BOOT (HENRY) PLC — Regulatory Filings 2011

May 27, 2011

THE COMPANIES ACT

COMPANY LIMITED BY SHARES

SPECIAL RESOLUTION

of

HENRY BOOT PLC

(Company Number 160996)

Passed on 27th May 2011

At the Annual General Meeting of Henry Boot PLC held at Baldwins Omega, Brincliffe Hill, Off Psalter Lane, Sheffield, S11 9DF on Friday 27th May 2011, the following Resolution was passed as a SPECIAL RESOLUTION of the Company:

RESOLUTION 11

That the draft Articles of Association produced to the meeting and signed by the Chairman of the meeting for identification purposes be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association of the Company (including all provisions of the Company’s Memorandum of Association which, by virtue of Section 28 of the Companies Act 2006, are treated as provisions of the existing Articles of Association of the Company).

JOHN T. SUTCLIFFE

Company Secretary