HEADLAM GROUP PLC

AGM Information • May 22, 2020

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author: Atterbury, Karen
date: 2019-05-24 13:29:00+00:00

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Company No: 00460129

THE COMPANIES ACT 2006

HEADLAM GROUP PLC (THE ‘COMPANY’)

At the seventy second Annual General Meeting of Headlam Group plc held at the Company’s head office at Gorsey Lane, Coleshill, Birmingham, B46 1JU on Friday, 22 May 2020 at 10am the following resolutions were proposed and passed:

ORDINARY RESOLUTION

Resolution 2 – Approval of the Directors’ Remuneration Policy

“To approve the Directors’ Remuneration Policy, the full text of which is set out on pages 78 to 87 of the Company’s Annual Report and Accounts for the year ended 31 December 2019, to take effect from the conclusion of the meeting.”

SPECIAL RESOLUTIONS

Resolution 13 - Disapplication of pre-emption rights

“That, subject to the passing of resolution 12 in this Notice and in place of all existing powers to allot securities given to the Directors, the Directors be and are hereby generally empowered pursuant to section 570 and section 573 of the Companies Act 2006 (the ‘Act’) to allot equity securities (as defined in section 560 of the Act) for cash, pursuant to the authority conferred by resolution 12 in this Notice, as if section 561 of the Act did not apply to the allotment.

This power:

expires (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the 2021 AGM (or, if earlier, at the close of business on 22 June 2021), save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if this power had not expired; and

shall be limited to:

the allotment of equity securities in connection with an issue to holders of ordinary shares of 5 pence in the capital of the Company in proportion (as nearly as may be practicable) to their existing holdings and to people who hold other equity securities, if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities 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

(ii) the allotment of equity securities for cash otherwise than pursuant to paragraph (b)(i) of this resolution up to an aggregate nominal amount of £212,277.

This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Act as if, in the first paragraph of this resolution, the words ‘pursuant to the authority conferred by resolution 12 in this Notice’ were omitted.”

Resolution 14 – Authority to purchase own shares

“That the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the ‘Act’) to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares in the capital of the Company, subject to the following conditions:

(a) the maximum number of ordinary shares which may be purchased is 8,491,080;

(b) the minimum price (exclusive of expenses) which may be paid for an ordinary share is 5 pence;

(c) the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of:

(i) an amount equal to 105% of the average of the middle market quotations of an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the share is contracted to be purchased; and

(ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System; and

(d) the authority conferred by this resolution shall expire at the conclusion of the 2021 AGM or, if earlier, on 22 June 2021 (except in relation to the purchase of shares, the contract for which was made before the expiry of this authority and which might be concluded wholly or partly after such expiry).”

Resolution 15 – Notice Period for General Meetings

“That the Company be and is hereby generally and unconditionally authorised to hold general meetings (other than annual general meetings) on not less than 14 clear days’ notice, provided that the authority shall expire at the conclusion of the 2021 AGM or 22 June 2021, whichever is the earlier.”