Taylor Wimpey : Notice of 2023 Annual General Meeting

Shareholder information

Notice of Annual General Meeting

Notice of Annual General Meeting

Notice is hereby given of the eighty eighth Annual General Meeting (the AGM) of the Company to be held on Thursday 27 April 2023 at 10:30am in the Gerrards Suite at the Crowne Plaza Gerrards Cross, Oxford Road, Beaconsfield, HP9 2XE for the purposes set out below.

Ordinary business

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 2022.
2. To declare due and payable on 12 May 2023 a final dividend of 4.78 pence per ordinary share of the Company for the year ended 31 December 2022 to shareholders on the register at close of business on 31 March 2023.
3. To re-elect as a Director, Irene Dorner.
4. To re-elect as a Director, Robert Noel.
5. To re-elect as a Director, Jennie Daly.
6. To re-elect as a Director, Chris Carney.
7. To re-elect as a Director, Humphrey Singer.
8. To re-elect as a Director, Lord Jitesh Gadhia.
9. To re-elect as a Director, Scilla Grimble.
10. To elect as a Director, Mark Castle.
11. To elect as a Director, Clodagh Moriarty.
12. 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.
13. Subject to the passing of resolution 12, to authorise the Audit Committee to determine the remuneration of the external Auditors on behalf of the Board.
14. 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:
15. 1. up to a nominal amount of £11,773,283 (such amount to be reduced by any allotments or grants made under paragraph b below, in excess of £11,773,283); and
    2. comprising equity securities (as defined in the Companies Act 2006) up to a nominal amount of £23,596,567 (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:
    3. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
       2. to holders of other equity securities as required by the rights of those securities or as the Board otherwise considers necessary, as permitted by the rights of those securities; and, in both cases, 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 Annual General Meeting of the Company (or, if earlier, until the close of business on 26 July 2024) 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:

15. That if resolution 14 is passed, the Board be authorised 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:

1. 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 14, by way of a rights issue only):
2. 1. to ordinary shareholders in proportion (as nearly as practicable) to their existing holdings; and
   2. to 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;

b. in the case of the authority granted under paragraph a of resolution 14 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 £3,531,985; and

c. to 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 Section 28 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.

Such power to apply until the end of the next Annual General Meeting of the Company (or, if earlier, until the close of business on 26 July 2024) 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.

16. That if resolution 14 is passed, the Board be authorised in addition to any power granted under resolution 15 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority granted under paragraph a of resolution 14 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 authority to be:

a. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £3,531,985, 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; and

b. limited to the allotment of equity securities or sale of treasury 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 Section 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.

Such authority to apply until the end of the next Annual General Meeting of the Company (or, if earlier, until the close of business on 26 July 2024) 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 expired.

17. 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:

1. the maximum number of ordinary shares hereby authorised to be purchased shall be 353,198,510;
2. the minimum price (exclusive of expenses) which may be paid for ordinary shares is 1 pence per ordinary share;
3. the maximum price (exclusive of expenses) which may be paid for an ordinary share is the highest of:
4. 1. 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
   2. the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out;
5. the authority hereby conferred shall expire at the earlier of the conclusion of the next Annual General Meeting of the Company and 26 October 2024 unless such authority is renewed prior to such time; and
6. 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.

Special business

1. That the Directors' Remuneration Policy, the full text of which is set out on pages 128 to 134 of the Annual Report and Accounts for the financial year ended 31 December 2022, be approved in accordance with Section 439A of the Companies Act 2006,
   to take effect from the date of this Annual General Meeting.
2. 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:
3. 1. make political donations to political parties and/or independent election candidates not exceeding £250,000 in aggregate;
   2. make political donations to political organisations other than political parties not exceeding £250,000 in aggregate; and
   3. 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 Annual General Meeting 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.

1. That the Taylor Wimpey Sharesave Plan 2023 (the Sharesave) summarised in Appendix A to this Notice 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 Sharesave; and that the Board be authorised to adopt further plans based on the Sharesave but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any cash or shares made available under such further plans are treated as counting against any limits on individual or overall participation in the Sharesave.
2. That the rules of the Taylor Wimpey Share Incentive Plan (the SIP) in its amended form summarised in Appendix B to this Notice and 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 implement the SIP
   in its amended form; and that the Board be authorised to adopt further plans based on the SIP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any cash or shares made available under such further plans are treated as counting against any limits on individual or overall participation in the SIP.

