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Travis Perkins PLC Proxy Solicitation & Information Statement 2026

Mar 30, 2026

5270_agm-r_2026-03-30_0dd53de0-e4ff-42f2-9cc9-db49431ef9b9.pdf

Proxy Solicitation & Information Statement

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Travis Perkins®

Notice of Annual General Meeting 2026

Thursday, 21 May 2026, at 9.30 am
at Linklaters, 20 Ropemaker Street,
London, EC2Y 9AR

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you have any doubt about what to do with this document, you should immediately consult an appropriately authorised independent adviser. If you are resident in the UK, this may be your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000.

If you have recently sold or transferred all of your shares in Travis Perkins plc, please send this notice and the accompanying documents as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent who arranged the sale or transfer, so they can pass these documents to the person who now holds the shares.

If you have sold or otherwise transferred only part of your holding of shares in Travis Perkins plc, you should keep this document.

A copy of this Notice, and other information required by section 311A of the Companies Act 2006, can be found in the Investors section at www.travisperkinsplc.co.uk


2

LETTER FROM THE CHAIR OF TRAVIS PERKINS PLC

Dear Shareholder

I am pleased to announce that Travis Perkins plc (the "Company") will be holding its 2026 Annual General Meeting ("AGM") at Linklaters, 20 Ropernaker Street, London, EC2Y 9AR on Thursday 21 May 2026 at 9.30 am.

You will be able to attend the AGM in person. The venue is accessible by public transport and please note there is no parking at the venue. Doors will open from 9.00 am ready for a 9.30 am start.

The formal Notice of Meeting is attached to this letter, together with the usual explanatory notes which provide full details of the resolutions that will be put to shareholders. All of the resolutions are recognisable from prior years, save that our new Chief Executive Officer Gavin Slark has been appointed to the Board since the last AGM, so Gavin will stand for his first election at this year's AGM.

Voting

Your vote is important to us. Your Board strongly encourages you to vote in advance by appointing the Chair of the AGM as your proxy, who will exercise your right to vote at the AGM in accordance with your instructions. Information on how to appoint a proxy is set out in General Information on pages 7 to 9. Alternatively, you can vote at the meeting if you prefer.

Recommendation

Your Board believes that all of the resolutions set out in the Notice are in the best interests of both the Company and its shareholders as a whole. Your Directors will be voting all of the ordinary shares they hold in favour of all the resolutions and unanimously recommend that you do so as well.

The Annual Report and Accounts 2025 and this Notice are available on our website www.travisperkinsplc.co.uk. If you have not already done so, we encourage you to sign up to receive future shareholder communications electronically by visiting https://uk.investorcentre.mpms.mufg.com/ or via the Investor Centre app.

Geoff Drabble

Chair

27 March 2026

Travis Perkins plc Annual General Meeting 2026


3

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2026 Annual General Meeting of Travis Perkins plc will be held at Linklaters, 20 Ropemaker Street, London, EC2Y 9AR, on Thursday, 21 May 2026 commencing at 9.30 am for the transaction of the business set out below.

You will be asked to consider and, if thought fit, to vote on the resolutions below. Resolutions 1 to 14 will be proposed as ordinary resolutions and Resolutions 15 to 17 will be proposed as special resolutions. For each ordinary resolution to be passed, more than half of votes cast must be in favour of the resolution. For each special resolution to be passed, at least three quarters of votes cast must be in favour of the resolution.

RESOLUTIONS

Report and Accounts

  1. To receive the Company's annual accounts and the reports of the Directors and auditor thereon for the financial year ended 31 December 2025.

Directors' remuneration

  1. To approve the Directors' remuneration report (excluding the Directors' remuneration policy) which is set out on pages 78 to 98 of the Annual Report and Accounts for the financial year ended 31 December 2025.

Dividend

  1. To declare a final dividend for the financial year ended 31 December 2025 of 7.5 pence per ordinary share, payable to shareholders on the register at the close of business on 17 April 2026.

