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 any accompanying documents, with the exception of any personalised documents, 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.

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

The Annual General Meeting is to be held at

the offices of Allen & Overy LLP

One Bishops Square, London, E1 6AD

on Thursday 12 May 2022 at 12pm

Directors:

Andrew Allner Steve Francis Ian Ashton Shatish Dasani Bruno Deschamps Kath Durrant Gillian Kent Simon King Alan Lovell Christian Rochat

Registered Office

Adsetts House 16 Europa View Sheffield Business Park Sheffield S9 1XH

21 March 2022

Annual General Meeting 2022

Dear Shareholder,

Notice Of Meeting

I am writing to explain in detail the items of business contained in the Notice of Annual General Meeting (the "AGM") of SIG plc (the "Company"), to be held at 12pm on Thursday 12 May 2022 at the offices of Allen & Overy LLP, One Bishops Square, London, E1 6AD. The formal Notice of AGM of the Company is set out on pages 6 to 11 of this document and explanation of certain business to be considered and voted on at the AGM is set out in this letter.

Meeting Arrangements

This year we are delighted to be able to welcome you to the AGM in person once again (subject to any Government guidelines at the time of the AGM). If you would like to ask a question relating to the business of the AGM in advance, please email us at [email protected]. All questions submitted in advance will be answered at the meeting where possible.

The Company will continue to monitor public health guidance and legislation issued by the UK Government in relation to the Covid-19 pandemic. Any changes to our AGM arrangements will be communicated on the Company's website. All shareholders are, therefore, encouraged to monitor the Company's website for the most up to date information.

Annual Report And Accounts (Resolution 1)

The Chairman will present the Annual Report and Accounts of the Company for the year ended 31 December 2021 to the 2022 AGM.

Directors' Remuneration Report (Resolution 2)

The Directors' Remuneration Report is set out in the Annual Report and Accounts on pages 112 to 127. Resolution 2 is the ordinary resolution to approve the Directors' Remuneration Report. Resolution 2 is an advisory resolution and does not affect the future remuneration paid to any Director.

The report gives details of the Directors' remuneration for the year ended 31 December 2021. The report also includes a statement from the Chair of the Remuneration Committee and details of the Remuneration Committee's representations and activities. The Company's Auditor, Ernst & Young LLP, have audited those parts of the Directors' Remuneration Report which are required to be audited and their report is issued in the Annual Report and Accounts.

Re-Election Of Directors (Resolutions 3 to 12)

All Directors are seeking re-election in accordance with the requirements of the 2018 UK Corporate Governance Code.

The Directors standing for re-election are Andrew Allner, Steve Francis, Ian Ashton, Shatish Dasani, Bruno Deschamps, Kath Durrant, Gillian Kent, Simon King, Alan Lovell and Christian Rochat.

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 that each of the independent Non-Executive Directors standing for re-election 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. The two non-independent Non-Executive Directors were nominated by CD&R as part of the relationship agreement the Company entered into with CD&R dated 29 May 2020. The Board believes that their contribution has been invaluable and each brings independent thought and challenge to the Board.

Brief biographical notes for each of the Directors standing for re-election, including details of their contribution and how it is and continues to be important to the Company's long-term sustainable success, are included on pages 12 to 15 of this document.

The Board has confirmed, following a performance review, that the 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 the Directors.

The Board confirms that each Director is able to dedicate sufficient time to their role and responsibilities, see pages 88 and 89 of the Annual Report for further details.

Re-Appointment Of Auditor And Auditor's Remuneration (Resolutions 13 and 14)

Resolution 13 relates to the re-appointment of Ernst & Young LLP, as the Company's Auditor to hold office until the next AGM of the Company, following the recommendation of the Audit Committee.

Resolution 14 authorises the Audit Committee of the Board to set the external Auditor's remuneration.

Authority To Allot Equity Securities (Resolution 15)

Resolution 15 deals with the Directors' authority to allot shares.

