SIG PLC — AGM Information 2015

Apr 8, 2015

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 document 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 Mercure Sheffield Parkway Hotel, Britannia Way, Catcliffe, Sheffield S60 5BD on Thursday 14 May 2015 at 12 noon

The Notice of Annual General Meeting is set out on pages 6 and 7 of this Document.

A Form of Proxy for use at the Annual General Meeting is enclosed.

SIG PLC

(Registered in England No. 998314)

J. E. Ashdown M. Ewell C. V. Geoghegan 8 April 2015 J. C. Nicholls

DIRECTORS: REGISTERED OFFICE

L. Van de Walle Hillsborough Works S. R. Mitchell Langsett Road D. G. Robertson Sheffield A. Abt S6 2LW

Dear Shareholder,

ANNUAL GENERAL MEETING

I am writing to explain in detail the three items of business contained in Resolutions 14, 15 and 16 of the Notice of Meeting (the "2015 Annual General Meeting") of SIG plc ("the Company"), to be held at 12 noon on Thursday, 14 May 2015 at the Mercure Sheffield Parkway Hotel, Britannia Way, Catcliffe, Sheffield S60 5BD. The Notice of Annual General Meeting of the Company is set out on pages 6 and 7 of this document. The Annual Report and Accounts for the year ended 31 December 2014 accompanies this document.

In addition to the aforementioned business, Shareholders are being asked through Resolutions 1 to 13 to receive the Annual Report and Accounts, approve the Annual Statement by the Chairman of the Remuneration Committee and the Directors' Report on Remuneration, declare a final dividend of 2.98p per share, to elect or re-elect all Board members, re-appoint Deloitte LLP as Auditor of the Company for a further year and authorise the Audit Committee of the Board to determine the Auditor's remuneration.

ELECTION/RE-ELECTION OF DIRECTORS

All Directors are seeking re-election in accordance with the requirements of The UK Corporate Governance Code, or in the case of Ms. Abt, having been appointed to the Board since the last Annual General Meeting, election by Shareholders at this year's Annual General Meeting.

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

The Nominations Committee carefully reviews and makes recommendations to the Board concerning the re-appointment of any Non-Executive Director at the conclusion of their specified terms of office. The Committee considered the positions of Mr Geoghegan and Mr Nicholls both of whom would have completed their second three year periods of office in July and November 2015 respectively. Following a rigorous review the Nominations Committee concluded that both Mr Geoghegan and Mr Nicholls bring considerable management experience and independent perspective to the Board's discussions and are considered to be independent of management and free from relationship or circumstance that could affect or appear to affect, the exercise of their independent judgement. Both Mr Geoghegan and Mr Nicholls have, subject to their re-election by Shareholders at the Annual General Meeting in May 2015, been invited to serve for a further term of office expiring at the May 2016 Annual General Meeting.

AUTHORITY TO ALLOT EQUITY SECURITIES (RESOLUTION 14)

Resolution 14 deals with the Directors' authority to allot shares.

At the last Annual General Meeting of the Company held on 16 May 2014, the Directors were given authority to allot ordinary shares in the capital of the Company up to a maximum nominal amount of £39,406,696 representing approximately two thirds of the Company's then issued ordinary share capital. This authority expires at the end of the 2015 Annual General Meeting. Resolution 14 will, if passed, renew this authority.

The Investment Association ("IA") guidelines on Directors' authority to allot shares states that IA 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 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 £39,409,186, representing the guideline limit of approximately 66% of the Company's issued ordinary share capital as at 2 April 2015 (the latest practicable date prior to the publication of this letter). Of this amount 197,045,934 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, 14 August 2016. 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.

