Vistry : Notice of AGM 2024

CHAIR'S LETTER

"I am pleased to enclose the Notice of Annual Meeting 2024 for Vistry Group PLC (the which will be held on Thursday, 16 May 2024, at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ."

RALPH FINDLAY OBE

Chair

1 | Vistry Group PLC

Notice of Meeting 2024 | 2

NOTICE OF MEETING

NOTICE IS HEREBY GIVEN that the 2024 Annual General Meeting of Vistry Group PLC (Company) will be held on Thursday, 16 May 2024, 12:00 noon at the offices of Linklaters LLP, One Silk Street, London, EC2Y 8HQ.

ORDINARY RESOLUTIONS

ANNUAL REPORT

1. To receive the audited accounts of the Company for the year ended 31 December 2023, together with the Strategic report, Directors' report and the Independent Auditors report on those accounts.

DIRECTORS' REMUNERATION REPORT

2. To approve the Directors' Remuneration report in the form set out on pages 115 to 131 of the Company's annual report and accounts for the year ended 31 December 2023 in accordance with section 439 of the Companies Act 2006 (the '2006 Act').

ELECTION AND RE-ELECTION OF DIRECTORS

1. To re-elect Gregory Paul Fitzgerald as a director of the Company
2. To re-elect Earl Sibley as a director of the Company
3. To re- elect Timothy Charles Lawlor as a director of the Company
4. To re-elect Rowan Clare Baker as a director of the Company
5. To re-elect Margaret Christine Browne as a director of the Company
6. To elect Helen Owers as a director of the Company
7. To elect Paul William Whetsell as a director of the Company
8. To elect Usman Shamshad Nabi as a director of the Company
9. To elect Robert Woodward as a director of the Company
10. To elect Alice Woodwark as a director of the Company

RE-APPOINTMENT OF AUDITORS AND AUDITORS' REMUNERATION

1. To re-appoint PricewaterhouseCoopers LLP as auditor of the Company, to hold office until conclusion of the next general meeting at which the Company's accounts are to be laid.
2. To authorise the Audit Committee (for and on behalf of the Board of Directors) to determine the remuneration of the Company's auditor.

POLITICAL DONATIONS

15. That the Company and all companies that are its subsidiaries, at any time until the conclusion of the next Annual General Meeting of the Company (or if earlier the date which is 15 months after the date on which this resolution is passed) be generally authorised to:

1. make political donations to political parties and/or independent election candidates not exceeding £100,000 in total;
2. make political donations to political organisations other than political parties not exceeding £100,000 in total; and
3. incur political expenditure not exceeding £100,000 in total, provided that the total amount of all such donations and expenditure made by all companies to which this authority relates shall not exceed £100,000.

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 2006 Act.

AUTHORITY TO ALLOT SHARES

16. That the Directors be generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company pursuant to and in accordance with section 551 of the 2006 Act:

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NOTICE OF MEETING continued

1. up to an aggregate nominal amount of £56,740,016; and
2. comprising equity securities (as defined in section 560(1) of the 2006 Act) up to a further nominal amount of £56,740,016 in connection with a pre-emptive offer,

such authorities to apply (unless previously renewed, varied or revoked by the Company in a general meeting), in substitution for all previous authorities pursuant to section 551 of the 2006 Act, until the conclusion of the next Annual General Meeting after the passing of this resolution, or, if earlier, 15 months after the date on which this resolution is passed, but in each case so that the Company may, before such period ends, make offers and enter into agreements which would, or might, require shares to be allotted, or rights to subscribe for or convert any security into shares to be granted, after such period ends and the Directors may allot shares and grant rights under any such offer or agreement as if such period had not ended.

