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Terms of Reference

As approved by the ESG Committee on [3rd September 2025]

Constitution

The Board of Directors (the "Board") of Halfords Group plc (the "Company") has established, a committee of the Board, henceforth known as the Environment, Social and Governance Committee (the "Committee").

Membership

Members of the Committee shall be appointed by the Board on the recommendation of the Nomination Committee in consultation with the Chair 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 Chair of the Board shall not be a member of the Committee.

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.

The Chair, alongside the Company Secretary shall ensure that the Committee is provided with appropriate and timely training, both in the form of an induction programme for new members and on an ongoing basis for all members.

Quorum

The quorum necessary for the transaction of business by the Committee shall be two (2) 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 Chair of the Committee, provided that such alternative Non-Executive Director is not the Chair of the Board.

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

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.

Meetings

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

Prior to the commencement of each financial year, the Chair 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.

Unless otherwise agreed, notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed, shall be forwarded to each member of the Committee and any other person required to attend no later than five (5) working days before the date of the meeting. Supporting papers shall be sent to Committee members and to other attendees, as appropriate, at the same time.

The Secretary or their nominee shall minute the proceedings and resolution of all Committee meetings, as well as keeping appropriate records including recording the names of those present and in attendance.

Draft minutes of Committee meetings shall be circulated to all members of the Committee. Once approved, minutes should be circulated to all other members of the Board by the company Secretary or their nominee unless, exceptionally, it would be inappropriate to do so.

Annual General Meeting

The Committee Chair shall attend the annual general meeting to answer any shareholder questions on the Committee’s activities and responsibilities. In addition, the Committee Chair should seek engagement with shareholders, and other Classification: Restricted stakeholders where relevant, on significant matters related to the Committee’s areas of responsibility.

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.

The Committee should have oversight of the Group as a whole and, unless required otherwise by regulation, carry out the duties below for the parent company, major subsidiary undertakings and the Group as a whole, as appropriate.

The Committee can establish and oversee any sub-committees or working groups which may be relevant to support the committee’s work.

Terms of Reference

The duties of the Committee are as follows:

  1. That the Company has a Corporate Social Responsibility (CSR) Strategy (the “Strategy”) and that it remains fit for purpose;

  2. That short and long term objectives for the Company’s Corporate Social Responsibility activities are in place and that key metrics are reported on;

  3. That all related policies are regularly reviewed and updated and remain in compliance with any relevant national and international regulations; and

  4. That the Committee’s Terms of Reference are made publicly available.

  1. The effectiveness of the Strategy and the governance in place to ensure the successful delivery of activities across the four areas of Community, People, Environment and Responsible Trading. This will include:

    1. Reviewing the adequacy of the Company’s policies, principles and standards in so far as they relate to Corporate Social Responsibility;

    2. Holding to account area leads tasked with implementing the overall Strategy within the specific areas of Community, People, Environment and Responsible Trading;

    3. Holding to account area leads tasked with implementing the overall Strategy within the specific areas of Community, People, Environment and Responsible Trading;

    4. Reviewing relevant internal and external inputs as appropriate.

  2. The Company’s Corporate Social Responsibility performance against previously set objectives. This will include:

    1. Ensuring the provision of adequate management information; and

    2. Monitoring the Company’s annual and overall performance against previously set KPIs and

  3. Annually the Terms of Reference and the effectiveness of the Committee and to report to the Board in respect thereof, including any recommendations.

  1. The Company’s overall CSR Strategy including an implementation plan and KPIs;

  2. Any projects developed in response to the implementation of the Company’s CSR Strategy;

  3. All CSR reporting including information to be included in the Company’s Annual Report; and

  4. Annually related codes of practice and policies.

  1. Proposals on any that are, it deems appropriate, within its remit and where it believes action or improvement is necessary.