HOWDEN JOINERY GROUP PLC (the "Company")
Special business approved on a poll at the Annual General Meeting of the Company held on 2 May 2024 at Freshfields Bruckhaus Deringer LLP, 100 Bishopsgate, London, EC2P 2SR:
Ordinary Resolution 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 annual general meeting, 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.
Ordinary Resolution 14
- (a) That the Directors be and are hereby generally and unconditionally authorised pursuant to section 1114 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.
- comprising equity securities (as defined in the Act) up to an aggregate nomical amount of ii. £36,578,223 (including within such limit any shares allotted or rights granted under (i) above) in connection with an offer to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings 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 until (unless previously renewed, varied or revoked by the Company in general meeting) the end of next year's annual general meeting or, if earlier, until the close of business on 2 August 2025 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 Directors 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 That paragraph (o) Shall Do willious project any security into shares, pursuant to an offer or onarol, or grant ights to company before the expiry of the authority pursuant to which such offer or agreement was made.
Special Resolution 15
Special Nesolution 10 Resolution 14, and in place of all existing powers, the Directors be and are hereby generally empowered pursuant to section 570 and section 573 of the Act to allot E61 of the Act (as defined in the Act) for cash, under the authority given by Resolution 14 as if section 561 of the Act 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 to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings to of a har 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, they consider hose hose 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 £2.743.367:
- (c) shall apply (unless previously renewed, varied or revoked by the Company in general meeting) until the end of next year's annual general meeting or, if earlier, until the close of business on 2 August 2025 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 Directors 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 Act as if in the first paragraph of this resolution the words 'under the authority given by Resolution 14' were omitted.
Special Resolution 16
That the Company be and is hereby generally and unconditionally authorised to make one or more That the Oompany be and is noreby gonesaction 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 54,867,335;
- (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:
- 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. arramount are 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 2 August 2025; 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.
Special Resolution 17
Special Resolution 17
That a general meeting other than an annual general meeting may be called on no less than 14 clear days' notice.
Paul Hayes Director 1 2 May 2024