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SIG PLC AGM Information 2011

Apr 5, 2011

5276_agm-r_2011-04-05_2d889712-f871-448a-829a-269fb020de23.pdf

AGM Information

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action you should take you should immediately seek advice from your stockbroker, bank manager, solicitor, accountant or other independent professional advisor duly authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in SIG plc, please forward this letter and the Form of Proxy as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

SIG plc (Registered in England No. 998314)

Chairman's Letter to Shareholders and Notice of Annual General Meeting

The Annual General Meeting is to be held at the Aston Hotel, Britannia Way, Catcliffe, Sheffield S60 5BD on Wednesday 11 May 2011 at 12 noon

The Notice of Annual General Meeting is set out on pages 4 and 5 of this Letter.

C. J. Davies Langsett Road G. W. Davies Sheffield M. J. Chivers S6 2LW C. V. Geoghegan J. C. Nicholls 5 April 2011

Directors: egistere ffice: L. Van de Walle Hillsborough Works

Dear Shareholder,

ANNUAL N AL M N

I am writing to explain in detail the three items of business contained in Resolutions 11, 12 and 13 of the Notice of Annual General Meeting to be dealt with at this year's Annual General Meeting (the "2011 AGM") of SIG plc ("the Company"), to be held at 12 noon on Wednesday 11 May 2011 at the Aston Hotel, Britannia Way, Catcliffe, Sheffield S60 5BD. The Notice of Annual General Meeting is set out on pages 4 and 5 of this letter. The Annual Report for the year ended 31 December 2010 accompanies this letter.

In addition to the aforementioned business Shareholders are being asked through Resolutions 1 to 10 to receive and adopt the Annual Report and Accounts, approve the Directors' Remuneration Report, elect and re-elect all Board Members, re-appoint Deloitte LLP as Auditors of the Company for a further year and authorise the Directors to determine the Auditors remuneration. In accordance with a new provision included in the Governance Code, all Directors are seeking re-election with the exception of Mr. Van de Walle, who having been appointed to the Board during the year, is seeking election.

The Non-Executive Directors standing for re-election are Mr. C. V. Geoghegan and Mr. J. C. Nicholls. It is the view of the Board that each of the Non-Executive Directors standing for election brings considerable management experience and independent perspective to the Board's discussions and is considered to be independent of management and free from any relationship or circumstance that could affect, or appear to affect, the exercise of their independent judgement. The Board has confirmed, following a performance review, that each of Mr Geoghegan and Mr Nicholls, who are standing for re-election, continue to perform effectively and demonstrate commitment to each of their roles. Brief biographical notes for each of the Directors standing for election or re-election are included in the notes to this letter. I strongly recommend that you vote in favour of the re-election of these Directors and the Executive Directors.

AU H Y ALL QU Y U ( LU N 11)

Resolution 11 deals with the Directors' authority to allot shares.

At the last Annual General Meeting of the Company held on 13 May 2010, the Directors were given authority to allot ordinary shares in the capital of the Company up to a maximum nominal amount of £39,388,622 representing approximately two thirds of the Company's then issued ordinary share capital. This authority expires at the end of the 2011 AGM. Resolution 11 will, if passed, renew this authority.

In December 2008, the Association of British Insurers ("ABI") revised its guidelines on Directors' authority to allot shares (in line with the recommendations of the report in issued in November 2008 by the Rights Issue Review Group). The guidelines state that ABI members will permit, and treat as routine, a request for authority to allot shares representing up to one third of the Company's issued share capital. In addition, they will treat as routine a request for authority to allot shares representing an additional one third of the Company's issued share capital provided that it is only used to allot shares pursuant to a fully pre-emptive rights issue.

In light of these guidelines, the Board considers it appropriate that the Directors be granted authority to allot shares in the capital of the Company up to a maximum nominal amount of £39,388,622, representing the guideline limit of approximately 66% of the Company's issued ordinary share capital as at 31 March 2011 (the latest practicable date prior to the publication of this letter). Of this amount 196,943,110 shares (representing approximately 33% of the Company's issued ordinary share capital) can only be allotted pursuant to a rights issue. The power will last until the conclusion of the next Annual General Meeting of the Company or, if earlier, 11 August 2012.

The Directors have no present intention of exercising this authority.

As at the date of this letter, the Company does not hold any ordinary shares in the capital of the Company in treasury.

