Severfield : Notice of AGM

Notice is hereby given that the Annual General Meeting of Severfield plc (the "Company") will be held at Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London, E1 6PW on 6 September 2023 at 10 am to consider and, if thought fit, pass the following resolutions, all of which are fully described in the explanatory notes below.

Ordinary Resolutions

Resolutions 1 to 16 will be proposed as ordinary resolutions. To pass ordinary resolutions, more than 50 per cent of the votes cast must be in favour.

1. To receive and adopt the annual accounts and the reports of the Directors for the financial year ended 25 March 2023 together with the report of the auditors thereon (Annual Report and Accounts 2023).
2. To approve the Directors' remuneration report (other than the part containing the Directors' remuneration policy) for the financial year ended 25 March 2023 as set out in pages 153 to 164 of the Annual Report and Accounts 2023.
3. To approve the Directors' remuneration policy, the full text of which is set out on pages 144 to 153 of the Annual Report and Accounts 2023.
4. That the amendments to the rules of the Severfield Performance Share Plan 2017, as shown in the marked-up version of the plan rules produced to the meeting and initialled by the chairman of the Meeting (for the purposes of identification only), be approved and the Directors be authorised to do all acts and things that they consider necessary or expedient to give effect to such amendments.
5. To declare a final dividend of 2.1p per ordinary share in respect of the year ended 25 March 2023 payable on 13 October 2023 to shareholders on the register at the close of business on 8 September 2023.
6. To reappoint Alan Dunsmore as a Director.
7. To reappoint Derek Randall as a Director.
8. To reappoint Adam Semple as a Director.
9. To reappoint Kevin Whiteman as a Director.
10. To reappoint Louise Hardy as a Director.
11. To reappoint Rosie Toogood as a Director.
12. To reappoint Alun Griffiths as a Director
13. To appoint Mark Pegler as a Director.
14. To reappoint KPMG LLP as auditor of the Company to hold office until the conclusion of the next Annual General Meeting of the Company in 2024, following a recommendation by the Audit Committee.
15. To authorise the Audit Committee to determine the auditor's remuneration.
16. That the Directors be generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the "Act"), to exercise all of the powers of the Company to allot shares and grant rights to subscribe for, or convert any security into, shares in the Company:
17. 1. up to an aggregate nominal amount (within the meaning of sections 551(3) and (6) of the Act) of £2,580,000 (such amount to be reduced by the nominal amount allotted or granted under (b) below in excess of such sum); and
    2. comprising equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of the Act) of £5,160,000 (such amount to be reduced by the allotments or grants made under (a) above) in connection with or pursuant to an offer or invitation by way of a rights issue in favour of:
    3. 1. holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment; and
       2. holders of any other class of equity securities entitled to participate therein or if the Directors

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consider it necessary, as permitted by the rights of those securities,

but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever, provided that such authorities shall expire at the conclusion of the Annual General Meeting of the Company in 2024 or on 30 September 2024 whichever is the earlier, save that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted or rights to be granted, after such expiry and the Directors may allot shares, or grant rights to subscribe for or to convert any security into shares, in pursuance of any such offer or agreement as if the authorities conferred by this Resolution had not expired.

Special Resolutions

Resolutions 17, 18, 19 and 20 will be proposed as special resolutions. To pass special resolutions, at least 75 per cent of the votes cast must be in favour.

17. That, subject to the passing of Resolution 16 as set out in the notice of this Annual General Meeting, the Directors be empowered pursuant to sections 570(1) and 573 of the Companies 2006 (the "Act") to:

1. allot equity securities (as defined in section 560 of the Act) of the Company for cash pursuant to the authority conferred by Resolution 16 of the notice of this Annual General Meeting; and
2. sell ordinary shares (as defined in section 560(1) of the Act) held by the Company as treasury shares for cash,

as if section 561 of the Act did not apply to such allotment or sale, provided that this power shall be limited to the allotment of equity securities and sale of treasury shares for cash:

1. in connection with or pursuant to an offer of or invitation to acquire equity securities (but in the case of the authority granted under Resolution 16(b), by way of a rights issue only) in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment or sale (and holders of any other class of equity securities entitled to participate therein or if the Directors consider it necessary, as permitted by the rights of those securities) but subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements, record dates or legal or practical difficulties which may arise under the laws of any territory or the regulations or requirements of any regulatory authority or any stock exchange in any territory or any other matter whatsoever; and
2. in the case of the authorisation granted under Resolution 16(a) above (or in the case of any sale of treasury shares) and otherwise than pursuant to sub-paragraph (i) of this Resolution, up to an aggregate nominal amount of £387,000,

and shall expire on the conclusion of the Annual General Meeting of the Company in 2024, or on 30 September 2024, whichever is the earlier, save that the Company may before such expiry make any offer or agreement that would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry, and the Directors may allot equity securities or sell treasury shares in pursuance of any such offer or agreement as if the power conferred by this Resolution had not expired.

