Crest Nicholson : AGM Special Business

Company Number: 06800600

THE COMPANIES ACT 2006 PUBLIC COMPANY LIMITED BY SHARES RESOLUTIONS of CREST NICHOLSON HOLDINGS PLC (the Company)

At an annual general meeting of the above-named Company, duly convened and held at 500 Dashwood Lang Road, Bourne Business Park, Addlestone, Surrey KT15 2HJ on 25 March 2026, the following resolutions were duly passed.

ORDINARY RESOLUTION

Resolution 14

To authorise the Directors, and in substitution for all subsisting authorities to the extent unused, in accordance with section 551 of the Companies Act 2006 (the Act), to allot shares in the Company and to grant rights to subscribe for, or to convert any security into shares in the Company:

1. up to an aggregate nominal amount of £4,282,361 (such amount to be reduced by the nominal amount of any equity securities (as defined in section 560 of the Act) allotted or granted under paragraph (b) below in excess of such sum); and

2. comprising equity securities (as defined by section 560 of the Act) up to an aggregate nominal amount of £8,564,722 (such amount to be reduced by any shares allotted or rights granted under paragraph (a) above) in connection with a fully pre-emptive offer:

   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, subject to such rights, as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements or securities represented by depositary receipts, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirements of any regulatory body or stock exchange or any other matter.

The authorities under paragraphs (a) and (b) above shall continue for the period ending on the date of the next annual general meeting or at the close of business on 25 June 2027, whichever is the earlier, save that under this authority the Company may, before such expiry, make offers or enter into agreements which would or might require shares to be allotted or rights to subscribe for, or to convert any security into, shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for, or to convert any security into, shares (as the case may be) in pursuance of such offers or agreements as if the authority conferred hereby had not expired.

SPECIAL RESOLUTIONS

Resolution 15

If Resolution 14 is passed, and in substitution for all subsisting authorities to the extent unused, to authorise the Directors, pursuant to section 570 and section 573 of the Act, to allot equity securities (within the meaning of section 560 of the Act) 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 Act did not apply to any such allotment or sale, such authority be limited to:

1. the allotment of equity securities and sale of treasury shares for cash 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 fully pre-emptive offer only):

   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, subject to such rights, as the Directors otherwise consider necessary,

      and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with any treasury shares, fractional entitlements or securities represented by depositary receipts, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirements of any regulatory body or stock exchange or any other matter;

2. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) of this Resolution 15) up to a nominal amount of £1,284,708; and

3. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) of this Resolution 15) up to an aggregate nominal amount equal to 20 per cent of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) of this Resolution 15, such authority to be used only for the purposes of making a follow-on offer which the Directors determine 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 AGM, and such authority shall continue for the period ending on the date of the next AGM or at the close of business on 25 June 2027, if earlier, but in each case, prior to its expiry 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 authority expires, and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Resolution 16

If Resolution 14 is passed, and in substitution for all subsisting authorities to the extent unused, to authorise the Directors, in addition to any authority granted under Resolution 15, pursuant to section 570 and section 573 of the Act, to allot equity securities (within the meaning of section

560 of the Act) for cash under the authority given by Resolution 14 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority be limited to:

1. the allotment of equity securities or sale of treasury shares up to a nominal amount of

   £1,284,708], 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 Directors determine 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 AGM; and

2. the allotment of equity securities or sale of treasury shares (otherwise than under paragraph

(a) of this Resolution 16) up to an aggregate nominal amount equal to 20 per cent of any allotment of equity securities or sale of treasury shares from time to time under paragraph

(a) of this Resolution 16, such authority to be used only for the purposes of making a follow-on offer which the Directors determine 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 AGM,

such authority shall continue for the period ending on the date of the next annual general meeting or at the close of business on 25 June 2027, if earlier, but in each case, prior to its expiry, 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 authority expires, and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Resolution 17

To authorise the Company generally and unconditionally, for the purposes of section 701 of the Act, to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 5 pence each in the capital of the Company on such terms and in such manner as the Directors shall from time to time determine, provided that:

1. the maximum aggregate number of ordinary shares hereby authorised to be purchased is 25,694,170;

2. the minimum price (exclusive of expenses) which may be paid for an ordinary share is 5 pence;

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

   1. an amount equal to 105 per cent 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 that ordinary share is contracted to be purchased; and

   2. an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venues where the purchase is carried out;

4. the authority shall continue for the period ending on the date of the next annual general meeting or at the close of business on 25 June 2027 if earlier, unless previously revoked, varied or renewed by the Company in general meeting prior to such time; and

5. the Company may at any time prior to the expiry of such authority enter into a contract or contracts under which a purchase of ordinary shares under such authority will or may be completed or executed wholly or partly after the expiration of such authority, and the Company may complete such purchase(s) as if the authority had not expired.

Resolution 18

That the Directors be authorised to call a general meeting, other than an AGM, on not less than 14 clear days' notice.

By Order of the Board

Penny Thomas Group Company Secretary Crest Nicholson Holdings plc

Registered Office: 500 Dashwood Lang Road, Bourne Business Park, Addlestone, Surrey, KT15 2HJ.