William Sinclair Holdings PLC

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at the Group‟s new site in Ellesmere Port. The address is William Sinclair Horticulture Limited, Bridges Road, Ellesmere Port, Cheshire CH65 4LB. Attendees should use the North Gate. The meeting will be held on Friday 6 March 2014 at 12 noon for the following purposes:

Resolutions

Ordinary business

To consider and, if thought fit, to pass the following resolutions, which will be proposed as ordinary
resolutions:
1. To receive the directors‟ report and the audited accounts for the year ended 30 September 2014 and
the auditors‟ report on the accounts.
2. To approve the directors‟ remuneration report for the year ended 30 September 2014.
3. To reappoint Mr P D Williams as a director.
4. To reappoint PricewaterhouseCoopers LLP as auditors of the Company, to hold office until the conclusion of the next Annual General Meeting of the Company.
5. To authorise the directors to determine PricewaterhouseCoopers LLP‟s remuneration as auditors of
the Company.
6. To generally and unconditionally authorise the directors to exercise all powers of the Company to allot shares and to grant rights to subscribe for or to convert any security into shares up to an aggregate nominal amount of £2,896,000 comprising:
a. an aggregate nominal amount of £1,448,000 (whether in connection with the same offer or issue as under (b) below or otherwise); and
b. an aggregate nominal amount of £1,448,000 in the form of equity securities (as defined in section 560 of the Companies Act 2006) in connection with an offer or issue by way of rights, open for acceptance for a period fixed by the directors, to holders of ordinary shares (other than the Company) on the register on any record date fixed by the directors in proportion (as nearly as may be) to the respective number of ordinary shares deemed to be held by them, subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever.
c. This authority shall expire (unless previously varied as to duration, revoked or renewed by the Company in general meeting) on 28 June 2016 or, if earlier, at the conclusion of the Annual General Meeting of the Company in 2016, except that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted or such rights to be granted after such expiry and the directors may allot shares or grant such rights in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired.

William Sinclair Holdings PLC

Notice of Annual General Meeting

Special business

To consider and, if thought fit, to pass the following resolutions, which will be proposed as special resolutions:
7. That the directors be empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities (as defined in section 560 of that Act) for cash pursuant to the general authority
conferred on them by resolution 6 and/or to sell equity securities held as treasury shares for cash pursuant to section 727 of the Companies Act 2006, in each case as if section 561 of that Act did not apply to any such allotment or sale, provided that this power shall be limited to:
a. any such allotment and/or sale of equity securities in connection with an offer or issue by way of rights or other pre-emptive offer or issue, open for acceptance for a period fixed by the directors, to holders of ordinary shares (other than the Company) on the register on any
record date fixed by the directors in proportion (as nearly as may be) to the respective number of ordinary shares deemed to be held by them, subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever; and
b. any such allotment and/or sale, otherwise than pursuant to sub-paragraph (a) above, of equity securities having, in the case of ordinary shares, an aggregate nominal value or, in the case of other equity securities, giving the right to subscribe for or convert into ordinary shares having an aggregate nominal value, not exceeding the sum of £217,200.
c. This authority shall expire, unless previously revoked or renewed by the Company in general meeting, at such time as the general authority conferred on the directors by resolution 6 expires, except that the Company may before such expiry make any offer or agreement which would or might require equity securities to be allotted or equity securities held as tr easury shares to be sold after such expiry and the directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.
8. That the Company be and is generally and unconditionally authorised to make market purchases
(within the meaning of section 693(4) of the Companies Act 2006) of its ordinary shares of
25 pence each provided that in doing so it:
a. purchases no more than 2,606,000 ordinary shares in aggregate;
b. pays not less than 25 pence (excluding expenses) per ordinary share; and
c. pays a price per share that is not more (excluding expenses) per ordinary share than the higher of (i) 5 % above the average of the middle market quotations for the ordinary shares as
derived from the London Stock Exchange Daily Official List for the five business days immediately before the day on which it purchases that share and (ii) the price stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation.
d. This authority shall expire at the conclusion of the Company‟s next annual general meeting or within 15 months from the date of passing of this resolution (whichever is the earlier), but the Company may, if it agrees to purchase ordinary shares under this authority before it expires, complete the purchase wholly or partly after this authority expires.
19 January 2015 By Order of the Board Firth Road P D Williams Lincoln Secretary

