Galliford Try Holdings PLC — Proxy Solicitation & Information Statement 2012

Oct 9, 2012

NOTICE OF ANNUAL GENERAL MEETING 2012

Gallifordfry plc

1. Under section 027 of the Companies Act 2008, 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 circumstances 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 427 of the Companies Act 2008. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 027 or 026 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 027 of the Companies Act 2008, 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 027 of the Companies Act 2008 to publish on a website.

2. 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 for question, or (c) if a undesirable in the interests of the Company or the good order of the meeting that the question be answered.

3. A copy of the Notice, and other information required by section 211A of the Companies Act 2008, can be found at www.galifordfry.co.uk.

4. Under section 338 and section 338A of the Companies Act 2008, 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 a 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 passes, be ineffective (whether by reason of inconsistency with any statement 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 30 September 2012, being the date as 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.

5. 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 in respect to the fifteen minutes prior to and during the Annual General Meeting.

6. Any electronic address, within the meaning of section 334(d) of the Companies Act 2006, provided in the 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.galifordfry.co.uk

NOTICE IS HEREBY GIVEN that the forty eighth Annual General Meeting of Galiford Try plc will be held at the offices of The Royal Bank of Scotland plc, 3rd Floor Conference Centre, 250 Bishopsgate, London, EC8M 4HK on Friday, 5 November 2012 at 11:30 a.m., The business of the Meeting will be its container and, if there are 8, to pass the following resolutions: Resolution 1 to 17 are proposed as ordinary resolutions, and Resolution 12 to 14 are proposed as special resolutions.

ORDRAFT RESOLUTIONS

1. To receive the director's report and the audited financial statements for the year to 30 June 2012, together with the auditors' report thereon.
2. To approve the director's remuneration report for the year to 30 June 2012.
3. To declare a final dividend of 21 pence per ordinary share.
4. To re-appoint the Court as a director of the Company.
5. To re-appoint Greg Fitzgerald as a director of the Company.
6. To re-appoint Andrew as a director of the Company.
7. To re-appoint Peter Rogers as a director of the Company.
8. To re-appoint Peter Rogers as a director of the Company.
9. To re-appoint Peter Wessensus Cooper's L2P as auditors to the Company.
10. To authorise the directors to determine the remuneration of the auditors.
11. To authorise the directors generally and unconditionally pursuant to section 001 of the Companies Act 2008 to exercise at powers of the Company to also 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 £57,280,136 comprising:
    (a) an aggregate nominal amount of £13,642,063 (whether in payment with the same offer or issue as under (b) below or otherwise), and
    (b) an aggregate nominal amount of £13,642,063 in the form of equity securities (within the meaning of section 08021) of the Companies Act 2008 in connection with an offer or issue by way of rights, open for acceptance for a partial fixed by the directors, to holders of ordinary shares (other than the Company) on the register or 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 director may deem necessary or expedient in relation to fractions/ settlements, 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 2013, except that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be derived (after such expiry and the directors may also relevant securities or pursuance of such offer or agreement as if the authority conferred by this resolution had not expired.

SPECIAL RESOLUTIONS

1. To empower the directors pursuant to section 070 of the Companies Act 2008 to abid equity securities (as defined in section 30021) of that Act) for cash pursuant to the general authority conferred on them by Resolution 11 above and/or to sell equity securities held as treasury in the cash pursuant to section 727 of that Act. In each case as if section 051(1) of that Act did not apply to any such allotment or sale, provided that the 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 partial fixed by the directors, to holders of ordinary shares (other than the Company) on the register or 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 director may deem necessary or expedient in relation to fractions/ settlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever.
   (b) any such allotment and/or sale, otherwise than pursuant to such 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 or convert into ordinary shares having an aggregate nominal amount, not exceeding the sum of £2,048,284.

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 11 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 derived or equity securities held as treasury shares to be sold after such expiry and the directors may also 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.

Galliford Fry plc Notice of Annual General Meeting 2012

Galliford Fry plc Notice of Annual General Meeting 2012

Galliford Fry plc Notice of Annual General Meeting 2012

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1. That the Company be and is generally set to accommodate authorized to make market purchases as defined in section 800(4) of the Companies Act 2006 of its contract shares of 60 pence each provided that in doing so it

(a) purchases no more than 20 (20) (21) dollars, shares of 50 pence each;
(b) pays not less than 40 pence (excluding expenses) per ordinary share of 50 pence each; and
(c) pays a price per share that is not more (excluding expenses) per ordinary share than the higher of 0.5% above the average of the middle market quotations for the ordinary shares as allowed by the London Stock Exchange Daily Official List for the five business days immediately before the day on which it purchases that does, and (ii) the price stipulated by Article 5(1) of the Buy-back and Stabilization Regulation 30.1.2013.003.6.

