Terms of Reference

Approved by the Audit Committee on 1 November 2018

Constitution

The Board of Directors (the “Board”) of Halfords Group plc (the “Company”) has established, in line with the July 2018 UK Corporate Governance Code, (the “Code”), a committee of the Board, henceforth known as the Audit Committee (the “Committee”). The Board shall appoint the Committee Chairman, who will be an independent director as defined by the Code.

Membership

Members of the Committee shall be appointed by the Board on the recommendation of the Nomination Committee, in consultation with the Chairman of the Committee.

The Committee shall consist of a minimum of three members. The Company Secretary or a nominee shall act as the Secretary to the Committee and will ensure that the Committee receives information and papers in a timely manner to enable full and proper consideration to be given to the issues.

The Committee shall only comprise independent Non-Executive Directors of the Company. The Chairman of the Board shall not be a member of the Committee.

At least one member of the Committee shall have recent and relevant financial experience.

Appointments to the Committee shall be for a period of up to three years, which may be extended to a further two, three-year periods provided the Director remains independent.

Quorum

The quorum necessary for the transaction of business by the Committee will be two members.

In the event that a meeting of the Committee is required but a quorum might not be secured, an existing member of the Committee shall be empowered to appoint another Non-Executive Director(s) to attend such meeting in consultation with the Chairman of the Committee, provided that such alternative Non-Executive Director is not the Chairman of the Board.

In the absence of the Chairman of the Committee, the members attending will elect one of their number to chair the meeting.

Meetings

Meetings shall be held at least three times in each financial year, as well as at such other times as the Chairman of the Committee shall require.

Prior to the commencement of each financial year, the Chairman of the Committee and the Secretary shall review the frequency of and the dates for the Committee’s meetings for the subsequent financial year and propose such dates for agreement by other members of the Committee.

A meeting of the Committee may be called by the Secretary at the request of any member of the Committee, the Company’s Financial Officer, the Head of Internal Audit or the Company’s External Auditor and the Secretary shall agree the agenda for any meeting so called with the Chairman of the Committee.

No one other than a Committee member is entitled to attend meetings of the Committee. The Chairman of the Board, Chief Executive Officer, other Executive and Non-Executive Directors, other senior management, the Secretary and external advisers may be invited to attend for all or part of any meeting of the Committee as and when appropriate.

At least once in each financial year, the Committee must meet with the External Auditor without any Executive Directors being present.

Meetings of the Committee shall be called by giving at least five working days’ written notice, unless all the members of the Committee agree to a meeting of the Committee being held on shorter notice.

Members may participate in a meeting of the Committee by means of a conference telephone, video conferencing facility or other suitable communications equipment.

The Secretary shall minute the proceedings and resolutions of all meetings of the Committee, as well as keeping appropriate records. Minutes of the meetings shall be circulated promptly to all members of the Committee.

Annual General Meeting

The Chairman of the Committee, or an appointed deputy in his/her absence, shall attend the Company’s Annual General Meeting, being prepared to respond to any shareholder questions on the Committee’s activities.

Authority

The Committee is authorised by the Board to determine the Company’s policy within its Terms of Reference.

The Committee is authorised to seek any information it requires from any employee of the Company and all employees shall be directed to co-operate with any request made by the Committee, provided that their role in providing such co-operation is clearly separated from their role within the Company.

Independent Advice and Resources

The Committee is authorised by the Board to obtain such external legal or other independent professional advice as it considers necessary to undertake its duties and to secure the attendance of any such advisers at any meetings of the Committee.

The Committee is exclusively responsible for establishing the selection criteria for such advisers and their appointment and Terms of Reference.

The appointment and performance of the advisers shall be reviewed by the Committee on a regular basis and at least annually.

Decisions of the Committee

Any decisions of the Committee shall be taken on a simple majority basis. The Chairman of the Committee shall have a casting vote in the event of equality of voting.

Terms of Reference

The duties of the Committee are as follows: