Persimmon PLC

AGM Information • Apr 14, 2016

Persimmon Plc (the "Company")

At the Annual General Meeting of the Company duly convened and held at York Racecourse, Knavesmire Road, York on 14 April 2016 all of the resolutions were passed on a show of hands and the following resolutions are those relating to Special Business:

ORDINARY RESOLUTION

• 1. That the Directors be and are generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the 'Act'), to exercise 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 ('Relevant Securities'):
• 1.1 up to a maximum aggregate nominal amount (within the meaning of section 551(3) and (6) of the Act) of £10,254,317 (such amount to be reduced by the nominal amount allotted or granted under 12.2 below in excess of such sum); and
• 1.2 comprising equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of the Act) of £20,508,634 (such amount to be reduced by any allotments or grants made under 12.1 above) in connection with or pursuant to an offer by way of a Rights Issue,

to such persons at such times and upon such conditions as the Directors may determine, such authority to expire at the conclusion of the Annual General Meeting of the Company to be held in 2017, or if earlier, on 1 July 2017. This authority shall permit and enable the Company to make offers or agreements before the expiry of this authority which would or might require shares to be allotted or Relevant Securities to be granted after such expiry and the Directors shall be entitled to allot shares and grant Relevant Securities pursuant to any such offers or agreements as if this authority had not expired.

'Rights Issue' for the purposes of this resolution and Resolution [2] means an offer of equity securities open for acceptance for a period fixed by the Directors to holders of equity securities on the register on a fixed record date in proportion (as nearly as may be) to their respective holdings of such securities or in accordance with the rights attached thereto but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory or any other matter whatsoever.

SPECIAL RESOLUTIONS

• 1. That, subject to the passing of the Ordinary Resolution numbered [1] above, the Directors of the Company are authorised pursuant to sections 570(1) and 573 of the Companies Act 2006 (the 'Act') to:
• 2.1 allot equity securities (as defined in section 560 of the Act) of the Company for cash pursuant to the authority conferred by that resolution; and
• 2.2 sell ordinary shares (as defined in section 560(1) of the Act) held by the Company as treasury shares for cash,

as if section 561 of the Act did not apply to such allotment or sale, provided that this power shall be limited to the allotment of equity securities for cash and the sale of treasury shares:

2.2.1 in connection with or pursuant to an offer of or invitation to acquire equity securities (but in the case of the authorisation granted under resolution [1.2] above, by way of a Rights Issue only) in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment or sale (and holders of any other class of equity securities entitled to participate therein or if the Directors consider it necessary, as permitted by the rights of those

securities) but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever; and

2.2.2 in the case of the authorisation granted under resolution [1.1] above (or in the case of any sale of treasury shares), and otherwise than pursuant to paragraph [2.2.1] of this resolution, up to an aggregate nominal amount of £3,076,295

and the authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2017, or if earlier on 1 July 2017, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry and the Directors may allot equity securities or sell treasury shares in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

• 1. That in accordance with section 701 of the Companies Act 2006 (the 'Act') the Company is granted general and unconditional authority to make market purchases (within the meaning of section 693(4) of the Act) of any of its ordinary shares of 10 pence each in its capital ('Ordinary Shares') on such terms and in such manner as the Directors may from time to time determine, and where such shares are held as treasury shares, the Company may use them for the purposes of its employee share schemes, provided that:
• 3.1 this authority shall be limited so that the number of Ordinary Shares which may be acquired pursuant to this authority does not exceed an aggregate of 30,762,952 Ordinary Shares;
• 3.2 the minimum price that may be paid for each Ordinary Share is 10 pence which amount shall be exclusive of expenses, if any;
• 3.3 the maximum price (exclusive of expenses) which may be paid per Ordinary Share shall not be more than the higher of either (1) 105% of the average of the middle market quotations per Ordinary Share as derived from the London Stock Exchange plc Daily Official List for the five business days immediately preceding the date on which such Ordinary Share is contracted to be purchased, or (2) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out;
• 3.4 unless previously revoked, renewed or varied, this authority, shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2017 or, if earlier, on 1 July 2017; and
• 3.5 the Company may, before this authority expires, make a contract to purchase Ordinary Shares that would or might be executed wholly or partly after the expiry of this, and may make purchases of Ordinary Shares pursuant to it as if this authority had not expired.
• 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, such authority to expire at the conclusion of the Annual General Meeting of the Company to be held in 2017.