TPK Travis Perkins Plc

Travis Perkins plc (the “Company”)

Statement regarding shareholder consultation following

voting at the 2024 Annual General Meeting (“AGM”)

As announced following the Company's AGM on 22 April 2024, 79.06% of votes cast were in favour of resolution 3 and 76.41% of votes cast were in favour of resolution 12.  The details of those resolutions were:

Resolution 3:  To receive and approve the Directors’ remuneration policy, which is contained in the Directors’ remuneration report as set out on pages 112 to 119 of the Annual Report and Accounts for the financial year ended 31 December 2023 which will take effect from the date of its approval.

Resolution 12: To re-elect Jasmine Whitbread as a Director of the Company.

Addressing resolution 12 first, Jasmine Whitbread stood down from the Board of the Company on 31 May 2024.  A rigorous and extensive search process led to the appointment in July of Geoff Drabble to the Board as a Non-executive Director & Chair Designate.  He joined the Board on 1 October 2024 and will take up the position of Chair of the Board as soon as his capacity allows.  In the meantime, Jez Maiden (Senior Independent Director) is acting as Interim Chair of the Board.

In relation to resolution 3, the Company engaged with shareholders, first to seek confirmation of how they cast their vote at the AGM, subsequently following up, where shareholders sought further engagement, to gain a better understanding of why they voted as they did.  Either through initial responses received, through further engagement, or as a result of previously articulated positions, the Company believes that it understands the rationale behind the majority of votes which did not support resolution 3.  The consistent theme identified was a lack of support, in the context of current underlying performance, for elements of the Company’s Restricted Share Plan (“RSP”).

The RSP was approved by shareholders at the Company’s AGM in 2021 with 88.02% of votes cast in favour of the Plan.  The RSP was introduced following a comprehensive shareholder consultation process and the Company does not believe it would be in the best interests of shareholders, the significant majority of whom supported its Directors’ Remuneration Policy at the 2024 AGM, to change its long term incentive plan so soon after its introduction.  The Company believes that the RSP remains an appropriate element of its executive remuneration package and continues to fulfil its aims and objectives of simplifying and focusing executive remuneration in order to support long term sustainable business performance, and aligning the management and shareholder experience.

The Company will continue to engage with shareholders generally on remuneration related matters.  Consistent with the provisions of the UK Corporate Governance Code 2018 a final summary will be provided in the Company’s next annual report.

Robin Miller

General Counsel & Company Secretary

+44 (0)7515 197975

robin.miller@travisperkins.co.uk

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