Pre-Annual General Meeting Information • Oct 2, 2025
Pre-Annual General Meeting Information
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Barratt Redrow plc Notice of Annual General Meeting 2025 To be held at 11.00 a.m. on Wednesday 5 November 2025
Whether or not you decide to attend the AGM, we strongly encourage you 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 of the AGM.
2 October 2025
Dear Shareholder
I am pleased to confirm that this year's AGM will be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ at 11 a.m. on Wednesday 5 November 2025. For directions please see the map on page 15 of this document.
The notice convening the AGM (the 'Notice') is set out on pages 3 to 5 of this document. The explanatory notes for the business to be transacted at the AGM are set out on pages 9 to 13, and a summary of the proposed changes to our articles is set out on page 14 of this document.
The AGM is an important event in our corporate calendar which provides the Board with an opportunity to engage with the Company's shareholders. Should you wish to attend the AGM in person, please bring with you the attendance card accompanying the Notice. This will authenticate your right to attend, speak and vote at the AGM and enable us to register your attendance.
For those who are unable to attend in person, a live webcast of the meeting will be available to allow you to follow the business of the AGM virtually. To join via the webcast see note 17 on page 8 of this document. Please note that joining the webcast will not constitute formal attendance at the AGM. You will therefore not be permitted to speak and vote on the business of the AGM, but you will be able to submit questions relating to the business of the AGM via the webcast.
In the event that changes are required to the details of the AGM, we will notify you of the new arrangements as soon as possible prior to the AGM, through our website at www.barrattredrow.co.uk/investors/shareholder-centre and, where appropriate, by a Regulatory Information Service announcement.
The safety and security of our shareholders and colleagues is of upmost importance, and we have therefore decided to put security arrangements in place to ensure the safety and comfort for all attendees and colleagues.
We do not permit behaviour that may interfere with anyone's safety or security or the good order of the meeting. Anyone who wishes to attend our AGM is required to follow our safety and security arrangements which can be found on page 8 of this document.
Your vote is important to us and, whether or not you intend to attend the AGM in person, I do strongly encourage you to appoint me, the Chair of the meeting, as your proxy to ensure your vote is counted if unexpected circumstances prevent you from attending on the day. To be valid, your Form of Proxy must be received by the Registrar no later than 11 a.m. on Monday 3 November 2025.
You can submit your proxy appointments and voting instructions in advance of the AGM by following the relevant instructions set out in notes 2 to 8 inclusive.
In addition to raising questions at the AGM in person or during the live webcast, you can also submit questions in advance by email to [email protected] or by post to the Company Secretary at the registered office address listed below.
Any questions received by email or post before 5 p.m. on Wednesday 29 October 2025 will be answered during the AGM.
We will publish the answers to all questions received before or during the meeting on our website (on an anonymised basis) as soon as practicable after the AGM.
Voting on each of the resolutions to be put to the AGM will be taken on a poll as the Board believes that this is more representative of shareholder voting intentions. 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.
Your Board believes that the resolutions contained in the Notice are in the best interests of the Company and its shareholders as a whole and will promote the success of the Company. Your Directors intend to vote in favour of each resolution and recommend that you do so as well.
Yours faithfully
Caroline Silver Chair
Registered office: Barratt Redrow 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 67th Annual General Meeting ('AGM') of Barratt Redrow plc (the 'Company') will be held at Linklaters LLP, One Silk Street, London EC2Y 8HQ, on Wednesday 5 November 2025 at 11 a.m.
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.
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;
such power to apply, unless previously renewed, revoked or varied, until the end of the next Annual General Meeting of the Company (or, if earlier, until the close of business on 5 February 2027) but, in each case, during this period 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/or sell treasury shares) under any such offer or agreement as if the power had not ended.
such power to apply, unless previously renewed, revoked or varied, until the end of the next Annual General Meeting of the Company (or, if earlier, until the close of business on 5 February 2027) but, in each case, during this period 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/or sell treasury shares) under any such offer or agreement as if the power had not ended.
such authority to apply, unless previously renewed, revoked or varied, until the end of the next Annual General Meeting of the Company (or, if earlier, until the close of business on 5 February 2027) but so that during the relevant period the Company may enter into a contract under which a purchase of ordinary shares will or may be completed or executed wholly or partly after the authority ends and the Company may purchase ordinary shares pursuant to any such contract as if the authority had not ended.