Election and re-election of Directors

  1. To elect Gavin Slark as a Director of the Company.
  2. To re-elect Duncan Cooper as a Director of the Company.
  3. To re-elect Marianne Culver as a Director of the Company.
  4. To re-elect Geoff Drabble as a Director of the Company.
  5. To re-elect Heath Drewett as a Director of the Company.
  6. To re-elect Jora Gill as a Director of the Company.
  7. To re-elect Louise Hardy as a Director of the Company.
  8. To re-elect Jez Maiden as a Director of the Company.

Auditors

  1. To reappoint Deloitte 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.
  2. To authorise the Audit Committee of the Board to fix the remuneration of the Company's auditor.

Authority to allot securities

  1. That the Directors be 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 and to grant rights to subscribe for, or to convert any security into, shares in the Company:

(a) up to an aggregate nominal amount of £7,937,298 (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph (b) of this Resolution 14 in excess of £7,937,298); and
(b) comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to an aggregate nominal amount of £15,874,596 (such amount to be reduced by the aggregate nominal amount allotted or granted under paragraph (a) of this Resolution 14) in connection with a fully pre-emptive offer:

(i) to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and
(ii) to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange.

The authorities conferred on the Directors under paragraphs (a) and (b) of this Resolution 14 shall, unless renewed, varied or revoked by the Company expire at the end of the Company's next Annual General Meeting after this Resolution 14 is passed (or, if earlier, at the close of business in London on 21 June 2027) save that the Company may, before such expiry, make offers and enter into agreements which would or might require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted and the Directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of such offer or agreement notwithstanding that the authority conferred by this Resolution 14 has expired.

This Resolution 14 revokes and replaces all unexercised authorities previously granted to the Directors to allot shares or grant rights to subscribe for or convert securities into shares but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

Travis Perkins plc Annual General Meeting 2026


4

NOTICE OF ANNUAL GENERAL MEETING CONTINUED

Disapplication of pre-emption rights

  1. That, if Resolution 14 granting authority to allot shares is passed and in place of all existing powers to the extent unused, the Directors be authorised to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash under the authority conferred by Resolution 14 and/or to sell shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to 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 14 above by way of a fully pre-emptive offer only):

(i) to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings;

(ii) to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

(b) The allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) of this Resolution) to any person up to a nominal value of £2,381,189.

The authority granted by this Resolution will expire at the end of the next Annual General Meeting of the Company (or, if earlier, at the close of business in London on 21 June 2027) save that the Company may, before such expiry make offers or agreements which would or might require equity securities to be allotted (or treasury shares to be sold) after the authority expires and the Directors may allot equity securities (or sell treasury shares) in pursuance of any such offer or agreement as if the authority had not expired.

Purchase of own shares

  1. 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 11.205105 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 21,250,933;

(b) the minimum price (exclusive of expenses) which may be paid for an ordinary share is its nominal value of 11.20510 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 until the close of business in London on 21 June 2027, 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.

General meetings

  1. That a general meeting other than an Annual General Meeting may be called by notice of not less than 14 clear days.

By Order of the Board

Will Lang

Company Secretary

27 March 2026

Registered Office: Ryehill House, Rye Hill Close, Lodge Farm Industrial Estate, Northampton, NN5 7UA

Registered in England & Wales

Company No. 824821

Travis Perkins plc Annual General Meeting 2026


5

EXPLANATORY NOTES TO THE RESOLUTIONS

The purpose of these explanatory notes is to explain the business to be considered at the AGM.

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 AGM, as they intend to do in respect of their own beneficial shareholdings.

Resolution 1: Accounts and reports

The Chair will present the accounts and reports of the Directors for the year ended 31 December 2025 to the meeting.

