Howden Joinery Group PLC

AGM Information • Mar 29, 2023

Annual General Meeting 2023

11.00am on Thursday, 4 May 2023

When considering what action to take, it is recommended you consult your stockbroker, bank manager, solicitor, accountant or other independent professional advisor who is authorised under the Financial Services and Markets Act 2000 (or, if you are resident outside the UK, an independent and appropriately qualified financial advisor).

If you have sold or otherwise transferred all of your Howden Joinery Group Plc shares, please pass this document and the accompanying form of proxy to the purchaser or transferee, or to the agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

29 March 2023

Dear Shareholder,

The Annual General Meeting (the 'AGM') of Howden Joinery Group Plc (the 'Company') will commence at 11.00am on Thursday, 4 May 2023 at Freshfields Bruckhaus Deringer LLP, 100 Bishopsgate, London, EC2P 2SR. Details of the business to be considered at the AGM are set out in the formal Notice of Meeting that follows this letter.

Voting Recommendation and Arrangements

The Board believes that all the proposals to be considered at the 2023 AGM are in the best interests of you, the Company's shareholders, and the Company itself. We therefore unanimously recommend that you vote in favour of all the resolutions proposed on pages 3 to 8 of the formal Notice of Meeting.

Voting at the AGM will be taken by a poll rather than a show of hands. A poll ensures that the votes of shareholders who are unable to attend the AGM, but who have appointed a proxy (or proxies), are taken into account in the final voting results. We believe this method gives a more accurate reflection of the views of all our shareholders. We strongly recommend that you complete the proxy form sent to you with the Notice of Meeting to ensure your vote is counted. Please return the completed proxy form to the Company's Registrars (details and instructions are given on the form itself). Proxy forms must be received by the Registrar by 11.00am on Tuesday, 2 May 2023 to be counted in the voting. Please be reassured that you may still attend and vote in person at the AGM even if you have submitted a proxy form.

If you would like to submit a question to the Board in advance of the meeting, please write to the Company Secretarial team at Howden Joinery Group Plc, 40 Portman Square, London, W1H 6LT or email cosec@howdens.com. You can also submit any questions through our website (www.howdenjoinerygroupplc.com/investors/share-price/annual-general-meeting). The responses to any questions received regarding the business of the meeting will be published on the AGM section of our website shortly after receipt of the question.

Board of Directors

Following nearly 8 years of service, Geoff Drabble, our Senior Independent Director and Non-Executive Director Responsible for Workforce Engagement, will retire as a Director of the Company at the AGM and therefore is not being submitted for re-election in the business of the meeting. The Nominations Committee is progressing a phased transition on Board succession and Geoff's retirement forms a part of this process. I would like to thank Geoff for his contribution over the years, particularly in his capacity as Senior Independent Director.

If you would like more information about the Directors, biographies of each are available on pages 80 and 81 of the 2022 Annual Report and at www.howdenjoinerygroupplc.com. In proposing re-election, my fellow Board members and I confirm that we have considered the formal performance evaluation undertaken in respect of each of the Directors seeking re-election, particularly in relation to individual contribution and commitment.

Yours sincerely

Peter Ventress Chairman

DIRECTIONS

Liverpool Street Station is within a short walk of the venue and runs both national rail and underground services. Aldgate and Bank underground stations are also within a short walk of the venue.

LOCATION

Freshfields Bruckhaus Deringer LLP 100 Bishopsgate London EC2P 2SR

DATE AND TIME

11.00am Thursday, 4 May 2023

Information Chairman's letter

Director Re-Election

• 4. To elect Peter Ventress as a Director of the Company.
• 5. To re-elect Karen Caddick as a Director of the Company.
• 6. To re-elect Andrew Cripps as a Director of the Company.
• 7. To re-elect Louise Fowler as a Director of the Company.
• 8. To re-elect Paul Hayes as a Director of the Company.
• 9. To re-elect Andrew Livingston as a Director of the Company.
• 10. To re-elect Debbie White as a Director of the Company.
  • Explanation In line with requirements of the Company's articles of association (Article 117), Directors appointed by the Board since Ventress will offer himself for election (Resolution 4).

the last AGM are required to submit themselves for election at the first AGM following their appointment. Therefore, Peter

-

In accordance with the 2018 UK Corporate Governance Code, each Director elected at the previous AGM will retire and seek re-election at the forthcoming AGM. The Directors seeking re-election may be found in Resolutions 5 to 10 inclusively.

