Galliford Try : 2022 Notice of Annual General Meeting

Galliford Try Holdings plc

(incorporated in England and Wales under number 12216008)

Notice of Annual

General Meeting 2022

Peel Hunt LLP, 7th floor, 100 Liverpool Street, London, EC2M 2AT on:

Friday 11 November 2022 at 11.30am

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all your ordinary shares in the Company, please forward this document to the purchaser or transferee or to the stockbroker, bank or other person through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Directors

Alison Wood, Chair

Bill Hocking, Chief Executive

Andrew Duxbury, Finance Director

Terry Miller, Senior Independent Director

Gavin Slark, Non-executive Director

Marisa Cassoni, Non-executive Director

Sally Boyle, Non-executive Director

21 September 2022

Dear Shareholder,

ANNUAL GENERAL MEETING 2022

I am delighted to be writing to you for the first time as your Chair to confirm arrangements for our Annual General Meeting (AGM) which we are holding at 11.30am on Friday 11 November 2022 at the offices of Peel Hunt LLP, 7th Floor, 100 Liverpool Street, London, EC2M 2AT. The Notice of the AGM (Notice) is set out on pages 3 and 4 and sets out the business to be considered at the AGM.

AGM Attendance

Shareholders have the opportunity to submit questions on the AGM resolutions electronically before the AGM and such questions, limited to matters relating to the business of the AGM itself, should be sent to the General Counsel & Company Secretary at kevin.corbett@gallifordtry.co.uk. We will aim to respond to any questions received by 12 noon on Wednesday 9 November 2022, by publishing our answers on the Company's website (www.gallifordtry.co.uk) before the AGM. Where possible, we will look to group questions into themes on the Company's website. If we are unable to provide a full response to questions before the AGM, we will update the website as soon as possible after the AGM.

With regard to COVID-19, we will follow the guidelines and best practice in place at the time of the AGM. If circumstances change and any social distancing measures are re-imposed before the AGM, the Company will consider these changes and, if appropriate, notify shareholders of any changes to the proposed format of the AGM as soon as possible through the Company's website at www.gallifordtry.co.uk and RNS announcement.

Galliford Try Holdings plc Registered in England and Wales No. 12216008 Blake House 3 Frayswater Place Cowley Uxbridge Middlesex UB8 2AD

Those shareholders who do not wish to attend the AGM in person are strongly encouraged to vote through our registrar's secure online voting service (using the Voting ID, Task ID and Shareholder Reference Number shown on the Form of Proxy), or by completing and returning the Form of Proxy by post to the Company's registrars, Equiniti Limited, at the address printed on the back of the Form of Proxy or, if preferred, in an envelope to Equiniti Limited, FREEPOST RTHJ-CLLL-KBKU, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA. Shareholders are also advised to appoint the Chair of the AGM as their proxy. CREST members may utilise the CREST electronic proxy appointment service. If you are an institutional investor, you may also be able to appoint a proxy electronically via the Proxymity platform,

a platform which has been agreed by the Company and approved by the Company's registrars. Your proxy appointment must be received by 11.30am on Wednesday 9 November 2022. Further details relating to voting by proxy are set out in the notes to the Notice on pages 7 and 8 of this document and in the Form of Proxy.

Business of the AGM

The resolutions to be proposed are set out on pages 3 and 4 of this document. Resolutions 1 to 14 are proposed as ordinary resolutions, whilst Resolutions 15 to 18 will be proposed as special resolutions. The ordinary resolutions will be passed if more than 50% of the votes cast are in favour and the special resolutions will be passed if at least 75% of the votes cast are in favour. Explanatory notes on all proposed resolutions can be found on pages 5 and 6 of this document. This document and the Form of Proxy are also available on our website, www.gallifordtry.co.uk and are located in the Investors section of the website under Reports and Presentations.

Voting on all resolutions at the AGM will be on a poll as the directors believe that this will result in a more accurate reflection of the views of all shareholders and ensure that their votes are recognised, whether or not they are able to attend the AGM. On a poll, each shareholder has one vote for every share held. The results of the poll and proxy votes cast prior to the AGM will be released, shortly after the AGM, to the London Stock Exchange and published on the Company's website at www.gallifordtry.co.uk.

Recommendation

The directors believe that the proposals in Resolutions 1 to 18 are in the best interests of shareholders as a whole. The directors will be voting in favour of them and unanimously recommend that shareholders do so as well.

Yours sincerely,

NOTICE IS HEREBY GIVEN that the Annual General Meeting (AGM) of Galliford Try Holdings plc will be held at the offices of Peel Hunt LLP, 7th Floor, 100 Liverpool Street, London, EC2M 2AT on Friday 11 November 2022 at 11.30am.

The business of the AGM will be to consider and, if thought fit, to pass the following resolutions. Resolutions 1 to 14 are proposed as ordinary resolutions, and Resolutions 15 to 18 are proposed as special resolutions. Voting on all resolutions will be by way of a poll.

