Wickes : Notice of Meeting

Wickes Group Plc

(incorporated and registered in England and Wales under number 12189061)

NOTICE OF ANNUAL GENERAL MEETING 2023

to be held at 9.00am on Tuesday 23 May 2023 at Vision House, 19 Colonial Way, Watford, WD24 4JL

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice from a stockbroker, bank manager, solicitor, accountant, or other financial adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your Wickes Group Plc shares, please send this document, together with the accompanying 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 delivery to the purchaser or transferee.

Wickes Group Plc

Wickes Group Plc

(incorporated and registered in England and Wales under number 12189061)

11 April 2023

Vision House,

19 Colonial Way, Watford,

United Kingdom, WD24 4JL

Notice of Annual General Meeting

Dear Shareholder

I am pleased to be writing to you with details of the 2023 Annual General Meeting ("AGM") of Wickes Group Plc ("Wickes" or the "Company"). The AGM will be held at 9.00am on Tuesday 23 May 2023 at Vision House, 19 Colonial Way, Watford, WD24 4JL.

We look forward to welcoming shareholders to the AGM this year, however if you are going to be unable to join the AGM in person, you can still submit a question on the business of the meeting in advance. Please write to the Company Secretary at Vision House, 19 Colonial Way, Watford, United Kingdom, WD24 4JL or email [e-mail]. You may submit questions related to the business of the AGM up until 9.00am on Friday 19 May 2023 and we will provide answers to any questions received as if they had been asked at the AGM and where we would have been required to do so pursuant to section 319A of the Companies Act 2006.

If we need to amend the arrangements for the AGM, we will publicise these on the Company's website at www.wickesplc.co.uk/investors/agm in advance of the meeting.

Business of the meeting

The formal notice of AGM is set out on pages 3 and 4 of this document, which sets out the business to be considered at the meeting, together with explanatory notes to the resolutions on pages 5 to 7 of this document. These are all standard resolutions sought by listed companies in the UK at their annual general meetings and reflect UK corporate governance guidance and best practice, as well as UK institutional investor guidelines.

In accordance with the UK Corporate Governance Code (the "Governance Code"), all directors will stand for reelection or election at the AGM. Biographical details and a description each director's contribution are set out on pages 10 and 11 of this document.

Dividend

The Board proposes a final dividend of 7.3 pence per share making the total dividend for the year 10.9 pence per share, which includes the payment of an interim dividend of 3.6 pence per share in November 2022. Resolution 3 seeks shareholder approval of the final dividend. We only pay dividends directly into shareholders' bank accounts and you are not able to receive payment of dividends by cheque. For information on how to register your bank details with the Registrar please see page 9 of this document.

Voting

Your vote is important to us. You can vote in advance, or at the AGM.

Your Board strongly encourages you to vote in advance of the AGM by appointing a proxy who will exercise your right to vote at the AGM in accordance with your instructions. You can use the following methods to submit your voting instructions in advance. If you choose to use any of the methods below, this will not prevent you from subsequently attending the AGM in person, voting or speaking, in which case any votes held by the proxy will be superseded. All of the following will be available from the date this Notice is published until 9.00am on Friday 19 May 2023 (or 48 hours (excluding non-working days) before the time fixed for any adjourned AGM).

• Log into your account on our share portal at www.wickes-shares.com. If you don't already have an account you can register for one on the share portal. To do so you will need your Investor Code, which you can find on your share certificate or by contacting our Registrar, Link Group.
• Download a proxy form from www.wickesplc.co.uk/investors/agm and send it to Link Group to be received by 9.00 am on Friday 19 May 2023 (or 48 hours (excluding non-working days) before the time fixed for any adjourned AGM). Completed proxy forms should be sent to Link Group at PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL.

Wickes Group Plc

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• Use the service offered by Euroclear UK & International Limited for members of CREST.
• Use Proxymity, a service for institutional investors who wish to appoint a proxy electronically via the Proxymity platform. This process has been agreed by the Company and approved by the Registrar. Further information regarding Proxymity can be found at www.proxymity.io.

If you cannot locate any of the documents on the Company's website, if you need help with voting online, or require a paper proxy form to be sent to you, please contact our Registrar, Link Group on [phone].

At the meeting itself, Resolutions 1 to 16 will be put to a vote on a poll. Further details on voting are set out in the notes to the Notice of AGM on pages 7 to 9 of this document.

The results of the poll will be announced through the Regulatory Information Service and will be published on our website www.wickesplc.co.uk on 23 May 2023 after the conclusion of the AGM or as soon as reasonably practicable thereafter.

Recommendation

The Board considers that each of the resolutions set out in the Notice of AGM are in the best interests of the Company and its shareholders as a whole and are therefore likely to promote the success of the Company.

The directors unanimously recommend that you vote in favour of the resolutions as they intend to do in respect of their own beneficial holdings.

On behalf of the Board, I look forward to welcoming you to the forthcoming AGM and thank you for your continued support.

Christopher Rogers

Chair of the Board

2 Wickes Group Plc

NOTICE OF AGM

Wickes Group Plc

(the "Company" or "Wickes")

NOTICE IS HEREBY GIVEN that the 2023 Annual General Meeting of the Company will be held at 9.00am on Tuesday 23 May 2023 at Vision House, 19 Colonial Way, Watford, WD24 4JL to consider and, if thought fit, to pass Resolutions 1 to 13 inclusive as ordinary resolutions and Resolutions 14 to 16 inclusive as special resolutions:

Resolution 1

To receive the accounts and the reports of the directors and the auditor for the year ended 31 December 2022.

