Ibstock PLC — Proxy Solicitation & Information Statement 2016

Apr 18, 2016

ATTENDANCE CARD AND POLL CARD IBSTOCK PLC (the "Company") - ANNUAL GENERAL MEETING

The Chairman of the Company invites you to attend the Annual General Meeting of the Company to be held at The Mercure Leicester, The Grand Hotel, Granby Street, Leicester LE1 6ES on Thursday 26 May 2016 at 2:00 p.m.

If you wish to attend this meeting in your capacity as a holder of Ordinary Shares, please sign this card and on arrival show it to the Company's registrars, Capita Asset Services. This will facilitate entry to the meeting and identify you as a shareholder.

Bar Code:

Investor Code:

Signature of person attending

To be completed only at the Annual General Meeting

Voting at the Annual General Meeting will be by way of a poll using this poll card. The Chairman of the meeting will give guidance on the conduct of the poll. Please DO NOT return this part by post, only return the Form of Proxy attached below, if you wish to appoint a proxy.

Please mark 'X' to indicate how you wish to vote when requested.

Resolutions	For	Against	Withheld
1. To receive the Annual Report and accounts for the financial period ended 31 December 2015.	☑	☑	☑
2. To approve the Directors' Remuneration Report (excluding the Directors' remuneration policy set out on pages 61 to 73 of the report).	☑	☑	☑
3. To approve the Directors' remuneration policy set out on pages 61 to 73 of the report.	☑	☑	☑
4. To declare a final dividend of 4.4 pence per ordinary share for the financial period ended 31 December 2015.	☑	☑	☑
5. To re-elect Jamie Pike as a Director.	☑	☑	☑
6. To re-elect Wayne Sheppard as a Director.	☑	☑	☑
7. To re-elect Kevin Sims as a Director.	☑	☑	☑
8. To re-elect Matthias Boyer Chammard as a Director.	☑	☑	☑
9. To re-elect Jonathan Nicholls as a Director.	☑	☑	☑
10. To re-elect Michel Plantevin as a Director.	☑	☑	☑
11. To elect Tracey Graham as a Director.	☑	☑	☑
12. To elect Lynn Minella as a Director.	☑	☑	☑
13. To re-appoint Ernst & Young LLP as the Company's auditor.	☑	☑	☑
14. To authorise the Audit Committee to determine the remuneration of the auditor.	☑	☑	☑
15. To authorise the Company to make political donations.	☑	☑	☑
16. To authorise the Directors to allot shares.	☑	☑	☑
Special Resolutions
17. To disapply pre-emption rights.	☑	☑	☑
18. That a general meeting (other than an Annual General Meeting) may be called on not less than 14 clear days' notice.	☑	☑	☑

Please detach before posting to Capita Asset Services (see note 11).

FORM OF PROXY

You may submit your proxy electronically using the Capita Share Portal at www.capitashareportal.com. If you have not already registered for the share portal, you will need your Investor Code below.

IBSTOCK PLC (the "Company") - ANNUAL GENERAL MEETING

Bar Code:

I/We being a member of the Company appoint the Chairman of the Meeting (see note 1) or

Name of proxy

Number of shares proxy appointed over

Investor Code:

Event Code:

as my/our proxy to attend, speak and vote on my/our behalf at the Annual General Meeting of the Company to be held at The Mercure Leicester, The Grand Hotel, Granby Street, Leicester LE1 6ES on Thursday 26 May 2016 at 2:00 p.m. and at any adjournment thereof.

☐ Please indicate, by ticking this box, if this is one of more than one appointment of a proxy in respect of your holding (see note 2).

RESOLUTIONS

Please mark 'X' to indicate how you wish your votes to be cast. If you wish to abstain from voting on a resolution, please indicate this with an 'X' in the vote withheld box opposite the resolution (see note 6).

