SIG : 2023 Notice of Annual General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action you should take you should immediately seek advice from your stockbroker, bank manager, solicitor, accountant or other independent professional advisor duly authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in SIG plc, please forward this document and any accompanying documents, with the exception of any personalised documents, as soon as 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.

SIG plc

(Registered in England No. 00998314)

Chairman's Letter to Shareholders and Notice of Annual General Meeting

The Annual General Meeting is to be held at the offices of Allen & Overy LLP One Bishops Square, London, E1 6AD on Thursday 4 May 2023 at 9.30am

The Notice of Annual General Meeting is set out on pages 6 to 9 of this Document.

A Form of Proxy for use at the Annual General Meeting is enclosed.

(Registered in England No. 00998314)

Directors:

Registered Office

Andrew Allner Gavin Slark Ian Ashton Shatish Dasani Bruno Deschamps Kath Durrant Gillian Kent Simon King Alan Lovell

Adsetts House

16 Europa View Sheffield Business Park Sheffield

S9 1XH

20 March 2023

Christian Rochat

Annual General Meeting 2023

Dear Shareholder,

Notice Of Meeting

I am writing to explain in detail the items of business contained in the Notice of Annual General Meeting (the "AGM") of SIG plc (the "Company"), to be held at 9.30am on Thursday 4 May 2023 at the offices of Allen & Overy LLP, One Bishops Square, London, E1 6AD. The formal Notice of AGM of the Company is set out on pages 6 to 9 of this document and explanation of the business to be considered and voted on at the AGM is set out in this letter. If you would like to ask a question relating to the business of the AGM in advance, please email us atcosec@sigplc.com. All questions submitted in advance will be answered at the meeting where possible. We encourage you to monitor our website atwww.sigplc.com where we will communicate any additional information relating to the AGM arrangements, should the need arise.

Annual Report And Accounts (Resolution 1)

The Chairman will present the Annual Report and Accounts of the Company for the year ended 31 December 2022 to the AGM.

Directors' Remuneration Report (Resolution 2)

The Directors' Remuneration Report is set out in the Annual Report and Accounts on pages 101 to 126. Resolution 2 is the ordinary resolution to approve the Directors' Remuneration Report (excluding the part setting out the Directors' Remuneration Policy on pages 110 to 120). Resolution 2 is an advisory resolution and does not affect the future remuneration paid to any Director.

The report gives details of the Directors' remuneration for the year ended 31 December 2022. The report also includes a statement from the Chair of the Remuneration Committee and details of the Remuneration Committee's representations and activities. The Company's Auditor, Ernst & Young LLP, have audited those parts of the Directors' Remuneration Report which are required to be audited and their report is issued in the Annual Report and Accounts.

Directors' Remuneration Policy (Resolution 3)

We are proposing that an updated Directors' Remuneration Policy be adopted at this year's AGM. The Companies Act 2006 (the 'Act') provides that companies must put their Directors' Remuneration Policy to a shareholder vote at least every three years, and therefore the current policy, which was approved at a General Meeting in November 2020, is due to expire this year. Our updated policy remains substantially unchanged and is structured to be aligned to our strategy and to rewarding performance throughout the business. We have made some minor revisions to ensure the policy remains in line with best practice and affords the flexibility required to adapt arrangements as the Company continues to grow. We invited our principal shareholders to comment on the draft policy and we have taken their feedback into account in the updated policy. The full updated policy is set out on pages 110 to 120 of the 2022 Annual Report and Accounts.

Unlike the Directors' Remuneration Report, the vote on the Directors' Remuneration Policy is binding in nature in that the Company may not make a remuneration payment or payment for loss of office to a person who is, is to be, or has been a Director of the Company unless that payment is consistent with the approved Directors' Remuneration Policy or has otherwise been approved by a resolution of members. If this resolution is passed, the Directors' Remuneration Policy will take effect from the date of its adoption. If the resolution in respect of the Directors' Remuneration Policy is not passed, the Remuneration Policy approved at the General Meeting on 17 November 2020 will continue in effect. A copy of the updated Directors' Remuneration Policy is available on the Company's website atwww.sigplc.com alongside the current policy or in hard copy on request from the Company Secretary.

