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Taylor Wimpey PLC Proxy Solicitation & Information Statement 2026

Mar 20, 2026

5247_agm-r_2026-03-20_cc333416-728d-4877-8f8e-6f2d34924824.pdf

Proxy Solicitation & Information Statement

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Notice of Annual General Meeting

Dear shareholder,

Annual General Meeting (AGM)

The 2026 AGM of Taylor Wimpey plc (the Company) will be held in the Garden Suite at the Crowne Plaza Gerrards Cross, Oxford Road, Beaconsfield, HP9 2XE on Tuesday 28 April 2026 at 10:30am.

Attending the AGM

If you wish to attend and vote at the AGM in person, please bring your notice of availability with you. It will help to authenticate your right to attend, speak and vote, and will help us to register your attendance without delay.

For the safety and comfort of those attending the AGM, large bags, cameras, recording equipment and similar items will not be allowed into the building and, in the interests of security, by attending the AGM you agree to be searched, upon request, together with any bags and other possessions.

There is wheelchair access to the venue for shareholders who require it or those with reduced mobility. However, where required, attendees are strongly advised to bring their own carers to assist with their general mobility around the venue. Directions to the venue can be found on the reverse of your notice of availability.

Light refreshments comprising of tea, coffee and pastries will be available from 9:30am and after the end of the AGM.

How to vote

If you would like to vote on the resolutions in this Notice of Meeting but cannot attend the AGM in person, or prefer to register your vote in advance, please register your proxy vote online at https://uk.investorcentre.mpms.mufg.com or via the Investor Centre app. In order for your proxy vote to count, our Registrar must receive your proxy form no later than 10:30am on Friday 24 April 2026. If you would like a proxy form, please contact our Registrar via email at [email protected] or on +44 (0)371 664 0300 and they will send one in the mail for you to complete and return. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9:00am and 5:30pm, Monday to Friday excluding public holidays in England and Wales.

If you are a CREST member, register your vote through the CREST system by completing and transmitting a CREST proxy instruction as described in the procedural notes on pages 242 and 243. If you are an institutional investor, you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io.

Shareholder questions

We recommend that shareholders pre-register their questions in advance of the AGM, especially if they are unable to attend in person. Shareholders are invited to submit questions by email to [email protected] by 10:30am on Friday 24 April 2026. The Board will endeavour to answer pre-registered questions during the AGM. The answers provided will be made available on the Company's website as soon as practicable after the AGM.

Should shareholders have further questions on the answers given to a question at the AGM, they may submit follow-up questions by email to [email protected].

Recommendation

Your Directors are of the opinion that the resolutions are in the best interests of the Company and its shareholders as a whole and recommend that you vote in favour of them. Each Director will be doing so in respect of their own beneficial shareholdings.

Yours faithfully,

Ishaq Kayani

Group General Counsel and Company Secretary

This Notice of Meeting is important and requires your immediate attention. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from a stockbroker, solicitor, bank manager, accountant, or other independent financial adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in Taylor Wimpey plc, please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares. If you have sold or transferred part only of your holding of shares in the Company, please consult the person who arranged the sale or transfer.


Taylor Wimpey plc Annual Report and Accounts 2025

Strategic report Directors' report Financial statements Shareholder information

234

Notice of Annual General Meeting continued

Notice of AGM

Notice is hereby given of the ninety-first AGM of the Company to be held on Tuesday 28 April 2026 at 10:30am in the Garden Suite at the Crowne Plaza Gerrards Cross, Oxford Road, Beaconsfield, HP9 2XE for the purposes set out below.

Ordinary resolutions:

  1. To receive the Directors' Report, Strategic Report, Directors' Remuneration Report, Independent Auditors' Report and Financial Statements for the year ended 31 December 2025.
  2. That the Directors' Remuneration Report for the year ended 31 December 2025, as set out on pages 129 to 158 of the Annual Report and Accounts for the financial year ended 31 December 2025, be approved in accordance with Section 439 of the Companies Act 2006.
  3. That the Directors' Remuneration Policy, the full text of which is set out on pages 141 to 146 of the Annual Report and Accounts for the financial year ended 31 December 2025, be approved in accordance with Section 439A of the Companies Act 2006, to take effect from the date of this AGM.
  4. a. That the Taylor Wimpey Performance Share Plan 2026 (PSP), summarised in Appendix 1 to this Notice of Meeting and the rules of which are produced to this meeting and for the purposes of identification initialled by the Chair, be approved and the Board be authorised to do all such acts and things necessary or desirable to establish the PSP; and
    b. That the Board be authorised to adopt further plans based on the PSP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against the limits on individual or overall participation in the PSP.
  5. To declare due and payable on 15 May 2026 a final dividend of 2.95 pence per ordinary share of the Company for the year ended 31 December 2025 to shareholders on the register at close of business on 7 April 2026.
  6. To re-elect as a Director, Robert Noel.

  7. To re-elect as a Director, Jennie Daly CBE.

  8. To re-elect as a Director, Chris Carney.
  9. To re-elect as a Director, Lord Jitesh Gadhia.
  10. To re-elect as a Director, Irene Dorner.
  11. To re-elect as a Director, Scilla Grimble.
  12. To re-elect as a Director, Mark Castle.
  13. To re-elect as a Director, Clodagh Moriarty.
  14. To re-elect as a Director, Martyn Coffey.
  15. To re-appoint PricewaterhouseCoopers LLP (PwC) as external Auditors of the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.
  16. Subject to the passing of resolution 15, to authorise the Audit Committee to determine the remuneration of the external Auditors on behalf of the Board.
  17. That in accordance with Sections 366 and 367 of the Companies Act 2006, the Company and all companies which are its subsidiaries when this resolution is passed are authorised to:

a. make political donations to political parties and/or independent election candidates not exceeding £250,000 in aggregate;
b. make political donations to political organisations other than political parties not exceeding £250,000 in aggregate; and
c. incur political expenditure not exceeding £250,000 in aggregate, during the period beginning with the date of passing this resolution and the conclusion of the next AGM of the Company.

