Notice of Meeting

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

Notice is hereby given that the seventy third Annual General Meeting of Taylor Wimpey plc (the 'Company') will be held on 17 April 2008 at 11.00 am at The Royal College of Physicians, 11 St Andrews Place, Regent's Park, London NW1 4LE, for the following purposes:

ORDINARY BUSINESS

Ordinary resolutions:

  1. To receive the Report of Directors and Accounts together with the Auditors' Report for the year ended 31 December 2007.
  2. To declare due and payable on 1 July 2008 a final dividend of 10.25 pence per ordinary share of the Company for the year ended 31 December 2007 to shareholders on the register at close of business on 23 May 2008.
  3. To elect as a Director, Peter Redfern, who was appointed as a Director of the Company by the Board since the last Annual General Meeting.
  4. To elect as a Director, Baroness Dean of Thorntonle- Fylde, who was appointed as a Director of the Company by the Board since the last Annual General Meeting.
  5. To elect as a Director, Anthony Reading, who was appointed as a Director of the Company by the Board since the last Annual General Meeting.
  6. To elect as a Director, Ian Sutcliffe, who was appointed as a Director of the Company by the Board since the last Annual General Meeting.
  7. To elect as a Director, David Williams, who was appointed as a Director of the Company by the Board since the last Annual General Meeting.
  8. To re-elect Peter Johnson, who retires by rotation as a Director of the Company in accordance with the Articles of Association.
  9. To re-elect Andrew Dougal, who retires as a Director of the Company in accordance with the Combined Code on Corporate Governance.
  10. To re-appoint Deloitte & Touche LLP as auditors of the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company, and authorise the Audit Committee to fix their remuneration on behalf of the Board.
  11. That the Board be and it is hereby generally and unconditionally authorised in substitution for any previous authority or authorities to exercise all the powers of the Company to allot relevant securities (within the meaning of Section 80 of the Companies Act) up to but not exceeding a maximum aggregate nominal amount of 87,963,850 during the period commencing on the date of passing this Resolution and expiring at the conclusion of the Annual General Meeting of the Company in 2009 save that the Company may before such expiry make offers or agreements which would or might require relevant securities to be allotted after such expiry and notwithstanding such expiry the Board may allot relevant securities in pursuance of such offers or agreements as if the authority conferred by this Resolution had not expired.

    Special resolutions:
  12. That subject to the passing of Resolution 11, the Board be and it is hereby empowered, pursuant to Section 95 of the Companies Act 1985 to allot equity securities (within the meaning of Section 94 of the Companies Act 1985) for cash pursuant to the authority conferred by the previous Resolution and/or where such allotment constitutes an allotment of equity securities by virtue of Section 94(3A) of the Companies Act 1985 as if sub-section (1) of Section 89 of the Companies Act did not apply to any such allotment, provided that this power shall be limited:
    1. to the allotment of equity securities in connection with a rights issue, open offer or any other preemptive offer in favour of ordinary shareholders (excluding any shareholder holding shares as treasury shares) where the equity securities respectively attributable to the interests of such ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them (subject to such exclusions or other arrangements as the Board may deem necessary or expedient to deal with fractional entitlements or legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever); and
    2. (ii) to the allotment (otherwise than pursuant to subparagraph (i) above) of equity securities up to an aggregate nominal amount of 14,478,725;
    3. and shall expire at the conclusion of the Annual General Meeting of the Company in 2009, save that the Company may before such expiry make offers or agreements which would or might require equity securities to be allotted after such expiry and notwithstanding such expiry the Board may allot equity securities in pursuance of such offers and agreements as if the power conferred by this Resolution had not expired.
  13. That the Company be and it is hereby generally and unconditionally authorised to make market purchases (within the meaning of Section 163(3) of the Companies Act 1985) of ordinary shares of 25 pence each of the Company ('ordinary shares'), provided that:
    1. (i) the maximum number of ordinary shares hereby authorised to be purchased shall be 115,829,900;
    2. (ii) the minimum price which may be paid for ordinary shares is 25 pence per ordinary share;
    3. (iii) the maximum price (exclusive of expenses) which may be paid for an ordinary share is 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 such ordinary share is purchased;
    4. (iv) the authority hereby conferred shall expire at the earlier of the conclusion of the Annual General Meeting of the Company in 2009 and 16 October 2009 unless such authority is renewed prior to such time save that 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
    Ordinary resolutions:
  14. To approve the Directors' Remuneration Report for the year ended 31 December 2007.
  15. 15 That in accordance with Section 367 of the Companies Act 2006, the Company and all companies which are its subsidiaries when this Resolution is passed are authorised to:
    • make political donations to political parties and/or independent election candidates not exceeding 250,000 in aggregate;
    • make political donations to political organisations other than political parties not exceeding 250,000 in aggregate;
    • incur political expenditure not exceeding 250,000 in aggregate

    during the period beginning with the date of passing this Resolution and ending on 16 October 2009 or, if sooner, at the conclusion of the Annual General Meeting of the Company in 2009.

    For the purposes of this Resolution the terms 'political donation', 'political parties', 'independent election candidates', 'political organisation' and 'political expenditure' have the meanings given by sections 363 to 365 of the Companies Act 2006.

  16. That the Directors be and are hereby authorised to adopt the Taylor Wimpey Performance Share Plan (the 'TW Performance Share Plan') the main features of which are summarised in Appendix 1 and in the form of the rules produced to the meeting and initialled by the Chairman for the purpose of identification and to do all things that they may consider necessary or expedient to implement or give effect to the same and to adopt further plans based on the TW Performance Share Plan but modified to take account of local tax, exchange control, securities law or regulations in overseas territories, provided that such further plans shall count against any limits on individual or overall participation under the TW Performance Share Plan.
  17. That the Directors be and are hereby authorised to adopt the Taylor Wimpey Share Option Plan (the 'TW Share Option Plan') in the form of the rules produced to the meeting and initialled by the Chairman for the purpose of identification; and to do all things that they may consider necessary or expedient to implement or give effect to the same including obtaining approval from HM Revenue & Customs for the approved schedule to the TW Share Option Plan and to adopt further plans based on the TW Share Option Plan but modified to take account of local tax, exchange control, securities law or regulations in overseas territories, provided that such further plans shall count against any limits on individual or overall participation under the TW Share Option Plan.

    Special resolution:
  18. That the Articles of Association produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association.
Notice of Meeting