Election and Re-Election Of Directors (Resolutions 4 to 13)

Gavin Slark joined the Board on 1 February 2023 and accordingly he seeks election by shareholders for the first time at the AGM. All other current Directors are seeking re-election in accordance with the requirements of the 2018 UK Corporate Governance Code, with the exception of Christian Rochat, one of the two Directors appointed by CD&R Sunshine SARL ("CD&R"), who is standing down at the AGM and who accordingly does not offer himself for re-election.

Pursuant to its relationship agreement with the Company dated 29 May 2020, CD&R is entitled to nominate two Non-Executive Directors to the Board. As announced by the Company on 8 March 2023, CD&R has informed the Company that it has nominated Diego Straziota as its second Non-Executive Director (replacing Christian Rochat and in addition to Bruno Deschamps). Accordingly, Mr Straziota seeks election as a Director at the AGM.

The Directors standing for re-election are Andrew Allner, Ian Ashton, Shatish Dasani, Bruno Deschamps, Kath Durrant, Gillian Kent, Simon King and Alan Lovell.

It is the view of the Board that each of the Non-Executive Directors standing for election or re-election brings considerable management experience and independent perspective to the Board's discussions and that each of the independent Non-Executive Directors standing for re-election is considered to be independent of management and free from relationship or circumstance that could affect, or appear to affect, the exercise of their independent judgement. Bruno Deschamps is a non-independent Non-Executive Director nominated by CD&R. The Board believes that his contribution has been considerable and he brings independent thought and challenge to the Board. Diego Straziota will also be a non-independent Non-Executive Director appointed by CD&R. The Board looks forward to working with him.

Brief biographical notes for each of the Directors standing for election or re-election, including details of their contribution and how it is and continues to be important to the Company's long-term sustainable success, are included on pages 10 to 12 of this document.

The Board has confirmed, following a performance review, that the Directors standing for re-election continue to perform effectively and demonstrate commitment to their roles. I strongly recommend that you vote in favour of the election of Gavin Slark and Diego Straziota and the re-election of the other Directors.

The Board confirms that each Director is able to dedicate sufficient time to their role and responsibilities, see pages 85 and 86 of the Annual Report for further details.

Re-Appointment Of Auditor And Auditor's Remuneration (Resolutions 14 and 15)

Resolution 14 relates to the re-appointment of Ernst & Young LLP, as the Company's Auditor to hold office until the next Annual General Meeting of the Company, following the recommendation of the Audit & Risk Committee.

Resolution 15 authorises the Audit & Risk Committee of the Board to set the external Auditor's remuneration.

Authority To Allot Equity Securities (Resolution 16)

Resolution 16 deals with the Directors' authority to allot shares.

At the last Annual General Meeting of the Company held on 12 May 2022, the Directors were given authority to allot ordinary shares in the capital of the Company up to a maximum nominal amount of £78,770,466 representing approximately two-thirds of the Company's then issued ordinary share capital. This authority expires at the end of the AGM. Resolution 16 will, if passed, renew this authority, in line with updated guidelines published by the Investment Association ("IA") in February 2023.

The IA guidelines on Directors' authority to allot shares state that IA members will regard as routine an authority to allot up to two-thirds of the existing issued share capital, provided that any amount in excess of one-third of existing issued shares can be applied to fully pre-emptive offers only.

In light of these guidelines, the Board considers it appropriate that the Directors be granted authority to allot shares in the capital of the Company up to a maximum nominal amount of £78,770,466, representing the guideline limit of approximately two-thirds of the Company's issued ordinary share capital as at 20 March 2023 (the latest practicable date prior to the publication of this document). Of this amount, a maximum nominal amount of £39,385,233 (representing approximately one-third of the Company's issued ordinary share capital) can only be allotted pursuant to a fully pre-emptive offer. The power will last until the conclusion of the next Annual General Meeting of the Company or, if earlier, 30 June 2024. The Directors have no present intention of exercising this authority.