For the purposes of this resolution the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' have the meanings given by Sections 363 to 365 of the Companies Act 2006.


Notice of Annual General Meeting continued

  1. That the Board be generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company: up to a nominal amount of £11,823,717 (such amount to be reduced by any allotments or grants made under paragraph b below, in excess of £11,823,717); andcomprising equity securities (as defined in the Companies Act 2006) up to a nominal amount of £23,647,433 (such amount to be reduced by any allotments or grants made under paragraph a above) in connection with an offer by way of a rights issue: to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; andto holders of other equity securities as required by the rights of those securities or as the Board otherwise considers necessary, and so the Board may impose any limits 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, such authorities to apply until the end of the next AGM of the Company (or, if earlier, until the close of business on 30 June 2027) but, in each case, so that the Company may make offers and enter into agreements during this period which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends; and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

Special resolutions:

  1. That if resolution 18 is passed, the Board be given power to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be limited: to the allotment of equity securities and sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph b of resolution 18, by way of a rights issue only): to ordinary shareholders in proportion (as nearly as practicable) to their existing holdings; andto holders of other equity securities, as required by the rights of those securities, or as the Board otherwise considers necessary,and so that the Board may impose any limits 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 matters; andin the case of the authority granted under paragraph a of resolution 18 and/or in the case of any sale of treasury shares, to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph a above) up to a nominal amount of £3,547,115; andto the allotment of equity securities or sale of treasury shares (otherwise than under paragraph a or paragraph b above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph b above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Part 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice of Meeting.

Such power to apply until the end of the next AGM of the Company (or, if earlier, until the close of business on 30 June 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 treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.


Taylor Wimpey plc Annual Report and Accounts 2025

Strategic report

Directors' report

Financial statements

Shareholder information

236

Notice of Annual General Meeting continued

  1. That if resolution 18 is passed, the Board be given the power in addition to any power granted under resolution 19 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority granted under paragraph a of resolution 18 and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be:

a. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £3,547,115; such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Board determines to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice of Meeting; and

b. limited to the allotment of equity securities or sale of shares (otherwise than under paragraph a above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph a above, such authority to be used only for the purposes of making a follow-on offer which the Board determines to be of a kind contemplated by paragraph 3 of Part 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice of Meeting.

Such power to apply until the end of the next AGM of the Company (or, if earlier, until the close of business on 30 June 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 treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not ended.

  1. That the Company be authorised for the purposes of Section 701 of the Companies Act 2006 to make market purchases (within the meaning of Section 693(4) of the Companies Act 2006) of the ordinary shares of 1 pence each of the Company (ordinary shares), provided that:

a. the maximum number of ordinary shares hereby authorised to be purchased shall be 354,711,500;

b. the minimum price (exclusive of expenses) which may be paid for ordinary shares is 1 pence per ordinary share;

c. the maximum price (exclusive of expenses) which may be paid for an ordinary share is the highest of:

i. an amount equal to 105% of the average of the middle market quotations for an ordinary share (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the date on which such ordinary share is purchased; and

ii. the higher of the price of the last independent trade and the highest independent bid on the trading venues where the purchase is carried out;

d. the authority hereby conferred shall expire at the earlier of the conclusion of the next AGM of the Company and 30 June 2027 unless such authority is renewed prior to such time; and

e. the Company may make contracts to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may purchase ordinary shares in pursuance of any such contracts, as if the authority conferred by this resolution had not expired.

  1. That a general meeting other than an AGM of the Company may continue to be called on not less than 14 clear days' notice.

By order of the Board

Ishaq Kayani
Group General Counsel and Company Secretary

Taylor Wimpey plc
Gate House
Tumpike Road
High Wycombe
Buckinghamshire
HP12 3NR
Registered in England and Wales No. 296805
4 March 2026


Notice of Annual General Meeting continued

Explanatory notes to the resolutions

The notes on the following pages explain the proposed resolutions.

Resolutions 1 to 18 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the vote cast must be in favour of the resolution. Resolutions 19 to 22 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three‐quarters of the votes cast must be in favour of the resolution.

Voting on the resolutions at the AGM will be by way of a poll, rather than on a show of hands. This is a more transparent method of voting as shareholder votes are counted according to the number of shares held and this will ensure an exact and definitive result.

Ordinary resolutions

Ordinary resolutions require more than half of the votes cast to be in favour.

Resolution 1: To receive the Annual Report and Financial Statements

English company law requires the Directors to lay the Financial Statements of the Company for the year ended 31 December 2025 and the reports of the Directors, namely the Strategic Report, Directors' Report, Directors' Remuneration Report, and Auditors' Report (the Annual Report), before a general meeting of the Company.

Resolutions 2 and 3: Approval of the Directors' Remuneration Report and the Directors' Remuneration Policy

The Remuneration Committee of the Board (the Committee) is seeking shareholders' approval of the Directors' Remuneration Report in resolution 2 which will be proposed as an ordinary resolution.

The Directors are required to prepare the Directors' Remuneration Report, comprising an annual report detailing the remuneration of the Directors, a statement by the Chair of the Committee and the Remuneration at a glance section. The Company is required to seek shareholders' approval in respect of the contents of this Directors' Remuneration Report on an annual basis. This vote on the Directors' Remuneration Report is an advisory one only.

The shareholders are separately asked to approve the Directors' Remuneration Policy which is set out on pages 141 to 147 of the Annual Report. It is intended that this will take effect immediately after the AGM and will replace the existing policy that was approved by shareholders in 2023 which is due to expire at the 2026 AGM. It is anticipated that the Directors' Remuneration Policy will be in force for three years.