DISAPPLICATION OF STATUTORY PRE-EMPTION RIGHTS (RESOLUTION 15)

Resolution 15 will give the Directors authority to allot ordinary shares in the capital of the Company pursuant to the authority granted under Resolution 14 above for cash without complying with the pre-emption rights in the Companies Act 2006 in certain circumstances. This authority will permit the Directors to allot:

• (a) equity securities up to a nominal amount of £39,409,186, representing two-thirds of the Company's issued share capital as at 2 April 2015 (the latest practicable date prior to publication of this document) on an offer to existing shareholders on a pre-emptive basis (that is including a rights issue or an open offer), with one-third being available only in connection with a rights issue (in each case subject to any adjustments, such as for fractional entitlements and overseas shareholders, as the Directors see fit); and
• (b) equity securities up to a maximum nominal value of £2,955,689, representing approximately 5% of the issued ordinary share capital of the Company as at 2 April 2015 (the latest practicable date prior to publication of this document) otherwise than in connection with a pre-emptive offer to existing shareholders.

This disapplication authority is in line with institutional shareholder guidance, and in particular with the Pre-emption Group's Statement of Principles (the "Pre-emption Principles"). The Pre-emption Principles were revised in 2015 to allow the authority for an issue of shares for cash otherwise than in connection with a pre-emptive offer to be increased from 5% to 10% of the Company's issued ordinary share capital, provided that the Company confirms that it intends to use the additional 5% authority only in connection with an acquisition or specified capital investment. The Directors considered these revised Pre-emption Principles and have decided not to seek an increased authority this year, but will review this position prior to the Annual General Meeting of the Company in 2016.

The Board confirms, in accordance with the Pre-emption Principles, that it does not intend to issue shares for cash representing more than 7.5% of the Company's issued ordinary share capital in any rolling three-year period other than to existing shareholders.

The Directors have no current intention of exercising this authority.

The authority contained in Resolution 15 will expire upon the expiry of the authority to allot shares conferred in Resolution 14 (that is at the end of the next Annual General Meeting of the Company or, if earlier, on 14 August 2016).

ANNUAL GENERAL MEETING CONTINUED

AUTHORITY TO PURCHASE ORDINARY SHARES (RESOLUTION 16)

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 16 to be proposed at the 2015 Annual General Meeting as a Special Resolution, gives the Directors power to make market purchases of the Company's shares up to a maximum of £5,911,378 (representing approximately 10% of the current issued ordinary share capital of the Company as at 2 April 2015). This power will expire on the conclusion of the 2016 Annual General Meeting or, if earlier, 14 August 2016. 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 16 is passed at the 2015 Annual General Meeting, 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 16. 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 16 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 2 April 2015 (the latest practicable date prior to the publication of this letter), there were options outstanding over 4,939,286 ordinary shares in the capital of the Company representing 0.84% 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 0.93% of the Company's issued ordinary share capital.

FINANCIAL REPORTING STANDARD ("FRS") 101 NOTIFICATION

INTRODUCTION

On 1 January 2015 a new reporting regime known as the FRS 101 Reduced Disclosure Framework was introduced. This permits entities that otherwise apply the recognition, measurement and disclosure requirements of International Financial Reporting Standards ("IFRS") to adopt a reduced level of disclosure for their individual financial statements.

The Company is proposing that the FRS 101 Reduced Disclosure Framework will be applied for the individual financial statements of the Company for financial years beginning on and after 1 January 2015. A statement of intent by the Company to use the disclosure exemptions is set out on page 152 of the Annual Report 2014.

FRAMEWORK SCOPE

The framework permitted by FRS 101 reduces disclosures covering a wide range of topics including cash flow statements, financial instruments, fair value measurement, share-based payments and related party transactions. A brief narrative summary of the disclosure exemptions adopted under FRS 101 will be disclosed in the notes to the individual financial statements of the Company. There may also be some presentational changes in the individual financial statements of the Company.

The Company's accounts will still be prepared to meet the requirements of the Companies Act 2006 including giving a true and fair view of the Company's assets, liabilities, financial position and profit or loss. This means the Company will therefore always be required to include in its accounts all information relevant to shareholders and necessary to show a true and fair view.

NOTIFICATION TO SHAREHOLDERS

Before an entity can apply the reduced disclosure framework it is required to inform its shareholders and to provide a reasonable opportunity for its shareholders to object. The Company will not be able to adopt the reduced disclosure framework if a shareholder or shareholders holding in aggregate 5% or more of the total allotted shares in the Company object.

