Halfords Group PLC — AGM Information 2016

Jun 22, 2016

ATTENDANCE CARD

HALFORDS GROUP PLC — ANNUAL GENERAL MEETING

Notes

• 1. To appoint as a proxy a person other than the Chairman of the meeting insert the full name in the space provided. A proxy need not be a member of the Company. You can also appoint more than one proxy provided each proxy is appointed to exercise the rights attached to a different share or shares held by you. The following options are available:
• (a) To appoint the Chairman as your sole proxy in respect of all your shares, simply fill in any voting instructions in the appropriate box and sign and date the Form of Proxy.
• (b) To appoint a person other than the Chairman as your sole proxy in respect of all your shares, delete the words 'the Chairman of the meeting or' and insert the name and address of your proxy in the space provided. Then fill in any voting instructions in the appropriate box and sign and date the Form of Proxy.
• (c) 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. If you wish to appoint the Chairman as one of your multiple proxies, simply write 'the Chairman of the Meeting'. All forms must be signed and should be returned together in the same envelope.
• 1. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
• 1. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
• 1. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
• 1. The Form of Proxy below must arrive at Capita Asset Services at PXS 1, 34 Beckenham Road, Beckenham, BR3 4ZF during usual business hours accompanied by any power of attorney under which it is executed (if applicable) no later than 11:30 am on Friday 22 July 2016.
• 1. A corporation must execute the Form of Proxy under either its common seal or the hand of a duly authorised officer or attorney.
• 1. The Form of Proxy is for use in respect of the shareholder account specified above only and should not be amended or submitted in respect of a different account.
• 1. The 'Vote Withheld' option is to enable you to abstain on any particular resolution. Such a vote is not a vote in law and will not be counted in the votes 'For' and 'Against' a resolution.
• 1. Shares held in uncertified 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.
• 1. Completion and return of the Form of Proxy will not preclude you from attending and voting in person at the meeting should you subsequently decide to do so.
• 1. If you prefer, you may return the Form of Proxy to the Registrar in an envelope addressed to FREEPOST CAPITA PXS (no other address details are required).

To be held at the Hilton Garden Inn, 1 Brunswick Square, Brindley Place, Birmingham B1 2HW at 11:30 am on Tuesday 26 July 2016

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:

FORM OF PROXY HALFORDS GROUP PLC — ANNUAL GENERAL MEETING

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

Barcode:

Investor Code:

as my/our proxy to exercise all or any of my/our rights to attend, speak or vote on my/our behalf at the Annual General Meeting of the Company to be held at 11:30 am on Tuesday 26 July 2016 and at any adjournment thereof. I/We have indicated with an 'X' how I/we wish my/our votes to be cast on the following resolutions:

Event Code:

RESOLUTIONS Please mark '5' to indicate how you wish to vote		For	Against	Withheld Vote
1	To receive the audited financial statements and the Directors' and Auditor's reports for the period ended 1 April 2016
2	To declare a final dividend
3	To approve the annual report on remuneration
4	To elect Jonny Mason as a Director
5	To re-elect Jill McDonald as a Director
6	To re-elect Dennis Millard as a Director
7	To re-elect David Adams as a Director
8	To re-elect Claudia Arney as a Director

RESOLUTIONS Please mark '5' to indicate how you wish to vote		For	Against	Withheld Vote
9	To re-elect Helen Jones as a Director
	10 To re-appoint KPMG LLP as Auditor
	11 To authorise the Directors to determine the remuneration of the Auditor
	12 To authorise the Company to make political donations
	13 To renew the general authority to allot relevant securities
	14 To disapply statutory pre-emption rights (Special Resolution)

• 15 To authorise the Company to make market purchases of its own shares (Special Resolution)
• 16 To authorise that general meetings, other than AGMs, can be called on 14 clear days' notice (Special Resolution)

To assist with arrangements, if you intend on attending the meeting in person please place a '5' in the box opposite Unless otherwise instructed, the proxy may vote as he thinks fit or abstain from voting in respect of the resolutions specified and also on any other business (including amendments to resolutions) which may properly come before the meeting.

Business Reply Plus Licence Number RLUB-TBUX-EGUC FDFDTTFATDDATADTTDFDFTDATADFAADFTADF Business Reply Plus Licence Number RLUB-TBUX-EGUC

PXS 1 34 Beckenham Road BECKENHAM BR3 4ZF