Barratt Developments PLC

Pre-Annual General Meeting Information • Sep 15, 2020

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to what action you should take you are recommended to consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 as soon as possible.

If you have sold or otherwise transferred all of your shares in Barratt Developments PLC, please pass this document together with any accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the shares.

Barratt Developments PLC Notice of Annual General Meeting 2020

To be held on Wednesday 14 October 2020

For your safety, and as explained in the Chairman's letter, we advise that you do NOT attend the AGM this year due to COVID-19. Whether or not you decide to attend the AGM, you may wish to submit a form of proxy in accordance with the instructions contained in the Notes to this document. The form of proxy must be received not less than 48 hours before the time the AGM is held.

Barratt Developments PLC

(the Company)

14 September 2020

To the holders of ordinary shares in the Company

Dear Shareholder

Notice of Annual General Meeting 2020 (AGM)

I am pleased to enclose the notice for the sixty-second AGM of the Company. The AGM will be held at 12 noon on Wednesday 14 October 2020 at Deutsche Bank AG, 1 Great Winchester Street, London, EC2N 2DB. For directions please see the map on page 12 of this document. Given the continued social distancing measures imposed by the Government as a result of COVID-19, we strongly advise that you do NOT attend the AGM in person, but instead appoint the Chairman of the meeting as proxy to vote on your behalf.

The notice convening the AGM (Notice) is set out on pages 3 and 4 of this document. The explanatory notes for the business to be transacted at the AGM are set out on pages 7 to 11.

COVID-19, attendance at the AGM and appointment of proxies

The Company is closely monitoring developments relating to the current outbreak of COVID-19, including the related public health guidance and legislation issued by the Government. The venue has currently limited the total number of people permitted to attend the AGM to 30 (including the Directors). No guests will be permitted and there will be no refreshments served at the AGM.

Should you wish to attend, to comply with the venue's pre-registration requirements, you are required to request a COVID-19 questionnaire via email at agmquestions@barrattplc.co.uk, complete it and submit it to the same email address or by post to The Company Secretary, at the Registered Office address below, to be received by us no later than 12 noon on Monday 12 October 2020.

We will keep you updated should the plans for our AGM change in light of future developments. We are of course disappointed that our AGM has been impacted, but the safety and security of our shareholders and colleagues remains our priority. The situation is constantly changing and the Government may implement further guidance or legislation relating to the holding of our AGM and any change to the location, time or date of our AGM will be communicated to shareholders in accordance with our Articles of Association and by Stock Exchange Announcement.

To be valid, your form of proxy must be received by the registrar no later than 12 noon on Monday 12 October 2020. Alternatively, you may vote online at www.signalshares.com and CREST members may choose to utilise the CREST voting service. Full details are set out in the notes on pages 5 and 6 and the instructions in the form of proxy. You can submit any questions relating to the business of the AGM via email at agmquestions@barrattplc.co.uk or by post to The Company Secretary, at the Registered Office below. We will publish the answers to your questions on our website as soon as practicable after the AGM.

Although this is strongly discouraged for your safety and security, should you decide to attend and vote in person, please bring the attendance card accompanying this Notice with you. This will authenticate your right to attend, speak and vote at the AGM and help us register your attendance. You will be asked to comply with all COVID-19 Government and venue guidelines, including agreement to a temperature check and use of a face covering whilst inside the venue. The Directors will also be wearing face coverings unless they are addressing attendees during the AGM. We ask that you do not arrive any earlier than 15 minutes prior to the start of the AGM, observe social distancing measures whilst attending and bring your own water bottle if required. Admission is dependent on our receipt of the completed COVID-19 questionnaire referred to above.

2020 annual report and accounts, including the directors' remuneration report (Resolutions 1 and 2)

The annual report and accounts for the year ended 30 June 2020 are enclosed for those shareholders requesting a paper copy and are available on our Company's website at www.barrattdevelopments.co.uk. Resolutions to receive the strategic report, directors' and independent auditor's reports, the accounts and the directors' remuneration report for the year ended 30 June 2020, all of which are contained in the 2020 annual report and accounts, are included in the business of the AGM.

Remuneration policy from FY21 (Resolution 3)

The current remuneration policy was approved by shareholders in 2017 and we are therefore required to propose a remuneration policy to shareholders for approval at our 2020 AGM. The Remuneration Committee, having considered the appropriateness of an in-depth review of our policy at the current time has decided that the remuneration policy to be proposed will essentially be a continuation of the current policy and include no major changes. Recent developments in governance and best practice have, however, been incorporated into the remuneration policy which we are proposing and we hope will be welcomed by our shareholders. The changes are set out on page 131 of the remuneration report in the 2020 Annual Report and Accounts. If approved, the policy will take effect from the conclusion of the AGM.

Dividends

The Board announced in March 2020 that, given the uncertainties created by COVID-19, the interim dividend of 9.8 pence per share would be cancelled. It further announced in July 2020 that it would not propose a final ordinary dividend or the intended special dividend of £175m in respect of FY20. Details of the Board's dividend policy can be found on page 11 of the 2020 Annual Report and Accounts.

