Travis Perkins PLC — Proxy Solicitation & Information Statement 2015

Apr 27, 2015

Travis Perkins®
Annual General Meeting
28th May 2015

Attendance Card

This is your attendance card for use at the Annual General Meeting ("AGM") of Travis Perkins plc ("the Company") at Northampton Rugby Football Club, Franklin's Gardens, Weedon Road, Northampton NN5 5BG, at 12.00 noon on Thursday 28 May 2015. If you plan to attend the AGM you should bring this attendance card with you to the meeting. On arrival at the meeting, you will be asked to sign this attendance card and hand it in to facilitate entry. If you do not wish to attend but wish to appoint someone to exercise all or any of your rights to attend, speak and vote at the AGM, you should complete the Form of Proxy, or submit your proxy electronically in accordance with note 3 over.

Notice of Availability – Annual Report and Accounts 2014 and Notice of AGM Important – please read carefully

You can access the 2014 Annual Report and Accounts and Notice of AGM by visiting http://www.travisperkins.co.uk. If you would prefer to receive future notifications by e-mail or if you would like to receive shareholder information as printed documents, please contact our Registrars via:

• E-mail at shareholderenquiries@capita.co.uk; or
• Post to FREEPOST CAPITA SAS (no other address details are required) or
• Telephone on 0671 664 0391 (calls cost 10p per minute plus network extras; lines are open 9.00 am to 5.30 pm, Monday to Friday; or
• Online at www.travisperkins-shares.com by logging in and amending your preference.

Signed ____
Date ____

Bar Code ____
Investor Code ____

Travis Perkins® Annual General Meeting

FORM OF PROXY

Bar Code ____
Investor Code ____

I/We, the undersigned, being (a) member(s) of Travis Perkins plc, hereby appoint the Chairman of the Meeting or (see Note 1 over).

Name of Proxy: _______

Event Code _______

Number of Ordinary Shares proxy is appointed over _______

as my/our proxy to attend, speak and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on Thursday 28 May 2015 and at any adjournment there of. I/We direct the proxy to vote in respect of the resolutions to be proposed at the Meeting as indicated below. Unless otherwise instructed, the proxy may also vote as he thinks fit or abstain from voting on any other business (including amendments to resolutions) which may properly come before the Meeting.

If you wish to appoint multiple proxies please see Note 1 over. Please also tick here if you are appointing more than one proxy. ☐

1 To receive the Company's Annual Accounts and Reports for the financial year ended 31 December 2014.	☐ For Against Vote Withheld	9 To re-appoint John Carter as a director.	☐ For Against Vote Withheld
2 To receive and approve the Director's Remuneration Report (other than the remuneration policy), contained within the Annual Accounts and Reports for the financial year ended 31 December 2014.	☐ ☐ ☐	10 To re-appoint Chris Rogers as a director.	☐ ☐ ☐
3 To declare a final dividend for the year ended 31 December 2014.	☐ ☐ ☐	11 To re-appoint Andrew Simon as a director.	☐ ☐ ☐
4 To appoint Coline McConville as a director	☐ ☐ ☐	12 To re-appoint Robert Walker as a director.	☐ ☐ ☐
5 To appoint Pete Redfern as a director.	☐ ☐ ☐	13 To appoint KPMG LLP as auditor.	☐ ☐ ☐
6 To appoint John Rogers as a director.	☐ ☐ ☐	14 To authorise the directors' to fix the remuneration of KPMG LLP.	☐ ☐ ☐
7 To re-appoint Ruth Anderson as a director.	☐ ☐ ☐	15 To authorise the directors to allot securities.	☐ ☐ ☐
8 To re-appoint Tony Buffin as a director.	☐ ☐ ☐	16 To authorise the directors to allot securities for cash free from pre-emption (Special Resolution).	☐ ☐ ☐
		17 To call a general meeting other than an AGM on not less than 14 clear day's notice (Special Resolution).	☐ ☐ ☐
		18 To authorise the Company to make market purchases of its own ordinary shares (Special Resolution).	☐ ☐ ☐

Signed ____
Date ____

You may submit your proxy electronically at www.travisperkins-shares.com

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1. 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. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Company's Registrars or you may photocopy this form. Please indicate in the space 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 if you intend to appoint more than one proxy. A proxy need not be a member of the Company. You may, if you wish, delete the words "the Chairman of the Meeting or" and substitute the name(s) of your choice. Please initial any such alteration.

2. A member should indicate by inserting 'X' in the appropriate space how he wishes his vote to be cast in respect of each of the Resolutions set out in the Notice of Annual General Meeting. If the form of proxy is returned without an indication as to how the proxy should vote on a particular matter, the proxy will be entitled to exercise his discretion in the casting of such vote. If you wish to abstain from voting on any Resolution please insert 'X' in the column marked "Vote Withheld". It should be noted that a "Vote Withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes "For" and "Against" a Resolution.

3. To be valid, the form of proxy and any authority under which it is executed (or a certified copy of such authority) must be deposited with the Company's Registrars, at the address on the reverse, by 12.00 noon on 26 May 2015 being the time not less than 48 hours before (excluding part of a day that is not a working day) the time appointed for the holding of the Meeting, or in the case of CREST members, by using the CREST electronic proxy appointment service. CREST members who wish to appoint a proxy or proxies through CREST electronic proxy appointment service should refer to note 6 in the Notice of Annual General Meeting which is enclosed with this form of proxy. As referred to in note 5 in the Notice of Annual General Meeting, a proxy may be submitted electronically using the shareholder portal www.travisperkins-shares.com. If you have not already registered for the shareholder portal, you will need your Investor Code (see over). The right to appoint a proxy 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.

4. Where the appointer is a corporation, the form of proxy must be executed under its seal or otherwise in accordance with section 44 of the Companies Act 2006 or signed on its behalf by a duly authorised attorney or officer of the corporation.

5. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Meeting. If you subsequently attend the Meeting, you (and not your proxy) will be entitled to vote.

6. 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 6.00 pm on 26 May 2015 (or in the event of an adjournment, on the date which is two days before the time of the adjourned 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.

7. If you prefer, you may return the proxy form to the Company's Registrar in an envelope addressed to FREEPOST CAPITA PXS (no other address details are required). Please note that delivery can take up to 5 business days.

PXS 1
34 Beckenham Road
BECKENHAM
BR3 4ZF