Redrow PLC — AGM Information 2016

Apr 14, 2016

This document is important and requires your immediate attention.

If you are in any doubt as to the action you should take, you are recommended to immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all of your ordinary shares in the Company, please forward this document, together with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee or to the stockbroker, bank manager, or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

Redrow plc

(incorporated and registered under the laws of England and Wales with registered No. 2877315)

Proposed Transaction with Steve Morgan and Notice of General Meeting

This document should be read as a whole. Your attention is drawn to the letter to Shareholders from the Senior Independent Director of Redrow plc (''Redrow'' or the ''Company''). This document contains a recommendation that you vote in favour of the resolution to be proposed at the General Meeting referred to below.

Notice of a general meeting of Redrow to be held at Redrow House, St. David's Park, Flintshire CH5 3RX at 10:00am (UK time) on 9 May 2016 (the ''General Meeting'') is set out at the end of this document (the ''Notice of General Meeting''). A form of proxy to be used in connection with the General Meeting is enclosed (''Form of Proxy'') and, to be valid, should be completed, signed and returned following the procedures described in Note 1 of the Notice of General Meeting so as to be received by the Company's registrars as soon as possible but, in any event, so as to arrive no later than 10:00am (UK time) on 5 May 2016 (or, in the case of an adjourned meeting, at least 48 hours before the time appointed for holding the adjourned meeting). Completion and return of a Form of Proxy will not prevent Shareholders from attending and voting in person should they wish to do so.

Letter from the Senior Independent Director of Redrow plc

(incorporated and registered under the laws of England and Wales with registered No. 2877315) Directors:

Steve Morgan, Chairman John Tutte, Group Chief Executive Officer Barbara Richmond, Group Finance Director Debbie Hewitt, Senior Independent Director Nick Hewson, Non-Executive Director Sir Michael Lyons, Non-Executive Director Liz Peace, Non-Executive Director

Company Secretary:

Graham Cope

Registered office: Redrow House, St. David's Park Flintshire CH5 3RX

13 April 2016

Dear Shareholder

Proposed transaction with Steve Morgan and Notice of General Meeting

1 Introduction

Redrow proposes a transaction (the ''Transaction'') under which its wholly owned subsidiary Redrow Homes Limited (''Redrow Homes'') will sell six units (the ''Units'') at numbers 25, 26 and 28 to 31 Stretton Green, Tilston, Malpas, Cheshire (''Stretton Green'') to Steve Morgan, Chairman of the Board of Directors of Redrow, for the amount of £860,000.

Purpose of this document

The purpose of this document is to provide you with further details about the Transaction and to explain why the board of directors of Redrow (the ''Board'') believes it is in the best interests of the Company and Shareholders as a whole. The Board recommends that you vote in favour of the resolution to be proposed at the General Meeting (the ''Resolution''), as further set out in paragraph 9 below.

The General Meeting will be held on 9 May 2016 at 10:00am (UK time) at Redrow House, St. David's Park, Flintshire CH5 3RX. The Notice of General Meeting can be found at the end of this document and a Form of Proxy accompanies this document.

Substantial Property Transaction

The Transaction is between Redrow Homes, a subsidiary undertaking of Redrow, and Steve Morgan, Chairman of the Board.

The Transaction does not require Shareholder approval under the related party transaction provisions of the Listing Rules which apply to the Company because the Transaction falls within an exemption to the related party transaction provisions of the Listing Rules because of its low value.

However, the Transaction constitutes a substantial property transaction under section 190 of the Companies Act 2006 as it is a transaction between Redrow Homes (a wholly owned indirect subsidiary of Redrow) and a director of the Company in respect of a non-cash asset the value of which exceeds £100,000. Therefore, the Transaction is conditional upon the approval of the Company's Shareholders by way of an ordinary resolution, which is to be sought at a General Meeting of the Company to be held on 9 May 2016.

In accordance with the Board's governance arrangements and the relationship agreement between Steve Morgan, Redrow and Bridgemere Securities Limited dated 16 November 2014, Steve Morgan has not taken part in the Board's consideration of the Transaction or in the recommendation to vote in favour of the Resolution having declared his interest as potential purchaser of the Units pursuant to the Transaction.