Special resolution:

23. That a general meeting other than an Annual General Meeting 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

Turnpike Road

Ordinary resolutions:

18. That the Directors' Remuneration Report for the year ended 31 December 2022, as set out on pages 124, 125 and 135 to 148 of the Annual Report and Accounts for the financial year ended 31 December 2022, be approved in accordance with Section 439 of the Companies Act 2006.

High Wycombe

Buckinghamshire

HP12 3NR

Registered in England and Wales No. 296805

1 March 2023

Shareholder information

Notice of Annual General Meeting continued

Explanatory notes to the resolutions

The notes on the following pages explain the proposed resolutions.

Resolutions 1 to 14 and 18 to 22 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 15 to 17 and 23 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.

Notwithstanding this, the Board is mindful of the Investment Association's Public Register which identifies any listed company that has received 20% or more votes against a resolution put to shareholders. If such circumstance arose, the Board would adhere to the requirements under the 2018 UK Corporate Governance Code (the Code).

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 business

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 2022 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.

Resolution 2: To declare a final dividend

The Directors recommend the payment of a final dividend of 4.78 pence per ordinary share in respect of the year ended 31 December 2022. If approved at the AGM, the dividend will be paid on 12 May 2023 to shareholders who are on the Register of Members at the close of business on 31 March 2023.

Dividend Re-Investment Plan

Subject to shareholders approving the dividend as set out in resolution 2 at the Annual General Meeting scheduled for 27 April 2023, the Company will be offering residents in the United Kingdom a Dividend Re-Investment Plan (DRIP). The DRIP is provided and administered by the DRIP plan administrator, Link Market Services Trustees 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 2022 (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.

CREST

For shares held in uncertificated form (CREST), please note that elections continue to 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 2022 final dividend) and any special dividends, are available at www.signalshares.com or on request from the Registrar, Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL, email: shares@linkgroup.co.uk 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 3-11: Election and re-election of Directors

In accordance with the 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 election or re-election, as appropriate, by shareholders at the Annual General Meeting.

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 124 to

148 of this Annual Report and Accounts. Full biographical information concerning each Director can be found on pages 88 to 90.

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

Irene Dorner - offers herself for re-election

Irene was appointed as a Non Executive Director and Chair Designate on 1 December 2019 and formally assumed the position of Chair on 26 February 2020. Irene's strong leadership skills, coupled with her deep commercial experience, provide strong leadership of the Board; the effective independent challenge of the Non Executive Directors; and the further development of the Group's strong cultural principles. Irene also Chairs the Nomination and Governance Committee.

Humphrey Singer - offers himself for re-election

Humphrey has been a Non Executive Director since 9 December 2015. The Board is satisfied that he is independent in character and judgement in applying his expertise at meetings of the Board, the Audit Committee (which he Chairs) and the Nomination and Governance Committee, and that he will be able to allocate sufficient time to the Company to discharge his responsibilities effectively. Humphrey's detailed knowledge and experience of financial reporting by major listed companies makes him well-qualified to hold to account the external Auditors and properly assess the Group's internal audit and control processes.

Lord Jitesh Gadhia - offers himself for re-election

Jitesh has been a Non Executive Director since 1 March 2021. 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. Jitesh's executive and non executive experience and involvement in public affairs has added an additional perspective to the Board dynamic. He has extensive remuneration committee experience and serves as Chair of the Remuneration Committees of both Compare The Market Limited and Rolls-Royce Holdings plc.

Scilla Grimble - offers herself for re-election

Scilla has been a Non Executive Director since 1 March 2021. 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.

Mark Castle - offers himself for election

Mark was appointed as a Non Executive Director on 1 June 2022.

How to join the audiocast

We are pleased to be able to provide an electronic facility for shareholders unable to attend the AGM in person to follow the AGM remotely and submit questions to the Board on the business of the meeting, should they wish to do so. This can be accessed through the AGM section of our website at www.taylorwimpey.co.uk/2023AGM and following the link to the audiocast on the day of the AGM.

