Bellway PLC — Proxy Solicitation & Information Statement 2013

Nov 15, 2013

ATTENDANCE CARD

Bellway p.l.c. – ANNUAL GENERAL MEETING

FRIDAY 13 DECEMBER 2013

You may submit your proxy electronically using the Share Portal service at
www.capitashareportal.com

If not already registered for the Share Portal, you will need your Investor Code below.

Notice of Availability

• Notice of AGM and Annual Report 2013
  Important – please read carefully
  You can now access the 2013 Annual Report and/or the Notice of AGM by visiting this website:
  www.bellwaycorporate.com

If you wish to receive a paper copy of the Annual Report and/or the Notice of AGM, please contact Capita Asset Services, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Telephone 0871 664 0300 (calls cost 10 pence per minute plus network extras, lines are open 8.30 am to 5.30 pm Monday to Friday) or on +44 208 639 3399 (if calling from outside the UK).

Please note the deadline for receiving proxies is 12.00 noon on 11 December 2013, which is 48 hours before the start of the AGM.

If you are not planning on attending the meeting in person you may appoint a proxy to attend and vote on your behalf by completing and returning the proxy form attached below. Sending a proxy form will not preclude you from attending and voting in person at the meeting. Instructions for completing the proxy form are set out on the reverse.

The annual general meeting (“AGM”) of Bellway p.l.c. will be held at: The Newcastle Marriott Hotel Gosforth Park, High Gosforth Park, Newcastle upon Tyne NE3 5HN on Friday 13 December 2013 at 12.00 noon. If you wish to attend this meeting in your capacity as a holder of Ordinary Shares, please sign this card and bring it with you to the meeting. This will facilitate entry to the meeting.

Signature of person attending
[_________]

Bar code:
[_________]

Investor Code:
[_________]

FORM OF PROXY

Bellway p.l.c. – ANNUAL GENERAL MEETING

FRIDAY 13 DECEMBER 2013

Bar Code:
[_________]

Investor Code:
[_________]

Event Code:
[_________]

I/We being a member of the Company hereby appoint the Chairman of the meeting (or see note 1)
Name of proxy
[_____]
Number of shares if less than total holding
[_______]

as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held at 12.00 noon on Friday 13 December 2013 and at every adjournment thereof. The proxy is instructed to vote on the Resolutions as indicated below:
☐ Please mark ‘X’ here if this appointment is one of multiple appointments being made.

RESOLUTIONS

Please mark ‘X’ to indicate how you wish to vote
For ☐ Against ☐ Vote Withheld

1. To receive and adopt the Accounts and the Directors’ Report and the Auditor’s Report thereon. ☐ ☐ ☐
2. To declare a final dividend. ☐ ☐ ☐
3. To re-elect Mr J K Watson as a director of the Company. ☐ ☐ ☐
4. To re-elect Mr E F Ayres as a director of the Company. ☐ ☐ ☐
5. To re-elect Mr K D Adey as a director of the Company. ☐ ☐ ☐
6. To re-elect Mr M R Toms as a director of the Company. ☐ ☐ ☐
7. To re-elect Mr J A Cuthbert as a director of the Company. ☐ ☐ ☐
8. To re-elect Mr P N Hampden Smith as a director of the Company. ☐ ☐ ☐
9. To re-elect Mrs D N Jagger as a director of the Company. ☐ ☐ ☐

RESOLUTIONS

Please mark ‘X’ to indicate how you wish to vote
For ☐ Against ☐ Vote Withheld

1. To approve the Report of the Board on Directors’ Remuneration. ☐ ☐ ☐
2. To appoint KPMG LLP as the auditor of the Company. ☐ ☐ ☐
3. To authorise the directors to agree the auditor’s remuneration. ☐ ☐ ☐
4. To adopt the new 2013 Performance Share Plan. ☐ ☐ ☐
5. To authorise the directors to allot shares. ☐ ☐ ☐
6. To exclude the application of pre-emption rights to the allotment of equity securities. ☐ ☐ ☐
7. To authorise market purchases of the Company’s own ordinary shares and preference shares. ☐ ☐ ☐
8. To allow the Company to hold general meetings (other than AGMs) at 14 days’ notice. ☐ ☐ ☐

Signature or execution (see notes 4 and 5)
[_________]

Date

[_________]

You may submit your proxy electronically at
www.capitashareportal.com

---

Notes

1. To appoint as a proxy a person other than the Chairman of the meeting insert the full name in the space provided. A proxy need not be a member of the Company.
2. Unless otherwise indicated the proxy will vote as he thinks fit or, at his discretion, abstain from voting.
3. To be valid the Form of Proxy overleaf must arrive not later than 48 hours before the time set for the meeting at Capita Asset Services, PXS, 34 Beckenham Road, Beckenham BR3 4TU. You may also deliver by hand to this address during usual business hours.
4. A corporation must execute the Form of Proxy under either its common seal or the hand of a duly authorised officer or attorney.
5. In the case of joint holdings the vote of the first named in the Register of Members will be accepted to the exclusion of other joint holders.
6. The Form of Proxy is for use in respect of the shareholder account specified overleaf only and should not be amended or submitted in respect of a different account.
7. The "Vote Withheld" option is to enable you to abstain on any particular resolution. Such a vote is not a vote in law and will not be counted in votes "For" and "Against" a resolution.
8. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual (available via www.euroclear.com/CREST).
9. Failure to direct your proxy how to vote will result in you being treated as having disposed of the voting rights attached to the shares to which the proxy relates and you will have to notify the Company as soon as possible (within 2 trading days) if this disposal results in a change in voting rights which is notifiable under the Disclosure and Transparency Rules.
10. The Chairman of the Meeting will be treated as having acquired the voting rights attached to the shares to which the proxy relates and (if aggregated more than 3%) will have to notify the Company of the total voting rights granted to him under proxies as soon as possible after the proxy deadline.

Business Reply
Licence Number
RSBH-UXKS-LRBC

2

PXS
34 BECKENHAM ROAD
BECKENHAM
BR3 4TU