Resolution 4: Performance Share Plan Rules

The PSP is a discretionary Performance Share Plan designed to incentivise and retain key employees. A copy of the PSP rules will be available for inspection by shareholders on the National Storage Mechanism (accessible at www.fca.org.uk/markets/primary‐markets/regulatory‐disclosures/national‐storage‐mechanism) from the date of publication of this Notice of Meeting and at the place of the AGM from 15 minutes prior to its commencement until its conclusion.

Resolution 5: To declare a final dividend

The Directors recommend the payment of a final dividend of 2.95 pence per ordinary share in respect of the year ended 31 December 2025. If approved at the AGM, the dividend will be paid on 15 May 2026 to shareholders who are on the Register of Members at the close of business on 7 April 2026.

Dividend Re‐Investment Plan

Subject to shareholders approving the dividend as set out in resolution 5 at the AGM scheduled for 28 April 2026, the Company will be offering residents in the United Kingdom, Channel Islands or the Isle of Man a Dividend Re‐Investment Plan (DRIP). The DRIP is provided and administered by the DRIP plan administrator, MUFG Corporate Markets Trustees (UK) Limited, which is authorised and regulated by the Financial Conduct Authority (FCA). The DRIP offers shareholders the opportunity to elect to invest cash dividends received on their ordinary shares, in purchasing further ordinary shares of the Company. These shares would be bought in the market on competitive dealing terms.

The DRIP will operate automatically in respect of the final dividend for 2025 (unless varied beforehand by shareholders) and all future dividends, including any special dividends, until such time as you withdraw from the DRIP or the DRIP is suspended or terminated in accordance with its terms and conditions.

Shareholders are again reminded to check their position with regard to any dividend mandates that are in place, should you wish to either participate in the DRIP or to discontinue or vary any participation, as existing mandates will apply to all dividend payments (including special dividends) unless or until revoked.


Notice of Annual General Meeting continued

CREST

For shares held in uncertificated form (CREST), please note that elections apply only to one dividend and a fresh election must be made, via CREST, for each dividend.

Full details of the terms and conditions of the DRIP and the actions required to make or revoke an election, both in respect of ordinary dividends (i.e. in this case, the 2025 final dividend) and any special dividends, are available at https://uk.investorcentre.mpms.mufg.com or on request from the Registrar, MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds, LS1 4DL, email: [email protected] or call +44 (0)371 664 0381. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate.

The Registrar is open between 9:00am and 5:30pm, Monday to Friday excluding public holidays in England and Wales.

Resolutions 6-14: Re-election of Directors

In accordance with the 2024 Code which states that all directors should be subject to annual election by shareholders, the Board has resolved that all Directors of the Company will retire and, being eligible, offer themselves for re-election by shareholders at the AGM.

Details of the Directors' service contracts, remuneration, and interests in the Company's shares and other securities are given in the Directors' Remuneration Report to shareholders on pages 146,148 and 153 of the Annual Report. Full biographical information concerning each Director can be found on pages 92 to 94 of the Annual Report.

The following summary information is given in support of the Board's proposal for each Director standing for re-election.

Robert Noel -- offers himself for re-election

Robert has been a Non Executive Director since 1 October 2019; the Company's Senior Independent Director between 21 April 2020 and 27 April 2023; and the Board's Employee Champion between 26 April 2022 and 27 April 2023. Robert formally assumed the position of Chair on 27 April 2023. The Board is satisfied that he is independent in character and judgement in applying his expertise in chairing meetings of the Board and of the Nomination and Governance Committee and when acting as a member of the Remuneration Committee, and that he will be able to allocate sufficient time to the Company to discharge his responsibilities effectively. Robert has experience as a chair and as a chief executive of listed companies and has particularly deep property expertise which assists the Board in assessing large scale land opportunities.

Jennie Daly CBE -- offers herself for re-election

Jennie has been Chief Executive since 26 April 2022 having previously been the Group Operations Director since 20 April 2018.

Chris Carney -- offers himself for re-election

Chris has been the Group Finance Director since 20 April 2018.

Lord Jitesh Gadhia -- offers himself for re-election

Jitesh has been a Non Executive Director since 1 March 2021 and was appointed as the Company's Senior Independent Director with effect from 1 December 2024. The Board is satisfied that he is independent in character and judgement in applying his expertise at meetings of the Board, the Remuneration Committee (of which he was appointed Chair on 26 April 2022) and the Nomination and Governance Committee, and that he will be able to allocate sufficient time to the Company to discharge his responsibilities effectively, including as Senior Independent Director. Jitesh's executive and non executive experience and involvement in public affairs gives an additional perspective to the Board dynamic. He has extensive remuneration committee experience and serves as chair of the remuneration committee of Rolls-Royce Holdings plc.


Notice of Annual General Meeting continued

Irene Dorner -- offers herself for re-election

Irene was appointed as a Non Executive Director and Chair‐Designate on 1 December 2019. Irene was the Company's Chair and Chair of the Nomination and Governance Committee from 26 February 2020 to 27 April 2023. Irene has strong leadership skills, coupled with deep commercial experience. On standing down as Chair in 2023, and in accordance with the 2024 Code, she became a non‐independent Non Executive Director and continues to provide an effective contribution to the Board and the Nomination and Governance Committee, and the further development of the Group's strong cultural principles.

Scilla Grimble -- offers herself for re-election

Scilla has been a Non Executive Director since 1 March 2021 and on 1 September 2024 was appointed Chair of the Audit Committee. The Board is satisfied that she is independent in character and judgement in applying her expertise at meetings of the Board, the Audit Committee and the Nomination and Governance Committee, and that she will be able to allocate sufficient time to the Company to discharge her responsibilities effectively. Scilla has significant financial, risk, technology and property experience. Scilla has detailed knowledge and experience of financial reporting for listed companies and therefore is considered by the Board to have the relevant skills and experience to chair the Audit Committee.