Resolution 2

To approve the directors' remuneration report in the form set out in the Company's annual report and accounts for the year ended 31 December 2022.

Resolution 3

To declare a final dividend for the year ended 31 December 2022 of 7.3 pence for each share in the capital of the Company.

Resolution 4

To re-elect Christopher Rogers as a director.

Resolution 5

To re-elect David Wood as a director.

Resolution 6

To elect Mark George as a director.

Resolution 7

To re-elect Mark Clare as a director.

Resolution 8

To re-elect Sonita Alleyne as a director.

Resolution 9

To re-elect Mike Iddon as a director.

Resolution 10

To re-appoint KPMG LLP as auditor of the Company to hold office until the conclusion of the next general meeting of the Company at which accounts are laid.

Resolution 11

To authorise the Audit and Risk Committee of the Board to determine the remuneration of the auditor.

Resolution 12

THAT in accordance with sections 366 and 367 of the Companies Act 2006 the Company and all companies which are subsidiaries of the Company during the period when this Resolution 12 has effect be generally and unconditionally authorised to:

1. make political donations to political parties or independent election candidates not exceeding £50,000 in total;
2. make political donations to political organisations other than political parties not exceeding £50,000 in total; and
3. incur political expenditure not exceeding £50,000 in total,

(as such terms are defined in the Companies Act 2006) during the period beginning with the date of the passing of this resolution and ending at the end of the next Annual General Meeting of the Company or, if earlier, on 23 August 2024 provided that, in any event, the aggregate amount of political donations and political expenditure made or incurred by the Company and its subsidiaries pursuant to this Resolution shall not exceed £50,000 and for the purposes of this Resolution the authorised sum may be comprised of one or more amounts in different currencies which, for the purposes of calculating the said sum, shall be converted into pounds sterling at the exchange rate published in the London edition of the Financial Times on the date on which the relevant donation is made or expenditure incurred (or the first business day thereafter) or, if earlier, on the day in which the Company enters into any contract or undertaking in relation to the same.

Resolution 13

THAT the directors be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company:

1. up to an aggregate nominal amount of £8,654,599; and
2. up to a further aggregate nominal amount of £8,654,599 provided that (i) they are equity securities (within the meaning of section 560(1) of the Companies Act 2006) and (ii) they are offered by way of a rights issue to holders of shares on the register of members at such record date as the directors may determine where the equity securities

Wickes Group Plc

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respectively attributable to the interests of the shareholders are proportionate (as nearly as may be practicable) to the respective numbers of shares held by them on any such record date, subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter,

provided that this authority shall expire at the end of the next Annual General Meeting of the Company or, if earlier, on

23 August 2024, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or such rights to be granted after such expiry and the directors shall be entitled to allot shares and grant rights pursuant to any such offer or agreement as if this authority had not expired.

Resolution 14

THAT if Resolution 13 above is passed, the directors be and they are hereby authorised pursuant to section 570 and section 573 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of that Act) for cash pursuant to the authority conferred by Resolution 13 above and by way of a sale of treasury shares as if section 561(1) of that Act did not apply to any such allotment provided that this power shall be limited to:

1. the allotment of equity securities or sale of treasury shares in connection with an offer of securities (but in the case of the authority granted under paragraph (b) of Resolution 13 above by way of rights issue only) in favour of the holders of shares on the register of members at such record dates as the directors may determine where the equity securities respectively attributable to the interests of the shareholders are proportionate (as nearly as may be practicable) to the respective numbers of shares held by them on any such record dates, subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and
2. the allotment of equity securities or sale of treasury shares (otherwise than pursuant to sub-paragraph (a) of this Resolution 14) to any person or persons up to an aggregate nominal amount of £1,298,189,

and shall expire upon the expiry of the general authority conferred by Resolution 13 above, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.

Resolution 15

THAT the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of shares of £0.10 each of the Company on such terms and in such manner as the directors may from time to time determine, provided that:

1. the maximum number of shares hereby authorised to be acquired is 25,963,799 representing approximately 10% of the issued ordinary share capital of the Company as at 6 April 2023;
2. the minimum price (excluding expenses) which may be paid for any such share is 10 pence;
3. the maximum price (excluding expenses) which may be paid for any such share is the higher of (i) an amount equal to 105% of the average of the middle market quotations for a share in the Company as derived from The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased and (ii) the higher of the price of the last independent trade and the highest current independent bid for an share in the Company on the trading venues where the market purchases by the Company pursuant to the authority conferred by this Resolution 15 will be carried out);
4. the authority hereby conferred shall expire at the end of the next Annual General Meeting of the Company or, if earlier, on 23 August 2024 unless previously renewed, varied or revoked by the Company in general meeting; and
5. the Company may make a contract to purchase its shares under the authority hereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority, and may purchase its ordinary shares in pursuance of any such contract.

Resolution 16

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

BY ORDER OF THE BOARD	REGISTERED OFFICE
Helen O'Keefe	Vision House, 19 Colonial Way, Watford, United Kingdom, WD24 4JL
General Counsel &
Company Secretary	Registered in England and Wales
11 April 2023	Company No. 12189061

4 Wickes Group Plc