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Notice of meeting
This document is important and requires your immediate attention. If you have any doubts about what action you need to take, you should contact your stockbroker, bank manager, solicitor or accountant or other independent professional adviser authorised pursuant to the Financial Services and Markets Act 2000 immediately. If you have sold or transferred all of your holding of ordinary shares you should pass this Notice and accompanying documents to the person through whom the sale or transfer was effected, for transmission to the purchaser or transferee.
Notice is hereby given that the Annual General Meeting of Wolseley plc will be held at Haberdashers’ Hall, 18 West Smithfield, London EC1A 9HQ on Wednesday 28 November 2007 at 12 noon.
As a member of the Company, you are entitled, notwithstanding any provision to the contrary in the Articles of Association of the Company, to appoint a proxy to exercise all or any of your rights to attend and to speak and vote at the Annual General Meeting of the Company.
Routine businessTo consider and, if thought fit, to pass the following resolutions:
Resolution 1That the Directors’ Annual Report and Accounts and the auditors’ report thereon for the year ended 31 July 2007 be received and adopted.
Resolution 2That the Directors’ Remuneration report for the year ended 31 July 2007 be received and adopted.
Resolution 3To declare a final dividend of 21.55 pence per ordinary share.
Resolutions 4, 5 and 6That Messrs Duff, Hornsby and Murray be re-elected as Directors of the Company.
Resolution 7That the auditors PricewaterhouseCoopers LLP be reappointed as the Company’s auditors, until the conclusion of the next Annual General Meeting of the Company.
Resolution 8That the Directors be authorised to agree the remuneration of the auditors.
Non-routine businessTo consider and, if thought fit, to pass the following resolutions which will be proposed as to Resolutions 9, 12 and 13 as ordinary resolutions and as to Resolutions 10, 11, 14 and 15 as special resolutions.
Resolution 9That the Directors be and hereby are generally and unconditionally authorised to exercise all powers of the Company to allot relevant securities (within the meaning of section 80 of the Companies Act 1985 (‘the Act’)), up to a maximum nominal amount of £34,703,160, which authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution and in any event no later than 15 months after the passing of this resolution (unless previously revoked or varied by the Company in general meeting). The power conferred by this resolution shall enable and allow the Directors to make an offer or an agreement before the expiry of the power which would or might require relevant securities to be allotted after such expiry and the Board may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.
Resolution 10That the Directors be and hereby are empowered, pursuant to section 95 of the Companies Act 1985 (‘the Act’), to allot equity securities (as defined in section 94 of the Act) for cash, at any time when they are generally authorised for the purposes of section 80 of the Act, as if section 89 (1) of the Act did not apply to any such allotment, provided that this power shall be limited:
10.1 to the allotment of equity securities in connection with, or pursuant to, a rights issue in favour of the holders of ordinary shares in the Company where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares deemed to be held by them, subject only to such arrangements or exclusions as the Directors may feel necessary or expedient to deal with fractional entitlements otherwise existing or legal or practical problems arising by virtue of shares being represented by depositary receipts or otherwise under the laws of or any other requirements of any regulatory body or stock exchange in any territory or any matter whatsoever; and
10.2 to the allotment (otherwise than pursuant to sub-paragraph 10.1 above) of equity securities up to an aggregate nominal amount of £8,264,842 equal to 5 per cent of the issued ordinary share capital of the Company as at 24 September 2007 and shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution and in any event no later than 15 months after the passing of this resolution.
The power conferred by this resolution shall enable and allow the Directors to make an offer or an agreement before the expiry of the power which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired.
Resolution 11That the Company be and hereby is generally and unconditionally authorised in accordance with Part VII of the Companies Act 1985 (‘the Act’) to make market purchases (within the meaning of section 163 of the Act) of ordinary shares of 25 pence each in the capital of the Company provided that:
11.1 the maximum number of ordinary shares hereby authorised to be purchased is 66,118,736;
11.2 the minimum price which may be paid for each ordinary share is 25 pence, exclusive of expenses;
11.3 the maximum price which may be paid for each ordinary share is, in respect of a share contracted to be purchased on any day, an amount equal to 105 per cent of the average middle market quotations for the ordinary shares of the Company derived from the Daily Official List of the London Stock Exchange on the five business days immediately preceding the day on which the ordinary share is purchased, exclusive of expenses;
11.4 the power hereby granted shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution; and
11.5 the Company may under the authority conferred by this resolution and prior to the expiry of the authority make a contract to purchase its own ordinary shares which will or may be executed wholly or partly after the expiry of the authority and may make a purchase of its own ordinary shares in pursuance of such contract.
Resolution 12That the Company and any company which is or becomes its subsidiary during the period to which this resolution relates, be and is hereby authorised during the period commencing on the date of this Annual General Meeting and ending on the date of the Company’s next Annual General Meeting to:
12.1 make political donations to political parties;
12.2 make political donations to political organisations other than political parties; and/or
12.3 incur political expenditure;
in a total aggregate amount not exceeding £125,000.
For the purposes of this resolution, the terms ‘political donation’, ‘political parties’, ‘political organisation’ and ‘political expenditure’ have the meanings given by sections 363 to 365 of the Companies Act 2006.
Resolution 13That pursuant to Regulation 111 of the Articles of Association of the Company, the total fees payable, in aggregate, to Non Executive Directors be and are hereby increased to £1,000,000 per annum.
Resolution 14That the Articles of Association of the Company be amended by making the alterations marked on the print of the Articles of Association produced to the Meeting marked ‘A’ and initialled by the Chairman for the purposes of identification with effect from the conclusion of the Meeting.
Resolution 15That the Articles of Association of the Company shall be amended with effect from (and including) 1 October 2008 by making the alterations marked on the print of the Articles of Association produced to the Meeting marked ‘B’ and initialled by the Chairman for the purposes of identification.
By order of the Board
Charles P Watters
Group Company Secretary and General Counsel (Interim)
5 October 2007
Wolseley plc
Registered No. 29846, England
Parkview 1220
Arlington Business Park
Theale, Reading RG7 4GA