Notice of ANNUAL GENERAL MEETING 25 MAY 2016

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Notice of Annual General Meeting

Notice is hereby given that the 52nd Annual General Meeting of Travis Perkins plc (the "Company") will be held at Northampton Rugby Football Club, Franklin's Gardens, Weedon Road, Northampton NN5 5BG, on Wednesday 25 May 2016 at 12.00 noon for the purposes set out below.

To consider and, if thought fit, to pass the following Resolutions, of which Resolutions 1 to 14 (inclusive) will be proposed as ordinary resolutions and Resolutions 15 to 18 (inclusive) will be proposed as special resolutions.

1. To receive the Company's annual accounts and the reports of the directors and auditor thereon for the financial year ended 31 December 2015.
2. To approve the directors' remuneration report contained within the annual report and accounts for the financial year ended 31 December 2015.
3. To declare a final dividend for the financial year ended 31 December 2015 of 29.25 pence per ordinary share, payable to shareholders on the register at the close of business on 29 April 2016.
4. To re-appoint Ruth Anderson as a director of the Company.
5. To re-appoint Tony Buffin as a director of the Company.
6. To re-appoint John Carter as a director of the Company.
7. To re-appoint Coline McConville as a director of the Company.
8. To re-appoint Pete Redfern as a director of the Company.
9. To re-appoint Christopher Rogers as a director of the Company.
10. To re-appoint John Rogers as a director of the Company.
11. To re-appoint Robert Walker as a director of the Company.
12. To re-appoint KPMG LLP, Chartered Accountants, as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting of the Company at which accounts are laid.
13. To authorise the Audit Committee of the Board to fix the remuneration of the Company's auditor.
14. That, in substitution for all existing authorities, the directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for, or to convert any security into, shares in the Company:
(a) up to an aggregate nominal amount of £8,331,153 (such amount to be reduced by the aggregate nominal amount allotted or granted under paragraph (b) of this Resolution 14 in excess of £8,331,153; and
(b) comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to an aggregate nominal amount of £16,662,306 (such amount to be reduced by the aggregate nominal amount allotted or granted under paragraph (a) of this Resolution 14) in connection with an offer by way of a rights issue:
- (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
- (ii) to holders of other equity securities as required by the rights of those securities,

and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authorities to apply until the end of the Company's next Annual General Meeting after this Resolution is passed (or, if earlier, until the close of business on 25 August 2017) but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority expires and the directors may allot shares or grant such rights under any such offer or agreement as if the authority had not expired. References in this Resolution 14 to the nominal amount of rights to subscribe for or to convert any security into shares (including where such rights are referred to as equity securities as defined in section 560(1) of the Companies Act 2006) are to the nominal amount of shares that may be allotted pursuant to the rights.

15. That, in substitution for all existing powers and subject to the passing of Resolution 14, the directors be and are hereby generally empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash pursuant to the authority granted by Resolution 14 and, pursuant to section 573 of the Companies Act 2006, to sell ordinary shares held by the Company as treasury shares for cash, in each case free of the restriction in section 561 of the Companies Act 2006, such power to be limited:
(a) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of an allotment pursuant to the authority granted by paragraph (b) of Resolution 14, such power shall be limited to the allotment of equity securities in connection with an offer by way of a rights issue only):
- (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
- (ii) to holders of other equity securities as required by the rights of those securities or, subject to such rights, as the directors otherwise consider necessary,

(b) to the allotment of equity securities pursuant to the authority granted by paragraph (a) of Resolution 14 and/or sale of treasury shares for cash (in each case otherwise than in the circumstances set out in paragraph (a) of this Resolution 15) up to a nominal amount of £2,499,346 calculated, in the case of equity securities which are rights to subscribe for, or to convert securities into, ordinary shares by reference to the aggregate nominal amount of relevant shares which may be allotted pursuant to such rights,

such power to apply until the end of the Company's next Annual General Meeting after this Resolution is passed (or, if earlier, until the close of business on 25 August 2017) but so that the Company may make offers and enter into agreements before the power expires which would, or might, require equity securities to be allotted after the power expires and the directors may allot equity securities under any such offer or agreement as if the power had not expired.

16. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.
17. That the Company be and is hereby generally and unconditionally authorised to make one or more market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 10 pence each in the capital of the Company ("ordinary shares"), provided that:
(a) the maximum aggregate number of ordinary shares authorised to be purchased is 24,993,460 (representing approximately 10% of the issued share capital of the Company as at 11 April 2016);
(b) the minimum price (exclusive of expenses) which may be paid for an ordinary share is its nominal value of 10 pence;
(c) the maximum price (exclusive of expenses) which may be paid for an ordinary share is the higher of (i) 105% of the average of the middle market quotations for an ordinary share as derived from The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and (ii) an amount equal to the higher of the price of an ordinary share quoted for the last independent trade and the highest current independent bid for an ordinary share on the trading venues where the purchase is carried out;
(d) this authority (unless previously renewed, varied or revoked by the Company in general meeting) expires at the conclusion of the next Annual General Meeting of the Company or 25 August 2017, whichever is the earlier; and
(e) the Company may make a contract to purchase ordinary shares under this authority before the expiry of such authority, which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of ordinary shares pursuant to any such contract.
18. That the Articles of Association produced to the meeting and initialled by the chairman of the meeting for the purpose of identification be and are hereby adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, all the existing Articles of Association with effect from the conclusion of the meeting.

By Order of the Board

Deborah Grimason Company Secretary and General Counsel 22 April 2016

Lodge Way House, Harlestone Road, Northampton NN5 7UG Registered in England No. 824821

Annual General Meeting/Explanatory Notes to the Resolutions

The Annual General Meeting of the Company will be held at Northampton Rugby Football Club, Franklin's Gardens, Weedon Road, Northampton NN5 5BG, on Wednesday 25 May 2016 at 12.00 noon. Directions to Northampton Rugby Football Club can be found on page 12. A lunch will be available.

The purpose of these explanatory notes is to explain the business to be considered at the Annual General Meeting.

The Board considers that all of the resolutions proposed are in the best interests of the Company and of its shareholders as a whole and unanimously recommends that shareholders vote in favour of all resolutions put before the Annual General Meeting, as they intend to do in respect of their own beneficial shareholdings.

Resolution 1: Accounts and reports

The Chairman will present the accounts and reports of the directors for the year ended 31 December 2015 to the Annual General Meeting.

Resolution 2: Directors' Remuneration Report

The Directors' Remuneration Report (which is set out on pages 110 to 125) of the Annual Report contains (i) the Annual Report on remuneration; and (ii) the annual statement by the chairman of the Remuneration Committee.

Resolution 2 is an ordinary resolution which seeks shareholder approval for the Directors' Remuneration Report, which gives details of the implementation of the Company's remuneration policy during the year ended 31 December 2015. The remuneration policy which is subject to a binding shareholder vote by ordinary resolution at least every three years was most recently approved in 2014 and is not subject to a vote this year.

The vote upon this Resolution is advisory and the directors' entitlement to remuneration is not conditional upon it.

Resolution 3: Final dividend

A final dividend of 29.25 pence per ordinary share for the year ended 31 December 2015 is recommended by directors for payment. If you approve the recommended final dividend, this will be paid on 27 May 2016 to all ordinary shareholders on the register of members at the close of business on 29 April 2016.

Resolutions 4 to 11: Directors

Resolutions 4 to 11 deal with the election/re-election of the directors. In accordance with the requirements of the UK Corporate Governance Code, all of the directors are standing for re-election by the shareholders at this year's Annual General Meeting. Biographies of each of the directors can be found in Appendix 1 on page 6 of this document.

The Board has confirmed, following an internally conducted performance review, that all directors standing for re-election continue to perform effectively and demonstrate commitment to their roles.

The Board has considered whether each of the non-executive directors is free from any relationship that could materially interfere with the exercise of his or her independent judgement and has determined that each continues to be considered to be independent.

Resolution 12: Auditor

The Company is required to re-appoint its external auditor at each general meeting at which accounts are presented, to hold office until the end of the next meeting of that type.

KPMG were first appointed at the 2015 Annual General Meeting following the conclusion of a competitive tender. On the recommendation of the Audit Committee, the Board is recommending to shareholders the re-appointment of KPMG LLP as the Company's auditor.

Resolution 13: Auditor's remuneration

Resolution 13 follows best practice in corporate governance by separately seeking authority for the Audit Committee to determine the auditor's remuneration.