Resolution 2: Directors' remuneration report

  • The Directors' remuneration report (excluding the Directors' remuneration policy) contains: (i) the annual remuneration report; and (ii) the annual statement by the Chair of the Remuneration Committee.
  • The vote upon the Directors' remuneration report (excluding the Directors' remuneration policy) is advisory and therefore no entitlement to remuneration is conditional on the passing of the Resolution.
  • The Directors' remuneration policy was approved by shareholders at the AGM held on 22 April 2024 and then amended by resolution at the AGM held on 14 May 2025 to introduce the Performance Share Plan (in place of the Restricted Share Plan), since which date it remains unchanged and the authority granted by shareholders remains in place.

Resolution 3: Dividend

A final dividend of 7.5 pence per ordinary share for the year ended 31 December 2025 is recommended by directors for payment. If shareholders approve the recommended final dividend, this will be paid on Thursday, 28 May 2026 to all ordinary shareholders on the register of members at the close of business on 17 April 2026.

Resolutions 4 to 11: Election and re-election of Directors

  • In accordance with the requirements of the UK Corporate Governance Code 2024 and the Company's Articles of Association, all Directors are standing for election or re-election as appropriate.
  • The Board has confirmed, following an internally conducted performance review, that all Directors standing for election or re-election 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 independent.
  • Biographies of each of the Directors can be found on pages 10 to 11 of this Notice, and provide a summary of the skills, experience and contribution of each Director proposed for re-election. The skills and experience of all of the Directors together with the independent character and judgement of the Non-executive Directors combine to provide an appropriate balance of skills and knowledge and, in the Board's view, illustrate why each Director's contribution is, and continues to be, important to the Company's long-term sustainable success.

Resolution 12: Auditor

  • The Company is required to reappoint 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. On the recommendation of the Audit Committee, the Board is recommending to shareholders the reappointment of Deloitte LLP as the Company's auditor.
  • The Audit Committee reviews the fee structure, resourcing and terms of engagement for the external auditor annually. Fees paid to the external auditor for the year were £2.8m (2024: £3.1m) for audit-related work and £0.1m (2024: £0.1m) for non-audit work (see note 4 in the Annual Report and Accounts).

Resolution 13: Auditor's remuneration

  • This Resolution gives authority to the Audit Committee to determine the auditors' remuneration.

Resolution 14: Renewal of authority to allot shares

  • This Resolution deals with the Directors' authority to allot shares and grant rights to subscribe for, or to convert any securities into, shares in accordance with section 551 of the Companies Act 2006. The equivalent authority granted to Directors at last year's AGM will expire at the end of this year's AGM.
  • This Resolution complies with the Investment Association Share Capital Management Guidelines issued in February 2023.
  • If passed, the Resolution will authorise the Directors to allot shares and grant rights to subscribe for or convert any security into shares:
  • up to an aggregate nominal amount equal to £7,937,298 (representing 70,836,444 ordinary shares of 11,205,105 pence each), as reduced by allotment or grant of rights under paragraph (b) of Resolution 14 in excess of this amount. This amount (before any reduction) represents approximately one-third of the issued ordinary share capital of the Company as at 27 March 2026, the latest practicable date prior to publication of this Notice; and
  • comprising equity securities in connection with a fully pre-emptive offer only, up to a nominal amount equal to £15,874,596 (representing 141,672,889 ordinary shares of 11,205,105 pence each), as reduced by any allotments or grant of rights 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 27 March 2026, the latest practicable date prior to publication of this Notice.
  • As at close of business on 27 March 2026, the Company did not hold any treasury shares.
  • The authorities granted by this Resolution will expire at the conclusion of the next AGM of the Company or, if earlier, on 21 June 2027.
  • The Directors have no present intention of allotting new ordinary shares. However, the Directors consider it appropriate to maintain the flexibility that this authority provides.

Travis Perkins plc Annual General Meeting 2026


6

EXPLANATORY NOTES TO THE RESOLUTIONS CONTINUED

Resolution 15: Disapplication of statutory pre-emption rights

  • Resolution 15 will be proposed as a special resolution, which requires a majority of at least 75% to be passed. The Resolution will, if passed, give the Directors the authority to allot equity securities or sell treasury shares for cash without first offering them to existing shareholders pro rata to their existing shareholdings.