Re-election of Directors (Resolutions 4 to 11)

Each of our Directors will again retire at this year's AGM and will offer themselves for re-election by shareholders. Biographical details for each Director, including details of their experience, can be found on pages 7 to 9 of this document. All of the Directors have been subject to a formal performance evaluation during the year and continue to be effective in their roles.

Articles of Association (Resolution 19)

The Company's existing articles of association were adopted in 2009. An in-depth review has been carried out and amendments made to incorporate current best practice, including the requirements of the new UK Corporate Governance Code, and to increase flexibility in conducting hybrid (but not exclusively electronic) shareholder meetings. A summary of the material changes proposed is set out in the explanatory notes on pages 10 to 11.

Voting at the AGM

Voting on each of the resolutions to be put to the forthcoming AGM will be taken by a poll as the Board believes that this is more representative of shareholder voting intentions. The results of the poll will be announced through a regulatory information service and will be available on the Company's website as soon as practicable following the conclusion of the meeting.

Recommendation

Your Board believes that each of the resolutions contained in the Notice is in the best interests of the Company and its shareholders as a whole and promotes the success of the Company. Your Directors intend to vote in favour of them and recommend you do so as well.

Yours faithfully John Allan Chairman

Registered Office: Barratt Developments PLC Barratt House, Cartwright Way Forest Business Park, Bardon Hill, Coalville, Leicestershire, LE67 1UF (incorporated and registered in England and Wales No: 00604574)

Notice is hereby given that the sixty-second Annual General Meeting (AGM) of Barratt Developments PLC (the Company) will be held at Deutsche Bank AG, 1 Great Winchester Street, London, EC2N 2DB on Wednesday 14 October 2020 at 12 noon.

You will be asked to consider and, if thought fit, pass the following resolutions:

Ordinary Resolutions

• 1. To receive the accounts of the Company, the strategic report and the directors' and auditor's reports for the year ended 30 June 2020.
• 1. To approve the directors' remuneration report for the year ended 30 June 2020 (other than the section setting out the directors' remuneration policy) set out on pages 123 to 126 and 137 to 151 of the annual report for the year ended 30 June 2020.
• 1. To approve the directors' remuneration policy, the full text of which is set out on pages 127 to 136 of the annual report for the financial year ended 30 June 2020, to take effect from the conclusion of the meeting.
• 1. To re-elect John Allan as a Director.
• 1. To re-elect David Thomas as a Director.
• 1. To re-elect Steven Boyes as a Director.
• 1. To re-elect Jessica White as a Director.
• 1. To re-elect Richard Akers as a Director.
• 1. To re-elect Nina Bibby as a Director.
• 1. To re-elect Jock Lennox as a Director.
• 1. To re-elect Sharon White as a Director.
• 1. To re-appoint Deloitte LLP as the auditor of the Company to hold office from the conclusion of the AGM until the conclusion of the next general meeting at which accounts are laid before the Company.
• 1. To authorise the Audit Committee to fix the remuneration of the auditor.
• 1. That, in accordance with sections 366 and 367 of the Companies Act 2006 (the Act), the Company and all companies that are subsidiaries of the Company at any time during the period for which this resolution has effect be and are hereby authorised:
• a) to make political donations (as defined in section 364 of the Act) to political parties (as defined in section 363 of the Act), not exceeding £30,000 in total;
• b) to make political donations (as defined in section 364 of the Act) to political organisations other than political parties (as defined in section 363 of the Act), not exceeding £30,000 in total; and
• c) to incur political expenditure (as defined in section 365 of the Act), not exceeding £30,000 in total,

in each case during the period beginning with the date of the passing of this resolution and ending at the conclusion of next year's Annual General Meeting of the Company (or, if earlier, at the close of business on 14 January 2022). In any event, the aggregate amount of political donations and political expenditure made or incurred by the Company and its subsidiaries pursuant to this resolution shall not exceed £90,000.

1. That the Board be and is hereby generally and unconditionally authorised, in accordance with section 551 of the Act, in substitution for all subsisting authorities, to execute all powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £33,943,607, such authority to apply (unless previously revoked or varied by the Company in general meeting) until the end of next year's Annual General Meeting of the Company (or, if earlier, until the close of business on 14 January 2022) but so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or convert any security into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert any security into shares under any such offer or agreement as if the authority had not ended.

Notice of Annual General Meeting

Special Resolutions

• 1. That, if resolution 15 above is passed, the Board be given power to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such power to be limited:
• a) to the allotment of equity securities and the sale of treasury shares for cash in connection with an offer or issue of, or invitation to apply for, equity securities:
  • (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
  • (ii) to holders of other equity securities as required by the rights of those securities, or as the Board otherwise considers necessary,

and so that the Board may impose any limits, exclusions or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter whatsoever; and

b) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £5,091,541,

such power to expire at the end of next year's Annual General Meeting of the Company (or, if earlier, at the close of business on 14 January 2022) but so that, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not expired.