Mark Castle -- offers himself for re-election

Mark was appointed as a Non Executive Director on 1 June 2022, and was appointed as the Board's Employee Champion on 27 April 2023. The Board is satisfied that he is independent in character and judgement in applying his expertise at meetings of the Board, the Audit Committee, the Remuneration Committee and the Nomination and Governance Committee, and that he will be able to allocate sufficient time to the Company to discharge his responsibilities effectively. Mark brings significant operational experience in all aspects of the construction sector, including as chief operating officer of Mace Group Limited until 2021.

Clodagh Moriarty -- offers herself for re-election

Clodagh was appointed as a Non Executive Director on 1 June 2022. The Board is satisfied that she is independent in character and judgement in applying her expertise at meetings of the Board, the Remuneration Committee, and the Nomination and Governance Committee, and that she will be able to allocate sufficient time to the Company to discharge her responsibilities effectively. Clodagh has extensive customer‐focused experience across retail, strategy, digital transformation and e‐commerce.

Martyn Coffey -- offers himself for re-election

Martyn was appointed as a Non Executive Director on 1 December 2024. The Board is satisfied that he is independent in character and judgement in applying his expertise at meetings of the Board, the Audit Committee and the Nomination and Governance Committee, and that he will be able to allocate sufficient time to the Company to discharge his responsibilities effectively. Martyn brings a wealth of experience in the area of manufacturing for the building industry and of supply chains, having previously been the CEO of Marshalls Plc for over 10 years and a non executive director of Eurocell Plc for eight years.

The Board confirms that each of the above Directors has during 2025 been subject to formal performance evaluation, details of which are set out in the Nomination and Governance Committee Report on pages 116 and 117, and that each continues to demonstrate commitment and is an effective member of the Board who is able to devote sufficient time in line with the 2024 Code to fulfil their role and duties.

Resolution 15: Re‐appointment of PwC as external Auditors of the Company

The Company is required to appoint external Auditors at each general meeting at which accounts are laid before the shareholders. It is therefore proposed that the external Auditors are appointed from the conclusion of the 2026 AGM until the conclusion of the next general meeting at which accounts are laid before shareholders. The Board recommends the re‐appointment of PwC as the Company's external Auditors.

Resolution 16: Authorisation of the Audit Committee to agree on behalf of the Board the remuneration of PwC as external Auditors

The Board seeks shareholders' authority for the Audit Committee to determine on behalf of the Board the remuneration of the external Auditors for their services. The Board has adopted a procedure governing the appointment of the external Auditors to carry out non‐audit services, details of which are given in the Audit Committee report. Details of non‐audit services performed by the external Auditors in 2025 are given in Note 6 on page 188 of the Annual Report.


Notice of Annual General Meeting continued

Resolution 17: Authority to make political donations

In order to comply with its obligations under the Companies Act 2006 and to avoid any inadvertent infringement of that Act, the Board wishes to renew its existing authority for a general level of political donation and/or expenditure. Resolution 17 seeks to renew the existing authority for the Company to make political donations and incur political expenditure.

The Companies Act 2006 requires this authority to be divided into three heads (as set out in resolution 17) with a separate amount specified as permitted for each. An amount not exceeding £250,000 for each head of the authority has been proposed. In accordance with the Companies Act 2006, resolution 17 extends approval to all of the Company's subsidiaries.

This authority will expire at the conclusion of the next AGM of the Company unless renewal is sought at that meeting.

The Company and the Group do not make any donations to political parties or organisations and do not intend to going forward, but do support certain industry‐wide bodies such as the Home Builders Federation in the UK. While the Board does not regard this as political in nature, in certain circumstances such support together with donations made for charitable or similar purposes could possibly be treated as a donation to a political organisation under the relevant provisions of the Companies Act 2006. For example, a donation to a humanitarian charity which may also operate as a political lobby, sponsorship, subscriptions, paid leave to employees fulfilling public duties and payments to industry representative bodies could constitute a donation to a political organisation within the current definitions in the Companies Act 2006.

Details of the Company's and the Group's charitable donations appear on page 20 of the Annual Report.

Resolution 18: Authority to allot shares

The Directors wish to renew the existing authority to allot unissued shares in the Company, which was granted at the Company's last AGM held on 30 April 2025 which is due to expire at the conclusion of this AGM. Accordingly, paragraph a of resolution 18 would give the Directors the authority to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares up to an aggregate nominal amount equal to £11,823,717 (representing 1,182,371,700 ordinary shares). This amount represents approximately one‐third of the issued ordinary share capital of the Company as at 26 February 2026, the latest practicable date prior to publication of this Notice of Meeting.

In line with guidance issued by The Investment Association (The IA), paragraph b of resolution 18 would give the Directors authority to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares in connection with a rights issue in favour of ordinary shareholders up to an aggregate nominal amount equal to £23,647,433 (representing 2,364,743,300 ordinary shares), as reduced by the nominal amount of any shares issued under paragraph a of resolution 18. This amount (before any reduction) represents approximately two‐thirds of the issued ordinary share capital of the Company as at 26 February 2026, the latest practicable date prior to publication of this Notice of Meeting.

The Company holds 9,869,988 shares in treasury.

The authorities sought under paragraphs a and b of resolution 18 will expire at the earlier of 30 June 2027 and the conclusion of the next AGM of the Company.

The Directors have no present intention to exercise either of the authorities sought under this resolution. However, if they do exercise the authorities, the Directors intend to follow The IA recommendations concerning their use (including as regards the Directors standing for re‐election in certain cases).

Special Resolutions

Special resolutions require at least three‐quarters of the votes cast to be in favour.