We believe that there is a good balance of skills and experience available to the Company through the current members of the Board. The performance of individuals and of the Board both individually and as a whole was formally considered through the board evaluation process in November and December 2022. Having considered the performance of the individuals standing for election, the Nominations Committee is satisfied with the contribution of all the current Directors, that each Director's performance continues to be effective, and that each Director demonstrates commitment to their role. It is therefore proposed that each is elected (if appointed since the previous AGM) or re-elected (if appointed at the last AGM). Biographies for each of the Directors are available at www.howdenjoinerygroupplc.com. Details of Directors' current significant appointments and an explanation of the importance of each Director's contribution to the Company's long-term sustainable success may be found on pages 80 and 81 of the 2022 Annual Report and Accounts.

Appointment and Remuneration of Auditors

• 11. To reappoint KPMG LLP ('KPMG') as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next AGM at which accounts are laid.
• 12. To authorise the Directors to determine the auditor's remuneration.

Explanation

The auditor of a company must be reappointed at each general meeting at which accounts are laid. Resolution 11 proposes the reappointment of KPMG as the Company's auditor until the conclusion of the next AGM of the Company at which accounts are laid. KPMG was appointed as the Company's auditor in May 2022 following an extensive tender process.

Resolution 12 gives authority to the Directors to determine the auditor's remuneration. In the 52 weeks ended 24 December 2022, the fees paid to KPMG by the Company totalled £1.2m, of which £0.1m accounted for non-audit fees.

Political Donations

• 13. That the Company and any 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 (the 'Act'), during the period commencing on the date of the passing of this resolution and ending on the date of the Company's next AGM, to:
  • (a) make political donations to political parties and/or independent election candidates;
  • (b) make political donations to political organisations other than political parties; and
  • (c) incur political expenditure, up to an aggregate amount of £100,000.

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

Explanation

The Act prohibits the Company and its subsidiaries from making political donations or from incurring political expenditure in respect of a political party or other political organisation or an independent election candidate unless authorised by the Company's shareholders.

Notice is hereby given that the Annual General Meeting (the 'AGM') of Howden Joinery Group Plc (the 'Company') will be held at Freshfields Bruckhaus Deringer LLP, 100 Bishopsgate, London, EC2P 2SR on Thursday, 4 May 2023 at 11.00am to consider and, if thought fit, to pass the resolutions set out below. Explanatory notes to each resolution are included in this Notice below each resolution. Voting on all resolutions will be by way of a poll.

Resolutions 1 to 14 are proposed as Ordinary Resolutions. Resolutions 15 to 17 are proposed as Special Resolutions.

Ordinary Resolutions

For each of these resolutions to be passed, more than 50% of the votes cast must be in favour

Accounts and Reports

1. To receive the accounts and reports of the directors of the Company (the 'Directors' or the 'Board') and the report of the independent auditor for the 52 weeks ended 24 December 2022.

Explanation

The Directors are required to present the reports of the Directors and the accounts of the Company for the 52 weeks ended 24 December 2022 to shareholders at the AGM. This is a standard resolution common to annual general meetings.

Directors' Remuneration Report

2. To approve the Directors' Remuneration Report as set out in the Report and Accounts for the 52 weeks ended 24 December 2022.

Explanation

The Directors' Remuneration Report, which begins on page 112 of the 2022 Annual Report and Accounts (the 'Annual Report'), gives details of your Directors' remuneration for the 52 weeks ended 24 December 2022. The Company's auditor for the period, KPMG LLP, has audited those parts of the Directors' Remuneration Report capable of being audited and their report may be found on pages 150 to 163 of the Annual Report. The Board considers that appropriate, fair and responsible executive remuneration is central to ensuring management's interests are closely aligned with those of the shareholders. The vote on the Directors' Remuneration Report is an advisory vote and therefore any individual's entitlement to remuneration is not conditional on the resolution being passed.

Final Dividend

3. To declare a final dividend of 15.9 pence per ordinary share recommended by the Directors in respect of the 52 weeks ended 24 December 2022, payable on Friday, 19 May 2023 to ordinary shareholders named on the register of members as at 6.30pm on Tuesday, 11 April 2023.

Explanation

A final dividend may only be paid after the shareholders have approved it at a general meeting. Subject to this resolution being approved by shareholders, the final dividend of 15.9 pence per ordinary share for the 52 weeks ended 24 December 2022 will be paid on Friday, 19 May 2023 to shareholders whose names are on the register of members at 6.30pm on Tuesday, 11 April 2023.