At the last AGM of the Company held on 13 May 2021, the Directors were given authority to allot ordinary shares in the capital of the Company up to a maximum nominal amount of £78,770,466 representing approximately two-thirds of the Company's then issued ordinary share capital. This authority expires at the end of the 2022 AGM. Resolution 15 will, if passed, renew this authority.

The Investment Association ("IA") guidelines on Directors' authority to allot shares states that IA members will 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 £78,770,466, representing the guideline limit of approximately two-thirds of the Company's issued ordinary share capital as at 18 March 2022 (the latest practicable date prior to the publication of this document). Of this amount, 393,852,330 shares (representing approximately one-third 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 AGM of the Company or, if earlier, 30 June 2023. 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 (Resolutions 16 and 17)

Resolutions 16 and 17 are proposed as Special Resolutions to give the Directors authority to allot ordinary shares in the capital of the Company pursuant to the authority granted under Resolution 15 above for cash without complying with the pre-emption rights in the Companies Act 2006 in limited circumstances.

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 allow the authority for an issue of shares for cash otherwise than in connection with a pre-emptive offer to include: (i) an authority over 5% of a company's issued share capital for use on an unrestricted basis; and (ii) an additional authority over a further 5% of a company's issued share capital for use in connection with an acquisition or specified capital investment announced contemporaneously with the issue, or which has taken place in the six month period preceding the announcement of the issue.

Resolution 16 will permit the Directors to allot:

a. equity securities for cash and sell treasury shares up to a nominal amount of £78,770,466 representing two-thirds of the Company's issued share capital as at 18 March 2022 (being the last 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 for cash and sell treasury shares up to an aggregate nominal value of £5,907,785 which represents 5% of the issued ordinary share capital of the Company as at 18 March 2022 (being the last practicable date prior to publication of this document) otherwise than in connection with a pre-emptive offering to existing shareholders.

Resolution 17 will permit the Directors to allot additional equity securities for cash and sell treasury shares up to a maximum nominal value of £5,907,785, representing a further 5% of the issued ordinary share capital of the Company otherwise than in connection with a pre-emptive offer to existing shareholders for the purpose of financing a transaction (or refinancing within six months of the transaction) which the Directors determine to be an acquisition or other capital investment as contemplated by the Pre-Emption Principles. The Directors believe that it is appropriate to seek this additional 5% authority in Resolution 17 to give the Company the flexibility that this resolution affords.

The Directors have no present intention of exercising these authorities to issue ordinary shares. Were the Board to exercise these authorities, it confirms that it will make disclosures in the announcement regarding the issue, and in the subsequent Annual Report, such as those contemplated in the Pre-Emption Group guidance issued in May 2016.

The Board confirms that, in accordance with the Pre-Emption Principles, 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 to those who are not existing shareholders (except in relation to an issue pursuant to Resolution 17) without prior consultation with shareholders.

The authorities contained in Resolutions 16 and 17 will expire upon the expiry of the authority to allot shares conferred in Resolution 15, being the earlier of the end of the next AGM of the Company or 30 June 2023.

Authority To Purchase Ordinary Shares (Resolution 18)

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 18 to be proposed at the 2022 AGM as a Special Resolution gives the Directors power to make market purchases of the Company's shares up to a maximum of 118,155,698 shares (representing approximately 10% of the current issued ordinary share capital of the Company as at 18 March 2022 (the latest practicable date prior to the publication of this document). This power will expire on the conclusion of the next AGM of the Company or, if earlier, 30 June 2023. It is intended that purchases will only be made on the London Stock Exchange.

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; however, this is not intended to imply that the shares will be purchased. The Directors would make such purchases only if it would be in the best interests of shareholders generally (taking into account, for example, the financial resources of the Company, the Company's share price and future funding opportunities) and if such purchases 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. No dividends are paid on shares while they are held in treasury and no voting rights attach to the treasury shares. If Resolution 18 is passed at the 2022 AGM, it is the Company's intention to hold any shares purchased in treasury for use in connection with the Company's employee share schemes. However, in order to respond properly to the Company's capital requirements and prevailing market conditions, the Directors will reassess at the time of any and each actual purchase whether to hold the shares in treasury or cancel them, provided it is permitted to do so. The Company currently holds no ordinary shares in treasury.