ORDINARY RESOLUTIONS

1. To receive the Directors' report and the audited financial statements for the year ended 30 June 2022, together with the auditor's report thereon.
2. To approve the Directors' Remuneration report set out on pages 87 to 99 of the Annual Report for the year ended 30 June 2022.
3. To declare a final dividend of 5.8 pence per ordinary share.
4. To re-appoint Alison Wood as a director of the Company.
5. To re-elect Bill Hocking as a director of the Company.
6. To re-elect Andrew Duxbury as a director of the Company.
7. To re-elect Terry Miller as a director of the Company.
8. To re-elect Gavin Slark as a director of the Company.

• To re-elect Marisa Cassoni as a director of the Company.
  10. To re-appoint Sally Boyle as a director of the Company. 11. To re-appoint BDO LLP as auditor to the Company.

1. To authorise the Audit Committee to determine the remuneration of the auditor.
2. To authorise the directors generally and unconditionally pursuant to section 551 of the Companies Act 2006 (the Act) to exercise all 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 up to an aggregate nominal amount of £36,987,368 comprising:
3. 1. an aggregate nominal amount of £18,493,684 (whether in connection with the same offer or issue as under (b) below or otherwise); and
   2. an aggregate nominal amount of £18,493,684 in the form of equity securities (within the meaning of section 560(1) of the Act) in connection with an offer or issue by way of rights,
      open for acceptance for a period fixed by the directors, to holders of ordinary shares (other than the Company) on the register
      on any record date fixed by the directors in proportion (as nearly as may be) to the respective number of ordinary shares deemed to be held by them, subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever.

This authority shall expire (unless previously varied, revoked or renewed by the Company in general meeting) 15 months after the date of the passing of this resolution or, if earlier, at the conclusion of the AGM of the Company in 2023, except that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred by this resolution had

not expired.

14. For the purposes of section 366 of the Act, to authorise the Company and all companies that are its subsidiaries at any time during the period for which this resolution has effect to:

1. make political donations to political parties or independent election candidates not exceeding £10,000 in aggregate;
2. make political donations to political organisations other than political parties not exceeding £50,000 in aggregate; and
3. incur political expenditure not exceeding £100,000 in aggregate,

provided that the aggregate amount of any such donations and expenditure shall not exceed £100,000, during the period beginning with the date of the passing of this resolution and ending 15 months after the date of the passing of this resolution or, if earlier, at the conclusion of the AGM of the Company in 2023.

For the purpose of this Resolution 14, the terms 'political donation', 'political parties', 'independent election candidates', 'political organisation' and 'political expenditure' shall have the meanings given by sections 363 to 365 of the Act.

SPECIAL RESOLUTIONS

15. To empower the directors pursuant to section 570 of the Act to allot equity securities (as defined in section 560(1) of the Act) for cash pursuant to the general authority conferred on them by Resolution 13 above and/or to sell equity securities held as treasury shares for cash pursuant to section 727 of the Act, in each case as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be limited to:

1. any such allotment and/or sale of equity securities in connection with an offer or issue by way of rights or other pre-emptive offer or issue, open for acceptance for a period fixed by the directors, to holders of ordinary shares (other than the Company) on the register on any record date fixed by the directors in proportion (as nearly as may be) to the respective number of ordinary shares deemed to be held by them, subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever; and
2. any such allotment and/or sale, otherwise than pursuant to sub-paragraph (a) above, of equity securities having, in the case of ordinary shares, an aggregate nominal amount or, in the case of other equity securities, giving the right to subscribe or convert into ordinary shares having an aggregate nominal amount, not exceeding the sum of £2,774,052.

This authority shall expire, unless previously revoked or renewed by the Company in a general meeting, at such time as the general authority conferred on the directors by Resolution 13 above expires, except that the Company may at any time before such expiry make any offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.

16. In addition to any authority granted under Resolution 15, to empower the directors pursuant to section 570 of the Act to allot equity securities (as defined in section 560(1) of the Act) for cash pursuant to the general authority conferred on them by Resolution 13 above and/or to sell equity securities held as treasury shares for cash pursuant to section 727 of the Act, in each case as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be:

1. limited to any such allotment and/or sale of equity securities having, in the case of ordinary shares, an aggregate nominal amount or, in the case of other equity securities, giving the right to subscribe or convert into ordinary shares having an aggregate nominal amount, not exceeding the sum of £2,774,052; and
2. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice.

This authority shall expire, unless previously revoked or renewed by the Company in a general meeting, at such time as the general authority conferred on the directors by Resolution 13 expires, except that the Company may at any time before such expiry make any offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.

17. That the Company be and is generally and unconditionally authorised to make market purchases (as defined in section 693(4) of the Act) of its ordinary shares of 50 pence each provided that in doing so it:

1. purchases no more than 11,096,210 ordinary shares of 50 pence each;
2. pays not less than 50 pence (excluding expenses) per ordinary share of 50 pence each; and
3. pays a price per share that is not more (excluding expenses) per ordinary share than the higher of: (i) 5% above the average of the middle market quotations for the ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately before the day on which it purchases that share; (ii) the price of the last independent trade on the trading venue where the purchase is carried out; and (iii) the highest current independent purchase bid on that venue.

