Bellway PLC

Pre-Annual General Meeting Information • Dec 15, 2023

BELLWAY p.l.c.

Company number 01372603

The following resolutions were passed as special business at the Company's Annual General Meeting held on 15 December 2023.

ORDINARY RESOLUTION

To consider, and if thought fit, pass the following resolu�on which will be proposed as an ordinary resolu�on:

1. THAT the Bellway p.l.c. Performance Share Plan in the form produced to the mee�ng and ini�alled by the Chair of the mee�ng forthe purposes of iden�fica�on (the 'PSP'), the principal terms of which are summarised in the Appendix to this no�ce, be and it is hereby approved and the Directors of the Company be and are hereby authorised to adopt the PSP and do all acts and things which they may, in their absolute discre�on, consider necessary or expedient to give effect to the PSP, and the Directors of the Company be and are hereby authorised to adopt further schemes based on the PSP but modified to take account of local tax, exchange control or securi�es laws in overseas territories, provided that any shares made available under such further schemes are treated as coun�ng against any limits on individual or overall par�cipa�on in the PSP.

2. THAT the rules of the Bellway p.l.c. Savings Related Share Op�on Scheme in the form produced to the mee�ng and ini�alled by the Chair of the mee�ng for the purposes of iden�fica�on (the 'SRSOS'), the principal terms of which are summarised in the Appendix to this no�ce, be and are hereby approved and the Directors of the Company be and are hereby authorised to adopt the SRSOS and do all acts and things which they may, in their absolute discre�on, consider necessary or expedient to give effect to the Sharesave Scheme, and the Directors of the Company be and are hereby authorised to adopt further schemes based on the SRSOS but modified to take account of local tax, exchange control or securi�es laws in overseas territories, provided that any shares made available undersuch further schemes are treated as coun�ng against any limits on individual or overall par�cipa�on in the SRSOS.

3. THAT the Directors be generally and uncondi�onally authorised pursuant to and in accordance with sec�on 551 of the Companies Act 2006 (the 'Act') to exercise all the 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:

(a) up to a maximum aggregate nominal amount of £4,979,017 (such amount to be reduced by any allotments or grants made under paragraph (b) below in excess of such sum); and

(b) comprising equity securi�es (within the meaning of sec�on 560 of the Act) up to a maximum nominal amount of £9,958,034 (such amount to be reduced by any allotments or grants made under paragraph (a) above) in connec�on with an offer by way of a rights issue:

(i) to ordinary shareholders in propor�on (as nearly as may be prac�cable) to their exis�ng holdings; and

(ii) to holders of other equity securi�es as required by the rights of those securi�es or as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restric�ons and make any arrangements which they consider necessary or appropriate to deal with any treasury shares, frac�onal en�tlements, record dates, legal, regulatory or prac�cal problems in, or under the laws of, any territory or any other mater.

The authori�es conferred on the Directors under paragraphs (a) and (b) above shall apply in subs�tu�on for all pre-exis�ng authori�es under that sec�on and shall expire at the conclusion of the next Annual General Mee�ng of the Company (or, if earlier, at the close of business on 15 March 2025), unless previously revoked or varied by the Company, and such authority shall extend to the making before such expiry of an offer or an agreement that would or might require equity securi�es to be alloted a�er such expiry, and the Directors may allot shares in the Company and grant rights to subscribe for, or to convert any security into, shares in the Company in pursuance of that offer or agreement as if the authority conferred hereby had not expired.

SPECIAL RESOLUTIONS

To consider and if thought fit, pass the following resolu�ons which will be proposed as special resolu�ons:

1. THAT, if Resolu�on 14 above is passed, and in place of all exis�ng powers, the Directors be authorised to allot equity securi�es (as defined in sec�on 560 of the Act) pursuant to sec�on 570 and 573 of the Act for cash under the authority given by that resolu�on and/or to sell ordinary shares held by the Company as treasury shares for cash as if sec�on 561 of the Act did not apply to any such allotment or sale, such authority to be limited to:

(a) the allotment of equity securi�es or sale of treasury shares in connec�on with an offer of, or invita�on to apply for, equity securi�es (but in the case of the authority granted under paragraph (b) of Resolu�on 14, by way of a rights issue only):