Resolution 14: Renewal of authority to allot shares

Paragraph (a) of this Resolution would give the directors the authority to allot ordinary shares up to an aggregate nominal amount equal to £8,331,153 (representing 83,311,530 ordinary shares of 10 pence each). This amount represents approximately one-third of the issued ordinary share capital of the Company as at 11 April 2016, the latest practicable date prior to publication of this Notice.

In line with guidance issued by the Investment Association ("IA"), paragraph (b) of this resolution would give the directors authority to allot ordinary shares in connection with a rights issue in favour of ordinary shareholders up to an aggregate nominal amount equal to £16,662,306 (representing 166,623,060 ordinary shares of 10 pence each), as reduced by the nominal amount of any shares issued under paragraph (a) of this Resolution. This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital of the Company as at 11 April 2016, the latest practicable date prior to publication of this Notice. The authorities sought under paragraphs (a) and (b) of this Resolution will expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, on 25 August 2017.

The directors have no present intention of allotting new ordinary shares, other than to satisfy options under the Company's employee share option schemes. However, the directors consider it appropriate to maintain the flexibility that this authority provides.

Resolution 15: Disapplication of statutory pre-emption rights

This Resolution would give the directors the authority to allot ordinary shares (or sell any ordinary shares which the Company elects to hold in treasury) for cash pursuant to the authority granted under Resolution 14 without first offering them to existing shareholders in proportion to their existing shareholdings.

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").

Except as provided in the next paragraph, this authority would be limited to allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those shares. Pursuant to limb (a) of the Resolution, allotments made under the authorisation in paragraph (b) of Resolution 14 would be limited to allotments by way of a rights issue only (subject to the right of the Board to impose necessary or appropriate provisions to deal with, for example, fractional entitlements and regulatory matters).

The Pre-emption Principles were revised in 2015 to allow the authority for an issue of shares for cash otherwise than in connection with a pre-emptive offer to be increased from 5% to 10% of the Company's issued ordinary share capital, provided that the Company confirms that it intends to use the additional 5% authority only in connection with an acquisition or specified capital investment. The Board therefore confirms, in accordance with the Pre-emption Principles, that to the extent that the authority in paragraph (b) of Resolution 15 is used for an issue of ordinary shares with a nominal value in excess of £1,249,672 (that is 5% of the Company's issued ordinary share capital as at 11 April 2016), it intends that it will only be used in connection with an acquisition or specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding six-month period and is disclosed in the announcement of the issue.

The Board also confirms, in accordance with the Pre-emption Principles, that it does not intend to issue shares for cash representing more than 7.5% of the Company's issued ordinary share capital in any rolling three-year period other than to existing shareholders, save as permitted in connection with an acquisition or specified capital investment as described above, without prior consultation with shareholders.

The authority will expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, on 25 August 2017.

As stated above, the directors have no present intention of allotting new ordinary shares, other than to satisfy options under the Company's employee share option schemes. However, the directors consider it appropriate to maintain the flexibility that this authority provides.

Resolution 16: Notice of Meetings

The Companies Act 2006 requires that the notice period for general meetings of a listed Company is 21 days unless certain requirements are satisfied, including that shareholders approve a shorter notice period, which cannot be less than 14 clear days. At the Annual General Meeting held in 2015, shareholders approved a notice period for general meetings (other than Annual General Meetings) of not less than 14 clear days effective until this year's Annual General Meeting. This Resolution is proposed to allow the Company to continue to call general meetings (other than Annual General Meetings) on 14 clear days' notice.

The directors believe it is in the best interests of the shareholders of the Company to preserve the shorter notice period and accordingly are putting this Resolution, to be proposed as a special resolution, to the Meeting. The shorter notice period would not be used as a matter of routine for general meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. Examples of when it might be appropriate to call a general meeting at 14 days' notice include when emergency capital raising proposals or other price sensitive transactions are being put to shareholders for approval. The approval will be effective until the Company's Annual General Meeting in 2017, when it is expected that a similar resolution will be proposed. Under the Companies Act 2006 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.

Resolution 17: Authority to purchase own shares

The authority for the Company to purchase its own shares of 10 pence each granted at last year's Annual General Meeting will expire on the date of the forthcoming Annual General Meeting. The directors wish to renew this authority and accordingly Resolution 17 will be proposed as a special resolution at the 2016 Annual General Meeting to give the Company the authority to purchase its own ordinary shares in the market as permitted by the Companies Act 2006. The authority limits the number of shares that could be purchased to a maximum of 24,993,459 (representing approximately 10% of the issued ordinary share capital of the Company as at 11 April 2016) and sets minimum and maximum prices. This authority will expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, on 25 August 2017.