Once you have followed the link, you will then be prompted to enter your unique 11 digit 'Investor Code' (IVC), including any leading zeros, and 'PIN'. Your PIN is the last 4 digits of your IVC. This will authenticate you as a shareholder. Your IVC can be found on your share certificate, or Signal Shares users (www.signalshares.com) will find this under 'Manage your account' when logged in to the Signal Shares portal. You can also obtain this by contacting Link Group, our Registrar, by calling +44 (0) 371 277 1020. Lines are open from 9:00am to 5:30pm Monday to Friday, calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate.

Access to the audiocast will be available 30 minutes before the start of the AGM, although you will not be able to submit questions until the meeting is declared open.

If you wish to appoint someone to join the audiocast on your behalf, please contact Link Group on +44 (0) 371 277 1020 in order to obtain their IVC and PIN. It is suggested that you do this as soon as possible and at least 48 hours (excluding non-business days) before the meeting.

If your shares are held within a nominee and you wish to attend the AGM via the audiocast, you will need to contact your nominee as soon as possible. Your nominee will need to have completed a corporate letter of representation and presented this to Link Group, our Registrar, no later than 72 hours before the start of the meeting in

order that they can obtain your unique IVC and PIN to enable you to attend the audiocast.

Audiocast

The electronic meeting will be broadcast in audio format with presentation slides. Once logged in, and at the commencement of the meeting, you will be able to listen to the proceedings of the meeting on your device, as well as being able to see the slides of the meeting (which will include the resolutions to be put forward to the meeting); these slides will progress automatically as the meeting progresses.

Questions

Shareholders listening to the AGM via the audiocast will be invited to ask questions by the Chair. Shareholders may submit a question via the Q&A box which is found on the bottom right hand side of the player. Once you have typed your question please click the 'Submit' button.

Shareholders are also welcome to submit questions in advance of the meeting by email to CoSec@taylorwimpey.com. Please provide any advance questions by 10:30am on Tuesday 25 April 2023. A full transcript of the questions asked at the AGM and the answers provided will be made available on the Company's website as soon as practicable following the conclusion of the AGM.

Requirements

An active internet connection is required at all times in order to allow you to join the meeting, submit questions and listen to the audiocast. It is your responsibility to ensure you remain connected for the duration of the meeting.

As explained in more details on pages 8, 95 and 107, Irene will step down as Chair, of both the Board and the Nomination and Governance Committee, and from membership of the Remuneration Committee, at the conclusion of the Annual General Meeting. She will thereafter continue to serve on the Board as a non-independent Non Executive Director in accordance with the Code provisions in such circumstances.

Robert Noel - offers himself for re-election

Robert has been a Non Executive Director since 1 October 2019; the Company's Senior Independent Director since 21 April 2020; and was appointed as the Board's Employee Champion on 26 April

2022. The Board is satisfied that he is independent in character and judgement in applying his expertise at meetings of the Board and of the Audit, Nomination and Governance, and Remuneration Committees, and that he will be able to allocate sufficient time to the Company to discharge his responsibilities effectively. Rob 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.

As explained in more detail on pages 9, 95 and 108, Rob will succeed Irene Dorner as Chair at the conclusion of the 2023 Annual General Meeting. At that time, he will also assume the Chair of the Nomination and Governance Committee; and will, in accordance with the Code, step down from the Audit Committee.

Jennie Daly - offers herself for re-election

Jennie was appointed Chief Executive following the conclusion of the 2022 Annual General Meeting, 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.

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. Mark brings significant operational experience in all aspects of the construction sector, including as Chief Operating Officer of Mace Finance Ltd until 2021.

Clodagh Moriarty - offers herself for 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 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 20 years of varied customer- focused experience across retail, strategy, digital transformation and e-commerce.

The Board confirms that each of the above Directors has recently been subject to formal performance evaluation, details of which are set out in the Nomination and Governance Committee report in the Annual Report on pages 112 and 113, 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 Code to fulfil their role and duties.

Resolution 12: 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 2023 Annual General Meeting 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 13: 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 2022 are given in Note 6 on page 173 of the Annual Report.

