Company Number 824821
Copy of all resolutions passed by TRAVIS PERKINS PLC (the "Company"), other than resolutions concerning ordinary business, at an annual general meeting
At a general meeting of the Company duly convened and held at Crowne Plaza Hotel 1 Kings Cross Road London WC1 9HX on Wednesday 14 May 2025, in addition to resolutions concerning ordinary business, the following resolutions were duly passed as ordinary and special resolutions of the Company respectively:
ORDINARY RESOLUTIONS:
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- To approve the Directors' remuneration report (excluding the Directors' Remuneration Policy) which is set out on pages 97 to 117 of the Annual Report and Accounts for the financial year ended 31 December 2024.
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- To receive and approve, for the purposes of the Companies Act 2006 (the "Act"), as amended from time to time and as in force at the date of the Company's 2025 AGM, an amendment to the Directors' Remuneration Policy approved at the 2024 AGM in relation to the replacement of the Restricted Share Plan with a Performance Share Plan to enable performance share awards to be granted in financial year ending 31 December 2025 and any subsequent financial years for the duration of such Performance Share Plan's life and to authorise the Directors of the Company to make payments under a Performance Share Plan in financial year ending 31 December 2025 and any subsequent financial years for the duration of such Performance Share Plan's life. The amended Directors' Remuneration Policy and details of payments which will be made under the amended Policy / Performance Share Plan is set out in Appendix 1 to this Notice.
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- To authorise the Audit Committee of the Board to fix the remuneration of the Company's auditor.
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- The Directors be 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 to convert any security into, shares in the Company:
- (a) up to an aggregate nominal amount of £7,937,297 (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph (b) of this Resolution 15 in excess of £7,937,297; and
- (b) comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to an aggregate nominal amount of £15,874,595 (such amount to be reduced by the aggregate nominal amount allotted or granted under paragraph (a) of this Resolution 15) in connection with a fully pre-emptive offer:
(i) to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and
(ii) to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,
but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange.
The authorities conferred on the Directors under paragraphs (a) and (b) of this Resolution 14 shall, unless renewed, varied or revoked by the Company expire at the end of the Company's next Annual General Meeting after this Resolution 14 is passed (or, if earlier, at the close of business in London on 15 July 2026) save that the Company may, before such expiry, make offers and enter into agreements which would or might require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted and the Directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of such offer or agreement notwithstanding that the authority conferred by this Resolution 14 has expired.
This Resolution 14 revokes and replaces all unexercised authorities previously granted to the Directors to allot shares or grant rights to subscribe for or convert securities into shares but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.
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- That the rules of the Travis Perkins Performance Share Plan in the form produced to the meeting and initialled by the Chair of the meeting for the purposes of identification, the principal terms of which are summarised in Appendix 2 to this Notice of Meeting, be and are hereby approved and the Directors of the Company be and are hereby authorised to adopt the Performance Share Plan and do all acts and things which they may, in their absolute discretion, consider necessary or expedient to give effect to the Performance Share Plan.
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- That the Directors of the Company be and are hereby authorised to adopt further schemes based on the Performance Share Plan 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 schemes are treated as counting against the limits on individual and overall participation in the Performance Share Plan.
SPECIAL RESOLUTIONS:
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- That, if Resolution 14 granting authority to allot shares is passed and in place of all existing powers to the extent unused, the Directors be authorised to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash under the authority conferred by Resolution 14 and/or to sell 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 or sale, such authority to be limited to:
- (a) the allotment of equity securities or sale of treasury shares in connection with an offer of securities (but in the case of the authority granted under paragraph (b) of Resolution 14 above by way of a fully pre-emptive offer only):
- (i) to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and
(ii) to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,
but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and
(b) the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) of this Resolution) to any person up to a nominal value of £2,381,189.
The authority granted by this resolution will expire at the end of the next Annual General Meeting of the Company (or, if earlier, at the close of business in London on 15 July 2026) save that the Company may, before such expiry make offers or agreements which would or might require equity securities to be allotted (or treasury shares to be sold) after the authority expires and the Directors may allot equity securities (or sell treasury shares) in pursuance of any such offer or agreement as if the authority had not expired.
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- That the Company be and is hereby generally and unconditionally authorised to make one or more market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 11.205105 pence each in the capital of the Company ("ordinary shares"), provided that:
- (a) the maximum aggregate number of ordinary shares authorised to be purchased is 21,250,933 (representing approximately 10% of the issued ordinary share capital of the Company as at 08 April 2025);
- (b) the minimum price (exclusive of expenses) which may be paid for an ordinary share is its nominal value of 11.205105 pence;
- (c) the maximum price (exclusive of expenses) which may be paid for an ordinary share is the higher of (i) 105% of the average of the 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 that ordinary share is contracted to be purchased; and (ii) an amount equal to the higher of the price of an ordinary share quoted for the last independent trade and the highest current independent bid for an ordinary share on the trading venues where the purchase is carried out;
- (d) this authority (unless previously renewed, varied or revoked by the Company in general meeting) expires at the conclusion of the next Annual General Meeting of the Company or until the close of business in London on 15 July 2026, whichever is the earlier; and
- (e) the Company may make a contract to purchase ordinary shares under this authority before the expiry of such authority, which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of ordinary shares pursuant to any such contract.
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- That a general meeting other than an Annual General Meeting may be called by notice of not less than 14 clear days.