(Registered in England No. 00998314)
Chairman's Letter to Shareholders and Notice of General MeetingThe General Meeting will be held at
SIG West London, Mathisen Way, Poyle, Slough SL3 0HB on Friday 22 May 2026 at 12.00pm
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to the action you should take you should immediately seek advice from your stockbroker, bank manager, solicitor, accountant or other independent professional advisor duly authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your shares in SIG plc, please forward this document and any accompanying documents, with the exception of any personalised documents, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. 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 https://www.sigplc.com. The Notice of General Meeting is set out on pages 4 to 6 of this document. A Form of Proxy for use at the General Meeting may be enclosed.
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Chairman's Letter to Shareholders Proposal to approve the grant of a one-off recruitment Restricted Share Award to Simon Kesterton, incoming Chief Financial Officer of SIG plc ("SIG" or the "Company") Dear Shareholder, IntroductionOn 30 April 2026, the Company announced the appointment of Simon Kesterton as the Company's new Chief Financial Officer ("CFO"), with Simon's appointment taking effect on 1 May 2026. The appointment of Simon as CFO follows the announcement on 10 April 2026 that the Company had received notice from Ian Ashton of his resignation as CFO.
Simon is a highly experienced CFO who has successfully operated at C-suite and Board level within complex multi-billion revenue organisations across multiple end markets. He has a track record across more than 20 years of implementing transformational strategic change and delivering market leading organic and inorganic growth. From 2019 until December 2025, Simon was CFO at Kier Group plc, a leading provider of construction, infrastructure and property developments in the UK. Prior to that, he served for six years as CFO at RPC Group plc, during Pim Vervaat's tenure as CEO.
It has been agreed that the Company will make a one-off recruitment restricted share award to Simon equal to 100% of his base salary (the "Award"), in addition to the initial annual restricted share award made to him in accordance with the terms of Company's remuneration policy (the "Remuneration Policy") approved by shareholders at the Company's annual general meeting held in April 2026 (the "2026 AGM") equal to 125% of his base salary. The size of the Award falls outside the scope of the Remuneration Policy. Under section 226B(1)(b) of the Companies Act 2006 (the "Act"), the Award requires shareholder approval at a general meeting of the Company. The service agreement between the Company and Simon provides that if shareholders do not approve the Award, Simon may elect to terminate the agreement on immediate notice. If the Resolution to be proposed at the general meeting of the Company to be held on 22 May 2026 (the "General Meeting") is not passed by shareholders, Simon may choose to serve notice to terminate immediately his appointment as CFO and employment by the Company.
This letter constitutes the memorandum required to be made available for inspection by shareholders in accordance with section 226D of the Act. It will therefore be available for inspection by shareholders (a) at the Company's registered office for
not less than 15 days ending with the date of the General Meeting, (b) at the General Meeting and (c) on the Company's website,
https://www.sigplc.com.
Simon has expressed his intention to acquire shares in SIG in the six months following his appointment, and assuming that shareholders approve the Resolution, such that the value of his total holding of SIG shares (including 190,000 shares in SIG that he already holds) is approximately £250,000, being half of his gross base salary.
I am therefore writing to you to set out the background to, and the reasons for, the General Meeting and to set out the Board's unanimous recommendation that shareholders vote in favour of the Resolution to approve the Award that will be proposed at the General Meeting.
The General Meeting will be held at 12.00pm on 22 May 2026 at SIG West London, Mathisen Way, Poyle, Slough SL3 0HB. The formal Notice of General Meeting of the Company is set out on pages 4 to 6 of this document.
The AwardThe Company will, subject to shareholder approval, make the Award in the form of an option with a nil exercise price. The Award will be made under the SIG plc Long Term Incentive Plan (the "LTIP") approved by shareholders at the 2026 AGM.