  • The authority in Resolution 15 is limited to allotments or sales:

(i) in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those securities or as the Directors otherwise consider necessary, up to a maximum nominal amount of £7,937,298 which represents approximately 33.3% of the Company's issued ordinary share capital (excluding treasury shares) as at 27 March 2026 (being the latest practicable date prior to publication of this document) and, in relation to fully pre-emptive offers only, up to a maximum additional amount of £7,937,298 which represents approximately 33.3%, of the Company's issued ordinary share capital (excluding treasury shares) as at 27 March 2026 (being the latest practicable date prior to the publication of this document);

(ii) (otherwise than pursuant to (i) above) up to a maximum nominal amount of £2,381,189 which represents approximately 10% of the total issued ordinary share capital of the Company (excluding treasury shares) as at 27 March 2026 (being the latest practicable date prior to publication of this document). On that date the Company did not hold any shares in treasury.

  • This Resolution is in line with the Pre-Emption Group's Statement of Principles 2022, the template resolutions published by the Pre-Emption Group in 2022 and the Share Capital Management Guidelines published by the Investment Association (as updated in February 2023).

  • In compliance with the Pre-Emption Group's Statement of Principles 2022, the Directors confirm that they intend to follow the shareholder protections as set out in paragraph 1 of Part 2B of the Statement of Principles 2022.

  • The authority set out in Resolution 15 will expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, on 21 June 2027.

  • The Directors do not, however, at this time seek authority for any broader disapplication of pre-emption on the basis supported under the Pre-Emption Group's Statement of Principles 2022 beyond that described in Resolution 15.

  • Please note that the Directors do not have any present intention to exercise the allotment authority under Resolution 14 or the disapplication authority under this Resolution 15 but the Directors consider it appropriate to seek the flexibility that these authorities provide and that these authorities are in the best interests of the Company.

Resolution 16: Authority to purchase own shares

  • Resolution 16 will be proposed as a special resolution, which requires a majority of at least 75% to be passed. The authority for the Company to purchase its own shares of 11,205,105 pence each granted at last year's AGM will expire on the date of the forthcoming AGM. The Directors wish to renew this authority 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 21,250,933 (representing approximately 10% of the issued ordinary share capital of the Company as at 27 March 2026, the latest practicable date prior to publication of this Notice) and sets minimum and maximum prices. This authority will expire at the conclusion of the next AGM of the Company or, if earlier, on 21 June 2027.

  • The Directors consider that it is in the best interests of the Company to have this authorisation available in case circumstances arise when it would be appropriate to use it. The authority would only be used 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 16 March 2026, being the latest practicable date prior to the publication of this Notice, there were options under the Company's employee share schemes to subscribe for 3,323,255 ordinary shares in the capital of the Company, which represents 1.56% of the Company's issued ordinary share capital (excluding any treasury shares). The Company intends to satisfy these options with shares purchased in the market. However, if the full authority to purchase own shares were to be used, and the shares cancelled, these outstanding options would represent approximately 1.74% of the Company's issued ordinary share capital (excluding any treasury shares) as at that date. As at 16 March 2026, the latest practicable date prior to publication of this Notice, the Company held 0 (zero) shares as treasury shares in the Company and no warrants over ordinary shares in the capital of the Company existed.

Resolution 17: General Meetings

  • Resolution 17 will be proposed as a special resolution, which requires a majority of at least 75% to be passed. 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. The notice period cannot be less than 14 clear days. 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. 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 2027 Annual General Meeting, 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.

Travis Perkins plc Annual General Meeting 2026


7

GENERAL INFORMATION

Meeting Format

The AGM will not be broadcast this year. We will continue to maximise value to shareholders by avoiding unnecessary costs while also looking out for any increase in demand for remote participation in respect of our future AGMs.