A shareholder or shareholders holding in aggregate 5% or more of the total allotted shares in SIG plc may object to the Company applying the FRS 101 Reduced Disclosure Framework to its individual financial statements by notifying the Company Secretary in writing at the address of the Company given on page 12 of this Notice of Annual General Meeting by the close of business on 14 May 2015.

FURTHER INFORMATION

For further information about FRS 101 please visit: http://www.icaew.com/en/technical/financial-reporting/reduced-disclosure-framework

RECOMMENDATION AND ACTION TO BE TAKEN

The Board considers that all the Resolutions set out in the 2015 Notice of Annual General Meeting are likely to promote the success of the Company and are in the best interests of the Company and its Shareholders as a whole. The Directors unanimously 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 361,945 shares representing 0.06% of the issued ordinary share capital of the Company.

Whether or not you are able to attend the 2015 Annual General Meeting, 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 2015 Annual General Meeting. Alternatively, Shareholders may also register their proxy appointment and voting instructions electronically. Please refer to the notes on pages 8 to 10 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 2015 Annual General Meeting if you so wish.

Yours faithfully

Leslie Van de Walle Chairman

SIG PLC NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the members of SIG plc ("the Company") will be held at the Mercure Sheffield Parkway Hotel, Britannia Way, Catcliffe, Sheffield S60 5BD on Thursday 14 May 2015 at 12 noon (the "2015 AGM" or the "Meeting") to consider and, if thought fit, to pass Resolutions 1 to 14 inclusive as ordinary resolutions and Resolutions 15 and 16 as special resolutions.

ORDINARY RESOLUTIONS

• 1. To receive the financial statements for the year ended 31 December 2014 together with the reports of the Directors' and Auditor thereon.
• 1. To approve the Annual Statement by the Chairman of the Remuneration Committee and the Directors' Report on Remuneration for the year ended 31 December 2014 set out on pages 72 to 88 (inclusive) in the Annual Report and Accounts (other than the Directors' Remuneration Policy set out on pages 73 to 76 (inclusive) in the Annual Report and Accounts).
• 1. To declare a final dividend for the year ended 31 December 2014 of 2.98p per ordinary share on the ordinary shares in the Company.
• 1. To elect Ms A. Abt as a Director.
• 1. To re-elect Ms J. E. Ashdown as a Director.
• 1. To re-elect Mr M. Ewell as a Director.
• 1. To re-elect Mr C. V. Geoghegan as a Director.
• 1. To re-elect Mr S.R. Mitchell as a Director.
• 1. To re-elect Mr J. C. Nicholls as a Director.
• 1. To re-elect Mr D. G. Robertson as a Director.
• 1. To re-elect Mr L. Van de Walle as a Director.
• 1. To re-appoint Deloitte LLP as Auditor 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 Audit Committee of the Board to determine the Auditor's 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 £19,704,593; and
• (b) up to a further aggregate nominal amount of £19,704,593 provided that: (i) they are equity securities (within the meaning of Section 560(1) 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 14 August 2016, 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.

SPECIAL RESOLUTIONS

• 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 14 above or by way of a sale of treasury shares as if Section 561(1) 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 14 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 15) to any person or persons of equity securities up to an aggregate nominal amount of £2,955,689,

and shall expire upon the expiry of the general authority conferred by Resolution 14 overleaf, 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 59,113,780 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 2 April 2015) 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 2016 Annual General Meeting of the Company or, if earlier, on 14 August 2016 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

Richard Monro REGISTERED OFFICE:

Secretary Hillsborough Works 8 April 2015 Langsett Road Sheffield S6 2LW Registered No. 998314

SIG PLC NOTICE OF ANNUAL GENERAL MEETING CONTINUED

NOTES:

• 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/her 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/her.
• 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/her and the member by whom he/she 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 12 May 2015. 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 hardcopy 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/her proxy will have authority to vote or withhold a vote on that Resolution as he/she 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 2015 Annual General Meeting 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. 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. 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. 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 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 35(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 12 May 2015 (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 2 April 2015 (being the latest business day prior to the publication of this Notice), the Company's issued share capital consists of 591,137,803 ordinary shares, carrying one vote each. As at that date, the Company holds no shares in treasury. Therefore the total voting rights in the Company are 591,137,803.
• 1. The following documents will be available for inspection during normal business hours at the registered office of the Company until 13 May 2015 and at Mercure Sheffield Parkway Hotel, Britannia Way, Catcliffe, Sheffield S60 5BD from 11.15am on 14 May 2015:
• ▸ 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.

