SIG : AGM Special Business

Change of Name - Special Resolution

SIG plc

Company No:

00998314

Passed:

2 May 2024

The Companies Act 2006

At the Annual General Meeting of the members of SIG plc (the "Company") held at SIG West London, Mathisen Way, Poyle, Slough, SL3 0HB on Thursday 2 May 2024 the following Resolutions were passed of which Resolution 16 was passed as an Ordinary Resolution and Resolutions 17 to 20 as Special Resolutions:

Ordinary Resolution

Resolution 16

That the Directors of the Company be and they are hereby generally and unconditionally authorised for the purposes of Section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and grant rights to subscribe for, or convert any security into, shares in the Company ("Rights"):

a. up to an aggregate nominal amount of £39,385,233; and

b. up to a further aggregate nominal amount of £39,385,233 provided that: (i) they are equity securities (within the meaning of Section 560(1) of the Companies Act 2006); and (ii) they are offered to (A) holders of ordinary shares on the register of members at such record dates as the Directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record dates, and (B) holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities, subject in either case to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depository receipts or any other matter,

provided that this authority shall expire at the end of the next Annual General Meeting of the Company after the passing of this Resolution or, if earlier, on 30 June 2025, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired; and all unexercised authorities previously granted to the Directors to allot shares and grant Rights to be and are hereby revoked.

Special Resolutions

Resolution 17

That, if Resolution 16 is passed, the Directors be and they are hereby empowered pursuant to Sections 570 and 573 of the Companies Act 2006 to allot equity securities (within the meaning of Section 560 of the Companies Act 2006) for cash either pursuant to the authority conferred by Resolution 16 above or by way of a sale of treasury shares as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment provided that this power shall be limited to:

(a) the allotment of equity securities or sale of treasury shares in connection with an offer or issue of securities (but in the case of the authority granted under paragraph (b) of Resolution 16 above by way of fully pre-emptive offer only) in favour of:

i. holders of ordinary shares on the register of members at such record date(s) as the Directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on any such record date(s);

ai. holders of other equity securities if required by the rights of those securities or if the Directors consider it necessary, as permitted by the rights of those securities;

in each case subject to any exclusions or other arrangements as the Directors consider expedient in relation to treasury shares, fractional entitlements, record dates, shares represented by depositary receipts, legal or practical problems under the laws in any territory or the requirements of any relevant regulatory body or stock exchange or any other matter;

(b) the allotment of equity securities or sale of treasury shares (in each case otherwise than under paragraph (a) of this Resolution 17) to any person or persons up to a maximum nominal amount of £11,815,570 (being approximately 10% of the issued ordinary share capital of the Company as at 15 March 2024); and

(c) the allotment of equity securities or sale of treasury shares (in each case otherwise than under paragraph (a) and (b) of this Resolution 17) up to an aggregate amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) of this Resolution 17 such authority to be used only for the purpose of making a follow-on offer which the Board determines to be a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution or, if earlier, at the close of business on 30 June 2025, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require equity securities to be allotted (and treasury shares to be sold) after such expiry and the Directors shall be entitled to allot equity securities (and sell treasury shares) pursuant to any such offer or agreement as if this authority had not expired.

Resolution 18

That if Resolution 16 is passed and in addition to any authority granted under Resolution 17, the Directors be and they are hereby empowered pursuant to Sections 570 and 573 of the Companies Act 2006, to allot equity securities (within the meaning of section 560 of the Companies Act 2006) for cash either pursuant to the authority conferred by Resolution 16 above or by way of a sale of treasury shares as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment or sale, provided that this authority shall only be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months of the original transaction) a transaction which the Board determines 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, and shall be limited to:

(a) the allotment of equity securities or sale of treasury shares to any such person or persons up to a maximum nominal amount of £11,815,570 (being approximately 10% of the issued ordinary share capital of the Company as at 15 March 2024); and

(b) the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) of this Resolution 18) up to an aggregate nominal amount of 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) of this Resolution 18, such authority to be used only for the purposes of making a follow-on offer which the Board determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution or, if earlier, at the close of business on 30 June 2025, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require equity securities to be allotted (and treasury shares to be sold) after such expiry and the Directors shall be entitled to allot equity securities (and sell treasury shares) pursuant to any such offer or agreement as if this authority had not expired.

Resolution 19

That the Company be generally and unconditionally authorised, pursuant to and in accordance with Sections 693 and 701 of the Companies Act 2006, to make market purchases (as defined in Section 693(4) of that Companies Act 2006) of up to 118,155,698 ordinary shares of 10p each in the capital of the Company (being approximately 10% of the current issued ordinary share capital of the Company as at 15 March 2024) on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:

a. the amount paid for each ordinary share (exclusive of expenses) shall not be more than 5% above the average of the middle market quotations for an ordinary share in the Company as derived from the Daily Official List of The London Stock Exchange plc for the five business days immediately preceding the date on which the contract for the purchase is made;

b. the minimum price which may be paid for an ordinary share (exclusive of expenses) is 10p; and

c. the authority herein contained shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this Resolution or, if earlier on 30 June 2025 provided that the Company may, before such expiry, make a contract to purchase its ordinary shares which would or might be executed wholly or partly after such expiry, and the Company may make a purchase of its ordinary shares in pursuance of any such contract as if the authority conferred hereby had not expired.

Resolution 20

That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice.

Registered Office:

Adsetts House

Andrew Watkins 16 Europa View

General Counsel and Company Secretary Sheffield Business Park

2 May 2024 Sheffield

S9 1XH

Registered No. 00998314