(i) to ordinary shareholders in propor�on (as nearly as may be prac�cable) to their exis�ng holdings; and

(ii) to holders of other equity securi�es as required by the rights of those securi�es or as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restric�ons and make any arrangements which they consider necessary or appropriate to deal with any treasury shares, frac�onal en�tlements, record dates, legal, regulatory or prac�cal problems in, or under the laws of, any territory or any other mater;

(b) in the case of the allotment of equity securi�es and/or sale of treasury shares (otherwise than under paragraph (a) above) up to an aggregate nominal amount of £1,493,705; and

(c) otherwise than under paragraph (a) or (b) above) up to a nominal amount equal to 20% of any allotment of equity securi�es from �me to �me under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Sec�on 2B of the Statement of Principles on Disapplying Pre-Emp�on Rights most recently published by the Pre-Emp�on Group prior to the date of this no�ce,

such authority to expire at the conclusion of the next Annual General Mee�ng of the Company (or, if earlier, at the close of business on 15 March 2025) but, in each case, prior to its expiry the Company may make offers and enter into agreements which would, or might, require equity securi�es to be alloted (and treasury shares to be sold) a�er the authority expires and the Directors may allot equity securi�es (and sell treasury shares) under any such offer or agreement as if such authority had not expired.

1. THAT if Resolu�on 14 is passed, the Directors be authorised in addi�on to any authority granted under Resolu�on 15 to allot equity securi�es (as defined in sec�on 560 of the Act) for cash under the authority given by that resolu�on and/or to sell ordinary shares held by the Company as treasury shares for cash as if sec�on 561 of the Act did not apply to any such allotment or sale, such authority to be:

(i) limited to the allotment of equity securi�es or sale of treasury shares up to a maximum aggregate nominal amount of £1,493,705;

(ii) used only for the purposes of financing (or refinancing, if the authority is to be used within six months a�er the original transac�on) a transac�on which the Directors determine to be an acquisi�on or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emp�on Rights most recently published by the Pre-Emp�on Group prior to the date of this no�ce; and

(iii) limited to the allotment of equity securi�es (otherwise than under paragraphs (i) and (ii) above) up to a nominal amount equal to 20% of any allotment of equity securi�es from �me to �me under paragraphs (i) and (ii) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Sec�on 2B of the Statement of Principles on Disapplying Pre-Emp�on Rights most recently published by the Pre-Emp�on Group prior to the date of this no�ce,

such authority to expire at the conclusion of the next Annual General Mee�ng of the Company (or, if earlier, at the close of business on 15 March 2025) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securi�es to be alloted (and treasury shares to be sold) a�er the authority expires and the Directors may allot equity securi�es (and sell treasury shares) under any such offer or agreement as if such authority had not expired.

1. THAT the Company be and is generally and uncondi�onally authorised for the purposes of sec�on 701 of the Act, to purchase ordinary shares in the capital of the Company by way of one or more market purchases (within the meaning of sec�on 693 of the Act) on such terms and in such manner as the Directors may determine subject to the following condi�ons:

(a) the maximum number of ordinary shares hereby authorised to be purchased is 11,949,640 shares, being approximately 10% of the ordinary shares in issue as at 16 October 2023;

(b) the minimum price (exclusive of expenses) is 12.5p per share;

(c) the maximum price (exclusive of expenses) at which ordinary shares may be purchased shall not exceed

(i) an amount equal to 105% of the average of the middle market quota�ons derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which the ordinary shares are contracted to be purchased, and

(ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange trading system, in both cases exclusive of expenses, unless previously renewed, varied or revoked, the authority to purchase conferred by this resolu�on shall expire at the conclusion of the next Annual General Mee�ng of the Company or, if earlier, 15 months a�er the passing of this resolu�on provided that any contract for the purchase of any shares, as aforesaid, which was concluded before the expiry of the said authority may be executed wholly or partly a�er the said authority expires and the relevant shares purchased pursuant thereto.

1. THAT a general mee�ng of the Company, other than an Annual General Mee�ng of the Company, may be called on not less than 14 clear days' no�ce.

……………………………….

S Scougall

Group General Counsel and Company Secretary

15 December 2023