Size of the Award
The Award will be granted over shares with an aggregate value equal to 100% of Simon's annual base salary (calculated using the average daily closing share price over the three months prior to the date of the announcement of Simon's appointment on 30 April). This exceeds the limit on the value of restricted share units over which an individual can be granted an award under the LTIP in any financial year of the Company (125% of annual salary) as provided for in the Company's Remuneration Policy. Simon's most recent executive appointment was as CFO at Kier Group plc. His base salary and total remuneration opportunity at Kier Group was notably higher than the base salary and remuneration opportunity he has accepted to join the Company. The Award has been offered to Simon as a means to incentivise him to join the Company. The Board considers that structuring this incentive as equity, through the Award, will result in greater alignment with the interests of shareholders. As Simon stepped down as CFO at Kier Group in December 2025, he has no in-flight incentives from his time at Kier Group that he will lose through joining SIG and accordingly the Company will not be making any payment to him to compensate him for the loss of any such incentives.
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Satisfaction of the Award
The exercise of the Award may not be satisfied with new issue shares or treasury shares. Rather, the Company would expect to satisfy the Award by funding its Employee Benefit Trust to acquire sufficient shares in the market which can then be transferred to Simon.
Vesting period and holding period
Consistent with the rules of the LTIP and the Company's Remuneration Policy, the Award will vest on the third anniversary of the date of its grant and the resulting shares will be subject to a minimum holding period of two years.
Underpin, leaver provisions, malus and clawback
The provisions set out in the rules of the LTIP and the Company's Remuneration Policy will apply to the Award.
General MeetingA notice convening the General Meeting of the Company to be held at 12.00pm on 22 May 2026 at SIG West London, Mathisen Way, Poyle, Slough SL3 0HB is set out on pages 4 to 6 of this document. The purpose of the General Meeting is to seek shareholders' approval of the Resolution set out in the Notice of General Meeting, which will enable the Company to grant the Award described above.
The Resolution will be proposed as an ordinary resolution. The passing of the Resolution requires a simple majority of shareholders entitled to vote and present in person or by proxy to vote in favour. The results of the poll will be announced as soon as practicable following completion of the General Meeting and will appear on the Company's website, https://www.sigplc.com.
The Board has determined to use the authority granted by shareholders at the 2026 AGM to convene the General Meeting on 14 clear days' notice. The Board considers that this is appropriate given that there is only one Resolution being proposed at the
General Meeting and bearing in mind the nature of the Resolution. The Board considers that it is to the advantage of shareholders as a whole that there is certainty regarding the making of the Award as soon as reasonably practicable.
Action to be takenYou may find enclosed a Form of Proxy for use in connection with the General Meeting.
Whether or not you intend to attend the General Meeting in person, please complete, sign and return the Form of Proxy 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 fixed for the holding of the General Meeting. Alternatively, shareholders may also register their proxy appointment and voting instructions electronically. Please refer to the notes on pages 5 and 6 of this document for further details on how to appoint a proxy and vote electronically. The deadline for the receipt by our Registrars of all proxy appointments is 12.00pm on 20 May 2026. Voting will be conducted by way of a poll at the General Meeting. Completion and
return of the Form of Proxy will not preclude shareholders from attending and voting in person at the General Meeting, should they so wish.
If you have any questions about this document, the General Meeting or the completion and return of the Form of Proxy, please call the shareholder helpline on 0370 707 1293. Non-UK callers should dial 00 44 370 707 1293. Lines are open Monday to Friday
8.30 am to 5.30 pm. Please note that calls may be monitored or recorded and the helpline cannot provide financial, legal or tax advice or advice on the merits of the Resolution.
If you would like to ask a question relating to the business of the General Meeting in advance, please email us at
cosec@sigplc.com no later than 48 hours before the General Meeting is due to take place.
All questions submitted in advance will be answered at the meeting where possible. We encourage you to monitor our website at https://www.sigplc.com where we will communicate any additional information relating to the General Meeting arrangements, should the need arise.
Recommendation to ShareholdersThe Board considers that the grant of the Award to Simon Kesterton on the terms described above and the Resolution set out in the Notice of General Meeting are likely to promote the success of the Company and are in the best interests of the Company and its shareholders as a whole.
The directors unanimously recommend that you vote in favour of the proposed Resolution as they intend to do in respect of their personal shareholdings in the Company, which, in aggregate, amount to 8,217,217 shares representing 0.70% of the issued ordinary share capital of the Company.