By order of the Board
Company Secretary 16 September 2025
Barratt House, Cartwright Way, Forest Business Park, Bardon Hill, Coalville, Leicestershire LE67 1UF
(incorporated and registered in England and Wales under number 00604574)
A proxy need not be a shareholder of the Company.
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 Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, before 11 a.m. on Monday 3 November 2025 (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).
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 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.
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 RA19) by 11 a.m. on Monday 3 November 2025 (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 connection with this, 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).
The statement of the rights of shareholders in relation to the appointment of proxies in notes 1–2 and 4–8 above does not apply to Nominated Persons. The rights described in such paragraphs can only be exercised by shareholders of the Company.
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 no 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.
Shareholders are being given the opportunity to submit questions relating to the business of the meeting in advance via email at [email protected] or by post to the Company Secretary, Barratt Redrow plc, Barratt House, Cartwright Way, Forest Business Park, Bardon Hill, Coalville LE67 1UF. Questions which relate to the business of the meeting, and which have been received before 5 p.m. on Wednesday 29 October 2025 that we have not responded to may be answered by the Chair at the AGM, and in any event will be put on our website. We will publish the answers to all questions on the Company's website as soon as practicable after the AGM (on an anonymised basis). Questions can also be sent to the Chair of the meeting during the webcast, and questions relating to the business of the AGM will be answered by the Chair during the AGM. Please note, however, that we reserve the right to edit questions or not to answer them (whether at the AGM or subsequently via the Company's website) where we consider it appropriate, taking account of our legal obligations.
We ask that anyone who wishes to attend the AGM bring the attendance card accompanying the Notice. Please ensure you arrive in good time to allow you to complete registration and bag checks before the meeting starts.
The taking of photos, videos or audio recordings is not permitted. Mobile phones and electronic devices should be turned off prior to entering the meeting room. Any directions provided on the day concerning the use of such devices must be adhered to. Anyone who wishes to attend our AGM must follow our safety and security arrangements and anyone who does not comply will be asked to leave. If you have any questions regarding our security arrangements, please contact: [email protected].
Once accessed, you will be prompted to enter your unique Shareholder Reference Number ('SRN') and PIN. Your PIN is the first two and last two digits of your SRN. This will authenticate you as a shareholder.
Your SRN can be found on your Form of Proxy or Notice of Availability letter. If you are not in receipt of your SRN, please contact Equiniti, our Registrar, by email at [email protected].
Access to the AGM will be available from 30 minutes before the AGM start time. An active internet connection is required at all times to allow you to submit questions and view the webcast. It is your responsibility to ensure you remain connected for the duration of the AGM. A user guide to the audio/video webcast is available on our website at: www.barrattredrow.co.uk/ investors/shareholder-centre/2025.
Shareholders joining electronically may type and submit their question in writing. To do this, select the messaging icon from within the navigation bar and type your question at the top of the screen. To submit your question, click on the send button to the right of the text box.
If you are a duly appointed proxy or corporate representative, you must contact the Company's Registrar, Equiniti, which will provide you with details on how to access the AGM, including your unique SRN and PIN. Please contact Equiniti by emailing: [email protected]. To avoid any delays accessing the AGM, contact should be made at least 24 hours prior to the AGM. Mailboxes are monitored 9.00 a.m. to 5.00 p.m. Monday to Friday (excluding public holidays in England and Wales).
The notes on the following pages give an explanation of the proposed resolutions.
Resolutions 1 to 16 are proposed as ordinary resolutions which require at least a simple majority of the votes cast to be in favour.
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 52 week period ended 29 June 2025 and are contained in the 2025 Annual Report.
The Directors' Remuneration Report can be found on pages 124 to 148 of the 2025 Annual Report. The Remuneration Report sets out the remuneration outcomes for the 52 week period ended 29 June 2025 and how the Remuneration Policy will be implemented throughout FY26. As this is an advisory resolution, no entitlement of a Director to remuneration is conditional on the resolution being passed.
The Directors recommend a final dividend of 12.1 pence per ordinary share in respect of the 52 week period ended 29 June 2025.
If approved, the dividend will be paid on 14 November 2025 to shareholders on the register at the close of business on 10 October 2025.
