Howden Joinery : 2024 Notice of Annual General Meeting

Annual General Meeting 2024

11.00am on Thursday, 2 May 2024

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

When considering what action to take, it is recommended you consult your stockbroker, bank manager, solicitor, accountant or other independent professional advisor who is authorised under the Financial Services and Markets Act 2000 (or, if you are resident outside the UK, an independent and appropriately qualified financial advisor).

If you have sold or otherwise transferred all of your Howden Joinery Group Plc shares, please pass this document and the accompanying form of proxy to the purchaser or transferee, or to the agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

01	Howden Joinery Group Plc
Annual General Meeting 2024

Information

LOCATION	DATE AND TIME
Freshfields Bruckhaus Deringer LLP	11.00am
100 Bishopsgate	Thursday, 2 May 2024
London
EC2P 2SR

DIRECTIONS

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.

Howden Joinery Group Plc	02
Annual General Meeting 2024

Chairman's letter

20 March 2024

Dear Shareholder,

The Annual General Meeting (the 'AGM') of Howden Joinery Group Plc (the 'Company') will commence at 11.00am on Thursday, 2 May 2024 at Freshfields Bruckhaus Deringer LLP, 100 Bishopsgate, London, EC2P 2SR. Details of the business to be considered at the AGM are set out in the formal Notice of Meeting that follows this letter.

Voting Recommendation and Arrangements

The Board believes that all the proposals to be considered at the 2024 AGM are in the best interests of you, the Company's shareholders, and the Company itself. We therefore unanimously recommend that you vote in favour of all the resolutions proposed on pages 3 to 8 of the formal Notice of Meeting.

		Eldon	St
Moorgate
		Finsbury
		Circus
		Gardens
		London
	Ave	Wall

Liverpool Street

	St	Passage
Sun
	Liverpool
		St

Bishopsgate

New St

Spitalfields

Market

Devonshire Square

Voting at the AGM will be taken by a poll rather than a show of hands. A poll ensures that the votes of shareholders who are unable to attend the AGM, but who have appointed a proxy (or proxies), are taken into account in the final voting results. We believe this method gives a more accurate reflection of the views of all our shareholders. We strongly recommend that you complete the proxy form sent to you with the Notice of Meeting to ensure your vote is counted. Please return the completed proxy form to the Company's Registrars (details and instructions are given on the form itself). Proxy forms must be received by the Registrar by 11.00am on Tuesday, 30 April 2024 to be counted in the voting. Please be reassured that you may still attend and vote in person at the AGM even if you have submitted a proxy form.

If you would like to submit a question to the Board in advance of the meeting, please write to the Company Secretarial team at Howden Joinery Group Plc, 105 Wigmore Street, London, W1U 1QY or email [e-mail]. You can also submit

Moorgate	Copthall

Princess		St
Threadneedle
	Finch	Ln
St
Bank		Cornhill

		Wormwood
		St
	Broad	St	Freshfields'Camomile
Old	Bishopsgate
		A1211
	Offices	St
		30 St Mary Axe
		(The Gherkin)		Bury	St
					Axe
				Mary
			St				Mitre
							St
		Leadenhall	St
	A10

AGM Venue

Road

Station or landmark

Aldgate

St

High

Aldgate

any questions through our website (www.howdenjoinerygroupplc.com/investors/share-price/annual-general-meeting). The responses to any questions received regarding the business of the meeting will be published on the AGM section of our website shortly after receipt of the question.

Board of Directors

Karen Caddick, Chair of the Remuneration Committee, will retire as a Director of the Company at the AGM and therefore is not being submitted for re-election in the business of the meeting. The Nominations Committee is progressing a phased transition on Board succession and Karen's retirement forms a part of this process. I would like to thank Karen for her contribution over the years, particularly in her capacity as Remuneration Committee Chair.

If you would like more information about the Directors, biographies of each are available on pages 76 and 77 of the 2023 Annual Report and at www.howdenjoinerygroupplc.com. In proposing election and re-election, my fellow Board members and I confirm that we have considered the formal performance evaluation undertaken in respect of each of the Directors seeking re-election, particularly in relation to individual contribution and commitment.

