Travis Perkins PLC — Proxy Solicitation & Information Statement 2017

Apr 7, 2017

Travis Perkins®
Annual General Meeting
24 May 2017

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 Wednesday 24 May 2017. 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 – 2016 Annual Report and Accounts and Notice of AGM Important – Please read carefully

You can access the 2016 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 0871 664 0300 (calls cost 12p per minute plus your phone company's access charge). If you are outside the United Kingdom, please call +44 371 664 0300. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open 9am to 5.30pm, Monday to Friday excluding public holidays in England and Wales; or
• Online at www.travisperkins-shares.com by logging in and amending your preference.

Signed _________

Bar Code ___

Investor Code ___

Travis Perkins® Annual General Meeting

FORM OF PROXY

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:

---

Bar Code ___

Investor 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 Wednesday 24 May 2017 and at any adjournment thereof. 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 they think 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 Annual Report and Accounts	☐	☐	☐
2	To approve the Directors' Remuneration Report, (excluding the Directors' Remuneration Policy)	☐	☐	☐
3	To receive and approve the Directors' Remuneration Policy	☐	☐	☐
4	To declare a final dividend of 29.75 pence per share	☐	☐	☐
5	To elect Alan Williams as a director	☐	☐	☐
6	To re-elect Ruth Anderson as a director	☐	☐	☐
7	To re-elect Tony Buffin as a director	☐	☐	☐
8	To re-elect John Carter as a director	☐	☐	☐
9	To re-elect Coline McConville as a director	☐	☐	☐
10	To re-elect Pete Redfern as a director	☐	☐	☐
11	To re-elect Christopher Rogers as a director	☐	☐	☐
12	To re-elect John Rogers as a director	☐	☐	☐
13	To re-elect Robert Walker as a director	☐	☐	☐
14	To re-appoint KPMG LLP as auditor of the Company	☐	☐	☐
15	To authorise the Audit Committee to fix the remuneration of the auditor	☐	☐	☐
---	---	---	---	---
16	To authorise the directors to allot securities	☐	☐	☐
17	To authorise the directors to allot securities for cash free from pre-emption (Special Resolution)	☐	☐	☐
18	To authorise the directors to allot securities for cash free from pre-emption in limited circumstances (Special Resolution)	☐	☐	☐
19	To call a general meeting other than an AGM on not less than 14 clear days notice (Special Resolution)	☐	☐	☐
20	To authorise the Company to make market purchases of its own ordinary shares (Special Resolution)	☐	☐	☐
21	To approve the Travis Perkins plc 2017 Performance Share Plan	☐	☐	☐
22	To approve the Travis Perkins plc 2017 Co-Investment plan	☐	☐	☐
23	To approve the Travis Perkins plc 2017 Deferred Share Bonus Plan	☐	☐	☐

Signed _________

Date ___

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

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NOTES

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 right 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 also 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 they wish their vote to be cast in respect of each of the Resolutions set out in 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 their 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 22 May 2017 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 page 21 in the Notice of Annual General Meeting which is enclosed with this form of proxy. A proxy may submit 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 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 a member from attending and voting in person at the Meeting. If a member subsequently attends the Meeting, the member and not the 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 close of business on 22 May 2017 (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 preferred, the proxy form can be returned to the Company's Registrar in an envelope addressed to FREEPOST CAPITA SAS (no other address details are required). Please note that delivery can take up to 5 business days.

Business Reply Plus
Licence Number
RLUB-TBUX-EGUC

21

PXS 1
34 Beckenham Road
BECKENHAM
BR3 4ZF

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