Subject to the final dividend, as set out in resolution 3 to this Notice, being approved by shareholders at the AGM, the Company will once again be offering a dividend re‑investment plan ('DRIP'). For the 52 week period ended 29 June 2025, the DRIP will be provided and administered by the DRIP administrator, Equiniti Financial Services Limited, which is authorised and regulated by the Financial Conduct Authority. The DRIP offers shareholders the
opportunity to elect to invest cash dividends received on their ordinary shares, in purchasing further ordinary shares in the Company. These shares would be bought in the market, on competitive dealing terms. The last election date for a DRIP mandate is 24th October 2025.
Answers to any queries you have, as well as a copy of the full terms and conditions for the DRIP, are available online at www. shareview. co.uk/info/DRIP or on request from the Company's Registrar, Share Dividend Team, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. If you would prefer to speak to the Registrar, you can contact Equiniti on the Shareholder Services Helpline on 0371 384 2657 from within the UK. If calling from outside the UK, please ensure the country code is used. 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 8.30 a.m. to 5.30 p.m. Monday to Friday (excluding public holidays in England and Wales).
For those shareholders who have previously elected to participate in the DRIP, the final dividend payment, if approved, will automatically be invested in purchasing further shares in the Company. No further action is required.
Each of the Directors has been subject to a formal performance evaluation process which concluded 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 Chair, is considered to be independent. The Chair was independent upon appointment. The Board therefore recommends the re‑election of each of the Directors with the exception of Jock Lennox who will step down from the Board at the conclusion of the AGM following completion of nine years as a Non-Executive Director on the Board.
continued
The biographical details below are given in support of the Board's recommendation to re-elect the following Directors of the Company:
Non-Executive Chair
Caroline joined the Board as a Non-Executive Director on 1 June 2023 and became Chair of the Company on 30 June 2023.
Caroline brings a wealth of knowledge and experience to the Board across a number of commercial, financial, investment banking, governance and board leadership roles. Caroline was Chair of PZ Cussons PLC until 31 March 2023 and was Non-Executive Director of Meggitt PLC and M&G PLC. She served on the boards of BUPA and the London Ambulance Service NHS Trust and as a trustee of the Victoria and Albert Museum. She spent over 30 years in the investment banking sector, holding senior corporate finance and M&A positions at Morgan Stanley and Merrill Lynch, and until 2020, was a partner and Managing Director at Moelis & Company. Caroline started her career as a Chartered Accountant at PwC.
Caroline is currently a Non-Executive Director at Tesco PLC and Intercontinental Exchange, Inc. She is also a member of the International Advisory Board of Adobe Inc, a member of the V&A Foundation, a Senior Adviser to Moelis & Company and Chair of the Audit Committee of the National Film and Television School.
David joined the Board as an Executive Director and Group Finance Director on 13 July 2009, and was appointed Chief Executive on 1 July 2015.
David brings significant leadership and finance experience acquired over several 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. David is also a former Trustee of the Barratt Redrow plc Charitable Foundation.
David is a Non-Executive Director of the HBF, Chair of the Future Homes Hub, a member of the Net Zero Council and a Trustee at CentrePoint, the UK's leading youth homelessness charity.
Mike joined the Board as an Executive Director and Chief Financial Officer on 6 December 2021.
Mike has extensive experience in the housebuilding sector and is a Fellow of the Institute of Chartered Accountants in England and Wales. He was previously Chief Financial Officer of Countryside Properties PLC, having joined as Group Financial Controller in 2014. Prior to this, Mike held a number of senior finance roles at J Sainsbury plc, including latterly as Head of Investor Relations, and spent 11 years at PwC.
Mike holds no external appointments.
Nicky joined the Board as a Non- Executive Director on 4 October 2024 having previously been a Non- Executive Director on the Redrow plc board. Nicky became the Chair of the Workforce Forum from 5 September 2025 and will take on the role of Senior Independent Director when Jock Lennox steps down from the Board on the conclusion of the 2025 AGM.
Nicky has strong Non-Executive Director experience and has extensive knowledge of retailing and customer service. She is a Fellow member of the Association of Chartered Certified Accountants having trained as an accountant with Marks & Spencer Group plc and held various strategic and financial roles within the company over a 23-year period. Following this, she was appointed to the Board of Hobbs Limited and became Chief Executive from 2008 until 2014. Nicky joined the Redrow Board in November 2019 and held the roles of Senior Independent Director and Chair of the remuneration Committee.