SIG PLC NOTICE OF ANNUAL GENERAL MEETING CONTINUED

NOTES: CONTINUED

• 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 recommends 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. As soon as practicable following the 2015 Annual General Meeting, 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.
• 1. A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the 2015 Annual General Meeting. 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, provided 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 Auditor 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 (i) if to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information, (ii) if the answer has already been given on a website in the form of an answer to a question, or (iii) if it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.
• 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 on the next page:

BIOGRAPHICAL DETAILS FOR EACH DIRECTOR

LESLIE VAN DE WALLE HEC NON-EXECUTIVE CHAIRMAN

Leslie Van de Walle (age 58) became a Non-Executive Director in October 2010 and became Non-Executive Chairman on 1 February 2011. He is also Chairman of the Nominations Committee. He is Non-Executive Chairman of Robert Walters plc and a Non-Executive Director of Cape plc and DCC plc. Formerly Chief Executive Officer of Rexam plc, Executive Vice President of Global Retail, a division of Royal Dutch Shell plc and a Non-Executive Director of Aegis Group plc and Aviva plc. He formerly held a number of senior management positions with Cadbury Schweppes plc and United Biscuits Limited.

STUART MITCHELL BSC (HONS) CHIEF EXECUTIVE

Stuart Mitchell (age 54) joined SIG on 1 December 2012 as Chief Executive Designate, was appointed a Director of the Company on 10 December 2012 and became Chief Executive on 1 March 2013. Most recently he was Chief Executive of Wilkinsons Hardware Stores from 2006 to 2012. He was previously Managing Director of the Taiwan arm of the Asian retail giant AS Watson. He joined Sainsbury plc as a graduate trainee in 1984, rising up the ranks to become Managing Director of Sainsbury's Supermarkets in 2003. He is a Non-Executive Director of Enactus UK (formerly SIFE–Students in Free Enterprise UK).

DOUG ROBERTSON BA, FCA FINANCE DIRECTOR

Doug Robertson (age 61) joined the Group in November 2011 and was appointed Finance Director on 1 December 2011. He was previously Finance Director of Umeco plc from 2007 until 2011 and Finance Director of Seton House Group Limited from 2002 until 2007. From 1994 to 2000 he held a variety of Divisional Finance Director roles within Williams plc and, in 2000, became Managing Director of Tesa Group, Chubb's hotel security division. He is a Non-Executive Director of HSS Hire Group plc.

ANDREA ABT MBA NON-EXECUTIVE DIRECTOR

Andrea Abt (age 54) became a Non-Executive Director on 12 March 2015. She is a Non-Executive Director of Brammer plc. She has been Head of Supply Chain Management and Chief Procurement Officer of the Siemens sector for Infrastructure & Cities from 2011 to 2014. Since joining Siemens in 1997, she held numerous positions in Finance, Productivity and Supply Chain Management in Germany and internationally. Andrea started her career in industry in the Daimler Benz group where she was responsible for different teams in aircraft and postal automation service sales. Andrea is a German national, holds an MBA from the University of Toronto and has specialist knowledge of the European Market.

JANET ASHDOWN BSC (HONS) NON-EXECUTIVE DIRECTOR

Janet Ashdown (age 55) became a Non-Executive Director in July 2011. She is a Non-Executive Director of Coventry Building Society and Marshalls plc and Chair of the charity 'Hope in Tottenham'. Janet will be appointed as a Non-Executive Director of the Nuclear Decommissioning Authority with effect from 1 June 2015. She was until the end of 2012 Chief Executive Officer of Harvest Energy Limited and Blue Ocean Oil Trading Limited. Janet previously worked for BP p.l.c. for 30 years where her last role was as Head of BP's Retail and Commercial Fuels business in the UK.

