Ibstock PLC

AGM Information • Apr 18, 2016

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any aspect of the proposals referred to in the document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant or other professional independent adviser. If you have sold or otherwise transferred all of your shares, please pass this document, together with the accompanying documents, to the purchaser or transferee, or to the person who arranged the sale or transfer, so that they can pass them to the person who now holds the shares.

IBSTOCK PLC

(incorporated in England and Wales under number 09760850)

Registered Office Leicester Road, Ibstock, Leicestershire LE67 6HS, United Kingdom

18 April 2016

Notice of Annual General Meeting 2016

Dear Shareholder,

I am writing to give you details of our Annual General Meeting ("AGM") to be held at 2:00 p.m. on 26 May 2016 at The Mercure Leicester, The Grand Hotel, Granby Street, Leicester LE1 6ES. The formal notice of Annual General Meeting is set out on pages 2 and 3 of this document and an explanation of certain of the business to be considered and voted on at the AGM is set out on pages 4 to 6.

We hope you will be able to join us for the meeting. However, if you are unable to do so, your vote remains important to us and we encourage you to complete the proxy form and return it to our Registrars as detailed in notes 2 and 3 on page 7, appoint your proxy electronically as detailed in note 4 on page 7 or, if you are a CREST member, appoint your proxy through the CREST proxy appointment service as detailed in note 5 on page 7. Please note that the deadline for the receipt by our Registrars of all proxy appointments is 2:00 p.m. on 24 May 2016.

Recommendation

The Board considers that all Resolutions set out in this notice of AGM are in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors recommend shareholders to vote in favour of these resolutions, as they intend to do in respect of their own shareholdings.

Adoption of the Reduced Disclosure Framework within Financial Reporting Standard (FRS) 102

The Financial Reporting Council (the "FRC") (the body responsible for setting UK standards for accounting, auditing and actuarial work) has published a suite of new financial reporting standards which replace UK GAAP in its entirety. Companies in the UK and Ireland are required to adopt this new accounting framework in their financial statements for periods commencing on or after 1 January 2015.

Under this new framework, the Group will continue to prepare consolidated financial statements under EU-adopted International Financial Reporting Standards ("IFRS").

The Directors have elected to present the financial statements of the parent company under "FRS 102 – the Financial Reporting Standard Applicable in the UK and Republic of Ireland". FRS 102 permits the financial statements of the parent company and its subsidiaries to be prepared under a reduced disclosure framework if these companies meet the definition of a qualifying entity.

The Directors have considered the criteria required to apply the reduced disclosure framework and have satisfied themselves that the parent company is eligible to adopt the reduced disclosure framework.

The Directors believe that it is in the best interests of the Group for the parent company, Ibstock plc, to adopt the reduced disclosure framework within FRS 102 for the year ending 31 December 2016 and future years. The use of a reduced disclosure framework for the parent company financial statements within the Group's Annual Report and Accounts is in line with many UK premium listed Groups and the Directors consider that no material disclosures within the current parent company financial statements will be omitted by applying these disclosure exemptions.

It should be noted that the reduced disclosures apply only to the individual financial statements of the parent company, Ibstock plc. The consolidated financial statements for the Group continue to be prepared under full IFRS. If reduced disclosures are applied, this will reduce the burden and cost of Ibstock plc's statutory reporting obligations without adversely impacting on the presentation of the Group financial statements.

If you do not object to this proposal, no further action is necessary.

A shareholder or shareholders holding in aggregate 5% or more of the total allotted shares in Ibstock plc may serve objections to the use of the disclosure exemptions on the Company, in writing, to its registered office (for the attention of the Company Secretary) not later than 1 July 2016.

Yours faithfully,

Jamie Pike Chairman

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Ibstock plc will be held at The Mercure Leicester, The Grand Hotel, Granby Street, Leicester LE1 6ES on 26 May 2016 at 2:00 p.m. to consider and, if thought fit, pass the following resolutions. Resolutions 1 to 16 will be proposed as ordinary resolutions of the Company, and resolutions 17 and 18 will be proposed as special resolutions of the Company.

Ordinary resolutions

Annual Report and Accounts 2015

1. To receive the Annual Report and Accounts for the financial period ended 31 December 2015.

Directors' Remuneration Report

1. To approve the Directors' Remuneration Report (excluding the Directors' remuneration policy set out on pages 61 to 73 of the report) for the financial period ended 31 December 2015, as set out on pages 56 to 78 of the Annual Report and Accounts 2015.