• 1. That the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Act to make one or more market purchases (as defined in section 693(4) of the Act) of its ordinary shares of 10 pence each in the capital of the Company ('ordinary shares'), on such terms and in such manner as the Board may from time to time determine, provided that such authority shall be limited:
• a) to a maximum number of 101,830,821 ordinary shares;
• b) by the condition that the maximum price, exclusive of expenses, which may be paid for an ordinary share shall be the higher of:
  • (i) an amount equal to 5% above the average market value of an ordinary share for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and
  • (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue on which the purchase is carried out at the relevant time; and
• c) by the condition that the minimum price, exclusive of expenses, which may be paid for an ordinary share is 10 pence,

such authority to apply, unless previously renewed, revoked or varied, until the end of next year's Annual General Meeting of the Company (or, if earlier, until the close of business on 14 January 2022) but so that during the relevant period the Company may enter into a contract under which a purchase of ordinary shares may be completed or executed wholly or partly after the authority ends and the Company may purchase ordinary shares in pursuance of such contract as if the authority had not ended.

• 1. That a general meeting of the Company, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.
• 1. That, with effect from the conclusion of the meeting, the Articles of Association of the Company produced to the meeting and signed by the Chairman (for the purpose of identification) be adopted as the Company's Articles of Association in substitution for, and to the exclusion of, the existing Articles of Association.

By Order of the Board

Tina Bains

Company Secretary

14 September 2020

Registered Office: Barratt Developments PLC Barratt House, Cartwright Way, Forest Business Park, Bardon Hill, Coalville, Leicestershire, LE67 1UF

(incorporated and registered in England and Wales under number 00604574)

Notes

• 1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the meeting whether by show of hands or on a poll. A proxy need not be a shareholder of the Company. A Form of Proxy which may be used to make such an appointment and give proxy instructions accompanies this Notice. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. Given the current Government guidance, we strongly advise that you do NOT attend the AGM in person. You are strongly encouraged to appoint the Chairman of the meeting as your proxy. To appoint more than one proxy please follow the notes contained in the Form of Proxy. If you do not have a Form of Proxy and believe that you should have one or, if you require additional forms, please contact the Company's Registrars, Link Asset Services ('Link'), on 0371 664 0300 from within the UK or +44 371 664 0300 from outside the UK (calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. Lines are open 9 a.m. – 5.30 p.m. Monday to Friday excluding public holidays in England and Wales).
• 1. To be valid, the Form of Proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be received by Link before 12 noon on Monday 12 October 2020 (or not less than 48 hours before the time fixed for any adjourned AGM, provided that no account shall be taken of any part of a day that is not a working day), either in hard copy form by post, by courier or by hand to Link PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF.
• 1. Members can submit their proxy via the Internet by accessing the Link Share Portal at www.signalshares.com, logging in with your username and password and selecting the proxy voting link. If you have forgotten your username or password you can request a reminder via the Link Share Portal. If you have not previously registered for electronic communications you will first be asked to register as a new user for which you will require your investor code. This can be found on your share certificate. To be valid, any proxy submitted must be received by Link before 12 noon on Monday 12 October 2020 (or not less than 48 hours before the time fixed for any adjourned AGM, provided that no account shall be taken of any part of a day that is not a working day).

In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (available via www.euroclear.com/CREST). CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

2. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's ('EUI') specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) by 12 noon on Monday 12 October 2020 (or not less than 48 hours before the time fixed for any adjourned AGM, provided that no account shall be taken of any part of a day that is not a working day). For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors, or voting service provider(s), should note that EUI does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed (a) voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).

• 1. The return of a completed Form of Proxy, other such instrument or any CREST Proxy Instruction will not prevent a shareholder attending the AGM and voting in person if he/she wishes to do so.
• 1. Any person to whom this Notice is sent who is a person nominated under section 146 of the Act to enjoy information rights (a 'Nominated Person') may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
• 1. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 to 5 above does not apply to Nominated Persons. The rights described in such paragraphs can only be exercised by shareholders of the Company.

Notes

• 1. The Company specifies that only those shareholders included in the Register of Members as at close of business on Monday 12 October 2020 or, in the event that this AGM is adjourned, in the Register of Members 48 hours before the time of the adjourned AGM, provided that no account shall be taken of any part of a day that is not a working day, shall be entitled to attend and vote at the meeting (or any adjourned meeting) in respect of the numbers of shares registered in their names at that time. Changes to the Register of Members after close of business on Monday 12 October 2020 or, in the event that the AGM is adjourned, in the Register of Members 48 hours before the time of the adjourned AGM provided that no account shall be taken of any part of a day that is not a working day, shall be disregarded in determining the rights of any person to attend or vote at the meeting (or any adjourned meeting).
• 1. A Form of Proxy sent electronically that is found to contain any virus will not be accepted.
• 1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
• 1. Voting on each of the resolutions to be put to the forthcoming AGM will be conducted by way of a poll, rather than on a show of hands. The results of the poll will be announced through the Regulatory Information Service and will be available on the Company's website as soon as practicable following the conclusion of the meeting.
• 1. Under section 527 of the Act, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act.

Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Act to publish on a website.

• 1. Any member attending the meeting has the right to ask questions in accordance with section 319A of the Act. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if:
• i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;
• ii) the answer has already been given on a website in the form of an answer to a question; or
• iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

In light of the circumstances at this year's AGM, shareholders are being given the opportunity to submit questions relating to the business of the meeting in advance via email at agmquestions@barrattplc.co.uk or by post to The Company Secretary, Barratt Developments PLC, Barratt House, Cartwright Way, Forest Business Park, Bardon Hill, Coalville, LE67 1UF. We will publish the answers to your questions on the Company's website as soon as practicable after the AGM.

• 1. A copy of this Notice, and other information required by section 311A of the Act, can be found in the investor relations section of the Company's website at: www.barrattdevelopments.co.uk/investors/ shareholder-centre/agm/agm-2020.
• 1. Copies of the contracts of service of the Executive Directors and the letters of appointment of the Non-Executive Directors and the Chairman will be available for inspection at the place of the meeting from 11.45 a.m. until the conclusion of the meeting and can be found in the investor relations section of the Company's website at: www.barrattdevelopments.co.uk/ investors/corporate-governance.
• 1. A copy of the current Articles or Association and the new Articles of Association marked up to show the changes will be available for inspection during normal UK business hours (excluding Saturdays, Sundays and public holidays) at the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY and at www.barrattdevelopments.co.uk/investors/ shareholder-centre/agm/agm-2020 from the date of this Notice until the end of the AGM, and at the AGM from 11.45 a.m. until the end of the meeting.
• 1. You may not use any electronic address provided either in this Notice or any related documents (including the Chairman's letter and Form of Proxy) to communicate for any purposes other than those expressly stated.
• 1. The Company may process personal data of attendees at the AGM. This may include webcasts, photos, recordings and audio and video links, as well as other forms of personal data. The Company shall process such personal data in accordance with its privacy policy, which can be found at www. barrattdevelopments.co.uk/site-services/privacy.

Explanatory notes on the resolutions

The notes on the following pages give an explanation of the proposed resolutions.

Resolutions 1 to 15 are proposed as ordinary resolutions which require at least a simple majority of the votes to be cast in favour.

Resolution 1 – Reports and accounts

For each financial year, the Directors must present an independent auditor's report on the financial statements, a strategic report, a directors' report and accounts to shareholders at a general meeting. Those to be presented at the AGM are in respect of the year ended 30 June 2020 and are contained in the 2020 annual report and accounts.

Resolution 2 and 3 – Directors' remuneration report and policy

The Company is required to present to shareholders:

• An annual report on remuneration, which details the Directors' remuneration outcomes for the financial year under review and how the remuneration policy will be implemented in the following year, for an advisory vote on an annual basis; and

• A directors' remuneration policy, which sets out the Company's policy on Directors' remuneration, for a binding vote at least every three years.

Resolution 2 is an advisory vote which seeks approval for the annual report on remuneration (including the annual statement to shareholders by the Chairman of the Remuneration Committee), which together comprise the directors' remuneration report. The directors' remuneration report can be found on pages 123 to 126 and pages 137 to 151 of the 2020 annual report and accounts. The annual report on remuneration sets out the remuneration outcomes for the financial year ended 30 June 2020 and how the proposed directors' remuneration policy (the 'Policy'), if approved by shareholders at the 2020 AGM, will be implemented throughout FY21.

Resolution 3 is a binding vote and seeks approval for a new Remuneration Policy. The directors' remuneration policy was last approved by shareholders at the 2017 annual general meeting. As this was three years ago, the Board is now required to present the policy to shareholders for a binding vote. The Remuneration Committee, having considered the appropriateness of an in-depth review of the existing policy at the current time has decided that the Policy will be a continuation of the current policy and include only minor changes which reflect recent developments in governance and best practice. These changes relate to Executive Directors' pension contributions, post cessation shareholding requirements and Remuneration Committee discretion. The Policy, including the changes proposed, can be found on pages 127 to 136 of the 2020 annual report and accounts. If approved, the Policy will take effect immediately after the AGM, for a maximum period of three years.

Resolutions 4 to 11 – Re-election of Directors

Each of the Directors will retire and stand for re-election by the shareholders at the AGM.

Each of the Directors has been subject to a formal performance evaluation process and it is believed that they each continue to be effective in, to demonstrate commitment to, and to have sufficient time available to perform the duties required of his/her role. In addition, each Non-Executive Director, excluding the Chairman, is considered to be independent and, therefore, the Board recommends the re-election of each of the Directors offering himself/herself for re-election. The Chairman was independent upon appointment.