P - MP V ALL M N QU Y U ( LU N 12)

Resolution 12 will give the Directors authority to allot shares in the capital of the Company, pursuant to the authority granted under Resolution 11 above, for cash without complying with the pre-emption rights in the 2006 Act in certain circumstances. In the light of the ABI guidelines described in relation to Resolution 11 above, this authority will permit the Directors to allot:

  • (a) shares up to a nominal amount of £39,388,622 (representing approximately two thirds of the Company's issued share capital) on an offer to existing Shareholders on a pre-emptive basis. However unless the shares are allotted pursuant to a right issue (rather than an open offer), the Directors may only allot shares up to a nominal amount of £19,694,311 (representing one third of the Company's issued share capital) (in each case subject to any adjustments, such as for financial entitlements and overseas Shareholders, as the Directors see fit); and
  • (b) shares up to a maximum nominal value of £2,954,147, representing approximately 5% of the issued ordinary share capital of the Company as at 31 March 2011 (the latest practicable date prior to publication of this letter) otherwise than in connection with an offer to existing Shareholders.

The Directors have no present intention of exercising this authority.

Your Directors will have due regard to institutional guidelines in relation to any exercise of this power, in particular the requirement for advance consultation and explanation before making any non pre-emptive cash issue pursuant to this Resolution which exceeds 7.5% of the Company's issued share capital in any rolling three year period.

The authority contained in Resolution 12 will expire upon the expiry of the general authority conferred in Resolution 11 (i.e. at the end of the next Annual General Meeting of the Company or, if earlier, 11 August 2012).

AU H Y PU HA D NA Y HA ( LU N 13)

It is a requirement of Section 693 of the Companies Act 2006 that a company shall not make a market purchase of its own shares unless the purchase has first been authorised by the Company in general meeting. Accordingly, Resolution 13, to be proposed at the 2011 AGM as a Special Resolution, gives the Directors power to make market purchases of the Company's shares up to a maximum of £5,908,293 (representing approximately 10% of the current issued ordinary share capital of the Company as at 31 March 2011) and sets maximum and minimum prices. This power will expire on the conclusion of the 2012 Annual General Meeting. It is intended that purchases will only be made on the London Stock Exchange. This is not intended to imply that shares will be purchased. The Directors believe that it is in the best interests of all Shareholders that the Company should have the flexibility to make market purchases of its own shares, taking into account the financial resources of the Company, the Company's share price and future funding opportunities. The effect of such purchases would be to reduce the number of shares in issue and, accordingly, the Directors would make such purchases only if it would be in the best interests of Shareholders generally and, in any case, if it would result in an increase in earnings per share. Listed companies purchasing their own shares are allowed to hold them in treasury as an alternative to cancelling them. Shares held in treasury in this manner would be available for resale by the Company at a later date providing additional flexibility in the management of the Company's capital base.

Accordingly, if Resolution 13 is passed at the 2011 AGM, the Company may either cancel or hold, as treasury shares, any of its own shares that it purchases pursuant to the authority conferred by Resolution 13. No dividends will be paid on shares whilst held in treasury and no voting rights will attach to the treasury shares. The Company currently holds no ordinary shares in treasury.

The Directors have no current intention of using the powers sought under Resolution 13 but consider it advisable to pass this Resolution in order that they can be prepared to take advantage of future situations which may arise.

As at 31 March 2011 (the latest practicable date prior to the publication of this letter), there were options outstanding over 2,782,562 ordinary shares in the capital of the Company representing 0.5% of the Company's issued ordinary share capital. If the authority to purchase the Company's ordinary shares was exercised in full, these options would represent 0.5% of the Company's issued ordinary share capital.

MM NDA N AND A N B AK N

Your Directors believe that all the proposals to be considered at the 2011 AGM will promote the success and are in the best interests of the Company and its Shareholders as a whole. They recommend that you vote in favour of the proposed Resolutions as they intend to do in respect of their personal shareholdings in the Company, which, in aggregate, amount to 495,763 shares.

Whether or not you are able to attend the 2011 AGM, your vote is still important and I would encourage you, regardless of the number of shares you own, to complete, sign and return the accompanying Form of Proxy so as to reach the Company's Registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, not less than 48 hours before the time fixed for the holding of the 2011 AGM. Alternatively, Shareholders may also register their proxy appointment and voting instructions electronically. Please refer to the notes on pages 6 to 8 of this Notice for further details on how to appoint a proxy and vote electronically. The completion and return of a Form of Proxy will not prevent you from attending and voting in person at the 2011 AGM if you so wish.

