THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to what action you should take you are recommended to consult your stockbroker, bank manager, solicitor,

accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 as soon as possible.

If you have sold or otherwise transferred all of your shares in Barratt Developments PLC, please pass this document together with any 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.

Barratt Developments PLC

Notice of Annual General Meeting 2023

To be held on Wednesday 18 October 2023

Whether or not you decide to attend the AGM, we strongly encourage you to submit a Form of Proxy in accordance

with the instructions contained in the notes to this document.

The Form of Proxy must be received not less than 48 hours before the time of the AGM.

Barratt Developments PLC Notice of Annual General Meeting 2023

1

Barratt Developments PLC

(the 'Company')

14 September 2023

To the holders of ordinary shares in the Company Dear Shareholder

Notice of Annual General Meeting 2023 ('AGM')

I am pleased to confirm that this year's AGM will be held at the offices of Linklaters LLP, One Silk Street, London, EC2Y 8HQ at 12 noon on Wednesday 18 October 2023. For directions please see the map on page 17 of this document.

The notice convening the AGM ('Notice') is set out on pages 3 to 5 of this document. The explanatory notes for the business to be transacted at the AGM are set out on pages 9 to 13.

Attendance at the AGM and live webcast

The AGM is an important event in our corporate calendar which provides the Board with an opportunity to engage with the Company's shareholders. Should you wish to attend the AGM in person, please bring with you the attendance card accompanying the Notice. This will authenticate your right to attend, speak and vote at the AGM and enable us to register your attendance. Refreshments will be provided before and after the meeting.

For those who are unable to attend in person, a live webcast of the meeting will be available to allow you to follow the business of the AGM virtually. To join via the webcast see note 16 on page 8 of this document. Please note that joining the webcast will not constitute formal attendance at the AGM. You will therefore not be permitted to speak or vote on the business of the AGM, but you will be able to send questions relating to the business of the AGM to me via the webcast.

In the event that changes are required to the details of the AGM (for example, as a result of renewed public health guidance), we will notify you of the new arrangements as soon as possible prior to the AGM, through our website at www.barratt developments.co.uk/investors/ shareholder-centre and, where appropriate, by a Regulatory Information Service announcement.

Appointment of proxies

Your vote is important to us and, whether or not you intend to attend the AGM in person, I do strongly encourage you to exercise your vote by appointing a proxy in advance of the AGM, and to appoint me, the Chair of the meeting, as your proxy. To be valid, your Form of Proxy must be received by the Registrar no later than 12 noon on Monday 16 October 2023.

You can submit your proxy appointments and voting instructions in advance of the AGM by following the relevant instructions set out in notes 2 to 7 inclusive.

Questions on AGM business

In addition to raising questions at the AGM in person or during the live webcast, you can also submit questions in advance by email to agmquestions@barrattplc.co.uk or by post to the Company Secretary at the registered office address listed below.

Any questions received by email or post before 5 p.m. on Wednesday 11 October 2023 will be answered during the AGM.

We will publish the answers to all questions received before or during the meeting, on our website (on an anonymised basis) as soon as practicable after the AGM. Further details can be found in note 16 on page 8 of this document.

Voting at the AGM

Voting on each of the resolutions to be put to the AGM will be taken on a poll as the Board believes that this is more representative of shareholder voting intentions. The results of the poll will be announced through a Regulatory Information Service and will be available on the Company's website as soon as practicable following the conclusion of the meeting.

Resolutions

At this year's AGM, in addition to the usual resolutions, we are asking shareholders to vote on our Remuneration Policy. A summary of changes to the current policy is set out on page 142 of the 2023 Annual Report and Accounts.

We are also proposing to replace the current Long Term Performance Plan ('LTPP') and Deferred Bonus Plan ('DBP') (due to expire in November 2023 and November 2025 respectively) with a new LTPP and a revised DBP, which reflect current best practice and which are consistent with the proposed new Remuneration Policy. Further details can be found in the explanatory notes on page 12 and in Appendix A on pages 14 to 16 of this document.