For the purposes of this resolution 16:

• a "pre-emptive offer" means an offer of equity securities open for acceptance for a period fixed by the Directors to
  (i) holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings, and (ii) other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory; and
• the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

SPECIAL RESOLUTIONS

GENERAL AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS

17. That, subject to the passing of resolution 16, the Directors be authorised to allot equity securities (as defined in section 560(1) of the 2006 Act) wholly for cash, as if section 561(1) of the 2006 Act did not apply to such allotment, pursuant to the authority given by resolution 16 and/or where the allotment constitutes an allotment of securities by virtue of section 560(3) of the 2006 Act, such authority:

1. to be limited to allotments in connection with a pre-emptive offer;
2. to be limited, otherwise than in connection with a pre-emptive offer, to allotments up to an aggregate nominal amount of £17,039,044; and
3. to be limited, otherwise than under paragraphs (a) and (b) above, to allotments up to an aggregate nominal amount equal to 20% of any allotment made from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authorities to apply (unless previously renewed, varied or revoked by the Company in a general meeting) until the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, or, if earlier, 15 months after the date on which this resolution is passed, but in each case so that the Company may, before such period ends, make offers and enter into agreements which would, or might, require shares to be allotted, or rights to subscribe for or convert any security into shares to be granted, after such period ends and the Directors may allot shares and grant rights under any such offer or agreement as if such period had not ended.

For the purposes of this resolution 17:

• "pre-emptiveoffer" has the meaning given to it in resolution 16;
• references to an allotment of equity securities shall include a sale of treasury shares; and
• the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

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ADDITIONAL AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS

18. That, subject to the passing of resolution 16 and in addition to any authority granted under resolution 17 the Directors be generally authorised, to allot equity securities (as defined in section 560(1) of the 2006 Act) wholly for cash pursuant to the authority given by resolution 16 and/or where the allotment constitutes an allotment of securities by virtue of section 560(3) of the 2006 Act, as if section 561(1) of the 2006 Act did not apply to any such allotment, such authority:

1. to be limited to the allotment of equity securities to an aggregate nominal amount of £17,039,044; such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within twelve months after the original transaction) a transaction which the Directors determine to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice; and
2. otherwise than under paragraph (a) above, limited to allotments up to an aggregate nominal amount equal to 20% of any allotment made from time to time under paragraph (a) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre- Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

such authority to apply (unless previously renewed, varied or revoked by the Company in a general meeting) until the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, 15 months after the date on which this resolution is passed, but in each case so that the Company may before such period ends, make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted, or rights to subscribe for or convert any security into shares to be granted, after such period ends and the Directors may allot shares and grant rights under any such offer or agreement as if such period had not ended.

For the purposes of this resolution references to an allotment of equity securities shall include a sale of treasury shares.

NOTICE OF GENERAL MEETING

19. That, and until the conclusion of Company's next Annual General Meeting (unless such authority is renewed at a general meeting of the Company before then), a general meeting of the Company other than an Annual General Meeting may be called on not less than 14 clear days' notice.

AUTHORITY TO PURCHASE OWN SHARES

20. That the Company be and is hereby granted general and unconditional authority, for the purposes of section 701 of the 2006 Act, to make market purchases (within the meaning of section 693(4) of the 2006 Act) of the ordinary shares of 50 pence each in its capital provided that:

1. this authority shall be limited so that the number of ordinary shares of 50 pence each which may be acquired pursuant to this authority does not exceed an aggregate of 51,083,054 ordinary shares;
2. the maximum (exclusive of expenses) price which may be paid for each ordinary share shall be the higher of:

1. an amount equal to 105 per cent of the average of the middle market quotations for an ordinary share of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the Company agrees to buy the ordinary shares; and
2. an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System (SETS);

1. the minimum price (exclusive of expenses) which may be paid for an ordinary share shall be the nominal value of such ordinary share; and
2. this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, or, if earlier, 15 months after the date on which this resolution is passed (unless such authority is renewed before then) except that prior to its expiry the Company may enter into a contract to purchase ordinary shares which will or may be executed wholly or partly after the expiry of this authority.