Directors' remuneration policy

1. To approve the Directors' remuneration policy, the full text of which is contained in the Directors' Remuneration Report for the financial period ended 31 December 2015, as set out on pages 61 to 73 of the Annual Report and Accounts 2015.

Final dividend

1. To declare a final dividend of 4.4 pence per ordinary share for the financial period ended 31 December 2015, payable on 3 June 2016 to ordinary shareholders named on the register of members at the close of business on 6 May 2016.

Directors

• 1. To re-elect Jamie Pike as a Director.
• 1. To re-elect Wayne Sheppard as a Director.
• 1. To re-elect Kevin Sims as a Director.
• 1. To re-elect Matthias Boyer Chammard as a Director.
• 1. To re-elect Jonathan Nicholls as a Director.
• 1. To re-elect Michel Plantevin as a Director.
• 1. To elect Tracey Graham as a Director.
• 1. To elect Lynn Minella as a Director.

Auditors

• 1. To re-appoint Ernst & Young LLP as the Company's auditor.
• 1. To authorise the Audit Committee to determine the remuneration of the auditor.

Political donations

• 1. That in accordance with section 366 of the Companies Act 2006 the Company and all companies that are subsidiaries of the Company at any time during the period for which this resolution has effect are authorised to:
• (a) make political donations to political parties or independent election candidates, not exceeding £100,000 in total;
• (b) make political donations to political organisations other than political parties, not exceeding £100,000 in total; and
• (c) incur political expenditure not exceeding £100,000 in total,

during the period beginning with the date of the passing of this resolution and ending on 1 July 2017 or, if sooner, the conclusion of the Annual General Meeting of the Company to be held in 2017.

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

Authority to allot shares

1. That:

2. (a) the Directors be authorised to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company:

3. (i) in accordance with Article 7 of the Company's Articles of Association, up to a maximum nominal amount of £1,353,672 (such amount to be reduced by the nominal amount of any equity securities (as defined in Article 8 of the Company's Articles of Association)) allotted under paragraph (ii) below in excess of £1,353,672; and
4. (ii) comprising equity securities (as defined in Article 8 of the Company's Articles of Association) up to a maximum nominal amount of £2,707,344 (such amount to be reduced by any shares allotted or rights granted under paragraph (i) above) in connection with an offer by way of a rights issue (as defined in Article 8 of the Company's Articles of Association);
5. (b) this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, or, if earlier, at the close of business on 1 July 2017; and
6. (c) all previous unutilised authorities under section 551 of the Companies Act 2006 shall cease to have effect (save to the extent that the same are exercisable pursuant to section 551(7) of the Companies Act 2006 by reason of any offer or agreement made prior to the date of this resolution which would or might require shares to be allotted or rights to be granted on or after that date).

Special resolutions

Disapplication of pre-emption rights

1. That:

2. (a) in accordance with Article 8 of the Company's Articles of Association, the Directors be given power to allot equity securities for cash;

3. (b) the power under paragraph (a) above (other than in connection with a rights issue, as defined in Article 8 of the Company's Articles of Association) shall be limited to the allotment of equity securities having a nominal amount not exceeding in aggregate £406,102;
4. (c) this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 1 July 2017; and
5. (d) all previous unutilised authorities under sections 570 and 573 of the Companies Act 2006 shall cease to have effect.

Notice period for general meetings

1. That a general meeting (other than an Annual General Meeting) may be called on not less than 14 clear days' notice.

By order of the Board,

Robert Douglas

Company Secretary

Registered office: Leicester Road Ibstock, Leicestershire LE67 6HS United Kingdom

Registered number 09760850

18 April 2016

The notes on the following pages give an explanation of the proposed resolutions.

Resolutions 1 to 16 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 17 and 18 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 1 – Annual Report and Accounts 2015

The Directors must present the Company's annual accounts and reports to the AGM.

Resolution 2 – approval of Directors' Remuneration Report

Shareholders are asked to approve the remuneration report that appears on pages 56 to 78 of the Annual Report and Accounts 2015 (excluding the Directors' remuneration policy set out on pages 61 to 73 of the report). This vote is advisory, and the Directors' entitlement to remuneration is not conditional on it.

Resolution 3 – approval of Directors' remuneration policy

Shareholders are asked to approve the Directors' remuneration policy which is set out in full in the remuneration report on pages 61 to 73 of the Annual Report and Accounts 2015. Once the Directors' remuneration policy is approved, the Company will not be able to make a remuneration payment to a current or future Director or a payment for loss of office to a current or past Director, unless that payment is consistent with the policy or has been approved by a resolution of the members of the Company.