The following biographical details are given in support of the Board's recommendation to re-elect each of the Directors of the Company:

John Allan

Non-Executive Chairman

Appointment to the Board:

John joined the Board as a Non-Executive Director on 1 August 2014 and became Chairman on 12 November 2014.

Committee membership:

Chairman of the Nomination Committee and a member of the Remuneration Committee.

Skills and qualifications

John has significant board, business and retail experience gained from both the commercial and financial sectors. He was CEO of Exel PLC and, when it was acquired by Deutsche Post in 2005, he joined the board of Deutsche Post, becoming CFO in 2007 until his retirement in 2009. John was also Chairman of Dixons Retail plc, and following its merger with Carphone Warehouse was Deputy Chairman and Senior Independent Director of Dixons Carphone until 2015. He was also previously a Non-Executive Director of Worldpay Group PLC (where he was previously Chairman), National Grid plc, the UK Home Office Supervisory Board, 3i plc, PHS Group plc, Connell plc, Royal Mail plc, Wolseley plc and Hamleys plc and Chairman of London First.

External appointments:

John is currently Chairman of Tesco PLC, Chair of the Council at Imperial College and a regent of the University of Edinburgh. Having recently come to the end of his term as President of the CBI, John has been elected Vice President of the CBI for a one-year term.

David Thomas

Chief Executive

Appointment to the Board:

David joined the Board as an Executive Director and Group Finance Director on 21 July 2009 and was appointed Chief Executive on 1 July 2015.

Committee membership:

Member of the Disclosure Committee.

Skills and qualifications

David brings a wealth of finance and leadership experience acquired over a number of years in senior positions and is an Associate of the Institute of Chartered Accountants in England and Wales. He was previously Group Finance Director and Deputy Chief Executive of The GAME Group plc and Group Finance Director at Millennium and Copthorne Hotels plc. He has also held senior financial roles with House of Fraser plc and Forte plc.

External appointments:

David is a Non-Executive Director of the HBF.

Steven Boyes

Chief Operating Officer and Deputy Chief Executive

Appointment to the Board:

Steven joined the Board as an Executive Director on 1 July 2001 and subsequently Chief Operating Officer on 5 July 2012. He became Deputy Chief Executive on 24 February 2016 and is responsible for the Group's housebuilding operations.

Committee membership:

Member of the Safety, Health and Environment Committee.

Skills and qualifications

Steven has over 40 years' experience in the housebuilding industry having joined Barratt in 1978 as a junior quantity surveyor and progressing through the business to assume the roles of Technical Director and Managing Director of Barratt York before being appointed Regional Director for Barratt Northern in 1999. Steven was also previously a trustee of the UK Green Building Council.

External appointments:

Steven holds no external appointments.

Jessica White

Chief Financial Officer

Appointment to the Board:

Jessica joined the Board as an Executive Director and Chief Financial Officer on 22 June 2017.

Committee membership:

Member of the Disclosure Committee.

Skills and qualifications

Jessica brings significant experience to the Board. She joined the Group in 2007 as Head of Financial Accounting and was promoted to Group Financial Controller in 2010. Prior to this, Jessica held various positions at Wilson Bowden plc (2005-2007) and PricewaterhouseCoopers LLP (2000-2005). Jessica is a member of the Institute of Chartered Accountants of Scotland.

External appointments:

Jessica holds no external appointments.

Richard Akers

Senior Independent Director

Appointment to the Board:

Richard joined the Board as a Non-Executive Director on 2 April 2012 and became Senior Independent Director on 16 November 2016.

Committee membership:

Chairman of the Remuneration and the Safety, Health and Environment Committees and a member of the Audit and Nomination Committees.

Skills and qualifications

Richard has considerable board experience and a broad range of property knowledge. He was a senior executive of Land Securities Group plc (joining the main Board in 2005), a Non-Executive Director of Emaar Malls PJSC, a member of the Advisory Board for Battersea Power Station Development Company and a Director and President of the British Council of Shopping Centres, the main industry body for retail property owners. Richard is a Chartered Surveyor.

External appointments:

Richard is a Non-Executive Director and Senior Independent Director of Shaftsbury plc. He is also a Non-Executive Director of Unite Group plc.

Nina Bibby

Non-Executive Director

Appointment to the Board:

Nina joined the Board as a Non-Executive Director on 3 December 2012.

Committee membership:

Member of the Audit, Nomination and Remuneration Committees.

Skills and qualifications

Nina brings a wealth of marketing experience to the Board. She was formerly the Global Chief Marketing Officer at Barclaycard, the payments subsidiary of Barclays plc until 2013. Prior to Barclaycard, Nina was Senior Vice President, Global Brand Management at InterContinental Hotels Group plc and worked at Diageo plc, latterly as Commercial Strategy Director.

External appointments:

Nina is currently Chief Marketing Officer at O2 (Telefonica UK) and a Trustee for the Great Ormond Street Hospital Childrens' Charity.

