Havelock Europa : AGM Notice of Meeting & Proxy Form 2018

NOTICE OF MEETING.

NOTICE IS HEREBY GIVEN that the fifty-fifth Annual General Meeting of Havelock Europa PLC will be held at Havelock Europa PLC manufacturing facility at Mitchelston Drive, Mitchelston Industrial Estate, Kirkcaldy, Fife KY1 3LX at midday on 29th June 2018 to transact the following business of which Resolutions 1 to 6 will be proposed as Ordinary Resolutions.

• 1. To receive the directors' report and the financial statements of the Group for the financial year ended 31 December 2017 together with the auditor's report.

• 2. To elect Shaun Ormrod as a director.

• 3. To elect Hakeem Yesufu as a director.

• 4. That KPMG LLP be and are hereby re-appointed auditor of the Group to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the Group at a remuneration set by the directors.

• 5. That the directors be and are hereby generally and unconditionally authorised, pursuant to section 551 of the Companies Act 2006 (the "Act"), 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 up to an aggregate nominal amount of £1,384,402 provided that this authority shall expire on the earlier of 30 June 2019 or the date of the next Annual General Meeting after the passing of this Resolution, save that the Company may before such expiry (or the expiry of any renewal of this authority) make any offer or agreement which would or might require shares to be allotted, or rights to subscribe for or to convert securities into shares to be granted, after such expiry and the directors may allot shares or grant such rights in pursuance of such offer or agreement as if this authority had not expired.

• 6. That, subject to the passing of Resolution 5 proposed at the Annual General Meeting of the Company convened for 29 June 2018, or any adjournment thereof, the directors be and are hereby generally empowered pursuant to section 570 and section 573 of the Companies Act 2006 (the "Act") to allot equity securities (within the meaning of Section 560 of the Act (including the grant of rights to subscribe for, or to convert any securities into, ordinary shares of 10p each in the capital of the Company) for cash (a) by allotting new equity securities pursuant to any authority for the time being in force conferred on them for the purposes of section 551 of the Act, or (b) by way of a sale of treasury shares (within the meaning of section 560 of the Act), as if Section 561 of the Act did not apply to such allotment, provided that this power shall be limited to:

  (a) the allotment of equity securities in connection with or pursuant to a rights issue or any other offer in favour of the holders of equity securities and other persons entitled to participate therein in proportion (as nearly as may be practicable) to the respective numbers of ordinary shares then held by them (or, as appropriate, the number of such securities which such other person are for those purposes deemed to hold), but subject to such exclusions or other arrangements as the directors may think fit in relation to fractional entitlements or to deal with problems under the laws of, or requirements of any recognised body or Stock Exchange in, any territory; and

  (b) the allotment (other than pursuant to paragraph (a) of this resolution) of equity securities up to an aggregate nominal value of £207,660, and shall expire on the date of the next Annual General Meeting of the Company after the passing of this resolution, or 30 June 2019, whichever is earlier, save that the Company may, before such expiry, make any offer or agreement which would or might require equity securities to be allotted after such expiry, and the directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.

Consideration of section 656 of the Companies Act 2006

Section 656 of the Companies Act 2006 (section 656) was brought to the attention of the directors as part of the audit of the financial statements for the year to 31 December 2017. Section 656 states that where the net assets of a public company are half or less of its called-up share capital, the directors must call a general meeting of the company to consider whether any, and if so what, steps should be taken to deal with the situation.

The directors have noted that as at 31 December 2017 the net liabilities of the Group were £3.2m which is less than half of the nominal value of its called-up share capital of £4.2m. The net assets of the Group at 31 December 2016 were £3.7m.

The diminution of the Company's net assets was caused primarily by adjustments as follows:

• - A write-off of slow and non-moving stock £1.0m

• - Impairment of a deferred tax asset held by £1.4m

• - A revision of pension obligations, which increased the reported deficit by £2.8m, including prior year adjustments also

The annual financial statements of the Company for the year ended 31 December 2017 include a going concern statement which confirms that the directors have prepared projected cash flow information to 31 December 2020 and have reviewed this information as at 31 May 2018.

No formal resolution is being put to the Annual General Meeting in connection with section 656 and it is the directors' view that the most appropriate course of action is to continue to maintain tight control over the cost base of the Company whilst optimising growth strategies to optimise shareholder value.

On behalf of the	Board Registered Office:
Bruce Middleton	i2 Mansfield, Hamilton Court,
Company Secretary	Hamilton Way, Oakham Business Park,
31 May 2018	Mansfield, Nottinghamshire, NG18 5FB

NOTES.

• 1. A member entitled to attend and vote at the above meeting may appoint one or more persons as his/her proxy to attend, speak and vote instead of him/her at the meeting. If multiple proxies are appointed they must not be appointed in respect of the same shares. A proxy need not be a member of the Company. A form of proxy is enclosed with this Notice. Completion and return of the form of proxy will not prevent a member from attending the meeting and voting in person if he/she so wishes. A member may instruct their proxy to abstain from voting on any resolution to be considered at the meeting by marking the "vote withheld" option when appointing their proxy. It should be noted that an abstention is not a vote in law and will not be counted in the calculation of the proportion of votes "for" or "against" the resolution. A member present in person or by proxy shall have one vote on a show of hands and on a poll every member present in person or by proxy shall have one vote for every ordinary share of which he is the holder.

