Berkeley : Notice of 2023 Annual General Meeting

THIS DOCUMENT 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 independent financial or tax advice from a stockbroker, bank manager, solicitor, accountant, or other appropriate independent financial advisor authorised under the Financial Services and Markets Act 2000.

If you sell or have sold or otherwise transferred all your shares in The Berkeley Group Holdings plc (the 'Company'), please forward this document, together with the accompanying documents, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you sell or have sold or otherwise transferred only part of your holding of shares in the Company, please consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

Please register your proxy vote no later than 11:00 am on Wednesday 6 September 2023 via the website of the Company's registrar at www.signalshares.com or by completing a hard copy Form of Proxy (which can be requested from the Company's registrar) and returning it in accordance with the instructions printed

on it. If you are a CREST member, you can register your proxy vote electronically by using the service provided by Euroclear.

Further details on proxy votes are given in the notes to this document on pages 13 to 15.

The Berkeley Group Holdings plc

(incorporated and registered in England and Wales under number 05172586)

Notice of Annual General Meeting to be held on

Friday 8 September 2023

Notice of the Annual General Meeting of The Berkeley Group Holdings plc to be held at the offices of Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG on Friday 8 September 2023 at 11:00 am is set out on page 7.

Contents	Page
Letter from the Chairman of The Berkeley Group Holdings plc	3
Notice of Annual General Meeting	7
Appendix 1 Biographies of Directors	10
Notes	13

2

LETTER FROM THE CHAIRMAN OF THE BERKELEY GROUP HOLDINGS PLC

The Berkeley Group Holdings plc

(Registered in England and Wales, No. 05172586)

Berkeley House, 19 Portsmouth Road,

Cobham, Surrey KT11 1JG

7 August 2023

To the holders of ordinary shares of The Berkeley Group Holdings plc

Dear Shareholder,

Annual General Meeting

Introduction

I am pleased to invite you to the 2023 Annual General Meeting of The Berkeley Group Holdings plc (the 'Company' or 'Berkeley'), which will be held at the offices of Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG on Friday 8 September 2023 at 11:00 am. It is your opportunity to meet with your Directors and to question them about issues that concern the Company and I therefore encourage you to attend.

In any event, please register your proxy vote by no later than 11:00 am on Wednesday 6 September 2023 via the website of the Company's registrar at www.signalshares.com or by completing a hard copy Form of Proxy (which can be requested from the Company's registrar) and returning it in accordance with the instructions printed on it. Please write to me at the above address if you would like to ask a specific question at the meeting.

Please note that, if you appoint a proxy, you may still attend, speak and vote at the Annual General Meeting in person if you wish to do so.

This is my first year as Chairman of Berkeley, having initially been appointed as an independent Non-executive Director and Chairman Designate on 8 June 2022. On conclusion of the Company's Annual General Meeting on 6 September 2022, I succeeded Glyn Barker as Chairman of the Board and the Nomination Committee and as a member of the Remuneration Committee. I would like to thank Glyn for his stewardship in having led the Board through a period of significant transition following his appointment as Chairman on 23 July 2020, and for his service to Berkeley over the previous nine years.

In the period from 1 May 2022 to the date of this Notice of Meeting, there have been a number of Committee changes, as outlined in the Corporate Governance section of the Company's Annual Report and Accounts for the year ended 30 April 2023. On 6 September 2022, Natasha Adams was appointed as a member of the Remuneration Committee. Thereafter, on 16 November 2022, Sir John Armitt stepped down, and Rachel Downey was appointed, as a member of the Nomination Committee. Additionally, on 16 November 2022, Sarah Sands was appointed as a member of the Audit Committee.

As announced on 21 June 2023, Sir John Armitt, Diana Brightmore-Armour, Andy Myers, Justin Tibaldi, Paul Vallone and Karl Whiteman will step down from the Board at the conclusion of the Company's Annual General Meeting on 8 September 2023. I would like to thank Sir John, Diana and Andy for their outstanding service to the Berkeley Board and its Committees over their tenure as Non-executive Directors. I would like to also thank Justin, Paul and Karl and pay tribute to them for their significant contributions to the Board. They will remain in their current operational roles as key members of the Group's senior leadership team and as members of the Board of the Company's immediate subsidiary, The Berkeley Group plc and their importance to Berkeley, internally and externally, will not change.

