SIG plc
Notice of Annual General Meeting 2019 01

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 General Meeting

The Annual General Meeting is to be held at the offices of Herbert Smith Freehills LLP, Exchange House, Primrose Street, London, EC2A 2EG on Wednesday 8 May 2019 at 12 noon

The Notice of Annual General Meeting is set out on pages 6 to 8 of this Document.

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

SIG plc
(Registered in England No. 998314)

DIRECTORS:
A.J. Allner
M. Oldersma
N.W. Maddock
A. Abt
J.E. Ashdown
I.B. Duncan
A.C. Lovell
C.M.P. Ragoucy

REGISTERED OFFICE
10 Eastbourne Terrace
London
W2 6LG

27 March 2018

Dear Shareholder,

ANNUAL GENERAL MEETING

I am writing to explain in detail the items of business contained in the Notice of Annual General Meeting (the "2019 Annual General Meeting") of SIG plc (the "Company"), to be held at 12 noon on Wednesday, 8 May 2019 at the offices of Herbert Smith Freehills LLP, Exchange House, Primrose Street, London, EC2A 2EG. The Notice of Annual General Meeting of the Company is set out on pages 6 to 8 of this document.

ANNUAL REPORT AND ACCOUNTS (RESOLUTION 1)

The Chairman will present the Annual Report and Accounts of the Company for the year ended 31 December 2018 to the 2019 Annual General Meeting.

DIRECTORS' REMUNERATION REPORT (RESOLUTION 2)

The Directors' remuneration report is set out in the Annual Report and Accounts on pages 84 to 105. Resolution 2 is the ordinary resolution to approve the Directors' remuneration report, other than the part containing the Directors' Remuneration Policy. 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 2018. 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.

FINAL DIVIDEND (RESOLUTION 3)

A final dividend of 2.50p per ordinary share for the year ended 31 December 2018 is recommended for payment by the Directors which, together with the interim dividend of 1.25p per ordinary share, makes a total for the year ended 31 December 2018 of 3.75p. If Shareholders approve the recommended final dividend, this will be paid on 5 July 2019 to all ordinary Shareholders who were on the register of members at the close of business on 7 June 2019.

ELECTION/RE-ELECTION OF DIRECTORS (RESOLUTIONS 4 TO 10)

All Directors are seeking election or re-election in accordance with the requirements of the UK Corporate Governance Code with the exception of Ms J.E. Ashdown who, as previously announced, will be retiring as a Non-Executive Director and Chair of the Remuneration Committee after eight years with the Company following the conclusion of the Annual General Meeting.

Two Non-Executive Directors have been appointed to the Board since the last Annual General Meeting and will therefore be standing for election: Mr A.C. Lovell was appointed as a Non-Executive Director and the Senior Independent Director of the Company on 1 August 2018; Mr C.M.P. Ragoucy was appointed as a Non-Executive Director also with effect from 1 August 2018.

The Directors standing for re-election are: Mr A.J. Allner, Ms A. Abt, Mr I.B. Duncan, Mr N.W. Maddock and Mr M. Oldersma. It is the view of the Board that each of the Non-Executive Directors standing for election or 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 judgment. Brief biographical notes for each of the Directors standing for election or 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 13 of this letter. The Board has confirmed, following a performance review that all Directors

SIG plc
Notice of Annual General Meeting 2019

standing for election or re-election continue to perform effectively and demonstrate commitment to their roles. I strongly recommend that you vote in favour of the election or re-election of these Directors.

The Board confirms that each Director is able to dedicate sufficient time to their role and responsibilities, see page 64 of the Annual Report for further details.

The search for a new Non-Executive Director and Chair of Remuneration Committee is well advanced and an announcement will be made in due course.

APPOINTMENT OF AUDITOR AND AUDITOR'S REMUNERATION (RESOLUTIONS 11 AND 12)

Resolution 11 relates to the appointment of Ernst & Young LLP, as the Company's Auditor to hold office until the next annual general meeting of the Company. Following the vote against the re-appointment of Deloitte LLP as external Auditor at the 2018 annual general meeting, the Audit Committee commenced the process of carrying out an audit tender process in accordance with applicable law and regulation. A selection committee was set up led by the chair of the Audit Committee and a number of firms were invited to tender including candidates from inside and outside the Big Four. The evaluation criteria included the experience and knowledge of the lead partner and audit team, the global account management capability, audit approach and accounting policies, audit coverage and transition. The Audit Committee recommended to the Board two choices for external Auditor, with a reasoned preference that Ernst & Young LLP be appointed as external Auditor for the 2018 financial year. Ernst & Young LLP filled this casual vacancy as auditor on 4 July 2018 and Shareholders are now asked to approve their appointment.

Resolution 12 authorises the Audit Committee of the Board to set the external Auditor's remuneration.

AUTHORITY TO ALLOT EQUITY SECURITIES (RESOLUTION 13)

Resolution 13 deals with the Directors' authority to allot shares.

At the last annual general meeting of the Company held on 10 May 2018, the Directors were given authority to allot ordinary shares in the capital of the Company up to a maximum nominal amount of £39,436,549 representing approximately two-thirds of the Company's then issued ordinary share capital. This authority expires at the end of the 2019 Annual General Meeting. Resolution 13 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 £39,437,132, representing the guideline limit of approximately two-thirds of the Company's issued ordinary share capital as at 14 March 2019 (the latest practicable date prior to the publication of this document). Of this amount, 197,185,661 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 annual general meeting of the Company or, if earlier, 8 August 2020. 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 14 AND 15)

Resolutions 14 and 15 will give the Directors authority to allot ordinary shares in the capital of the Company pursuant to the authority granted under Resolution 13 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 were revised in March 2015 to 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 has taken place in the six month period preceding the announcement of the issue.

SIG plc
Notice of Annual General Meeting 2019

ANNUAL GENERAL MEETING CONTINUED

Resolution 14 will permit the Directors to allot:

(a) equity securities for cash and sell treasury shares up to a nominal amount of £39,437,132, representing two-thirds of the Company's issued share capital as at 14 March 2019 (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 £2,957,785, which represents 5% of the issued ordinary share capital of the Company as at 14 March 2019 (being the last practicable date prior to publication of this document) otherwise than in connection with a pre-emptive offering to existing Shareholders.

Resolution 14 will permit the Directors to allot additional equity securities for cash and sell treasury shares up to a maximum nominal value of £2,957,785, 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 15 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 Group 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 15) without prior consultation with Shareholders.

The authorities contained in Resolutions 14 and 15 will expire upon the expiry of the authority to allot shares conferred in Resolution 13, being the earlier of the end of the next annual general meeting of the Company or 8 August 2020.

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 2019 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 59,155,698 shares (representing approximately 10% of the current issued ordinary share capital of the Company as at 14 March 2019 (the latest practicable date prior to the publication of this document). This power will expire on the conclusion of the next annual general meeting of the Company or, if earlier, 8 August 2020. 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 16 is passed at the 2019 Annual General Meeting, 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 16 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.

SIG plc
Notice of Annual General Meeting 2019

As at 14 March 2019 (the latest practicable date prior to the publication of this document), there were options outstanding over 3,869,181 ordinary shares in the capital of the Company representing 0.65% of the Company's issued ordinary share capital. If the authority to purchase the Company's ordinary shares being sought in Resolution 16, and the existing authority to purchase ordinary shares taken at last year's annual general meeting (which expires at the end of the 2019 Annual General Meeting) was exercised in full, these options would represent 8.2% of the Company's issued ordinary share capital.

LENGTH OF NOTICE OF GENERAL MEETINGS OTHER THAN AGMs (RESOLUTION 17)

Resolution 17 is a resolution to allow the Company to hold general meetings (other than Annual General Meetings) on 14 days' notice.

General meetings (other than Annual General Meetings) must be held on 21 days' notice unless Shareholders approve a shorter notice period, which cannot be less than 14 clear days. Annual General Meetings 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 16 as a Special Resolution to approve 14 days as the minimum period of notice for all general meetings of the Company other than Annual General Meetings. The approval of this resolution will be effective until the end of the next annual general meeting 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 2018 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, or if you wish to request a hard copy of the Annual Report and Accounts, 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 AND ACTION TO BE TAKEN

The Board considers that all the Resolutions set out in the 2019 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 566,847 shares representing 0.1% of the issued ordinary share capital of the Company.

Whether or not you are able to attend the 2019 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 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 2019 Annual General Meeting. Alternatively, Shareholders may also register their proxy appointment and voting instructions electronically. Please refer to the notes on pages 9 to 11 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 2019 Annual General Meeting if you so wish.

Yours faithfully

Andrew Allner

Chairman

SIG plc

Notice of Annual General Meeting 2019

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 offices of Herbert Smith Freehills LLP, Exchange House, Primrose Street, London, EC2A 2EG on Wednesday 8 May 2019 at 12 noon (the "2019 Annual General Meeting" or the "Meeting") to consider and, if thought fit, to pass Resolutions 1 to 13 inclusive as ordinary resolutions and Resolutions 14 to 17 inclusive as special resolutions.

