HomeServe : Notice of AGM 2022

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt about the action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 immediately.

If you have sold or otherwise transferred all your shares in HomeServe plc ("the Company") you should send this document but not the accompanying proxy form 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.

NOTICE OF ANNUAL GENERAL MEETING

TO BE HELD ON 22 JULY 2022

Notice of the Annual General Meeting to be held on 22 July 2022 is set out on pages 3 and 4 of this circular.

Proxy forms for use at this meeting should be completed and returned as soon as possible and to be valid must arrive no later than 10.00am on 20 July 2022.

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Letter from the Chairman

HomeServe plc

Registered in England No: 2648297 Registered Office: Cable Drive, Walsall WS2 7BN

14 June 2022

To the holders of the Company's Ordinary Shares

Dear Shareholder

Annual General Meeting 2022

I am pleased to enclose the Notice of Meeting for the Annual General Meeting ('AGM') of HomeServe plc ('the Company') which is being held on 22 July 2022.

Both the AGM and the business to be conducted at the AGM will proceed as planned and detailed in this Notice, notwithstanding the ongoing process relating to the recommended offer for the Company by Hestia Bidco Limited, an indirect subsidiary of Brookfield Infrastructure funds announced on 19 May 2022 (the 'Offer').

Included in the business of the AGM are resolutions to receive and adopt the Annual Report and Accounts and the Directors' Remuneration Report for the year ended 31 March 2022, to approve the Directors' Remuneration Policy and the proposed amendment to the rules of the Long-Term Incentive Plan, to re-appoint Deloitte LLP as the Company's auditor and to renew the authorisations to allow the Company to issue and repurchase its shares.

In light of the Offer, the Board is not recommending payment of a final dividend. However, if the Offer terminates, the Board will look to declare an interim dividend in accordance with the Company's Articles of Association (the 'Articles').

In accordance with the UK Corporate Governance Code and the Company's Articles, all of the Directors will stand for reelection to the Board. Biographies for each of the Directors are set out in Appendix 1.

AGM Arrangements

I am pleased to confirm that we are returning to an in-person meeting this year and the meeting will be held at The Hyatt Regency, 2 Bridge Street, Birmingham B1 2JZ.

If you are not able to attend, you may of course exercise your vote on the resolutions under consideration, by appointing the Chair of the AGM or someone else as your proxy.

Shareholders can appoint a proxy by submitting their proxy form or voting instruction by post or online. Proxy appointments or voting instructions should be provided as soon as possible and must be received by Computershare no later than 10.00am on 20 July 2022. Further details on how to appoint a proxy are set out in Appendix 2.

All resolutions will be subject to a poll and the results of the votes on the proposed resolutions will be announced in the normal way, as soon as practicable, after the conclusion of the AGM.

If you have a question or wish to raise a matter of concern in advance of the meeting, please email investors@homeserveplc. com by close of business on Wednesday 20 July 2022. We will endeavour to publish an appropriate summary of responses to questions raised on our website following the AGM.

Recommendation

The Directors consider that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole. The Directors will be voting in favour of them and unanimously recommend that you do so as well.

Yours sincerely

Tommy Breen

Chairman

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Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of HomeServe plc will be held at The Hyatt Regency, 2 Bridge Street, Birmingham B1 2JZ on Friday 22 July 2022 at 10.00am.

Shareholders will be asked to consider, and if thought fit, pass the resolutions below. Voting on all resolutions will be by way of a poll.

Resolutions 1 to 17 and 22 will be proposed as ordinary resolutions, meaning that for each resolution to be passed more than half of the votes cast must be in favour of the resolution. The remaining resolutions will be proposed as special resolutions, meaning that for each resolution to be passed at least 75% of the votes cast must be in favour of the resolution.