Subject to their re-election as Directors, and as further announced on 21 June 2023, the following additional changes to Board and Committee composition will take place with effect from the conclusion of the 2023 Annual General Meeting: Rachel Downey will be appointed as Senior Independent Director; Andy Kemp will be appointed as Chairman of the Audit Committee and step down as Chairman, but remain a member, of the Remuneration Committee; Natasha Adams will replace Andy Kemp as Chair of the Remuneration Committee; William Jackson will join the Remuneration Committee; and Natasha Adams and Andy Kemp will join the Nomination Committee.

The Annual Report and Accounts for the year ended 30 April 2023 (the 'Annual Report') is available on the Company's website. Printed copies of the Annual Report have been sent to those shareholders that requested them. If you requested a printed copy of the Annual Report and have not received it, please contact the Company Secretary.

Summary of Resolutions

The full form of the resolutions is set out in the Notice of Annual General Meeting accompanying this letter. However, by way of summary, we will be proposing the following: (a) that the accounts for the year ended 30 April 2023 be received; (b) that the Annual Report on Remuneration for the year ended 30 April 2023 be approved; (c) that those Directors standing for re-election be re-elected;

1. that KPMG LLP be re-appointed as auditor; (e) that the Audit Committee be authorised to determine the auditor's remuneration;

1. that the Directors be authorised to allot a percentage of the share capital of the Company and that authority be granted for the allotment for cash of certain of those shares without reference to shareholders' pre-emption rights; (g) that the authority be renewed allowing the Company to purchase its own shares in the market; (h) that the authority be renewed allowing the Company to make donations to certain political organisations and to incur certain political expenditure; and (i) that general meetings may be held on 14 days' notice.

3

LETTER FROM THE CHAIRMAN OF THE BERKELEY GROUP HOLDINGS PLC

Presentation of Report and Accounts (Resolution 1)

In accordance with Section 437 of the Companies Act 2006 (the 'Act'), Directors must present the Report of the Directors and the accounts of the Company for the year ended 30 April 2023 to shareholders at the Annual General Meeting. The Report of the Directors, the accounts and the Report of the Company's Auditor on the accounts and on those parts of the Remuneration Report that are required to be audited are contained within the Annual Report.

Remuneration Report (Resolution 2)

In accordance with Section 439 of the Act, shareholders are required to approve the Annual Report on Remuneration which forms part of the Remuneration Report as presented on pages 132 to 156 of the Annual Report. In accordance with the Act, Resolution 2 in respect of the Annual Report on Remuneration is advisory only in order to provide shareholder feedback to the Board and does not affect the future remuneration paid to any Director.

The Company's Directors' Remuneration Policy was approved by shareholders at the 2022 Annual General Meeting and is therefore not required to be approved at this Annual General Meeting. It will be put to shareholders no later than the Company's Annual General Meeting in 2025.

Re-election of Directors (Resolutions 3 to 11)

In accordance with the UK Corporate Governance Code 2018 (the 'Code'), all Directors are subject to annual re-election. As previously announced, Sir John Armitt, Diana Brightmore-Armour, Andy Myers, Justin Tibaldi, Paul Vallone and Karl Whiteman will be stepping down from the Board at the conclusion of the Annual General Meeting. At this Annual General Meeting all other Directors will retire and are offering themselves for re-election.

The Board considers the effectiveness and independence of the current Non-executive Directors under the Code on an annual basis, taking into account each individual's professional characteristics, behaviour and their contribution to unbiased and independent debate. It has concluded that the Non-executive Directors have the skills, experience, independence and knowledge of the Company to enable them to discharge their respective duties and responsibilities skilfully and effectively. The Board annually reviews the outside directorships and time commitments of the Non-executive Directors. The Non-executive Directors' letters of appointment set out the expected time commitment and the Board has determined that each Non-executive Director is able to allocate sufficient time to the Company to discharge their responsibilities effectively. All of the Non-executive Directors presenting themselves for re-election are considered to have been independent in character and judgment throughout the year and are free of any other business or other relationship with the Group. Biographical details of the Directors, including details of their contribution and how it is and continues

to be important to the Company's long term sustainable success, are set out in Appendix 1 to this notice.

Following the annual evaluation of the Board and its Committees, which this year was carried out by the Group Company Secretary, the Board is satisfied that each Director standing for re-election, as appropriate, continues to and will make effective and valuable contributions to the Board and demonstrates commitment to the role.