The directors consider that it is in the best interests of the Company to have available this authorisation, in case of circumstances when it would be appropriate to use it. They would only use it after consideration of the effect on earnings per share and the longer-term benefit for the Company and shareholders generally. The fact that such authorisation is being sought should not be taken to imply that shares would be purchased at any particular price or indeed at all. Any ordinary shares purchased pursuant to this authority may either be held as treasury shares or cancelled by the Company, depending on which course of action is considered by the directors to be in the best interests of shareholders at the time.

As at 11 April 2016, there were options to subscribe for 8,380,013 ordinary shares in the capital of the Company, which represent 3.35% of the Company's issued ordinary share capital (excluding any treasury shares). If the full authority to purchase own shares were to be used, and the shares cancelled, these outstanding options would represent approximately 3.73% of the Company's issued ordinary share capital (excluding any treasury shares) as at that date. As at 11 April 2016, the Company did not hold any treasury shares in the Company and no warrants over ordinary shares in the capital of the Company existed.

Resolution 18: Adoption of new Articles of Association

It is proposed to adopt new Articles of Association ('the New Articles') in order to reflect developments in practice and to provide clarification and additional flexibility. The Company's Articles of Association were last amended in 2010. Due to the extent of the changes, the Company is proposing the adoption of the New Articles rather than amendments to the current Articles of Association (the 'Current Articles'). The principal changes being proposed in the New Articles are summarised in Appendix 2 starting on page 7 of this document. Other changes, which are of minor, technical or clarifying nature, have not been noted.

A copy of the Current Articles and the proposed New Articles will be available for inspection during normal business hours (Saturdays, Sundays and public holidays excepted) at the offices of Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG up until the close of the Annual General Meeting. Copies will also be available on the day of the meeting at Northampton Rugby Football Club, Franklin's Gardens, Weedon Road, Northampton NN5 5BG from 11:45am until the conclusion of the Annual General Meeting.

A copy of the New Articles can also be found in the Investor Relations section of the Company's website at http://www.travisperkinsplc.co.uk/investor-relations/shareholder-information/general-meetings/2016

Appendix 1 Biographies of the Directors

Ruth Anderson was appointed as a non-executive director in 2011. She is a non-executive director of Ocado plc, Coats Group plc, The Royal Parks - an executive agency of the Department of Culture, Media and Sport, and a trustee of the charity, the Duke of Edinburgh's Award. She is a chartered accountant, and held a number of positions in KPMG (UK) from 1976 to 2009, being a member of its board from 1998 to 2004 and Vice Chair from 2005 to 2009.

Ruth is chairman of the Audit Committee and a member of the Stay Safe Committee and the Nominations Committee.

Tony Buffin was appointed as Chief Financial Officer on 8 April 2013. He is a Chartered Accountant and was previously with the Wesfarmers Group in Australia where he was Chief Financial Officer of the Coles Group from 2009. Prior to that he was Chief Executive Officer of the Loyalty Management Group. He is a member of the Executive Committee. Tony is also non-executive director of the Dyson Family business.

John Carter was appointed Chief Executive on 1 January 2014. He joined Sandell Perkins as a management trainee in 1978. He held a number of regional management positions, before being appointed Managing Director, Operations in 1996, and a director of Travis Perkins plc in July 2001. He became Chief Operating Officer in February 2005 and Deputy Chief Executive in December 2011. He is a trustee of the Building Research Establishment.

John is a member of the Stay Safe Committee and chairman of the Executive Committee.

Coline McConville was appointed as a non-executive director on 1 February 2015. Coline is currently a non-executive director of TUI AG, Inchcape PLC, Fevertree Drinks PLC, and UTV Media PLC and was formerly a non-executive director of Wembley National Stadium Limited, Shed Media PLC and HBOS PLC, and a global advisor and director of Grant Thornton International Limited. Previous to that Coline was Chief Operating Officer and Chief Executive Officer Europe of Clear Channel International Limited. She holds an MBA from Harvard Business School, where she was a Baker Scholar.

Coline is chairman of the Remuneration Committee and a member of the Audit Committee and the Nominations Committee.

