Browning West, the third largest shareholder in Countryside Properties PLC, with a 9.4% stake and a long-term investment horizon, is calling for the board of directors to immediately take certain actions that it believes will enhance outcomes for all of Countryside’s stakeholders, as well as ensure that the company can continue to fulfil its important role in the community by addressing the chronic housing shortage in a sustainable manner.

This public call to action comes following a month-long private dialogue between Browning West and Countryside revealed a reluctance on the part of management and the board to address the firm’s significant deficiencies or consider meaningful opportunities identified by Browning West to significantly enhance shareholder value.

Browning West has called for developer Countryside to remove its chairman and sell its private housebuilding business in a letter, which you can read below, to the company’s board.

Browning West believes that Countrywide’s partnerships division, which links up with local authorities and housing associations, is “vastly superior” to its housebuilding department.

The investor is attempting to remove chairman David Howell, claiming that he has “insufficient leadership skills”.

It has called for Browning West founder and chief investment officer Usman Nabi to be appointed to the board to lead the search for Howell’s replacement.

“We strongly believe that partnerships can deliver tremendous value to its shareholders, employees, and customers,” the letter said.

Letter from Browning West below:

2 December 2020

Non-Executive Directors Countryside Properties PLC Countryside House

The Drive Brentwood

Essex CM13 3AT

Dear Ms. Burton, Messrs. Hurt and Townsend, and Baroness Morgan,

We are writing to you in your capacity as Non-Executive Directors of Countryside Properties PLC (“Countryside” or “the Company”). Browning West, LP (“Browning West”, “we” or “us”), an investor in Countryside with a long-term investment horizon, owns 9.4% of the Company’s outstanding shares, making us Countryside’s third largest shareholder. We have made a substantial investment in Countryside because we believe that the Company’s Partnerships division (“Partnerships”) has tremendous long-term potential – in fact, we believe that Partnerships can become one of the UK’s greatest PLC success stories. We do not think it is unreasonable to suggest that a stand-alone Partnerships business could deliver nearly a ten-fold return for shareholders over the next ten years.

We also believe, based on our research, that the Company has several significant deficiencies, including its recent poor operating performance versus peers, a burdensome dual-division structure, and value-destroying capital allocation policies. Shareholders must insist that the Board correct these deficiencies and execute a much more ambitious agenda.

As you are aware, in recent months, we have attempted to communicate our concerns privately and collaboratively in dialogue with senior management and the Company’s Board of Directors (the “Board”). We have been left extremely dissatisfied with the Board’s responses to date, as well as its seeming complacency and lack of urgency with respect to the value-destroying status quo. We have gone to great lengths to draw your attention to the Company’s material deficiencies through two clear and detailed letters dated 29 September and 27 October, and we have had twelve phone calls to discuss our concerns with members of management and the Board, including Chairman David Howell, SID Douglas Hurt, NEDs Simon Townsend and Amanda Burton, CEO Iain McPherson, and CFO Mike Scott. Rather than providing us with substantive answers to straightforward questions, the Board has provided superficial responses and revealed its blasé attitude and lack of urgency toward the concerns we have raised. The Board has also repeatedly rejected the concrete solutions that we have proposed, without any coherent or substantial counterarguments.

To be clear, our hope from the outset of our dialogue was that management and the Board would work in good faith with us to address the deficiencies we highlighted, as well as the significant opportunities that exist to enhance shareholder value. However, given the disappointing nature of our engagement to date, we have concluded that leadership changes at Countryside are immediately required. We are therefore now left with little choice but to publicly demand that you immediately reinvigorate the Board to protect shareholders from significant downside risks and to put Countryside on the right path towards significantly enhancing its long-term return potential.

We are not alone in our view that the Board is failing shareholders. We have discussed our mutual concerns with many long-tenured shareholders, including those who have owned Countryside’s shares since the IPO. Many of these shareholders are deeply frustrated with the Board’s value-destroying decisions and lack of urgency. Every

long-tenured shareholder we have spoken with has said that they own Countryside’s shares solely because of the superior Partnerships division and have been patiently waiting for years for the Board to separate Housebuilding. It is important for the Board to understand that the desire to urgently separate Housebuilding is not just our perspective, but rather a widespread view amongst shareholders. The clock has been ticking for years, not months. As shareholders have painfully learned this year, the poorly aligned Board’s inaction in recent years has cost them dearly during a cyclical downturn. These shareholders have been relieved to see Browning West appear on the shareholder register, in light of the critical role we played reinvigorating the board at Domino’s Pizza Group PLC earlier this year, as well as the capital allocation and M&A expertise we possess. Countryside’s share price has rallied 28% since our shareholding became public on 16 September, despite the Company’s continued poor operational performance and a highly dilutive share issue; this indicates to us that investors are hoping for a long-term shareholder to intervene and correct obvious deficiencies.

After reflecting carefully on our and fellow shareholders’ concerns, and after receiving uncooperative responses from the Board in our private dialogue, we have been forced to make our case publicly today. This public platform enables us to share the details of our concerns, as well as our proposed solutions, directly with all of Countryside’s shareholders. Shareholder intervention is urgently required to protect our collective investment in the Company. The stakes for all of Countryside’s shareholders are extremely high, so the Board must do everything in its power to reduce risk and maximise long-term returns.

In the following pages, we first identify three value-destroying deficiencies which we believe have occurred because of the Board’s misjudgements. We then explain why these deficiencies are symptoms of underlying problems at the Board level, including weak leadership, poor alignment with shareholders, and gaps in the current Board’s skillset. Finally, we articulate a clear action plan to address the root causes of the Company’s issues by immediately rejuvenating the Board’s composition. We believe that this plan will benefit all of Countryside’s stakeholders.

Countryside’s Three Significant Deficiencies

(1) Deteriorating Operating Performance Versus Peers: In the first six months of 2020, we estimate that the Company experienced the largest cash outflow as a percentage of last year’s operating profit among all of the UK’s listed housebuilders, while its margin decline during the same period ranked amongst the worst in the industry. Additionally, in the quarter ended 30 September 2020, Countryside reported that completions fell by nearly 45% from prior year levels, a result that was vastly worse than peers like Barratt Developments which reported a 24% increase during nearly the same period. Finally, shortly after raising equity in July of this year, management began to quietly reduce expectations for return on capital employed (“ROCE”) in 2021 and 2022. One of the Company’s corporate brokers published a research report in the summer which projected ROCE expectations for Partnerships of only ~25% and ~32%, respectively, in 2021 and 2022. This compares unfavourably to a ROCE of ~78% in 2019.

In our 27 October letter to the Board, we specifically queried why Countryside’s recent operating performance was significantly below that of the Company’s listed peers. During our follow-up call on 12 November to discuss the contents of our letter with the Chairman, SID, CEO, and CFO, we received no response to this question. In the absence of any explanation from the Board, our hypothesis is that there are two reasons why recent performance has been so poor.

First, Mr. McPherson was appointed CEO earlier this year and had no prior experience serving as the CEO of a large PLC. The Company is currently comprised of two divisions, which creates complexity. The cyclical, capital-intensive Housebuilding division (“Housebuilding”) alone employs nearly 900