An interim dividend of 4.7 pence per ordinary share was paid on 18 November 2022. Therefore, if this resolution is passed, the total full-year dividend for the 52 weeks ended 24 December 2022 will be 20.6 pence per ordinary share.

Notice of Annual General Meeting

Special Resolutions

For each of these resolutions to be passed, a minimum of 75% of the votes cast must be in favour

Disapplication of Pre-Emption Rights

15. That, subject to the passing of Resolution 14, and in place of all existing powers, the Board be and is hereby generally under the authority given by Resolution 14 as if section 561 of the Act did not apply to the allotment.

empowered pursuant to section 570 and section 573 of the Act to allot equity securities (as defined in the Act) for cash,

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 14(a)(ii), 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 14(a)(i), shall be limited to the allotment (otherwise than under (a) above) of equity securities up to an aggregate nominal amount of £2,772,791;
• (c) shall apply until the end of next year's annual general meeting or, if earlier, until the close of business on any such offer or agreement as if the power had not ended; and

4 August 2024 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

(d) 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 "under the authority given by Resolution 14" were omitted.

Explanation

This resolution seeks to renew the authority of Directors to issue the Company's equity securities for cash without application of the pre-emption rights. The power granted by this resolution will expire on the conclusion of next year's AGM or, if earlier, on 4 August 2024.

The passing of this authority will give the Directors flexibility to finance business opportunities by issuing shares without making a pre-emptive offer to existing shareholders first. Other than in connection with a rights issue, open offer or other similar issue, the authority contained in this resolution will be limited to an aggregate nominal value of £2,772,791 which represents 5% of the Company's issued ordinary share capital (as at 17 March 2023). This is below the 20% limit set out in the revised Pre-Emption Group's Statement of Principles (published November 2022).

The Board confirms that in any rolling three-year period they have no intention of issuing more than 7.5% of the issued share capital for cash on a non pre-emptive basis. This resolution also seeks a disapplication of pre-emption rights on a rights issue so as to allow the Directors to make exclusions or other appropriate arrangements to resolve legal or practical problems in connection with such an issue.

Neither the Company nor any of its subsidiaries has any intention of making any political donation or incurring any political expenditure. However, the relevant provisions of the Act define "political party", "political organisation", "political donation" and "political expenditure" in a broad manner. For example, donations to certain charitable organisations could, technically, constitute "political donations" or "political expenditure".

This resolution enables the Company and its subsidiaries to incur expenditure of up to £100,000 in aggregate in respect of the various heads identified in the relevant provisions without inadvertently committing a breach of the Act through the undertaking of routine activities such as making charitable donations or providing sponsorship. The authority sought will, if granted, last until the conclusion of the next AGM of the Company.

Authority to Allot Shares

• 14. (a) That the Board be and is hereby generally and unconditionally authorised pursuant to section 551 of the Act to allot shares in the Company and to grant rights to subscribe for or to convert any securities into shares in the Company:
• i. up to an aggregate nominal amount of £18,485,272; and
• ii. comprising equity securities (as defined in the Act) up to an aggregate nominal amount of £36,970,544 (including within such limit any shares issued or rights granted under (i) 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 4 August 2024 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.
  • (b) That, subject to paragraph (c), all existing authorities given to the Directors pursuant to section 551 of the Act be revoked by this resolution; and
  • (c) That paragraph (b) shall be without prejudice to the continuing authority of 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.

Explanation

This resolution seeks authority for the Directors to allot up to a maximum nominal amount of £18,485,272 (being one-third of the issued share capital of the Company as at 17 March 2023 in accordance with Investment Association guidance) and also gives the Board authority to allot ordinary shares up to a maximum amount of £36,970,544 by way of a rights issue (being two-thirds of the issued share capital of the Company as at 17 March 2023, also in accordance with Investment Association guidance).

The Board has no present intention to exercise this authority, other than in connection with the Company's various sharebased plans for employees; however, it is considered prudent to maintain the flexibility that this authority provides. The Directors intend to renew this authority annually. The authority sought under this resolution will expire at the conclusion of the AGM in 2024 or on 4 August 2024, whichever is the earlier (unless previously renewed, varied or revoked by the Company in a general meeting).

As at 17 March 2023 (the latest practicable date prior to publication of this Notice), the Company held 5,237,907 ordinary shares in treasury, which represents 0.94% of the Company's issued ordinary share capital (calculated exclusive of treasury shares).

