Thorpe Regulatory News (TFW)

16th June 2014

F W Thorpe Plc

("F W Thorpe" or the "Company")

Notice of General Meeting

The Board of F W Thorpe is pleased to announce that a circular (the "Circular") has been published today convening a general meeting of the Company ("GM") to be held at 9.00 a.m. on 18th July 2014 at the offices of the Company at Merse Road, North Moons Moat, Redditch B98 9HH.

The purpose of the GM is to seek shareholder approval for the proposed Executive Share Ownership Plan.

Background

The current Board of Directors have overseen the positive growth in trading performance and a significant increase in the Company's share price over a number of years. The Directors believe that it is appropriate to recommend that an Executive Share Ownership Plan (ESOP) is created to motivate and retain those employees responsible for the continued success of the Group.

The basic principles of the scheme are to reward growth in the share price and the performance conditions attached to these Options are based on the improved performance of the business, measured by EPS growth. Further information on the performance conditions is set out in the Circular. Options are expected to be granted after the plan is agreed by the Shareholders, with the exercise price payable being the market price of the Shares as at the date of grant.

Rather than issue new Shares, the Company will utilise Shares that are already held in treasury to satisfy Options. A summary of the key details of the ESOP are contained within the Appendix to the Circular and it is anticipated that the first grants under the scheme will be made following shareholder approval.

The scheme will be offered to the Company's executive directors and certain directors of its subsidiary companies. Options over a total of up to 1.8 million Shares will be granted, representing approximately 1.6 per cent of Shares with voting rights as at the 11th June 2014 (being the last practicable day prior to the publication of the Circular).

The Directors believe that the introduction of this scheme is an effective way to align the interests of the Group's key employees with those of Shareholders.

Action to be taken

The notice of the General Meeting of the Company ("Notice"), to be held at the offices of the Company at Merse Road, North Moons Moat, Redditch, B98 9HH, on 18th July 2014, sets out the Resolution to approve the establishment of the ESOP. A Form of Proxy for use at the GM is attached to the Circular and, whether or not you intend to be present at the GM, you are requested to complete the Form of Proxy, in accordance with the instructions printed on it, and return it to Equiniti, as soon as possible and in any event so as to be received not later than 9.00 a.m. on 16th July 2014.

Completion and return of the Form of Proxy will not affect your right to attend and vote in person at the GM, should you so wish. Forms of Proxy received late will not be valid.

Recommendation

The Board believes that the establishment of the ESOP is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting, as they intend to do in respect of the Shares in which the Directors or connected persons are beneficially interested, representing approximately 54 per cent of the issued share capital of the Company.

Documents available for inspection

Copies of this document and of the proposed rules of the ESOP will be available for inspection at the Company's registered office during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this document up to and including 18th July 2014. They will also be available for inspection at the General Meeting for at least 15 minutes prior to and during the meeting.

The Circular will be available on the Company's website at: www.fwthorpe.co.uk

For further information, please contact:

F W Thorpe Plc Tel: 01527 583200

Andrew Thorpe - Chairman and Joint Chief Executive

Craig Muncaster - Group Financial Director

N+1 Singer - Nominated Adviser Tel: 020 7496 3000

Richard Lindley / James White

DEFINITIONS

Board the board of Directors of the Company

Company F W Thorpe Plc, registered in England and Wales with company number 00317886, whose registered office is at Merse Road, North Moons Moat, Worcestershire, B98 9HH

Directors the directors of the Company for the time being, the names of the current directors being set out on page 3 of this document (and each a "Director")

EPS earnings per Share (before tax)

ESOP Executive Share Ownership Plan

Form of Proxy the form of proxy accompanying this document for use by the Shareholders in connection with the General Meeting

GM or General Meeting the general meeting of Shareholders convened for 9.00 am on 18th July 2014, as set out on page 12 of this document

Group the group of companies comprising the Company and its subsidiaries for the time being

Options options over Shares, to be granted pursuant to the ESOP (and each an "Option")

Resolution the resolution to be proposed at the GM

Shares ordinary shares of 1p each in the capital of the Company

Shareholders holders of Shares (and each a "Shareholder"), according to the context