• 2. In order to be valid, forms of proxy for the meeting and the power of attorney or other authority (if any) under which it is executed or a notarially certified copy of such power or authority must be received, not later than 48 hours before the time fixed for the meeting, at the office of the Company's Registrars: Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

• 3. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for this meeting by following 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.

• 4. In order for a proxy appointment or instruction 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 and Ireland 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 is 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 Link Asset Services Limited (CREST Participant ID:RA10) no later than 48 hours before the time appointed for the meeting. 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 proxy 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 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 provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

• 5. 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.

• 6. As at 30 May 2018 (being the last business day prior to the publication of this Notice), the Company's issued share capital amounted to 41,532,050 ordinary shares carrying one vote each. Therefore, the total voting rights in the Company as at 30 May 2018 were 41,532,050 votes.

• 7. The directors' service contracts and the letters of appointment of the non-executive directors will be available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this Notice until the close of the Annual General Meeting at the registered office of the Company and at the offices of Dickson Minto WS, Broadgate House, 20 Primrose Street, London EC2A 2EW and on the date of the Annual General Meeting at Havelock Europa PLC manufacturing facility at Mitchelston Drive, Mitchelston Industrial Estate, Kirkcaldy, Fife KY1 3LX, from 10am until the conclusion of the meeting.

• 8. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those shareholders registered in the register of members of the Company as at close of business on 26 June 2018 (or in the event that the meeting is adjourned, only those shareholders registered in the register of members of the Company as at 48 hours before the time of the meeting) shall be entitled to attend or vote at the above meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after close of business on 26 June 2018, or in the event that the meeting is adjourned to a later time, on the register of members 48 hours before the time of any adjourned meeting, shall be disregarded in determining the rights of any person to attend or vote at the meeting.

• 9. Any corporation which is a member can appoint one or more corporate representatives. Members can appoint more than one corporate representative only where each corporate representative is appointed to exercise rights attached to different shares. Members cannot appoint more than one corporate representative to exercise the rights attached to the same share(s).

• 10. Information regarding the Annual General Meeting, and a copy of this notice of Annual General Meeting, is available onwww.havelockeuropa.comMembers may not use any electronic address provided in this notice or in any related documents (including the accompanying proxy form) to communicate with the Company for any purpose other than those expressly stated.

• 11. Any person holding 3% or more of the total voting rights of the Company and who appoints a person other than the Chairman of the Annual General Meeting as his proxy will need to ensure that both he, and his proxy, comply with their respective disclosure obligations under the UK Disclosure and Transparency Rules.

FORM OF PROXY.

FIFTY-FIFTH ANNUAL GENERAL MEETING

I/We being (a) shareholder(s) of Havelock Europa PLC HEREBY APPOINT the Chairman of the Meeting or (see note 2)

as my/our proxy vote for me/us on my/our behalf as indicated below at the Annual General Meeting of the Company to be held on 29 June 2018 and at any adjournment thereof.

Please indicate with an "X" against the following Resolutions how you wish to vote.

Resolutions

• 1 To receive the financial statements and the reports of the directors and auditor thereon

• 2 To elect Shaun Ormrod as a director

• 3 To elect Hakeem Yesufu as a director

• 4 To re-appoint KPMG LLP as auditor and to authorise the directors to set the auditor's remuneration

For	Against	Withheld

If you are appointing more than one proxy, please place an "X" in the box opposite

Signed

Address

Name

Date

2018

Notes

• 1. The 'Withheld' option is to enable you to abstain on any particular resolution. Such a vote is not a vote in law and will not be counted in the votes "For" and "Against" a resolution.

• 2. You may appoint one or more proxies of your choice to attend the meeting and any adjournment thereof, and on a poll, vote instead of you, provided each proxy is appointed to exercise rights in respect of different shares. If you wish to appoint some other person as proxy, please delete the words "Chairman of the meeting or" and insert into the appropriate space the name of your proxy, who need not be a member of the Company. To appoint more than one proxy, please photocopy this page indicating on each copy the name of the proxy you wish to appoint and the number of shares in respect of which the proxy is appointed. You should send all pages to Link Asset Services.

• 3. In the case of a corporation, the executive of this proxy card must be under seal or under the hand of a duly authorized officer.

• 4. To be effective, this proxy card and the power of attorney or other authority under which it is signed, or notorially certified copy of such power or authority, must be delivered to the address on the enclosed prepaid envelope not later than 48 hours before the time appointed for the holding meeting or adjourned meeting. You may also deliver by hand to The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU.

• 5. In the case of joint holders, the vote of the senior holder who tenders a vote will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register.

• 6. Any alterations to this form of proxy must be initialled.

• 7. Completion and return of this form does not prevent a member from attending the meeting and voting thereat.

• 8. If you are a CREST member and wish to submit your proxy through CREST, please refer to notes 3 to 5 in the Notice of Meeting.