Recommendation

Your Board believes that the resolutions contained in the Notice are in the best interests of the Company and its shareholders as a whole and will promote the success of the Company. Your Directors intend to vote in favour of each resolution and recommend that you do so as well.

Yours faithfully

Caroline Silver

Chair

Registered Office: Barratt Developments PLC Barratt House, Cartwright Way Forest Business Park, Bardon Hill, Coalville, Leicestershire, LE67 1UF

(incorporated and registered in England and Wales No: 00604574)

2 Barratt Developments PLC Notice of Annual General Meeting 2023

Notice of Annual General Meeting

Notice is hereby given that the sixty-fifth Annual General Meeting ('AGM') of Barratt Developments PLC (the 'Company') will be held at Linklaters LLP, One Silk Street, London, EC2Y 8HQ on Wednesday 18 October 2023 at 12 noon.

You will be asked to consider and, if thought fit, pass the following resolutions:

Ordinary resolutions

  1. To receive the accounts of the Company, the Strategic Report and the Directors' and Auditor's Reports for the year ended 30 June 2023.
  2. To approve the Directors' Remuneration Report other than the part containing the Directors' Remuneration Policy for the year ended 30 June 2023 set out on pages 137 to 141 and 155 to 168 of the annual report for the year ended 30 June 2023 (the '2023 Annual Report').
  3. To approve the Directors' Remuneration Policy, the full text of which is set out on pages 142 to 154 of the 2023 Annual Report, to take effect from the conclusion of this Annual General Meeting.
  4. To declare a final dividend of 23.5 pence per ordinary share for payment on 3 November 2023 in respect of the financial year ended 30 June 2023 to shareholders on the register at the close of business on 29 September 2023.
  5. To elect Caroline Silver as a Director.
  6. To elect Jasi Halai as a Director.
  7. To elect Nigel Webb as a Director.
  8. To re-elect David Thomas as a Director.
  9. To re-elect Steven Boyes as a Director.
  10. To re-elect Mike Scott as a Director.
  11. To re-elect Katie Bickerstaffe as a Director.
  12. To re-elect Jock Lennox as a Director.
  13. To re-elect Chris Weston as a Director.
  14. To re-appoint Deloitte LLP as the auditor of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next general meeting at which accounts are laid before the Company.
  15. To authorise the Audit Committee to fix the remuneration of the auditor.
  16. That, in accordance with Sections 366 and 367 of the Companies Act 2006 (the 'Act'), the Company and all companies that are subsidiaries of the Company at any time during the period for which this resolution has effect be and are hereby authorised:
    1. to make political donations (as defined in Section 364 of the Act) to political parties (as defined in Section 363 of the Act), not exceeding £30,000 in total;
    2. to make political donations (as defined in Section 364 of the Act) to political organisations other than political parties (as defined in Section 363 of the Act), not exceeding £30,000 in total; and
    3. to incur political expenditure (as defined in Section 365 of the Act), not exceeding £30,000 in total,in each case during the period beginning with the date of the passing

of this resolution and ending at the conclusion of the next Annual General Meeting of the Company (or, if earlier, at the close of business on 18 January 2025).

In any event, the aggregate amount of political donations and political expenditure made or incurred by the Company and its subsidiaries pursuant to this resolution shall not exceed £90,000.

  1. a) That the Barratt Developments PLC Long Term Performance Plan 2023 (the 'LTPP'), summarised in Appendix A to this Notice and the rules of which are produced to this Annual General 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 LTPP; and
    1. That the Board be authorised to adopt further plans based on the LTPP 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 LTPP.
  2. a) That the Barratt Developments PLC Deferred Bonus Plan 2023 (the 'DBP'), summarised in Appendix A to this Notice and the rules of which are produced to this Annual General 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 DBP; and
    1. That the Board be authorised to adopt further plans based on the DBP 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 DBP.
  3. That the Board be and is hereby generally and unconditionally authorised, in accordance with Section 551 of the Act, in substitution for all subsisting authorities, to execute all powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company up to an aggregate nominal amount of £32,486,193, such authority to apply (unless previously renewed, revoked or varied by the Company in general meeting) until the end of the next Annual General Meeting of the Company (or, if earlier, until the close of business on 18 January 2025) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert any security into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for, or convert any security into, shares under any such offer or agreement as if the authority had not ended.