ORDINARY RESOLUTIONS

To receive the financial statements for the year ended 31 December 2018 together with the reports of the Directors and Auditor thereon.
To approve the Annual Statement by the Chair of the Remuneration Committee and the Directors' remuneration report for the year ended 31 December 2018 set out on pages 84 to 105 (inclusive) in the Annual Report and Accounts (other than the Directors' Remuneration Policy set out on pages 92 to 100 (inclusive) in the Annual Report and Accounts).
To declare a final dividend for the year ended 31 December 2018 of 2.50p per ordinary share on the ordinary shares in the Company.
To re-elect Mr A.J. Allner as a Director.
To re-elect Ms A. Abt as a Director.
To re-elect Mr I.B. Duncan as a Director.
To elect Mr A.C. Lovell as a Director.
To re-elect Mr N.W. Maddock as a Director.
To re-elect Mr M. Oldersma as a Director.
To elect Mr C.M.P. Ragoucy as a Director.
To 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.
To authorise the Audit Committee of the Board to determine the Auditor's remuneration.
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 £19,718,566; and
(b) up to a further aggregate nominal amount of £19,718,566 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 8 August 2020, 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

SIG plc
Notice of Annual General Meeting 2019

SPECIAL RESOLUTIONS

That, if Resolution 13 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 13 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 13 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, 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 of equity securities or sale of treasury shares (otherwise than pursuant to sub-paragraph (a) of this Resolution 13) to any person or persons up to an aggregate nominal amount of £2,957,785 (being approximately 5% of the issued ordinary share capital of the Company as at 14 March 2019),

such authority to expire at the conclusion of the next annual general meeting of the Company or, if earlier, on 8 August 2020 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.

That if Resolution 13 is passed and in addition to any authority granted under Resolution 14, 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 13 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 £2,957,785 (being approximately 5% of the issued ordinary share capital of the Company as at 14 March 2019); 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 8 August 2020, 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.

SIG plc
Notice of Annual General Meeting 2019

SIG PLC NOTICE OF ANNUAL GENERAL MEETING CONTINUED

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 59,155,698 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 14 March 2019) 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 2020 Annual General Meeting of the Company or, if earlier, on 8 August 2020 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

Richard Monro
Secretary
27 March 2019

REGISTERED OFFICE:
10 Eastbourne Terrace
London
W2 6LG
Registered Number: 998314

SIG plc
Notice of Annual General Meeting 2019

NOTES:

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.
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.
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.
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 3 May 2019. 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.
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).
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.
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 2019 Annual General Meeting as he/she thinks fit.

SIG plc
Notice of Annual General Meeting 2019

SIG PLC NOTICE OF ANNUAL GENERAL MEETING CONTINUED

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.

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 3 May 2019 (or, if the Meeting is adjourned, at 6.00pm 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.
As at 14 March 2019 (the latest practicable date prior to the publication of this document), the Company's issued share capital consists of 591,556,982 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 591,556,982.
The following documents will be available for inspection during normal business hours at the registered office of the Company until 7 May 2019 and at the offices of Herbert Smith Freehills LLP, Exchange House, Primrose Street, London, EC2A 2EG from 11.15am on 8 May 2019:
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.
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.

SIG plc
Notice of Annual General Meeting 2019

Shareholders vote on a show of hands, unless a poll is validly called. As soon as practicable following the 2019 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.
A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the 2019 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.
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.
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.
The contents of this Notice of Annual General Meeting and all the information required by Section 31 A of the Companies Act 2006 will be available on the Company's website www.sigplc.com.
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.
Biographical details of each Director being proposed for election or re-election by Shareholders are set out on pages 12 to 13.

