of the Act) for cash, pursuant to the authority conferred by resolution 11 in this Notice, as if section 561 of the Act did not apply to the allotment.

This power:

(a) expires (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the 2022 Annual General Meeting (or, if earlier, at the close of business on 21 June 2022), save that the Company may, before such expiry, make an 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 any such offer or agreement as if this power had not expired; and

(b) shall be limited to:

(i) the allotment of equity securities in connection with an issue to holders of ordinary shares of 5 pence in the capital of the Company in proportion (as nearly as may be practicable) to their existing holdings and to people who hold other equity securities, if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

(ii) the allotment of equity securities for cash otherwise than pursuant to paragraph (b)(i) of this resolution up to an aggregate nominal amount of £212,778.

This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Act as if, in the first paragraph of this resolution, the words ‘pursuant to the authority conferred by resolution 11 in this Notice’ were omitted.”

Resolution 13 – Authority to purchase own shares

“That the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (‘Act’) to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares in the capital of the Company, subject to the following conditions:

(a) the maximum number of ordinary shares which may be purchased is 8,511,120;

(b) the minimum price (exclusive of expenses) which may be paid for an ordinary share is 5 pence;

(c) the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of:

(i) an amount equal to 105% of the average of the middle market quotations of an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the share is contracted to be purchased; and

(ii) 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; and

(d) the authority conferred by this resolution shall expire at the conclusion of the 2022 Annual General Meeting or, if earlier, on 21 June 2022 (except in relation to the purchase of shares, the contract for which was made before the expiry of this authority and which might be concluded wholly or partly after such expiry).”

Resolution 14 – To Approve and Adopt the Draft Articles of Association

“To approve and adopt the draft articles of association in the form produced to the meeting and initialled by the Chair of the meeting for the purpose of identification as the articles of association of the Company in substitution for, and to the exclusion of all existing articles of association.”

Resolution 15 – Notice Period for General Meetings

“That the Company be and is hereby generally and unconditionally authorised to hold general meetings (other than Annual General Meetings) on not less than 14 clear days’ notice, provided that the authority shall expire at the conclusion of the 2022 AGM or 21 June 2022, whichever is the earlier.”

Karen Atterbury

Company Secretary

21 May 2021