Company Number824821

THE COMPANIES ACT 2006

_________________________________

PUBLIC COMPANY LIMITED BY SHARES

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ORDINARY AND SPECIAL RESOLUTIONS

of

TRAVIS PERKINS PLC

(the "Company")

At a general meeting of the Company duly convened and held at Linklaters, One Silk Street, London, EC2Y 8HQ, on Monday, 22 April 2024, in addition to resolutions concerning ordinary business the following resolutions were duly passed as ordinary and special resolutions of the Company respectively:

ORDINARY RESOLUTIONS:

2. To approve the Directors' remuneration report (excluding the Directors' remuneration policy) which is set out on pages 106 to 133 of the Annual Report and Accounts for the financial year ended 31 December 2023.

3. To receive and approve the Directors' remuneration policy, which is contained in the Directors' remuneration report as set out on pages 112 to 119 of the Annual Report and Accounts for the financial year ended 31 December 2023 which will take effect from the date of its approval.

14. To authorise the Audit Committee of the Board to fix the remuneration of the Company's auditor.

15. 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 £7,937,297 (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph (b) of this Resolution 15 in excess of £7,937,297; and

(b) comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to an aggregate nominal amount of £15,874,595 (such amount to be reduced by the aggregate nominal amount allotted or granted under paragraph (a) of this Resolution 15) 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 15 shall, unless renewed, varied or revoked by the Company expire at the end of the Company's next Annual General Meeting after this Resolution 15 is passed (or, if earlier, at the close of business in London on 22 July 2025) 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 15 has expired.

This Resolution 15 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.

SPECIAL RESOLUTIONS:

16.That, if Resolution 15 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 15 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 15 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; 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 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 22 July 2025) 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.

17. 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 (representing approximately 10% of the issued ordinary share capital of the Company as at 12 March 2024);

(b) the minimum price (exclusive of expenses) which may be paid for an ordinary share is its nominal value of 11.205105 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 22 July 2025, 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.

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

Will Lang, Director of Legal Services & Deputy Company Secretary

TRAVIS PERKINS PLC

22 April 2024

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Travis Perkins plc published this content on 22 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 April 2024 12:53:08 UTC.