By Order of the Board

CLARE BATES

General Counsel and Group Company Secretary

4 April 2024

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NOTICE OF MEETING continued

EXPLANATORY NOTES

Resolutions 1 to 16 (inclusive) will be proposed as ordinary resolutions. For each of these Resolutions to be passed, more than half of the votes cast must be in favour of the Resolution.

Resolutions 17 to 20 (inclusive) will be proposed as special resolutions. For each of these Resolutions to be passed, at least three quarters of the votes cast must be in favour of the Resolution

RESOLUTION 1: REPORT AND ACCOUNTS

The Directors are required to present to shareholders at the Annual General Meeting the report of the Directors, the Strategic report and the accounts of the Company for the year ended 31 December 2023. The report of the Directors, the Strategic report, the accounts, the report of the Company's auditors on the accounts and those parts of the Directors' Remuneration report that are capable of being audited are contained in the Company's annual report and accounts for the year ended 31 December 2023 (the "Annual Report 2023") which can be found at www.vistrygroup.co.uk/investor- centre/annual-report-2023.

RESOLUTION 2: DIRECTORS' REMUNERATION REPORT

Under section 439 of the Companies 2006 Act, the Directors are required to present the Directors' Remuneration report prepared, in accordance with Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended), for the approval of shareholders by way of an advisory vote. The Directors' Remuneration report, which can be found on pages 115 to 131 of the Annual Report 2023, gives details of the Directors' remuneration for the year ended 31 December 2023 and sets out the way in which the Company has implemented the Remuneration Policy approved by shareholders at the General Meeting in August 2023 and how it will implement its policy on Directors' remuneration during 2024. The Company's auditors, PricewaterhouseCoopers LLP, have audited those parts of the Directors' Remuneration report capable of being audited and their report may be found on pages 146 to 157 of the Annual Report 2023.

The vote on the Directors' Remuneration report is advisory in nature in that payments made or promised to Directors will not have to be repaid, reduced or withheld in the event that this resolution is not passed. However, if the vote on the Directors' Remuneration report is not passed, the Directors' Remuneration Policy will be presented to shareholders for approval at the next Annual General Meeting.

RESOLUTIONS 3 TO 12: ELECTION AND RE-ELECTION OF DIRECTORS

In accordance with the recommendations of the UK Corporate Governance Code 2018 (the 'Code') and the requirements of the Company's Articles of Association, all directors retire at the AGM and those wishing to serve again offer themselves for re-election.

Helen Owers and Paul Whetsell were appointed to the Board on 18 May 2023 following the 2023 Annual General Meeting and will therefore be standing for election at the AGM. Usman Nabi was appointed to the Board on 12 January 2024 and will also be standing for election. Rob Woodward and Alice Woodwark will join the Board from the close

of the AGM and each will be also be standing for election at the AGM. Chris Browne will stand for re-election for up to one more year to ensure continuity and allow the Board more time to recruit a further Independent Non- Executive Director. All the remaining Directors (with the exception of Ralph Findlay) will be submitting themselves for re-election by shareholders.

The Board has carefully considered whether each of the Non-Executive Director is free from any relationship that could materially interfere with the exercise of their independent judgement. It has concluded that each Non-Executive Director is independent (with the exception of Usman Nabi who is a representative of Browning West, the Company's largest shareholder). The Board has also reviewed and concluded that each Non-Executive Director possesses the necessary mix of skills and experience to continue to contribute effectively to the company's long-term sustainable success. The Board believes that the Directors' combined experience and contribution is a great asset to the Board and the Company and continues to be important to the Company's long-term sustainable success. The Board, therefore, strongly supports and recommends the appointment and re-appointment (as applicable) of the Directors to shareholders.

Biographical details of all the Directors standing for election and re-election (other than Rob Woodward and Alice Woodwark) can be found on pages 76 and 77 of the Annual Report 2023. The biography for Rob Woodward and Alice Woodwark are set out on the next page.