SIG plc
Notice of Annual General Meeting 2019
11

BIOGRAPHICAL DETAILS FOR EACH DIRECTOR

| ANDREW ALLNER
BA, FCA | MEINIE OLDERSMA | NICK MADDOCK
MA, ACA | ALAN LOVELL
MA, FCA |
| --- | --- | --- | --- |
| Non-Executive Chairman
Age: 65
Became Non-Executive Chairman on 1 November 2017. | Chief Executive Officer
Age: 59
Appointed a Director and Chief Executive Officer on 3 April 2017. | Chief Financial Officer
Age: 48
Appointed a Director and Chief Financial Officer on 1 February 2017. | Senior Independent Non-Executive Director
Age: 65
Became a Non-Executive Director on 1 August 2018. |
| External roles
Andrew is Chairman at The Go-Ahead Group plc and Fox Marble Holdings plc, an AIM-traded company. | External roles
Meinie is the Director of Oldersma Management & Consultancy Ltd. | External roles
Nick does not currently hold any external directorships. | External roles
Alan is Non-Executive Chairman of Safestyle UK plc and National Chair of the Consumer Council for Water. |
| Experience and past roles
Andrew has significant current listed company Board experience as Chairman and as Non-Executive Director. He was previously Chairman at Marshalls plc and Non-Executive Director of Northgate plc, AZ Electronic Materials SA and CSR plc. Previous executive roles include Group Finance Director of RHM plc and CEO of Enodis plc. He has also held Senior Executive positions with Dalgety plc, Amersham International plc and Guinness plc. | Experience and past roles
Meinie was previously the Group Chief Executive of Brammer Limited, Europe's leading specialist distributor of industrial maintenance, repair and overhaul products. Prior to that, Meinie was CEO at 20:20 Mobile Group and President of Ingram Micro China Group. Meinie was also previously the Non-Executive Chairman of Kondor HOLDCO Ltd and a Non-Executive Director of Bunzl Plc and KidsFoundation Holdings B.V. | Experience and past roles
Prior to joining SIG, Nick was Chief Financial Officer of McCarthy & Stone plc, steering it towards its re-listing on the London Stock Exchange in November 2015. Before this, Nick held senior finance roles at Centrica plc and was a Director in Mergers and Acquisitions at ING Barings. Nick trained as a chartered accountant and chartered tax advisor at Ernst & Young. | Experience and past roles
Alan has previously been the Chief Executive Officer of six companies – Tamar Energy Limited, Infinis plc, Jarvis plc, Dunlop Slazenger Group Ltd, Costain Group plc and Conder Group plc. Alan was also previously Chairman of Sepura plc and Flowgroup plc. |
| Contribution
Andrew brings varied and substantial board and general management experience to the Group. He has an in-depth understanding of corporate governance having served as a director and Chairman of a number of listed companies. Since his appointment in November 2017 he has led the process for the appointment of two new Non-Executive Directors and continues to review the composition and effectiveness of the Board and its Committees on an ongoing basis. | Contribution
Meinie has considerable global executive and non-executive management experience across a number of industries. He is a specialist in business turnaround with many successful assignments completed in Europe and China for public and privately held companies. Meinie is an experienced leader of organisational change, with a strong record of driving sustainable growth in small, medium and large firms. | Contribution
Nick has held a number of senior finance roles and has extensive experience in driving improved operational and financial performance and creating value across a range of industries and international markets for public, private and private equity shareholders. He has a track record of delivering successful business change and implementing enhanced financial management and control, bringing the skill set to drive the necessary transformation at pace across SIG. | Contribution
Alan brings significant listed company board experience as both an executive and Non-Executive Director. He has extensive experience in the Group's key sector of construction in both the UK and Europe, the Group's key markets. He is also a turnaround expert. |

SIG plc
Notice of Annual General Meeting 2019

SIG plc
Notice of Annual General Meeting 2019
13

| ANDREA ABT
MBA | IAN DUNCAN
MA, ACA | CYRILLE RAGOUCY
MA | BOARD COMMITTEES |
| --- | --- | --- | --- |
| Non-Executive Director
Age: 58
Became a Non-Executive Director on 12 March 2015. | Non-Executive Director
Age: 57
Became a Non-Executive Director on 1 January 2017. | Non-Executive Director
Age: 63
Became a Non-Executive Director on 1 August 2018. | Audit Committee
Mr I.B. Duncan – Chair, Ms A. Abt, Ms J.E. Ashdown, Mr A.C. Lovell, Mr C.M.P. Ragoucy |
| External roles
Andrea is a Non-Executive Director of John Laing Group plc and Petrofac Limited, and is a member of the supervisory board of Gerresheimer AG. | External roles
Ian is the Senior Independent Non-Executive Director and Chair of the Audit Committee of Bodycote plc and a Non-Executive Director and Chair of the Audit Committee of Babcock International plc. | External roles
Cyrille is the Non-Executive Chairman and interim Chief Executive of Balta Group NV. He is also the Non-Executive Chairman of Chryso Group. | Remuneration Committee
Ms J.E. Ashdown – Chair Ms A. Abt, Mr I.B. Duncan, Mr A.C. Lovell, Mr C.M.P. Ragoucy |
| Experience and past roles
Andrea was previously a Non-Executive Director of Brammer plc. Before developing a portfolio career in 2014, she held numerous positions in sales, finance, productivity and supply chain management in the Daimler-Benz and Siemens group of companies, where her last role was Head of Supply Chain Management and Chief Procurement Officer of the Siemens sector Infrastructure & Cities. | Experience and past roles
Having developed a portfolio career since 2010, Ian was previously a Non-Executive Director and Chair of the Audit Committee at WANdisco plc and Fiberweb plc. Ian's last executive role was as Group Finance Director of the Royal Mail Group plc. | Experience and past roles
Cyrille was Chief Executive Officer of Tarmac Ltd until 2016. | Nominations Committee
Mr A.J. Allner – Chair, Ms A. Abt, Ms J.E. Ashdown, Mr I.B. Duncan, Mr A.C. Lovell, Mr M. Oldersma, Mr C.M.P. Ragoucy |
| Contribution
Andrea worked in different functions in global businesses and has served on listed company boards as a member of the audit, remuneration, nomination and ethics and compliance committees in a wide range of industries. She brings an independent international perspective with recent specialist knowledge in supply chain and procurement to the Board, benefiting both from her extensive operational executive and non-executive experience. | Contribution
Ian is an experienced Non-Executive Director and Audit Committee Chairman having held these positions with a number of listed companies. He brings extensive financial and change management experience and financial expertise and insight as Chairman of the Audit Committee. | Contribution
Cyrille has over 25 years' experience at senior levels in the European building materials sector across the US, Canada, China, UK, France and Spain. Cyrille's international experience, expertise in restructuring and M&A transactions and knowledge of the Group's key sectors are highly valued by the Board. Cyrille is also trilingual in French, English and Spanish. | |