St

Fenchurch

Yours sincerely

Peter Ventress

Chairman

03	Howden Joinery Group Plc
Annual General Meeting 2024

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting (the 'AGM') of Howden Joinery Group Plc (the 'Company') will be held at Freshfields Bruckhaus Deringer LLP, 100 Bishopsgate, London, EC2P 2SR on Thursday, 2 May 2024 at 11.00am to consider and, if thought fit, to pass the resolutions set out below. Explanatory notes to each resolution are included in this Notice below each resolution. Voting on all resolutions will be by way of a poll.

Resolutions 1 to 14 are proposed as Ordinary Resolutions. Resolutions 15 to 17 are proposed as Special Resolutions.

Ordinary Resolutions

For each of these resolutions to be passed, more than 50% of the votes cast must be in favour

Accounts and Reports

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 for the 53 weeks ended 30 December 2023.

Explanation

The Directors are required to present the reports of the Directors and the accounts of the Company for the 53 weeks ended 30 December 2023 to shareholders at the AGM. This is a standard resolution common to annual general meetings.

Directors' Remuneration Report

2. To approve the Directors' Remuneration Report as set out in the Report and Accounts for the 53 weeks ended 30 December 2023.

Explanation

The Directors' Remuneration Report, which begins on page 108 of the 2023 Annual Report and Accounts (the 'Annual Report'), gives details of your Directors' remuneration for the 53 weeks ended 30 December 2023. The Company's auditor for the period, KPMG LLP, has audited those parts of the Directors' Remuneration Report capable of being audited and their report may be found on pages 148 to 161 of the Annual Report. The Board considers that appropriate, fair and responsible executive remuneration is central to ensuring management's interests are closely aligned with those of the shareholders. The vote on the Directors' Remuneration Report is an advisory vote and therefore any individual's entitlement to remuneration is not conditional on the resolution being passed.

Final Dividend

3. To declare a final dividend of 16.2 pence per ordinary share recommended by the Directors in respect of the 53 weeks ended 30 December 2023, payable on Friday, 24 May 2024 to ordinary shareholders named on the register of members as at 6.30pm on Friday, 12 April 2024.

Explanation

A final dividend may only be paid after the shareholders have approved it at a general meeting. Subject to this resolution being approved by shareholders, the final dividend of 16.2 pence per ordinary share for the 53 weeks ended 30 December 2023 will be paid on Friday, 24 May 2024 to shareholders whose names are on the register of members at 6.30pm on Friday, 12 April 2024.

An interim dividend of 4.8 pence per ordinary share was paid on 17 November 2023. Therefore, if this resolution is passed, the total full-year dividend for the 53 weeks ended 30 December 2023 will be 21.0 pence per ordinary share.

Howden Joinery Group Plc	04
Annual General Meeting 2024

Director Elections and Re-Elections

1. To elect Louis Eperjesi as a Director of the Company.
2. To elect Vanda Murray as a Director of the Company.
3. To re-elect Andrew Cripps as a Director of the Company.
4. To re-elect Louise Fowler as a Director of the Company.
5. To re-elect Paul Hayes as a Director of the Company.
6. To re-elect Andrew Livingston as a Director of the Company.
7. To re-elect Peter Ventress as a Director of the Company.
   Explanation
   In line with requirements of the Company's articles of association, Directors appointed by the Board since the last AGM are required to submit themselves for election at the first AGM following their appointment. Therefore, Louis Eperjesi and Vanda Murray will offer themselves for election (Resolutions 4 and 5). In accordance with the 2018 UK Corporate Governance Code, each Director elected at the previous AGM will retire and seek re-election at the forthcoming AGM. The Directors seeking re-election may be found in Resolutions 6 to 10 inclusively.
   We believe that there is a good balance of skills and experience available to the Company through the current members of the Board. The performance of individuals and of the Board both individually and as a whole was formally considered through the board evaluation process in December 2023. Having considered the performance of the individuals standing for election, the Nominations Committee is satisfied with the contribution of all the current Directors, that each Director's performance continues to be effective, and that each Director demonstrates commitment to their role. It is therefore proposed that each is elected (if appointed since the previous AGM) or re-elected (if appointed at the last AGM). Biographies for each of the Directors are available at www.howdenjoinerygroupplc.com. Details of Directors' current significant appointments and an explanation of the importance of each Director's contribution to the Company's long-term sustainable success may be found on pages 76 and 77 of the 2023 Annual Report and Accounts.