Reappointment of Auditor and Auditor's Remuneration (Resolutions 12 and 13)

In accordance with Section 489 of the Act, the auditor of a company must be re-appointed at each general meeting at which accounts are laid. KPMG LLP was first appointed as the Group's auditor with effect from 1 May 2014. During the year to 30 April 2023, in accordance with applicable legal and regulatory requirements, the Audit Committee conducted a competitive tender process in respect of the appointment of the external auditor of the Company and its subsidiaries. Following a comprehensive process, on the recommendation of the Audit Committee, the Board approved the re-appointment of KPMG LLP as the Group's external auditor. Resolution 12 therefore proposes the re-appointment of the Company's existing auditor, KPMG LLP, until the conclusion of the next general meeting of the Company at which accounts are laid. Resolution 13 gives authority to the Audit Committee to determine the auditor's remuneration.

Allotment of Shares (Resolution 14)

The Directors may allot shares and grant rights to subscribe for, or convert any security into, shares only if authorised to do so by shareholders pursuant to Section 551 of the Act. The authority granted at the last Annual General Meeting is due to expire at the conclusion of this year's Annual General Meeting or on 31 October 2023, whichever is earlier. Accordingly, Resolution 14 will be proposed as an ordinary resolution to grant new authorities to allot shares and grant rights to subscribe for, or convert any security into, shares. If given, these authorities will expire at the conclusion of the Company's next Annual General Meeting or on 31 October 2024, whichever is the earlier.

Paragraph (a) of Resolution 14 will allow the Directors to allot ordinary shares up to a maximum nominal amount of £1,921,375.55 representing approximately one third (33.33%) of the Company's existing issued share capital (excluding treasury shares), calculated as at 27 July 2023 (being the latest practicable date prior to publication of this document). In accordance with the latest institutional guidelines issued by the Investment Association (the 'IA'), paragraph (b) of Resolution 14 will also allow the Directors to allot, in addition to the ordinary shares referred to in paragraph (a) of Resolution 14, ordinary shares in connection with a fully pre-emptive offer to ordinary shareholders up to a further maximum nominal amount of £1,921,375.55, representing a further approximately one third (33.33%) of the Company's existing issued share capital (excluding treasury shares) calculated as at 27 July 2023 (being the latest practicable date prior to publication of this document). The Directors have no present intention of allotting new ordinary shares other than in relation to the Company's employee share schemes. However, the Board considers it appropriate to maintain the flexibility that this authority provides. If they do exercise the authority, the Directors intend to follow emerging best practice as regards its use as recommended by the IA.

As at 27 July 2023 (being the latest practicable date prior to publication of this document), the Company holds 8,959,264 shares in treasury. This represents 8.42% of the total ordinary share capital in issue (excluding treasury shares) as at 27 July 2023 (being the latest practicable date prior to the publication of this notice).

4

LETTER FROM THE CHAIRMAN OF THE BERKELEY GROUP HOLDINGS PLC

Pre-emption Rights (Resolutions 15 and 16)

The Directors also seek authority from shareholders pursuant to Sections 570(1) and 573 of the Act to allot equity securities or sell treasury shares for cash without complying with the pre-emption rights in the Act in certain circumstances. The authority granted at the last Annual General Meeting is due to expire at the conclusion of this year's Annual General Meeting or on 31 October 2023, whichever is the earlier. Accordingly, Resolutions 15 and 16 will be proposed as special resolutions to grant such authority. This disapplication authority is in line with institutional shareholder guidance, and, in particular, with the guidelines set out in the Pre-Emption Group's Statement of Principles (the 'Pre-Emption Principles'). The Pre-Emption Principles were revised in November 2022 to allow the authority for an issue of shares for cash otherwise than in connection with a pre-emptive offer to include: (i) an authority over up to 10% of the Company's issued share capital for use on an unrestricted basis; and (ii) an additional authority over up to a further 10% of the Company's issued share capital for use in connection with an acquisition or specified capital investment announced contemporaneously with the issue, or which has taken place in the twelve month period preceding the announcement of the issue. In both cases, an additional authority of up to 2% may be sought for the purposes of a follow-on offer, as further explained below.

