24 July 2008

Halfords Group plc: Annual General Meeting, 23 July 2008.

AGM Special Business Resolutions 

In accordance with Listing Rule 9.6.18 Halfords acknowledges that the following Special business resolutions were passed by a show of hands at the Company's Annual General Meeting held on 23 July 2008. 

At the same time and iIn accordance with Listing Rule 9.6.2, copies of the resolutions have been submitted to the UK Listing Authority, and will shortly be available for inspection at the UK Listing 

Authority's Document Viewing Facility, which is situated at : 

Financial Services Authority 

25 The North Colonnade 

Canary Wharf 

London 

E14 5HS 

Company No.04457314

THE COMPANIES ACTS 1985 AND 2006

COMPANY LIMITED BY SHARES

ORDINARY AND SPECIAL RESOLUTIONS

of

HALFORDS GROUP PLC

At the Annual General Meeting of the Company held at Alveston Manor Hotel, Clopton Bridge, Stratford-upon-Avon, Warwickshire CV37 7HP on Wednesday 23 July 2008 the following resolutions were passed, in the case of resolutions 8 and 11, as ordinary resolutions, and in the case of resolutions 9, 10 and 12, as special resolutions:

ORDINARY RESOLUTIONS

Resolution 8

That the Directors be and they are hereby generally and unconditionally authorised in accordance with Section 80 of the Companies Act 1985 (the "1985 Act") to exercise all the powers of the Company to allot relevant securities (as defined in Section 80(2) of the 1985 Act) to such persons, at such times and on and subject to such terms and conditions as the Directors may determine. The maximum aggregate nominal amount of relevant securities which may be allotted pursuant to this authority shall be £703,937. This authority shall expire on the earlier of 23 October 2009 and the conclusion of the Annual General Meeting of the Company to be held in 2009, save that the Company may before such expiry make any offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

Resolution 11

That the Company and all companies that are its subsidiaries at any time during the period for which this resolution has effect for the purposes of section 366 of the Companies Act 2006 (the "2006 Act") be authorised to:

(a)    make political donations to political parties or independent election candidates (as such terms are defined in sections 363 and 364 of the 2006 Act), not exceeding £50,000 in aggregate;

(b)    make political donations to political organisations other than political parties (as such terms are defined in sections 363 and 364 of the 2006 Act), not exceeding £50,000 in aggregate; and

(c)    incur political expenditure (as such term is defined in section 365 of the 2006 Act), not exceeding £50,000 in aggregate,

during the period beginning with the date of the passing of this resolution and ending on the earlier of 23 October 2009 or the conclusion of the next Annual General Meeting, provided that the maximum amounts referred to in (a), (b) and (c) may comprise sums in different currencies, which shall be converted at such rate as the Board may in its absolute discretion determine to be appropriate.

SPECIAL RESOLUTIONS

Resolution 9

That the Directors be and they are hereby empowered pursuant to Section 95(1) of the Companies Act 1985 (the "1985 Act") to allot equity securities (within the meaning of Section 94(2) of the 1985 Act) pursuant to the general authority conferred by resolution 8 as if Section 89(1) of the 1985 Act did not apply to any such allotment, provided that this power shall be limited:

a)    to the allotment of equity securities in connection with a rights issue or other issue in favour of holders of ordinary shares in proportion (as nearly as practicable) to their existing holdings of ordinary shares, subject only to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with fractional entitlements, legal or practical problems arising in any overseas territory or by virtue of shares being represented by depositary receipts, the requirements of any regulatory body or stock exchange, or any other matter; and

b)    to the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities for cash up to an aggregate nominal value of £105,591;

and this power shall, unless renewed, varied or revoked, expire on the earlier of 23 October 2009 or the conclusion of the Annual General Meeting of the Company to be held in 2009, save that the Company may before such expiry make any offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power hereby conferred had not expired.

The power conferred on the Directors by this resolution 9 shall also apply to a sale of treasury shares, which is an allotment of equity securities by virtue of Section 94(3A) of the 1985 Act, but with the omission of the words "pursuant to the general authority conferred by resolution 8". 

Resolution 10

That the Company be generally and unconditionally authorised to make market purchases (within the meaning of Section 163(3) of the Companies Act 1985) of its own ordinary shares on such terms and in such manner as the Directors may, from time to time, determine, provided that:

            (a)   the maximum aggregate number of ordinary shares hereby authorised to be   
             purchased is 21,118,112;

(b)    the minimum price which may be paid for an ordinary share is 1 pence (excluding expenses);

(c)    the maximum price which may be paid for an ordinary share is an amount equal to 105 per cent. of the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made (excluding expenses); and

(d)    the authority hereby conferred shall expire on the earlier of 23 October 2009 or the conclusion of the Annual General Meeting of the Company to be held in 2009, but a contract of purchase may be made before such expiry which will or may be executed wholly or partly thereafter and a purchase of shares may be made in pursuance of any such contract.

Resolution 12

That the form of the Articles of Association produced to the meeting and initialled by the Chairman for the purpose of identification be and is hereby adopted as the new Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association of the Company.

Alex Henderson

Company Secretary 

 tel: 01527 513025