Resolution 4 – declaration of dividend

The Directors are recommending a final dividend on the Company's ordinary shares of 4.4 pence per ordinary share to become due and payable on 3 June 2016 to shareholders on the register as at close of business on 6 May 2016. A final dividend can only be paid after the shareholders at general meeting have approved it.

Resolutions 5 to 12 – (re-)election of Directors

The Company's Articles of Association require all Directors to retire at each Annual General Meeting and those wishing to serve again to submit themselves for election or re-election. Accordingly, all the Directors are retiring from office and are submitting themselves for election or re-election by the shareholders at the 2016 AGM. Biographical details of the Directors standing for re-election are set out on pages 42 to 43 of the Annual Report and Accounts 2015. The Board believes that Tracey Graham and Lynn Minella should be elected because their performance has been effective and they have demonstrated commitment to the role. Additionally, the Chairman has confirmed that the performance of all other Directors continues to be effective and to demonstrate commitment to the role.

Resolutions 9, 11 and 12 (re-)election of Independent Directors

As explained on page 47 of the Annual Report and Accounts 2015, Diamond (BC) S.à r.l. (the "Controlling Shareholder") is a controlling shareholder of the Company for the purposes of the Listing Rules. This impacts the Company's process for approving the re-election of Jonathan Nicholls and the election of Tracey Graham and Lynn Minella, who are the Directors determined by the Board to be independent for the purposes of the UK Corporate Governance Code (the "Independent Director"), since, under the Listing Rules, such (re-)elections must be approved both by: (a) shareholders as a whole; and (b) those shareholders, other than the Controlling Shareholder, who are entitled to vote on the election of Directors (the "Independent Shareholders").

Resolutions 9, 11 and 12 are proposed as ordinary resolutions, on which all shareholders may vote. However, in addition, the Company will separately count the votes cast on each of these resolutions by Independent Shareholders and will calculate the proportion of such votes cast for and against the resolutions, in order to determine whether the (re-)elections have been approved by the Independent Shareholders.

Following the AGM, the Company will announce the results of ordinary resolutions 9, 11 and 12, as decided by shareholders as a whole and, in addition, will announce the result of the vote of Independent Shareholders in accordance with the Listing Rules. Under the Listing Rules, if a resolution to elect or re-elect an Independent Non-Executive Director is not approved by a majority vote of both the shareholders as a whole and the Independent Shareholders at the AGM, a further resolution may be put forward to be approved by the shareholders as a whole at a meeting which must be held more than 90 days after the date of the first vote but within 120 days of the first vote. The Listing Rules require the Company to provide details of (i) any previous or existing relationship, transaction or arrangement between each Independent Director and the Company, its Directors, the Controlling Shareholder or any associate of the Controlling Shareholder; (ii) why the Company considers the proposed Independent Director will be an effective Director, (iii) how the Company has determined that the proposed Director is an Independent Director; and (iv) the process by which the Company has selected each Independent Director. These details are provided below.

Relationships, transactions or arrangements

The Company has received confirmation from each of the Independent Directors that there is no existing or previous relationship, transaction or arrangement that the Independent Directors have nor have had with the Company, its Directors, any controlling shareholder or any associate of a controlling shareholder.

Effectiveness

The Board and its Committees are newly formed and sufficient time has not passed to conduct a meaningful Board evaluation process. Evaluation of the Board's performance, which will include a formal evaluation of the performance of each Independent Director, will be a key issue for the attention of the Board and its Committees during the next 12 months.

The Board has established a timetable of Board and Committee meetings. The Board and its Committees have also scheduled meetings at which the performance and effectiveness of the Board and its Committees will be evaluated. The Board is committed to conducting an externally facilitated evaluation of the effectiveness of the Board and its Committees within a three-year time frame.

The Independent Directors bring a wide range of experience and expertise to the Group's affairs and carry significant weight to the Board's discussions. The Independent Directors are encouraged to challenge management and help develop proposals on strategy.

The Board considers that each of the Independent Directors continues to make a valued contribution through their experience, expertise and background. The information on pages 42 and 43 of the Annual Report and Accounts 2015 details the experience, knowledge and skills that each of the Independent Directors brings to the Board as a whole.

Independence

The Board has considered the independence of the Company's Non-Executive Directors and intends to continue to do so on an annual basis. The Board takes into account whether the Director is independent in character and judgement, and whether there are any relationships or circumstances that are likely to affect or could appear to affect the Director's judgement.

Recruitment processes

The Nomination Committee (the "Committee") keeps the Board's balance of skills, knowledge and experience and the length of service of individuals under constant review. In respect of succession planning and supplementing the skill set of the Board, the Committee is responsible for the identification, evaluation and recommendation of candidates for appointment to the Board.