Notice of Annual General Meeting continued

Authority to Purchase Own Shares

• 16. 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 Act) 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 55,455,816;
  • (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 on the trading venue where the purchase is carried out;
• (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 4 August 2024; 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.

Explanation

This resolution renews the authority granted at last year's AGM and affords the Company the authority to buy back its own ordinary shares in the market as permitted by the Act. The authority limits the number of shares that could be purchased to a maximum of 55,455,816 (representing 10% of the issued share capital of the Company at 17 March 2022) and sets minimum and maximum prices. This authority will expire at the conclusion of the AGM in 2024.

Shares that are bought in the market by the Company's brokers will either be held in treasury to use for future obligations for Company employee share schemes, or cancelled. Any shares held as treasury shares as a result of the repurchase programme will not receive any dividends and will have no voting rights. The authority to purchase the Company's ordinary shares will be exercised only if the Directors believe that to do so would result in an increase in earnings per share and would be in the best interests of the shareholders as a whole.

As at 17 March 2023, options over 3,558,047 ordinary shares representing 0.64% of the current issued share capital were outstanding under all of the employee share schemes adopted by the Company. If the authority to purchase the Company's ordinary shares were to be exercised in full, these options would represent 0.71% of the Company's issued share capital. As at 17 March 2023, the Company held 5,237,907 treasury shares.

During 2022, the Company returned £250 million to shareholders by repurchasing around 36.7 million shares, all of which were cancelled.

Notice of Annual General Meeting continued

Notice of General Meetings

17. That a general meeting other than an annual general meeting may be called on no less than 14 clear days' notice. Explanation

This resolution is required to reflect the implementation of the Shareholder Rights Directive in August 2009. The regulation implementing this Directive increased the notice period for general meetings of the Company to 21 days. Under the Company's articles of association, the Company can call general meetings (other than an annual general meeting) on 14 clear days' notice and would like to preserve this ability. In order to be able to do so, shareholders must have approved the calling of meetings on 14 clear days' notice; Resolution 17 seeks such approval. The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.

It is intended that the shorter notice period would not be used as a matter of routine for such meetings but only where the flexibility is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole. The Company will also need to meet the requirements for electronic voting under the Directive before it can call a general meeting on 14 clear days' notice.

By order of the Board

Forbes McNaughton

Company Secretary

29 March 2023

The Company is required to publish such information if it receives requests to that effect from members representing no less than 5 per cent of the total voting rights of all members who have a right to vote on the matter or no less than 100 members with the right to vote on the matter and who hold shares on which an average sum per member of no less than £100 has been paid up. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company's auditor no later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Act to publish on a website.

Members have the right, under Section 338 of the Companies Act, to require the Company to give members entitled to receive notice of the AGM, notice of a resolution which the members wish to be moved at the Company's AGM. Additionally, members have the right under Section 338A of the Companies Act to require the Company to include a matter (other than a proposed resolution) in the business to be dealt with at the AGM.

A resolution may properly be moved at the AGM unless:

• (i) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise),
• (ii) it is defamatory of any person; or
• (iii) it is frivolous or vexatious.

The Company is required to give such notice of a resolution or include such matter once it has received requests from members representing at least 5% of the total voting rights of all the members who have a right to vote at the AGM or from at least 100 members with the same right to vote who hold shares in the Company on which there has been paid up an average sum per member of at least £100.

Such a request may be in hard copy form or electronic form and must be received by the Company not later than six clear weeks before the AGM or, if later, the time at which notice is given of the AGM. In the case of a request relating to Section 338A of the Companies Act, the request must be accompanied by a statement setting out the grounds for the request.

7. Communicating with the Company in relation to the AGM

Except as provided above, members who wish to communicate with the Company in relation to the AGM should do so using the following means:

• (a) by writing to the Company Secretary at the registered office address or by emailing cosec@howdens.com, or by submitting a question through the Company website (www. howdenjoinerygroupplc.com/investors/share-price/annualgeneral-meeting); or
• (b) by writing to the Company's Registrar at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.

No other methods of communication will be accepted. In particular you may not use any electronic address provided either in this Notice of Meeting or in any related documents (including the Chairman's Statement, the 2022 Annual Report and Accounts, and the proxy form) to communicate with the Company for any purposes other than those expressly stated.

8. Inspection of documents

Copies of the Directors' service contracts and/or letters of appointment by the Company will be available for inspection at the Company's registered office at 40 Portman Square, London, W1H 6LT during usual business hours on weekdays (Saturdays, Sundays and public holidays excepted) from the date of this Notice of Meeting until the conclusion of the AGM. They will also be available at the place of the AGM (Freshfields Bruckhaus Deringer LLP, 100 Bishopsgate, London, EC2P 2SR) on 4 May 2023 for at least fifteen minutes prior to and until the conclusion of the AGM.