Pete Redfern was appointed as a non-executive director on 1 November 2014. He is currently Chief Executive of Taylor Wimpey plc and is also a Chartered Accountant. Pete was previously Chief Executive of George Wimpey plc and, prior to that, he held the roles of Chief Executive and Finance Director of its UK Housing division.

Pete is chairman of the Stay Safe Committee and a member of the Remuneration Committee and the Nominations Committee.

Christopher Rogers was appointed as a non-executive director on 1 September 2013. He is a Chartered Accountant, Managing Director of Costa Coffee and a director of Whitbread plc, of which he was Group Finance Director from 2005 to 2012. He was Group Finance Director of Woolworth Group plc from 2001 to 2005 and previously held senior roles in both finance and commercial functions in Comet Group plc and Kingfisher plc. He was also a non-executive director of HMV Group plc from 2006 to 2012.

Chris is the Senior Independent Director and a member of the Audit Committee and the Nominations Committee.

John Rogers was appointed as a non-executive director on 1 November 2014 and is currently Chief Financial Officer of J Sainsbury plc and a member of the board of Sainsbury's Bank plc. During his career at Sainsbury's he has held the posts of Property Director, Director of Group Finance and Director of Corporate Finance. Prior to joining Sainsbury's, John held a variety of financial, operational and strategy roles.

John is a member of the Audit Committee, the Remuneration Committee and the Nominations Committee.

Robert Walker was appointed as a non-executive director in September 2009 and became Chairman in May 2010. He is chairman of Enterprise Inns plc, and of Eagle TopCo Limited. He was chairman of W H Smith plc, Williams Lea Group Ltd, Americana International Holdings Ltd and BCA Europe, senior independent director of Tate & Lyle plc and Group Chief Executive of Severn Trent plc. Previously, he spent over 30 years with Procter & Gamble, McKinsey and PepsiCo and has also served as a non-executive director on a number of other FTSE 100 and 250 boards.

Robert is chairman of the Nominations Committee and a member of the Remuneration and Stay Safe Committees.

Appendix 2

Summary of the principal proposed changes to the Company's Articles of Association

Under Resolution 18, the Company is proposing to adopt new Articles of Association (the "New Articles") to replace its current Articles of Association (the "Current Articles"). Set out below is a summary of the principal changes (Article references are to the New Articles). The New Articles also include some other minor modernising and clarificatory amendments which are not detailed below.

1. Disclosure of interests (Article 38)

The New Articles include changes in relation to the powers of the Company related to notices served under Section 793 of the Act, that require the disclosure of details of interests in shares in the Company. If there is a default in complying with a notice, the new powers allow the Company to require shares held in uncertificated form to be converted into certificated shares, and extend the power to any new shares issued in respect of the shares in default. The definition of what constitutes a default in supplying the information requested by the Company is stated in the New Articles to include the Company knowing, or having reasonable cause to believe that the information provided is false or materially incorrect.

2. Untraced members (Article 39)

As is the case under the Current Articles, the Company may sell the shares of shareholders who have been untraced for a period of 12 years or more. Currently, the former shareholder must be treated as a creditor, so that, they may subsequently claim the proceeds at any time. The New Articles treat the proceeds of such a sale as forfeited by the former shareholder two years after the sale, following which they have no further right to claim the proceeds. In addition, under the Current Articles, the Company is required to give notice to untraced shareholders of an intention to sell their shares by way of an advertisement in a national and local newspaper. Under the New Articles the Company must instead send a notice to the last registered address of the shareholder and use reasonable steps to trace the shareholder including, if appropriate, using a tracing agent.

3. Conduct of general meetings (Articles 41 - 53)

A number of technical amendments have been made to the provisions relating to shareholder meetings to bring these in line with best practice.

Under the Current Articles, accidental failure to provide notice of a meeting to a shareholder or the non-receipt of a notice of a meeting by a shareholder will not invalidate the meeting. The New Articles clarify that, in addition, a failure to give notice due to circumstances outside the Company's control will not invalidate the meeting. This is designed to cover a postal strike or similar situation.

Under the New Articles, if there are not sufficient directors to form a quorum in order to call a general meeting, any shareholder may call a general meeting (rather than any two shareholders under the Current Articles). It has also been made clear that two persons who are proxies for the same member or representatives of the same body corporate can constitute a quorum for a general meeting.