Resolutions 19 and 20: Authority to dis‐apply pre‐emption rights

Resolutions 19 and 20 would give the Directors the power 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 follows the principles set out by The Pre‐Emption Group and has again taken the opportunity to increase the proportion of issued capital (excluding treasury shares) which may be allotted on the basis contemplated by resolutions 19 and 20, in each case as permitted in the Statement of Principles on Disapplying Pre‐Emption Rights most recently published by the Pre‐Emption Group prior to the date of this Notice of Meeting (the Pre‐emption Principles).

The power set out in resolution 19 seeks to renew the Directors' power to allot shares or grant rights to subscribe for, or convert securities into, shares or sell treasury shares where they propose to do so for cash (other than pursuant to an employee share scheme) otherwise than to existing shareholders pro‐rata to their holdings (i.e. non pre‐emptively), as permitted by the Articles. The power will be limited to: the allotment of shares for cash in connection with a rights issue, to allow the Directors to make appropriate exclusions and other arrangements to resolve legal or practical problems which, for example, might arise in relation to overseas shareholders;the


Taylor Wimpey plc Annual Report and Accounts 2025

Strategic report Directors' report Financial statements Shareholder information

241

Notice of Annual General Meeting continued

b. the allotment of shares and treasury shares for cash up to an aggregate nominal value of £3,547,115 being approximately 10% of the issued ordinary share capital (excluding treasury shares) at 26 February 2026, the latest practicable date prior to publication of this Notice of Meeting; and

c. the allotment of shares and treasury shares for cash up to an aggregate nominal value of £709,423, being approximately 2% of the issued ordinary share capital (excluding treasury shares) at 26 February 2026, the latest practicable date prior to publication of this Notice of Meeting, for the purposes of making a follow-on offer which the Board determines to be of a kind contemplated by paragraph 3 of Part 2B of the Pre-emption Principles.

Resolution 20 is a special resolution which seeks to give the Directors power to make non-pre-emptive issues of ordinary shares in connection with acquisitions and other capital investments as contemplated by the Pre-emption Principles. This power is intended to give the Directors flexibility in managing the Company's capital resources and is in addition to that proposed by resolution 19. It would be limited to allotments or sales of shares and treasury shares for cash up to:

i. an aggregate nominal value of £3,547,115, being approximately 10% of the issued ordinary share capital (excluding treasury shares) at 26 February 2026, the latest practicable date prior to publication of this Notice of Meeting; and

ii. an aggregate nominal value of £709,423, being approximately 2% of the issued ordinary share capital (excluding treasury shares) at 26 February 2026, the latest practicable date prior to publication of this Notice of Meeting, for the purposes of making a follow-on offer which the Board determines to be of a kind contemplated by paragraph 3 of Part 2B of the Pre-emption Principles.

If given, these authorities will expire at the conclusion of the AGM in 2027 or at the close of business on 30 June 2027, whichever is the earlier (unless previously renewed, varied or revoked by the Company in a general meeting).

The Board will continue to seek to renew these authorities at each AGM in accordance with best practice.

Resolution 21: Authority to make market purchases of shares

This resolution authorises the Company to make market purchases of its own ordinary shares as permitted by the Companies Act 2006.

Any purchases under this authority would be made in one or more tranches and would be limited in aggregate to 10% of the ordinary shares of the Company in issue at the close of business on 26 February 2026.

The minimum price (exclusive of expenses) which may be paid for an ordinary share is 1 pence per ordinary share. The maximum price to be paid on any exercise of the authority would not exceed the highest of:

i. 105% of the average of the middle market quotations for the Company's ordinary shares for the five business days immediately preceding the date of the purchase; and

ii. 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.

Shares purchased pursuant to these authorities could be held as treasury shares, which the Company can re-issue quickly and cost-effectively, providing the Company with additional flexibility in the management of its capital base. The total number of shares held as treasury shares shall not at any one time exceed 10% of the Company's issued share capital. Accordingly, any shares bought back over the 10% limit will be cancelled. As at 26 February 2026, the Company holds 9,869,988 shares in treasury.

This is a standard resolution, sought by the majority of public listed companies at AGMs.

The Board utilised this power during 2022 to return £150 million of excess capital to its shareholders through buying back 116.9 million shares, of which 25,000,000 were held in treasury and the remaining 91.9 million were cancelled. The shares held in treasury have been and continue to be used for obligations of the Company in respect of its employee share schemes, and are currently being used to meet the exercise of Sharesave options and the vesting of Performance Share Plan awards, as described in more detail in Note 26 on page 209.

The Company has announced a £52 million share buyback programme under the Company's updated Distribution Policy. The buyback programme is expected to commence on 5 March 2026 and to conclude no later than 30 June 2026. The programme will commence using the existing authority approved by shareholders at the 2025 AGM to purchase up to 354,006,117 ordinary shares. The Board intends to use this authority, having carefully considered market conditions, the Company's share price, alternative investment opportunities, appropriate gearing levels and the overall financial position of the Company.

Pursuant to the share buyback programme, the Board intends that 25 million of the repurchased shares will be held in treasury and the remaining shares will be cancelled. Shares held in treasury are intended to be used to satisfy future obligations under the Company's employee share schemes.


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Notice of Annual General Meeting continued

The total number of options and conditional share awards to subscribe for ordinary shares outstanding as at the close of business on 26 February 2026 was 35,677,631, representing approximately 1.0% of the issued ordinary share capital of the Company as at that date and approximately 1.1% of the Company's issued ordinary share capital following any exercise in full of this authority to make market purchases.

This authority will last until the earlier of 30 June 2027 and the conclusion of the Company's next AGM.

Resolution 22: Notice of general meetings

By law the notice period required for general meetings of the Company (other than annual general meetings) is 21 clear days unless shareholders agree to a shorter notice period, which cannot be less than 14 clear days. At the last AGM, a resolution was passed approving the Company's ability to call general meetings (other than annual general meetings, which will continue to be held on at least 21 clear days' notice) on not less than 14 clear days' notice. As this approval will expire at the conclusion of this AGM, resolution 22 proposes its renewal. The shorter notice period of 14 clear days would not be used as a matter of routine for any general meeting, but only where the flexibility is merited by the business of a particular meeting and is thought to be to the advantage of shareholders as a whole. The renewed approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.