2 Summary Information on Redrow

Redrow is one of the UK's leading residential property developers, aiming to be the developer of choice for customers, colleagues, landowners, suppliers, subcontractors and investors.

Redrow operates across a wide range of developments from large greenfield sites to complex brownfield regeneration schemes. The core business of the Redrow Group is residential development. This involves the acquisition of land, construction and subsequent marketing and selling of homes. Redrow designs and builds residential housing developments, with the Redrow Group's products ranging from affordable and entry-level homes to family and executive homes. Developments range in size from a small number of houses to several hundreds.

3 Summary Information on Steve Morgan

Steve Morgan founded Redrow in 1974 and grew the business from a small civil engineering contractor to one of the UK's leading home builders. He floated the Company in 1994 and eventually stepped down as Chairman in November 2000, returning as Chairman in March 2009.

Steve is also Chairman of the Bridgemere group of companies.

He set up The Morgan Foundation in 2000, which is one of the largest charitable trusts in the north of England. Steve is a Fellow of the Chartered Institute of Building and holds four Honorary Degrees. He was awarded an OBE in 1992.

4 Background to and reasons for the Transaction

Redrow purchased the site at Stretton Green in August 2012 and under the terms of the planning obligations under section 106 of the Town and Country Planning Act 1990 (as amended) (the ''Section 106 Agreement''), the Units were required to be provided as affordable units as part of the development of Stretton Green. Under the terms of the Section 106 Agreement the Units were specified as shared ownership units which must be sold by a registered provider of social housing (a ''Registered Provider'') on a shared ownership lease basis of 125 years for between 25 per cent. and 80 per cent. of market value.

During 2013, Redrow Homes sought offers for the Units and received offers of £511,000 and £837,500 from Registered Providers. Redrow Homes did not accept these offers and decided to explore relocating the allocation of affordable units to another site in Cheshire. After initial consultation, this proposal was not supported by the local authority.

As the completion of the construction of the units at Stretton Green is due to finish shortly, Redrow Homes decided to re-tender the Units. The highest offer received for the Units from a Registered Provider was £842,000.

Steve Morgan made a proposal to Redrow Homes to acquire the Units in order to use them for the affordable housing purposes stated in the Section 106 Agreement, which includes housing the staff of the Carden Hall Estate and the Carden Park Hotel (each of which are owned by Steve Morgan). Steve Morgan made an offer to Redrow Homes of £860,000 for the Units, higher than any other current or previous offer received by Redrow Homes for the Units.

Taking into account the offers received to date, Redrow Homes concluded that the sale to Steve Morgan was the best opportunity to maximise the return to Redrow Homes from the sale of the Units.

In order to facilitate this sale, the Section 106 Agreement has been amended by the local authority through a deed of variation to allow a second category of affordable housing, so that the Units can be let as rented affordable units at a rent capped at 80 per cent. of the market rent, and approve Steve Morgan as a Registered Provider solely for the purpose of this Section 106 Agreement.

On 8 April 2016, Steve Morgan and Redrow Homes entered into a sale contract to effect the Transaction (the ''Sale Contract''), completion of which is conditional on the approval of the Resolution by the Redrow Shareholders.

5 Risks relating to the Transaction

The Board believes that the Transaction has been entered into on arm's length and commercial terms which are customary for agreements of this nature. The Board has not identified any material risks for Redrow or Redrow Homes in connection with the Transaction.

If the Resolution is not approved by the Redrow Shareholders and the Transaction does not proceed, there is a risk that Redrow Homes may not be able to sell the Units in the future on terms which are as beneficial for Redrow Homes as the terms of the Transaction.

6 Terms of the Transaction

The material terms of the Sale Contract entered into between Redrow Homes and Steve Morgan are as follows:

• (i) Steve Morgan shall pay £860,000 in cash for the Units (of which a 10 per cent. deposit was paid on execution of the Sale Contract, which shall be refunded if the Resolution is not approved by the Redrow Shareholders);
• (ii) completion of the Transaction is conditional on the approval of the Redrow Shareholders at the General Meeting, in accordance with the requirements of section 190 of the Companies Act 2006;
• (iii) the Units are sold in compliance with the provisions of the Section 106 Agreement (as varied);
• (iv) a covenant that the Units are to be used and occupied in compliance with the obligations set out in the Section 106 Agreement (as varied); and
• (v) completion of the Transaction shall take place seven days following the service of a notice by Redrow Homes.