Under the New Articles, if neither the chairman nor the deputy chairman is present within 15 minutes (rather than 5 minutes currently) after the time appointed for holding the meeting, the directors present can elect one of their number to be chairman. The New Articles also allow 15 minutes, rather than 5 minutes, for a quorum to be present before an adjourned meeting is dissolved.

4. Amendments to shareholder resolutions (Article 54)

If written notice is received of a proposed amendment to an ordinary resolution, the New Articles impose an additional condition to it being accepted, that the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution. The New Articles also clarify that only the chairman of the meeting may propose an amendment to correct a clear error in a special resolution.

5. Proxies (Article 69 to 73)

The New Articles allow the Company to treat the form of proxy as sufficient evidence of the proxy's authority and clarify the hierarchy of tests to determine the validity of multiple appointments of proxy received in respect of the same share.

The New Articles provide that proxies for a poll to be taken after the date of a meeting or adjourned meeting must be received not less than 24 hours, or such shorter time as the directors may determine, before the time of the poll. The New Articles do not differentiate between meetings adjourned for more or less than 48 hours. The deadline for receipt is always 48 hours before the time for holding the adjourned meeting. The New Articles also permit the directors to determine whether nonworking days should be taken into account for the calculation of the time periods.

The deadlines for receipt of termination of proxy authority have been brought into line with the deadlines for receipt of proxies.

6. Number and appointment of directors (Article 76, 78 and 81)

The Current Articles prescribe that the number of directors must be at least 3 and no more than 12. The New Articles lower the minimum number of directors from 3 to 2 and do not prescribe a maximum number.

The New Articles provide for a shorter maximum length of notice of the intention to appoint a director at a general meeting (other than a person recommended by the Board) of 35 days rather than 42 days.

The New Articles do not contain any of the provisions in the Current Articles relating to the retirement by rotation of directors at annual general meetings every three years. Instead, in order to reflect what happens in practice (which is consistent with the UK Corporate Governance Code), the New Articles provide that all directors will retire annually and be subject to election at each annual general meeting, except a director appointed between the notice going out and the meeting, who will hold office until the next annual general meeting.

7. Termination of a director's appointment (Articles 85 and 86)

As under the Current Articles, the New Articles provide a means for shareholders to remove a director without the need to follow the procedure set out in sections 168 and 169 of the 2006 Act. The New Articles provide that a special resolution, rather than as now an ordinary resolution, is required.

The New Articles remove the provision which states that a director's appointment may be terminated in circumstances where the director has been suffering mental ill health or a court order has been made for the appointment of a person to exercise powers with respect to his property or affairs. This is in response to developments in mental health legislation and is in line with the removal of such provisions in the model articles for public companies.

8. Borrowing powers of directors (Article 94)

The Board's borrowing power threshold remains equivalent to two-and-a-half times the amount of the Company's share capital and reserves. A number of amendments have been made to the borrowing powers provisions in order to clarify how the constituent elements of the threshold are to be calculated. In particular, the share capital and reserves may now be adjusted as the directors may reasonably consider appropriate to reflect any change in the group companies since the date of the last audited consolidated balance sheet of the group; cash balances can be netted against borrowings; and provisions have been included on how any pension deficit or surplus should be treated.

9. Directors' remuneration (Article 97)

The maximum limit of fees for non-executive directors (other than in respect of additional services) is increased to £150,000 per annum per director and there is a separate new limit for the fees of the Chairman of £400,000 per annum to provide sufficient headroom for future years. The Board has no current plans to change its approach to the fees paid to non-executive directors and any such fees must in any event be in accordance with the Company's Remuneration Policy as approved by shareholders. The New Articles also clarify the ability of directors who hold another office, such as that of Chairman, or who serve on any committee of the directors, to be paid additional remuneration as well as their basic directors' fees.

10. Other interests and offices of directors (Articles 101 and 102)

If a director is interested in a transaction or is an officer of or employed by or interested in a company in which the Company is interested, provided that he has disclosed his interest, the New Articles confirm that such interests, offices or employment will not infringe the conflicts duty as codified in the 2006 Act. The New Articles also contain standard exemptions from disclosure in relation to directorships of other companies in the group.

New Article 102 gives the directors authority to authorise conflict situations including other directorships held by the Company's directors and to authorise the manner in which any conflict arising out of such office may be dealt with, either before or at the time when such conflict arises.