	For	Against	Withheld
1. To receive the Annual Report and Accounts for the financial period ended 31 December 2015.	☑	☑	☑
2. To approve the Directors' Remuneration Report (excluding the Directors' remuneration policy).	☑	☑	☑
3. To approve the Directors' remuneration policy set out on pages 61 to 73 of the report.	☑	☑	☑
4. To declare a final dividend of 4.4 pence per ordinary share for the financial period ended 31 December 2015.	☑	☑	☑
5. To re-elect Jamie Pike as a Director.	☑	☑	☑
6. To re-elect Wayne Sheppard as a Director.	☑	☑	☑
7. To re-elect Kevin Sims as a Director.	☑	☑	☑
8. To re-elect Matthias Boyer Chammard as a Director.	☑	☑	☑
9. To re-elect Jonathan Nicholls as a Director.	☑	☑	☑
	For	Against	Withheld
---	---	---	---
10. To re-elect Michel Plantevin as a Director.	☑	☑	☑
11. To elect Tracey Graham as a Director.	☑	☑	☑
12. To elect Lynn Minella as a Director.	☑	☑	☑
13. To re-appoint Ernst & Young LLP as the Company's auditor.	☑	☑	☑
14. To authorise the Audit Committee to determine the remuneration of the auditor.	☑	☑	☑
15. To authorise the Company to make political donations.	☑	☑	☑
16. To authorise the Directors to allot shares.	☑	☑	☑
Special Resolutions
17. To disapply pre-emption rights.	☑	☑	☑
18. That a general meeting (other than an Annual General Meeting) may be called on not less than 14 clear days' notice.	☑	☑	☑

I/We would like my/our proxy to vote on each of the resolutions proposed at the meeting as indicated above. Unless otherwise instructed the proxy may vote as they see fit or abstain in relation to any business of the meeting.

Signature(s)/ Common seal

Date

(see notes 3 and 4)

---

ATTENDANCE CARD AND POLL CARD

IBSTOCK PLC (the "Company") – ANNUAL GENERAL MEETING

to be held on Thursday 26 May 2016

Notes

1. Every member has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting on a show of hands or on a poll. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy in the space provided (see overleaf). If the proxy is being appointed in relation to less than your full voting entitlement, please enter the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this Form of Proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).

2. To appoint more than one proxy you may photocopy this form. Please indicate the proxy's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of total shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given by ticking the box provided (see overleaf). All forms must be signed and should be returned together in the same envelope. No proxy may be authorised to exercise votes which any other proxy has been authorised to exercise.

3. This form must be signed and dated by the shareholder or his or her attorney duly authorised in writing. In the case of a corporation, this proxy must be given under its common seal or signed on its behalf by a duly authorised officer stating his or her capacity (e.g. Director, secretary) or an attorney.

4. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. The vote of the senior holder who tenders a vote whether in person or by proxy will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority is determined by the order in which the names stand in the Register of Members in respect of the joint holding.

5. Voting at the Annual General Meeting will be by way of a poll, using a poll card. To direct your proxy how to vote, mark the appropriate box with an 'X' on the Form of Proxy.

6. The 'Vote Withheld' option is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

7. In the absence of instructions, your proxy may vote or refrain from voting as he or she thinks fit on the resolution and, unless instructed otherwise, your proxy may also vote or refrain from voting as he or she thinks fit on any other business (including amendments to any resolution) which may properly come before the meeting.

8. The completion and return of this form will not preclude a member from attending the meeting and voting in person. If you attend the meeting in person, your proxy appointment will automatically be terminated.

9. Entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6:00 p.m. on Tuesday 24 May 2016, or in the event that the meeting is adjourned, in the Register of Members 48 hours before the time of the adjourned meeting. Changes to entries to the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

10. CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST manual (available via www.euroclear.com/CREST). To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or amends a previous instruction, must be transmitted so as to be received by the issuers' agent, Capita Asset Services (ID RA10), by 2:00 p.m. on Tuesday 24 May 2016.

11. To be effective, the Form of Proxy must be lodged, duly completed, with Capita Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF during usual business hours, accompanied by (if applicable) any power of attorney under which it is executed or other authority under which it is signed or a notarially certified copy of such power or authority no later than 2:00 p.m. on Tuesday 24 May 2016, in hard copy by post, courier or by hand, or via www.capitashareportal.com.

12. If you prefer, you may return the Form of Proxy to the Registrar in an envelope addressed to FREEPOSIT CAPITA PXS to be received no later than 2:00 p.m. on Tuesday 24 May 2016. No other detail is required on the envelope.

13. The right to appoint a proxy does not apply to any person who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a 'Nominated Person'). A Nominated Person may, under an agreement between him or her and the registered shareholder by whom he or 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 or she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

Business Reply Plus
Licence Number
RLUB-TBUX-EGUC

PXS 1
34 Beckenham Road
BECKENHAM
BR3 4ZF