Nicky is currently a Senior Independent Director and Chair of the Remuneration Committee of The Unite Group plc and a Non- Executive Director and Chair of the Remuneration Committee of WH Smith plc.
Katie joined the Board as a Non-Executive Director on 1 March 2021 and became Chair of the Remuneration Committee on 4 May 2021.
Katie brings extensive business transformation experience together with considerable digital expertise. She has held numerous leadership positions, including Co-CEO of Marks and Spencer Group plc and Executive Chair of SSE Energy Services, where she led its separation from SSE plc. Katie was also a Non-Executive Director of Marks and Spencer Group PLC and SSE plc, and chaired the latter's Remuneration Committee. Prior to this, she worked in a variety of general management roles.
Katie is a Non-Executive Director and member of the Remuneration Committee of Aberdeen Group plc, a Non-Executive Director and member of the Corporate Responsibility and Sustainability Committee and the Nomination and Governance Committee of J Sainsbury plc, and the Senior Independent Director of Diploma plc. She is also the Senior Independent Director of the England and Wales Cricket Board, and a Non-Executive Director of the Royal Marsden NHS Foundation Trust.
Jasi joined the Board on 1 January 2023. She will become Chair of the Audit and Risk Committee when Jock Lennox steps down from the Board on the conclusion of the 2025 AGM.
Jasi brings considerable financial and business skills and experience which complement those of other Board members. She is a Chartered Management Accountant and holds an MSc in investment management from the CASS Business School. Before being appointed to the Board of 3i Group plc, she held a variety of posts there, most recently as Group Financial Controller. She was also a Non-Executive Director and Chair of the Audit Committee at Porvair Plc until January 2023.
Jasi Halai is Chief Operating Officer of 3i Group plc. She was appointed to the Board in May 2022 and is a member of the Executive Committee, Investment Committee, Group Risk Committee and Sustainability Committee. Jasi is also a member of the Supervisory Board of Peer Holding I B.V., the Dutch holding company for the Group's investment in Action.
Geeta joined the Board as a Non-Executive Director on 4 October 2024 having previously been a Non-Executive Director on the Redrow plc board. She was appointed Chair of the Sustainability Committee on 1 August 2025.
Geeta has been a long-serving chief executive, with over 35 years' experience in the property sector, including housing associations, the private rental sector and the associated policy development arena. Geeta is the former Chief Executive Officer of Metropolitan Thames Valley Housing Association, one of the largest housing associations in the country. She was previously a Non-Executive Director of McCarthy Stone plc, a developer and manager of retirement communities, and is also the former Chair of G15, the group representing London's largest housing associations.
Geeta currently Chairs PRS REIT plc and Lloyds Living Pathways. She is also a Non-Executive Director of Crisis, the homelessness charity, and is a member of the Homewards National Advisory Panel, part of the Royal Foundations programme to end homelessness. Geeta obtained an OBE in 2012 for her services to social housing.
Nigel joined the Board as a Non-Executive Director on 1 October 2023 and was appointed Chair of the Safety, Health and Environmental Committee on 1 August 2025.
Nigel brings 40 years of experience in property investment and development to the Board. Up until June 2023, he was the Head of Development and a member of the Executive Committee at British Land Company plc, where he had worked since 1992. His responsibilities included leadership of British Land's property development activities throughout the UK and across all sectors, primarily office, retail, residential and urban logistics. He was also responsible for delivery of the group's industry-leading Environment, Social and Governance (ESG) strategy, including developing all new buildings to net zero embodied carbon.
Nigel is currently a Non-Executive Director of Precede Capital Partners, non-executive Board Adviser to Sir Robert McAlpine and an adviser to Realty Income Corporation.
Chris joined the Board as a Non-Executive Director on 1 March 2021 and chaired the SHE Committee from 4 May 2021 until the close of business on 31 July 2025.
Chris brings to the Board considerable commercial experience, driving performance and growth, including as former Chief Executive Officer at Aggreko Limited and as Managing Director, International Downstream at Centrica plc. Chris joined Centrica after a successful career in the telecoms industry working for Cable & Wireless Plc and One.Tel. Until June 2023, Chris was also a Non-Executive Director on the board of the Royal Navy.