Jock Lennox

Non-Executive Director

Appointment to the Board:

Jock joined the Board as a Non-Executive Director on 1 July 2016.

Committee membership: Chairman of the Audit Committee and a member of the

Remuneration and Nomination Committees.

Skills and qualifications

Jock, a Chartered Accountant, brings a multitude of business and finance experience to the Board. Until last year, he was Chairman of Hill and Smith Holdings plc and Enquest plc. Jock was previously Senior Independent Director of Oxford Instruments plc and Non-Executive Director and Chairman of the Audit Committees of Dixons Carphone plc and A&J Mucklow Group plc. He also spent 30 years with Ernst & Young LLP holding a number of leadership positions in the UK and globally, including 20 years as a partner.

External appointments:

Jock is Chairman of the Audit Committee Chairs' Independent Forum.

Sharon White

Non-Executive Director

Appointment to the Board:

Sharon joined the Board as a Non-Executive Director on 1 January 2018.

Committee membership:

Member of the Audit, Nomination and Remuneration Committees.

Skills and qualifications

Sharon is Chair of the John Lewis Partnership and also brings over 25 years' experience in the public sector to the Board. She was until recently Chief Executive of Ofcom and was formerly Director General, Public Spending and Second Permanent Secretary to HM Treasury. She also previously held roles at the British Embassy in Washington, the No 10 Policy Unit, the World Bank and various Government departments including the Department for International Development, the Department of Work and Pensions and the Ministry of Justice.

External appointments:

Sharon is Deputy Chair of Sadlers Wells, a contemporary dance Company.

Resolutions 12 and 13 – Re-appointment of the auditor and auditor's remuneration

At every general meeting at which accounts are presented to shareholders, the Company is required to appoint an auditor to serve until the next such meeting. On the recommendation of the Audit Committee, the Board proposes that Deloitte LLP be re-appointed as the Company's auditor for another year. Shareholders are therefore asked to approve their re-appointment and, following normal practice, to authorise the Audit Committee to determine their remuneration.

Resolution 14 – EU Political donations and expenditure

Section 366 of the Act requires companies to seek shareholder approval for donations to organisations within the European Community which are, or could be, categorised as EU political organisations.

Our policy is that the Group will NOT make donations to any political party.

However, the definition of political donations under the Companies Act 2006 is very broad. It may catch activities such as funding seminars and other functions to which politicians are invited, supporting certain bodies involved in policy review and law reform and matching employees' donations to certain charities. Therefore, in accordance with corporate governance best practice, the Board has again decided to seek shareholders' authority for political donations and political expenditure. This is a protective measure and does not change the Group's policy in respect of donations to political parties. The authority being sought is for an aggregate amount of political donations and expenditure at £90,000 (2019: £90,000), in case any of the Company's normal activities are caught by the legislation. During FY20, no political donations were made and no activities were caught by the legislation.

Resolution 15 – Authority to allot ordinary shares

This resolution seeks to renew for a further year the Directors' general authority to allot shares and to grant rights to subscribe for or to convert any security into shares in the Company given by shareholders at the last Annual General Meeting held on 16 October 2019. The renewed authority would give the Directors authority to allot shares and to grant rights to subscribe for or to convert any security into shares in the Company with an aggregate nominal value of up to £33,943,607 (representing 339,436,070 ordinary shares) which, as at 4 September 2020, being the last practicable date prior to the publication of this Notice, represented approximately one-third of the issued share capital of the Company.

The authority sought under resolution 15 will expire at the earlier of the conclusion of the next Annual General Meeting of the Company and close of business on 14 January 2022. The Board intends to seek renewal of this authority again at next year's Annual General Meeting. The Directors consider that the Company should maintain an adequate margin of shares for use, for example, in connection with a future acquisition or an equity issue. The Directors do not, however, have any present intention to issue new ordinary shares other than in connection with the Company's employee share and incentive plans.

Resolutions 16 to 19 are proposed as special resolutions which require at least a 75% majority of the votes to be cast in favour.

Resolution 16 – Disapplication of pre-emption rights

This resolution also renews an authority granted at the last Annual General Meeting held on 16 October 2019 and gives the Board authority to allot ordinary shares (or sell any ordinary shares which the Company may purchase and elect to hold as treasury shares) for cash without first offering them to existing shareholders in proportion to their existing shareholdings.

This authority would, as in previous years, be limited to allotments or sales in connection with pre-emptive offers or otherwise up to an aggregate nominal amount of £5,091,541 (representing 50,915,410 ordinary shares). This aggregate nominal amount represents approximately 5% of the issued share capital of the Company as at 4 September 2020 being the last practicable date prior to the publication of this Notice. In respect of this maximum amount, the Directors confirm their intention to follow the provisions of the Pre-emption Group's Statement of Principles regarding cumulative usage of authorities within a rolling three year period, which provide that usage in excess of 7.5% should not take place without prior consultation with shareholders.