Note that, in order to be able to call a general meeting on less than 21 clear days' notice, the Company must make available electronic voting to all shareholders in respect of that meeting.

Procedural notes

  1. To be entitled to attend and vote at the AGM (and for the purpose of the determination by the Company of the votes which shareholders may cast), shareholders must be registered on the Register of Members of the Company by 6:00pm on Friday 24 April 2026 (or, in the event of any adjournment, on the date which is two working days before the time of the adjourned meeting).
  2. As at 26 February 2026 (being the latest practicable date prior to the publication of this Notice of Meeting the Company's issued share capital consisted of 3,556,985,103 ordinary shares, carrying one vote each. The Company holds 9,869,988 shares in treasury. Therefore, the total voting rights in the Company as at 26 February 2026 were 3,547,115,115.
  3. A shareholder entitled to attend and vote at the AGM may appoint a proxy or proxies to exercise all or any of their rights at the AGM. A proxy need not be a shareholder of the Company. 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 holdings (the first-named being the most senior).

  4. To be valid, any proxy appointment must be received by MUFG Corporate Markets at FREEPOST PXS 1, or, electronically via the internet at https://uk.investorcentre.mpms.mufg.com or via the Investor Centre app (see below). If you are a member of CREST, you can vote via the service provided by Euroclear UK and International Limited at the electronic address provided in note 9, or via the Proxymity platform in each case no later than 10:30am on Friday 24 April 2026. Please note that all proxy appointments received after this time will be void. A proxy appointment sent electronically at any time that is found to contain any virus will not be accepted. Unless otherwise indicated on the Form of Proxy, CREST, Proxymity or any other electronic voting instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting.

Shareholders can vote electronically via the Investor Centre, a free app for smartphones and tablets provided by MUFG Corporate Markets (the Company's Registrar). It allows you to securely manage and monitor your shareholdings in real time, take part in online voting, keep your details up to date, access a range of information including payment history and much more. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below. Alternatively, you may access the Investor Centre via a web browser at: https://uk.investorcentre.mpms.mufg.com.

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  1. If you require a paper proxy form, or if you require additional forms, please contact MUFG Corporate Markets, by email at [email protected], or by telephone on +44 (0)371 664 0300 (calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9:00am to 5:30pm, Monday to Friday excluding public holidays in England and Wales).
  2. Any person to whom this Notice of Meeting is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a Nominated Person) may, under an agreement between them and the shareholder by whom they were nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. Such persons should direct any communications and enquiries to the registered holder of the shares by whom they were nominated and not to the Company or its Registrar.

Notice of Annual General Meeting continued

The statement of the rights of shareholders in relation to the appointment of proxies in notes 3 and 4 above does not apply to Nominated Persons. The rights described in these notes can only be exercised by shareholders of the Company.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. 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, it must be properly authenticated in accordance with Euroclear UK and International Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com). 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 RA10) by 10:30am on Friday 24 April 2026. 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.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.If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 10:30am on Friday 24 April 2026 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting (excluding any part of a day that is not a working day). Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.Members meeting the threshold requirements set out in Section 527 of the Companies Act 2006 have the right to require the Company to publish on a website a statement setting out any matter relating to: The audit of the Company's accounts (including the Auditors' Report and the conduct of the audit) that are to be laid before the AGM; orAny circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Companies Act 2006.The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to the Company's external Auditors 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 Companies Act 2006 to publish on a website. Under Section 319A of the Companies Act 2006, shareholders have the right to ask questions at the AGM relating to the business of the AGM. The Company must cause to be answered any such question relating to the business being dealt with at the AGM but no such answer need be given if: to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;the answer has already been given on a website in the form of an answer to a question; orit it is undesirable in the interests of the Company or the good order of the AGM that the question be answered.Shareholders have the right to request information to enable them to determine that their vote on a poll was validly recorded and counted. If you require confirmation, please contact MUFG Corporate Markets, by email at [email protected], or by telephone on +44 (0)371 664 0300 (calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9:00am to 5:30pm, Monday to Friday excluding public holidays in England and Wales).A copy of this Notice of Meeting, and other information required by Section 311A of the Companies Act 2006, can be found at www.taylorwimpey.co.uk/corporate.


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Notice of Annual General Meeting continued

  1. Voting on all resolutions at this year's AGM will be conducted by way of a poll. The results of the poll will be announced via a Regulatory Information Service and made available at www.taylorwimpey.co.uk/corporate as soon as practicable after the AGM.

  2. A copy of the Company's Articles of Association will be available for inspection during normal business hours (excluding Saturdays, Sundays and public holidays) at the Company's registered office: Gate House, Turnpike Road, High Wycombe, Buckinghamshire, HP12 3NR from the date of this Notice of Meeting until the close of the AGM.

  3. The documents listed below are available for inspection at an agreed time at the Company's registered office. If you wish to inspect these documents, email [email protected] during normal business hours (excluding Saturdays, Sundays and public holidays). Copies of these documents will also be available before and during the AGM:

  4. Copies of the Executive Directors' service contracts

  5. Copies of the letters of appointment of the Chair of the Board and the Non Executive Directors
  6. A copy of the full Annual Report and Accounts of the Company for the year ended 31 December 2025, including the Directors' Remuneration Report referred to in resolution 2. This document is also available on our corporate website
  7. A copy of the PSP Rules as referred to in resolution 4

  8. Personal data provided by shareholders at or in relation to the AGM (including names, contact details, votes and Investor Codes), will be processed in line with the Company's privacy policy which is available at www.taylorwimpey.co.uk/privacy-policy.