William Sinclair Holdings PLC

Notice of Annual General Meeting

Notes:

1. A shareholder is entitled to appoint another person as that shareholder‟s proxy to exercise all or any of that shareholder‟s rights to attend and to speak and vote at the AGM. A shareholder
may appoint more than one proxy in relation to the AGM, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy does not need to be a shareholder of the Company. A proxy is legally required to vote in accordance with any voting instructions given by his appointing shareholder.
2. A form of proxy for use in connection with the AGM is enclosed with the document of which this notice forms part. If you do not have a form of proxy and believe that you should, please contact the Company‟s registrars, Capita Asset Services, on 0871 664 0300 (calls cost 10p a minute plus network extras, lines are open 8.30am-5.30pm Mon-Fri) or at PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Completion and return of a form of proxy will not prevent a shareholder from attending and voting at the AGM. Addresses (including electronic addresses) in this document are included strictly for the purposes specified and not for any other purpose.
3. To appoint a proxy or proxies shareholders must complete: (a) a form of proxy, sign it and return it, together with the power of attorney or any other authority under which it is signed, or
a notarially certified copy of such authority, to the Company‟s registrars, Capita Asset Services; or (b) a CREST Proxy Instruction (see note 4 below) in each case so that it is received no later than 12 noon on Wednesday 4 March 2015. All multiple proxies should be returned together in the same envelope.
4. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) of the meeting by using the procedures described in the CREST Manual (available via http://www.euroclear.com/CREST). CREST Personal Members or other CREST sponsored members and those CREST members who have appointed any voting service provider(s) should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited‟s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company‟s agent (ID RA10) by the latest time for receipt of proxy appointments set out in paragraph 3 above. 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 agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore
apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed any voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as is necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this

William Sinclair Holdings PLC

Notice of Annual General Meeting

connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in
Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
5. Only those shareholders included in the register of members of the Company at 6.00 p.m. on
4 March 2015 or, if the meeting is adjourned, in the register of members at 6.00 p.m. on the day which is two working days before the time for holding any adjourned meeting, will be entitled
to attend and to vote at the AGM in respect of the number of shares registered in their names at that time. Changes to entries on the share register after the relevant deadline will be disregarded in determining the rights of any person to attend or vote at the AGM.
6. Copies of the directors‟ service contracts and letters of appointment are available for inspection at the Company‟s registered office during normal business hours on any weekday (excluding Saturdays, Sundays and public holidays) until the end of the AGM and will also be available
for inspection at the place of the AGM for at least 15 minutes before and during the AGM.

William Sinclair Holdings PLC

Notice of Annual General Meeting EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

The following notes provide an explanation as to why the resolutions set out in the notice are to be put to shareholders.

Resolutions 1 to 6 are ordinary resolutions. These resolutions will be passed if more than 50% of the votes cast for or against are in favour.

Resolution 1 - Laying of Accounts

The directors are required by the Companies Act 2006 to present to the shareholders of the Company at a general meeting the reports of the directors and auditors, and the audited accounts of the Company, for the year ended 30 September 2014. The report of the directors and the audited accounts have been approved by the directors, and the report of the auditors has been approved by the auditors, and a copy of each of these documents may be found in the annual report and accounts, starting at page 2.

Resolution 2 - Remuneration Report

Although it is not required to do so by law, in order to demonstrate its commitment to following best practice in corporate governance and executive remuneration, the Company prepares an annual report on the remuneration of its directors (the Directors‟ Remuneration Report), which is included in the annual report and accounts, starting at page 24. Shareholders are asked to approve this Report. If the report is not approved, the directors will still be paid, but the Remuneration Committee will reconsider its policy.