Yours faithfully

L V W Chairman

SIG N f

Notice is hereby given that the Annual General Meeting of the members of SIG plc ("the Company") will be held at the Aston Hotel, Britannia Way, Catcliffe, Sheffield S60 5BD on Wednesday 11 May 2011 at 12 noon (the "2011 AGM" or the "Meeting") to consider and, if thought fit, to pass Resolutions 1 to 11 inclusive as ordinary resolutions and Resolutions 12 and 13 as special resolutions.

    1. To receive and adopt the financial statements for the year ended 31 December 2010 together with the reports of the Directors and Auditors thereon.
    1. To approve the Directors' Remuneration Report for the year ended 31 December 2010.
    1. To elect Mr. L. Van de Walle as a Director.
    1. To re-elect Mr. M. J. Chivers as a Director.
    1. To re-elect Mr. C. J. Davies as a Director.
    1. To re-elect Mr. G. W. Davies as a Director.
    1. To re-elect Mr. C. V. Geoghegan as a Director.
    1. To re-elect Mr. J. C. Nicholls as a Director.
    1. To re-appoint Deloitte LLP as Auditors to the Company, to hold office until the conclusion of the next general meeting at which financial statements are laid before the Company.
    1. To authorise the Directors to determine the Auditors' remuneration.
    1. That the Directors of the Company be and they are hereby generally and unconditionally authorised for the purposes of Section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and grant rights to subscribe for, or convert any security into, shares in the Company ("Rights"):
  • (a) up to an aggregate nominal amount of £19,694,311; and
  • (b) up to a further aggregate nominal amount of £19,694,311 provided that: (i) they are equity securities (within the meaning of Section 560 (I) of the Companies Act 2006); and (ii) they are offered by way of a rights issue to holders of ordinary shares on the register of members at such record dates as the Directors may determine where the equity securities respectively attributable to the interests of the ordinary Shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record dates, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depository receipts or any other matter,

provided that this authority shall expire at the end of the next Annual General Meeting of the Company or, if earlier, on 11 August 2012, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired; and all unexercised authorities previously granted to the Directors to allot shares and grant Rights to be and are hereby revoked.

    1. That the Directors be and they are hereby empowered pursuant to Sections 570 and 573 of the Companies Act 2006 to allot equity securities (within the meaning of Section 560 of the Companies Act 2006) for cash either pursuant to the authority conferred by Resolution 11 above or by way of a sale of treasury shares as if Section 561(I) of the Companies Act 2006 did not apply to any such allotment provided that this power shall be limited to:
  • (a) the allotment of equity securities in connection with an offer of securities (but in the case of the authority granted under paragraph (b) of Resolution 11 by way of rights issue only) in favour of the holders of ordinary shares on the register of members at such record dates as the Directors may determine where the equity securities respectively attributable to the interests of the ordinary Shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record dates, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fraction entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depository receipts or any other matter and;
  • (b) the allotment (otherwise than pursuant to sub-paragraph (a) of this Resolution 12) to any person or persons of equity securities up to an aggregate nominal amount of £2,954,147,

and shall expire upon the expiry of the general authority conferred by Resolution 11 above, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.

    1. That the Company be generally and unconditionally authorised, pursuant to and in accordance with Sections 693 and 701 of the Companies Act 2006, to make market purchases (as defined in Section 693 (4) of that Companies Act 2006) of up to 59,082,930 ordinary shares of 10p each in the capital of the Company (being approximately 10% of the current issued ordinary share capital of the Company as at 31 March 2011) on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:
  • (a) the amount paid for each ordinary share (exclusive of expenses) shall not be more than 5% above the average of the middle market quotations for an ordinary share in the Company as derived from the Daily Official List of The London Stock Exchange plc for the five business days immediately preceding the date on which the contract for the purchase is made;
  • (b) the minimum price which may be paid for an ordinary share (exclusive of expenses) is 10p; and
  • (c) the authority herein contained shall expire at the conclusion of the 2012 Annual General Meeting of the Company provided that the Company may, before such expiry, make a contract to purchase its ordinary shares which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of its ordinary shares in pursuance of any such contract as if the authority conferred hereby had not expired.