7 General Meeting

As explained in paragraph 1 above, the Transaction constitutes a transaction by a Company's subsidiary with a director of the Company which is required to be approved by Shareholders in accordance with section 190 the Companies Act 2006 and is therefore subject to Shareholder approval.

You will find set out at the end of this document a notice convening a General Meeting of the Company to be held on 9 May 2016 at 10:00am (UK time) at Redrow House, St. David's Park, Flintshire CH5 3RX. This General Meeting is being held for the purpose of considering and, if thought fit, passing the Resolution to approve the Transaction and related arrangements. The Resolution is set out in full in the Notice of General Meeting.

The Resolution is proposed as an ordinary resolution which in order to be passed must be approved by Shareholders representing a simple majority of the total voting rights of Shareholders who, being entitled to vote, do so in person or by proxy at the General Meeting.

8 Action to be Taken

Whether or not Shareholders propose to attend the General Meeting, it is important that they complete, sign and return a Form of Proxy or vote electronically as set out below. The completion and return of a Form of Proxy in hard copy or voting electronically will not prevent you from attending and voting at the General Meeting in person if you wish.

To be valid, the Form of Proxy must be lodged with the Company's registrars by not later than 10:00am (UK time) on 5 May 2016.

Shareholders receiving hard copies of this document or a postal alert will also have received a Form of Proxy for voting at the General Meeting.

Shareholders should return the Form of Proxy to the reply-paid address shown on the Form of Proxy or, for personal delivery, to Computershare Investor Services plc at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, or, alternatively may give their instructions electronically via the registrar's website: www.investorcentre.co.uk/eproxy. If their shares are held in CREST, they may if preferred give instructions electronically via CREST as detailed in the notes to the Notice of General Meeting.

9 Recommendation

The Board considers the Transaction to be in the best interests of the Company and Shareholders as a whole. The Board is satisfied that the purchase price to be paid by Steve Morgan for the Units is a market price.

The Board accordingly recommends that Shareholders vote in favour of the Resolution as those directors with beneficial shareholdings in the Company intend to do in respect of their own shares, which (excluding shares held by Steve Morgan and his associates) amount in aggregate to 578,578 Redrow ordinary shares representing approximately 0.0016 per cent. of the existing issued ordinary share capital of Redrow as at 11 April 2016.

Steve Morgan has not taken part in the Board's consideration of the Transaction or in the recommendation to vote in favour of the Resolution. Steve Morgan has notified the Board that he and his associates intend to vote in favour of the Resolution in respect of 149,386,045 Redrow ordinary shares in aggregate held by them, representing approximately 40.40 per cent. of the existing issued ordinary share capital of Redrow as at 11 April 2016.

The Board urges you to complete, sign and return your Form of Proxy or vote electronically as soon as possible, and in any event, by no later than such time as is necessary to ensure receipt of your votes by the Company's registrars by 10:00am (UK time) on 5 May 2016.

Yours faithfully

Debbie Hewitt Senior Independent Director of Redrow plc

REDROW PLC

(incorporated and registered under the laws of England and Wales with registered No. 2877315)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a GENERAL MEETING of Redrow plc (the ''Company'') will be held at Redrow House, St. David's Park, Flintshire CH5 3RX on 9 May 2016 at 10:00am (UK time) to consider and, if thought fit, pass the following resolution, which will be proposed as an ordinary resolution.

That the proposed sale of 6 units at Stretton Green, Tilston, Malpas, Cheshire (numbers 25, 26 and 28 to 31) by Redrow Homes Limited, a subsidiary of the Company, to Steve Morgan, the Chairman of the Board of the Company, in accordance with a sale contract dated 8 April 2016 (as described in the Company's circular to Shareholders dated 13 April 2016) and as amended from time to time with the approval of the Directors be and are hereby approved, including for the purposes of chapter 4 of part 10 of the Companies Act 2006.

