NOTES TO THE FORM OF PROXY These notes relate to the methods of appointing proxies for the Annual General Meeting to be held on Friday 10 November 2023. 1. You are entitled to appoint another person as your proxy to exercise all or any of your rights to attend and to speak and vote at the meeting. You may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you.

2. A proxy need not be a shareholder but must attend the meeting to represent you. If you wish to appoint someone other than the Chair of the meeting, insert the name of the person you wish to appoint in block capitals in the space provided. If the proxy is being appointed in relation to less than your full entitlement, please enter in the box next to the proxy holder's name, the number of shares in relation to which the proxy is authorised to act. If that box is left blank, the proxy will be deemed to be authorised in respect of your full voting entitlement.

Where you appoint someone other than the Chair as your proxy, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments at the meeting on your behalf, you will need to appoint someone other than the Chair and give them the relevant instructions directly. To ensure your vote is counted we advise that you appoint the Chair of the meeting as your proxy at the AGM.

(continued overleaf)

Proxy for the Annual General Meeting of Galliford Try Holdings plc

Voting ID

Task ID Shareholder

Reference Number

You may submit your proxy electronically at www.sharevote.co.uk using the above numbers.

We appoint the Chair of the meeting or

Number of shares

the following person

(See note 5(a) on the back of the attendance card) as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the Annual General Meeting of Galliford Try Holdings plc to be held at the offices of Peel Hunt LLP, 7th floor, 100 Liverpool Street, London, EC2M 2AT on Friday 10 November 2023 at 11.00am and at any adjournment. This form of proxy relates to the resolutions listed below and any other business transacted at the meeting or any adjournment. I/We wish my/our proxy to vote on the resolutions proposed at the meeting as instructed on this form. The proxy will vote, or abstain from voting, at his or her discretion on any resolution listed below if no instruction is given regarding that resolution and on any other business transacted at the meeting or any adjournment.

Please tick here if this proxy appointment is one of multiple proxy appointments being made*:

The vote withheld option is provided to enable you to instruct the proxy not to vote on any particular resolution. A vote withheld is not a vote in law and will not, therefore, be counted in the calculation of the proportion of votes for and against a resolution.

* For the appointment of more than one proxy, please refer to note 5(b) on the back of the attendance card. Please indicate your instructions by marking the "For", "Against" or "Vote withheld" boxes in black ink like this:

Resolution

For

Against

Vote withheld

1. Receiving the Directors' report, financial statements and auditor's report thereon.

number 12216008)

Shareholder ReferenceNumber

Galliford Try Holdings plc (incorporated in England and Wales under

Attendence Card

Annual General Meeting

Friday 10 November 2023 At 11.00 am.

2. Approval of the Directors' Remuneration report.

3. Approval of the Directors' Remuneration policy.

4. Declaration of final dividend.

5. Re-election of Alison Wood.

6. Re-election of Bill Hocking.

7. Re-election of Andrew Duxbury.

8. Re-election of Marisa Cassoni.

9. Re-election of Sally Boyle.

10. Re-appointment of Michael Topham.

11. Re-appointment of the auditor.

12. Authority to set remuneration of the auditor.

13. Authority to allot shares.

14. Authority for political expenditure.

15. Authority to disapply statutory pre-emption rights for general purposes.

16. Authority to disapply statutory pre-emption rights for an acquisition or a specified capital investment.

17. Authority for the Company to purchase its own shares.

18. Notice period for general meetings.

Signature

Date

NOTES TO THE FORM OF PROXY (continued)

  1. If you wish to register your proxy appointment electronically through the internet, please use www.sharevote.co.uk, where full details of the procedure are given. You will have to enter the Voting ID, Task ID and Shareholder Reference Number shown on this form.
  2. CREST members should please refer to the Notice of Annual General Meeting for instructions regarding CREST electronic proxy appointment services. CREST members who have appointed a voting service provider(s) should refer to their CREST sponsor or voting service provider.
  3. If you wish to register your proxy appointment in paper form, please comply with the following notes:
    1. You may, if you wish, delete the words 'Chair of the meeting' and insert the name of a proxy of your choice in the box, who need not be a member. Please initial that alteration. However, we advise that you appoint the Chair of the meeting as your proxy to ensure your vote is counted at the AGM.
    2. To appoint more than one proxy, additional proxy forms may be obtained by contacting our registrar, Equiniti Limited, on
      +44 (0)371 384 22021 or you may copy this form. Please indicate in the box next to the proxy holder's name the number of shares in relation to which the proxy is authorised to act as your proxy.
      Please also indicate, by ticking the box provided, if the proxy appointment is one of multiple appointments made. All forms must be signed and should be returned together in the same envelope to the address shown below.
    3. If you submit more than one valid proxy appointment in respect of the same shares, the appointment received last before the latest time for the receipt of proxies will take precedent.

1 Charges for calls from mobiles and other networks may vary. Lines are open from 8.30am to 5.30pm Monday to Friday.

Notice of availability

The 2023 Annual Report & Accounts and the 2023 Notice of Annual General Meeting are available to view or download at www.gallifordtry.co.uk/investors/reports-presentations/

    1. The form of proxy and, if relevant, the power of attorney or other authority under which it is signed, or a certified copy of that power or authority, must be received by our registrar, Equiniti Limited, by 11.00am on Wednesday 8 November 2023. If the form is posted in the UK, there is no postage to pay. No envelope is necessary. If you wish to use an envelope, please address it to Equiniti Limited, FREEPOST RTAL-EXCE-YYBZ, Aspect House, Spencer Road, Lancing, West Sussex BN99 8EQ. If the form is posted outside the UK, you should return it in an envelope using the address shown above and you will need to pay the postage.
    2. If the member is a corporation, the form of proxy must be executed either under seal or under the hand of an officer, attorney or other person authorised to sign it stating their capacity (eg director, secretary, duly authorised attorney).
    3. For joint holders, the signature of any one of them will suffice. The instructions of the senior joint holder will be accepted to the exclusion of those of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the register of members for the joint holding.
    4. The address shown overleaf is that appearing in the register of members. The form of proxy and attendance card are not transferable.
    5. A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes for or against a resolution.
  1. To be entitled to vote at the meeting (and for the purpose of determining the number of votes that may be cast) shareholders' names must be entered in the register of members at 6.30pm on Wednesday 8 November 2023.
  2. The completion and return of the proxy form does not prevent a shareholder from attending the meeting and voting in person.
  3. Addresses (including electronic addresses) in this document are included strictly for the purposes provided and not for any other purposes.
  4. Full details of the resolutions to be proposed at the meeting, with explanatory notes, are set out in the Notice of Annual General Meeting.

Business Reply Plus

Licence Number

RTAL-EXCE-YYBZ

AADDTTDADTAFTADDTTFFDAFADFAFTFFAFATD

Equiniti

Aspect House

Spencer Road

LANCING

BN99 8EQ

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Galliford Try plc published this content on 06 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 October 2023 14:03:15 UTC.