This authority shall expire 15 months after the date of the passing of this resolution or, if earlier, at the conclusion of the AGM of the Company to be held in 2023, except that the Company may, if it agrees to purchase ordinary shares under this authority before it expires, complete the purchase wholly or partly after this authority expires.

18. That a general meeting other than an AGM may be called on not less than 14 clear days' notice.

The directors believe that the proposals in Resolutions 1 to 18 are in the best interests of shareholders as a whole. The directors will be voting in favour of them and unanimously recommend that shareholders do so as well.

By order of the Board

Kevin Corbett

General Counsel & Company Secretary 21 September 2022

Registered office: Blake House

3 Frayswater Place Cowley Uxbridge Middlesex UB8 2AD

Registered in England and Wales No. 12216008

Resolution 1 - Annual Report and financial statements

The directors are required by the Companies Act 2006 (the Act) to present to the shareholders of the Company at a general meeting the reports of the directors and auditor, and the audited financial statements of the Company for the year ended 30 June 2022. The Annual Report including the audited financial statements has been approved by the directors, and the report of the auditor has been prepared by the auditor, BDO LLP (BDO).

Resolution 2 - Directors' Remuneration report

The Act requires the Company to seek shareholder approval on an annual basis of the Directors' Remuneration report at the general meeting before which the Company's annual accounts are laid. The Directors' Remuneration report is included in the Annual Report, from page 87.

This vote is advisory, in respect of the overall remuneration package, and the directors' entitlement to remuneration is not conditional upon this resolution being passed.

Resolution 3 - Declaration of dividend

The directors are recommending a final dividend of 5.8 pence per ordinary share, payable on Friday 9 December 2022 to holders on the register as at Friday 11 November 2022. The final dividend will not be paid without shareholder approval and the amount may not exceed the amount recommended by the directors.

Resolutions 4 to 10 - Re-appointment and Re-election of directors

The UK Corporate Governance Code (the Code) recommends that all directors of companies with a premium listing stand for re-election on an annual basis and the Board has resolved that all directors still in office at the date of the AGM who were re-elected at the 2021 AGM should again stand for re-election in 2022 as explained in the Corporate Governance Report on page 71 of the Annual Report. Two Non-executive Director appointments have also been made since the 2021 AGM, being Alison Wood and Sally Boyle, and they are now standing for re-appointment at the 2022 AGM in accordance with the Articles of Association of

the Company.

The biographical details of the directors can be found on page 10 of this Notice. In accordance with the Code, the contributions and reasons for re-election and re-appointment of each director are also set out on page 10.

Resolutions 11 and 12 - Auditor and its remuneration

The Act requires that an auditor be appointed at each general meeting at which accounts are laid, to hold office until the next such meeting. These resolutions seek shareholder approval for the re-appointment of BDO as the auditor of the Company with effect from the end of the AGM, in accordance with the recommendation of the directors, and permit the Audit Committee to determine the auditor's remuneration for the audit work to be carried out by BDO in the next financial year.

Resolution 13 - Allotment of shares

The Act provides that the directors may only allot shares if authorised by shareholders to do so. Resolution 13 will, if passed, authorise the directors to allot shares up to an aggregate nominal amount of £36,987,368 which represents an amount which is approximately equal to two-thirds of the issued ordinary share capital of the Company as at 21 September 2022, being the date of this Notice. As at 21 September 2022, the Company did not hold any treasury shares.

As provided in paragraph (a) of the resolution, up to half of this authority (equal to one-third of the issued share capital of the Company) will enable the directors to allot and issue new shares in whatever manner (subject to pre-emption rights) they see fit. Paragraph (b) of the resolution provides that the remainder of the authority (equal to a further one-third) may only be used in connection with a rights issue in favour of ordinary shareholders. As paragraph (a) imposes no restrictions on the way the authority may be exercised, it could be used in conjunction with paragraph (b) so as to enable the whole two-thirds authority to be used in connection with a rights issue. This reflects

the best practice guidance issued by The Investment Association. The authority will expire at the earlier of the date that is 15 months after the date of the passing of the resolution and the conclusion of the next AGM of the Company.

Passing Resolution 13 will ensure that the directors continue to have the flexibility to act in the best interests of shareholders, when opportunities arise, by issuing new shares. There are no current plans to issue new shares except in connection with employee share schemes.

Resolution 14 - Political donations and expenditure

Part 14 of the Act provides that political donations or political expenditure made or incurred by a company must be authorised in advance by the company's shareholders. It is not the policy of the Company to make political donations or incur political expenditure, and the Company has no intention of using the authority granted by this resolution for this purpose, but, because the definitions in the Act are broadly framed, normal business activities of the Company, which might not be thought to be political expenditure or political donations in the usual sense, could be caught such as membership of industry and trade bodies. This resolution is a precautionary measure to ensure that the Company and its subsidiaries do not inadvertently breach the Act. If passed, this resolution will authorise the Company and its subsidiaries to make political donations and to incur political expenditure up to an aggregate limit of £100,000 in the period beginning with the date of the passing of this resolution and ending 15 months after the passing of this resolution or, if earlier, the conclusion of the next AGM of the Company. The directors intend to seek annual renewal of this authority in accordance with best practice.