Chris was appointed as Chief Executive Officer of Thames Water Utilities in January 2024 and as a Non-Executive Director of sportquest Holidays Ltd in August 2023
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 and Risk Committee, the Board proposes that Deloitte LLP be reappointed as the Company's auditor for another year. Shareholders are therefore asked to approve its reappointment and, following normal practice, to authorise the Audit and Risk Committee to determine its remuneration.
Part 14 of the Act prohibits companies from making political donations exceeding £5,000 in aggregate in any 12-month period to: (i) political parties; (ii) other political organisations; and (iii) independent election candidates and from incurring political expenditure without shareholders' consent.
Our policy is that the Group will not make donations to any political party and the Directors have no intention of using the authority proposed by resolution 15 for that purpose.
However, the definition of political donations under the Act 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 precautionary 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 (2024: £90,000), in case any of the Group's normal activities are caught by the legislation. During FY25, no political donations were made and no activities were caught by the legislation.
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 23 October 2024. 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 £47,804,247 (representing 478,042,470 ordinary shares of 10 pence each) which, as at 15 September 2025, being the latest practicable date prior to the publication of this Notice, represented approximately one-third of the issued share capital of the Company (excluding treasury shares).
The authority sought under this resolution will, unless previously renewed, revoked or varied, expire at the earlier of the conclusion of the next Annual General Meeting of the Company and close of business on 5 February 2027. The Board intends to seek renewal of this authority again at the next 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.
These resolutions would give the Board authority to allot ordinary shares (or sell any ordinary shares which the Company holds in treasury) for cash without first offering them to existing shareholders in proportion to their existing shareholdings.
The Company continues to follow the principles set out by the Pre-Emption Group ('PEG') in respect of the proportion of issued capital (excluding treasury shares) which may be allotted on the basis contemplated by resolutions 17 and 18, in each case as permitted in the PEG Statement of Principles 2022.
The power set out in resolution 17 would be limited to: (a) pre‑emptive offers (including rights issues or other open offers) and to holders of other equity securities if required by the rights of those securities, or as the Board otherwise considers necessary; (b) otherwise, allotments or sales up to an aggregate nominal amount of £14,341,274 (representing 143,412,740 ordinary shares and approximately 10% of the issued ordinary share capital of the Company (excluding treasury shares) as at 15 September 2025, being the latest practicable date prior to publication of this Notice); and (c) allotments or sales up to an additional aggregate nominal amount equal to 20% of any allotments or sales made under (b) above (so a maximum of 2% of issued share capital), such power to be used only for the purposes of making a follow-on offer of a kind contemplated by Part 2B of PEG Statement of Principles 2022.
Resolution 17 is intended to give the Company flexibility to make non-pre-emptive issues of ordinary shares in connection with acquisitions and specified capital investments as contemplated by the PEG Statement of Principles 2022. The power under resolution 18 is in addition to that proposed by resolution 17 and would be limited to: (a) allotments or sales of up to an aggregate nominal amount of £14,341,274 (representing 143,412,740 ordinary shares and an additional approximately 10% of the issued ordinary share capital of the Company (excluding treasury shares) as at 15 September 2025, being the latest practicable date prior to publication of this Notice); and (b) allotments or sales up to an additional aggregate nominal amount equal to 20% of any allotments or sales made under (a) above (so a maximum of 2% of issued share capital), such power to be used only for the purposes of making a follow-on offer of a kind contemplated by Part 2B of the PEG Statement of Principles 2022.
The limits in resolutions 17 and 18 are in line with those set out in the PEG Statement of Principles 2022. The Directors have no present intention to exercise the powers sought by resolutions 17 or 18 other than in connection with the Company's employee share and incentive plans.
If the powers sought by resolutions 17 or 18 are used in relation to a non-pre-emptive offer, the Directors confirm their intention to follow the shareholder protections in paragraph 1 of Part 2B of the PEG Statement of Principles 2022 and, where relevant, follow the expected features of a follow-on offer as set out in paragraph 3 of Part 2B of the PEG Statement of Principles 2022.
These authorities will, unless previously renewed, revoked or varied, expire on the earlier of the conclusion of the next Annual General Meeting of the Company and close of business on 5 February 2027.
This resolution seeks to renew the authority for the Company to make market purchases of its own ordinary shares.