The Directors have no current intention of using the powers sought under Resolution 18 but as noted above, 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 18 March 2022 (the latest practicable date prior to the publication of this document), there were Directors' options outstanding over 9,326,746 ordinary shares in the capital of the Company representing 0.79% of the Company's issued ordinary share capital. If the authority to purchase the Company's ordinary shares being sought in Resolution 18, and the existing authority to purchase ordinary shares taken at last year's annual general meeting (which expires at the end of the 2022 AGM) were exercised in full, these options would represent 0.99% of the Company's issued ordinary share capital.

Length Of Notice Of General Meetings Other Than AGMs (Resolution 19)

Resolution 19 is a resolution to allow the Company to hold general meetings (other than AGMs) on 14 clear days' notice.

General meetings (other than AGMs) must be held on 21 clear days' notice unless shareholders approve a shorter notice period, which cannot be less than 14 clear days. AGMs must always be held on at least 21 clear days' notice. In order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting. This condition is met if the company offers a facility, accessible to all shareholders, to appoint a proxy by means of a website.

The Directors are proposing Resolution 19 as a Special Resolution to approve 14 clear days as the minimum period of notice for all general meetings of the Company other than AGMs. The approval of this resolution will be effective until the end of the next AGM of the Company, when it is intended that the approval will be renewed. The Board will consider on a case by case basis whether the use of the flexibility offered by the shorter notice period is merited, taking into account the circumstances, including whether the business of the meeting is time-sensitive and whether it is thought to be to the advantage of shareholders as a whole.

Notice Of Publication Of Annual Report And Accounts

Notice is hereby given that the SIG plc Annual Report and Accounts 2021 has been published on the Company's website (www.sigplc.com). It can be accessed by going to the Company's home page, clicking on the Investors section of the website and then going to Reports and presentations. If you have elected to receive shareholder correspondence in hard copy, then the Annual Report and Accounts will accompany this Notice. Should you wish to change your election at any time, you can do so by contacting our Registrars, Computershare, on 0370 707 1293. Operator assistance is available between 08.30 and 17.30 each business day. Callers from outside the UK should dial +44 370 707 1293.

Recommendation

The Board considers that all the Resolutions set out in the 2022 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 1,968,675 shares representing 0.17% of the issued ordinary share capital of the Company.

Voting At The AGM

Your vote is important and I would encourage you, regardless of the number of shares you own, to complete, sign and return the 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 2022 AGM. Alternatively, shareholders may also register their proxy appointment and voting instructions electronically. Please refer to the notes on pages 9 to 11 of this document for further details on how to appoint a proxy and vote electronically. The deadline for the receipt by our Registrars of all proxy appointments is 12pm on 10 May 2022. Voting will be on a poll this year.

Yours faithfully

Andrew Allner Chairman

SIG PLC Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting (AGM) of the members of SIG plc ("the Company") will be held at the offices of Allen & Overy LLP, One Bishops Square, London, E1 6AD on 12 May 2022 at 12pm (the "2022 AGM" or the "Meeting") to consider and, if thought fit, to pass Resolutions 1 to 15 inclusive as ordinary resolutions and Resolutions 16 to 19 inclusive as special resolutions.

