Headlam Share Price (HEAD)

Headlam Group plc

('Headlam' or the 'Company' or the 'Group')

Requisitioned General Meeting - Voting Results

The Board of Directors is pleased to announce the results of the general meeting of the Company held at 11.00am today (the "General Meeting"). The General Meeting was convened by the Company following a requisition notice received from one of the Company's shareholders, First Seagull AS ("FS").

All five resolutions proposed by FS, including those seeking the removal of three existing non-executive directors and the appointment of two new non-executive directors nominated by FS, were decisively defeated by shareholders. The turnout was c.70%, which was higher than that of our last Annual General Meeting (c.67%), held just under two weeks ago.

The Board wishes to express its gratitude for the strong level of support shown by shareholders.

Full details of the voting on each of the resolutions are set out below.

As noted at the General Meeting, the two resolutions to appoint Andrea Davis and Stian Husvaeg as non-executive directors (resolutions (d) and (e)) were put to the meeting as advisory votes only as the Company did not receive the notices required under the Company's articles of association for those appointments to be made at the General Meeting.

We acknowledge that the General Meeting process has been a distraction for Headlam and our shareholders, colleagues and other stakeholders and wish to highlight the destabilising impact caused by the actions of the requisitioning shareholder, FS. As the Board, we now call for a period of stability to allow Headlam's new executive team to focus on delivering actions that will benefit all our stakeholders. Should any further campaigns persist, the Board will continue to vigorously defend the rights of our majority shareholders, colleagues and other stakeholders.

The Board remains committed to engaging with all shareholders, listening to their views, and acting in the best interests of the Group.

Results of votes cast on each of the resolutions at the General Meeting:

Resolution

Votes For (including

discretionary votes)

Votes Against

Votes Withheld

Total Votes Cast (excluding Votes Withheld)

No. of Votes

% of votes cast

No. of Votes

% of votes cast

No. of Shares

No. of Votes

% of Issued Share Capital**

(a)

To remove Stephen Bird as chair and non-executive director

19,217,970

34.07%

37,194,956

65.93%

3,356

56,412,926

69.76%

(b)

To remove Jemima Bird as non-executive director

22,133,813

39.24%

34,279,113

60.76%

3,356

56,412,926

69.76%

(c)

To remove Karen Hubbard as non-executive director

22,132,648

39.23%

34,279,976

60.77%

3,658

56,412,624

69.76%

(d)

To appoint Andrea Davis as non-executive director and chair

22,132,576

39.23%

34,279,584

60.77%

4,122

56,412,160

69.76%

(e)

To appoint Stian Husvaeg as non-

First Seagull withdraws its requisition and the resolutions scheduled for the meeting on 2 June 2026.

We do so because of irregularities in the proxy voting process raised to our attention. On proxyvote .com, the same resolutions have appeared under two designations ("Special" and "Extraordinary" General Meeting) with conflicting recommendations, and votes validly cast have subsequently been reset and nullified without notification. A material volume of votes may have been impacted by this.

It raises serious concerns regarding the validity of the results. We will provide an update when we know more.

Well that is off the cards then. Only option B left which is to sell the family silver and hope, just hope, fairy dust hope, that the housing market and GDP will again grow 3% pa for the next few years. I sold 50p, going to 30p this month, then bust 1st week of January.

First Seagull withdraws its requisition and the resolutions scheduled for the meeting on 2 June 2026.

linkedin.com/company/first-seagull

Fellow shareholders,

The 2 June vote is critical — First Seagull’s resolutions must pass.

Today’s Kingfisher Q1 trading update (26 May) shows just how tough the UK home improvement market remains. B&Q sales fell -4.1% like-for-like, with big-ticket categories (which include flooring) down sharply and seasonal sales hit hard by the late spring. The overall UK market declined in the low single digits. This directly affects Headlam as the leading flooring distributor.

The current Headlam board management’s strategy of chasing low-margin big-account and trade-counter business has left us far too exposed in this weak environment. While low-margin revenue was gained, far more profitable core independent retailer business was lost.

Years have been wasted under Stephen Bird and the current board, who have not shown they have the skill set required, through a clear ignorance of Headlam’s real business model.

We are the owners. Vote FOR ALL of First Seagull’s resolutions by the 29 May proxy deadline.

For First Seagull’s plan to restore Headlam to profitability:

www.linkedin.com/company/first-seagull

Sincerely,

A concerned fellow owner