Procedural notes

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1. Entitlement to attend and vote

Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members entered in the register of members of the Company as at 6.30pm on Tuesday, 2 May 2023 shall be entitled to attend and vote at the meeting in respect of the number of ordinary shares registered in their name at that time. Changes to the entries in the register of members after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting.

2. Entitlement to appoint proxies

A registered member of the Company may appoint one or more proxies to exercise all or any of his or her rights to attend, speak and vote at a meeting of the Company provided that if more than one proxy is appointed each proxy is appointed to exercise the rights attached to a different share or shares held by them. A proxy need not be a member of the Company.

The proxy form sent to you with this Notice of Meeting invites members to vote in one of three ways: "for", "against" and "vote withheld". Please note that a "vote withheld" has no legal effect and will count neither for nor against a resolution.

To be valid, an appointment of proxy must be returned by one of the following methods:

• Sending the completed and signed form of proxy sent to you with this Notice of Meeting by post or by hand (during normal business hours) so as to be received by the Company's Registrar at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA no later than 11.00am on Tuesday, 2 May 2023;
• Electronically through www.sharevote.co.uk or by accessing the mobile site via the following Quick Response code:

• Members will be required to enter their Voting ID, Task ID and Shareholder Reference Number (printed on a member's form of proxy) and to agree to certain terms and conditions. Full details of the procedure are given on the website. The proxy appointment and/or voting instructions must be received by the Company's Registrar no later than 11.00am on Tuesday, 2 May 2023; or
• In the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the following procedures.

To appoint a proxy or to give or amend an instruction to a previously appointed proxy via the CREST system, the CREST message must be received by the Company's Registrar, Equiniti, (under CREST participant ID "RA19") no later than 11.00am on Tuesday, 2 May 2023. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's Registrar is able to retrieve the message. After this time any change of instructions to a proxy appointed through CREST should be communicated to the proxy by other means. CREST Personal Members or other CREST Sponsored Members, and those CREST Members who have appointed voting service provider(s), should contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and system timings, please refer to the CREST Manual.

We may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Returning a form of proxy will not prevent a member from attending the meeting and voting in person.

Any power of attorney or other authority (if any) under which the form of proxy is executed (or a duly certified or authorised copy of such power of authority) must be included with the form of proxy.

If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11.00am on Tuesday, 2 May 2023 in order to be considered valid. Before you can appoint a proxy via this process, you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

3. Nominated Persons

Any person to whom this Notice of Meeting is sent who is a person nominated under section 146 of the Act to enjoy information rights (a 'Nominated Person') may have a right, under an agreement between them and the member by whom they were nominated, to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights.

The statement of the rights of members in relation to the appointment of proxies in paragraph 3 of section 2 does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by members of the Company. If more than one valid proxy appointment is submitted, the form of proxy which is last validly delivered before the latest time for receipt of proxies will take precedence.

4. Voting rights

As at 17 March 2023 (being the last practicable date prior to the publication of this Notice), the Company's issued share capital consisted of 559,796,066 ordinary shares. The Company held 5,237,907 shares in treasury and therefore the total number of voting rights in the Company as at 17 March 2023 was 554,558,159.

5. Right to ask questions

A shareholder attending the meeting has the right to ask questions relating to the business being dealt with at the meeting in accordance with section 319A of the Act. In certain circumstances prescribed by section 319A of the Act, the Company need not answer a question.

6. Shareholder requests

Members may require the Company to publish on a website a statement setting out any matter relating to:

• (a) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or
• (b) any circumstance connected with an auditor of the Company ceasing to hold office since the last annual general meeting that the members propose to raise at the AGM, pursuant to requests under section 527 of the Act.

Website

A copy of this Notice of Meeting and the other information required by section 311A of the Act can be found on the Company's website, www.howdenjoinerygroupplc.com.

Data protection statement

Your personal data includes all data provided by you, or on your behalf, which relates to you as a shareholder, including your name and contact details, the votes you cast and your Shareholder Reference Number (attributed to you by the Company). The Company determines the purposes for which and the manner in which your personal data is to be processed. The Company and any third party to which it discloses the data (including the Company's Registrar) may process your personal data for the purposes of compiling and updating the Company's records, fulfilling its legal obligations and processing the shareholder rights you exercise.

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