By order of the Board

R MONRO REGISTERED O ICE

Secretary Hillsborough Works 5 April 2011 Langsett Road Sheffield S6 2LW Registered No. 998314

SIG f

N :

    1. A member entitled to attend and vote at the aforementioned meeting is entitled to appoint one or more proxies to exercise all or any of his rights to attend, speak and vote at the Meeting. A member can appoint more than one proxy in relation to the Meeting, provided that each proxy is appointed to exercise the rights attaching to different shares held by him.
    1. A proxy need not also be a member of the Company but must attend the Meeting in person. A Form of Proxy accompanies this notice of Annual General Meeting and the notes to the Form of Proxy set out the details of how to appoint a proxy.
    1. A copy of this notice has been sent for information only to persons who have been nominated by a member to enjoy information rights under Section 146 of the Companies Act 2006 (a "Nominated Person"). The rights to appoint a proxy cannot be exercised by a Nominated Person: they can only be exercised by the member. However, a Nominated Person may have a right under an agreement between him and the member by whom he was nominated to be appointed as a proxy for the Meeting or to have someone else so appointed. If a Nominated Person does not have such a right or does not wish to exercise it, he/she may have a right under such an agreement to give instructions to the member as to the exercise of voting rights.
    1. To appoint a proxy or proxies Shareholders must complete: (a) the Form of Proxy and return it, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of the same to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, or by using the reply-paid envelope provided; or (b) a CREST proxy instruction as detailed below or; (c) an online proxy appointment at www.eproxyappointment.com (you will need your unique PIN and Shareholder Reference Number, together with the Control number, printed on the Form of Proxy), in each case so that it is received no later than 12 noon on 9 May 2011. The appointment of a proxy will not preclude a member from attending and voting in person. If a member attends the Meeting in person, his proxy appointment will automatically be terminated.
    1. A member may change proxy instructions by returning a new proxy appointment using the methods set out above. Where a member has appointed a proxy using the hard copy Form of Proxy and would like to change the instructions using another hard-copy proxy form, please contact Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY. The deadline for receipt of proxy appointments in paragraph 4 above also applies in relation to amended instructions. Any attempt to terminate or amend a proxy appointment received after the relevant deadline will be disregarded. Where two or more valid separate appointments of proxy are received in respect of the same share in respect of the same Meeting, the one which is last sent shall be treated as replacing and revoking the other or others. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first name being the most senior).
    1. In conjunction with its Registrars, the Company has in place a facility to allow each Shareholder to register proxy votes electronically. Detailed information of how to do this is set out on the Form of Proxy. A member can register proxy votes electronically by either logging on to the Registrars' website (www.eproxyappointment.com) and following the instructions, or, CREST members may register proxy votes following the procedures set out in the CREST Manual.
    1. A "Vote withheld" is not a vote at law, which means that the vote will not be counted in the proportion of votes "For" and "Against" the relevant resolution. A shareholder who does not give any voting instructions in relation to a resolution should note that his proxy will have authority to vote or withhold a vote on that resolution as he thinks fit. A proxy will also have authority to vote or to withhold a vote on any other business (including amendments to resolutions) which properly come before the 2011 AGM as he/she thinks fit.
    1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Annual General Meeting and any adjournment(s) of the meeting by using the procedures described in the CREST Manual on the Euroclear website (www.euroclear.com/CREST). CREST Personal Members or other CREST sponsored members and those CREST members who have appointed a voting 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.

N co ti e :

8. continued

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's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given by a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's agent (ID 3RA50) by the latest time(s) for receipt of proxy appointments set out above. 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 agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

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 messages. 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(s), to procure that his CREST sponsor or voting provider(s) take(s)) such action as is 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.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 3(5) (a) of the Uncertificated Securities Regulations 2001.

    1. To be entitled to attend and vote at the Meeting, Shareholders must be registered in the register of members of the Company at 6.00pm on 9 May 2011 (or, if the Meeting is adjourned, at 6.00pm on the date which is two days prior to the adjourned meeting). Changes to entries on the register after this time shall be disregarded in determining the rights of any person to attend and vote (and the number of votes they may cast) at the Meeting or adjourned meeting.
    1. As at 31 March 2011 (being the latest business day prior to the publication of this Notice), the Company's issued share capital consists of 590,829,339 ordinary shares, carrying one vote each. Therefore the total voting rights in the Company are 590,829,339.
    1. The following documents will be available for inspection during normal business hours at the registered office of the Company until 10 May 2011 and at Aston Hotel, Britannia Way, Catcliffe, Sheffield S60 5BD from 11.15am on 11 May 2011 until the conclusion of the meeting:
  • copies of the Executive Directors' service contracts;
  • copies of letters of appointment of the Non-Executive Directors; and
  • letters of indemnity for each of the Directors.
    1. Please note that the Company takes all reasonable precautions to ensure no viruses are present in any electronic communication it sends out but the Company cannot accept responsibility for loss or damage arising from the opening or use of any email or attachments from the Company and recommend that the Shareholders subject all messages to virus checking procedures prior to use. Any electronic communication received by the Company, including the lodgement of an electronic Form of Proxy, that is found to contain any virus will not be accepted.
    1. Shareholders vote on a show of hands, unless a poll is validly called. This is a more transparent method of voting as member votes are to be counted according to the number shares held. As soon as practicable following the 2011 AGM, the results of the voting at the Meeting and the numbers of proxy votes cast for and against and the number of votes actively withheld in respect of each of the Resolutions will be announced via a Regulatory Information Service and also placed on the Company's website www.sigplc.com.