11. Number of directors below minimum (Article 104)

The New Articles include an additional clarification that, if the number of directors is less than either the number fixed as the minimum, or the quorum required for a meeting of the directors (or both) the continuing directors or director may act only for the purpose of filling vacancies or of calling a general meeting.

12. Dividend payment methods and unclaimed payments (Articles 115 to 118)

The Current Articles permit the payment of dividends by electronic means according to the elections of shareholders. The New Articles allow the directors to determine how dividends are paid, which method shall be the default method for paying dividends and whether shareholders may (or may not) make an election for a distribution method other than the default. The Board has no current plans to change the payment arrangements but it is important that the Company is able to cater for new developments and changes in practice, including the efficiency and costs saving that would flow from a change to electronic only payment.

The New Articles specify that a dividend or other sum will be treated as unclaimed for the purposes of the Articles if the details are not provided to allow payment to be made. Any unclaimed dividend amounts may be invested or otherwise made use of for the benefit of the Company until claimed.

The New Articles provide that if the Company sells the shares of an untraced shareholder, then any dividend or other money unclaimed in respect of those shares will be forfeited after a period of two years.

13. Scrip dividends (Article 119)

14. Notices and other communications (Articles 123, 126, 127 and 130)

The New Articles cater for situations where the provision of corporate information in electronic form or via a website may amount to a breach of securities laws of another jurisdiction. The Company may send hard copies if it needs to restrict the circulation of information in certain circumstances, such as for US securities law reasons.

The New Articles also cover the service of notice in the event of a postal strike; to allow the Company in such circumstances to serve notices only on those shareholders who receive notices via electronic means, provided that, as before, the Company also puts an advert in two national newspapers and sends a confirmatory hard copy notice if the postal service is available again within seven days of the meeting. New Article 127 provides that any information to be supplied by the Company to shareholders, except notices of a general meeting, shall be sufficiently supplied via advertisement in at least one national daily newspaper published in the United Kingdom.

In relation to notices or documents sent by the Company to a shareholder which have been returned undelivered on three consecutive occasions, the New Articles provide that the shareholder will only be entitled to be sent further communications upon provision of a new postal or electronic address to the Company.

15. Destruction of documents (Article 139)

The New Articles permit documents to be destroyed earlier than the relevant date authorised by the articles, provided that a copy of the document (which can be an electronic copy) has been made which is not destroyed before that date.

16. Power to indemnify directors (Article 141)

The provisions in the New Articles relating to the indemnification of directors have been updated. As under the Current Articles, the New Articles allow the Company to indemnify the directors to the extent permitted by the 2006 Act (but the New Articles do not set out the 2006 Act provisions in full as the Current Articles do). The New Articles clarify that this is a power that the Company may exercise and not a commitment to do so, any specific indemnity being provided by way of a deed or contract with one or more directors.

Notes to the Notice of Annual General Meeting

Proxies

1. A form of proxy is enclosed and instructions for its use are shown on the form. The appointment of a proxy will not prevent a member from subsequently attending, voting and speaking at the Meeting in person, in which case any votes of the proxy will be superceded.
2. A member of the Company is entitled to appoint a proxy to exercise all or any of his rights to attend, speak and vote at a general meeting of the Company. A member may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attaching to different shares. A proxy need not be a member.
3. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrars or you may photocopy the form. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking 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.
4. The right to appoint a proxy under notes 1 and 2 above does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communication from the Company in accordance with Section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the registered shareholder who holds shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
5. To be effective, the instrument appointing a proxy and any authority under which it is signed (or a notarially certified copy of such authority) for the Annual General Meeting to be held at Northampton Rugby Football Club, Franklin's Gardens, Weedon Road, Northampton NN5 5BG, at 12.00 noon on Wednesday, 25 May 2016 and any adjournment(s) thereof must be returned to Capita Asset Services at PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, by 12.00 noon on 23 May 2016. Alternatively you may appoint your proxy online by accessing the Share Portal at www.travisperkins-shares.com, logging in and selecting the "Proxy Voting" link. If you have not previously registered for electronic communications, you will first be asked to register as a new user, for which you will require your investor code (which can be found on the enclosed proxy form, your share certificate or dividend tax voucher), family name and postcode (if resident in the UK).
6. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do 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 sponsors or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited'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 to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's agent (ID RA10) by the latest time(s) for receipt of proxy appointments (12.00 noon on 23 May 2016). 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 Application 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 and 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 service provider(s) take(s)) such action as shall be 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 CREST Manual can be reviewed at www.euroclear.com/CREST

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.

