Travis Perkins : sites/travis perkins/files/merger docs/class 1 circular

DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately and should consult your stockbroker, bank manager, solicitor, accountant or other appropriate professional independent adviser authorised under the Financial Services and Markets Act 2000 ("FSMA") immediately, if you are in the United Kingdom, or from another appropriately authorised independent professional adviser, if you are taking advice in a territory outside the United Kingdom.

If you sell or transfer or have sold or otherwise transferred all of your Travis Perkins Shares, please send this document, together with the other accompanying documents, at once 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. However, such documents should not be forwarded, distributed or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you have sold part of your holding of shares in Travis Perkins plc ("Travis Perkins" or the "Company"), please retain this document and the other accompanying documents and contact immediately the bank, stockbroker or other agent through whom the sale or transfer was effected.

Travis Perkins plc

(Incorporated in England and Wales with registered number 824821)

Proposed demerger of the Wickes Group from the Travis Perkins Group and the Travis Perkins Share Consolidation

Circular to Shareholders

and

Notice of General Meeting

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of Travis Perkins which is set out in Part II: "Letter from the Chairman of Travis Perkins plc" of this document and which recommends you to vote in favour of the Resolutions to be proposed at the General Meeting referred to below.

Notice of a General Meeting of Travis Perkins to be held at Ryehill House, Rye Hill Close, Lodge Farm Industrial Estate, Northampton NN5 7UA at 10.45 a.m. or, if later, at the time which is immediately after the 2021 annual general meeting convened for the same place and day shall have been concluded or adjourned on 27 April 2021 is set out at the end of this document. Due to COVID-19 restrictions, we have to insist on non-attendance by shareholders (or any proxies or corporate representatives) at the General Meeting venue and we request that they do not travel to the venue on the day. You will be able to attend the General Meeting via the live webcast which will be broadcast from Travis Perkins' offices in Northampton by our partner Lumi. You will need to use Lumi's web platform to access the webcast athttps://web.lumiagm.com. Full details of how to access the General Meeting via Lumi's platform are set out on page 96. There are a variety of ways for you to register your vote. You can register your proxy vote electronically by logging on towww.travisperkins-shares.com; or you can download, complete and return a paper Proxy Form from Travis Perkins' website atwww.travisperkinsplc.co.uk(or request a copy from Travis Perkins' Registrar, Link Group). A Proxy Form must be completed, signed and returned so as to be received by Travis Perkins' Registrar as soon as possible but, in any event, so as to arrive no later than 10.45 a.m. on 23 April 2021. In addition, CREST members may use the CREST electronic proxy appointment service and institutional investors may use the Proxymity platform to appoint a proxy electronically, details of which are set out in Notes 4 and 5 respectively of the Notice of General Meeting set out at the end of this document. Submission of a Proxy Form will not prevent members from attending via the webcast and voting at the General Meeting itself via the Lumi platform should they wish to do so.

Applications will be made to the FCA for all of the ordinary shares of Wickes Group plc (the "Wickes Shares") to be admitted to the premium listing segment of the Official List of the FCA (the "Official List") and to trading on the main market of the London Stock Exchange plc (the "London Stock Exchange") for listed securities (together, "Admission"). It is expected that Admission will become effective, and that dealings in the Wickes Shares will commence, at 8.00 a.m. (London time) on 28 April 2021. No application is currently intended to be made for the Wickes Shares to be admitted to listing or dealing on any other exchange.

Applications will also be made to the FCA for all of the New Travis Perkins Shares arising from the Travis Perkins Share Consolidation to be admitted to the premium listing segment of the Official List and to trading on the main market of the London Stock Exchange for listed securities (together, the "Travis Perkins Admission"). It is expected that such admission to listing will become effective, and that dealings in the New Travis Perkins Shares will commence, at 8.00 a.m. on 29 April 2021.

For a discussion of certain risk factors which should be taken into account when considering what action you should take in connection with the General Meeting, please see Part IV: "Risk Factors" of this document.

