Breedon : Notice of Annual General Meeting and explanatory notes to Shareholders

This document is important and requires your immediate attention.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other independent financial adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in Breedon Group plc (the 'Company'), please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

(incorporated and registered in Jersey No. 98465)

NOTICE OF ANNUAL GENERAL MEETING

AND EXPLANATORY NOTES TO SHAREHOLDERS

Notice of the Annual General Meeting of the Company which will take place at Pinnacle House, Breedon Quarry, Breedon on the Hill, DE73 8AP on Tuesday 20 April 2021 at 2.00pm, is set out on pages 5 and 6 of this document.

In order to tackle the ongoing COVID-19 pandemic, the UK Government have put in place regulations restricting the movement of people. These regulations include the prevention of public gatherings, unless essential for work purposes, and non-essential travel. As a result, and in order that shareholders can comply with the measures currently in place, the Annual General Meeting this year is required to be a closed meeting, which shareholders are not permitted to attend.

Shareholders are strongly encouraged to ensure that their votes are counted and to appoint the Chairman of the Annual General Meeting as their proxy. All proxy appointments must be received by the Company's registrar, Link Group, no later than 2.00pm on Sunday 18 April 2021. Further instructions relating to proxy appointments are set out on pages 7 and 8 of this document.

Breedon Group plc

(incorporated and registered in Jersey No. 98465)

22 March 2021

Registered office:

28 Esplanade St Helier Jersey

JE2 3QA

Dear Shareholder

NOTICE OF ANNUAL GENERAL MEETING

I am pleased to be writing to you with details of the Annual General Meeting of the Company ('AGM') which will take place at Pinnacle House, Breedon Quarry, Breedon on the Hill, DE73 8AP on Tuesday 20 April 2021 at 2.00pm as a closed meeting.

In light of the ongoing COVID-19 pandemic, the arrangements and format of the AGM have been altered this year to comply with the UK Government's current guidance and to protect the health and well-being of shareholders and other attendees, whilst satisfying the legal requirements to hold an annual general meeting. As such and subject to a change in the UK Government's current guidance and the Company considering it appropriate to open up the AGM for attendance, the AGM will be restricted to a small number of attendees necessary to conduct the meeting effectively and ensure that a quorum of two shareholders is present in accordance with the Articles of Association to allow

the business contained in the 2021 Notice of AGM to be conducted. On this basis, shareholders and other potential attendees will not be permitted to attend the AGM and will be refused entry. Shareholders are therefore requested to vote on the resolutions in advance of the AGM by appointing a proxy and are strongly encouraged to appoint the Chairman of the AGM as their proxy as set out below. Appointing the Chairman of the AGM as your proxy is the only way to ensure your vote is exercised at the AGM, as in the current circumstances, other proxies will not be granted access to the AGM.

The purpose of the AGM is to seek shareholders' approval of the resolutions. Resolutions 1 to 13 will be proposed as Ordinary Resolutions. This means that for each of these resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 14 to 16 will be proposed as Special Resolutions. For each of these resolutions to be passed, at least two thirds of the votes cast must be in favour of the resolution. This Notice of AGM can also be found on the Company's website at www.breedongroup.com/investors/agm. The voting results on the resolutions put to the AGM shall be announced to the market and uploaded onto the Company's AGM webpage following the closure of the meeting. Explanatory notes to each of the resolutions to be proposed at the AGM are set out below.

The Board of Directors (the 'Board') remain committed to allowing shareholders the opportunity to engage with the Board and to facilitate the answering of any questions that shareholders have, or would normally raise during the course of the AGM. A designated questions and answers facility has been created, which can be accessed through our AGM webpage www.breedongroup.com/investors/agm. Questions must be submitted by 9.00am on Tuesday 20 April 2021 and the Board will answer your questions as soon as practical with answers by return of email or posted on the AGM webpage.

The Company will continue to monitor the restrictions put in place in response to COVID-19 and, if circumstances change resulting in the lifting of measures preventing the movement and gathering of people in large numbers ahead of the AGM, it will consider if it is appropriate to open up the AGM for attendance by shareholders. If this is the case, an update will be given on the Company's AGM webpage at www.breedongroup.com/investors/agmand by way of announcement to the London Stock Exchange.

