Terms of Reference

As approved by the Remuneration Committee on 24 July 2018

Constitution

The Board of Directors of Halfords Group plc (the "Company") has established, in line with the UK Corporate Governance Code 2016 (the “Code”), a committee of the Company's Board, henceforth known as the Remuneration 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.

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 that 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.

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

Meetings

Meetings shall be held at least three times a year and at such other times as the Chairman of the Committee shall require. Only members of the Committee have the right to attend.

Prior to the commencement of each calendar year, the Chairman of the Committee and the Secretary shall review the frequency and dates of 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, and the Secretary shall agree the agenda with the Chairman.

The Chairman, Chief Executive Officer, other Executive and Non-executive Directors, other senior management and external advisors may be invited to attend for all or part of any meeting as and when appropriate, particular care being taken to recognise and avoid any conflicts of interest.

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 shorter notice.

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

No Committee attendee shall participate in any discussion or decision on their own remuneration, fees or terms or conditions of service.

The Secretary shall minute the proceedings and resolutions of all meetings, including the names of those present and in attendance. . Minutes of the meetings shall be circulated promptly to all members of the Committee, unless a conflict of interest arises.

Annual General Meeting

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

Authority

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

The Committee is authorised to seek any information it requires from any employee and all employees shall be directed to co-operate with any request made by the Committee, provided his/her role in providing such advice and assistance is clearly separated from his/her role within the business.

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 advisors at any meetings of the Committee.

The Committee is exclusively responsible for establishing the selection criteria for such advisors, their appointment and any terms of reference.

The appointment and performance of the advisors shall be reviewed by the Committee on a regular basis and in any event, 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: