Galliford Try Holdings PLC — AGM Information 2010

Oct 6, 2010

NOTICE IS HEREBY GIVEN that the forty-sixth Annual General Meeting of Galliford Try plc will be held at the offices of Royal Bank of Scotland, 3rd Floor Conference Centre, 250 Bishopsgate, London EC2M 4AA on Friday 5 November 2010 at 11.00 a.m. The business of the Meeting will be to consider and, if thought fit, to pass the following resolutions of which resolutions 1 to 7 are proposed as ordinary resolutions and resolutions 8 to 10 as special resolutions:

ORDINARY RESOLUTIONS

• To receive the directors' report and the audited accounts for the year to 30 June 2010 and the auditors' report on the accounts.
• $\mathcal{D}$ To approve the report on directors' remuneration for the year to 30 June 2010.
• To declare a final dividend of 9.2 pence per ordinary share. $\mathcal{R}$
• $4.$ To re-elect Greg Fitzgerald as a director of the Company.
• To re-appoint PricewaterhouseCoopers LLP as auditors 5. to the Company and to authorise the directors to set their remuneration.
• 1. To authorise the directors generally and unconditionally pursuant to section 551 of the Companies Act 2006 to exercise all 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 up to an aggregate nominal amount of £27,283,156 comprising:
• (a) an aggregate nominal amount of £13,641,578 (whether in connection with the same offer or issue as under (b) below or otherwise); and
• (b) an aggregate nominal amount of £13,641,578 in the form of equity securities (as defined in section 560(1) of the Companies Act 2006) in connection with an offer or issue by way of rights, open for acceptance for a period fixed by the directors, to holders of ordinary shares (other than the Company) on the register on any record date fixed by the directors in proportion (as nearly as may be) to the respective number of ordinary shares deemed to be held by them, subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever.

This authority shall expire (unless previously varied, revoked or renewed by the Company in general meeting) fifteen months after the date of the passing of this resolution or, if earlier, at the conclusion of the Annual General Meeting of the Company in 2011, except that the Company may before such expiry make an offer or agreement which would or might reguire shares to be allotted or such rights to be granted after such expiry and the directors may allot shares or grant such rights in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired.

To approve the proposed purchase of a property in Devon $7₁$ by a step-daughter of Greg Fitzgerald, a director of the

Company, from Midas Homes Limited (a wholly-owned subsidiary of the Company) for a purchase price of £305,204 for which part of the consideration shall comprise a property valued at £145,000 to be taken under the Company's part exchange scheme.

SPECIAL RESOLUTIONS

• To empower the directors pursuant to section 570 of the 8. Companies Act 2006 to allot equity securities (as defined in section 560(1) of that Act) for cash pursuant to the general authority conferred on them by resolution 6 above and/or to sell equity securities held as treasury shares for cash pursuant to section 727 of that Act, in each case as if section 561(1) of that Act did not apply to any such allotment or sale, provided that this power shall be limited to:
• (a) any such allotment and/or sale of equity securities in connection with an offer or issue by way of rights or other pre-emptive offer or issue, open for acceptance for a period fixed by the directors, to holders of ordinary shares (other than the Company) on the register on any record date fixed by the directors in proportion (as nearly as may be) to the respective number of ordinary shares deemed to be held by them, subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever: and
• (b) any such allotment and/or sale, otherwise than pursuant to sub-paragraph (a) above, of equity securities having, in the case of ordinary shares, an aggregate nominal amount or, in the case of other equity securities, giving the right to subscribe for or convert into ordinary shares having an aggregate nominal amount, not exceeding the sum of £2,046,237.

This authority shall expire, unless previously revoked or renewed by the Company in general meeting, at such time as the general authority conferred on the directors by resolution 6 above expires, except that the Company may at any time before such expiry make any offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.

• 1. That the Company be and is generally and unconditionally authorised to make market purchases (as defined in section 693(4) of the Companies Act 2006) of its ordinary shares of 50 pence each provided that in doing so it:
• (a) purchases no more than 8,184,947 ordinary shares of 50 pence each:
• (b) pays not less than 50 pence (excluding expenses) per ordinary share of 50 pence each;
• (c) pays a price per share that is not more (excluding expenses) per ordinary share than the higher of

(i) 5% above the average of the middle market quotations for the ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately before the day on which it purchases that share; and (ii) the price stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation (EC 2273/2003).

This authority shall expire eighteen months after the date of the passing of this resolution or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2011, except that the Company may, if it agrees to purchase ordinary shares under this authority before it expires, complete the purchase wholly or partly after this authority expires.