Attendance

Only registered shareholders, proxies and corporate representatives will be allowed entry to the AGM. If you are attending on the day you will be asked to provide a copy of your Investor Code, which you'll find on your share certificate or by contacting MUFG Corporate Markets, or produce some adequate form of identification (for example a passport or photographic driving licence).

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. However, any member that is a corporation is encouraged by the Board to appoint the Chair of the AGM as its proxy to exercise its right to vote at the AGM in accordance with its instructions.

How you can attend if you hold shares through a broker or nominee

If you hold your shares through a broker or in a nominee, you will need to ask your broker or nominee to appoint you as either a proxy or as a corporate representative. If they appoint you as a proxy, the appointment must be notified to the Company's registrar, MUFG Corporate Markets, by 9.30 am on Tuesday, 19 May 2026. If they appoint you as a corporate representative, they will need to write a letter to MUFG Corporate Markets, setting out the details of the appointment and of your shareholding, and you will need to bring the letter with you to the meeting along with photographic proof of identity. If you do not have such a letter as a corporate representative, or MUFG Corporate Markets has not been notified of your appointment as a proxy, you may be denied entry to the meeting. Please note that proxies and corporate representatives may not bring guests to the meeting.

The Company welcomes constructive dialogue; however, we maintain a zero-tolerance approach for disruptive behaviour. Any individual who remains disruptive after a warning from the Chair may be required to leave the meeting. The use of cameras, sound recording equipment, or cell phones to record the proceedings is strictly prohibited without prior written consent from the Board.

Right to vote at the AGM

You have the right to vote at the AGM if you are on the register of members of the Company at 6.00 pm on Tuesday, 19 May 2026 or, if the meeting is adjourned, 48 hours (excluding non-working days) before the time fixed for the adjourned meeting. Changes to the register of members after this time will be disregarded in determining the rights of any person to attend, to speak and to vote at the meeting.

Your vote is important. You can use any of the methods listed below to submit your voting instructions in advance. If you choose to use any of the methods below, this will not prevent you from subsequently attending, voting and speaking at the AGM in person, in which case any proxy votes will be superseded. All of the following will be available from the date this Notice is published until 9.30 am on Tuesday, 19 May 2026 (or 48 hours (excluding non-working days) before the time fixed for any adjourned AGM):

  • Logging into your Investor Centre account at https://uk.investorcentre.mpms.mufg.com/ or via the Investor Centre app or register if you have not previously done so. You will require your Investor Code (IVC) to add your shareholding. You can find your IVC on your share certificate or by contacting our Registrar, MUFG Corporate Markets.
  • Downloading a proxy form from the Investor section of the Company's website at https://www.travisperkinsplc.co.uk/investors/ and sending it to MUFG Corporate Markets to be received by 9.30 am on Tuesday, 19 May 2026 (or 48 hours (excluding non-working days) before the time fixed for any adjourned AGM). Completed proxy forms should be sent to MUFG Corporate Markets at PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL.
  • Using the service offered by Euroclear UK & International Limited for members of CREST.
  • Using Proxymity for institutional investors who wish to appoint a proxy electronically.

More details regarding how you may use these methods is provided below (see relevant heading).

If you cannot locate any of the documents on the Company's website, if you need help with voting online, or require a paper proxy form to be sent to you, please contact our registrar, MUFG Corporate Markets, by email at [email protected] or by telephone on +44 (0)371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 am – 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Submission of a proxy vote shall not preclude a member from attending and voting in person at the meeting in respect of which the proxy is appointed or at any adjournment thereof.

Voting on all resolutions at the AGM will be by way of a poll. The results of the poll held at the meeting will be announced through a Regulatory Information Service and will be published on our website www.travisperkinsplc.co.uk on Thursday, 21 May 2026 or as soon as reasonably practicable thereafter.

Any shareholder who has not otherwise received confirmation that their vote on the polls at the AGM has been validly recorded and counted and has no other reasonable means of confirming this, may, within 30 days from the date of the meeting, request information from the Company allowing them to confirm that their vote on the polls at the meeting has been validly recorded and counted, by using the contact details of MUFG Corporate Markets.

