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SIG PLC Proxy Solicitation & Information Statement 2021

Apr 8, 2021

5276_agm-r_2021-04-08_53d59f97-3143-4534-9386-a82b5975b2a1.pdf

Proxy Solicitation & Information Statement

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SIG plc

All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

The Annual General Meeting (AGM) of SIG plc (Company) is to be held at 10am on Thursday 13 May 2021, at the offices of SIG West London, Valor Park, Mathisen Way, Colnbrook, Slough SL3 0HF. Please read the notice of the 2021 AGM and accompanying commentary and notes dispatched to shareholders with this document.

In light of the COVID-19 restrictions, all shareholders are strongly encouraged and requested to appoint the Chairman of the Meeting as their proxy or representative as any other persons so appointed will not be permitted to attend the AGM.

Form of Proxy - Annual General Meeting of SIG plc to be held on 13 May 2021

Further details on how to attend the AGM, ask questions and vote at the AGM remotely are set out in Appendix 2 of the Notice of AGM

As you will not be able to attend in person, and even if you intend the AGM through electronic access, we strongly encourage you to vote in advance or to appoint the Chairman as your proxy. If you appint someone other than the Chairman of the meeting as your proxy, that person may not be able to attend the AGM in person or cast your vote

  • Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
    1. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
  • 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
    1. Any alterations made to this form should be initialled
    1. The completion and return of this form will not preclude a member from attending the meeting and voting in person
All Named Holders

Explanatory Notes:

    1. 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).
  • To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline 2. 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 instructions being given. All forms must be signed and should be returned together in the same envelope
  • 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 proportion of the votes 'For' and 'Against' a resolution.
  • We are pleased to confirm that we have made arrangements to hold our 2021 AGM as a combined physical and electronic meeting (known as a "hybrid" meeting). This means that although current restrictions mean shareholders will not be permitted to attend the physical location for the AGM in person, shareholders will be able to attend, ask questions and vote at the AGM remotely through an electronic platform.

REMOTE ACCESS TO THE AGM

In order to participate at the AGM remotely, you will need to visit meetings.computershare.com/MTQMWU9 on your device operating a compatible browser using the latest version of Chrome. Firefox. Edge or Safari. Please note that Internet Explorer is not supported. It is highly recommended that your system capabilities in advance of the meeting day. If you are a shareholder, you can use your unique Shareholder Reference Number and PIN as displayed on this Form of Proxy. If you are an appointed proxy or a corporate representative you

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.

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). In light of the COVID-19 restrictions, all shareholders are strongly encouraged and requested to appoint the Chairman of the Meeting as their proxy or representative as any other persons so appointed will not be permitted to attend the AGM.

IlWe hereby appoint the Chairnan of the person indicated in the box above as mybur proxy to attend, speak and vote in respect of myour full voling entilement on my/our behalf at the Annual General Medithe offices of SIG West London, Valor Park, Mathisen Way, Colnbrook, Slough, SL3 0HE on 13 May 2021 at 10 00 am and at any a stina

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* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
Please use a black pen. Mark with an X
Please mark here to indicate that this proxy appointment is one of multiple appointments being made. inside the box as shown in this example.
Ordinary Resolutions
1. To receive the financial statements for the year ended
31 December 2020 together with the reports of the
Directors and Auditor thereon.
For Vote
Against Withheld
12. To elect Christian Rochat as a Director. For Against Withheld Vote
2. To approve the Annual Statement by the Chair of
the Remuneration Committee and the Directors'
Remuneration Report for the year ended 31 December
2020 (other than the Directors' Remuneration Policy).
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.
3. To re-elect Andrew Allner as a Director. 14. To authorise the Audit Committee of the Board to
determine the Auditor's remuneration.
4. To re-elect Steve Francis 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.
5. To elect lan Ashton as a Director. 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.
6. To elect Shatish Dasani 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.
7. To elect Bruno Deschamps 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.
8. To elect Kath Durrant 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.
9. To elect Simon King as a Director. 20. That, subject to the approval of the High Court of
England and Wales, the entire amount standing to the
credit of the Company's share premium account, be
and is hereby cancelled.
10. To re-elect Gillian Kent as a Director. 21. That, with effect from the conclusion of the meeting,
the articles of association produced to the meeting be
adopted as the articles of association of the Company.
11. To re-elect Alan Lovell as a Director.

l We instruct my/our proxy as indicated on this form. Unless other any may vote as he or she sees fi or abstain in relating.

Signature

Date

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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