Halma : Notice of AGM 2023

This Notice of Meeting sets out the resolutions that shareholders are being asked to consider and vote on at the AGM of Halma plc (the 'Company'). The Board recognises the importance of the AGM to our investors and all shareholders are urged to vote, whether or not you plan to attend.

Shareholders are encouraged to appoint the Chair

of the meeting as their proxy. It is recommended that shareholders submit their Proxy Form as early as possible to ensure that their votes are counted at the AGM.

If you are unable to attend the AGM in person, you can vote on the resolutions put to shareholders either online or by post as follows:

Online: if you have accessed this Notice of Meeting electronically or wish to vote online, go to www.investorcentre.co.uk/eproxy and follow the instructions.

By post: if you have received the Annual Report and Accounts 2023 or a notification that it is available to be viewed on the Company's website, you will also have received a Proxy Form. Instructions on voting can be found on the Proxy Form.

Please note that a printed copy of the Annual Report and Accounts 2023 will only be sent to you if you have opted to receive paper copies of such documents or if you have

recently acquired shares. Otherwise you may now access the Annual Report and Accounts 2023 by visiting our website at www.halma.com.

AGM Arrangements

The AGM will be held at The King's Fund, No. 11 Cavendish Square, London W1G 0AN, shown on the map below. The meeting will commence at 12.30pm with doors opening from 12.00 noon.

Shareholders are invited to submit any questions regarding the formal business of the AGM via email to AGM@halma.com. Any questions received by 12.30pm on 18 July 2023 will be grouped thematically and responses published on our website prior to the AGM. Any questions received after this date will be addressed either at the AGM, on the Company's website or in private correspondence.

The results of voting on all resolutions at the AGM will be released via the London Stock Exchange plc and published on the Company's website as soon as possible after the AGM.

Should it become necessary to revise the current arrangements for the AGM, the Company will communicate any such changes to shareholders through a Regulatory Information Service and through the Company's website at www.halma.com.

This document is important and requires your immediate attention

Regent's Park

The King's FundStation

entrance in Dean's Mews

If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all your shares in the Company, you should send this document, together with the Proxy Form, as soon as

H ar ley

S

t

r e e

t

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.

Bond Street

Station

Oxford Circus

Station

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Halma plc will be held at The King's Fund, No.11 Cavendish Square, London W1G 0AN on Thursday, 20 July 2023 at 12.30pm for the following purposes.

To consider and, if thought fit, pass resolutions 1 to 17 as ordinary resolutions and resolutions 18 to 21 as special resolutions:

Ordinary Resolutions

Annual Report and Accounts

1. To receive the Accounts and the Reports of the Directors (including the Strategic Report) and the Auditor for the year ended 31 March 2023.

Dividend

2. To declare a final dividend of 12.34p per share for the year ended 31 March 2023, payable on 18 August 2023 to shareholders who are on the Register of Members as at the close of business on 14 July 2023.

Remuneration Report

3. To approve the Remuneration Report for the year ended 31 March 2023 as set out on pages 136 to 155 of the Annual Report and Accounts 2023.

Directors

1. To elect Steve Gunning as a Director of the Company.
2. To re-elect Dame Louise Makin as a Director of the Company.
3. To re-elect Marc Ronchetti as a Director of the Company.
4. To re-elect Jennifer Ward as a Director of the Company.
5. To re-elect Carole Cran as a Director of the Company.
6. To re-elect Jo Harlow as a Director of the Company.
7. To re-elect Dharmash Mistry as a Director of the Company.
8. To re-elect Sharmila Nebhrajani OBE as a Director of the Company.
9. To re-elect Tony Rice as a Director of the Company.
10. To re-elect Roy Twite as a Director of the Company.

Auditor

1. To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company, to hold office until the conclusion of the next annual general meeting of the Company.
2. To authorise the Directors, acting through the Audit Committee, to determine the remuneration of the Auditor.