  9. Under sections 338 and 338A of the Companies Act 2006, shareholders meeting the threshold requirements in those sections have the right to require the Company:

i. to give, to shareholders of the Company entitled to receive notice of the AGM, notice of a resolution which may properly be moved and is intended to be moved at that meeting; and/or

ii. to include in the business to be dealt with at that meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless:

a. (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise);
b. it is defamatory of any person; or
c. it is frivolous or vexatious.

Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authenticated by the person or persons making it, must have been received by the Company no later than 16 March 2026, being the date six clear weeks before the AGM, or if later, the time at which notice of the AGM is given and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.


Notice of Annual General Meeting continued

APPENDIX 1: SUMMARY OF THE PRINCIPAL TERMS OF THE RULES OF THE TAYLOR WIMPEY PERFORMANCE SHARE PLAN 2026 (THE PSP)

Introduction

The PSP is a discretionary share plan operated by the Company, under which the Remuneration Committee (the Committee) may grant awards (Awards) over ordinary shares in the Company (Shares) to incentivise and retain eligible employees. The PSP will be administered by the Committee or by any sub‐committee or person duly authorised by the Committee.

Eligibility

Any employee of the Company's Group (the Group), including the Company's Executive Directors (the Executive Directors), may be selected to participate in the PSP at the Committee's discretion.

Individual limit

Awards will not normally be granted to a participant under the PSP over Shares with a market value (as determined by the Committee) in excess of 300% of salary in respect of any financial year of the Company or, in the case of any Director of the Company, any lower limit specified in the Company's shareholder‐approved Directors' Remuneration Policy (the Remuneration Policy). Awards may, however, be granted in excess of this limit to an eligible employee in connection with their recruitment by way of compensating them for any awards or entitlements forfeited as a result of leaving their former employer (a Recruitment Award).

Performance conditions

The vesting of Awards may (and, in the case of an Award to an Executive Director other than a Recruitment Award, will to the extent required by the Remuneration Policy) be subject to the satisfaction of performance conditions. The Committee will determine the period over which any performance conditions are assessed. Any performance condition may be amended in accordance with its terms or if anything happens which causes the Committee to consider it appropriate to amend the performance condition, provided that the Committee considers that any amended performance condition would not be materially less or more challenging to satisfy than the original performance condition would have been but for the relevant circumstances occurring.

Vesting and release of Awards

Awards which are subject to performance conditions will normally have those conditions assessed as soon as reasonably practicable after the end of the relevant performance period. The Committee will determine the extent to which the Awards will vest, taking into account the extent that any relevant performance conditions have been satisfied, the underlying performance of the Company and of the participant, and such other factors the Committee considers, in its opinion, relevant. To the extent that they vest, Awards will then normally vest on the vesting date set by the Committee at grant.

The Committee may also determine at grant that an Award is subject to an additional holding period following vesting, at the end of which the Shares subject to the Award will be released (and may be sold).

Overall limit

Awards may be satisfied using new issue Shares, treasury Shares or Shares purchased in the market. The number of Shares which may be issued or transferred from treasury to satisfy awards granted in any 10 year rolling period under the PSP and any other employee share plan adopted by the Company may not exceed 10% of the issued ordinary share capital of the Company from time to time.

Shares transferred out of treasury will count towards this limit for so long as this is required under institutional shareholder guidelines. However, awards which are surrendered or lapse will be disregarded for the purposes of this limit.

We operate discretionary share plans, including the PSP, widely throughout the Company and the removal of the 5% limit, which reflects recent changes to the Investment Association's Principles of Remuneration, is considered to be in its best interests. This change would provide the Company with additional flexibility in terms of how it deploys its capital, whilst also potentially mitigating some of the operational costs of acquiring shares in the market to satisfy employee awards. The Company is mindful of the need to ensure that share usage remains well within the single 10% dilution limit.

Form of Awards

The Committee may grant Awards as: (i) conditional awards of Shares; (ii) options over Shares (with or without an exercise price); or (iii) forfeitable awards of Shares. No payment is required for the grant of an Award. Awards in the form of options will normally be exercisable from the point of vesting (or, where an Award is subject to a holding period, the end of that holding period) until the tenth anniversary of the grant date.


Notice of Annual General Meeting continued

Timing of Awards

Awards may only be granted to Executive Directors during the 42 days beginning on: (a) the date on which the PSP is approved by the Company's shareholders; (b) the date on which the Company holds a general meeting; (c) the first business day after the announcement of the Company's results for any period; or (d) to the extent that share dealing restrictions prevent the grant of Awards in those periods, the first business day after the day on which such dealing restrictions are lifted.

Alternatively, Awards may be granted on any other day on which the Committee determines that exceptional circumstances exist which justify the grant of an Award.

Dividends and dividend equivalents

Unless the Committee determines otherwise, participants will receive an amount (in cash, unless the Committee decides it will be fully paid or partly paid in Shares) equal in value to the dividends which would have been payable on the number of Shares in respect of which an Award vests. The amount payable will be calculated in relation to the record dates for dividends which fall during the period beginning on the date of the Award and ending on the date on which the Award vests or, if there is a holding period applicable to an Award, at the end of the holding period. The amount may assume the reinvestment of dividends and exclude or include special dividends.

Malus and clawback

In certain circumstances, the Committee may at any time prior to the sixth anniversary of the date on which an Award is granted (or, if an investigation into the conduct or actions of any participant or any Group member has started, such later date as the Committee may determine in order to allow the investigation to be completed): (a) reduce an Award (to zero if appropriate); (b) impose additional conditions on an Award; or (c) require that the participant either returns some or all of the Shares acquired under an Award or makes a cash payment to the Company in respect of the Shares delivered.