Ordinary Resolutions

1. To receive the financial statements for the year ended 31 December 2021 together with the reports of the Directors and Auditor thereon.
1. To approve the Annual Statement by the Chair of the Remuneration Committee and the Directors' Remuneration Report for the year ended 31 December 2021 set out on pages 112 to 127 (inclusive) in the Annual Report and Accounts.
1. To re-elect Andrew Allner as a Director.
1. To re-elect Steve Francis as a Director.
1. To re-elect Ian Ashton as a Director.
1. To re-elect Shatish Dasani as a Director.
1. To re-elect Bruno Deschamps as a Director.
1. To re-elect Kath Durrant as a Director.
1. To re-elect Gillian Kent as a Director.
1. To re-elect Simon King as a Director.
1. To re-elect Alan Lovell as a Director.
1. To re-elect Christian Rochat as a Director.
1. To re-appoint Ernst & Young 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 £39,385,233; and
b. up to a further aggregate nominal amount of £39,385,233 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 in either case 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 30 June 2023, 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, if Resolution 15 is passed, 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 15 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 or sale of treasury shares in connection with an offer of securities (but in the case of the authority granted under paragraph (b) of Resolution 15 above 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, 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; and
b. the allotment of equity securities or sale of treasury shares (otherwise than pursuant to sub-paragraph (a) of this Resolution 16) to any person or persons up to an aggregate nominal amount of £5,907,785 (being approximately 5% of the issued ordinary share capital of the Company as at 18 March 2022),

such authority to expire at the conclusion of the next annual general meeting of the Company or, if earlier, on 30 June 2023 but, in each case, prior to its expiry the Company be entitled to make offers or agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors shall be entitled to allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired and all unexercised authorities previously granted to the Directors to allot equity securities and sell treasury shares to be and are revoked.

1. That if Resolution 15 is passed and in addition to any authority granted under Resolution 16, 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 15 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 or sale, such authority to be:
a. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £5,907,785 (being approximately 5% of the issued ordinary share capital of the Company as at 18 March 2022); and
b. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice, such authority to expire at the conclusion of the next annual general meeting of the Company or, if earlier, on 30 June 2023, but in each case prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority 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 118,155,698 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 18 March 2022) 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 2023 Annual General Meeting of the Company or, if earlier, on 30 June 2023 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.
That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice.

By order of the Board

Andrew Watkins

General Counsel & Company Secretary 21 March 2022

Registered Office:

Adsetts House 16 Europa View Sheffield Business Park Sheffield S9 1XH Registered Number: 00998314

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 may accompany 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 relevant 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 12pm on 10 May 2022. 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 received 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 2022 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. 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.
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 6pm on 10 May 2022 (or, if the Meeting is adjourned, at 6pm on the date which is two working 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 18 March 2022 (the latest practicable date prior to the publication of this document), the Company's issued share capital consists of 1,181,556,977 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 1,181,556,977.
1. The following documents will be available for inspection during normal business hours at the registered office of the Company:
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 recommends that 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. Voting on all resolutions will be conducted by way of a poll rather than on a show of hands. This will result in a more accurate reflection of the views of shareholders by ensuring that every vote is recognised, including the votes of all shareholders who are unable to attend the meeting but who appoint a proxy for the meeting. On a poll, each shareholder has one vote for every share held. As soon as practicable following the 2022 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.
1. A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the 2022 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, provided that they do not do so in relation to the same shares.
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 AGM, 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 AGM 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 AGM to communicate with the Company for any purposes other than those expressly stated.
1. Under Section 338 and Section 338A of the Companies Act 2006, members meeting the threshold requirements in those sections have the right to require the Company (i) to give, to members of the Company entitled to receive notice of the meeting, notice of a resolution which may properly be moved and is intended to be moved at the meeting; and/or (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise), (b) it is defamatory of any person, or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authenticated by the person or persons making it, must be received by the Company not later than the date six clear weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.

Contribution

Bruno has deep global industrial, service and distribution knowledge having run major global leaders in each of these sectors, based in France, Germany, US and UK. His experience includes international public and private corporate transactions, turning around large multicultural businesses, and driving and overseeing improved company performance through various growth and innovation initiatives. His international experience is of great assistance to SIG in helping to improve the Group's trading performance in the UK and also in France, Germany and Benelux as well as contributing to the Board's wider strategic initiatives.

Kath Durrant BA

Christian Rochat BA (Law), PhD (Law), MBA

Non-Executive Director

Age 61

Appointed as a Non-Executive Director on 10 July 2020.