Resolution 14: 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 Annual General Meeting held on 26 April 2022 and which is due to expire at the conclusion of this Annual General Meeting. Accordingly, paragraph a of resolution 14 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 £11,773,283 (representing 1,177,328,367 ordinary shares). This amount represents approximately one third of the issued ordinary share capital of the Company as at 27 February 2023, 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 14 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 £23,546,567 (representing 2,354,656,734 ordinary shares), as reduced by the nominal amount of any shares issued under paragraph a of resolution 14. This amount (before any reduction) represents approximately two thirds of the issued ordinary share capital of the Company as at 27 February 2023, the latest practicable date prior to publication of this Notice of Meeting.

The Company holds 25 million shares in treasury, as described more fully on pages 149 and 150.

The authorities sought under paragraphs a and b of resolution 14 will expire at the earlier of 26 July 2024 and the conclusion of the next Annual General Meeting 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 15 and 16: Authority to dis-applypre-emption rights

Resolutions 15 and 16 would give the Directors the power to allot ordinary shares (or sell any ordinary shares which the Company holds in treasury) for cash (other than pursuant to an employee share scheme) without first offering them to existing shareholders pro rata to their existing shareholdings, as permitted by the Articles and as described below.

The Company follows the principles set out by The Pre-Emption Group and has taken the opportunity to increase the proportion of issued capital (excluding treasury shares) which may be allotted on the basis contemplated by resolutions 15 and 16, 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 (the Pre-emption Principles).

The power set out in resolution 15 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:

a. 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;

b. the allotment of shares and treasury shares for cash up to an aggregate nominal value of £3,531,985 being approximately 10 percent of the issued ordinary share capital (excluding treasury shares) at 27 February 2023, 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 £706,397, being approximately 2 percent of the issued ordinary share capital (excluding treasury shares) at 27 February 2023, 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 Section 2B of the Pre-emption Principles.

Resolution 16 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 15.

It would be limited to allotments or sales of shares and treasury shares for cash up to:

1. an aggregate nominal value of £3,531,985, being approximately 10 percent of the issued ordinary share capital (excluding treasury shares) at 27 February 2023, the latest practicable date prior
   to publication of this Notice of Meeting; and
2. an aggregate nominal value of £706,397, being approximately

2 percent of the issued ordinary share capital (excluding treasury shares) at 27 February 2023, 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 Section 2B of the Pre-emption Principles.

If given, these authorities will expire at the conclusion of the Annual General Meeting in 2024 or at the close of business on 26 July 2024, 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 Annual General Meeting in accordance with best practice.

Resolution 17: 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 Act.

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

27 February 2023.

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:

1. 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
2. the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out.

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 27 February 2023, the Company holds 25 million shares in treasury.

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

As advised in last year's Annual Report and Accounts, the Board utilised this power during 2022 to return excess capital to its shareholders of £150 million through buying back 116.9 million shares, of which 25 million are being held in treasury and the remaining 91.9 million have been cancelled. That share buyback is expected to benefit shareholders through the opportunity for increased future dividends per share on the remaining shares. The Board currently intends that the shares held in treasury will be used for future obligations of the Company in respect of its employee share schemes, and are currently being used to meet the exercise of Sharesave options, as described in more detail in Note 26 on page 191.

The Directors have no present intention of exercising this authority other than for the reasons stated above, but will keep the matter under review, and would do so only after careful consideration, taking into account market conditions, the cash reserves of the Company, the Company's share price, appropriate gearing levels, other investment opportunities and the overall financial position of the Company. The authority will be exercised only if the Board believe that to do so would result in an increase in earnings per share and would be likely to promote the success of the Company for the benefit of its shareholders as a whole.

The total number of options and conditional share awards to subscribe for ordinary shares outstanding as at the close of business on 27 February 2023 was 29,666,405, representing approximately 0.8% of the issued ordinary share capital of the Company as at that date and approximately 0.9% 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 26 October 2024 and the conclusion of the Company's next Annual General Meeting.