RESOLUTION 1: ANNUAL REPORT AND ACCOUNTS

The Directors of the Company are required to lay the report and accounts of the Company before the shareholders each year at the AGM. The Company's 2020 Annual Report (the 'Annual Report') includes the audited Financial Statements, the Auditor's Report, the Directors' Report, and the Directors' Remuneration Report.

RESOLUTIONS 2 AND 3: REAPPOINTMENT OF AUDITOR AND AUDITOR'S REMUNERATION

The Company is required to appoint an auditor at each general meeting at which accounts are laid to serve until the next such meeting. KPMG LLP has indicated its willingness to continue in office and the Board proposes by Resolution 2 that KPMG LLP be reappointed as auditor of the Company. Resolution 3 authorises the Directors to negotiate and agree the remuneration of the auditor.

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RESOLUTION 4: APPROVAL OF DIRECTORS' REMUNERATION REPORT

The Directors' Remuneration Report, which may be found on pages 76 to 86 of the Annual Report, gives details of the remuneration paid to the Directors for the year ended 31 December 2020. The Company's auditor has audited those parts of the Directors' Remuneration Report required to be audited and their report may be found on pages 94 to 101 of the Annual Report. Shareholders are invited to approve the Directors' Remuneration Report by voting on Resolution

4. This vote is advisory in nature in that payments made or promised to Directors will not have to be repaid, reduced or withheld in the event that the Resolution is not passed.

RESOLUTION 5: RENEWAL OF THE BREEDON GROUP PERFORMANCE SHARE PLAN

The Board seeks authority from shareholders to amend and to continue to operate the Breedon Group Performance Share Plan ('the Plan') for a period of ten years from the date of the 2021 AGM. This is a revised and updated version of the existing plan subject to amendments relating to:

• Remuneration Committee discretion to adjust formulaic vesting outcomes
• Ability to apply post-vesting holding periods to awards
• Updated leaver provisions to reflect recent investor guidance and current market practice
• Added malus and clawback powers

The Plan has been operated by the Company for the benefit of selected employees for many years and was originally approved by shareholders on 23 May 2011. A summary of the principal terms of the updated Plan is set out at Appendix 1 to this notice on pages 9 to 11 and a full copy of the proposed Plan can be found on our AGM webpage www.breedongroup.com/investors/agm.

RESOLUTIONS 6 TO 12: REAPPOINTMENT OF DIRECTORS

The Company's Articles of Association require each Director to submit themselves for reappointment by shareholders at the first AGM after his or her appointment. James Brotherton and Helen Miles both join the Board on 1 April

2021 and will have been appointed to the Board since the last AGM and will therefore stand for reappointment by shareholders. Pat Ward has given notice of his intention to retire from the Board on 31 March 2021 and will therefore not stand for reappointment at the AGM. In line with best corporate governance practice, all of the remaining Directors will also offer themselves for reappointment at the AGM irrespective of their date of appointment and length of service on the Board. Separate resolutions will be proposed for each of these reappointments.

The Directors believe that the Board offers an appropriate balance of knowledge and skills and that the Non-executive Directors are independent in character and judgement. As Chairman, I confirm that the Non-executive Directors continue to demonstrate effective performance and commitment to the role and have sufficient time to meet

their responsibilities.

Biographies of Directors seeking re-election are on page 63 of the Annual Report, with the exception of James Brotherton and Helen Miles which can be found on the Group's website at www.breedongroup.com/investors/agm.

Resolution 6 to reappoint James Brotherton, Chief Financial Officer. James is a chartered accountant and has held previous roles of Chief Financial Officer and Director of Corporate Development. James has significant construction sector and corporate experience in the areas of finance, strategy, operational efficiency, mergers and acquisitions and business integration, which will make him a valued contributor to the Board.

Resolution 7 to reappoint Helen Miles, Non-executive Director. Helen is an experienced finance professional and has a breadth of commercial experience having worked within regulated businesses and sectors. She is Capital and Commercial Services Director for a listed company and has held other executive positions including Chief Financial Officer. Helen brings to the Board key areas of growth strategy, sustainable and customer focussed business experience, and transformation which will complement the Board's skills set.

