annual report and financial statements 2009

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action to take, you should consult your stockbroker, solicitor, accountant or other appropriate independent professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all your shares in Henry Boot PLC, please forward this document and the accompanying form of proxy to the person through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

The Board of Henry Boot PLC considers all of the proposed resolutions to be in the best interests of shareholders as a whole and accordingly recommends that shareholders vote in favour of all the resolutions proposed.

Notice of annual general meeting

Notice is hereby given that the Annual General Meeting (AGM) of Henry Boot PLC will be held at Baldwins Omega, Brincliffe Hill, Off Psalter Lane, Sheffield S11 9DF on Friday 28 May 2010, at 12 noon for the following purposes:

To consider and, if thought fit, pass the following resolutions, which will be proposed as to Resolutions 1, 2, 3, 4, 5, 6, 9, 10 and 11 as ordinary resolutions of the Company and as to Resolutions 7 and 8 as special resolutions of the Company.

RESOLUTION 1

To receive the Directors' Report and the Financial Statements for the year ended 31 December 2009.

RESOLUTION 2

To re-appoint J S Reis as a Director, who retires by rotation.

RESOLUTION 3

To re-appoint E J Boot as a Director, who retires by rotation.

RESOLUTION 4

To appoint PricewaterhouseCoopers LLP as auditors of the Company immediately following the conclusion of the meeting.

RESOLUTION 5

To authorise the Directors to fix the auditors' remuneration.

RESOLUTION 6

THAT pursuant to Section 551 of the Companies Act 2006, the Directors be and are generally and unconditionally authorised to exercise all powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £4,341,479, provided that (unless previously revoked, varied or renewed) this authority shall expire on 27 August 2011 or until the next AGM, whichever is the shorter, save that the Company may make an offer or agreement before this authority expires which would or might require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after this authority expires and the Directors may allot shares or grant such rights pursuant to any such offer or agreement as if this authority had not expired. This authority is in substitution for all existing authorities under Section 80 of the Companies Act 1985 (which, to the extent unused at the date of this resolution, are revoked with immediate effect).

RESOLUTION 7

THAT subject to the passing of Resolution 6 and pursuant to Section 570 of the Companies Act 2006, the Directors be and are generally empowered to allot equity securities (within the meaning of Section 560 of the Companies Act 2006) for cash pursuant to the authority granted by Resolution 6 as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:

  1. in connection with an offer of equity securities (whether by way of a rights issue, open offer or otherwise):

    1. to holders of ordinary shares in the capital of the Company in proportion (as nearly as practicable) to the respective numbers of ordinary shares held by them; and
    2. to holders of other equity securities in the capital of the Company, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or any legal or practical problems under the laws of any territory or the requirements of any regulatory body or stock exchange; and

  1. otherwise than pursuant to paragraph (a) of this resolution, up to an aggregate nominal amount of £650,000,

and (unless previously revoked, varied or renewed) this power shall expire on 27 August 2011 or until the next AGM, whichever is the shorter, save that the Company may make an offer or agreement before this power expires which would or might require equity securities to be allotted for cash after this power expires and the Directors may allot equity securities for cash pursuant to any such offer or agreement as if this power had not expired. This power is in substitution for all existing powers under Section 95 of the Companies Act 1985 (which, to the extent unused at the date of this resolution, are revoked with immediate effect).

RESOLUTION 8

THAT pursuant to Section 701 of the Companies Act 2006, the Company be and it is hereby generally and unconditionally authorised to make market purchases (within the meaning of Section 693(4) of the Companies Act 2006) of ordinary shares of 10p each in the capital of the Company (ordinary shares) provided that:

  1. the maximum aggregate number of ordinary shares hereby authorised to be purchased is 11,055,000;
  2. the minimum price (excluding expenses) which may be paid for an ordinary share is 10p;
  3. the maximum price (excluding expenses) which may be paid for an ordinary share is not more than the higher of:

    1. an amount equal to 105% of the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days before the purchase is made; and
    2. an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out;
  4. the authority hereby conferred shall expire at the conclusion of the next AGM of the Company after the passing of this resolution or, if earlier, on 27 August 2011; and
  5. the Company may make a contract to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority.