Appointment and Remuneration of Auditors

1. To reappoint KPMG LLP ('KPMG') as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next AGM at which accounts are laid.
2. To authorise the Directors to determine the auditor's remuneration.
   Explanation
   The auditor of a company must be reappointed at each general meeting at which accounts are laid. Resolution 11 proposes the reappointment of KPMG as the Company's auditor until the conclusion of the next AGM of the Company at which accounts are laid. KPMG was appointed as the Company's auditor in May 2022 following an extensive tender process.
   Resolution 12 gives authority to the Directors to determine the auditor's remuneration. In the 53 weeks ended 30 December 2023, the fees paid to KPMG by the Company totalled £1.4m, of which £0.1m accounted for audit related assurance services (the review of the 2023 Half Year results).

Political Donations

13. That the Company and any subsidiaries of the Company at any time during the period for which this resolution relates, be and are hereby authorised for the purposes of Part 14 of the Companies Act 2006 (the 'Act'), during the period commencing on the date of the passing of this resolution and ending on the date of the Company's next AGM, to:

1. make political donations to political parties and/or independent election candidates;
2. make political donations to political organisations other than political parties; and
3. incur political expenditure,

up to an aggregate amount of £100,000.

For the purpose of this resolution the terms 'political donations', 'independent election candidates', 'political organisations' and 'political expenditure' have the meanings as set out in sections 363 to 365 of the Act.

05	Howden Joinery Group Plc
Annual General Meeting 2024

Notice of Annual General Meeting continued

Explanation

The Act prohibits the Company and its subsidiaries from making political donations or from incurring political expenditure in respect of a political party or other political organisation or an independent election candidate unless authorised by the Company's shareholders.

Neither the Company nor any of its subsidiaries has any intention of making any political donation or incurring any political expenditure. However, the relevant provisions of the Act define 'political party', 'political organisation', 'political donation' and 'political expenditure' in a broad manner. For example, donations to certain charitable organisations could, technically, constitute 'political donations' or 'political expenditure'.

This resolution enables the Company and its subsidiaries to incur expenditure of up to £100,000 in aggregate in respect of the various heads identified in the relevant provisions without inadvertently committing a breach of the Act through the undertaking of routine activities such as making charitable donations or providing sponsorship. The authority sought will, if granted, last until the conclusion of the next AGM of the Company.

Authority to Allot Shares

14. (a) That the Directors be and are hereby generally and unconditionally authorised pursuant to section 551 of the Act to allot shares in the Company and to grant rights to subscribe for or to convert any securities into shares in the Company:

1. 1. up to an aggregate nominal amount of £18,289,112; and
   2. comprising equity securities (as defined in the Act) up to an aggregate nominal amount of £36,578,223 (including within such limit any shares allotted or rights granted under (i) above) in connection with an offer to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authorities to apply until (unless previously renewed, varied or revoked by the Company in general meeting) the end of next year's annual general meeting or, if earlier, until the close of business on 2 August 2025 but, in each case, so that the Company may make offers and enter into arrangements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or convert any security into shares to be granted after the authority ends and the Directors may allot shares and grant rights under any such offer or agreement as if the authority had not ended;
2. That, subject to paragraph (c), all existing authorities given to the Directors pursuant to section 551 of the Act be revoked by this resolution; and
3. That paragraph (b) shall be without prejudice to the continuing authority of the Directors to allot shares, or grant rights to subscribe for or convert any security into shares, pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made.

Explanation

This resolution seeks authority for the Directors to allot up to a maximum nominal amount of £18,289,112 (being one-third of the issued share capital of the Company (excluding treasury shares) as at 8 March 2024 (being the latest practicable date before publication of this notice) in accordance with Investment Association guidance) and also gives the Directors authority to allot shares up to an aggregate amount of £36,578,223 (less any shares allotted pursuant to paragraph (i)) in connection with a pre-emptive offer to existing shareholders (being two-thirds of the issued share capital of the Company as at 8 March 2024, also in accordance with Investment Association guidance).

The Directors have no present intention to exercise this authority, other than in connection with the Company's various share-based plans for employees; however, it is considered prudent to maintain the flexibility that this authority provides. The Directors intend to renew this authority annually. The authority sought under this resolution will expire at the conclusion of the AGM in 2025 or on 2 August 2025, whichever is the earlier (unless previously renewed, varied or revoked by the Company in a general meeting).

As at 8 March 2024 (the latest practicable date prior to publication of this Notice), the Company held 4,918,375 ordinary shares in treasury, which represents 0.9% of the Company's issued ordinary share capital (calculated exclusive of treasury shares).

Howden Joinery Group Plc	06
Annual General Meeting 2024

Special Resolutions

For each of these resolutions to be passed, a minimum of 75% of the votes cast must be in favour

Disapplication of Pre-Emption Rights

15. That, subject to the passing of Resolution 14, and in place of all existing powers, the Directors be and are hereby generally empowered pursuant to section 570 and section 573 of the Act to allot equity securities (as defined in the Act) for cash, under the authority given by Resolution 14 as if section 561 of the Act did not apply to the allotment.

This power:

1. shall be limited to the allotment of equity securities in connection with an offer of equity securities to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;
2. in the case of the authority granted under Resolution 14(a)(i), shall be limited to the allotment (otherwise than under (a) above) of equity securities up to an aggregate nominal amount of £2,743,367;
3. shall apply (unless previously renewed, varied or revoked by the Company in general meeting) until the end of next year's annual general meeting or, if earlier, until the close of business on 2 August 2025 but during this period the Company may make offers and enter into arrangements which would, or might, require equity securities to be allotted after the power ends and the Directors may allot equity securities under any such offer or agreement as if the power had not ended; and
4. applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Act as if in the first paragraph of this resolution the words 'under the authority given by Resolution 14' were omitted.

Explanation

This resolution seeks to renew the authority of Directors to issue the Company's equity securities for cash without application of the pre-emption rights. The power granted by this resolution will expire on the conclusion of next year's AGM or, if earlier, on 2 August 2025.

The passing of this authority will give the Directors flexibility to finance business opportunities by issuing shares without making a pre-emptive offer to existing shareholders first. The first part of this resolution seeks a disapplication of preemption rights so as to allow the Directors to make appropriate exclusions and other arrangements to resolve legal or practical problems in connection with such an issue. The second part of this resolution seeks a disapplication of pre-emption rights limited to the allotment of shares up to an aggregate nominal value of £2,743,367 (which includes the sale on a non- pre-emptive basis of any shares held in treasury) which represents approximately 5% of the Company's issued ordinary share capital (as at 8 March 2024 (being the latest practicable date before the publication of this notice)). This is below the 10% limit for such disapplication set out in the revised Pre-Emption Group's 2022 Statement of Principles. The Directors confirm that they will follow the shareholder protections in paragraph one of section 2B of the Pre-Emption Group's 2022 Statement of Principles.

07	Howden Joinery Group Plc
Annual General Meeting 2024

Notice of Annual General Meeting continued

Authority to Purchase Own Shares

16. That the Company be and is hereby generally and unconditionally authorised to make one or more market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 10p each in the capital of the Company ('ordinary shares') provided that:

1. the maximum aggregate number of ordinary shares authorised to be purchased is 54,867,335;
2. the minimum price (exclusive of expenses) which may be paid for an ordinary share is 10p;
3. the maximum price (exclusive of expenses) which may be paid for an ordinary share is the higher of:
4. 1. an amount equal to 105% of the average middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and
   2. an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived on the trading venue where the purchase is carried out;
5. this authority expires at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 2 August 2025; and
6. the Company may make a purchase of ordinary shares after the expiry of this authority if the contract for such purchase was entered into before such expiry.

Explanation

This resolution renews the authority granted at last year's AGM and affords the Company the authority to buy back its own ordinary shares in the market as permitted by the Act. The authority limits the number of shares that could be purchased to a maximum of 54,867,335 (representing 10% of the issued share capital of the Company at 8 March 2024) and sets minimum and maximum prices. This authority will expire at the conclusion of the AGM in 2025 or, if earlier, on 2 August 2025.

Shares that are bought in the market by the Company's brokers will either be held in treasury to use for future obligations for Company employee share schemes, or cancelled. Any shares held as treasury shares as a result of the repurchase programme will not receive any dividends and will have no voting rights. The authority to purchase the Company's ordinary shares will be exercised only if the Directors believe that to do so would result in an increase in earnings per share and would be in the best interests of the shareholders as a whole.