Citigroup Global Markets Limited ("Citi") is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and the FCA. Citi is acting as financial adviser and sponsor exclusively for the Company and Wickes Group plc ("Wickes") and for no one else in connection with the Demerger, Admission, Travis Perkins Admission or any other matters referred to in this document and will not be responsible to anyone other than the Company and Wickes for providing the protections afforded to clients of Citi nor for providing advice in connection with the Demerger, Admission, Travis Perkins Admission, or any other matters referred to in this document. Neither Citi nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with the Demerger, Admission, Travis Perkins Admission, this document, any statement contained herein, or otherwise.

Apart from the responsibilities and liabilities, if any, which may be imposed on Citi by FSMA or the regulatory regime established thereunder or under the regulatory regime of any other applicable jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Citi nor any of its affiliates, directors, officers, employees or advisers accepts any responsibility whatsoever for the contents of this document, including its accuracy, completeness and verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or its subsidiaries, Wickes Shares, New Travis Perkins Shares, or the Demerger, Admission or Travis Perkins Admission. Citi and its affiliates, directors, officers, employees or advisers accordingly disclaim, to the fullest extent permitted by applicable law, all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise be found to have in respect of this document or any such statement. No representation or warranty, express or implied, is made by Citi or any of its affiliates, directors, officers, employees or advisers as to the accuracy, completeness, verification or sufficiency of the information set out in this document, and nothing in this document will be relied upon as a promise or representation in this respect, whether to the past or future.

Deutsche Bank AG is a joint stock corporation incorporated with limited liability in the Federal Republic of Germany, with its head office in Frankfurt am Main where it is registered in the Commercial Register of the District Court under number HRB 30 000. Deutsche Bank AG is authorised under German banking law. The London branch of Deutsche Bank AG is registered in the register of companies for England and Wales (registration number BR000005) with its registered address and principal place of business at Winchester House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank AG is authorised and regulated by the European Central Bank and the German Federal Financial Supervisory Authority (BaFin). With respect to activities undertaken in the UK, Deutsche Bank AG is authorised by the PRA with deemed variation of permission. It is subject to regulation by the FCA and limited regulation by the PRA. Details about the Temporary Permissions Regime, which allows EEA-based firms to operate in the UK for a limited period while seeking full authorisation, are available on the FCA's website. In connection with the Demerger, Admission and Travis Perkins Admission, Deutsche Bank AG is acting through its London branch ("Deutsche Bank" and, together with Citi, the "Joint Sponsors"). Deutsche Bank is acting as financial adviser and sponsor exclusively for the Company and Wickes and no one else in connection with the Demerger, Admission and Travis Perkins Admission, and Deutsche Bank will not regard any other person (whether or not a recipient of this document) as a client in relation to the Demerger, Admission or Travis Perkins Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Demerger, Admission or Travis Perkins Admission or any other transaction, matter or arrangement referred to in this document.

Apart from the responsibilities and liabilities, if any, which may be imposed on Deutsche Bank by FSMA or the regulatory regime established thereunder or under the regulatory regime of any other applicable jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Deutsche Bank nor any of its affiliates, directors, officers, employees or advisers accepts any responsibility whatsoever for the contents of this document, including its accuracy, completeness and verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or its subsidiaries, Wickes Shares, New Travis Perkins Shares, or the Demerger, Admission or Travis Perkins Admission or otherwise. Deutsche Bank and its affiliates, directors, officers, employees or advisers accordingly disclaim, to the fullest extent permitted by applicable law, all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise be found to have in respect of this document or any such statement. No representation or warranty, express or implied, is made by Deutsche Bank or any of its affiliates, directors, officers, employees or advisers as to the accuracy, completeness, verification or sufficiency of the information set out in this document, and nothing in this document will be relied upon as a promise or representation in this respect, whether to the past or future.

The distribution of this document in certain jurisdictions may be restricted by law and, therefore, persons into whose possession this document comes should inform themselves about and observe any such restrictions in relation to Wickes Shares, New Travis Perkins Shares or this document, including those in the paragraphs that follow. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Except in the United Kingdom, no action has been taken or will be taken in any jurisdiction that would permit possession or distribution of this document in any country or jurisdiction where action for that purpose is required. Accordingly, this document may not be distributed or published in any jurisdiction where to do so would breach any securities laws or regulations of any such jurisdiction or give rise to an obligation to obtain any consent, approval or permission, or to make any application, filing or registration. Failure to comply with these restrictions may constitute a violation of the securities laws or regulations of such jurisdictions.