14
SIG plc
Notice of Annual General Meeting 2019

SHAREHOLDER NOTES

SIG plc
Notice of Annual General Meeting 2019
15

SHAREHOLDER NOTES

SIG plc

SIG plc: 10 Eastbourne Terrace, London, W2 6LG
T: +44 (0) 114 285 6300
F: +44 (0) 114 285 6349
W: www.sigplc.com

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SIG PLC Proxy Solicitation & Information Statement 2019

5276_agm-r_2019-03-28_4525d603-fcc9-4f42-8be1-6827d0f7d50a.pdf

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Chairman's Letter to Shareholders and Notice of General Meeting

APPOINTMENT OF AUDITOR AND AUDITOR'S REMUNERATION (RESOLUTIONS 11 AND 12)

AUTHORITY TO ALLOT EQUITY SECURITIES (RESOLUTION 13)

DISAPPLICATION OF STATUTORY PRE-EMPTION RIGHTS (RESOLUTIONS 14 AND 15)

ANNUAL GENERAL MEETING CONTINUED

AUTHORITY TO PURCHASE ORDINARY SHARES (RESOLUTION 16)

LENGTH OF NOTICE OF GENERAL MEETINGS OTHER THAN AGMs (RESOLUTION 17)

NOTICE OF PUBLICATION OF ANNUAL REPORT AND ACCOUNTS

RECOMMENDATION AND ACTION TO BE TAKEN

SIG PLC NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTIONS

SIG PLC NOTICE OF ANNUAL GENERAL MEETING CONTINUED

NOTES:

SIG PLC NOTICE OF ANNUAL GENERAL MEETING CONTINUED

BIOGRAPHICAL DETAILS FOR EACH DIRECTOR

SHAREHOLDER NOTES

SHAREHOLDER NOTES

AI assistant

SIG PLC — Proxy Solicitation & Information Statement 2019

5276_agm-r_2019-03-28_4525d603-fcc9-4f42-8be1-6827d0f7d50a.pdf

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

Chairman's Letter to Shareholders and Notice of General Meeting

APPOINTMENT OF AUDITOR AND AUDITOR'S REMUNERATION (RESOLUTIONS 11 AND 12)

AUTHORITY TO ALLOT EQUITY SECURITIES (RESOLUTION 13)

DISAPPLICATION OF STATUTORY PRE-EMPTION RIGHTS (RESOLUTIONS 14 AND 15)

ANNUAL GENERAL MEETING CONTINUED

AUTHORITY TO PURCHASE ORDINARY SHARES (RESOLUTION 16)

LENGTH OF NOTICE OF GENERAL MEETINGS OTHER THAN AGMs (RESOLUTION 17)

NOTICE OF PUBLICATION OF ANNUAL REPORT AND ACCOUNTS

RECOMMENDATION AND ACTION TO BE TAKEN

SIG PLC NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTIONS

SIG PLC NOTICE OF ANNUAL GENERAL MEETING CONTINUED

NOTES:

SIG PLC NOTICE OF ANNUAL GENERAL MEETING CONTINUED

BIOGRAPHICAL DETAILS FOR EACH DIRECTOR

SHAREHOLDER NOTES

SHAREHOLDER NOTES

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SIG PLC Proxy Solicitation & Information Statement 2019