SIG f

N co ti e :

    1. A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the 2011 AGM. In accordance with the provisions of the Companies Act 2006, each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provide that they do not do so in relation to the same shares. It is no longer necessary to nominate a designated corporate representative.
    1. Members satisfying the thresholds in Section 527 of the Companies Act 2006 can require the Company to publish a statement on its website 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 Meeting; or (b) any circumstances 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 Meeting. The Company cannot require the members requesting the publication to pay its expenses. Any statement placed on the website must also be sent to the Company's auditors no later than the time it makes its statement available on the website. The business which may be dealt with at the Meeting includes any statement that the Company has been required to publish on its website.
    1. The Company must cause to be answered at the Meeting any question relating to the business being dealt with at the Meeting which is put by a member attending the Meeting, except in certain circumstances, including if it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered or if to do so would involved the disclosure of confidential information.
    1. The contents of this Notice of Annual General Meeting and all the information required by Section 311A of the Companies Act 2006 will be available on the Company's website www.sigplc.com.
    1. You may not use any electronic address provided in this Notice of Annual General Meeting to communicate with the Company for any purposes other than those expressly stated.
    1. Biographical details of each Director being proposed for election or re-election by Shareholders are set out below:

Les ie V e W e H , No - xec ti e ir

Leslie Van de Walle (age 54) became a Non-Executive Director on 1 October 2010 and became Non-Executive Chairman on 1 February 2011. He is also Chairman of the Nominations Committee. He is a Non-Executive Director of Aviva plc, DCC plc and La Seda de Barcelona S.A. Formerly he was Chief Executive Officer of Rexam plc, Executive Vice President of Global Retail, a division of Royal Dutch Shell plc and Non-Executive Director of Aegis Group plc. He has previously held a number of senior management positions with Cadbury Schweppes plc and United Biscuits Limited.

ris D ies BA ( xo ), ief xec ti e

Chris Davies (age 57) joined Sheffield Insulations in 1994, having previously gained UK and overseas management experience of manufacturing, contracting and specialist distribution in the metals and construction industries. He moved to a Group role in 1996, and, in 2001 took up the post of Managing Director Europe. He was appointed to the main Board on 12 February 2007 and was appointed Deputy Chief Executive on 10 January 2008. He was appointed Chief Executive on 1 July 2008.

ret D ies BA, A A, i ce Director

Gareth Davies (age 47) joined the Group in November 1993 as Group Financial Controller having previously been a senior manager with Arthur Andersen. He was appointed to the main Board in August 2002 as Finance Director.

Jo i ers, xec ti e Director

John Chivers (age 58) joined the Group in July 1975 and was appointed a Director of Sheffield Insulations in April 1989. He was appointed to the main Board in September 2001. He is Managing Director of UK Exteriors.

ris eog eg Ae , No - xec ti e Director

Chris Geoghegan (age 56) became a Non-Executive Director on 1 July 2009. He is Senior Independent Director and Chairman of the Remuneration Committee. He is currently Chairman of Hampson Industries plc and E2V Technologies plc and a Non-Executive Director of Volex plc and Kier Group plc. Prior to his retirement he was Chief Operating Officer of BAE Systems plc with responsibility for all European joint ventures and UK defence electronics assets. He is a Fellow of the Royal Aeronautical Society and a past President of the Society of British Aerospace companies.

Jo t Nic o s BA, A A, , No - xec ti e Director

Jonathan Nicholls (age 53) became a Non-Executive Director on 6 November 2009 and is Chairman of the Audit Committee. He is a Non-Executive Director of DS Smith plc and Great Portland Estates plc. Most recently he was Group Financial Director of Old Mutual plc and prior to that he was Group Finance Director of Hanson plc.

SIG plc: Hillsborough Works, Langsett Road, Sheffield S6 2LW, United Kingdom tel: +44 (0) 114 285 6300 fax: +44 (0) 114 285 6349 web: www.sigplc.co.uk