The authority shall expire eighteen months after the date of the passing of this resolution or, in partial, of the Consultant of the Annual General Meeting of the Company to be held in 2013, except that the Company may, if it presents purchase orders, shares under this authority before it expires, complete the purchase which, in parity after this authority expires.

1. That a general meeting other than an Annual General Meeting may be called on not less than 14 days' notice.

By order of the board

Kevin Corbett
Company Secretary
16 September 2013

Registered office:
Courtes Business Park
Courtes
Udbridge
Middlesex
UB8 2AL

Registered in England and Wales No. 00008539

EXPLANATION OF RESOLUTIONS

Resolution 1 – Annual Report and Financial Statements

The decision was 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 financial statements of the Company for the year ended 05 June 2012. The Annual Report including the audited financial statements has been approved by the directors, and the report of the auditors has been prepared by the auditors, Proceeding Board, and LJF.

Resolution 2 – Remuneration Report

The Companies Act 2006 requires the Company to separately seek shareholder approval for the Directors' Remuneration Report at the general meeting before which the Company's annual accounts are due. The Directors' Remuneration Report is included in the Annual Report and Accounts, from page 80. If shareholders who against the Report the directors will still be paid out the Remuneration Committee will reconsider its policy as future years.

Resolution 3 – Declaration of Absence

The directors are not immediately a final dividend of 21 pence per ordinary share, payable to 16 November 2012 to holders on the register as at 5 October 2012. The final dividend will be the total without shareholder approval and the amount may not exceed the amount recommended by the directors.

Resolution 4 to 6 – Re-appointment of directors

The full Corporate Governance Code recommended the all directors of companies in the FTSE 360 (and for re-appointment) as annual basis and the board has received final all directors should agree stand for re-appointment in 2012, as explained in the Corporate Governance Report on page 44 of the Annual Report. The biographical details of the directors can be found on page 43 of the Annual Report. A formal performance appraisal of each currently serving director has been undertaken in 2012 to evaluate directors' respective performance, the results and process confirmed that each director continues to perform effectively and that their commitment to their roles continues.

Resolution 6 to 10 – Auditors and their remuneration

The Companies Act 2006 requires that auditors be appointed at each partial meeting at which the directors of each other, with the next such meeting. These resolutions seek shareholder approval for the appointment of Proceeding Board, LJF, in accordance with the recommendation of the directors, and permit the directors to determine the auditors' remuneration for the audit work to be carried out by them in the next financial year.

Resolution 11 – Abstract of shares

The Companies Act 2006 provides that the directors may only add shares if authorized by shareholders to do so. Resolution 11 will, if passed, authorize the directors to add the Company's unissued shares up to a maximum nominal amount of $21,060,100, which represent an amount similar to approximately equal to two thirds of the issued ordinary share capital of the Company as at the date of the Notice of Meeting. As at 16 September 2012, the Company did not hold any treasury shares.

As provided in paragraph (a) of the resolution, up to half of the authority equal to one third of the issued share capital of the Company will enable directors to add one 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 favor of ordinary shareholders. As paragraph (c) requires no restitution 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. The effects the best practice guidance issued by the Association of British Insurers.

The authority will expire at the earlier of the date that a fifteen months after the date of the passing of the resolution and the conclusion of the next Annual General Meeting of the Company.

Hearing Resolution 11 will ensure that the directors continue to have the flexibility to act to 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.

The directors have separately committed to individuals stand for re-appointment of the 2012 Annual General Meeting and annually (and §1) issued. They separately undertake to also automatically stand for re-appointment in the event that the whole two-thirds authority is used in connection with a rights issue in favor of ordinary shareholders.

Resolution 12 – Disapplication of statutory pre-emption rights

The Companies Act 2006 requires that, if the Company issues new shares for cash or sales any treasury shares, it must first offer them to existing shareholders in proportion to their current holdings. It is proposed that the directors be authorized to issue shares for cash and/or sell shares from treasury (if any) and not as held up to an aggregate nominal amount of $2,046,284 (representing approximately 5% of the Company's issued share capital as at 16 September 2012, being the date of the Notice of Meeting) without offering them to shareholders that, and to modify statutory pre-emption rights to deal with legal, regulatory or practical problems that may arise on a rights or other pre-emption offer in issue. If passed, the authority will expire at the same time as the authority to add shares given pursuant to Resolution 11. The directors do not need to issue more than 1.5% of the issued shares prior to or non-per-emptive basis or any ruling three-year period in accordance with related guidance of the The Emption Group.

