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Disclosure Committee

Members:

Chief Financial Officer (Chair) – Adam Phillips

Chief Executive – Chris Payne

General Counsel & Company Secretary – Alison Hughes

Headlam Group plc (the “Company”)

Disclosure Committee - Terms of Reference

1.    The Committee Terms of Reference have been approved and adopted by the Board of Directors of Headlam Group plc.

2.    The Disclosure Committee has been established to assist the Company to meet its legal and regulatory requirements arising out of its equity listing on the London Stock Exchange in relation to its management of inside information and the making of accurate and timely announcements as required by its legal and statutory obligations ,(including without limitation the Market Abuse Regulations and the Financial Conduct Authority’s Listing Rules and Disclosure Guidance and Transparency Rules).

3.    The Committee has responsibility for, among other things, determining on a timely basis the disclosure treatment of information, and assisting in the design, implementation and periodic evaluation of disclosure controls and procedures. The Committee also has responsibility for the identification of inside information for the purpose of maintaining the Company's insider list.

Constitution and meetings

4.    The initial members of the Disclosure Committee (the “Committee”) will be appointed by the board of directors of the Company (the “Board”). The initial members of the Committee will consist of the Chief Executive, the Chief Financial Officer, and the General Counsel & Company Secretary. Additional members of the Committee may be appointed and existing members removed by the Committee. The General Counsel & Company Secretary or his / her nominee will act as the Secretary of the Committee. The membership of the Committee will be reviewed by the Board on a periodic basis and at least annually.

5.    The Board will appoint the Committee Chairman who, on the date of the adoption of these terms of reference, is the Chief Financial Officer. In the absence of the Committee Chairman and / or nominated appointed deputy, the remaining members present shall elect one of the members.

6.    A quorum at meetings of the Committee necessary for the transaction of business will be two members, one of whom must be the Chief Executive or Chief Financial Officer. A duly convened quorate meeting of the Committee will be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.

7.    Only members of the Committee have the right to attend Committee meetings. However, any of the Company’s Directors, employees or external advisors may be invited to attend all or any part of any meeting of the Committee as appropriate.

Frequency and operating procedures of Meetings

8.    The Committee will meet (including by telephone or video conference) at such times as shall be necessary or appropriate, as determined by the Chief Executive or the Chief Financial Officer although meetings may be called by any member of the Committee.

9.    Meetings of the Committee will be convened by the Secretary of the Committee at the request of any member thereof.

10.    A decision of the Committee (including any decision to approve an announcement) must be approved by a majority of the Committee’s members present at a quorate meeting. The Chairman will not have a casting vote. Where there are only two members of the Committee present to form the quorum, a decision of the Committee must be approved unanimously.

11.    The Secretary will ensure that minutes of the matters considered and decisions taken at all Committee meetings, including the names of those present and in attendance, are kept and circulated to all Committee members and the Board as appropriate.

Duties


12.    The Committee has been established to:

(A)    assist in the design, implementation and evaluation of procedures relating to the management and disclosure of inside information and their approval; 
(B)    monitor compliance with the Company's procedures relating to the management and disclosure of inside information;
(C)    resolve questions about the materiality of information;
(D)    consider whether the conditions for delaying disclosure of inside information are satisfied and, where appropriate, implement and monitor the delay procedure;
(E)    alert the General Counsel &Company Secretary to the existence of inside information giving rise to the need for amendments to the Company’s insider list;
(F)    generally review and advise on the scope and content of disclosure (including any selective disclosure); 
(G)    review any announcements containing operational or financial information and ensure their accuracy; and
(H)    review the Company’s relationship with, and procedures for dealing with, investors and analysts; and 
(I)    ensure that procedures are in place for notification of transactions by persons discharging managerial responsibilities and persons closely associated with them; 
(J)    consider generally the requirement for announcements, including in the following circumstances: (a) interim steps in a protracted process (e.g., a project); (b) a change in circumstances during the period when disclosure of inside information is delayed; (c) rumours relating to the Company; and (d) in the case of a leak of inside information and, in particular, the need to issue holding announcements. The Committee will review the need for any announcement in line with the table in Appendix 1.

13.    The Committee is also responsible for ensuring that an appropriate verification process is established in relation to all announcements which it approves for release by the Company.

External Advice

14.    The Committee is authorised to take external professional advice as necessary and in particular from the Company’s legal advisers, brokers, external auditors and other advisers.

15.    In particular, the Committee will consult with the Company’s corporate brokers when appropriate to assess whether information may constitute inside information and, if so, the nature and scope of any disclosure obligation as well as the basis on which any disclosure can be delayed. The Committee will ensure that a summary of any such advice is recorded and circulated to all Committee members.

Access to Company records and personnel

16.    The Committee will be given full access, as appropriate and necessary, to the Company’s books, records and personnel for the purpose of discharging its responsibilities

Authority

17.    The Committee will operate under the authority delegated by the Board to the Chief Executive and Chief Financial Officer.

18.    The Committee is authorised to approve Non-Material and other statutory announcements for immediate release. Calendared announcements such as preliminary / final results announcements, half year results and trading updates will be circulated to all Board Members in a timely manner, for review and comment prior to announcement.

19.    Nothing in these terms of reference will preclude the Board from assuming any of the Committee’s duties or responsibilities. In certain circumstances, it may be more appropriate for the Board, rather than the Committee, to assess whether information of which it becomes aware may potentially constitute inside information and to determine the arrangements that are required to be implemented in order to ensure the control of such inside information.

Reporting

20.    The Committee will be responsible for keeping the Board apprised of material developments in connection with the identification, treatment and disclosure of inside information.

21.    The Committee will make whatever recommendations to the Board that it deems appropriate on any area within the Committee’s remit where action or improvement is needed.

Review

22.    The Committee will review these terms of reference and its operating procedures as required in response to any changes in regulation, regulatory guidance and developing best practice and report any proposed changes to the Company’s existing processes to the Board in response to such developments and events.

Last Reviewed & Approved 23 May 2024

Appendix 1

Event / issueNotification / disclosure obligation
Unfounded rumourNo announcement.
Largely accurate rumour which explicitly relates to inside information and which is sufficiently accurate to indicate that the confidentiality of that information is no longer ensured.Immediate announcement.
Danger of inside information relating to the facts and impact of an unexpected and significant event leaking into the market before they can be confirmed.Holding announcement.
Announcement of inside information has been legitimately delayed and an actual or likely breach of confidence relating to that information has occurred.Holding announcement.
Unforeseen circumstance, e.g. fire at a plant of a major supplier.Assess impact. If conclusion is inside information, announcement to be made “as soon as possible”.
Major legal proceedings commenced against the Company.Assess impact. If conclusion is inside information, announcement to be made “as soon as possible”.
Class 1 transaction.
Class 2 transaction.
Reverse takeover.
Related party transaction.
Equity issuance.
Announcement as soon as possible once terms or proposal agreed.