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ROB WOODWARD

Rob has held leadership positions across both the public and private sectors. He has been Chair of the Met Office since 2018, a role he will relinquish later this year after two terms. His experience includes over 10 years as Chief Executive Officer of STV Group plc leading its successful transformation into a pre-eminent digital media group. He had previously been Commercial Director at Channel 4 Television, Managing Director with UBS Corporate Finance and lead partner for Deloitte's Telecoms, Media & Technology Industry Group in Europe.

Rob is also currently Chair of Court at Glasgow Caledonian University and Chair of listed marketing analytics provider, Ebiquity plc. Until it's recent delisting he was Chair of technology company Blancco plc.

In his position as Senior Independent Director, Rob will have an enhanced role providing additional oversight on governance matters, as well as a high level of engagement with investors and other stakeholders. Further, Rob will become Chair of the Nomination Committee, leading on the recruitment of new Non-Executive Directors and, in conjunction with the Executive Chair and CEO, oversee the succession planning of executive management. He will also serve on the Audit Committee and Remuneration Committee.

ALICE WOODWARK

Alice has been Managing Director of Mitie Group plc's Communities division since 2021. She started her career with management consultancy McKinsey, working extensively across the UK and US in the infrastructure, transport, hospitality and retail sectors. Alice joined Compass Group in 2013, serving as Group Head of Strategy and M&A and subsequently in Managing Director positions for Compass UK. Alice will serve from appointment as a member of the Nomination Committee, Remuneration Committee and Audit Committee.

Contributions and reasons for election/re-election are set out in the table below:

7 | Vistry Group PLC

RESOLUTIONS 13 AND 14: RE-APPOINTMENT OF AUDITOR AND AUDITOR'S REMUNERATION

The auditor of a company must be appointed at each general meeting at which accounts are presented. Resolution 13 proposes the re-appointment of the Company's existing auditor, PricewaterhouseCoopers LLP, as the Company's auditor for a further year. PricewaterhouseCoopers LLP were first appointed at the 2015 Annual General Meeting.

Resolution 14 gives authority to the Audit Committee (on behalf of the Board of Directors) to determine the auditor's remuneration. Details on how the Audit Committee assessed the performance, effectiveness and independence of the auditor is detailed within the Audit Committee report found on pages 100 to 108 of the Annual Report 2023.

RESOLUTION 15: POLITICAL DONATIONS

Part 14 of the 2006 Act requires companies to obtain shareholders' authority for donations to registered political parties and other political organisations totalling more than £5,000 in any twelve-month period, and for any political expenditure, subject to limited exceptions.

The definition of donation in this context is very wide and extends to bodies such as those concerned with policy review, law reform and the representation of the business community. It could include special interest groups, such as those involved with the environment, which the Company and its subsidiaries might wish to support, even though these activities are not designed to support or influence support for a particular party.

It remains the Group's policy not to make political donations or incur political expenditure as those expressions are normally understood. However, it is possible that certain routine activities undertaken by the Company and its subsidiaries might unintentionally fall within the wide definition of matters constituting political donations and expenditure in the 2006 Act. Any expenditure that is regulated under the 2006 Act must first be approved by shareholders and will be disclosed in next year's Annual Report. This resolution, if passed, will give the Directors authority to make political donations and incur political expenditure until the next Annual General Meeting of the Company (when the Directors intend to review this authority to make donations and incur expenditure which might otherwise be caught by the terms of the 2006 Act), up to an aggregate of £100,000.

There were no political donations made in 2023.