Authority to allot shares

16. That the Directors be and are hereby generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 (the '2006 Act') to exercise all the powers of the Company to allot shares, or grant rights to subscribe for or to convert securities into shares, up to an aggregate nominal amount of £12,500,000 and that this authority shall expire on the earlier of (i) the conclusion of the annual general meeting of the Company to be held in 2024 and (ii)

30 September 2024 (unless previously renewed, varied or revoked by the Company in general meeting), save that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted or such rights 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 the authority conferred by this resolution had not expired.

Political donations and expenditure

17. That, in accordance with Sections 366 and 367 of the 2006 Act, the Company and any company which is, or becomes, a subsidiary of the Company at any time during the period for which this resolution has effect, be authorised to:

1. make political donations to political parties and/or independent election candidates not exceeding £100,000 in total;
2. make political donations to political organisations, other than political parties, not exceeding £100,000 in total; and
3. incur political expenditure not exceeding £100,000 in total,

(as such terms are defined in Part 14 of the 2006 Act) during the period beginning on the date of the passing of this resolution and ending on the earlier of (i) the conclusion of the annual general meeting of the Company to be held in 2024 and (ii) 30 September 2024, provided that the aggregate amount of all political donations and political expenditure made

or incurred under paragraphs a., b. and c. above shall not exceed £100,000 in total.

Special Resolutions

Disapplication of pre-emption rights

18. That, subject to the passing of resolution 16, the Directors be given power to allot equity securities (as defined in Section 560 of the 2006 Act) of the Company for cash under the authority given by that resolution and/or to sell ordinary shares (as defined in Section 560 of the 2006 Act) held by the Company as treasury shares for cash as if Section 561 of the 2006 Act did not apply to any such allotment or

sale, provided that such power shall be limited to:

1. the allotment of equity securities and/or sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities: (i) to ordinary shareholders on a fixed record date where the equity securities attributable to such ordinary shareholders are proportionate (as nearly as may be practicable) to their existing 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 to deal with treasury shares, fractional entitlements, record dates, or legal, regulatory or practical problems arising in, or under the laws of, any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever; and

1. otherwise than pursuant to sub-paragraph a. above, the allotment of equity securities and/or sale of treasury shares, up to an aggregate nominal amount of £1,890,000;

and that this authority shall expire (unless previously renewed, revoked or varied by the Company in general meeting) when the authority conferred on the Directors in resolution 16 expires, save that the Company may make any offer or agreement before such expiry which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the Directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such offer or agreement as if the power conferred by this resolution had not expired.

Additional disapplication of pre-emption rights

19. That, subject to the passing of resolution 16 and in addition to any authority granted under resolution 18, the Directors be given power to allot equity securities (as defined in Section 560 of the 2006 Act) of the Company for cash under the authority given by resolution 18 and/or to sell ordinary shares (as defined in Section 560 of the 2006 Act) held as treasury shares for cash, as if Section 561 of the 2006 Act did not apply to any such allotment or sale, provided that such power shall be:

1. limited to the allotment of equity securities and/or sale of treasury shares up to an aggregate nominal amount of £1,890,000; and
2. used only for the purposes of financing (or refinancing, if the authority is to be used within six months of the original transaction taking place) a transaction which the Directors determine 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 of Meeting;

and that this authority shall expire (unless previously renewed, revoked or varied by the Company in general meeting) when the authority conferred on the Directors in resolution 16 expires, save that the Company may make any offer or agreement before such expiry which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the Directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such offer or agreement as if the power conferred by this resolution had not expired.

Authority to purchase own shares

20.That the Company be and is hereby generally and unconditionally authorised to make one or more market purchases (as defined in Section 693(4) of the 2006 Act) of its ordinary shares of 10p each ('ordinary shares') provided that:

1. the maximum number of ordinary shares hereby authorised to be purchased is 37,900,000 ordinary shares, having an aggregate nominal value of £3,790,000;
2. the maximum price (excluding expenses) which may be paid for an ordinary share is the higher of
   (i) an amount equal to 105% of the average market value of an ordinary share (derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the date on which that ordinary share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venues where the purchase is carried out at the relevant time; and
3. the minimum price which may be paid for an ordinary share (excluding expenses) is the nominal value of an ordinary share;

and the authority hereby conferred shall expire (unless such authority is renewed by the Company in general meeting prior to such time) on the earlier of (i) the conclusion of the annual general meeting of the Company to be held in 2024 and (ii) 30 September 2024, save that the Company may before such expiry enter into a contract for the purchase of ordinary shares which would or might be completed wholly

or partly after such expiry and the Company may purchase ordinary shares pursuant to any such contract as if this authority had not expired.