Authority is sought for the Company to purchase up to 143,412,743 of its ordinary shares, which represents approximately 10% of the Company's issued share capital (excluding treasury shares) as at 15 September 2025, being the latest practicable date prior to the publication of this Notice. Resolution 19 specifies the maximum and minimum price at which the Company may purchase its ordinary shares. The authority shall, unless previously renewed, revoked or varied, expire at the end of the Company's next Annual General Meeting after the resolution is passed or, if earlier, at the close of business on 5 February 2027.
The Directors consider it to be desirable for this authority to be available to provide flexibility. 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.
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 and would provide the Company with additional flexibility in the management of its capital base.
On 12 February 2025 the Company announced its intention to return excess capital of up to £50,000,000 to its shareholders through the implementation of a share buyback programme, to be completed by 30 June 2025. As part of this share buyback programme, the Company purchased a total number of 11,270,807 ordinary shares of 10 pence each, representing 0.78% of shares in issue prior to the share buyback programme, for a total consideration of £50,000,000, excluding costs. To carry out the buyback programme, the Company used its authority to purchase its own shares in the market, as granted by shareholders at the last AGM held on 23 October 2024. All shares purchased were cancelled.
On 15 July 2025 the Company announced its intention to return excess capital of up to £100,000,000 to its shareholders through the implementation of a share buyback programme, to be completed by the end of the 2026 financial year. As part of this share buyback programme, as at 15 September 2025, being the latest practicable date prior to the publication of this Notice, the Company had purchased a total number of 5,977,678 ordinary shares of 10 pence each, representing 0.42% of shares in issue prior to the share buyback programme, for a total consideration of £ 22,299,765, excluding costs. To carry out this buyback programme, the Company is using its authority to purchase its own shares in the market, as granted by shareholders at the last AGM held on 23 October 2024. Subject to resolution 19 being passed, the Company will use its authority under resolution 19 to continue the buyback programme. All shares purchased have been or will be cancelled.
As at 15 September 2025, being the latest practicable date prior to the publication of this Notice, the total number of outstanding
share awards and options to subscribe for ordinary shares, was approximately 29,195,821 representing approximately 2.04% of the issued share capital (excluding treasury shares). If the authority to buy back shares under this proposed resolution and the authority granted at the 2024 AGM were both exercised in full, the total number of outstanding share awards and options to subscribe for ordinary shares outstanding as at 15 September 2025 would, assuming no further ordinary shares are issued, represent 2.45% of the issued share capital (excluding treasury shares).
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 2009 (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.
All references to the Company's 'issued share capital' in the explanatory notes above are to the Company's issued share capital as at 15 September 2025, being the latest practicable date prior to the publication of this Notice, which was 1,434,127,431 ordinary shares.
As at 15 September 2025, the Company held no ordinary shares as treasury shares. The total voting rights in the Company as at 15 September 2025 were 1,434,127,431.
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 2020. The principal changes introduced in the New Articles are summarised in the Appendix to this Notice.
The following is a summary of the principal changes proposed to be made in the New Articles, which are intended to replace the Current Articles, which were adopted in 2020. The New Articles have been updated to reflect current market practice, provide greater flexibility to the Board, and clarify certain provisions. A copy of the full New Articles will be available for inspection at the place of the AGM for at least 15 minutes prior to and during the meeting, and on the National Storage Mechanism from the date of this Notice.
(Articles 130 and 134) – amendments have been made in relation to notices sent to members. This includes clarifying that any member with a registered address outside the UK that fails to supply an appropriate address (i.e. postal address within the United Kingdom or an address for the purposes of communications by electronic means) to the company will not be entitled to receive notices from the company, and restricting the sending of hard copies when electronic means are used only to instances where the company is aware that the member has not received the notice.
Directions to the Barratt Redrow plc AGM to be held at Linklaters LLP, One Silk Street, London EC2Y 8HQ, on Wednesday 5 November 2025 at 11 a.m.

If you would prefer not to attend in person, you can view the live webcast. Details of how to join are set out in note 17 on page 8 of this document. Shareholders can send questions during the webcast or prior to the meeting by email to [email protected] or by post to the Company Secretary at the registered office address below. Questions relating to the business of the AGM and which have been received before 5 p.m. on Wednesday 29 October 2025 will be answered by the Chair at the meeting. Answers to all questions received either before or at the AGM will be available on our website as soon as practicable after the AGM.
Barratt Redrow plc Barratt House, Cartwright Way, Forest Business Park, Bardon Hill, Coalville, Leicestershire LE67 1UF
Tel: 01530 278278
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