Resolution 15 will permit the Directors to allot:

1. equity securities for cash and sell treasury shares up to an aggregate nominal value of £3,842,751.10 representing two thirds of the Company's issued share capital (excluding treasury shares) as at 27 July 2023 (the latest practicable date prior to the publication of this document) on an offer to existing shareholders on a pre-emptive basis including a rights issue or an open offer (in the case of the authority granted under paragraph (b) of Resolution 14 by way of a fully pre-emptive offer only), in each case subject to any adjustments, such as for fractional entitlements, as the Directors see fit; and
2. equity securities for cash and sell treasury shares up to a maximum nominal value of £576,412.66 representing approximately 10% of the Company's issued share capital less treasury shares as at 27 July 2023 (the latest practicable date prior to the publication of this document) otherwise than in connection with a pre-emptive offer to existing shareholders and as a follow-on offer, up to an aggregate maximum nominal amount of 20% of any allotment of equity securities or sale of treasury shares allotted pursuant to paragraph (b) of Resolution 15.

Resolution 16 will permit the Directors to allot additional equity securities for cash and sell treasury shares up to a maximum nominal value of £576,412.66 representing approximately 10% of the Company's issued share capital less treasury shares as at 27 July 2023 (the latest practicable date prior to the publication of this document), otherwise than in connection with a pre-emptive offer to existing shareholders and as a follow-on offer, up to an aggregate maximum nominal amount of 20% of any allotment of equity securities or sale of treasury shares allotted pursuant to sub-paragraph (i) of Resolution 16, in each case only in connection with an acquisition or specified capital investment as contemplated by the Pre-Emption Principles described above.

As noted in Resolution 14 above, the Directors have no present intention of allotting ordinary shares other than in relation to the Company's employee share schemes. However, the Board considers that it is in the best interests of the Company and its shareholders generally that the Company should seek the authority and preserve the flexibility conferred by Resolutions 15 and 16, which are within the pre-emption guidelines, to conduct a pre-emptive offering without complying with the strict requirements of the statutory pre-emption provisions and to finance business opportunities quickly and efficiently when they arise. While embracing the flexibility conferred by Resolutions 15 and 16, the Board also recognises that existing shareholders may be keen to participate in a non pre-emptive offer carried out under these authorities. The Board is therefore supportive of the follow-on offer approach set out in the Pre-Emption Principles.

The Board confirms that it intends to follow the shareholder protections contained in Part 2B of the Pre-Emption Principles.

If given, this authority will expire upon the expiry of the authority to allot shares in Resolution 14 (that is at the conclusion of the Company's next Annual General Meeting or, if earlier, on 31 October 2024).

Purchase of the Company's Own Shares (Resolution 17)

In accordance with Section 701 of the Act, this resolution, which is a special resolution, will give the Company authority to purchase its own shares in the market up to a limit of 10% of its issued ordinary share capital (excluding treasury shares) as at 27 July 2023 (being the latest practicable date prior to the publication of this document). The maximum and minimum prices are stated in the resolution. The Directors intend to use the authority granted by this resolution to continue making market purchases of the Company's ordinary shares as a method of returning value to shareholders and believe that it is advantageous for the Company to have this flexibility. The Directors will exercise this authority only if they are satisfied that a purchase would result in an increase in expected earnings per share and would be in the interests of shareholders generally.

Listed companies purchasing their own shares are allowed to hold them in treasury as an alternative to cancelling them. No dividends are paid on shares while they are held in treasury and no voting rights are attached to treasury shares. It is the Company's current intention to cancel the shares that it may purchase pursuant to the authority granted to it. However, in order to respond properly to the Company's capital requirements and prevailing market conditions, the Directors will from time to time reassess whether to hold the shares it purchases pursuant to this authority in treasury, provided it is permitted to do so, for example for use in connection with the satisfaction of the Company's employee share schemes.

As at 27 July 2023 (being the latest practicable date prior to publication of this document), the total number of options over shares that were outstanding under all of the Company's share option plans was 7,363,973, which if exercised would represent 6.92% of the Company's issued share capital at that date (excluding treasury shares). If the Company were to purchase its own shares to the fullest possible extent of the authority from shareholders existing (from last year's Annual General Meeting which is due to expire at the end of this Annual General Meeting) and being sought at this year's Annual General Meeting, this number of outstanding options could potentially represent 8.41% of the issued share capital of the Company (excluding treasury shares). There are no warrants over ordinary shares in the capital of the Company outstanding.

Unless renewed, revoked or varied, this authority will expire at the conclusion of the next Annual General Meeting of the Company after the date on which this resolution is passed or, if earlier, on 31 October 2024.

5