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RESOLUTION 16: AUTHORITY TO ALLOT SHARES

The authority given to your Directors at last year's Annual General Meeting under section 551 of the 2006 Act to allot shares expires on the date of the forthcoming Annual General Meeting. Accordingly, limb (a) of resolution 16 seeks to grant a new authority under section 551 to authorise the Directors to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company up to an aggregate nominal amount of £56,740,016 and limb (b) of resolution 16 also gives the Board authority to allot, in addition to these shares, further of the Company's shares up to an aggregate nominal amount of £56,740,016 in connection with a pre-emptive offer to existing members in connection with a pre-emptive offer (with exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory). This is in accordance with the Investment Association's Share Capital Management Guidelines.

The amount of £56,740,016 in limb (a) of resolution 16 represents approximately 33% of the Company's total ordinary share capital in issue as at the close of business on 4 April 2024 (being the latest practicable date prior to publication of this Notice). The amount of £56,740,016 in limb (b) of resolution 16 represents approximately 33% of the Company's total ordinary share capital in issue as at the close of business on 4 April 2024 (being the latest practicable date prior to publication of this Notice). The aggregate of the amounts in paragraphs (a) and (b) of Resolution 16 therefore represents a total of approximately 66% of the whole of the issued ordinary share capital of the Company, exclusive of shares held in treasury, as at the close of business on 4 April 2024. The Company held 1,004,363 shares in treasury as at the close of business on 4 April 2024 which represents 0.29% of the total number of ordinary share in issue, excluding shares held in treasury, at that date.

The Board has no present intention to undertake a pre-emptive offer or to allot new shares other than in connection with employee share schemes. The Company currently operates an Employee Benefit Trust for the purpose of satisfying options and share awards (further details of which can be found on page 8 of this Notice); however the Directors regard it appropriate to ensure that the Company maintains the maximum flexibility as permitted by the Investment Association's Share Capital Management Guidelines and so that allotments can be made (should it be desirable and should suitable market conditions arise) at short notice and without the need to convene a general meeting of the Company which would be both costly and time consuming.

If the resolution is passed, the authority granted under resolution 16 will expire at the conclusion of the next Annual General Meeting after the passing of this resolution, or, if earlier, 15 months after the date on which this resolution is passed. The Directors intend to seek renewal of this authority at subsequent Annual General Meetings.

In 2023, the Company allotted 42,614 ordinary shares in connection with the exercise of option under the Company's employee share plans.

RESOLUTION 17 & 18: GENERAL AND ADDITIONAL DISAPPLICATION OF PRE-EMPTION RIGHTS

Under section 561(1) of the 2006 Act, if the Directors wish to allot ordinary shares, or grant rights to subscribe for, or convert securities into, ordinary shares (which for this purpose includes a sale of treasury shares for cash), other than pursuant to an employee share scheme, they must first offer them to existing shareholders in proportion to their holdings. There may be occasions, however, when the Directors need the flexibility to finance business opportunities by the issue of shares without a pre-emptive offer to existing shareholders. This cannot be done under the 2006 Act unless the shareholders have first waived their pre-emption rights. The purpose of these resolutions is to give the Board such flexibility, in line with the limits set by the guidance of the UK's Pre-Emption Group and supported by the Pensions and Lifetime Savings Association and by the Investment Association as representatives of share owners and investment managers.

Resolutions 17 and 18 are each proposed as special resolutions. Limb (a) of resolution 17 will, if passed, allow the Directors to allot a limited number of ordinary shares or other equity securities, or sell treasury shares, for cash on a pre-emptive basis but subject to such exclusions or arrangements as the Directors may deem appropriate to deal with certain legal, regulatory or practical difficulties. For example, in a pre-emptive rights issue, there may be difficulties in relation to fractional entitlements or the issue of new shares to certain shareholders, particularly those resident in certain overseas jurisdictions. Limb (b) of resolution 17 will, if passed, allow the Directors to allot new shares or other equity securities pursuant to resolution 16, or sell treasury shares, for cash without first being required to offer such shares

to existing shareholders in proportion to their existing holdings up to an aggregate maximum nominal amount of £17,039,044 (which includes, for this purpose, the sale on a non-pre-emptive basis of any shares held in treasury).

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