As at the date of this letter, the Company does not hold any ordinary shares in the capital of the Company in treasury.

Disapplication Of Statutory Pre-Emption Rights (Resolutions 17 and 18)

Resolutions 17 and 18 are proposed as Special Resolutions to give the Directors authority to allot ordinary shares in the capital of the Company pursuant to the authority granted under Resolution 16 above for cash (and/or sell any treasury shares for cash) without complying with the pre-emption rights in the Companies Act 2006 in limited circumstances.

4

Resolution 17 will permit the Directors to allot:

• (a) equity securities for cash and sell treasury shares up to a nominal amount of £78,770,466 representing two-thirds of the Company's issued share capital as at 20 March 2023 (being the last practicable date prior to publication of this document) on an offer to existing shareholders on a pre-emptive basis (that is, including a rights issue or an open offer), subject to any adjustments, such as for fractional entitlements and overseas shareholders, as the Directors see fit; and

• (b) equity securities for cash and sell treasury shares up to an aggregate nominal value of £5,907,785 which represents 5% of the issued ordinary share capital of the Company as at 20 March 2023 (being the last practicable date prior to publication of this document) otherwise than in connection with a pre-emptive offering to existing shareholders.

Resolution 18 will permit the Directors to allot additional equity securities for cash and sell treasury shares up to a maximum nominal value of £5,907,785, representing a further 5% of the issued ordinary share capital of the Company otherwise than in connection with a pre-emptive offer to existing shareholders for the purpose of financing a transaction (or refinancing within six months of the transaction) which the Directors determine to be an acquisition or other capital investment as contemplated by the Pre-Emption Group's Statement of Principles, and which is announced contemporaneously with the allotment, or has taken place in the preceding six-month period and is disclosed in the announcement of the allotment. The Directors believe that it is appropriate to seek this additional 5% authority in Resolution 18 to give the Company the flexibility that this resolution affords.

The maximum nominal value of equity securities which could be allotted if both authorities were used would be £11,815,570, which represents approximately 10% of the issued ordinary share capital of the Company, as at 20 March 2023, (being the latest practicable date prior to publication of this document).

The Directors have no present intention of exercising these authorities to issue ordinary shares. The Board confirms that it does not intend to issue shares for cash representing more than 7.5% of the Company's issued ordinary share capital in any rolling three-year period to those who are not existing shareholders (except in relation to an issue pursuant to Resolution 18) without prior consultation with shareholders.

The authorities contained in Resolutions 17 and 18 will expire upon the expiry of the authority to allot shares conferred in Resolution 16, being the earlier of the end of the next Annual General Meeting of the Company or 30 June 2024.

The Directors are aware of the revised Statement of Principles and new template resolutions published by the Pre-emption Group in November 2022, which include an increase in the disapplication of pre-emption rights limit. The Directors have decided that they do not wish to increase the disapplication threshold at the current time, but will keep emerging market practice under review for future general meetings.

Authority To Purchase Ordinary Shares (Resolution 19)

It is a requirement of Section 693 of the Companies Act 2006 that a company shall not make a market purchase of its own shares unless the purchase has first been authorised by the Company in general meeting. Accordingly, Resolution 19 to be proposed at the AGM as a Special Resolution gives the Directors power to make market purchases of the Company's shares up to a maximum of 118,155,698 shares (representing approximately 10% of the current issued ordinary share capital of the Company as at 20 March 2023 (the latest practicable date prior to the publication of this document). This power will expire on the conclusion of the next Annual General Meeting of the Company or, if earlier, 30 June 2024. It is intended that purchases will only be made on the London Stock Exchange.

The Directors believe that it is in the best interests of all shareholders that the Company should have the flexibility to make market purchases of its own shares; however, this is not intended to imply that the shares will be purchased. The Directors would make such purchases only if it would be in the best interests of shareholders generally (taking into account, for example, the financial resources of the Company, the Company's share price and future funding opportunities) and if such purchases would result in an increase in earnings per share.