Resolution 13 – Purchase of own shares

The resolution seeks to review 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 the 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 the authority will be cancelled or held in treason for subsequent transfer to an employee have scheme. The directors have no present intention of exercising the authority, which will expire at the earlier of the date that no eighteen months after the date of the receipt of the contract, and the unconditional Annual General Meeting of the Company. Under the Company's share option and restricted share schemes, at 16 September 2012, options and restricted share events now a total of 3,161,539 ordinary shares in the Company (of which 1,049,222 are in the 1990s) will be charged, and the total amount representing 3.5% of the issued share capital. The would represent 4.5% of issued share capital if the proposed authority is purchased the Company's shares were exercised in full.

Resolution 14 – Notice period for general meetings

The Company may give at least 21 other days' notice of any general meeting, but is permitted on call meetings when the number of days on which a new share of an order of notice if annual shareholder approval is obtained (beforehand). The Company must also offer, for any meeting held on less than 31 days' notice, a facility to note by electronic means that is accessible to all shareholders. The directors may intend to call a meeting to take their 31 other 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 accompanied the Notice.

2. To be valid any proxy form or other instrument appointing a proxy must be either (a) deposited at the Company's registrant, Expatel Limited, Aspect House, Spencer Road, Leisung, West Sussex, BM98 6DA on that it is received no later than 11.00 a.m. to 17 November 2012 (b) lodged using the CREST Proxy listing Service - see paragraph 3 below or (c) lodged also through by visiting www.charevick.co.uk - see paragraph 10 below.

3. The return of a competent proxy form, either such instrument or any CREST Proxy, hereunder as described in paragraph 10 above will be made to the shareholders after attending the Annual General Meeting and voting in person if he/she wishes to do so.

4. Any person to whom the Notice is sent who is a person in connection with section 140 of the Companies Act 2006 to stop information right up "Newspaper Network" may, under an agreement between the five and the shareholders by whom the notes remain signed, submit a statement to the appointee (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Reminder/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 the proxy to the shareholder as to the exercise of voting rights.

5. The statement of the rights of shareholders in relation to the appointment of proxies in paragraph 1 with 2 above does not apply to Non-Insured Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.

6. To be written by directors and auditors, the Annual General Meeting shall for the purpose of the determination by the Company of the date they may void, shareholders must be registered in the Register of Members of the Company at 8.00 p.m. on 7 November 2012 (or, in the event of any adjournment, 8.00 p.m. on the date which is two days before the or two of the adjourned meeting of the Company's final Register of Members of the Company) and shall be disregarded in determining the rights of any person to attend and vote at the meeting.

7. As at the date of the Notice the Company's issued share capital consists of 91,950,377 ordinary shares of 50 pence each, carrying one vote each. Therefore, the total voting rights in the Company as at the date of the Notice are 61,903,377.

8. 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 these CREST members may be appointed as a non-mondelate, should send their CREST sponsor or voting service provided, who will be able to take the appropriate action on their behalf.

9. In order for a proxy appointment or instruction made using the CREST service, the odds, the appropriate CREST members or "CREST Proxy Indications" must be properly authenticated in accordance with European UK & Ireland (CREST) specifications issued by the International Association required for such instruction, as described in the CREST Manual available via www.eurodata.com/CREST. The message, regardless of whether it constitute 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 to us to be received by the expert trustee. The message is also available in the CREST document.

10. The Company may treat as insider a CREST Proxy Indications in the circumstances set out in Regulation 30(5)(a) of the Uncertification Securities Regulations 2001.

11. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf an (in) property as a member provided that they do not do so in relation to the same shares.

12. Shareholders may, if they are a register the appointment of a proxy electronically by visiting www.charevick.co.uk. To use this service a shareholder will need his reference number, card ID and account number printed on the accompanying proxy form. Call details of the procedure are given on the website on www.charevick.co.uk.

Satisfied Fly pic Notice of Annual General Meeting 2012

Satisfied Fly pic Notice of Annual General Meeting 2012

Satisfied Fly pic Notice of Annual General Meeting 2012