Yours faithfully
Andrew Allner
Chairman
1 May 2026
SIG plc
Registered Office: Adsetts House, 16 Europa View, Sheffield Business Park, Sheffield S9 1XH Registered in England and Wales under Company Number: 00998314
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SIG plc Notice of General MeetingNotice is hereby given that the General Meeting ("General Meeting") of the members of SIG plc (the "Company") will be held at SIG West London, Mathisen Way, Poyle, Slough SL3 0HB on 22 May 2026 at 12.00pm to consider and, if thought fit, to pass the following Resolution as an ordinary resolution.
Ordinary ResolutionApprove the grant of a one-off recruitment restricted share award to Simon Kesterton
THAT the grant of a one-off recruitment restricted share award to Simon Kesterton on and subject to the terms set out in the circular of which this Notice of General Meeting forms part (a copy of which was also produced to the General Meeting and initialled by the Chair for identification) be and is hereby approved for the purposes of section 226B(1)(b) of the Companies Act 2006, as amended.
By order of the Board
Andrew Watkins
Group General Counsel & Company Secretary 1 May 2026
SIG plc
Registered Office: Adsetts House, 16 Europa View, Sheffield Business Park, Sheffield S9 1XH Registered in England and Wales under Company Number: 00998314
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SIG plc Notice of General Meeting continued Important informationM25
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A member entitled to attend and vote at the General Meeting is entitled to appoint one or more proxies to exercise all or any of their rights to attend, speak and vote at the General Meeting. A member can appoint more than one proxy in relation to the General Meeting, provided that each proxy is appointed to exercise the rights attaching to different shares held by them.
A proxy need not also be a member of the Company but must attend the General Meeting in person. A Form of Proxy may accompany this Notice of General Meeting and the notes to the Form of Proxy set out the details of how to appoint a proxy.
A copy of this Notice has been sent for information only to persons who have been nominated by a member to enjoy information rights under Section 146 of the Companies Act 2006 ("Nominated Person"). The rights to appoint a proxy cannot be exercised by a Nominated Person: they can only be exercised by the member. However, a Nominated Person may have a right under an agreement between him/her and the member by whom he/she was nominated to be appointed as a proxy for the General Meeting or to have someone else so appointed. If a Nominated Person does not have such a right or does not wish to exercise it, he/she may have a right under such an agreement to give instructions to the member as to the exercise of voting rights. Nominated Persons are reminded that they should contact the registered holder of their shares (and not the Company) on matters relating to their investments in the Company.
To appoint a proxy or proxies shareholders must complete:
the Form of Proxy and return it, together with the power of attorney or other relevant authority (if any) under which it is signed, or a certified copy of the same to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol,
BS99 6ZY, or by using the reply-paid envelope provided; or
a CREST proxy instruction as detailed below; or
an online proxy appointment at https://www.eproxyappointment.com (you will need your unique PIN and Shareholder Reference Number, together with the Control Number, printed on the Form of Proxy),
in each case so that it is received no later than 12.00pm on 20 May 2026. The appointment of a proxy will not preclude a member from attending and voting in person. If a member
attends the General Meeting in person, his proxy appointment will automatically be terminated.
A member may change proxy instructions by returning a new proxy appointment using the methods set out above. Where a member has appointed a proxy using the hard-copy Form of Proxy and would like to change the instructions using another hard-copy proxy form, please contact Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY. The deadline for receipt of proxy appointments in paragraph 4 above also applies in relation to amended instructions. Any attempt to terminate or amend a proxy appointment received after the relevant deadline will be disregarded. Where two or more valid separate appointments of proxy are received in respect of the same share in respect of the same General Meeting, the one which is last received shall be treated as replacing and revoking the other or others. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, 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 name being the most senior). You must inform the Company's Registrars in writing of any termination of the authority of a proxy.
In conjunction with its Registrars, the Company has in place a facility to allow each shareholder to register proxy votes electronically. Detailed information of how to do this is set out on the Form of Proxy. A member can register proxy votes electronically by either logging on to the Registrars' website,
https://www.eproxyappointment.com and following the instructions, or CREST members may register proxy votes following the procedures set out in the CREST Manual.
