VTY Vistry Group Plc

21 February 2024

Vistry Group PLC ('Company' or 'Vistry')

Update on Extraordinary General Meeting Remuneration Report vote

At the Company's extraordinary general meeting ('EGM') held on 30 August 2023, 54.80% of votes were received in favour of Resolution 1, to approve the revised remuneration policy and 55.28% of votes were received in favour of Resolution 2, to approve amendments to the LTIP implementing the revised policy.

In the six months prior to the EGM the Remuneration Committee ("Committee") was focussed on developing a remuneration framework that reflected a business of the size and scope of Vistry following the combination with Countryside in 2022. The Committee considered various approaches to remuneration and following extensive shareholder engagement the Committee determined to amend the remuneration policy, leveraging the existing structure and performance measures to provide alignment with the strategy, our shareholders and other stakeholders.

The amendments to the policy were set out in detail in the Notice of General Meeting. In summary, the proposals increased the maximum bonus and LTIP opportunity to 300% of base salary and strengthened long-term alignment with our shareholders through increased bonus deferral, strengthened deferred bonus leaver conditions, and increased shareholding guidelines. The amendments have been applied for the CEO only to date.

The Committee understands that the reasons for the number of votes cast against was primarily concerned with the step up in maximum opportunity for the CEO which was in excess of usual levels within the FTSE 250. The Committee acknowledges these concerns; however they maintain their view that the positioning of remuneration under the new policy is aligned with a framework that is highly performance orientated, and emphasises variable, equity-based remuneration designed to incentivise growth and creation of shareholder value over the long term.

The Committee is grateful to shareholders for their engagement and acknowledges that through the engagement process shareholders have expressed different perspectives. The Company remains committed to ongoing shareholder engagement and will continue to do so to ensure that the Company understands shareholders' views and is able to consider feedback, as well as to provide clarity on the Company's approach to remuneration going forward. The Chair of the Committee shall write to shareholders following the publication of the 2023 Annual Report and Accounts to explain the remuneration decisions that have been made for 2023 as well as providing details on the implementation of our Policy in 2024.