HomeServe : Notice of AGM 2021

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 16 JULY 2021

Notice of the Annual General Meeting to be held on 16 July 2021 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 14 July 2021.

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Letter from the Chairman

HomeServe plc

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

8 June 2021

To the holders of the Company's Ordinary Shares

Dear Shareholder

Annual General Meeting 2021

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 16 July 2021.

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 2021, 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 accordance with the UK Corporate Governance Code and the Company's Articles of Association ('the Articles'), all of the Directors will stand for election or re-election to the Board. Biographies for each of the Directors are set out in Appendix 1.

Important changes to our AGM

The AGM is an important event in the Company's corporate calendar and our preference had been to welcome shareholders in person to our 2021 AGM, particularly given the constraints we faced in 2020 due to the COVID-19 pandemic. However, at the time of publication of this Notice, it is not possible for the Board to predict with certainty what, if any, Government restrictions on public meetings or travel will be in place on the day scheduled for the AGM. The Board believe that, notwithstanding the planned relaxation of Government restrictions on the holding of events, restrictions, including around international travel, are likely to remain, and a cautious approach to situations (particularly large indoor events) that appear to carry a higher COVID-19 transmission risk is appropriate.

The health and wellbeing of our shareholders, employees and customers is of paramount importance to us and the Board do not believe it would be appropriate to encourage shareholders to travel to a physical meeting (as well as requiring the attendance of the staff needed to run the event). Accordingly, the Board has agreed that we should again scale back our AGM this year. The meeting will be held at our registered office, which will have limited capacity. Shareholders and corporate representatives are therefore strongly encouraged not to attend in person or appoint any proxy other than the Chair of the AGM to attend.

The AGM is expected to be purely functional, principally putting the resolutions to shareholders and calling the poll. To ensure that the legal requirements to hold the AGM are satisfied, we will arrange for a limited number of officers or employees of the Company to be present to form a quorum under the Company's Articles.

Due to the expected ongoing travel restrictions, we will not be able to have the whole Board present at the meeting as a number of the Directors are based outside the UK. There will be no presentations on the Company's business and no refreshments will be available.

Shareholders are encouraged to exercise their vote on the resolutions under consideration, by appointing the Chair of the AGM as their proxy, rather than a named individual. This will ensure that your vote will be counted.

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 14 July 2021. 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.

Despite our strong encouragement that shareholders do not attend the AGM in person, we understand that the meeting is an opportunity for shareholders to ask questions of the Board in relation to the business of the Company, and we welcome questions from our shareholders. If you have a question or wish to raise a matter of concern, please email [e-mail] by close of business on Wednesday 14 July 2021. We will endeavour to publish an appropriate summary of responses to questions raised on our website following the AGM.

The health and safety of our colleagues and shareholders is very important to us. For any shareholder who does seek to attend in person against our recommendation, strict health and safety measures will be enforced.

The Company will continue to closely monitor the latest COVID-19 legislation and guidance issued by the UK Government. However, given the constantly evolving nature of the situation, even if it subsequently becomes possible to welcome a number of shareholders to an AGM venue under Government guidance, attendance in person is likely to be restricted in terms of numbers and we would therefore still strongly encourage shareholders not to attend the AGM in person. The Company will notify shareholders as soon as reasonably practicable of any proposed changes to the arrangements for the meeting via a Regulatory Information Service.

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 Cable Drive, Walsall WS2 7BN on Friday 16 July 2021 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 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 2021 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 118 of the Annual Report and Accounts, for the year ended 31 March 2021.
3. To approve a final dividend of 19.8p per ordinary share for the year ended 31 March 2021 to be paid on 2 August 2021 to shareholders on the Register of Members at 6.00pm on 2 July 2021.
4. To elect Tommy Breen as a Director.
5. To elect Ross Clemmow as a Director.
6. To 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 £3,015,788 (such amount to be reduced by the nominal amount of any allotments or grants made under paragraph (B) below in excess of £3,015,788; and
2. comprising equity securities (as defined in the Companies Act 2006) up to an aggregate nominal amount of £6,031,577 (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,
4. 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 16 October 2022), 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 £452,368,

such authority to expire at the end of the next Annual General Meeting of the Company (or, if earlier, on 16 October 2022) 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 £452,368; 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 16 October 2022) 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 33,604,500 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 16 October 2022), 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."

By Order of the Board

Anna Maughan

Company Secretary

Cable Drive, Walsall, WS2 7BN

8 June 2021

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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 2021.

Remuneration Matters

Resolution 2 deals with the approval of the Directors' Remuneration Report for the year ended 31 March 2021, which is set out on pages 92 to 118 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, which is set out on pages 97 to 104 of the Annual Report and Accounts). As this vote is an advisory vote, no entitlement of a Director to remuneration is conditional on it.

Dividend

Resolution 3 deals with the approval of the final dividend recommended by the Board of 19.8p per ordinary share which is proposed to be paid on 2 August 2021 (subject to shareholder approval) to shareholders on the Register of Members at 6.00pm on 2 July 2021.

Directors

All of the Directors will be offering themselves for election or 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 took over as Chairman on 19 May 2021 and is seeking election at the AGM. He was appointed following a comprehensive recruitment process which was led by the Senior Independent Director. During the process, he met with all members of the Board and this enabled them to assess his suitability for the role. Tommy is an experienced non-executive director and until 2017 was Chief Executive of DCC plc, the FTSE 100 listed international sales, marketing and support services group, where he spent a highly successful 30 year career. A chartered accountant by training, Tommy brings to HomeServe an extensive track record of delivering sustainable growth in a diverse, international business, both organically and by acquisition. Tommy joined the Board on 27 January 2021 and has worked closely with the outgoing Chairman, Barry Gibson, to achieve a smooth handover of responsibilities.

In March, two other new Directors joined the Board; Ross Clemmow as CEO EMEA and Roisin Donnelly as a Non-Executive Director. Ross brings considerable digital and consumer expertise to HomeServe's Executive team. Since 2019, he has fulfilled the dual role of CEO of WiggleCRC, the international online sports retailer, and Managing Director within the Operational Support Group of Bridgepoint, where he has been responsible for improving digital capability across Bridgepoint's portfolio. Prior to this, Ross held senior retail management roles at Debenhams and Argos. Ross's appointment frees up Tom Rusin to focus on a US- based role as Chief Executive, North America, with responsibility there for Membership and HVAC. Tom retains global product responsibility for utility-based Membership.

Roisin spent 30 years with Procter & Gamble and has undertaken advisory roles with Facebook, John Lewis and Coca-Cola European Partners, along with non-executive positions with family owned, private equity backed and listed businesses and this has enabled her to add immediate value to our Board discussions.

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.

Auditor

Resolution 15 deals with the re-appointment of Deloitte LLP as auditor, and resolution 16 authorises the Directors to determine their remuneration.

The Auditors of the Company must be appointed or re-appointed at every annual general meeting at which accounts are presented. On the recommendation of the Audit Committee, the Board proposes the re-appointment of the Company's existing Auditors, Deloitte LLP. Deloitte LLP has confirmed its willingness to continue in office as Auditors of the Company. If resolution 15 is approved, Deloitte LLP will be re-appointed until the conclusion of the next annual general meeting.

The remuneration of the Auditors must also be fixed by the Company in a general meeting or in such manner as the Company may determine in a general meeting. Resolution 16 gives authority to the Directors to determine the remuneration of the Company's Auditors. It is normal practice for the Company's Directors, acting through the Audit Committee, to be authorised to determine the Auditors' remuneration.

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