Howden Joinery Group PLC — AGM Information 2012

May 16, 2012

Company No. 2128710

RESOLUTIONS

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HOWDEN JOINERY GROUP PLC

Duly passed on 16 May 2012

The following resolutions were duly passed at the Annual General Meeting of the Company held on 16 May 2012 at UBS Investment Bank, 1 Finsbury Avenue, London, EC2M 2PP as, in the case of resolutions 1-3, ordinary resolutions and, in the case of resolutions $4-6$ , special resolutions:-

• 1. That the Directors' remuneration report and policy be and is hereby approved.
• 1. That the Company and any companies which are subsidiaries of the Company at any time during the period for which this resolution relates, be and are hereby authorised for the purposes of Part 14 of the Companies Act 2006, during the period commencing on the date of this Annual General Meeting and ending on the date of the Company's next Annual General Meeting, to:
• make political donations to political parties and/or independent election candidates; a.
• b. make political donations to political organisations other than political parties; and
• c. incur political expenditure,

up to an aggregate amount of $f_{\rm L}$ 100,000.

For the purpose of this resolution the terms "political donations", "independent election candidates", "political organisations" and "political expenditure" have the meanings set out in sections 363 to 365 of the Companies Act 2006.

• That the Board be and is hereby generally and unconditionally authorised $3. (i)$ pursuant to section 551 of the Companies Act 2006 to allot shares in the Company and to grant rights to subscribe for or to convert any securities into shares in the Company.
• a. up to an aggregate nominal amount of $f₁21,130,511$ ; and
• b. comprising equity securities (as defined in the Companies Act 2006) up to an aggregate nominal amount of $f_1$ 42,261,022 (including within such limit any shares issued or rights granted under a. above) in connection with an offer by way of a rights issue,

to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with 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 until the end of next year's Annual General Meeting or, if earlier, until the close of business on 16 August 2013 but, in each case, so that the Company may make offers and enter into arrangements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or convert any security into shares to be granted after the authority ends and the Board may allot shares and grant rights under any such offer or agreement as if the authority had not ended;

That, subject to paragraph (iii), all existing authorities given to the Directors (ii) pursuant to section 551 of the Companies Act 2006 be revoked by this resolution; and

That paragraph (ii) shall be without prejudice to the continuing authority of $(iii)$ the Directors to allot shares, or grant rights to subscribe for or convert any security into shares, pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made.

• 1. That if resolution 3 is passed, and in place of all existing powers, the Board be and is hereby generally empowered pursuant to section 570 and section 573 of the Companies Act 2006 to allot equity securities (as defined in the Companies Act 2006) for cash, under the authority given by resolution 3, as if section 561 of the Companies Act 2006 did not apply to the allotment. This power:
• a. shall be limited to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under resolution 3(i)b, by way of a rights issue only) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;
• b. in the case of the authority granted under resolution $3(i)a$ , shall be limited to the allotment (otherwise than under a. above) of equity securities up to an aggregate nominal amount of $f$ , 3, 169, 577;
• c. shall apply until the end of next year's Annual General Meeting or, if earlier, until the close of business on 16 August 2013 but during this period the Company may make offers and enter into arrangements, which would, or might, require equity securities to be allotted after the power ends and the Board may allot equity securities under any such offer or agreement as if the power had not ended; and

• d. applies in relation to a sale of shares which is an allotment of equity securities by virtue of section $560(3)$ of the Companies Act 2006 as if in the first paragraph of this resolution the words "under the authority given by resolution 3" were omitted.

• 1. That the Company be and is hereby generally and unconditionally authorised to make one or more market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 10p each in the capital of the Company ("ordinary shares") provided that:
• a. the maximum aggregate number of ordinary shares authorised to be purchased is 63,391,533;
• b. the minimum price (exclusive of expenses) which may be paid for an ordinary share is $10p$ ;
• c. the maximum price (exclusive of expenses) which may be paid for an ordinary share is the higher of: (I) an amount equal to 105% of the average 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 ordinary 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;
• d. this authority expires at the conclusion of the next Annual General Meeting of the Company or if earlier, at the close of business on 16 November 2013; and
• e. the Company may make a purchase of ordinary shares after the expiry of this authority if the contract for such purchase was entered into before such expiry.
• 1. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

Director

16 May 2012