Howden Joinery : 2024 AGM Proxy Form

Resolutions

Ordinary Resolutions

1. To receive the accounts and reports of the directors of the Company (the 'Directors' or the 'Board') and the report of the independent auditor.
2. To approve the Directors' Remuneration Report as set out in the Report and Accounts for the 53 weeks ended 30 December 2023.
3. To declare a final dividend of 16.2 pence per ordinary share.
4. To elect Louis Eperjesi as a Director of the Company.
5. To elect Vanda Murray as a Director of the Company.
6. To re-elect Andrew Cripps as a Director of the Company.
7. To re-elect Louise Fowler as a Director of the Company.
8. To re-elect Paul Hayes as a Director of the Company.
9. To re-elect Andrew Livingston as a Director of the Company.
10. To re-elect Peter Ventress as a Director of the Company.

11. To reappoint KPMG LLP as auditor of the Company.

12. To authorise the Directors to determine the auditor's remuneration.

13. To grant authority to make political donations.

14. To authorise the Board generally and unconditionally to allot shares pursuant to section 551 of the Companies Act 2006.

Special Resolutions

15. If resolution 14 is passed, to authorise the Board to allot equity securities (as defined in the Companies Act 2006) for cash.

16. To authorise the Company generally and unconditionally to make market purchases of its own shares.

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

Liverpool Street

A1211

Mitre St

Spitalfields

Market

Devonshire Square

AGM Venue

Road

Station or landmark

Aldgate

St

High

Aldgate

Freshfields Bruckhaus Deringer LLP

100 Bishopsgate London

EC2P 2SR

Liverpool Street Station is within a short walk of the venue and runs both national rail and underground services.

Aldgate and Bank underground stations are also within a short walk of the venue.

1. To be valid, electronic proxy appointments or written proxy appointments using this paper form (together with any authority under which they are signed) must be completed and sent so that they reach the Company's Registrar by 11.00am on Tuesday, 30 April 2024.
2. If you wish to appoint as your proxy someone other than the Chair, you must delete the reference to the Chair of the meeting and insert the name of your chosen proxy in the box on the form. The proxy must attend the meeting in person to represent the member. A proxy need not be a member of the Company. Any amendment
   to the choice of proxy must be initialled by the signatory. If the proxy is being appointed in relation to part of your holding only, please enter in the box next to the proxy's name the number of shares in relation to which they are authorised to act as your proxy. If this box is left blank, they will be authorised in respect of your full voting entitlement.
3. To appoint more than one proxy, (an) additional Proxy Form(s) may be obtained by contacting the Registrar on their website at www.shareview.co.uk. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. No proxy may be authorised to exercise votes which any other proxy has been authorised to exercise. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
4. Please indicate with an X either under the column 'For' or the column 'Against' how you wish your proxy to vote. If you wish your proxy to abstain from voting you should indicate with an X under the 'Vote Withheld' column. Selecting '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. The proxy will vote as indicated (or if no indication is given as to how the proxy will vote on any particular matter, the proxy will exercise their discretion as to whether, and if so how, they vote) on resolutions or on any other business which may properly come before the meeting.
5. Unless instructed otherwise, the proxy may also vote or abstain from voting as they think fit on any other business that may properly come before
   the meeting (including amendments to resolutions).
6. The form must be signed and dated by the shareholder or their attorney duly authorised in writing. In the case of a corporation, this form may be executed by the signature(s) of a duly authorised officer or attorney. In the case of joint holders only one need sign. The vote of the senior joint holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes 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 of the Company.

1. Completion and return of a Proxy Form will not prevent a shareholder from attending the meeting and voting in person should the shareholder so wish. Alternatively, submit your voting instruction online at www.sharevote.co.uk or through the CREST electronic proxy appointment service. Please return the Proxy Form to Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA.
   If a shareholder appoints a proxy and attends the meeting in person, the proxy appointment will be terminated immediately.
2. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a 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.
3. 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 & Ireland Limited's specification, and must contain the information required for such instruction, 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 issuer's agent (ID RA19) by 11.00am on Tuesday, 30 April 2024. For this purpose, the time of receipt will be taken to be the time (as determined
   by the time stamp applied to the message by the CREST Application Host) from which the issuer'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.
   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.

Notice of Availability

The following Howden Joinery Group Plc member documentation for the year ended 30 December 2023 is available to view or download on our website at www.howdenjoinerygroupplc.com:

• 2023 Annual Report and Accounts