SEVERFIELD PLC — Proxy Solicitation & Information Statement 2017

Jul 18, 2017

Severfield

Computershare

All Correspondence to:

Computershare Investor Services PLC

The Pavilions, Bridgwater Road,

Bristol, BS99 6ZY

MR A SAMPLE

SAMPLE STREET

SAMPLE TOWN

SAMPLE CITY

SAMPLE COUNTY

AA11 1AA

Form of Proxy - Annual General Meeting to be held on 6 September 2017

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

Control Number: 914501

SRN: C0000000000

PIN: 1245

View the Annual Report online: www.severfield.com

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's Registrars at:

Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 4 September 2017 at 12.00 noon.

Explanatory Notes:

1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1329 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

3. The 'Vote Withheld' option overleaf 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.

4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, 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 close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company 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.
6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 1329 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.

The alterations made to this form should be initialled.

The completion and return of this form will not preclude a member from attending the meeting and voting in person.

Kindly Note: This form is issued only to the addressee(s) and is specific to the level of designated account printed hereon. This personalised form is not transferable to the different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instrument that does not comply with these conditions.

All Named Holders

MR A SAMPLE

Additional Holder 1

Additional Holder 2

Additional Holder 3

Additional Holder 4

SG149

141782_135095_MAILI000001/000001/SG149

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Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

C0000000000

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Severfield plc to be held at Aldwark Manor Hotel, Aldwark, Alne, York YO61 1UF on 6 September 2017 at 12.00 noon, and at any adjourned meeting.

• For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

☐ Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

Please use a black pen. Mark with an X inside the box as shown in this example.

Ordinary Business	For	Against	Went
1. To receive and adopt the annual accounts and the reports of the Directors for the financial year ended 31 March 2017 together with the report of the auditors thereon.	☐	☑	☐
2. To approve the Directors' remuneration report (other than the part containing the Directors' remuneration policy) for the financial year ended 31 March 2017 as set out in the Annual Report and Accounts 2017.	☐	☐	☐
3. To approve the Directors' remuneration policy, the full text of which is set out on pages 83 to 90 of the Annual Report and Accounts 2017.	☐	☐	☐
4. To declare a final dividend of 1.6p per ordinary share in respect of the year ended 31 March 2017 payable on 15th September 2017 to shareholders on the register at the close of business on 18th August 2017.	☐	☐	☐
5. To reappoint John Dodds as a Director.	☐	☐	☐
6. To reappoint Ian Lawson as a Director.	☐	☐	☐
7. To reappoint Ian Cochrane as a Director.	☐	☐	☐
8. To reappoint Alan Dunsmore as a Director.	☐	☐	☐
9. To reappoint Derek Randall as a Director.	☐	☐	☐
10. To reappoint Alun Griffiths as a Director.	☐	☐	☐
11. To reappoint Chris Holt as a Director.	☐	☐	☐
For	Against	Went
---	---	---
12. To reappoint Tony Osbaldiston as a Director.	☐	☐
13. To reappoint Kevin Whiteman as a Director.	☐	☐
14. To reappoint KPMG LLP as auditors of the Company to hold office until the conclusion of the next Annual General Meeting of the Company in 2018.	☐	☐
15. To authorise the Directors to determine the auditors' remuneration.	☐	☐
Special Business
16. To authorise the Directors to allot securities of the Company.	☐	☐
17. To authorise the Directors to dis-apply pre-emption rights in relation to the issue of securities of the Company.	☐	☐
18. To authorise the Directors to dis-apply pre-emption rights in connection with an acquisition or specified capital investment.	☐	☐
19. To authorise the Company to make market purchases of the Company's ordinary shares.	☐	☐
20. That a general meeting of the Company (other than an annual general meeting) may be called on not less than 14 clear day's notice.	☐	☐
21. To approve the Performance Share Plan.	☐	☐
22. That, the aggregate amount of fees payable to each Director for their services as director under the Articles of Association be increased to £200,000.	☐	☐

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed, we may may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

H789

SVR

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Severfield

Computershare

ATTENDANCE CARD - DO NOT SEND BACK

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation

MR A SAMPLE
< DESIGNATION>
SAMPLE STREET
SAMPLE TOWN
SAMPLE CITY
SAMPLE COUNTY
AA11 1AA

Additional Holders:
ADDITIONAL HOLDER 1
ADDITIONAL HOLDER 2
ADDITIONAL HOLDER 3
ADDITIONAL HOLDER 4

The Chairman of Severfield plc invites you to attend the Annual General Meeting of the Company to be held at Aldwark Manor Hotel, Aldwark, Alne, York YO61 1UF on 6 September 2017 at 12.00 noon.

Attendance Card

Shareholder Reference Number
C00000000000
MAL

AGM information

Time

The meeting will start at 12.00 noon. Please arrive no later than 11.45 am for registration.

Refreshments

Tea and coffee will be served between 11.30 am and 12 pm and light refreshments will be available for a period at the end of the meeting room.

Venue

The meeting will be held on 6 September 2017 at Aldwark Manor Hotel, Aldwark, Alne, York YO61 1UF.

141782_135095_MAILI000001/000002/SG131/I

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Poll Card

To be completed only at the Annual General Meeting if a Poll is called.

Please use a black pen. Mark with an X inside the box as shown in this example. ☑

Ordinary Business

1. To receive and adopt the annual accounts and the reports of the Directors for the financial year ended 31 March 2017 together with the report of the auditors thereon.
2. To approve the Directors' remuneration report (other than the part containing the Directors' remuneration policy) for the financial year ended 31 March 2017 as set out in the Annual Report and Accounts 2017.
3. To approve the Directors' remuneration policy, the full text of which is set out on pages 83 to 90 of the Annual Report and Accounts 2017.
4. To declare a final dividend of 1.6p per ordinary share in respect of the year ended 31 March 2017 payable on 15th September 2017 to shareholders on the register at the close of business on 18th August 2017.
5. To reappoint John Dodds as a Director.
6. To reappoint Ian Lawson as a Director.
7. To reappoint Ian Cochrane as a Director.
8. To reappoint Alan Dunsmore as a Director.
9. To reappoint Derek Randall as a Director.
10. To reappoint Alun Griffiths as a Director.
11. To reappoint Chris Holt as a Director.

For	Against	Withheld
☐	☐	☐
12. To reappoint Tony Osbaldiston as a Director.	☐	☐
---	---	---
13. To reappoint Kevin Whiteman as a Director.	☐	☐
---	---	---
14. To reappoint KPMG LLP as auditors of the Company to hold office until the conclusion of the next Annual General Meeting of the Company in 2018.	☐	☐
---	---	---
15. To authorise the Directors to determine the auditors' remuneration.	☐	☐
---	---	---

Special Business

1. To authorise the Directors to allot securities of the Company.
2. To authorise the Directors to dis-apply pre-emption rights in relation to the issue of securities of the Company.
3. To authorise the Directors to dis-apply pre-emption rights in connection with an acquisition or specified capital investment.
4. To authorise the Company to make market purchases of the Company's ordinary shares.
5. That a general meeting of the Company (other than an annual general meeting) may be called on not less than 14 clear day's notice.
6. To approve the Performance Share Plan.
7. That, the aggregate amount of fees payable to each Director for their services as director under the Articles of Association be increased to £200,000.

12. To reappoint Tony Osbaldiston as a Director.	☐	☐	☐

Kindly Note

This form is issued only to the addressee(s) and is specifically for unique designated account printed hereon. This personalised form is not to be used between different (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

Please sign in box below