This process involves the Committee working with the Executive Directors and the wider Board to identify and agree the criteria for the appointment of any Independent Director to the Board. Once agreed, the Chairman of the Committee engages with and briefs an external recruitment consultancy. The external recruitment consultancy is asked to draw up a list of potential candidates for the Committee to review. The Committee considers the list of potential candidates and agrees a shortlist for interview by the Chairman, Chief Executive Officer and other members of the Committee and Board as appropriate. Subject to agreement by the Committee, the Committee then recommends the proposed appointee to the Board for consideration. This process was followed in respect of the appointments of Tracey Graham and Lynn Minella. A similar process involving an external recruitment consultancy was followed, prior to Admission, in respect of the appointment of Jonathan Nicholls.

Resolutions 13 and 14 – re-appointment and remuneration of the auditor

The Board is proposing the re-appointment of Ernst & Young LLP as the Company's auditor, following the recommendation of the Audit Committee. Resolution 14 authorises the Audit Committee to determine the auditor's remuneration.

Resolution 15 – political donations/expenditure

Part 14 of the Companies Act 2006, amongst other things, prohibits the Company and its subsidiaries from making EU 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. Aggregate donations made by the Group of £5,000 or less in any 12-month period will not be caught.

Neither the Company nor any of its subsidiaries has any intention of making any political donations or incurring any political expenditure. However, the Companies Act 2006 defines "political party", "political organisation", "political donation" and "political expenditure" widely. For example, bodies, such as those concerned with policy review and law reform or with the representation of the business community or sections of it, which the Company and/or its subsidiaries may see benefit in supporting, may be caught.

Accordingly, the Company wishes to ensure that neither it nor its subsidiaries inadvertently commits any breaches of the Companies Act 2006 through the undertaking of routine activities, which would not normally be considered to result in the making of political donations and political expenditure being incurred.

As permitted under the Companies Act 2006, the resolution covers the Company and extends to all companies which are subsidiaries of the Company at any time the authority is in place. The proposed authority will expire at the next Annual General Meeting of the Company or, if earlier, at close of business on 1 July 2017.

Resolution 16 – authority to allot shares

At the general meeting held prior to admission, the Directors were authorised, under section 551 of the Companies Act 2006, to allot ordinary shares without the prior consent of shareholders for a period expiring at the conclusion of the Annual General Meeting to be held in 2016 or, if earlier, at the close of business on the date which would be 15 months after 21 October 2015. It is proposed to renew this authority.

Paragraph (a)(i) of Resolution 16 will allow the Directors to allot ordinary shares up to a maximum nominal amount of £1,353,672 representing approximately one-third (33.33%) of the Company's existing issued share capital and calculated as at 15 April 2016 (being the latest practicable date prior to publication of this document). In accordance with institutional guidelines issued by the Investment Association, paragraph (a)(ii) of Resolution 16 will allow Directors to allot, including the ordinary shares referred to in paragraph (a)(i) of Resolution 16, further of the Company's ordinary shares in connection with a pre-emptive offer by way of a rights issue to ordinary shareholders up to a maximum nominal amount of £2,707,344, representing approximately two-thirds (66.67%) of the Company's existing issued share capital and calculated as at 15 April 2016 (being the latest practicable date prior to publication of this document).

The Directors have no present intention of exercising this authority. However, if they do exercise the authority, the Directors intend to follow best practice as regards its use, as recommended by the Investment Association.

As at 15 April 2016 (being the latest practicable date prior to publication of this document), the Company did not hold any shares in treasury.

Resolution 16 will be proposed as an ordinary resolution to renew this authority until the conclusion of the next AGM or, if earlier, the close of business on 1 July 2017.

Resolution 17 – disapplication of pre-emption rights (special resolution)

Also at the general meeting held prior to admission, a special resolution was passed, under sections 570 to 573 of the Companies Act 2006, empowering the Directors to allot equity securities for cash without first being required to offer such shares to existing shareholders. It is proposed that this authority also be renewed in line with institutional guidelines. If approved, the resolution will authorise the Directors, in accordance with the Articles of Association, to issue shares in connection with a rights issue or other pre-emptive offer and otherwise to issue shares for cash up to a maximum nominal amount of £406,102 which includes the sale on a non pre-emptive basis of any shares the Company holds in treasury for cash. The £406,102 maximum nominal amount of equity securities to which this authority relates represents approximately 10% of the issued share capital of the Company as at 15 April 2016 (being the latest practicable date prior to publication of this document).