Special business

Ordinary resolutions

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

Resolutions 18 and 19: Approval of the Directors' Remuneration Report and the Remuneration Policy

The Remuneration Committee of the Board (the Committee) is seeking shareholders' approval of the Directors' Remuneration Report and the new Directors' Remuneration Policy (the Directors' Remuneration Policy) in resolutions 18 and 19, which will each 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 Report on an annual basis (excluding the part containing the current Directors' Remuneration Policy, which was approved by shareholders at the Company's 2020 Annual General Meeting when it was proposed for its latest three-yearly vote; and the proposed Directors' Remuneration Policy, which is proposed under Resolution 19 for approval for three years from the date of the Annual General Meeting). 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 128 to 134 of the Annual Report and Accounts 2022. It is intended that this will take effect immediately after the Annual General Meeting and will replace the existing policy that was approved by shareholders in 2020 which is due to expire at the 2023 Annual General Meeting. It is anticipated that the Directors' Remuneration Policy will be in force for three years.

Resolution 20: 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 20 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 20) 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 20 extends approval to all of the Company's subsidiaries.

This authority will expire at the conclusion of the next Annual General Meeting 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. Whilst 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 50 and 51 of the Annual Report and Accounts 2022.

Resolution 21: Taylor Wimpey Savings-Related Share Option Plan

The Taylor Wimpey Savings-Related Share Option Plan (the Sharesave) was last adopted by shareholders at the Company's Annual General Meeting in 2013, for a period not exceeding 10 years. The Company is now seeking approval to replace the Rules with new and updated Rules reflecting current legislation and best practice including to extend the term for its operation by a further 10 years.

The existing Sharesave, which is approved by HM Revenue & Customs (HMRC), is open to all UK employees with three months' service and offers the benefits set out on page 131 of this Annual Report and Accounts. The Company first offered Sharesave in 1982 and it has proved extremely popular with employees. Around 45 percent of our UK employees currently participate in Sharesave, which encourages employees to take an interest in the Company's share price performance, and helps to align their interests with those of shareholders.

Shareholder approval is being sought to extend the life of the Sharesave until 26 April 2033 (being 10 years from the date of the 2023 AGM) to enable the Company to continue to operate the Sharesave. The Remuneration Committee has also taken the opportunity to update the Sharesave Rules, taking into account modern practice.

Resolution 21 seeks approval for the new Rules of the Sharesave.

A summary of the proposed new Rules is set out in Appendix A on pages 216 and 217 and a copy of the new Sharesave Rules will be available for inspection by shareholders on the National Storage Mechanism (accessible at www.data.fca.org.uk/#/nsm/ nationalstoragemechanism) from the date of publication of this Notice of Meeting and at the place of the Annual General Meeting from 15 minutes prior to its commencement until its conclusion.

Resolution 22: Taylor Wimpey Share Incentive Plan

The Taylor Wimpey Share Incentive Plan (the SIP) was last adopted by shareholders at the Company's AGM in 2013, for a period not exceeding 10 years. The Company is now seeking approval to amend the SIP Rules to reflect current legislation and best practice,

Shareholder information

Notice of Annual General Meeting continued

including to extend the term for its operation by a further 10 years.

The existing SIP, which is approved by HM Revenue & Customs (HMRC), is open to all UK employees with three months' service and offers the benefits set out on page 131 of this Annual Report. The Company first offered a SIP in 2004 and it has proved extremely popular with employees. Around 40 percent of our UK employees currently participate in the SIP, which encourages employees to take an interest in the Company's share price performance, and helps to align their interests with those of shareholders.

Shareholder approval is also being sought to extend the life of the SIP until 26 April 2033 (being 10 years from the date of the 2023 AGM) to enable the Company to continue to operate the SIP. The Remuneration Committee has also taken the opportunity to update the Rules of the SIP in some respects, taking into account current legislation and best practice.

Resolution 22 seeks approval for the new Rules of the SIP.

A summary of the proposed new Rules of the SIP is set out in Appendix B on page 217 and a copy of the SIP Rules will be available for inspection by shareholders on the National Storage Mechanism (accessible at www.data.fca.org.uk/#/nsm/ nationalstoragemechanism) from the date of publication of this Notice and at the place of the Annual General Meeting from 15 minutes prior to its commencement until its conclusion.

Special resolution

Special resolutions require at least a 75% majority of votes cast to be cast in favour.

Resolution 23: Notice of general meetings

The Companies (Shareholders' Rights) Regulations 2009 have increased the notice period required for general meetings of the Company to 21 clear days unless shareholders agree to a shorter notice period, which cannot be less than 14 clear days. At the last Annual General Meeting, 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 Annual General Meeting, resolution 23 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 Annual General Meeting, 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.