Voting Record Time

7. Only those members entered on the register of members of the Company as at 6.00pm on 23 May 2016 shall be entitled to attend or vote at the Meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to attend or vote at the Meeting.
8. Reference to the register means the issuer register of members and the Operator register of members maintained in accordance with Regulation 20 of the Uncertificated Securities Regulations 2001.

Corporate Representatives

9. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of the same powers as the corporation could exercise if it were an individual member.

Documents Available for Inspection

10. The following documents will be available for inspection at the Registered Office of the Company during usual business hours on any weekday (Saturdays, Sundays and public holidays excluded) from the date of this Notice to the date of the Meeting and at Northampton Rugby Football Club from 11.45 am on the day of the Meeting until the conclusion of the Meeting:
Copies of contracts of service of directors and non–executive directors' letters of appointment with the Company, or with any of its subsidiary companies.
A copy of the Company's Current Articles of Association.
A copy of the proposed New Articles of Association.

Total Voting Rights

11. At 11 April 2016 (being the latest practicable date before publication of this notice) the issued share capital of the Company consisted of 249,934,592 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 11 April 2016 were 249,934,592.

Shareholder Rights

12. Under section 527 of the Companies Act 2006 members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) 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 (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.
13. Shareholders and their proxies will have the opportunity to ask questions at the Meeting. When invited by the Chairman, if you wish to ask a question, please wait for a Company representative to bring you a microphone. It would be helpful if you could state your name before you ask your question. Questions may not be answered at the Meeting if they are deemed not to be in the interests of the Company, or the good order of the Meeting, would interfere unduly with the preparation for the Meeting, or involve the disclosure of confidential information, or if the answer has already been given on a website. The Chairman may also nominate a Company representative to answer a specific question after the Meeting or refer the response to the Company's website.
14. A copy of this Notice, and other information required by section 311A of the Companies Act 2006, can be found in the Investor Relations section at www.travisperkinsplc.co.uk

Directions to Northampton Rugby Football Club

Franklin's Gardens, Weedon Road, Northampton, NN5 5BG

The Travis Perkins plc AGM will be held in The Sturtridge Suite within the Barwell Stand. Parking is available in the VIP Car Park (follow VIP Car Park signs off Weedon Road).

From the South (via the M1)

Exit off motorway at junction 15A and follow the signs towards Sixfields.

At roundabout with TGI Fridays on the right and a BP petrol station on the left carry straight on up the hill. At Cineworld roundabout turn right towards the Town Centre. Go straight over the next two roundabouts.

Continue on that road (Weedon Road). The entrance to Franklin's Gardens is on the right immediately after Beacon Bingo. Follow the signs for the VIP car park off Weedon Road.

From the East, Peterborough, Cambridge, Wellingborough.

Take A45 towards Northampton and M1. At Queen Eleanor Interchange, take 4th exit signposted West/Sixfields. Bear left past County Police HQ (Wootton Hall Park).

At Tesco Roundabout take 3rd exit onto Danes Camp Way towards Sixfields. Cross next roundabout and at lights turn right onto Upton Way.

Cross 2 small roundabouts, passing BP garage on left and TGI Friday on right. At Cineworld (on right) roundabout turn right and then continue as from South.

From the North (via the M1)

Exit off motorway at junction 16 and follow the A45 to Northampton. At Cineworld roundabout continue straight on and continue as from the South.

From Welford, Market Harborough

Aim towards the Kingsthorpe area of Northampton. Turn right at the major set of traffic lights (the Cock Hotel is on the corner), signposted Sixfields. Continue on this road until you get to Cineworld roundabout (approx 3 miles). Turn left at the Cineworld roundabout then continue as from the South.

Directions from the Railway Station

Turn right out of the station. Walk over the railway bridge. Pass the Thomas A Becket pub. Take the left fork in the road. Franklin's Gardens is on your left. Walk takes approximately 15 minutes.

Nearest Airports

London Luton and Nottingham East Midlands.

Further Information

For further details about the venue: www.northamptonsaints.co.uk