External roles

Christian is a partner of CD&R LLP. Christian holds directorships in the following CD&R portfolio companies: Belron Group SA, Socotec Group, Westbury Street Holdings Ltd and Wolseley.

Experience and past roles

Christian joined CD&R in 2004 and is a Partner based in London. He led the CD&R investments in Belron, Exova, Socotec, SPIE, Westbury Street Holdings and Wolseley. He also led the sale of Brakes Group and served as a director of the company. Prior to joining CD&R, he was a Managing Director at Morgan Stanley Capital Partners, and a director at Schroder Ventures (now Permira). He also worked in the London and New York offices of Morgan Stanley's mergers and acquisitions department.

Contribution

Christian brings a broad sector knowledge as well as experience in change management, strategy, corporate transactions and stakeholder engagement. He has extensive experience in driving and overseeing improved company performance. Christian's experience and knowledge are of huge value as SIG seeks to improve its trading performance and return to sustainable profitable growth.

Board Committees2

Audit Committee

− Shatish Dasani Chair
− Kath Durrant
− Gillian Kent
− Simon King
− Alan Lovell

Remuneration Committee

− Kath Durrant Chair
− Andrew Allner
− Shatish Dasani
− Bruno Deschamps
− Gillian Kent
− Simon King
− Alan Lovell

Nominations Committee

− Andrew Allner Chair
− Shatish Dasani
− Kath Durrant
− Gillian Kent
− Simon King
− Alan Lovell
− Christian Rochat

Notes:

1 Directors' ages are correct as at 18 March 2022.
2 Membership as at 18 March 2022.

Shareholder Notes

SIG plc:

Adsetts House, 16 Europa View, Sheffield Business Park, Sheffield, S9 1XH T: +44 (0) 114 285 6300 F: +44 (0) 114 285 6349 W: www.sigplc.com

Attendance Card

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

The Chairman of SIG plc invites you to attend the Annual General Meeting of the Company to be held at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD on 12 May 2022 at 12.00 pm.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 12 May 2022

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 10 May 2022 at 12.00 pm.

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 1293 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.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable 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.

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 business 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 (business days) 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 1293 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
7. Any alterations made to this form should be initialled.
8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

All Named Holders

Poll Card To be completed only at the AGM if a Poll is called.

	Ordinary Resolutions	For	Against	Vote Withheld
1.	To receive the Annual Report and Accounts of the Company for the year ended 31 December 2021.
2.	To approve the Annual Statement by the Chair of the Remuneration Committee and the Directors' Remuneration Report for the year ended 31 December 2021.
3.	To re-elect Andrew Allner as a Director.
4.	To re-elect Steve Francis as a Director.
5.	To re-elect Ian Ashton as a Director.
6.	To re-elect Shatish Dasani as a Director.
7.	To re-elect Bruno Deschamps as a Director.
8.	To re-elect Kath Durrant as a Director.
9.	To re-elect Gillian Kent as a Director.
10.	To re-elect Simon King as a Director.

		For	Against	Vote Withheld
11.	To re-elect Alan Lovell as a Director.
12.	To re-elect Christian Rochat as a Director.
13.	To re-appoint Ernst & Young 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.
14.	To authorise the Audit Committee of the Board to determine the Auditor's remuneration.
15.	To authorise the Directors to allot shares in the Company or grant rights to subscribe for or convert any security into shares in the Company.
	Special Resolutions
16.	That, if Resolution 15 is passed, the Directors be and they are hereby empowered pursuant to Sections 570 and 573 of the Companies Act 2006 to allot equity securities for cash.
17.	That, if Resolution 15 is passed and in addition to any authority granted under Resolution 16, the Directors be and they are hereby empowered pursuant to Sections 570 and 573 of the Companies Act 2006, to allot equity securities for cash.
18.	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.
19.	That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice.

Signature

In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.

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).

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 SIG plc to be held at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD on 12 May 2022 at 12.00 pm, and at any adjourned meeting.