1. To receive the Company's Annual Report and Accounts for the year ended 31 March 2022 including the Strategic Report and the Reports of the Directors and the Auditor therein.
2. To approve the Annual Statement by the Chairman of the Remuneration Committee and the Annual Report on Directors' Remuneration, as set out on pages 92 to 120 of the Annual Report and Accounts, for the year ended 31 March 2022.
3. To approve the Directors' Remuneration Policy as set out on pages 97 to 105 of the Annual Report and Accounts.
4. To re-elect Tommy Breen as a Director.
5. To re-elect Ross Clemmow as a Director.
6. To re-elect Roisin Donnelly as a Director.
7. To re-elect Richard Harpin as a Director.
8. To re-elect David Bower as a Director.
9. To re-elect Tom Rusin as a Director.
10. To re-elect Katrina Cliffe as a Director.
11. To re-elect Stella David as a Director.
12. To re-elect Edward Fitzmaurice as a Director.
13. To re-elect Olivier Grémillon as a Director.
14. To re-elect Ron McMillan as a Director.
15. To re-appoint Deloitte LLP as Auditor of the Company until the conclusion of the next Annual General Meeting of the Company at which annual accounts are laid before the Company's shareholders.
16. To authorise the Directors to determine the remuneration of the Auditor.
17. To consider, and if thought fit, pass the following ordinary resolution:

"THAT, in accordance with section 551 of the Companies Act 2006, the Directors be and are hereby generally and unconditionally authorised to exercise all 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 £3,019,612 (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph (B) below in excess of £3,019,612; and
2. comprising equity securities (as defined in the Companies Act 2006) up to an aggregate nominal amount of £6,039,224 (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph (A) above) in connection with any offer by way of rights issue:
3. 1. to ordinary shareholders in proportion (as nearly as practicable) to their existing shareholdings; and
   2. to people who are holders of or otherwise have rights to other equity securities if this is required by the rights of those securities or as the Directors otherwise consider necessary,

and so that, in both cases, the Directors may impose any limits, restrictions, exclusions or other arrangements as they may deem necessary or appropriate in relation to treasury shares, fractional elements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory 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 22 October 2023), but, in each case, prior to its expiry the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority conferred hereby had not expired."

18. Subject to the passing of resolution 17, to consider, and if thought fit, pass the following special resolution:

"THAT the Directors be and are hereby authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be limited:

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1. to the allotment of equity securities and/or sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (B) of resolution 17, by way of a rights issue only) open for acceptance for a period fixed by the Directors to holders of ordinary shares (other than the Company) on the register on a record date fixed by the Directors in proportion (as nearly as may be practicable) to their respective holdings (or to holders of other equity securities, as required by the rights of those securities, or as the Directors otherwise consider necessary) but subject, in each case, to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in or under the laws of any territory or any other matter; and
2. in the case of the authority granted under paragraph (A) of resolution 17 and/or the sale of treasury shares, to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) of this resolution 18) up to a nominal amount of £452,942,

such authority to expire at the end of the next Annual General Meeting of the Company (or, if earlier, on 22 October 2023) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired."

19. Subject to the passing of resolution 17, to consider, and if thought fit, pass the following special resolution:

"THAT the Directors be and are hereby authorised, in addition to any other authority granted under resolution 18, to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:

1. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £452,942; and
2. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors of the Company determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice of Annual General Meeting,

such authority to expire at the end of the next Annual General Meeting of the Company (or, if earlier, on 22 October 2023) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired."

20. To consider, and if thought fit, pass the following special resolution:

"THAT the Company be generally and unconditionally authorised to make one or more market purchases (within the meaning of Section 693(4) of the Companies Act 2006) of ordinary shares in the capital of the Company on such terms and in such manner as the Directors may determine provided that:

1. the maximum number of ordinary shares hereby authorised to be acquired is 33,647,105 ordinary shares;
2. the minimum price (exclusive of expenses) which may be paid for any such share is the nominal value thereof;
3. the maximum price (exclusive of 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 an ordinary 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) an amount equal to the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out at the relevant time (in each case, exclusive of expenses);
4. the authority hereby conferred shall expire at the end of the next Annual General Meeting of the Company (or, if earlier on 22 October 2023), save that the Company may make a contract to purchase its ordinary shares under the authority hereby conferred prior to such time, which contract will or may be executed wholly or partly after the expiry of such authority, and may purchase its shares in pursuance of any such contract as if the authority conferred hereby had not expired."

21. To consider, and if thought fit, pass the following special resolution:

"THAT a general meeting of the Company, other than an Annual General Meeting, may be called on not less than 14 clear days' notice."

22. To consider, and if thought fit, pass the following ordinary resolution:

"THAT the proposed amendment to the rules of the HomeServe 2018 Long Term Incentive Plan to increase the maximum total market value of awards an employee can receive in any financial year from 200% to 350% of base salary be and hereby is approved."