18. That, subject to the passing of Resolution 16 set out in the notice of this Annual General Meeting, and in addition to the power given by Resolution 16, the Directors be empowered pursuant to sections 570 (1) and 573 of the Companies Act 2006 (the "Act") to:

1. allot equity securities (as defined in section 560 of the Act) of the Company for cash pursuant to the authorisation conferred by paragraph (a) of Resolution 16 of the notice of this Annual General Meeting; and
2. sell ordinary shares (as defined in section 560(1) of the Act) held by the Company as treasury shares for cash,

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as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be:

1. limited to the allotment of equity securities and the sale of treasury shares for cash otherwise than pursuant to the said Resolution 16, up to an aggregate nominal amount of £387,000; and
2. used only for the purposes of financing (or refinancing, if the authority is to be used within six months of the original transaction), a transaction which the directors have determined to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group prior to the date of this notice, or for any other purposes as the Company in general meeting may at any time by special resolution determine,

and shall expire at the conclusion of the next Annual General Meeting of the Company in 2024 or on 30 September 2024, whichever is the earlier, save that the Company may before such expiry make any offer or agreement that would or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and the directors may allot equity securities, or sell treasury shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired.

1. That the Company be and is generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the "Act") to make market purchases (within the meaning of section 693(4) of the Act) of the Company's ordinary shares on such terms and in such a manner as the Directors may from time to time determine and where such shares are held as treasury shares, the Company may use them for the purposes of its employee share schemes, provided that:
2. 1. the maximum aggregate number of ordinary shares which may be so purchased is 30,953,000, which represents approximately 10 per cent of the issued ordinary share capital as at 3 August 2023;
   2. the minimum price that may be paid for each ordinary share is 2.5p, which amount shall be exclusive of expenses, if any;
   3. the maximum price (exclusive of expenses) which may be paid for each ordinary share is an amount equal to the higher of: (i) 105 per cent of the average of the middle market quotations of the Company's ordinary shares, as derived from the Daily Official List of The London Stock Exchange plc for the five business days immediately preceding the date on which such share is contracted to be purchased; and (ii) the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venues where the purchase is carried out;
   4. unless previously renewed, revoked or varied, this authority shall continue in force until the conclusion of the next Annual General Meeting of the Company to be held in 2024, or on 30 September 2024, whichever is the earlier;
   5. the Company may, before this authority expires, make a contract to purchase ordinary shares that would or might be executed wholly or partly after the expiry of this authority, and may make purchases of ordinary shares pursuant to it as if this authority had not expired.
3. That a general meeting of the Company (other than an annual general meeting) may be called on not less than 14 clear days' notice.

The Board of Severfield plc considers all of the proposed resolutions contained in this Notice of Annual General Meeting to be in the best interests of the Company and its shareholders and accordingly recommends that shareholders vote in favour of all of the resolutions proposed as the Directors intend to do in relation to their own holdings (save in respect of the items of business in which they are interested personally).

Important Information

1. Proxies: Any member entitled to vote at the Annual General Meeting is entitled to appoint another person as his/her proxy to exercise all or any of his/her rights to attend, speak and vote at the Annual General Meeting instead of the member. You are encouraged to appoint the chairman of the Annual General Meeting as your proxy. A member may appoint more than one proxy in relation to the Annual General Meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him/her. A proxy need not be a member of the Company. A Form of Proxy for the Annual General Meeting is enclosed. Please contact the Company's Registrars (see (ii) below) if you wish to appoint more than one proxy.
2. Forms of Proxy: In order to be valid, any Form of Proxy and power of attorney or other authority under which it is signed (or a notarially certified or office copy of such power or authority), should be completed and returned by post or, with respect to the Form of Proxy only, online at the electronic address provided in the Form of Proxy, in each case so as to reach the Company's Registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY not less than 48 hours before the time of the Annual General Meeting or of any adjournment thereof (excluding any part of a day which is not a working day). If you are a CREST member, see note (iv) below. If you have any questions relating to the completion and return of Forms of Proxy, please telephone Computershare between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday (except UK public holidays) on 0370 707 1329 from within the UK or +44 370 707 1329 if calling from outside the UK. The helpline cannot provide financial, legal or tax advice.
3. Right to Vote: Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that in order to have the right to vote at the Annual General Meeting (and also for the purpose of determining how many votes a person entitled to vote may cast), a person must be entered on the Company's register of members at 6.00 p.m. on 4 September 2023 or, in the event of any adjournment, at 6.00 p.m. on the date which is two days before the day of the adjourned meeting. Shareholders may only cast votes in respect of shares held at such time. Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to vote at the Annual General Meeting.
4. CREST members: Alternatively, if you are a member of CREST, you may register the appointment of a proxy by using the CREST electronic proxy appointment service.
   CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Annual General Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual (available via www.euroclear.com/CREST) subject to the provisions of the Company's articles of association. 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 sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
   In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK and Ireland Limited's ("Euroclear") 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 issuer's agent (ID 3RA50) no later than 48 hours before the time of the Annual General Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the issuer'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 or voting service provider(s) should note that Euroclear 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

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