1. That a general meeting other than an annual general meeting, may be called on not less than 14 clear days' notice.

By order of the board

Richard Barraclough

Company Secretary 15 September 2010

Registered office: Cowley Business Park Cowley Uxbridge Middlesex UB8 2AL

Registered in England and Wales No. 836539

EXPLANATION OF RESOLUTIONS

Resolution 1 - Report and financial statements The directors are required by the Companies Act 2006 to present to the shareholders of the Company at a general meeting the reports of the directors and auditors, and the audited accounts of the Company, for the year ended 30 June 2010. The report of the directors and the audited accounts have been approved by the directors, and the report of the auditors has been approved by the auditors, and a copy of each of these documents may be found in the annual report and accounts, starting at page 42.

Resolution 2 - Remuneration report

The Companies Act 2006 requires the Company to seek shareholder approval for the Directors' Remuneration Report at the general meeting before which the Company's annual accounts are laid. The Directors' Remuneration Report is included in the annual report and accounts, starting at page 50. If shareholders vote against the report the directors will still be paid, but the Remuneration Committee will reconsider its policy.

Resolution 3 - Declaration of dividend

The directors are recommending a final dividend of 9.2 pence per ordinary share, payable on 12 November 2010 to holders on the register as at 8 October 2010. The final dividend will not be paid without shareholder approval and its amount may not exceed the amount recommended by the directors.

Resolution 4 - Election of director

The Company's articles of association require every director to be re-elected at least every three years, in line with the Combined Code on Corporate Governance requirements. Greg Fitzgerald was last re-elected in 2007 and consequently is standing for re-election this year.

The biographical details of the directors are on pages 40 and 41 of the annual report that accompanies this Notice. All the directors have had an annual performance appraisal to confirm their performance continues to be effective and demonstrates commitment to the role

Resolution 5 - Auditors

The Companies Act 2006 requires that auditors be appointed at each general meeting at which accounts are laid, to hold office until the next such meeting. This resolution seeks shareholder approval for the reappointment of PricewaterhouseCoopers LLP and permits the directors to determine the auditors' remuneration for the audit work to be carried out by them in the next financial vear.

Resolution 6 - Allotment of shares

The Companies Act 2006 provides that the directors may only allot shares if authorised by shareholders to do so. Resolution 6 will, if passed, authorise the directors to allot the Company's unissued shares up to a maximum nominal amount of £27,283,156, which represents an amount which is approximately equal to two-thirds of the issued ordinary share capital of the Company as at the date of this Notice. As at 15 September 2010, the Company did not hold any treasury shares.

As provided in paragraph (a) of the resolution, up to half of this authority (equal to one-third of the issued share capital of the Company) will enable directors to allot and issue new shares in whatever manner (subject to pre-emption rights) they see fit. Paragraph (b) of the resolution provides that the remainder of the authority (equal to a further one-third) may only be used in connection with a rights issue in favour of ordinary shareholders. As paragraph (a) imposes no restrictions on the way the authority may be exercised, it could be used in conjunction with paragraph (b) so as to enable the whole two-thirds authority to be used in connection with a rights issue. This accords with quidance issued by the Association of British Insurers.

The authority will expire at the earlier of the date that is fifteen months after the date of the passing of the resolution and the conclusion of the next annual general meeting of the Company.

Passing resolution 6 will ensure that the directors continue to have the flexibility to act in the best interests of shareholders, when opportunities arise, by issuing new shares. There are no current plans to issue new shares except in connection with employee share schemes.

Resolution 7 - Proposed sale of a property to a connected person of a director

Shareholders are being asked to approve a proposed purchase by a step-daughter of Greg Fitzgerald, a director of the Company, of a property situated in Devon being developed and sold by a joint venture in which a subsidiary of the Company, Midas Homes Limited, is a 50% shareholder. This resolution is required by section 190 of the Companies Act 2006 in order to permit Greg Fitzgerald's step-daughter to proceed with the proposed purchase. The property is to be purchased for her own residential use for a consideration of £305,204 taking a part exchange property as part of the consideration of £145,000. As she and her partner are also long-standing employees of the Company, a total discount of 7.5% has been allowed, taking into account the standard discount of 5% available to all employees purchasing a home from Midas Homes Limited. Subject to the discount, the directors have received written confirmation from independent valuers stating that the price payable for this property and the value attributed to the property being taken in part exchange under the Company's part exchange scheme represent fair market values.

Resolution 8 - Disapplication of statutory pre-emption rights

The Companies Act 2006 requires that, if the Company issues new shares for cash or sells any treasury shares, it must first offer them to existing shareholders in proportion to their current holdings. It is proposed that the directors be authorised to issue shares for cash and/or sell shares from treasury (if any are so held) up to an aggregate nominal amount of £2,046,237 (representing approximately 5% of the Company's issued share capital as at 15 September 2010) without offering them to shareholders first, and to modify statutory pre-emption rights to deal with legal, regulatory or practical problems that may arise on a rights or other pre-emptive offer or issue. If passed, this authority will expire at the same time as the authority to allot shares given pursuant to resolution 6. The directors do not intend to issue more than 7.5% of the issued share capital on a non-pre-emptive basis in any rolling three-year period.