As at 8 March 2024, options over 3,340,800 ordinary shares representing 0.61% of the current issued share capital were outstanding under all of the employee share schemes adopted by the Company. If the authority to purchase the Company's ordinary shares were to be exercised in full, these options would represent 0.68% of the Company's issued share capital. As at 8 March 2024, the Company held 4,918,375 treasury shares.

During 2023, the Company returned £50 million to shareholders by repurchasing around 7.32 million shares, all of which were cancelled.

Howden Joinery Group Plc	08
Annual General Meeting 2024

Notice of General Meetings

17. That a general meeting other than an annual general meeting may be called on no less than 14 clear days' notice.

Explanation

This resolution is required to reflect the implementation of the Shareholder Rights Directive in August 2009. The regulation implementing this Directive increased the notice period for general meetings of the Company to 21 days. Under the Company's articles of association, the Company can call general meetings (other than an annual general meeting) on

14 clear days' notice and would like to preserve this ability. In order to be able to do so, shareholders must have approved the calling of meetings on 14 clear days' notice; Resolution 17 seeks such approval. The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.

It is intended that the shorter notice period would not be used as a matter of routine for such meetings but only where the flexibility is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole. The Company will also need to meet the requirements for electronic voting under the Directive before it can call a general meeting on 14 clear days' notice.

By order of the Board

Forbes McNaughton

Company Secretary

20 March 2024

09	Howden Joinery Group Plc
Annual General Meeting 2024

Procedural notes

Howden Joinery Group Plc	10
Annual General Meeting 2024

1. Entitlement to attend and vote

Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members entered in the register of members of the Company as at 6.30pm on Tuesday, 30 April 2024 shall be entitled to attend and vote at the meeting in respect of the number of ordinary shares registered in their name at that time. Changes to the entries in the register of members after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting.

2. Entitlement to appoint proxies

A registered member of the Company may appoint one or more proxies to exercise all or any of their rights to attend, speak and vote at a meeting of the Company provided that if more than one proxy is appointed each proxy is appointed to exercise the rights attached to a different share or shares held by them. A proxy need not be a member of the Company.

The proxy form sent to you with this Notice of Meeting invites members to vote in one of three ways: 'for', 'against' and 'vote withheld'. Please note that a 'vote withheld' has no legal effect and will count neither for nor against a resolution.

To be valid, an appointment of proxy must be returned by one of the following methods:

• Sending the completed and signed form of proxy sent to you with this Notice of Meeting by post or by hand (during normal business hours) so as to be received by the Company's Registrar at Equiniti
  Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA no later than 11.00am on Tuesday, 30 April 2024;
• Electronically through www.sharevote.co.uk or by accessing the mobile site via the following Quick Response code:

• Members will be required to enter their Voting ID, Task ID and Shareholder Reference Number (printed on a member's form of proxy) and to agree to certain terms and conditions. Full details of the procedure are given on the website. The proxy appointment and/or voting instructions must be received by the Company's Registrar no later than 11.00am on Tuesday, 30 April 2024; or
• In the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the following procedures.

We may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Returning a form of proxy will not prevent a member from attending the meeting and voting in person.

Any power of attorney or other authority (if any) under which the form of proxy is executed (or a duly certified or authorised copy of such power of authority) must be included with the form of proxy.

If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11.00am on Tuesday, 30 April 2024 in order to be considered valid. Before you can appoint a proxy via this process, you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

3. Nominated Persons

Any person to whom this Notice of Meeting is sent who is a person nominated under section 146 of the Act to enjoy information rights

(a 'Nominated Person') may have a right, under an agreement between them and the member by whom they were nominated, to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights.

The statement of the rights of members in relation to the appointment of proxies in paragraph 3 of section 2 does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by members of the Company. If more than one valid proxy appointment is submitted, the form of proxy which is last validly delivered before the latest time for receipt of proxies will take precedence.

4. Corporate Representatives

Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers, provided that if two or more representatives purport to vote in respect of the same shares:

• if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way; and
• in other cases, the power is treated as not exercised.

5. Voting rights

As at 8 March 2024 (being the last practicable date prior to the publication of this Notice), the Company's issued share capital consisted of 553,591,720 ordinary shares. The Company held 4,918,375 shares in treasury and therefore the total number of voting rights in the Company as at 8 March 2024 was 548,673,345.