This authority will expire on the earlier of the conclusion of the next Annual General Meeting of the Company and close of business on 14 January 2022. This authority is granted under section 570 of the Act and is a standard authority taken by most UK listed companies each year.

Resolution 17 – Authority to purchase own shares

This resolution seeks to renew the authority for the Company to make market purchases of its own ordinary shares. No purchases have been made under the authority granted at last year's Annual General Meeting as at the date of this Notice. As announced on 5 September 2018, the Board has introduced flexibility to its Capital Return Plan such that any future special returns may be made through a combination of share buybacks and special dividends (special dividends being the Board's preferred method of returning excess capital to shareholders). Save as described above, the Directors do not currently have any intention of exercising the authority granted by this resolution and are not conflicted in recommending it to shareholders for approval.

Nevertheless, in certain circumstances it may be advantageous for the Company to purchase its own shares and this resolution seeks authority from shareholders to make such purchases in the market. The Directors consider it to be desirable for this general authority to be available to provide flexibility in the management of the Company's capital resources. The authority will in any case be exercised only if, in the opinion of the Directors, this will result in an increase in earnings per share and would be in the best interests of the Company and its shareholders generally, given the market conditions and the price prevailing at the time.

You are asked to consent to the purchase by the Company of up to a maximum aggregate of 101,830,821 ordinary shares, which represents approximately 10% of the Company's issued share capital as at 4 September 2020, being the last practicable date prior to the publication of this Notice.

The Company may either retain any of its own shares which it has purchased as treasury shares with a view to possible reissue at a future date, or cancel them. The Company would consider holding any of its own shares that it purchases pursuant to the authority conferred by this resolution as treasury shares. This would give the Company the ability to reissue treasury shares quickly and cost-effectively, including pursuant to the authority under resolution 16 above and would provide the Company with additional flexibility in the management of its capital base.

The total number of outstanding share awards and options to subscribe for ordinary shares as at 4 September 2020, being the last practicable date prior to the publication of this Notice, was approximately 16,039,164 representing approximately 1.6% of the issued share capital as at 4 September 2020. If the authority to buy back shares under this resolution and the authority granted at the 2019 Annual General Meeting were exercised in full, the total number of outstanding share awards and options to subscribe for ordinary shares outstanding as at 4 September 2020 would, assuming no further ordinary shares are issued, represent 2.0% of the issued share capital as at 4 September 2020.

Resolution 18 – Notice of general meetings

This resolution seeks the approval of shareholders to replace a similar authority granted to the Directors at last year's Annual General Meeting to allow the Company to hold general meetings (other than Annual General Meetings) on 14 clear days' notice as required by the Companies (Shareholders' Rights) Regulations (the 'Regulations'). The shorter notice period would not be used as a matter of routine for such meetings but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole.

Note that the Regulations require that, in order to be able to call a general meeting on less than 21 clear days' notice, the Company must meet certain requirements for electronic voting to be made available to all shareholders for that meeting.

The approval will be effective until the Company's next Annual General Meeting, when it is intended that a similar resolution will be proposed.

Resolution 19 – Articles of Association

It is proposed that the Company adopt new Articles of Association (the 'New Articles') to update the Company's current Articles of Association (the 'Current Articles') which were adopted in 2009. The principal changes introduced in the New Articles are primarily to reflect changes to UK Corporate Governance Code 2018 (the 'Code') requirements as well as best market practice. The principal changes are summarised below:

Untraced shareholders

The New Articles amend the position in relation to untraced shareholders. Rather than requiring the Company to take out two newspaper advertisements, the New Articles require the Company to use reasonable efforts to trace the shareholder. 'Reasonable efforts' to trace a shareholder may include, if considered appropriate, the Company engaging a professional asset reunification company or other tracing agent to search for a shareholder who has not kept their shareholder details up to date.

In addition, the New Articles provide that money from the sale of the shares of an untraced shareholder will be forfeited if not claimed after two years, rather than six years.

These changes reflect best practice and provide the Company with appropriate flexibility in connection with locating untraced shareholders. The amendments are designed to safeguard shareholder rights whilst not placing unduly onerous administrative obligations on the Company.

Sub-division of shares

The New Articles clarify that any shares resulting from a sub-division of the Company's existing shares may, in addition to having any preference or advantage as compared with the Company's other shares, also have deferred or other rights. This change makes administering any sub-division of shares more straightforward.

Operation of general meetings

The New Articles provide that the Company may hold 'hybrid' general meetings (including annual general meetings) in such a way that enables members to attend and participate in the business of the meeting by attending a physical location or by attending by means of an electronic facility. Voting at hybrid meetings will, by default, be decided on a poll. Hybrid meetings may be adjourned in the event of a technological failure.

The New Articles allow the Company, where appropriate, to make changes to the arrangements for general meetings (including the introduction, change or cancellation of electronic facilities) after notice of the meeting has been issued. The Company may give notice of any such changes in any manner considered appropriate (rather than via an advertisement in two national newspapers). The New Articles also explicitly allow the Company to introduce health and safety arrangements at its meetings.