Resolution 9 - Purchase of own shares

The resolution seeks to renew the Company's authority to purchase its own shares. It specifies the maximum number of shares which may be acquired as 10% of the Company's issued ordinary share capital, and specifies the minimum and maximum prices at which shares may be bought. The directors will only use this authority if, in the light of market conditions prevailing at the time, they believe that the effect of such purchases will be to increase earnings per share, and that taking into account other investment opportunities, purchases will be in the best interests of the shareholders generally. Any shares purchased in accordance with this authority will be held in treasury for future cancellation, sale for cash or transfer to an employee share scheme although they may be cancelled immediately on repurchase in the light of circumstances at the time. The directors have no present intention of exercising this authority, which will expire at the conclusion of the next annual general meeting. Under the Company's share option and restricted share schemes, at 15 September 2010, options and restricted share awards over a total of 1,806,870 ordinary shares in the Company (of which 310,189 shares are held by the Employee Share Trust), were outstanding representing 2.21% of issued share capital. This would represent 2.45% of issued share capital if the proposed authority to purchase the Company's shares were exercised in full.

Resolution 10 - Notice period for general meetings

Under rules introduced in August 2009 to implement the Shareholder Rights Directive, the Company must give at least 21 clear days' notice of any general meeting, but is permitted to call meetings other than the annual general meeting on at least 14 clear days' notice if it obtains annual shareholder approval. The Company must also offer, for any meeting held on less than 21 clear days' notice, a facility to vote by electronic means that is accessible to all members. The directors do not intend to call a meeting on less than 21 clear days' notice unless they consider it would be to the advantage of shareholders as a whole.

NOTES

• 1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. A proxy form which may be used to make such appointment and give proxy instructions accompanies this Notice.
• To be valid any proxy form or other instrument appointing a proxy must be either (a) deposited at the Company's registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6ZX so that it is received no later than 11.00 a.m. on 3 November 2010, (b) lodged using the CREST Proxy Voting Service - see paragraph 9 below, or (c) lodged electronically by visiting www.sharevote.co.uk - see paragraph 12 below.
• 1. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in paragraph 9 below) will not prevent a shareholder attending the Annual General Meeting and voting in person if he/she wishes to do so.
• 1. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
• 1. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 and 2 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.
• 1. To be entitled to attend and vote at the Annual General Meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company at 6.00 p.m. on 3 November 2010 (or, in the event of any adjournment, at 6.00 p.m. on the date which is two working days before the time of the adjourned meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 1. As at the date of this Notice the Company's issued share capital consists of 81,849,466 ordinary shares of 50 pence each, carrying one vote each. Therefore, the total voting rights in the Company as at the date of this Notice are 81,849,466.

• CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

• $\mathbf{Q}$ In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 7RA01) by 11.00 a.m. on 3 November 2010. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
• 1. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
• 1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.
• 1. Shareholders may, if they wish, register the appointment of a proxy electronically by visiting www.sharevote.co.uk. To use this service a shareholder will need his Reference Number, Card ID and Account Number printed on the accompanying proxy form. Full details of the procedure are given on the website at www.sharevote.co.uk.
• 1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its

behalf all of its powers as a member provided that they do not do so in relation to the same shares.

• 1. Under section 527 of the Companies Act 2006 members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditors' report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.
• 1. Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
• 1. A copy of this Notice, and other information required by section 311A of the Companies Act 2006, can be found at www.gallifordtry.co.uk.
• 1. Under section 338 and section 338A of the Companies Act 2006, members meeting the threshold requirements in those sections have the right to require the Company (i) to give, to members of the Company entitled to receive notice of the meeting, notice of a resolution which may properly be moved and is intended to be moved at the meeting and/or (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise), (b) it is defamatory of any person, or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than 23 September 2010, being the date six clear weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.
• 1. The service agreements of the executive directors and copies of the letters of appointment of the non-executive directors are available for inspection during normal business hours at the registered office of the Company and will be available for inspection for fifteen minutes prior to and during the Annual General Meeting.
• 1. Any electronic address, within the meaning of section 334 (4) of the Companies Act 2006, provided in this Notice, or any related documents including the proxy form, may not be used to communicate with the Company for any purpose other than those expressly stated.

www.gallifordtry.co.uk

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Galliford Try plc Notice of Annual General Meeting 2010