The Company is required to publish such information if it receives requests to that effect from members representing no less than 5 per cent of the total voting rights of all members who have a right to vote on the matter or no less than 100 members with the right to vote on the matter and who hold shares on which an average sum per member of no less than £100 has been paid up. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company's auditor no later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Act to publish on a website.

Members have the right, under Section 338 of the Companies Act, to require the Company to give members entitled to receive notice of the AGM, notice of a resolution which the members wish to be moved at the Company's AGM. Additionally, members have the right under Section 338A of the Companies Act to require the Company to include a matter (other than a proposed resolution) in the business to be dealt with at the AGM.

A resolution may properly be moved at the AGM unless:

1. (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise),
2. it is defamatory of any person; or
3. it is frivolous or vexatious.

The Company is required to give such notice of a resolution or include such matter once it has received requests from members representing at least 5% of the total voting rights of all the members who have a right to vote at the AGM or from at least 100 members with the same right to vote who hold shares in the Company on which there has been paid up an average sum per member of at least £100.

Such a request may be in hard copy form or electronic form and must be received by the Company not later than six clear weeks before the AGM or, if later, the time at which notice is given of the AGM. In the case of a request relating to Section 338A of the Companies Act, the request must be accompanied by a statement setting out the grounds for the request.

8. Communicating with the Company in relation to the AGM

Except as provided above, members who wish to communicate with the Company in relation to the AGM should do so using the following means:

1. by writing to the Company Secretary at the registered office address or by emailing [e-mail], or by submitting a question through the Company website (www. howdenjoinerygroupplc.com/investors/share-price/annual-general-meeting); or
2. by writing to the Company's Registrar at Equiniti Limited, Aspect
   House, Spencer Road, Lancing, West Sussex BN99 6DA.

No other methods of communication will be accepted. In particular you may not use any electronic address provided either in this Notice of Meeting or in any related documents (including the Chairman's Statement, the 2023 Annual Report and Accounts, and the proxy form) to communicate with the Company for any purposes other than those expressly stated.

9. Voting results

The results of the voting at the general meeting will be announced through a Regulatory Information Service and will appear on our website www.howdenjoinerygroupplc.com on 2 May 2024.

10. Inspection of documents

Copies of the Directors' service contracts and/or letters of appointment by the Company will be available for inspection at the Company's registered office at 105 Wigmore Street, London, W1U 1QY during usual business hours on weekdays (Saturdays, Sundays and public holidays excepted) from the date of this Notice of Meeting until the conclusion of the AGM. They will also be available at the place of the AGM (Freshfields Bruckhaus Deringer LLP, 100 Bishopsgate, London, EC2P 2SR) on 2 May 2024 for at least fifteen minutes prior to and until the conclusion of the AGM.

Website

A copy of this Notice of Meeting and the other information required by section 311A of the Act can be found on the Company's website, www.howdenjoinerygroupplc.com.

Data protection statement

Your personal data includes all data provided by you, or on your behalf, which relates to you as a shareholder, including your name and contact details, the votes you cast and your Shareholder Reference Number (attributed to you by the Company). The Company determines the purposes for which and the manner in which your personal data is to be processed. The Company and any third party to which it discloses the data (including the Company's Registrar) may process your personal data for the purposes of compiling and updating the Company's records, fulfilling its legal obligations and processing the shareholder rights you exercise.

To appoint a proxy or to give or amend an instruction to a previously appointed proxy via the CREST system, the CREST message must be received by the Company's Registrar, Equiniti, (under CREST participant ID 'RA19') no later than 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 timestamp applied to the message by the CREST Applications Host) from which the Company's Registrar is able to retrieve the message. After this time any change of instructions to a proxy appointed through CREST should be communicated to the proxy by other means. CREST Personal Members or other CREST Sponsored Members, and those CREST Members who have appointed voting service provider(s), should contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and system timings, please refer to the CREST Manual.

6. Right to ask questions

A shareholder attending the meeting has the right to ask questions relating to the business being dealt with at the meeting in accordance with section 319A of the Act. In certain circumstances prescribed by section 319A of the Act, the Company need not answer a question.

7. Shareholder requests

Members may require the Company to publish on a website a statement setting out any matter relating to:

1. the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or
2. any circumstance connected with an auditor of the Company ceasing to hold office since the last annual general meeting that the members propose to raise at the AGM, pursuant to requests under section 527 of the Act.

CBP003109

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