A "Vote withheld" is not a vote at law, which means that the vote will not be counted in the proportion of votes "For" and "Against" the relevant Resolution. A shareholder who does not give any voting instructions in relation to a Resolution should note that his/her proxy will have authority to vote or withhold a vote on that Resolution as he/she thinks fit. A proxy will also have authority to vote or to withhold a vote on any other business (including amendments to the Resolution) which properly come before
the General Meeting as he/she thinks fit.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting and any adjournment(s) of the General Meeting 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 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 & International'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 by a previously appointed proxy must, in order to be valid, be transmitted so as to be
received by the Company's agent (ID 3RA50) by the latest time(s) for receipt of proxy appointments set out above. 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 Applications 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.
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SIG plc Notice of General Meeting continuedCREST members and, where applicable, their CREST sponsors or 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 provider(s) take(s)) such action as is 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 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.
To be entitled to attend and vote at the General Meeting, shareholders must be registered on the register of members of the Company at 6pm on 20 May 2026 (or, if the General
Meeting is adjourned, at 6pm on the date which is two working days prior to the adjourned meeting). Changes to entries on the register after this time shall be disregarded in determining the rights of any person to attend and vote (and the number of votes they may cast) at the General Meeting or adjourned meeting.
As at 30 April 2026 (the latest practicable date prior to the publication of this document), the Company's issued share capital consists of 1,181,556,977 ordinary shares, carrying one vote each. As at that date, the Company holds no shares in treasury. Therefore, the total voting rights in the Company are 1,181,556,977.
A copy of the service contract of Simon Kesterton will be available for inspection at the location of the General Meeting for a period of from 15 minutes immediately before the General Meeting until its conclusion. The following documents will be available for inspection during normal business hours at the registered office of the Company:
a copy of the Articles of Association of the Company; and
a copy of the service contract of Simon Kesterton.
Please note that the Company takes all reasonable precautions to ensure no viruses are present in any electronic communication it sends out but the Company cannot accept responsibility for loss or damage arising from the opening or use of any email or
attachments from the Company and recommends that shareholders subject all messages to virus checking procedures prior to use.
Any electronic communication received by the Company, including the lodgement of an electronic Form of Proxy, that is found to contain any virus will not be accepted.
Voting on the Resolution will be conducted by way of a poll
rather than on a show of hands. This will result in a more accurate reflection of the views of shareholders by ensuring that every
vote is recognised, including the votes of all shareholders who
are unable to attend the General Meeting but who appoint a proxy for the General Meeting. On a poll, each shareholder has one vote for every share held. As soon as practicable following the General Meeting, the results of the voting at the General Meeting and the numbers of proxy votes cast for and against and the number of votes actively withheld in respect of the Resolution will be announced via a Regulatory Information Service and also placed on the Company's website, https://www.sigplc.com.
A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the General Meeting. In accordance with the provisions of the Companies Act 2006, each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise
if it were an individual member of the Company, provided that they do not do so in relation to the same shares.
The Company must cause to be answered at the General Meeting any question relating to the business being dealt with at the General Meeting which is put by a member attending the General Meeting, except (i) if to do so would interfere unduly with the preparation for the General Meeting or involve the disclosure of confidential information, (ii) if the answer has already been given on a website in the form of an answer to a question, or (iii) if it is undesirable in the interests of the Company or the good order of the General Meeting that the question be answered. Shareholders are reminded that unacceptable behaviour will not be tolerated at the General Meeting and will be dealt with appropriately by the Chair of the General Meeting.
The contents of this Notice of General Meeting and all the information required by Section 311A of the Companies Act 2006 will be available on the Company's website, https://www.sigplc.com.
You may not use any electronic address provided in this Notice of General Meeting to communicate with the Company for any purposes other than those expressly stated.
Your personal data includes all data provided by you, or on your behalf, which relates to you as a shareholder, including your name and contact details, the votes you cast and your Shareholder Reference Number (attributed to you by the Company). The Company determines the purposes for which and the manner in which your personal data is to be processed. The Company and any third party to which it discloses the data (including the Company's Registrar) may process your personal data for the purposes of compiling and updating the Company's records, fulfilling its legal obligations and processing the shareholder rights you exercise. A copy of the Company's privacy policy can be found at www.sigplc.com/about-us/corporategovernance/ our-policies.
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Notes8
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Disclaimer
SIG plc published this content on May 06, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 06, 2026 at 09:17 UTC.
