NOTICE OF ANNUAL GENERAL MEETING To be held on Tuesday 24 March 2020 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 Crest Nicholson Holdings plc, please pass this document (together with the accompanying Form of Proxy) to the purchaser or transferee, or to the person who arranged the sale or transfer, so they can pass this document (together with the accompanying Form of Proxy) to the person who now holds the shares. If you have sold or transferred only part of your holding of shares in Crest Nicholson Holdings plc, you should retain this document and consult the stockbroker, bank or other agent through whom the sale or transfer was effected. 2 CHAIRMAN’S LETTER Crest Nicholson Holdings plc (the ‘Company’) Registered in England and Wales under number 06800600 Crest House Pyrcroft Road Chertsey Surrey KT16 9GN 17 February 2020 Dear Shareholder, Notice of Annual General Meeting 2020 I am writing to give you notice of the Company’s Annual General Meeting (‘AGM’) that is to be held at Brooklands Hotel, Brooklands Drive, Weybridge, Surrey KT13 0SL at 10.30 a.m. on Tuesday 24 March 2020. For directions, please see the map on the last page of this document. The notice convening the AGM (the ‘Notice’) is set out on pages 3 and 4 of this document. The explanatory notes for the business to be transacted at the AGM are set out on pages 5 to 8 of this document. This document should be read in conjunction with the Annual Integrated Report for the year ended 31 October 2019, which is being posted to shareholders (who have not opted to receive documents through our website) together with this document and is also available on our website at www.crestnicholson.com/investor-relations/agm. Board changes I joined the Board in September following a year of change and challenge for the Group. The Board had to make some tough decisions during the year and as a result we reached the end of the year with a new Executive Leadership Team and Chairman in place. The new team has acted quickly and the Board welcomed their updated strategy proposals in November. We are confident that we have a talented and highly motivated leadership team who have the necessary skills and capabilities to restore Crest Nicholson as one of the UK’s leading house builders. In accordance with the provisions of the UK Corporate Governance Code, all Directors, will retire at this year’s AGM. All Directors will submit themselves for election or re-election at this AGM, other than our Deputy Chairman and Senior Independent Director Leslie Van de Walle, who will be stepping down from the Board at the AGM. I would like to thank Leslie Van de Walle, for his contribution to the Board during his tenure and his central role in recruiting the new Executive Leadership Team, and myself as Chairman. Octavia Morley, Non-Executive Director and Chair of the Remuneration Committee, will become our Senior Independent Director immediately after the AGM. Dividend and capital return plan As the Company sets out its plans to rebuild operating profits, it also recognises the importance of the dividend to shareholders, while maintaining a robust balance sheet. I am pleased to say that we ended the year with positive net cash and we are fulfilling our commitment to pay a dividend of 33.0 pence per share for 2019. A resolution to approve the payment of the Final Dividend, of 21.8 pence per share, to shareholders is included in the business of the AGM. Remuneration Policy Following shareholder engagement and in line with the three-yearly review, Crest Nicholson’s Remuneration Policy will be put forward for shareholder consideration at the 2020 AGM. The full Policy is outlined in the Directors’ Remuneration Report enclosed in the Annual Integrated Report. A resolution to approve the Remuneration Policy is included in the business of the AGM. Action required If you would like to vote on the resolutions but cannot come to the AGM, you can appoint a proxy to exercise all or any of your rights to attend, vote and speak at the AGM. You will find a Form of Proxy enclosed with this Notice. Alternatively, submit an electronic proxy appointment instruction as soon as possible and, in any event, so as to be received by the Company’s Registrar at the relevant address set out below by no later than 10.30 a.m. on 20 March 2020. Completion and return of the Form of Proxy or submission of an electronic instruction will not preclude you from attending and voting in person at the AGM should you subsequently decide to do so (and are so entitled). The Directors believe that in the interests of shareholder democracy, it is important that the voting intentions of all members are taken into account, not just those who are able to attend the AGM and as such we propose putting Resolutions 1 to 18 to shareholders by way of poll rather than a show of hands. Shareholders attending the AGM will still have the opportunity to ask questions and vote on each resolution. Questions If you have any questions about the AGM or your shareholding, please contact our Registrar, Equiniti, by post at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA; by telephone on 0371 384 2183 (from outside the UK +44 121 415 7047); or for shareholders who have already registered with Equiniti’s online portfolio service; Shareview at www.shareview.co.uk (lines are open from 8.30 a.m. to 5.30 p.m. Monday to Friday excluding public holidays in England and Wales). Further shareholder information can be found on the Company’s website at www.crestnicholson.com. Recommendation Your Board believes that each of the resolutions contained in the Notice is in the best interests of the Company and its shareholders as a whole and recommends you to vote in favour of all resolutions, as your Directors intend to do in respect of their own beneficial shareholdings. Yours sincerely Iain Ferguson CBE Chairman CREST NICHOLSON | NOTICE OF ANNUAL GENERAL MEETING 2020 3 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Annual General Meeting The authority hereby conferred on the Directors shall (‘AGM’) of Crest Nicholson Holdings plc (the ‘Company’) will be expire at the conclusion of the next AGM of the Company held at 10.30 a.m. on Tuesday 24 March 2020 at Brooklands Hotel, after the date of the passing of this Resolution or 30 Brooklands Drive, Weybridge, Surrey KT13 0SL to consider, and if April 2021, whichever is the earlier, save that under this thought fit, pass the resolutions set out below. Resolutions 1 to 15 authority the Company may, before such expiry, make will be proposed as ordinary resolutions, and Resolutions 16 to 18 offers or enter into agreements which would or might will be proposed as special resolutions: require shares to be allotted or rights to subscribe for, or to convert any security into, shares to be granted after 1. To receive the Company’s accounts and the reports such expiry and the Directors may allot shares or grant of the Directors and auditors for the year ended rights to subscribe for, or to convert any security into, 31 October 2019. shares (as the case may be) in pursuance of such offers or agreements as if the authority conferred hereby had 2. To declare a final dividend of 21.8 pence per ordinary not expired. share in respect of the year ended 31 October 2019. 16. That, subject to the passing of Resolution 15 above and 3. To elect Iain Ferguson CBE as a Director of the Company. in substitution for all subsisting authorities to the extent unused, the Directors be and they are hereby authorised, 4. To elect Peter Truscott as a Director of the Company. pursuant to section 570 and section 573 of the Companies Act 2006 (the ’Act’), to allot equity securities (within the 5. To elect Duncan Cooper as a Director of the Company. meaning of section 560 of the Act) for cash either pursuant to the authority conferred by Resolution 15 or by way of 6. To elect Tom Nicholson as a Director of the Company. a sale of treasury shares, as if section 561(1) of the Act did not apply to any such allotment, provided that this 7. To re-elect Lucinda Bell as a Director of the Company. authority shall be limited to: 8. To re-elect Sharon Flood as a Director of the Company. (a) the allotment of equity securities in connection with an offer of equity securities: 9. To re-elect Louise Hardy as a Director of the Company. (i) to ordinary shareholders in proportion 10. To re-elect Octavia Morley as a Director of the Company. (as nearly as may be practicable) to their existing holdings; and 11. To re-appoint PricewaterhouseCoopers LLP as auditor of the Company to hold office until the conclusion of the (ii) to holders of other equity securities as required next general meeting at which accounts are laid before by the rights of those securities or as the the Company. Directors otherwise consider necessary; 12. To authorise the Audit and Risk Committee to determine and so that the Directors may impose any limits or the remuneration of the auditor.