RESOLUTION 9

THAT the Directors' Remuneration Report for the year ended 31 December 2009 as set out in the 2009 Annual Report and Financial Statements of the Company be and is hereby approved.

RESOLUTION 10

THAT the rules of The Henry Boot PLC 2010 Approved Company Share Option Plan ('the Approved Plan') as summarised within the Directors' Report section of the 2009 Annual Report and Financial Statements and produced in draft to this meeting and for the purposes of identification, initialled by the Chairman, be hereby approved and adopted and the Directors be authorised to make such modifications to the Approved Plan as they may consider appropriate to take account of HM Revenue & Customs and best practice for the implementation of the Approved Plan and to adopt the Approved Plan as so modified and to do all such other acts and things as they may consider appropriate to implement the Approved Plan.

RESOLUTION 11

THAT the rules of The Henry Boot PLC 2010 Sharesave Plan ('the Sharesave Plan') as summarised within the Directors' Report section of the 2009 Annual Report and Financial Statements and produced in draft to this meeting and, for the purposes of identification, initialled by the Chairman, be hereby approved and adopted and the Directors be authorised to make such modifications to the Sharesave Plan as they may consider appropriate to take account of HM Revenue & Customs and best practice for the implementation of the Sharesave Plan and to adopt the Sharesave Plan as so modified and to do all such other acts and things as they may consider appropriate to implement the Sharesave Plan.

By order of the Board


J T SUTCLIFFE

COMPANY SECRETARY
19 APRIL 2010

HENRY BOOT PLC

REGISTERED OFFICE:
BANNER CROSS HALL
ECCLESALL ROAD SOUTH
SHEFFIELD S11 9PD
REGISTERED IN ENGLAND NO. 160996

NOTES

  1. Only holders of ordinary shares in the Company are entitled to attend and vote at the AGM.
  2. The holders of preference shares in the Company are not entitled to attend and vote at the AGM.
  3. The right to vote at the meeting is determined by reference to the register of members. Only those shareholders registered in the register of members of the Company as at 6.00pm on 26 May 2010 (or, if the meeting is adjourned, 6.00pm on the date which is two days before the date of the adjourned meeting) shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries in the register of members after that time shall be disregarded in determining the rights of any person to attend or vote (and the number of votes they may cast) at the meeting.
  4. A shareholder is entitled to appoint another person as his or her proxy to exercise all or any of his or her rights to attend and to speak and vote at the meeting. A proxy need not be a shareholder of the Company.

    A shareholder may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. Failure to specify the number of shares each proxy appointment relates to or specifying a number which when taken together with the numbers of shares set out in the other proxy appointments is in excess of the number of shares held by the shareholder may result in the proxy appointment being invalid.

    A proxy may only be appointed in accordance with the procedures set out in notes 5 and 6 below and the notes to the proxy form. The appointment of a proxy will not preclude a shareholder from attending and voting in person at the meeting.

  5. A form of proxy is enclosed with the notice issued to holders of ordinary shares. When appointing more than one proxy, complete a separate proxy form in relation to each appointment. Additional proxy forms may be obtained by photocopying the proxy form. State clearly on each proxy form the number of shares in relation to which the proxy is appointed.

    To be valid, a proxy form must be received by post or (during normal business hours only) by hand at the offices of the Company's registrars, Capita Registrars, 34 Beckenham Road, Beckenham, BR3 4TU no later than 12 noon on 26 May 2010 (or, if the meeting is adjourned to a time more than 48 hours after the time fixed for holding the original meeting, no later than 24 hours before the time of any such adjourned meeting).