Appendix A

Summary of the proposed new Rules of The Taylor Wimpey plc Sharesave Plan 2023 (the "Sharesave"):

Eligibility

Each time that the Board decides to issue an invitation to employees to participate in the Sharesave, all UK resident tax-paying employees and full time directors of the Company and its subsidiaries (the "Group") participating in the Sharesave must be offered the opportunity to participate. Other employees of the Group may be permitted to participate at the Board's discretion. If the Board so determines in line with the relevant legislation governing the Sharesave, employees who are invited to participate must have completed a minimum qualifying period of employment before they can participate (which currently can be up to 5 years before the grant date).

Savings contract

Under the Sharesave, eligible employees may enter into a linked savings contract to make savings over a three or five-year period.

Monthly savings by an employee under all savings contracts linked to options granted under any tax-advantagedsavings-related share option plan may not exceed the statutory maximum, which is currently set at £500 per month. The Board may set a lower limit in relation to any particular grant. At the end of the three-year or five-year savings contract, employees may either withdraw their savings on a tax-free basis or use their savings to acquire ordinary fully paid shares in the Company ("Shares").

Exercise price

The proceeds of the savings contract can be used to exercise an option to acquire Shares at an exercise price per Share set when employees were invited to participate in the Sharesave. The exercise price may not be manifestly less than 80 percent (or such other percentage as may be permitted by the relevant legislation) of the market value of a Share at the date of invitation.

The exercise price will normally be set using prices taken from a period of 42 days beginning on: (a) the first dealing day after the announcement of the Company's results for any period; (b) the day on which an announcement is made of an amendment to the Sharesave legislation or such legislation comes into force; (c) the day on which a new HMRC-approved savings contract is announced; or

1. to the extent that share dealing restrictions apply in any of the preceding three periods, the dealing day on which such dealing restrictions are lifted, unless the Board determines that exceptional circumstances exist which justify the issue of invitations under the Sharesave at another time.

Overall limit

The Sharesave may operate over new issue Shares, treasury Shares or Shares purchased in the market. The rules of the Sharesave provide that the number of Shares which may be issued to satisfy options or awards granted under the Sharesave and any other employee share plan adopted by the Company in any ten-year rolling period may not exceed 10 percent 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, options over, and awards of, Shares which are relinquished or lapse will be disregarded for the purposes of this limit.

Exercise of options

Ordinarily, an option may be exercised within six months of the date that the savings contract matures. Options not exercised by the end of this period will lapse. However, special provisions apply upon cessation of employment and in the case of certain corporate events.

Cessation of employment

Options will normally lapse immediately upon a participant ceasing to be employed by, or hold office with, the Group. However, if a participant ceases to hold office or employment because of injury, disability, redundancy, retirement or the sale of the individual's employing company or business out of the Group, their option will not lapse and may be exercised early for a period of up to six months after the participant's cessation of office or employment. If a participant dies, their option may be exercised for 12 months after their death by their personal representatives.

Corporate events

In the event of certain types of corporate event involving a change of control or winding-up of the Company, any outstanding options may be exercised early. Alternatively, participants may agree with the acquiring company to exchange their options for equivalent options over shares in a different company. If the change of control is an internal reorganisation of the Group and participants are offered equivalent options over shares in a different company, their options will not become exercisable and, if not so exchanged, will lapse.

Adjustments

In the event of a variation of the Company's share capital, the Board

may adjust the number or description of Shares subject to options and/or the exercise price applicable to options in such manner as it considers appropriate.

Rights attached to Shares

Options granted under the Sharesave will not confer shareholder rights on a participant (including an entitlement to vote or to receive dividends) until that participant has exercised their option and received 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).

Amendments

The Board may, at any time, amend the Sharesave rules in any respect. The prior approval of the Company's shareholders must be obtained for 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 on Shares under the Sharesave, the basis for determining the entitlement to, and the terms of, Shares provided under the Sharesave, the adjustments that may be made in the event of any variation in 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 Sharesave, to take account of the provisions of any relevant legislation, or to obtain or maintain favourable tax, exchange control or regulatory treatment for any participant or member of the Group. An amendment which would be to the material disadvantage of participants in respect of subsisting rights under the Sharesave will only take effect with the approval of a majority of the participants who respond to an invitation to indicate their approval.

