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Terms of Reference

APPROVED BY the DISCLOSURE COMMITTEE ON 23 March 2020

Constitution

The Board of Directors (the “Board”) of Halfords Group plc (the “ Company”) has established a committee of the Board, henceforth known as the Disclosure Committee (the “Committee”). It is expected that the Chairman of the Company will Chair each Committee meeting but in the event that he is not present (either in person or by telephone) then at the start of each meeting the members in attendance will elect one of their number to Chair the meeting.

Membership

Members of the Committee shall be the independent Non-Executive Directors and Executive Directors.

The Company Secretary or their 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 that have to be addressed.

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 a substitute to attend such meeting in consultation with the Chair of the Company.

Meetings

Meetings shall be held at such times as may be required during each year.

A meeting of the Committee may be called by the Secretary at the request of any member of the Committee.

No one other than a Committee member is entitled to attend meetings of the Nomination Committee, but 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 (5) 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.

The Secretary shall minute the proceedings and resolutions of all meetings as well as keep appropriate records. Minutes of the meetings shall be circulated to all members of the Committee and, once agreed, to all members of the Board, unless a conflict of interest arises.

Authority

The Committee is authorised by the Board to determine Company policy and release any public announcement or document 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.

Independent Advice and Resources

The Committee is authorised by the Board to obtain 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.

In this regard the Committee shall adhere to any Board policy document concerning the securing of such advice.

The Committee is responsible for establishing the selection criteria for such advisors and the terms on which they are appointment.

The appointment and performance of any advisors the Committee appoints, shall be reviewed by the Committee on a regular basis.

Terms of Reference

The duties of the Committee are as follows:

Decisions of The Committee

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