Travis Perkins plc Annual General Meeting 2026


8

GENERAL INFORMATION CONTINUED

Asking questions

The AGM is an important opportunity for all shareholders to ask questions. Your participation in this annual event continues to be very important to us. You may put questions to the meeting at the appropriate time, which will be indicated by the Chair of the meeting, by raising your hand if you are attending in person.

Questions may not be answered at the AGM if they are deemed not to be in the interests of the Company or the good order of the AGM, or would interfere unduly with the preparation for the AGM, or involve the disclosure of confidential information, or if the answer has already been given on a website in the form of an answer to a question. The Chair may also nominate a Company representative to answer a specific question after the AGM or refer the response to the Company's website.

If you are unable to attend, you can still submit a question on the business of the meeting in advance. Please write to the Company Secretary at Ryehill House, Rye Hill Close, Lodge Farm Industrial Estate, Northampton NN5 7UA or email: [email protected]. You may submit questions related to the business of the AGM up until 9.30 am on 19 May 2026 and we will provide answers to any questions received as if they had been asked at the AGM and where we would have been required to do so pursuant to section 319A of the Companies Act 2006. We will consider all questions received and, if appropriate and relating to the business of the AGM, provide a written response and post a response on the Investors section of the Company's website.

Proxies

A member of the Company is entitled to appoint a proxy to exercise all or any of that member's rights to attend, speak and vote at an annual 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. The appointment of a proxy will not of itself prevent a member from subsequently attending, voting and speaking at the AGM in which case any votes of the proxy will be superseded. Unless otherwise indicated on the Form of Proxy, CREST, Proxymity or any other electronic voting instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting.

Shareholders can vote electronically via the Investor Centre, a free app for smartphone and tablet provided by MUFG Corporate Markets (the company's registrar). It allows you to securely manage and monitor your shareholdings in real time, take part in online voting, keep your details up to date, access a range of information including payment history and much more. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below. Alternatively, you may access the Investor Centre via a web browser at: https://uk.investorcentre.mpms.mufg.com/.

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You will need to log into your Investor Centre account or register if you have not previously done so. Once you have setup your account you will need to add your shareholding by clicking 'Add Holding' in the 'Portfolio' section and following the on-screen instructions. You will require your Investor Code (IVC) to add your shareholding. You can find your IVC on your share certificate or by contacting our Registrar, MUFG Corporate Markets

Alternatively, you may download, complete and return a paper proxy form from the Company's website (or request a copy from the Company's Registrar) and return a hard copy. 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 AGM to be held at Linklaters 20 Ropemaker Street, London, EC2Y 9AR, at 9.30 am on Thursday, 21 May 2026 and any adjournment(s) thereof must be submitted online or returned to MUFG Corporate Markets at PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL, by 9.30 am on Tuesday, 19 May 2026 (or 48 hours (excluding non-working days) before the time fixed for any adjourned AGM). If you return paper and electronic instructions, those received last by the Registrar before 9.30 am on Tuesday, 19 May 2026 will take precedence.

In the case of joint holders, where more than one of the joint holders completes a proxy appointment, 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-named being the most senior).

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.

You may terminate a proxy instruction, but to do so you will need to inform the Company in writing by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to MUFG Corporate Markets at PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL or by sending an email to [email protected]. In any case the revocation notice must be received by MUFG Corporate Markets before 9.30 am on Tuesday, 19 May 2026. If you attempt to revoke your proxy appointment but the revocation is received after the time specified, your original proxy appointment will remain valid unless you attend the meeting and vote in person.

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Appointment of proxies through CREST

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so 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 & International 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 (9.30 am on Tuesday, 19 May 2026) (or 48 hours (excluding non-working days) before the time fixed for any adjourned AGM). 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 & International 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. 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.

Appointment of proxies through Proxymity

If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 9.30 am on Tuesday, 19 May 2026 (or 48 hours (excluding non-working days) before the time fixed for any adjourned AGM) in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.