Listed companies purchasing their own shares are allowed to hold them in treasury as an alternative to cancelling them. No dividends are paid on shares while they are held in treasury and no voting rights attach to the treasury shares. If Resolution 19 is passed at the AGM, it is the Company's intention to hold any shares purchased in treasury for use in connection with the Company's employee share schemes. However, in order to respond properly to the Company's capital requirements and prevailing market conditions, the Directors will reassess at the time of any and each actual purchase whether to hold the shares in treasury or cancel them, provided it is permitted to do so. The Company currently holds no ordinary shares in treasury.

The Directors have no current intention of using the powers sought under Resolution 19, but as noted above, consider it advisable to pass this Resolution in order that they can be prepared to take advantage of future situations which may arise.

As at 20 March 2023 (the latest practicable date prior to the publication of this document), there were Directors' options outstanding over 7,354,246 ordinary shares in the capital of the Company representing 0.62% of the Company's issued ordinary share capital. If the authority to purchase the Company's ordinary shares being sought in Resolution 19, and the existing authority to purchase ordinary shares taken at last year's Annual General Meeting (which expires at the end of the AGM) were exercised in full, these options would represent 0.78% of the Company's issued ordinary share capital.

Length Of Notice Of General Meetings Other Than Annual General Meetings (Resolution 20)

Resolution 20 is a resolution to allow the Company to hold general meetings (other than Annual General Meetings) on 14 clear days' notice.

General meetings (other than Annual General Meetings) must be held on 21 clear days' notice unless shareholders approve a shorter notice period, which cannot be less than 14 clear days. Annual General Meetings must always be held on at least 21 clear days' notice. In order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting. This condition is met if the company offers a facility, accessible to all shareholders, to appoint a proxy by means of a website.

The Directors are proposing Resolution 20 as a Special Resolution to approve 14 clear days as the minimum period of notice for all general meetings of the Company other than Annual General Meetings. The approval of this Resolution will be effective until the end of the next Annual General Meeting of the Company, when it is intended that the approval will be renewed. The Board will consider on a case-by-case basis whether the use of the flexibility offered by the shorter notice period is merited, taking into account the circumstances, including whether the business of the meeting is time-sensitive and whether it is thought to be to the advantage of shareholders as a whole.

Notice Of Publication Of Annual Report And Accounts

Notice is hereby given that the SIG plc Annual Report and Accounts 2022 has been published on the Company's website (www.sigplc.com).

It can be accessed by going to the Company's home page, clicking on the Investors section of the website and then going to Financial performance, Results, reports and presentations. If you have elected to receive shareholder correspondence in hard copy, then the Annual Report and Accounts will accompany this Notice. Should you wish to change your election at any time, you can do so by contacting our Registrars, Computershare, on 0370 707 1293. Operator assistance is available between 08.30 and 17.30 each business day. Callers from outside the UK should dial +44 370 707 1293.

Recommendation

The Board considers that all the Resolutions set out in the 2023 Notice of Annual General Meeting are likely to promote the success of the Company and are in the best interests of the Company and its shareholders as a whole. The Directors unanimously recommend that you vote in favour of the proposed Resolutions as they intend to do in respect of their personal shareholdings in the Company, which, in aggregate, amount to 2,192,490 shares representing 0.19% of the issued ordinary share capital of the Company.

Voting At The AGM

Your vote is important, and I would encourage you, regardless of the number of shares you own, to complete, sign and return the Form of Proxy so as to reach the Company's Registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, not less than 48 hours before the time fixed for the holding of the AGM. Alternatively, shareholders may also register their proxy appointment and voting instructions electronically. Please refer to the notes on pages 8 and 9 of this document for further details on how to appoint a proxy and vote electronically.

The deadline for the receipt by our Registrars of all proxy appointments is 9.30am on 2 May 2023. Voting will be by poll this year.

Yours faithfully

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