	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 Resolutions	For	Against	Vote Withheld				For	Against	Vote Withheld
1.	To receive the Annual Report and Accounts of the Company for the year ended 31 December 2021.				11.	To re-elect Alan Lovell as a Director.
2.	To approve the Annual Statement by the Chair of the Remuneration Committee and the Directors' Remuneration Report for the year ended 31 December 2021.				12.	To re-elect Christian Rochat as a Director.
3.	To re-elect Andrew Allner as a Director.				13.	To re-appoint Ernst & Young 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.
4.	To re-elect Steve Francis as a Director.				14.	To authorise the Audit Committee of the Board to determine the Auditor's remuneration.
5.	To re-elect Ian Ashton as a Director.				15.	To authorise the Directors to allot shares in the Company or grant rights to subscribe for or convert any security into shares in the Company. Special Resolutions
6.	To re-elect Shatish Dasani as a Director.				16.	That, if Resolution 15 is passed, the Directors be and they are hereby empowered pursuant to Sections 570 and 573 of the Companies Act 2006 to allot equity securities for cash.
7.	To re-elect Bruno Deschamps as a Director.				17.	That, if Resolution 15 is passed and in addition to any authority granted under Resolution 16, the Directors be and they are hereby empowered pursuant to Sections 570 and 573 of the Companies Act 2006, to allot equity securities for cash.
8.	To re-elect Kath Durrant as a Director.				18.	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.
9.	To re-elect Gillian Kent as a Director.				19.	That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice.
10.	To re-elect Simon King as a Director.

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

Signature	Date

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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).

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AI assistant

SIG PLC — AGM Information 2022

5276_agm-r_2022-03-28_51fb793c-0bf0-478c-9f3e-5621c213fc08.pdf

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

Directors:

Registered Office

Annual General Meeting 2022

Dear Shareholder,

Notice Of Meeting

Meeting Arrangements

Annual Report And Accounts (Resolution 1)

Directors' Remuneration Report (Resolution 2)

Re-Election Of Directors (Resolutions 3 to 12)

Re-Appointment Of Auditor And Auditor's Remuneration (Resolutions 13 and 14)

Authority To Allot Equity Securities (Resolution 15)

Disapplication Of Statutory Pre-Emption Rights (Resolutions 16 and 17)

Authority To Purchase Ordinary Shares (Resolution 18)

Length Of Notice Of General Meetings Other Than AGMs (Resolution 19)

Notice Of Publication Of Annual Report And Accounts

Recommendation

Voting At The AGM

SIG PLC Notice of Annual General Meeting

Ordinary Resolutions

Special Resolutions

Andrew Watkins

Registered Office:

Notes:

Biographical Details for Each Director

Andrew Allner BA, FCA

Non-Executive Chairman

External roles

Experience and past roles

Contribution

Steve Francis MA Chief Executive Officer

External roles

Experience and past roles

Contribution

Ian Ashton BA, FCA Chief Financial Officer

External roles

Experience and past roles

Contribution

Shatish Dasani MA, FCA, MBA Non-Executive Director

External roles

Experience and past roles

Contribution

Bruno Deschamps ISG Paris (MBA, marketing, finance) Non-Executive Director

External roles

Experience and past roles

Contribution

Kath Durrant BA

External roles

Experience and past roles

Contribution

Gillian Kent BA, CIM Diploma in Marketing Non-Executive Director

External roles

Experience and past roles

Contribution

Simon King AMP, Insead Non-Executive Director

External roles

Experience and past roles

Contribution

Alan Lovell MA, FCA

External roles

Experience and past roles

Contribution

Christian Rochat BA (Law), PhD (Law), MBA

Non-Executive Director

External roles

Experience and past roles

Contribution

Board Committees2

Audit Committee

Remuneration Committee

Nominations Committee

Notes:

Shareholder Notes

SIG plc:

Attendance Card

Form of Proxy - Annual General Meeting to be held on 12 May 2022

SIG PLC AGM Information 2022