Documents available for inspection

Copies of the Executive Directors' service contracts and Non-executive Directors' letters of appointment are available for inspection during normal business hours at Ryehill House, Rye Hill Close, Lodge Farm Industrial Estate, Northampton NN5 7UA and will be available for inspection on the day of the meeting at Linklaters, 20 Ropemaker Street, London, EC2Y 9AR, from 9:00 am until the conclusion of the AGM.

Total voting rights

As at 27 March 2026 (being the latest practicable date before publication of this Notice) the issued share capital of the Company consisted of 212,509,334 ordinary shares, carrying one vote each. The Company holds 0 (zero) shares in Treasury. Therefore, the total voting rights in the Company as at 27 March 2026 were 212,509,334.

The Company's website will include information on the number of shares and voting rights.

Requisition rights

Members meeting the threshold requirements set out in section 527 of the Companies Act 2006 have the right to require the Company to publish a statement on its website in relation to the audit of the Company's accounts that are to be laid before the meeting or any circumstances connected with an auditor of the Company ceasing to hold office since the previous AGM. The Company may not charge the requesting shareholders for website publication of such a statement. The Company must also 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 website statement relating to audit concerns.

Under sections 338 and 338A of the Companies Act 2006, members meeting the threshold requirements in those sections have the right to require the Company: (i) to give, to members of the Company entitled to receive notice of the AGM, notice of a resolution which those members intend to move (and which may properly be moved) at the AGM; and; (ii) to include in the business to be dealt with at the AGM any matter (other than a proposed resolution) which may properly be included in the business at the AGM, provided in each case that the requirements of those sections are met and that the request is received by the Company not later than six weeks before the AGM or, if later, the time at which notice is given of the AGM.

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BOARD OF DIRECTORS

Gavin Slark will be standing for election for the first time at this year's AGM. All other Directors will be standing for re-election. A description of the skills and experience of each Director standing for election or re-election is set out in their biographies below.

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Geoff Drabble
Chair

Appointment date
October 2024

Committee membership:

Skills and experience
Geoff has unrivalled leadership experience from publicly listed businesses across the building materials distribution, equipment hire and tools markets nationally and internationally. He has gained this from both executive and non-executive roles, and is currently non-executive chair of multinational plumbing and heating products distributor, Ferguson Enterprises Inc. Until February 2025, he was non-executive chair of international packaging company, DS Smith Plc.

He previously served as Senior Independent Director of Howden Joinery Group plc and was CEO of Ashtead Group plc during a period of unprecedented growth. He has also been Executive Director of The Laird Group plc and held a number of senior management positions at Black & Decker.

External appointments
- Ferguson Enterprises Inc (Chair)

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Gavin Slark
Chief Executive Officer

Appointment date
January 2026

Committee membership: None

Skills and experience
Gavin is a highly experienced public company CEO and Board Director with significant experience of the building materials and merchanting industry in the UK and Europe, most recently as CEO of SIG plc and Non-executive Director of Galliford Try Holdings plc.

Prior to SIG, Gavin was CEO of Grafton Group plc for over a decade, and CEO of BSS before its acquisition by Travis Perkins plc in 2010.

He brings to the Group a strong track record of delivering shareholder value through operational excellence and resilience through strategic developments and portfolio transformations with a focus on long-term growth and adaptability in the face of industry changes.

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Duncan Cooper
Chief Financial Officer

Appointment date
January 2024

Committee membership: None

Skills and experience
Duncan is a Chartered Accountant and, in addition to having a strong finance background, has experience in corporate communications, strategy design and implementation and large-scale technology change. Duncan joined the Group from Crest Nicholson plc, where he was appointed Chief Financial Officer in 2019. He formerly worked at J. Sainsbury plc where he held multiple roles since 2010, culminating in Director of Group Finance. Prior to that Duncan held finance roles at BSkyB plc and GlaxoSmithKline plc after qualifying at Deloitte LLP.