Non-transferability

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

Benefits not pensionable

Any benefits received under the Sharesave are not pensionable.

Termination

No options may be granted under the Sharesave more than ten years after the date it is approved by the Company's shareholders.

Appendix B

Summary of the proposed new Rules of The Taylor Wimpey plc Share Incentive Plan (the "SIP"):

Grant of SIP awards

Under the SIP, eligible employees may be: (a) awarded free ordinary shares up to a value of £3,600 ("Free Shares") each year; (b) offered the opportunity to buy ordinary shares up to a maximum value of the lesser of £1,800 and 10% of the employee's pre-tax salary each year ("Partnership Shares"); (c) given up to 2 free ordinary shares ("Matching Shares") for each Partnership Share bought; and/or (d) allowed or required to purchase ordinary shares using dividends received on ordinary shares held in the SIP ("Dividend Shares"). The Board may increase these limits in the future should the relevant legislation change the maximum levels of participation referred to above.

SIP Trust

The SIP operates through a UK resident trust (the "SIP Trust"). The trustee(s) of the SIP Trust purchases or subscribes for ordinary shares that are awarded to or purchased on behalf of participants in the SIP. A participant will be the beneficial owner of any ordinary shares held on their behalf by the trustee(s) of the SIP Trust.

Eligibility

Each time that the Board decides to make an award under the SIP, all UK resident tax-paying employees of the Company and its

subsidiaries participating in the SIP must be offered the opportunity to participate. Other employees of the Company and its subsidiaries may be permitted to participate at the Board's discretion. Employees who are invited to participate must have completed a minimum qualifying period of employment (as determined by the Board in line with the relevant legislation) before they can participate.

Free Shares

There will be a holding period of between three and five years (or such other period as may be permitted by the relevant legislation from time to time) during which the participant cannot withdraw the Free Shares from the SIP Trust unless the participant ceases to be employed by the Group. The precise duration of this holding period will be determined by the Board each time Free Shares are awarded. The Board, in its discretion, may provide that the Free Shares will be forfeited if the participant ceases to be employed by the Group other than because of death, injury, disability, redundancy, retirement or the sale of the individual's employing company or business out of the Group (each a "SIP Good Leaver Reason").

Partnership Shares

The Board may allow an employee to use pre-tax salary to buy Partnership Shares at their then market value. Once acquired, Partnership Shares may be withdrawn from the SIP by the participant at any time.

Matching Shares

The Board may, in its discretion, offer free Matching Shares to an employee who has purchased Partnership Shares. There is a holding period of between three and five years (or such other period as may be permitted by the relevant legislation from time to time) during which the participant cannot withdraw the Matching Shares from the SIP Trust, unless the participant ceases to be employed by the Group. The precise duration of this holding period will be determined by the Board each time Matching Shares are awarded. The Board, in its discretion, may provide that the Matching Shares will be forfeited if the participant ceases to be employed by the Group other than for a SIP Good Leaver Reason or if the related Partnership Shares are withdrawn from the SIP.

Reinvestment of dividends

The Board may allow or require a participant to reinvest the whole or part of any dividends paid on ordinary shares held in the SIP on their behalf. Dividend Shares must be held in the SIP Trust for no less than three years, unless the participant ceases to be employed by the Group.

Corporate events

In the event of a general offer being made to shareholders (or a similar takeover event taking place), participants will be able to direct the trustee of the SIP Trust as to how to act in relation to their ordinary shares held in the SIP. In the event of an internal reorganisation, any ordinary shares held by participants may be replaced by equivalent shares in a new holding company.

Variation of capital

Ordinary shares acquired on a variation of the share capital of the Company will usually be treated in the same way as the ordinary shares originally acquired or awarded under the SIP in respect of which the rights were conferred and as if they were acquired or awarded at the same time.

Rights attaching to ordinary shares

Any ordinary shares issued to the trustee of the SIP Trust will rank equally with other ordinary shares then in issue (except for rights arising by reference to a record time or date prior to the time or date of issue). In the event of a rights issue, participants will be able to direct the trustee(s) of the SIP Trust as to how to act in respect of the ordinary shares held in the SIP on their behalf.