MEL EWELL BSC (HONS) NON-EXECUTIVE DIRECTOR

Mel Ewell (age 56) became a Non-Executive Director on 1 August 2011. He is currently Chief Executive and an Executive Director of Amey Plc, one of the UK's leading infrastructure services providers. He previously held a number of senior management positions for TNT International, Xerox and ADI Group.

CHRIS GEOGHEGAN BA (HONS), FRAES NON-EXECUTIVE DIRECTOR

Chris Geoghegan (age 60) became a Non-Executive Director in July 2009. He is the Senior Independent Director and Chairman of the Remuneration Committee. 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. He is a Non-Executive Director of Lakehouse plc.

JONATHAN NICHOLLS BA, ACA, FCT NON-EXECUTIVE DIRECTOR

Jonathan Nicholls (age 57) became a Non-Executive Director in 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.

DIRECTIONS

The Annual General Meeting of SIG plc is to be held at 12 noon on Thursday 14 May 2015 at:

Mercure Sheffield Parkway Hotel Britannia Way Catcliffe Sheffield S60 5BD

FROM THE NORTH DIRECTIONS

Leave the M1 at Junction 33

At the roundabout, take the 3rd exit, signposted Sheffield A630

After approx ½ mile, take the next exit, signposted Catcliffe

At the roundabout, take the 3rd exit, underneath the A630 The Annual General Meeting of SIG plc is to be held at 12 noon on Friday 16 May 2014 at: Aston Hotel

At the next roundabout, take the 1st exit Britannia Way Catcliffe

At the next roundabout, take the 2nd exit. Mercure Sheffield Parkway Hotel, Sheffield is on your right Sheffield S60 5BD FROM THE NORTH Leave the M1 at Junction 33.

FROM THE SOUTH At the roundabout, take the 3rd exit, signposted Sheffield A630.

Leave the M1 at Junction 33 After approx ½ mile, take the next exit, signposted Catcliffe.

At the roundabout take the 1st exit signposted Sheffield A630 At the roundabout, take the 3rd exit, underneath the A630. Sheffield is on your right.

After approx ½ mile, take the next exit, signposted Catcliffe At the next roundabout, take the 1st exit. At the next roundabout, take the 2nd exit. Aston Hotel, PUBLIC TRANSPORT

At the roundabout, take the 3rd exit, underneath the A630 Sheffield is on your right.

At the next roundabout, take the 1st exit FROM THE SOUTH Leave the M1 at Junction 33.

At the next roundabout, take the 2nd exit. Mercure Sheffield Parkway Hotel, Sheffield is on your right At the roundabout take the 1st exit signposted Sheffield A630. After approx ½ mile, take the next exit, signposted

FROM SHEFFIELD

From the Sheffield Parkway, A630

Take the Catcliffe exit

At the roundabout, take the 1st exit

At the next roundabout, take the 2nd exit. Mercure Sheffield Parkway Hotel, Sheffield is on your right

PUBLIC TRANSPORT

The A1 bus service runs from Meadowhall Shopping Centre to Sheffield Business Park From the Sheffield Parkway, A630.

FROM ROTHERHAM At the roundabout, take the 1st exit.

Arrive at the M1, Junction 33 roundabout At the next roundabout, take the 2nd exit. Aston Hotel,

Take the 2nd exit, signposted Sheffield A630

After approx ½ mile, take the next exit, signposted Catcliffe The A1 bus service runs from Meadowhall Shopping Centre to Sheffield Business Park.

At the roundabout, take the 1st exit

At the next roundabout, take the 2nd exit. Mercure Sheffield Parkway Hotel, Sheffield is on your right Take the 2nd exit, signposted Sheffield A630. After approx ½ mile, take the next exit, signposted Catcliffe.

SAT NAV USERS At the roundabout, take the 1st exit.

For satellite navigation please use the following postcode: S9 1XU At the next roundabout, take the 2nd exit. Aston Hotel, Sheffield is on your right.

tel: +44 (0) 114 285 6300 fax: +44 (0) 114 285 6349 web: www.sigplc.co.uk www.sigplc.com