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Jez Maiden
Senior Independent Non-executive Director

Appointment date
June 2023

Committee membership:

Skills and experience
A qualified accountant (FCMA), Jez is a proven Senior Independent Director with diverse sector experience spanning household FMCG, management consultancy, food manufacturing, transport and chemicals. He has extensive finance and audit, public company and capital markets expertise and has held a number of Executive Director CFO positions, most recently as Group Finance Director for Croda International Plc. He has previously served as a Non-executive Director at PZ Cussons plc and Synthomer plc and is currently a Non-executive Director, Chair of the Audit Committee and a member of the Remuneration Committee of Smith & Nephew plc, and a Non-executive Director and member of the Audit Committee at Intertek Group plc

External appointments
- Centre for Process Innovation Ltd (Non-executive Director)
- Smith & Nephew plc (Non-executive Director)
- Intertek Group plc (Non-executive Director)

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Committee membership key:
A Audit
N Nominations
R Remuneration
S Stay Safe
C Chair

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Marianne Culver
Non-executive Director

Appointment date
November 2019

Committee membership: R S

Skills and experience
Marianne has extensive executive and board experience in the global distribution and logistics sectors. She has served as Chief, Global Supply Chain with Premier Farnell plc and as Chief Executive (UK & Ireland) of TNT. Marianne was latterly Global President of RS Components, (formerly Electrocomponents plc). Her non-executive career to date has included membership of the boards of Rexel SA (listed on Euronext Paris), The British Quality Foundation and EDS Corporation. She is a current member of the Supervisory Board of BME B.V, where she serves as the Chair of the Remuneration Committee.

External appointments
- BME B.V (Supervisory Board)

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Louise Hardy
Non-executive Director

Appointment date
January 2023

Committee membership: R

Skills and experience
Louise has over thirty years of business and leadership experience in the construction and infrastructure industry, with senior roles at London Underground, Bechtel, and Laing O'Rourke, where she was Infrastructure Director for the London 2012 Olympic Park.

Most recently, she served as European Project Excellence Director for AECOM. Louise is currently a Non-executive Director of Crest Nicholson Holdings plc and Balfour Beatty plc, and is the independent Chair of Oriel. Louise remains a keen volunteer within the construction industry as a STEM ambassador and diversity champion.

External appointments
- Crest Nicholson Holdings plc (Non-executive Director)
- Balfour Beatty plc (Non-executive Director)
- Oriel (Chair)

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Heath Drewett
Non-executive Director

Appointment date
May 2021

Committee membership: R

Skills and experience
Heath is an experienced CFO and currently Chief Financial Officer for Aggreko; a global provider of engineered energy and temperature solutions.

He also has extensive experience in the engineering, leisure and transportation and industrial sectors having previously worked for WS Atkins, British Airways, Morgan Advanced Materials and PwC. Heath brings a wealth of financial and commercial acumen to the Board at Travis Perkins based on his experience across a number of markets and sectors adjacent to the construction industry.

External appointments
- Aggreko (Chief Financial Officer)

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Jora Gill
Non-executive Director

Appointment date
August 2021

Committee membership: A N S

Skills and experience
Jora has extensive data and digital experience having held a number of Chief Information Technology Officer and Chief Digital Officer roles in significant organisations, including Standard and Poors, Elsevier, The Economist, and latterly SHL Group Ltd where he served as Chief Digital Officer until December 2021.

Jora is now the CEO and Co-founder of an AI company, Insights Driven. In addition, he serves as a Non-executive Director of the Phoenix Life Limited, a role he has held since June 2023.

External appointments
- Insights Driven (CEO)
- Phoenix Life Ltd (Non-executive Director)

Travis Perkins plc Annual General Meeting 2026


Travis Perkins plc
www.travisperkinsplc.co.uk
Travis Perkins plc, Anyhill House, Rye Hill Close, Lodge Farm Industrial Estate, Northampton, NN5 7UA, United Kingdom 01604 752424
Travis Perkins www.travisperkinsplc.co.uk