Notice of general meetings

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

Recommendation

The Directors believe that each of the resolutions to be put to the meeting is in the best interests of the Company and the shareholders as a whole and unanimously recommend that shareholders vote in favour of them, as they intend to do in respect of their own beneficial shareholdings in the Company.

By order of the Board

Mark Jenkins Company Secretary

15 June 2023

Registered office: Halma plc

Misbourne Court, Rectory Way Amersham, Buckinghamshire HP7 0DE

Registered in England and Wales No. 40932

Resolutions 1 to 17 will be proposed as ordinary resolutions which require a simple majority of the votes to be cast in favour of each resolution to be passed. Resolutions 18 to 21 will be proposed as special resolutions which require at least 75% of the votes to be cast in favour of each resolution to be passed.

Resolution 1 - Annual Report and Accounts

The Directors are required by the 2006 Act to present the audited accounts of the Company to shareholders at a general meeting, together with reports of the Directors (including the Strategic Report) and the Auditor (in this case for the year ended 31 March 2023).

Resolution 2 - Final Dividend

This resolution seeks authority for the Company to pay a final dividend of 12.34p per share to shareholders for the financial year ended 31 March 2023, as recommended by the Directors. If approved, the dividend will be paid on 18 August 2023 to shareholders on the Register of Members at the close of business on 14 July 2023.

The Company offers a Dividend Reinvestment Plan ('DRIP') to enable shareholders to elect to have their cash dividends reinvested in Halma plc shares. Shareholders who wish to opt for the DRIP for the forthcoming final dividend, but have not already done so, should return a DRIP mandate form to the Company's Registrar no later than 28 July 2023.

Resolution 3 - Remuneration Report Section 439 of the 2006 Act requires that the Remuneration Report is put to a vote of shareholders at each general meeting at which accounts of the Company are presented. The Remuneration Report is set out on pages 136 to 155 of the Annual Report and Accounts 2023. In accordance with the 2006 Act, the vote on this resolution is advisory and no remuneration is conditional on this resolution being passed.

Resolutions 4 to 13 - Election and Re-Election of Directors

The Company's Articles of Association require that each Director retire at the Annual General Meeting and seek re-election.

All of the Directors seeking re-election have been subject to a performance evaluation. Based on that evaluation, it is considered that each Director continues to be effective and demonstrates the level of commitment required in connection with their role and the needs of the business. The Board, on the recommendation of the Nomination Committee, supports the election and re-election of each of the Directors.

It is the Board's view that each Director's contribution is, and continues to be, important to the Company's long- term sustainable success, as described in each Director's biography set out below.

Biography for Director for election

Steve Gunning

Chief Financial Officer Appointed: January 2023

Career and experience: Steve joined Halma in 2023 as Chief Financial Officer. He was previously CFO of International Airlines Group and prior to that held several senior commercial and finance roles within IAG, including CFO of British Airways and Chief Executive of IAG Cargo. Steve was also a non-executive Director at FirstGroup plc. Earlier in his career, Steve worked in range of finance and audit roles in the UK and US at PricewaterhouseCoopers.

Biographies for Directors for re-election

Dame Louise Makin

Chair

Appointed: February 2021 (July 2021 as Chair)

Career and experience: Louise is an experienced executive and board director, having led businesses across multiple sectors. She was the Chief Executive Officer of BTG plc, the international specialist healthcare company, from 2004 to 2019. Louise led the transformation of the company through a combination of organic growth and acquisitions, and significantly increased its market capitalisation before its sale in 2019. She previously served as a non-executive Director of Premier Foods plc, Woodford Patient Capital Trust plc and Intertek Group plc, and as a director of several not-for-profit organisations. Louise brings a wealth of leadership and international experience to the Board.

N R