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Galliford Try Holdings PLC Proxy Solicitation & Information Statement 2025

Oct 6, 2025

5154_agm-r_2025-10-06_18b16e72-214d-4aa3-b537-6acc8f839d4a.pdf

Proxy Solicitation & Information Statement

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NOTES TO THE FORM OF PROXY

These notes relate to the methods of appointing proxies for the

Annual General Meeting to be held on Thursday 13 November 2025.

You are entitled to appoint another person as your proxy to exercise

all or any of your rights to attend and to speak and vote at the

meeting. You may appoint more than one proxy in relation to the

meeting, provided that each proxy is appointed to exercise the

rights attached to a different share or shares held by you.

A proxy need not be a shareholder but must attend the meeting

to represent you. If you wish to appoint someone other than the

Chair of the meeting, insert the name of the person you wish to

appoint in block capitals in the space provided. If the proxy is being

appointed in relation to less than your full entitlement, please enter

in the box next to the proxy holder's name, the number of shares

in relation to which the proxy is authorised to act. If that box is left

blank, the proxy will be deemed to be authorised in respect of your

Where you appoint someone other than the Chair as your proxy,

you are responsible for ensuring that they attend the meeting and

are aware of your voting intentions. If you wish your proxy to make

any comments at the meeting on your behalf, you will need to

appoint someone other than the Chair and give them the relevant

instructions directly. To ensure your vote is counted we advise that

you appoint the Chair of the meeting as your proxy at the AGM.

full voting entitlement.

2.

1.

Attendance Card

Thursday 13 November 2025 at 11.00 am.

Annual General Meeting Shareholder Reference Number

(continued overleaf)

Proxy for the Annual General Meeting of Galliford Try Holdings plc

You may submit your proxy electronically at www.shareview.co.uk using the above Shareholder Reference Number.

We appoint the Chair of the meeting or the following person Number of shares

(See note 5(a) on the back of the attendance card) as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the Annual General Meeting of Galliford Try Holdings plc to be held at the offices of Peel Hunt LLP, 7th floor, 100 Liverpool Street, London, EC2M 2AT on Thursday 13 November 2025 at 11.00am and at any adjournment. This form of proxy relates to the resolutions listed below and any other business transacted at the meeting or any adjournment. I/We wish my/our proxy to vote on the resolutions proposed at the meeting as instructed on this form. The proxy will vote, or abstain from voting, at his or her discretion on any resolution listed below if no instruction is given regarding that resolution and on any other business transacted at the meeting or any adjournment.

Please tick here if this proxy appointment is one of multiple proxy appointments being made*:

The vote withheld option is provided to enable you to instruct the proxy not to vote on any particular resolution. A vote withheld is not a vote in law and will not, therefore, be counted in the calculation of the proportion of votes for and against a resolution.

Resolution For Against Vote withheld

* For the appointment of more than one proxy, please refer to note 5(b) on the back of the attendance card. Please indicate your instructions by marking the "For", "Against" or "Vote withheld" boxes in black ink like this:

  1. Receiving the Directors' report, financial statements and auditor's report thereon.

  2. Declaration of final dividend.

  3. Approval of the Directors' Remuneration report.

  4. Re-election of Alison Wood.

  5. Re-election of Bill Hocking.

  6. Re-election of Kris Hampson.

  7. Re-election of Kevin Boyd.

  8. Re-election of Sally Boyle.

  9. Re-election of Michael Topham.

  10. Re-appointment of the auditor.

  11. Authority to set remuneration of the auditor.

  12. Authority to allot shares.

  13. Authority for political expenditure.

  14. Authority to disapply statutory pre-emption rights for general purposes.

  15. Authority to disapply statutory pre-emption rights for an acquisition or a specified capital investment.

  16. Authority for the Company to purchase its own shares.

  17. Notice period for general meetings.

Signature Date

-

NOTES TO THE FORM OF PROXY (continued) NOTES TO THE FORM OF PROXY (continued)

    1. If you wish to register your proxy appointment electronically through the internet, please use www.sharevote.co.uk, where full details of the procedure are given. You will have to enter the Voting ID, Task ID and Shareholder Reference Number shown on this form. 4. CREST members should please refer to the Notice of Annual General Meeting for instructions regarding CREST electronic proxy appointment services. CREST members who have appointed a voting 3. If you wish to register your proxy appointment electronically through the internet, please use www.shareview.co.uk, where full details of the procedure are given. You can register your proxy appointment and voting instructions by going to Equiniti's Shareview website www.shareview.co.uk, and log in to your Shareview Portfolio. To register for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information.
  • service provider(s) should refer to their CREST sponsor or voting service provider. 5. If you wish to register your proxy appointment in paper form, please comply with the following notes: 4. CREST members should please refer to the Notice of Annual General Meeting for instructions regarding CREST electronic proxy appointment services. CREST members who have appointed a voting service provider(s) should refer to their CREST sponsor or voting service provider.
    • a. You may, if you wish, delete the words 'Chair of the meeting' and insert the name of a proxy of your choice in the box, who need not be a member. Please initial that alteration. However, we advise that you appoint the Chair of the meeting as your proxy to ensure your vote is counted at the AGM. 5. If you are an institutional investor, you may appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. If you wish to register your proxy appointment in paper form, please comply with the following notes:
  • b. To appoint more than one proxy, additional proxy forms may be obtained by contacting our registrar, Equiniti Limited, on 0371 384 22021 or you may copy this form. Please indicate in the box next to the proxy holder's name the number of shares in relation to which the proxy is authorised to act as your proxy. Please also indicate, by ticking the box provided, if the proxy appointment is one of multiple a. You may, if you wish, delete the words 'Chair of the meeting' and insert the name of a proxy of your choice in the box, who need not be a member. Please initial that alteration. However, we advise that you appoint the Chair of the meeting as your proxy to ensure your vote is counted at the AGM.
  • appointments made. All forms must be signed and should be returned together in the same envelope to the address shown below. b. To appoint more than one proxy, additional proxy forms may be obtained by contacting our registrar, Equiniti Limited, on +44 (0)371 384 22021 or you may copy this form. Please indicate in the box next to the proxy holder's name the number of shares in relation to which the proxy is authorised to act as your proxy. Please also indicate, by ticking the box provided, if the proxy appointment is one of multiple appointments made. All forms must be signed and should be returned together in the same envelope to the address shown below.
  • 1Charges for calls from mobiles and other networks may vary. Lines are open from 8.30am to 5.30pm Monday to Friday. Overseas shareholders should call +44 121 415 7074. Charges for calls from mobiles and other networks may vary. Lines are open from 8.30am to 5.30pm Monday to Friday.