The Directors intend to adhere to the provisions in the Pre-Emption Group's Statement of Principles, as updated in March 2015, and not to allot shares for cash on a non pre-emptive basis pursuant to the authority in Resolution 17:

• (a) in excess of an amount equal to 5% of the total issued ordinary share capital of the Company; or
• (b) in excess of an amount equal to 7.5% of the total issued ordinary share capital of the Company within a rolling three-year period, without prior consultation with shareholders,

in each case other than in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.

Resolution 17 will be proposed as a special resolution to renew this authority until the conclusion of the next Annual General Meeting or, if earlier, the close of business on 1 July 2017.

Resolution 18 – notice period for general meetings (special resolution)

The notice period required by the Companies Act 2006 for general meetings of the Company is 21 days unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days. (AGMs must always be held on at least 21 clear days' notice.) This resolution, if passed, authorises the calling of general meetings other than an AGM on not less than 14 clear days' notice, and will be effective until the Company's next Annual General Meeting, when it is intended that a similar resolution will be proposed. In order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting. The flexibility offered by this resolution will be used where, taking into account the circumstances and noting the recommendations of the UK Corporate Governance Code 2014, the Directors consider this appropriate in relation to the business to be considered at the meeting and in the interests of the Company and shareholders as a whole.

• 1. Only persons entered on the register of members of the Company at 6:00 p.m. on 24 May 2016 (or, in the event of any adjournment, on the date which is two business days before the time of the adjourned meeting) are entitled to attend and vote at the meeting either in person or by proxy and the number of ordinary shares then registered in their respective names shall determine the number of votes such persons are entitled to cast on a poll at the meeting.
• 1. A member is entitled to appoint a proxy to exercise all or any of his rights to attend and to speak and vote instead of him at the meeting. A member may appoint more than one proxy in relation to a meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. A proxy need not be a member of the Company. A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice.
• 1. The form of proxy and power of attorney or other authority, if any, under which it is signed or a notarially certified or office copy of such power or authority must be received by the Company's registrars, Capita Asset Services, PXS1, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF not later than 48 hours before the time appointed for the meeting. Completion and return of the form of proxy will not prevent you from attending and voting at the meeting instead of the proxy, if you wish. You must inform the Company's registrars in writing of any termination of the authority of a proxy.
• 1. You may submit your proxy electronically via the Capita shareholder portal which is accessible through the website of the Company's Registrars at www.capitashareportal.com and by following the online instructions. The Company will not accept any communication that is found to contain a computer virus. Electronic proxy appointments must be received by Capita no later than 2:00 p.m. (BST) on Tuesday 24 May 2016. A Form of Proxy will be held to be invalid if it is not lodged at the address specified on the Capita website.
• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
• 1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available by logging in at www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) by 2:00 p.m. on 24 May 2016. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
• 1. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
• 1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.
• 1. A person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
• 1. The statement of the rights of members in relation to the appointment of proxies in paragraphs 2, 3 and 4 above does not apply to a Nominated Person. The rights described in these paragraphs can only be exercised by registered members of the Company.
• 1. Nominated Persons are reminded that they should contact the registered holder of their shares (and not the Company) on matters relating to their investments in the Company.
• 1. As at 15 April 2016 (being the latest practicable date prior to publication of this document) the Company's issued share capital consists of 406,101,622 ordinary shares carrying one vote each. No shares were held in treasury. Therefore, the total voting rights in the Company as at 15 April 2016 are 406,101,622.
• 1. Copies of the service contracts of the Executive Directors and the Non-Executive Directors' terms of appointment are available for inspection at the registered office of the Company during normal business hours from the date of this notice and at the place of the meeting for a period from 15 minutes immediately before the meeting until its conclusion.
• 1. Voting on all resolutions will be conducted by way of a poll. This will result in a more accurate reflection of the views of shareholders by ensuring that every vote is recognised, including the votes of all shareholders who are unable to attend the meeting but who appoint a proxy for the meeting. On a poll, each shareholder has one vote for every ordinary share held.
• 1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
• 1. Under section 527 of the Companies Act 2006 members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) 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 Annual General Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the members requesting such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006, and it must forward the statement to the Company's auditors not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on its website.
• 1. A member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
• 1. A copy of this notice, and other information required by section 311A of the Companies Act 2006 can be found at www.ibstockplc.com.
• 1. You may not use any electronic address provided either in this Notice of Meeting or any related documents (including the Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.

Ibstock plc Leicester Road Ibstock, Leicestershire LE67 6HS T: +44 (0)1530 261 999 www.ibstockplc.com