These changes were introduced to provide the Board with greater flexibility to align with technological advances, changes in investor sentiment and evolving best practice, particularly in light of the Covid-19 outbreak. In line with the views expressed by the Investment Association and Institutional Shareholder Services, the changes will not permit meetings to be held exclusively on an electronic basis, so a physical meeting will still be required. In deciding whether to hold a hybrid general meeting in future, the Company will have regard to the views of shareholders and institutional governance bodies at the relevant time.

The New Articles also specifically refer to the possibility of satellite/multi-venue meetings, such as the use of overflow rooms. Satellite meetings are legally valid even without such a provision but reference has been added for clarity.

These changes are primarily contained in articles 47, 48, 50 and 53 in the New Articles. A number of other consequential amendments have been made to the New Articles.

Reappointment of directors

In line with the requirements of the Code, the New Articles require directors to retire (and should they wish to remain in office, seek re-election) at each annual general meeting. This requirement does not apply to directors in their first year of appointment who were appointed in the period between the AGM notice being issued and the AGM itself. This reflects existing Company practice.

Directors below minimum through vacancies

The Current Articles provide that where the number of continuing directors falls below the minimum number or the number required for a quorum of the board, they may only act either to appoint further directors themselves or summon general meetings. The New Articles provide greater flexibility as they allow continuing directors or a sole continuing director to act notwithstanding any vacancy (including to fill vacancies and

summon general meetings for the purpose of appointing further directors). The Board considers it prudent to provide the directors with increased flexibility to ensure that the Company has a functioning board at all times.

Forfeiture of unclaimed dividends

The Current Articles provide that if a dividend or other payment due to members has not been claimed for 12 years after being declared or becoming due, it will be forfeited to the Company. Article 122 of the New Articles reduces this period from twelve to six years, in accordance with prevailing market practice.

Payments of dividends and other amounts

The New Articles give the Board greater flexibility to determine the appropriate method(s) it pays dividends (and other sums) to shareholders. This flexibility will help the Board take account of developments in market practice and keep down the administrative cost of making payments. The New Articles also provide that where a payment cannot be made because a shareholder has not provided valid account details to the company, that amount will be treated as unclaimed until the shareholder provides those details.

Strategic report and supplementary materials

The Companies Act 2006 and the Companies (Receipt of Accounts and Reports) Regulations 2013 allow the Company to send a copy of its strategic report with supplementary material instead of its full accounts to a member who has elected or tacitly agreed to receive these documents, provided that the Company is not prohibited from doing so in its articles. Article 129 is intended to make it clear there is no such prohibition. Shareholders should note that they can always view the full annual report on the Company's website or request a hard copy from the Company's registrar.

Service of notices

Changes are proposed to clarify the articles relating to service of notices or documents by the Company, and in particular, that the Company may choose not to serve a notice or other document to a member where it considers it necessary or appropriate to deal with legal, regulatory or practical problems in a particular territory.

General

As the Company is proposing to make the changes described above, the opportunity has been taken generally to incorporate amendments of a more minor, technical or clarifying nature to reflect changes in applicable law or current market best practice, to remove provisions in the Current Articles which duplicate English company law, and to include some clearer language in other parts of the New Articles.

Issued share capital

All references to the Company's 'issued share capital' in the explanatory notes above are to the Company's issued share capital as at 4 September 2020 being the last practicable date prior to the publication of this notice, which was 1,018,308,218 ordinary shares. As at 4 September 2020, the Company held no ordinary shares as treasury shares. The total voting rights in the Company as at 4 September 2020 were 1,018,308,218.

Directions to the Barratt Developments PLC AGM to be held at

Deutsche Bank AG, 1 Great Winchester Street, London, EC2N 2DB on Wednesday 14 October 2020 at 12 noon

Please note, we strongly advise shareholders NOT to attend the AGM and instead to appoint the Chairman of the meeting as proxy.

The venue has currently limited the total number of people permitted to attend the AGM to 30 (including the Directors). No guests will be permitted and there will be no refreshments served at the AGM.

Should you wish to attend, to comply with the venue's pre-registration requirements, you are required to request a COVID-19 questionnaire via email at agmquestions@barrattplc.co.uk, complete it and submit it to the same email address or by post to The Company Secretary, at the Registered Office below, to be received by us no later than 12 noon on Monday 12 October 2020.

If you attend, you will be asked to comply with all COVID-19 Government and venue guidelines, including agreement to a temperature check and use of a face covering whilst inside the venue. We ask that you do not arrive any earlier than 15 minutes prior to the start of the AGM, observe social distancing measures whilst attending and bring your own water bottle if required.

Visit us online www.barrattdevelopments.co.uk

REGISTERED OFFICE

Barratt Developments PLC Barratt House, Cartwright Way, Forest Business Park, Bardon Hill, Coalville, Leicestershire, LE67 1UF

Tel: 01530 278 278