1

Notice of availability Notice of availability

The 2022 Annual Report & Accounts and the 2022 Notice of Annual General Meeting are available to view or download at www.gallifordtry.co.uk/investors/reports-presentations/ The 2025 Annual Report & Accounts and the 2025 Notice of Annual General Meeting are available to view or download at www.gallifordtry.co.uk/investors/reports-presentations/

Business Reply Plus

Licence Number

  • c. The form of proxy and, if relevant, the power of attorney or other authority under which it is signed, or a certified copy of that power or authority, must be received by our registrar, Equiniti Limited, by c. If you submit more than one valid proxy appointment in respect of the same shares, the appointment received last before the latest time for the receipt of proxies will take precedent.
  • 11.30am on Wednesday 9 November 2022. If the form is posted in the UK, there is no postage to pay. No envelope is necessary. If you wish to use an envelope, please address it to Equiniti Limited, FREEPOST RTAL-EXCE-YYBZ, Aspect House, Spencer Road, Lancing, West Sussex BN99 8EQ. If the form is posted outside the UK, you should return it in an envelope using the address shown above and you will need to pay the postage. d. If the member is a corporation, the form of proxy must be executed either under seal or under the hand of an officer, attorney or other person authorised to sign it stating their capacity d. The form of proxy and, if relevant, the power of attorney or other authority under which it is signed, or a certified copy of that power or authority, must be received by our registrar, Equiniti Limited, by 11.00am on Tuesday 11 November 2025. If the form is posted in the UK, there is no postage to pay. No envelope is necessary. If you wish to use an envelope, please address it to Equiniti Limited, FREEPOST RTHJ-CLLL-KBKU, Aspect House, Spencer Road, Lancing, West Sussex BN99 8LU. If the form is posted outside the UK, you should return it in an envelope using the address shown above and you will need to pay the postage.
    • (eg director, secretary, duly authorised attorney). e. For joint holders, the signature of any one of them will suffice. The instructions of the senior joint holder will be accepted to the exclusion of those of the other joint holders and for this purpose seniority will be determined by the order in which the names stand e. If the member is a corporation, the form of proxy must be executed either under seal or under the hand of an officer, attorney or other person authorised to sign it stating their capacity (e.g. director, secretary, duly authorised attorney).
  • in the register of members for the joint holding. f. The address shown overleaf is that appearing in the register of members. The form of proxy and attendance card are not transferable. To be entitled to vote at the meeting (and for the purpose of determining the number of votes that may be cast) shareholders' f. For joint holders, the signature of any one of them will suffice. The instructions of the senior joint holder will be accepted to the exclusion of those of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the register of members for the joint holding.

6.

  • names must be entered in the register of members at 6.30pm on Wednesday 9 November 2022. g. The address shown overleaf is that appearing in the register of members. The form of proxy and attendance card are not transferable.
    1. The completion and return of the proxy form does not prevent a shareholder from attending the meeting and voting in person. h. A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes for or against a resolution.
    1. Addresses (including electronic addresses) in this document are included strictly for the purposes provided and not for any other purposes. 9. Full details of the resolutions to be proposed at the meeting, with 6. To be entitled to vote at the meeting (and for the purpose of determining the number of votes that may be cast) shareholders' names must be entered in the register of members at 6.30pm on Tuesday 11 November 2025.
    2. explanatory notes, are set out in the Notice of Annual General Meeting. 7. The completion and return of the proxy form does not prevent a shareholder from attending the meeting and voting in person.
    1. Addresses (including electronic addresses) in this document are included strictly for the purposes provided and not for any other purposes.
      1. Full details of the resolutions to be proposed at the meeting, with explanatory notes, are set out in the Notice of Annual General Meeting.

RTAL-EXCE-YYBZ AADDTTDADTAFTADDTTFFDAFADFAFTFFAFATD Business Reply Plus Licence Number RTAL-EXCE-YYBZ Business Reply Plus Licence Number RTAL-EXCE-YYBZ

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Equiniti Aspect House Spencer Road LANCING BN99 8EQ Equiniti Aspect House Equiniti Aspect House

Spencer Road

Spencer Road

LANCING

LANCING

BN99 8EQ

BN99 8EQ