Resolutions 3 - Reappointment of Mr P D Williams

The Company‟s articles of association require that one third of the directors, including any appointed in the year, must retire each year, although they may offer themselves for reappointment. There were no appointments to the Board since the last AGM. Mr P D Williams retires by rotation and was last reappointed in February 2013. Biographical information for all the directors in the year to 30 September
2014 is shown on page 4 of the annual report and accounts.

Resolution 4 - Auditors' appointment

The Companies Act 2006 requires that auditors be appointed at each general meeting at which accounts are laid, to hold office until the next such meeting. This resolution seeks shareholder approval for the reappointment of PricewaterhouseCoopers LLP. The Audit Committee keeps under review the independence and objectivity of the external auditors, further information on which can be found in the annual report and accounts. After considering relevant information the Audit Committee recommended to the board of directors that PricewaterhouseCoopers LLP be reappointed.

Resolution 5 - Auditors' remuneration

This resolution gives the directors the authority to determine the remuneration of the auditors for the audit work to be carried out by them in the next financial year. The amount of the remuneration paid to the auditors for the next financial year will be disclosed in the next audited accounts of the Company.

Resolution 6 - Authority to the directors to allot shares

The Companies Act 2006 provides that the directors may only allot shares or grant rights to subscribe for or to convert any security into shares if authorised by shareholders to do so. Resolution 6 will, if passed, authorise the directors to allot shares up to a maximum nominal amount of £2,896,000, which represents an amount which is approximately equal to two-thirds of the issued ordinary share capital of the Company as at 19 January 2015, the latest practicable date prior to the publication of the notice. As at that date, the Company did not hold any treasury shares.
As provided in paragraph (a) of the resolution, up to half of this authority (equal to one-third of the issued share capital of the Company) will enable directors to allot and issue new shares in whatever manner (subject to pre-emption rights) they see fit. Paragraph (b) of the resolution provides that the remainder of

William Sinclair Holdings PLC

Notice of Annual General Meeting

the authority (equal to a further one-third) may only be used in connection with a rights issue in favour of ordinary shareholders. As paragraph (a) imposes no restrictions on the way the authority may be exercised, it could be used in conjunction with paragraph (b) so as to enable the whole two-thirds
authority to be used in connection with a rights issue. Where usage of this authority exceeds the one-third of the issued share capital, the directors intend to follow emerging best practice as regards its use (including as to the requirement for directors to stand for re-election). The authority will expire at the earlier of the conclusion of the next annual general meeting of the Company and 28 June 2016.
Passing this resolution will ensure that the directors continue to have the flexibility to act in the best interests of shareholders, when opportunities arise, by issuing new shares. There are no current plans to issue new shares except in connection with employee share schemes. The Company does not at present hold any shares in treasury.

Resolutions 7 and 8 are special resolutions. These resolutions will be passed if not less than 75% of the votes cast for and against are in favour.

Resolution 7 - Disapplication of statutory pre-emption rights

The Companies Act 2006 requires that, if the Company issues new shares, or grants rights to subscribe for or to convert any security into shares, for cash or sells any treasury shares, it must first offer them to existing shareholders in proportion to their current holdings. It is proposed that the directors be authorised to issue shares for cash and/or sell shares from treasury (if any are so held) up to an aggregate nominal amount of £217,200 (up to 868,800new ordinary shares of 25 pence each) (representing approximately
5% of the Company‟s issued share capital as at 19 January 2015, the latest practicable date prior to the publication of the notice) without offering them to shareholders first, and to modify statutory pre-emption rights to deal with legal, regulatory or practical problems that may arise on a rights or other pre-emptive offer or issue. If passed, this authority will expire at the same time as the authority to allot shares given pursuant to Resolution 6.