  6. CREST members who wish to appoint a proxy or proxies for the meeting (or any adjournment of it) through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a 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 is 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 Capita Registrars (ID:RA10) no later than 12 noon on 26 May 2010 (or, if the meeting is adjourned to a time more than 48 hours after the time fixed for the holding of the original meeting, no later than 24 hours before the time of any such adjourned meeting). 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 Capita Registrars 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 a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this 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 a CREST Proxy Instruction as invalid in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
  7. A shareholder which is a corporation may authorise one or more persons to act as its representative(s) at the meeting. Each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual shareholder, provided that (where there is more than one representative and the vote is otherwise than on a show of hands) they do not do so in relation to the same shares.
  8. Where a copy of this notice is being received by a person who has been nominated to enjoy information rights under Section 146 of the Companies Act 2006 ('Nominated Person'):

    1. the Nominated Person may have a right under an agreement between him/her and the shareholder by whom he/she was nominated, to be appointed, or to have someone else appointed, as a proxy for the meeting; or
    2. if the Nominated Person has no such right or does not wish to exercise such right, he/she may have a right under such an agreement to give instructions to the shareholder as to the exercise of voting rights.

    9. The statement of the rights of shareholders in relation to the appointment of proxies in notes 4 to 6 above does not apply to a Nominated Person. The rights described in such notes can only be exercised by shareholders of the Company.

  9. A shareholder or shareholders having a right to vote at the meeting and holding at least 5% of the total voting rights of the Company (see note 15 below), or at least 100 shareholders having a right to vote at the meeting and holding, on average, at least £100 of paid up share capital, may require the Company to publish on its website a statement setting out any matter that such shareholders propose to raise at the meeting relating to either the audit of the Company's accounts (including the auditors' report and the conduct of the audit) that are to be laid before the meeting or any circumstances connected with an auditor of the Company ceasing to hold office since the last AGM of the Company in accordance with Section 527 of the Companies Act 2006.

    Any such request must:

      1. identify the statement to which it relates, by either setting out the statement in full or, if supporting a statement requested by another shareholder, clearly identifying the statement which is being supported;
      2. comply with the requirements set out in note 10 below; and
      3. be received by the Company at least one week before the meeting.

        Where the Company is required to publish such a statement on its website:

        1. it may not require the shareholders making the request to pay any expenses incurred by the Company in complying with the request;
        2. it must forward the statement to the Company's auditors no later than the time when it makes the statement available on the website; and
        3. the statement may be dealt with as part of the business of the meeting.
  1. Any request by a shareholder or shareholders to require the Company to publish audit concerns as set out in note 9:
    1. may be made either:
      1. in hard copy, by sending it to the Company Secretary, Henry Boot PLC, Banner Cross Hall, Ecclesall Road South, Sheffield S11 9PD; or
      2. in electronic form, by sending it by e-mail to cosec@henryboot.co.uk. Please state 'Henry Boot PLC: AGM' in the subject line of the email;
    2. must state the full name(s) and address(es) of the shareholder(s); and
    3. where the request is made in hard copy form, it must be signed by the shareholder(s).
  2. Shareholders have the right to ask questions at the meeting relating to the business being dealt with at the meeting in accordance with section 319A of the Companies Act 2006. The Company must answer any such question unless:
    1. to do so would interfere unduly with the preparation for the meeting or would involve the disclosure of confidential information;
    2. the answer has already been given on a website in the form of an answer to a question; or
    3. it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
  3. The following documents will be available for inspection during normal business hours at the offices of DLA Piper UK LLP, 3 Noble Street, London EC2V 7EE from the date of this notice until the time of the meeting. They will also be available for inspection at the place of the meeting from at least 15 minutes before the meeting until it ends:
    1. copy of the draft rules of the Approved Plan; and
    2. copy of the draft rules of the Sharesave Plan.
  4. The information required by Section 311A of the Companies Act 2006 to be published in advance of the meeting, which includes the matters set out in this notice and information relating to the voting rights of shareholders, is available at www.henryboot.co.uk.
  5. Except as expressly provided above, shareholders who wish to communicate with the Company in relation to the meeting should do so using the following means:
    1. telephone 0114 255 5444; or
    2. e-mail to cosec@henryboot.co.uk.

      3. No other methods of communication will be accepted.

  6. The issued ordinary share capital of the Company as at 19 April 2010 was 130,244,385 ordinary shares, carrying one vote each and representing the total number of voting rights in the Company.

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