Halfords Group PLC — AGM Information 2016

Jul 26, 2016

Company No: 04457314

The Companies Acts 1985 and 2006 Public Company Limited by Shares

Halfords Group plc

At the Annual General Meeting of Halfords Group plc held at the Hilton Garden Inn, 1 Brunswick Square, Brindley Place, Birmingham B1 2HW at 11.30 am on Tuesday 26 July 2016, the following Resolutions were passed by a poll. Resolutions 12 and 13 were passed as Ordinary Resolutions and resolutions 14, 15 and 16 were passed as Special Resolutions:

Authority to make political donations

Resolution 12

That the Company and all companies that are its subsidiaries at any time during the period for which this resolution has effect, for the purposes of section 366 of the Companies Act 2006 (the "Act") be authorised to:

• a) make political donations to political parties or independent election candidates (as such terms are defined in sections 363 and 364 of the Act), not exceeding £50,000 in aggregate;
• b) make political donations to political organisations other than political parties (as such terms are defined in sections 363 and 364 of the Act), not exceeding £50,000 in aggregate; and
• c) incur political expenditure (as such term is defined in section 365 of the Act), not exceeding £50,000 in aggregate,

During the period beginning with the date of the passing of this resolution and ending at the end of the Company's next annual general meeting after this resolution is passed (or, if earlier, at the close of business on 30 September 2017), provided that the maximum amounts referred to in (a), (b) and (c) above may comprise sums in different currencies, which shall be converted at such rate as the Board may in its absolute discretion determine to be appropriate.

Authority to Allot Securities

Resolution 13

That, in substitution for all existing authorities, the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to:

$(a)$ allot shares (as defined in section 540 of the Act) in the Company or grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £663,722 (such amount to be reduced by the

aggregate nominal amount allotted or granted under paragraph (b) of this resolution 13 in excess of £663,722; and

• $(b)$ allot equity securities (as defined in section 560(1) of the Act) up to an aggregate nominal amount of £1,327,444 (such amount to be reduced by the aggregate nominal amount of shares allotted or rights to subscribe for or to convert any security into shares in the Company granted under paragraph (a) of this resolution 13) in connection with an offer by way of a rights issue:
• $(i)$ to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
• $(ii)$ to holders of other equity securities (as defined in section 560(1) of the Act) as required by the rights attaching to those securities or, subject to such rights, as the Directors otherwise consider necessary;

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

such authorities to apply (unless previously renewed, revoked or varied) until the end of the Company's next annual general meeting after this resolution is passed (or, if earlier, until the close of business on 30 September 2017) but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority expires and the Directors may allot shares or grant such rights under any such offer or agreement as if the authority had not expired.

Disapplication of Statutory Pre-emption Rights

Resolution 14

That, in substitution for all existing powers and subject to the passing of resolution 13, the Directors be generally empowered pursuant to section 570 and 573 of the Companies Act 2006 (the "Act") to allot equity securities (as defined in section 560(1) of the Act) for cash pursuant to the authority granted by resolution 13 and/or where the allotment constitutes an allotment of equity securities by virtue of section 560(3) of the Act, in each case free of the restriction in section 561 of the Act, such power to be limited:

• (a) to the allotment of equity securities in connection with an offer of equity securities (but in the case of an allotment pursuant to the authority granted by paragraph (b) of resolution 13, such power shall be limited to the allotment of equity securities in connection with an offer by way of a rights issue only):
• $(i)$ to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings of ordinary shares; and

(ii) to holders of other equity securities (as defined in section 560(1) of the Act), as required by the rights attaching to those securities or, subject to such rights, as the Directors otherwise consider necessary.

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in. or under the laws of, any territory or any other matter; and

(b) to the allotment of equity securities pursuant to the authority granted by paragraph (a) of resolution 13 and/or an allotment which constitutes an allotment of equity securities by virtue of section 560(3) of the Act (in each case otherwise than in the circumstances set out in paragraph (a) of this resolution 14) up to a nominal amount of £99,558 calculated, in the case of equity securities which contain or comprise rights to subscribe for, or to convert securities into, ordinary shares (as defined in section 560(1) of the Act) by reference to the aggregate nominal amount of relevant shares which may be allotted pursuant to such right,

such power to apply (unless previously renewed, revoked or varied) until the end of the Company's next annual general meeting after this resolution is passed (or, if earlier, until the close of business on 30 September 2017) but so that the Company may make offers and

enter into agreements before the power expires which would, or might, require equity securities to be allotted after the power expires and the Directors may allot equity securities under any such offer or agreement as if the power had not expired.

Authority to purchase own shares

Resolution 15

That the Company be generally and unconditionally authorised to make market purchases (within the meaning of Section 693(4) of the Companies Act 2006) of its own ordinary shares of 1 pence each on such terms and in such manner as the Directors may, from time to time, determine, provided that:

• (a) the maximum aggregate number of ordinary shares hereby authorised to be purchased is 19,911,663 (representing approximately 10 per cent of the issued ordinary share capital):
• (b) the minimum price which may be paid for an ordinary share is 1 pence (excluding expenses):
• (c) the maximum price which may be paid for an ordinary share shall not be more than the higher of:
• i) 105 per cent of the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made; and
• ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out; and
• (d) the authority hereby conferred shall expire at the end of the Company's next annual general meeting after this resolution is passed (or, if earlier, at the close of business on 30 September 2017), but a contract of purchase may be made before such expiry which will or may be executed wholly or partly thereafter and a purchase of shares may be made in pursuance of any such contract.

Authority to call meetings on 14 days' notice Resolution 16

That a general meeting of the Company other than an annual general meeting may be called on not less than 14 clear days' notice, provided that this authority expires at the conclusion of the next annual general meeting of the Company after this resolution is passed.

Tim O'Gorman Company Secretary