By Order of the Board

Anna Maughan

Company Secretary

Cable Drive, Walsall, WS2 7BN

14 June 2022

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Explanatory Notes to the business of the AGM

Annual Report and Accounts

Resolution 1 deals with the approval of the Annual Report and Accounts for the year ended 31 March 2022..

Remuneration Matters

Resolution 2 deals with the approval of the Directors' Remuneration Report for the year ended 31 March 2022, which is set out on pages 92 to 120 of the Annual Report and Accounts ("the Directors' Remuneration Report").

The Directors are required to prepare the Directors' Remuneration Report, comprising an annual report detailing the remuneration of the Directors and a statement by the Chairman of the Remuneration Committee. The Company is required to seek shareholders' approval in respect of the contents of the Directors' Remuneration Report on an annual basis (excluding the part containing the Directors' Remuneration Policy). As this vote is an advisory vote, no entitlement of a Director to remuneration is conditional on it.

Resolution 3 is seeking approval for the Directors' Remuneration Policy which is set out on pages 97 to 105 of the Annual Report and Accounts. The policy was previously subject to a shareholder vote in 2020.

Directors

All of the Directors will be offering themselves for re-election (in accordance with the provisions of the UK Corporate Governance Code and the Company's Articles). Resolutions 4 to 14 deal with this.

The Chairman is satisfied that, following a continuous process of evaluation, each Director standing for re-election continues to perform their role effectively and makes a valuable contribution to the Board's deliberations and that each continues to demonstrate commitment to the role, including commitment of time to Board and Committee meetings and their other duties.

Tommy Breen, Katrina Cliffe, Roisin Donnelly, Edward Fitzmaurice, Olivier Grémillon and Ron McMillan are considered by the Board to be independent for the purposes of the UK Corporate Governance Code. Stella David is no longer considered to be independent as she has served on the Board for more than nine years.

The Board supports and recommends the proposed appointments.

The skills, experience and specific contribution of each of the Directors are set out in Appendix 1.

Allotment of shares

Resolution 17 is seeking to renew the Directors' general authority to allot shares up to a maximum nominal amount.

Paragraph (A) of this resolution would give the Directors the authority to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares up to an aggregate nominal amount equal to £3,019,612 (representing 112,157,018 ordinary shares). This amount represents approximately one third of the Company's issued ordinary share capital as at 1 June 2022 (being the latest practicable date prior to publication of the Notice of Annual General Meeting).

In line with guidance issued by the Investment Association (the "IA"), paragraph (B) of this resolution would give the Directors authority to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares in connection with a rights issue in favour of ordinary shareholders up to an aggregate nominal amount equal to £6,039,224 (representing 224,314,036 ordinary shares), as reduced by the nominal amount of any allotments or grants under paragraph (A) of this resolution. This amount (before any reduction) represents approximately two thirds of the Company's issued ordinary share capital as at 1 June 2022 (being the latest practicable date prior to publication of the Notice of Annual General Meeting).

The authority sought under this resolution will lapse on the date of the Annual General Meeting of the Company to be held in 2023 or on 23 October 2023, whichever is the earlier.

The Directors have no present intention of allotting any new shares under this authority, other than pursuant to employee share plans. However, the Directors may consider issuing shares if they believe it would be appropriate to do so in respect of business opportunities that may arise consistent with the Company's strategic objectives. In the event the authority is used, the Directors intend to follow best practice regarding its use, as recommended by the IA.

As at 1 June 2022 (being the latest practicable date prior to publication of the Notice of Annual General Meeting), the Company does not hold any shares in treasury.

Disapplication of pre-emption rights

Resolutions 18 and 19 are seeking to renew the Directors' authority to issue shares for cash otherwise than on a pre-emptive basis. These authorities will lapse on the date of the Annual General Meeting of the Company to be held in 2023 or on 22 October 2023, whichever is the earlier.

The power set out in resolution 18 would be limited to up to an aggregate nominal amount of £452,942 (representing 16,823,553 ordinary shares). This aggregate nominal amount represents approximately 5% of the Company's issued ordinary share capital (excluding treasury shares) as at 1 June 2022 (being the latest practicable date prior to publication of the Notice of Annual General Meeting).

In respect of the power under resolution 18, the Board confirms its intention to follow the provisions of the Pre-Emption Group's Statement of Principles regarding cumulative usage of authorities within a rolling 3-year period where the Principles provide that usage in excess of 7.5% of the issued ordinary share capital of the Company (excluding treasury shares) should not take place without prior consultation with the Company's shareholders.

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