No person has been authorised to give any information or to make any representations in connection with the Demerger other than the information and representations contained in this document and, if any other information or representations is or are given or made, such information or representations must not be relied upon as having been authorised by or on behalf of the Company, the Directors, Citi or Deutsche Bank. Citi, Deutsche Bank and their affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to, the Company, Wickes and their respective affiliates, for which they have received customary fees. Citi, Deutsche Bank and their respective affiliates may provide such services to the Company, Wickes and their respective affiliates in the future.

The Wickes Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. The Wickes Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, and none of the foregoing authorities has passed upon or endorsed the merits of the Wickes Shares or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

This document is dated 24 March 2021.

TABLE OF CONTENTS

Page

EXPECTED TIMETABLE OF PRINCIPAL EVENTS ....................................................................... 5

IMPORTANT INFORMATION ......................................................................................................... 6

PART I ACTION TO BE TAKEN ...................................................................................................... 9

PART II LETTER FROM THE CHAIRMAN OF TRAVIS PERKINS PLC ........................................ 11

PART III QUESTIONS AND ANSWERS ON THE DEMERGER ..................................................... 28

PART IV RISK FACTORS ............................................................................................................... 35

PART V HISTORICAL FINANCIAL INFORMATION ON THE WICKES GROUP ........................... 40

PART VI UNAUDITED PRO FORMA FINANCIAL INFORMATION FOR THE

POST-DEMERGER TRAVIS PERKINS GROUP ............................................................. 43

PART VII TAXATION ....................................................................................................................... 49

PART VIII ADDITIONAL INFORMATION ........................................................................................ 56

PART IX DEFINITIONS AND GLOSSARY ..................................................................................... 82

NOTICE OF GENERAL MEETING ................................................................................................. 89

EXPECTED TIMETABLE OF PRINCIPAL EVENTSEvent

Latest time and date for receipt of Proxy Forms and CREST electronic proxy appointment instruction for the General Meeting

Publication of this Circular and the Wickes Prospectus 2021 AGM

General Meeting

Announcement of result of General MeetingLatest time and date for transfers of Travis Perkins Shares to be registered in order for the transferee to be registered at the Record Time

Record Time for determining entitlement to the Demerger Dividend

Demerger Dividend of Wickes Shares to Shareholders

Admission and commencement of dealings in Wickes Shares on the London Stock Exchange

CREST accounts credited in respect of Wickes Shares in uncertificated form

Record Time for the Travis Perkins Share Consolidation Travis Perkins Share Consolidation becomes effective

Travis Perkins Admission and commencement of dealings in the New Travis Perkins Shares on the London Stock Exchange

CREST accounts credited in respect of New Travis Perkins Shares in uncertificated form

Posting of share certificates for Wickes Shares in certificated form

Posting of share certificates for New Travis Perkins Shares in certificated form

Posting of cheques, CREST accounts credited or payment by BACS in respect of fractional entitlements arising from the Travis Perkins Share Consolidation

Notes:

All references to time in this document are to London time unless otherwise stated.

Time and date 10.45 a.m. on 23 April 2021

24 March 2021

10.00 a.m. on 27 April 2021

10.45 a.m. on 27 April 2021 or, if later, at the time which is immediately after the 2021 AGM

27 April 2021 (after the General Meeting)

6.00 p.m. on 27 April 2021

6.00 p.m. on 27 April 2021

after 6.00 p.m. on 27 April 2021 8.00 a.m. on 28 April 2021

As soon as practicable after 8.00

a.m. on 28 April 2021

6.00 p.m. on 28 April 2021

after 6.00 p.m. on 28 April 2021

8.00 a.m. on 29 April 2021

As soon as practicable after 8.00 a.m. on 29 April 2021

Week commencing 10 May 2021

Week commencing 10 May 2021

Week commencing 10 May 2021

The dates given are based on Travis Perkins' current expectations and may be subject to change. If any of the times or dates above change, Travis Perkins will give notice of the change by issuing an announcement through a Regulatory Information Service.

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