Barratt Developments PLC Notice of Annual General Meeting 2023

3

Notice of Annual General Meeting continued

Special resolutions

20. That, if resolution 19 above is passed, the Board be given power to allot equity securities (as defined in 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 power to be limited:

  1. to the allotment of equity securities and the sale of treasury shares in connection with an offer or issue of, or invitation to apply for, equity securities:
    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,

and so that the Board may impose any limits, exclusions 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 whatsoever;

  1. in the case of the authority granted under resolution 19 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 £9,745,857; and
  2. 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 power 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 (the 'PEG Statement of Principles 2022'),

such power to apply, unless previously renewed, revoked or varied, until the end of the next Annual General Meeting of the Company (or, if earlier, until the close of business on 18 January 2025) 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/or treasury shares to be sold) after the power ends and the Board may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the power had not ended.

21. That if resolution 19 is passed, the Board be given the power in addition to any power granted under resolution 20 to allot equity securities (as defined in the Act) for cash under the authority granted under resolution 19 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 power to be limited:

  1. to the allotment of equity securities or sale of treasury shares up to a nominal amount of £9,745,857, such power to be used only for the purposes of financing a transaction which the Board determines to be either an acquisition or a specified capital investment of a kind contemplated by the PEG Statement of Principles 2022, or for the purposes of refinancing such a transaction within 12 months of its taking place; and
  2. 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 power 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 PEG Statement of Principles 2022,

such power to apply, unless previously renewed, revoked or varied, until the end of the next Annual General Meeting of the Company (or, if earlier, until the close of business on 18 January 2025) 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/or treasury shares to be sold) after the power ends and the Board may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the power had not ended.

22. That the Company be and is hereby generally and unconditionally authorised for the purposes of Section 701 of the Act to make one or more market purchases (as defined in Section 693(4) of the Act) of its ordinary shares of 10 pence each in the capital of the Company ('ordinary shares'), on such terms and in such manner as the Board may from time to time determine, provided that such authority shall be limited:

  1. to a maximum number of 97,458,579 ordinary shares;
  2. by the condition that the maximum price, exclusive of expenses, which may be paid for an ordinary share shall be the highest of:
    1. an amount equal to 5% above the average market value of an ordinary share for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and
    2. the higher of the price of the last independent trade and the highest current independent bid for an ordinary share on the trading venue on which the purchase is to be carried out, including when the shares are traded on different trading venues; and

4 Barratt Developments PLC Notice of Annual General Meeting 2023

  1. by the condition that the minimum price, exclusive of expenses, which may be paid for an ordinary share is 10 pence,

such authority to apply, unless previously renewed, revoked or varied, until the end of the next Annual General Meeting of the Company (or, if earlier, until the close of business on 18 January 2025) but so that during the relevant period the Company may enter into a contract under which a purchase of ordinary shares will or may be completed or executed wholly or partly after the authority ends and the Company may purchase ordinary shares pursuant to any such contract as if the authority had not ended.

23. That a general meeting of the Company, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.

By order of the Board

Tina Bains

Company Secretary

14 September 2023

Registered office

Barratt Developments PLC

Barratt House,

Cartwright Way, Forest Business Park, Bardon Hill, Coalville, Leicestershire, LE67 1UF

(incorporated and registered in England and Wales under number 00604574)

Barratt Developments PLC Notice of Annual General Meeting 2023

5

Attention: This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Barratt Developments plc published this content on 14 September 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 September 2023 15:48:08 UTC.