Resolution 8 - Purchase of own shares by the Company

If passed this resolution will grant the Company authority for a period of up to 15 months after the date of passing of the resolution to buy its own shares in the market. The resolution limits th e number of shares that may be purchased to 15% of the Company‟s issued share capital as at 19 January 2015, the latest practicable date prior to the publication of the notice. The price per ordinary share that the Company may pay is set at a minimum amount (excluding expenses) of 25 pence per ordinary share and a maximum amount (excluding expenses) of the higher of: (i) 5% over the average of the previous five days‟ middle market prices; and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out. This authority will only be exercised if market conditions make it advantageous to do so.
The directors‟ present intention is that shares purchased pursuant to this authority (to the extent statutory requirements are met and provided any treasury shares held do not exceed 10% of the Company‟s issued share capital) will be held in treasury for future cancellation, sale for cash, or transfer to an employee share scheme, although they may be cancelled immediately on repurchase in the light of circumstances at the time. The effect of any cancellation would be to reduce the number of shares in issue. For most purposes, while held in treasury, shares are treated as if they have been cancelled (for example, they carry no voting rights and do not rank for dividends). The directors will only make purchases under this authority if they believe that to do so would result in an increase in earnings per share for the remaining shareholders and was in the best interests of shareholders generally.
As at 19 January 2015, which is the latest practicable date prior to the publication of the notice, the total number of options, warrants and loan note conversion rights to subscribe for ordinary shares of 25 pence each in the Company was 462,281, 5,665,000 and 5,182,390 respectively, representing a total of 65.1% of the issued share capital of the Company at that date. If the proposed market purchase authority were to be used in full and all of the repurchased shares were cancelled (but the Company‟s issued share capital otherwise remained unaltered), the total number of options, warrants and loan note conversion rights to subscribe for ordinary shares of 25 pence each in the Company at that date would represent approximately
76.6% of the Company‟s issued share capital.

Form of Proxy for use at the William Sinclair Holdings PLC Annual General Meeting

I/We the undersigned, being (a) member(s) of WILLIAM SINCLAIR HOLDINGS PLC, hereby appoint the Chairman of the Meeting or*
…….…………………………………………………………………………………………………...
as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 6 March 2015 at 12.00 noon and any adjournment thereof.
I/We direct my/our proxy to vote on the resolutions as set out in the Notice convening the Annual General
Meeting as follows:

Ordinary Resolutions:

1. To adopt the Director‟s Report, Accounts and the

Auditors‟ Report for the year ended

30 September 2014

2. To approve the directors‟ remuneration report for

the year ended 30 September 2014

3. To re-appoint Mr P D Williams as a director of the

Company

4. To re-appoint the auditors, Pricewaterhouse

Coopers LLP

5. To authorise the directors to fix the auditors‟

remuneration

6. To authorise the directors to exercise all powers of the Company to allot shares

Special Resolutions:

7. To disapply pre-emption rights

8. To authorise the Company to buy its own shares in the market

Please tick here if this proxy is one of multiple appointments being made
Enter number of shares in relation to which your proxy is authorised to vote or leave blank
to authorise your proxy to act in relation to your full voting entitlement
Signed this …………………….. day of ………………………… 2015
Member‟s name (in block letters) …………………………………………………………………...
Member‟s signature ………………………………………………………………………………… Address ……………………………………………………………………………………………..

* If any other proxy is preferred, strike out the words "the Chairman of the Meeting or‟ above and add the name of the proxy you wish to appoint. The alterations should be initialled.

† Unless otherwise directed, the proxy holder will abstain or vote as he thinks fit in respect of the member‟s total holding.

In the case of joint holders, the signature of the first-named holder is sufficient.

If the member is a corporation the proxy must be executed either under its common seal or under the hand of an office or attorney duly authorised in writing.

This Form of Proxy, to be valid, must be lodged at Capita Asset Services, Proxy Department, 34 Beckenham Road, Beckenham, Kent BR3 4TU, not later than 48 hours before the time fixed for the Meeting. Deposit of a proxy will not prevent a member from otherwise attending and voting at this meeting.

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