- Shareholder Information
Notice of Meeting
Action to be taken
Whether or not you intend to attend the Annual General Meeting, you are requested to complete the enclosed form of proxy and return it to the Company's Registrars, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and in any event so as to be received no later than 48 hours before the time appointed for the Annual General Meeting, that is no later than 11:00 am on 15 April 2008. The completion and submission of a form of proxy will not prevent you from attending and voting in person if you so wish.
Your vote is important. The Board requests that all shareholders exercise their right to vote.
Shareholders entitled to attend and vote at the Annual General Meeting may appoint one or more proxies to attend and vote in their place. A proxy need not be a shareholder of the Company. The completion and return of a form of proxy does not prevent a shareholder from attending and voting at the meeting in person. To vote, you can either:
- register your vote on-line at www.taylorwimpey.com;
- complete and return the enclosed form of proxy;
- use the service provided by CRESTCo for members of CREST;
- attend and vote at the Annual General Meeting in person; or
- have your proxy attend the Annual General Meeting on your behalf.
When submitting a form of proxy, you can cast your vote 'For' or 'Against' the resolutions or use the 'Vote Witheld' option. The outcome of voting on all resolutions will be announced at the Annual General Meeting and to the market and published on our website at www.taylorwimpey.com
Shareholders whose shares are held in CREST may use the CREST electronic appointment service to retrieve resolutions and submit proxy instructions. Please refer to the CREST manual for further information on CREST procedures, limitations and system timings.
Beneficial holders of shares with 'information rights'
Section 325 Companies Act 2006 (the 'Act') does not confer on persons nominated to receive information rights under Section 146 of the Act, the right to appoint proxies. Such persons who have received a copy of this notice of meeting are hereby informed, in accordance with Section 149 (2) of the Act, that they may have a right under an agreement with the registered member by whom they were nominated, to be appointed, or to have someone else appointed, as a proxy for the Annual General Meeting. If they have no such right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the member as to the exercise of voting rights. Such persons should contact the registered member by whom they were nominated in respect of these arrangements.
Recommendation
Your Directors are of the opinion that the resolutions to be proposed at the Annual General Meeting are in the best interests of shareholders as a whole and recommend you to vote in favour of them. Each Director will be doing so in respect of his or her own beneficial shareholdings.
Attendance and voting
As a shareholder of Taylor Wimpey plc, you have the right to attend and vote at the Annual General Meeting. As at 5 March 2008 the Company's issued share capital consisted of 1,158,299,201 ordinary shares carrying one vote each. The total voting rights of the Company as at 5 March 2008 were 1,055,566,274.
Please bring with you the accompanying attendance card and retain it until the end of the Meeting. It will authenticate your right to attend, speak and vote, and will help us to register your attendance without delay.
Registration will be available from 9:30 am. For the safety and comfort of those attending the Meeting, large bags, cameras, recording equipment and similar items will not be allowed into the building.
The Meeting will commence at 11:00 am and light refreshments will be available from 10:30 am and also after the conclusion of the Meeting.
You are advised to bring your Annual Report with you to the Meeting so that you can refer to it as necessary.
There is wheelchair access to the venue for shareholders who require it or those with reduced mobility. However attendees are strongly advised to bring their own carers to assist with their general mobility around the venue.
An induction loop system operates in the meeting room. Directions to the venue can be found on the back of your attendance card.
If you do not wish, or are unable, to attend, you may appoint either the Chairman of the Meeting or someone else of your choice to act on your behalf and to vote in the event of a poll. That person is known as a 'proxy'. You are advised to use the enclosed form of proxy to appoint a proxy or to vote electronically as outlined above and in more detail on the enclosed form of proxy.
A proxy need not be a shareholder and may attend and vote on behalf of the shareholder who appointed him or her.
At the Meeting, the proxy can act for the member he or she represents. This includes the right to join in or demand a poll, and to vote on a show of hands. The proxy is also valid for any adjournment of the Meeting.
Please tick the appropriate box alongside each resolution on the form of proxy to indicate whether you wish your votes to be cast 'for', or 'against', or whether you wish to withhold your vote from, that resolution. Unless you give specific instructions on how to vote on a particular resolution, your proxy will be able, at his or her discretion, either to vote 'for' or 'against' that resolution or to withhold your vote.
Before posting the form to the Registrar, please check that you have signed it. In the case of joint holders, either or any one of you may sign it.
As stated above, the forms of proxy must be received in the offices of the Registrar no later than 11:00 am on 15 April 2008. Any form of proxy received after this time will be void.
In order to facilitate voting by corporate representatives at the Meeting, arrangements will be put in place at the Meeting so that (i) if a corporate shareholder has appointed the Chairman of the Meeting as its corporate representative with instructions to vote on a poll in accordance with the directions of all the other corporate representatives for that shareholder at the Meeting, then on a poll those corporate representatives will give voting directions to the Chairman and the Chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; and (ii) if more than one corporate representative for the same corporate shareholder attends the Meeting but the corporate shareholder has not appointed the Chairman of the Meeting as a corporate representative, a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative. Corporate shareholders are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives (www.icsa.org.uk) for further details of this procedure. The guidance includes a sample form of representation letter if the Chairman is being appointed as described in (i) above.
Notes:
- A member entitled to attend and vote at this Meeting may appoint a proxy to attend and vote instead of him or her. A member may appoint more than one proxy in relation to the Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. The proxy need not be a member of the Company.
- A form of proxy sent electronically that is found to contain any virus will not be accepted.
- The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those shareholders registered in the Register of Members of the Company at 6.00 pm on 15 April 2008 shall be entitled to attend or vote at the Annual General Meeting in respect of the number of shares registered in their name at that time. Changes to entries on the relevant Register of Members after that time shall be disregarded in determining the rights of any person to attend or vote at the Annual General Meeting.
- Copies of the following documents are available for
inspection at the registered office of the Company
during usual business hours on weekdays (Saturdays
and public holidays excepted) up to and including the
date of the Annual General Meeting and at the place
of the meeting 15 minutes prior to and until the close
of the meeting:
- Register of the interests of each director in the shares and other securities of the Company;
- Executive Directors' contracts of service;
- Non Executive Directors' letters of appointment;
- Copies of the rules of the TW Performance Share Plan and the TW Share Option Plan;
- Copies of the current Articles of Association of the Company and a draft of the proposed amended Articles of Association of the Company are available for inspection at the registered office of the Company and at the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY in each case during usual business hours on weekdays (Saturdays and public holidays excepted) up to and including the date of the Annual General Meeting and at the place of the meeting 15 minutes prior to and until the close of the meeting.
- A copy of the full Annual Report and Financial Statements for the year ended 31 December 2007, including the Remuneration Report referred to in Resolution 14, is also available on our website www.taylorwimpey.com.