Genuit Group PLC — Proxy Solicitation & Information Statement 2015

Apr 22, 2015

ATTENDANCE CARD

POLYPIPE GROUP PLC – ANNUAL GENERAL MEETING 2015

To be held at: Holiday Inn, High Road, Doncaster, DN4 9UX. 11.00 am Wednesday 27th May.

If you wish to attend this meeting in your capacity as a holder of Ordinary Shares, please sign this card and on arrival hand it to the

Company's registrars. This will facilitate entry to the meeting.

Signature of person attending

Barcode:

Investor Code:

NOTICE OF AVAILABILITY — 2014 Annual Report and Accounts and Notice of 2015 AGM

Important — please read carefully

You can now access the 2014 Annual Report and Accounts and Notice of the 2015 AGM at

www.polypipe.com

Please note the deadline for receiving proxies is 11.00 am on Friday 22 May 2015.

+

FORM OF PROXY

POLYPIPE GROUP PLC – ANNUAL GENERAL MEETING 2015

Barcode:

I/We being a member of the Company hereby appoint the Chairman of the meeting or (see note 1 over)

Name of proxy

Number of shares proxy appointed over

Investor Code:

Event Code:

as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held at 11.00 am on Wednesday 27 May 2015 and at any adjournment thereof. I/We have indicated with a ☐ in the boxes below how I/we wish my/our votes to be cast on the resolutions set out in the Notice of the Annual General Meeting:

If you wish to appoint multiple proxies please see note 2 over.

☐ Please also tick here if you are appointing more than one proxy.

RESOLUTIONS

Please mark with an ☐ to indicate how you wish to vote

1. To receive the Company's annual accounts for the financial year ended 31 December 2014.
2. To approve the Director's Remuneration Policy.
3. To approve the Director's Remuneration Report for the year ended 31 December 2014.
4. To declare a final dividend of 3p per ordinary share for the year ended 31 December 2014.
5. To elect Mr David Hall as a Director of the Company.
6. To elect Mr Peter Shepherd as a Director of the Company.
7. To elect Mr Ron Marsh as a Director of the Company.
8. To elect Mrs Moni Mannings as a Director of the Company.

For	Against	Vote Withheld
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐

RESOLUTIONS

Please mark with an ☐ to indicate how you wish to vote

1. To elect Mr Paul Dean as a Director of the Company.
2. To elect Mr Mark Hammond as a Director of the Company.
3. To re-appoint Ernst & Young as Auditor of the Company.
4. To authorise the Audit Committee to determine the Auditor's remuneration.
5. To authorise the Directors to allot shares under section 551 of the Companies Act 2006.
6. To authorise the Directors to allot shares on a non-preemptive basis in accordance with sections 570 and 573 of the Companies Act 2006.
7. To authorise the Company to make market purchases of its own shares.
8. To authorise the Company to hold general meetings on not less than 14 clear days notice.

For	Against	Vote Withheld
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐

Signature

Date

---

Notes

1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see over). If the proxy is being appointed in relation to less than your full voting entitlement, please enter the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).

2. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

3. If this Form of Proxy is validly returned without an indication as to how the proxy shall vote on any particular resolution, the proxy will exercise his or her discretion as to whether, and if so how, he or she votes on that resolution.

4. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the registered shareholder who holds shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

5. The 'Vote Withheld' option is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

6. Entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6.00 pm on Friday 22 May 2015. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

7. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual.

8. The completion and return of this form will not preclude a member from attending the meeting and voting in person. If you attend the meeting in person, your proxy appointment will automatically be terminated.

9. To be valid this Form of Proxy must arrive at Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, BR3 4TU, accompanied by any power of attorney under which it is executed (if applicable), no later than 11.00 am on Friday 22 May 2015.

10. If you prefer, you may return the proxy form to the Registrar in an envelope addressed to FREEPOST CAPITA PXS. Please note that delivery using this service may take up to five business days.

Business Reply Plus
Licence Number
RLUB-TBUX-EGUC

PXS 1
34 Beckenham Road
BECKENHAM
BR3 4ZF