By order of the Board

Graham Cope

Company Secretary

13 April 2016

Registered office:

Redrow House, St. David's Park,

Flintshire CH5 3RX

Notes

• 1. A Shareholder entitled to attend and vote is entitled to appoint one or more proxies to attend and speak and vote instead of the Shareholder. A proxy need not be a Shareholder of the Company but must attend the General Meeting to represent the Shareholder. If the Shareholder appoints more than one proxy, each proxy must be appointed to exercise the right attached to a different share or shares held by the Shareholder. A Form of Proxy is enclosed for use by Shareholders. In order to be valid, a Form of Proxy, and any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority), must be returned by one of the following methods:
• in hard copy form by post, by courier or by hand to Computershare Investor Services plc at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY; or
• electronically through the registrar's website www.investorcentre.co.uk/eproxy; or
• in the case of CREST members, by utilising the procedure set out below under the heading ''FOR CREST MEMBERS ONLY''.

To be valid, proxies must be completed in accordance with the instructions set out therein and returned so as to reach the Company's Registrar no later than 10:00am (UK time) on 5 May 2016 or, if the General Meeting is adjourned, 48 hours before the time fixed for the adjourned meeting. Appointment of a proxy does not preclude a Shareholder from attending the General Meeting and voting in person.

• 2. The Company specifies that only those Shareholders registered on the Register as at 6:00pm (UK time) on 5 May 2016 shall be entitled to attend and vote at the aforesaid General Meeting in respect of the number of shares registered in their name at that time or, if the General Meeting is adjourned, 48 hours before the time fixed for the adjourned meeting (as the case may be). In each case, changes to entries on the Register after such time shall be disregarded in determining the rights of any person to attend or vote at the General Meeting.
• 3. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Companies Act 2006 (''nominated persons''). Nominated persons may have a right under an agreement with the member who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated

persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

• 4. Holders of ordinary shares are entitled to attend and vote at general meetings of the Company. On a vote by show of hands every Shareholder who is present has one vote. On a poll vote every Shareholder who is present in person or by proxy has one vote for every ordinary share of which he or she is the holder. The total number of issued ordinary shares in the Company, being the total number of votes exercisable on 11 April 2016, which is the latest practicable date before the publication of this document, is 369,799,938.
• 5. Any corporation which is a Shareholder can appoint one or more corporate representatives who may exercise on such corporation's behalf all of its powers as a Shareholder provided that they do not do so in relation to the same shares. All corporate representatives should bring evidence of their appointment to the General Meeting in the form of a resolution of the relevant corporation's board of directors (or other governing body) or other evidence of authority.
• 6. Any Shareholder attending the General Meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the General Meeting but no such answer need be given if (a) to do so would interfere unduly with preparation for the General Meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or good order of the General Meeting that the question be answered.
• 7. Subject to note 2 above, Shareholders may attend, speak and vote at the General Meeting by presenting themselves at the above place at the stated time. Doors to the venue open at 9:30am (UK time) and Shareholders are encouraged to arrive on or before that time in order for them to register and be seated by the time the General Meeting is convened. Please allow time for registration and security checks.
• 8. A copy of this notice and other information required by Section 311A of the Companies Act 2006 can be found at http://investors.redrowplc.co.uk.
• 9. If you are in any doubt as to what action you should take, you are recommended to immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000.
• 10. If you have sold or otherwise transferred all of your ordinary shares in the Company, please forward this document, together with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee or to the stockbroker, bank manager, or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.
• 11. Shareholders may not use any electronic address provided in either this notice of General Meeting or any related documents (including the enclosed Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.
• 12. If you have any questions about the General Meeting or need any special assistance at the General Meeting, please contact the Company Secretary at the registered office or telephone 01244 520044 during normal business hours.

FOR CREST MEMBERS ONLY

CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the General Meeting to be held on 9 May 2016 and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting 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 by means of CREST to be valid, the appropriate CREST message (a ''CREST Proxy Instruction'') must be properly authenticated in accordance with Euroclear UK & Ireland's (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com/CREST). The message (regardless of whether it relates to the appointment of a proxy or to 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 Company's agent (ID 3RA50) by the latest time(s) for receipt of proxy appointments specified in this notice of General Meeting.

For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company'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 a proxy appointed through CREST should be communicated to it by other means.

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.

CREST members (and, where applicable, their CREST sponsors or voting service providers) should note that EUI does not make available special procedures in CREST for any particular messages. 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 or her 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 providers) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.