Resolution 8 to reappoint Amit Bhatia, Non-executive Chairman. Amit has over 15 year's corporate finance and private equity experience. He was previously Executive Chairman of Hope Construction Materials and the knowledge from this role, together with his experience of Chairmanship of other organisations, allows him to use his expertise and entrepreneurial approach to drive the Group and the Board forward.

Resolution 9 to reappoint Carol Hui, Non-executive Director. Carol is currently holding an executive director position as Chief of Staff and General Counsel external to Breedon. She brings to the Board her extensive corporate, commercial and sustainability knowledge together with her experience as a Board Chairman of a listed global company and chair of an audit and risk committee. Carol provides a valuable contribution to the Board's skill set and her role as Designated Non-executive Director for sustainability ensures this is at the forefront of the Board's decision-making.

Resolution 10 to reappoint Moni Mannings, Non-executive Director. Moni is a solicitor with significant and valuable board experience gained in both executive and non-executive positions on various listed companies and a major charity. Moni also has a wealth of experience with regards to equality, diversity and inclusion and brings a diverse perspective to the Board. She has held board positions of senior independent director and remuneration chair, meaning she is ideally placed to be Chair of the Remuneration Committee for Breedon as well as the Designated Non-executive Director for workforce engagement.

BREEDON GROUP NOTICE OF ANNUAL GENERAL MEETING 02

Resolution 11 to reappoint Clive Watson, Non-executive Director. Clive has considerable finance and industrial business experience gained through his executive roles in a variety of organisations and industries which is supported by his membership of both the ICAEW and the Chartered Institute of Tax. Clive has held numerous senior executive and board positions at other companies including prior and current positions as both chair of the audit committee and senior independent director. Clive's extensive knowledge of finance and audit supports his role as Chair of the Audit Committee as well as that of Senior Independent Director at the Company.

Resolution 12 to reappoint Rob Wood, Chief Executive Officer. Rob is a Chartered Accountant with over 15 years' experience in the international building materials industry. Rob's financial and mergers and acquisitions experience provides the Board with a solid awareness and expertise to support the Board with a strong assessment of market opportunities and financial awareness. Rob has worked closely with Pat Ward over the last five years and together with his six years on the Board he has valuable operational experience and fully understands the challenges and opportunities for Breedon.

RESOLUTION 13: DIRECTORS' AUTHORITY TO ALLOT SHARES

The Directors currently have an authority to allot shares in the Company and to grant rights to subscribe for or convert any securities into shares in the Company. This authority is due to lapse at the conclusion of the AGM. The Board is seeking by this ordinary resolution to renew the Directors' authority to allot or grant rights to subscribe for or convert any securities into shares up to 562,000,000 ordinary shares, being approximately one third of the issued ordinary share capital of the Company as at 22 March 2021. As at the date of this letter, no shares are held by the Company

in treasury.

Other than as required pursuant to company share schemes, the Directors have no present intention of exercising the authority under this resolution. Nevertheless the Board wishes to ensure that the Company has maximum flexibility in managing the financial resources of the Company.

RESOLUTION 14: DIRECTORS' GENERAL AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS

This is a special resolution which, if approved, will give the Directors the authority to allot equity securities for cash without first offering them to existing shareholders in proportion to their existing shareholdings. Equity securities include ordinary shares in the Company.

This authority would be limited to a maximum of 84,379,171 ordinary shares representing five per cent of the issued ordinary share capital of the Company as at 22 March 2021. The Directors are making this recommendation to allow the Company flexibility to allot securities and consider that it would be in the best interests of the Company to do so. The amount to be paid to the Company in respect of the equity securities to be allotted will be as determined by the Directors at the time of any such allotment.

In accordance with the Pre-Emption Group's Statement of Principles, the Directors confirm that they do not intend to issue shares for cash representing more than 7.5 per cent of the Company's issued ordinary share capital in any rolling three year period (save in accordance with Resolution 15 below) without prior consultation with shareholders.