The Committee may invoke these malus and clawback provisions where it considers there are exceptional circumstances such as: (a) a material misstatement in the published results of the Group or a Group member; (b) the assessment of the performance conditions relating to, or the calculation of the number of Shares subject to, the Award being based on an error or inaccurate or misleading information; (c) the participant's gross misconduct or breach of their restrictive covenants; (d) where the Committee determines that the participant has caused a material financial loss to the Group as a result of their reckless, negligent or wilful acts or omissions or inappropriate values or behaviour; (e) a material breach of health and safety or environmental regulations; (f) serious reputational damage to a Group member or its censure by a regulatory body and/or (g) insolvency or similar corporate failure.

Cessation of employment

An unvested Award will usually lapse when a participant ceases to be a Group employee or Director.

If, however, a participant ceases to be a Group employee or Director because of their ill health, injury or disability, the sale of the participant's employing company or business out of the Group or in other circumstances at the discretion of the Committee (i.e. they leave as a ‘good leaver'), their Award will normally continue to vest on the date when it would have vested (and be released from any relevant holding period) as if they had not ceased to be a Group employee or Director.

The extent to which Awards normally vest in these circumstances will be determined by the Committee, taking into account the satisfaction of any performance conditions applicable to Awards measured over the original performance period, the underlying performance of the Company and the participant and such other factors the Committee considers, in its opinion, relevant. The Committee retains the discretion, however, to allow the Award to vest (and be released from any relevant holding period) following the participant ceasing to be a Group employee or director, taking into account any applicable performance conditions measured up to that point or, where the participant is a ‘good leaver' as a result of their employing company or business being sold out of the Group, to require that the Award is exchanged for an equivalent award over shares in another company.

Unless the Committee decides otherwise, the extent to which an Award vests will also take into account the proportion of the performance period (or, in the case of an Award not subject to performance conditions, the vesting period) which has elapsed when the participant ceases to be a Group employee or director. The period over which a Recruitment Award will normally be time pro-rated will be determined at the time of grant and will normally replicate the approach to time pro-rating applied to the award in respect of which the Recruitment Award was granted.

If a participant dies, their Award will vest (and, in the case of an Award subject to a holding period, be released) on the date of their death on the basis set out for other ‘good leavers' above. Alternatively, the Committee may decide that an unvested Award will vest (and, in the case of an Award subject to a holding period, be released) on the date it would have if the participant had not died on the basis set out for other ‘good leavers' above.

If a participant ceases to be a Group employee or Director during a holding period in respect of an Award for any reason other than summary dismissal, their Award will normally be released at the end of the holding period, unless the Committee determines that it should be released when the participant ceases to be a Group employee or Director. If a participant dies during the holding period, their Award will be released on the date of the participant's death (unless the Committee decides it will be released at the end of the normal holding period).

If a participant is summarily dismissed, any outstanding Awards they hold will lapse immediately.


Notice of Annual General Meeting continued

Awards in the form of options which do not lapse may normally be exercised to the extent vested for a period of 12 months after vesting (or, where Awards are subject to a holding period, the end of the holding period). Where options have already vested (and, where relevant, been released from any relevant holding period) on the date on which the participant ceases to be a Group employee or Director, those options may normally be exercised for a period of 12 months from the date of cessation, unless the participant is summarily dismissed, in which case their options will lapse. If a participant dies, a vested (and, where relevant, released) option may normally be exercised until the first anniversary of their death.

Corporate events

In the event of a takeover of the Company, Awards will normally vest (and be released from any holding periods) early. The proportion of any unvested Awards which vest will be determined by the Committee, taking into account the extent to which any performance conditions applicable to Awards have been satisfied, the underlying performance of the Company and the participant, such other factors the Committee considers, in its opinion, relevant, and, unless the Committee determines otherwise, the proportion of the performance period, or in the case of Awards not subject to performance conditions, the vesting period, which has elapsed. The period over which a Recruitment Award will normally be time pro-rated will be determined at the time of grant and will normally replicate the approach to time pro-rating applied to the award in respect of which the Recruitment Award was granted. Awards in the form of options may then normally be exercised for a period of one month, after which they will lapse.

Alternatively, the Committee may require that Awards are exchanged for equivalent awards over shares in the acquiring company (subject to the acquiring company's consent).

If the Company is wound up or other corporate events occur such as a variation of the Company's share capital, a demerger, special dividend or other transaction which, in the Committee's opinion, would materially affect the value of Shares, the Committee may determine that Awards will vest (and be released) on the same basis as for a takeover.

Adjustments

If there is a variation of the Company's share capital or, in the event of a demerger, special dividend or other transaction which, in the Committee's opinion, would materially affect the value of Shares, the Committee may make such adjustments to the number or class of Shares subject to Awards and/or the exercise price applicable to Awards as it considers appropriate.

Settlement

The Committee may, in its discretion, decide to satisfy an Award with a cash payment equal to the market value of the Shares (less any exercise price payable in the case of an option) that the participant would have received had the Award been satisfied with Shares.

Rights attached to shares

Shares delivered under the PSP will not confer any shareholder rights on the participant until that participant has received the beneficial ownership of the underlying Shares. Any Shares issued will rank equally with other Shares then in issue (except for rights arising by reference to a record date prior to their issue).

Non-transferability

Awards are not transferable other than to the participant's personal representatives in the event of their death.

Benefits not pensionable

Benefits received under the PSP are not pensionable.

Amendments

The Committee may, at any time, amend the PSP rules in any respect. The prior approval of the Company's shareholders must be obtained in the case of any amendment which is made to the advantage of eligible employees and/or participants and relates to the provisions relating to eligibility, individual or overall limits, the basis for determining the entitlement to, and the terms of, Awards; the adjustments that may be made in the event of any variation to the share capital of the Company; and/or the rule relating to such prior approval. There are, however, exceptions to this requirement to obtain shareholder approval for any minor amendments to benefit the administration of the PSP, to take account of the provisions of any legislation, or to obtain or maintain favourable tax, exchange control or regulatory treatment for any participant or Group member.

Termination

No Awards may be granted more than 10 years after the date the PSP is approved by the Company's shareholders.