RESOLUTION 15: DIRECTORS' AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS IN CONNECTION WITH AN ACQUISITION OR SPECIFIED CAPITAL INVESTMENT

This is a special resolution by which shareholders are being asked to grant the Directors further authority, in addition to the general disapplication of pre-emption rights referred to in relation to Resolution 14 above, to allot up to 84,379,171 ordinary shares, being five per cent of the issued share capital of the Company as at 22 March 2021, without first offering such shares to existing shareholders but only for the purpose of funding one or more acquisitions or specified capital investments as contemplated by the Pre-Emption Group's Statement of Principles published by

the Pre-Emption Group in March 2015.

The Directors are making this recommendation to allow the Company flexibility to allot securities and consider that it would be in the best interests of the Company to do so. The amount to be paid to the Company in respect of the equity securities to be allotted will be as determined by the Directors at the time of any such allotment.

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RESOLUTION 16: AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES

This is a special resolution which seeks the approval of shareholders to renew the existing authority for the Company to purchase its own shares. While the Directors have no current intention of using the authority being sought, they consider it prudent for the Company to have the flexibility to do so if they consider that it would be in the best interests of the Company and could be expected to result in an increase in earnings per share of the Company. Under the terms of the resolution the Company will be generally authorised to make market purchases of up to 168,758,342 ordinary shares, being ten per cent of the issued share capital of the Company as at 22 March 2021.

The maximum and minimum price payable per share will be as set out in the resolution itself. Any shares the Company buys under this authority may either be cancelled or held in treasury. Treasury shares can be re-sold for cash, cancelled or used for the purposes of employee share schemes. No voting rights attach to treasury shares. The Directors believe that it is desirable for the Company to have this choice as holding the purchased shares as treasury shares would give the Company the ability to re-sell or transfer them in the future and so provide the Company with additional flexibility in the management of its capital base. As at 22 March 2021, the total number of options to subscribe for ordinary shares in the Company amounted to 27,006,467. This represented 1.6 per cent of the Company's issued ordinary share capital on that date. If this authority to purchase shares is exercised in full, the options would represent 1.8 per cent of the issued ordinary share capital as at 22 March 2021.

If granted, and unless previously renewed, varied or revoked, each of the authorities described above in respect of Resolutions 13, 14, 15 and 16, shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2022 or at 6.00pm on 19 July 2022 if earlier.

ANNUAL REPORT AND ACCOUNTS

Those shareholders who have elected to receive paper copies of shareholder information will have received a copy of the Annual Report with this letter. For those shareholders who have (or are deemed to have) elected to receive shareholder information electronically via the Company's website, the Annual Report and Accounts for 2020 is available for viewing and downloading online from the Company's website at www.breedongroup.com/investors/ annual-interim-reports. The majority of our shareholders now receive shareholder information electronically and

I would encourage shareholders who have elected to receive information from the Company in hard copy to consider opting to receive publications, including the Annual Report and Accounts, in electronic form.

ACTION TO BE TAKEN

To ensure that your votes are counted at the AGM, we strongly encourage you to appoint the Chairman of the AGM as your proxy as other proxies may not be granted access to the AGM. Shareholders can do this electronically by logging on to www.signalshares.com. Electronic proxy appointments must be received by the Company's registrar no later than 2.00pm on Sunday 18 April 2021 (or not less than 48 hours before the time fixed for any adjourned meeting).

As in 2020, you will not receive a hard copy form of proxy for the 2021 AGM in the post automatically. You may request a hard copy form of proxy directly from the Company's registrar, Link Group. Details of how to request, and complete, a hard copy form of proxy are set out in notes 5, 6, 7 and 8 on page 7 of this document. All proxy instructions must be received by the Company's registrar by no later than 2.00pm on Sunday 18 April 2021.

RECOMMENDATION

The Board considers that all the resolutions to be put to the AGM are in the best interests of the Company and its shareholders as a whole. Your Board will be voting in favour of them in respect of their own shareholdings and unanimously recommends that you do so as well.

Yours faithfully

Amit Bhatia

Chairman 

BREEDON GROUP NOTICE OF ANNUAL GENERAL MEETING 04