Vistry Group PLC

AGM Information • Aug 30, 2023

National Storage Mechanism | Additional information

RNS Number : 8352K

Vistry Group PLC

30 August 2023

30 August 2023

Vistry Group PLC

Results of General Meeting

At the general meeting of Vistry Group PLC ("Company" or "Vistry") held on Wednesday 30 August 2023 (the "GM"), all resolutions put to the GM were voted on by poll and were passed by shareholders. The results will be available shortly on the Company's website www.vistrygroup.co.uk.

In accordance with Listing Rule 9.6.2R, copies of the resolutions that do not constitute ordinary business at an annual general meeting are being submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

For information, the results of the poll voting are given below:

Resolution(3)	Total For(1)		Total Against		% of issued share capital(4)	Votes withheld(2)
No. of votes	% of votes cast	No. of votes	% of vote cast	No. of votes
1. To approve the Revised Policy.	158,750,720	54.80%	130,937,427	45.20%	83.79%	2,365,709
2. To approve amendments to the LTIP implementing the Revised Policy.	160,144,510	55.28%	129,544,936	44.72%	83.79%	2,364,410
3. To approve amendments to the DBP implementing the Revised Policy.	270,581,528	92.67%	21,417,962	7.33%	84.46%	54,366

(1)          Includes discretionary votes.

(2)          A 'vote withheld' is not a vote in law and is therefore not counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.

(3)          Full details and the text of the resolutions, together with explanatory notes, were set out in the Vistry circular to shareholders and notice of the GM, which is available on Vistry's website at www.vistrygroup.co.uk/general-meetings (the "Vistry Circular")

(4)          As at 6.30pm (London time) on 25 August 2023 (being the time at which ordinary shareholders who wanted to attend, speak and vote at the GM were required to have their details entered on Vistry's Register of Members), the issued share capital was 347,235,591 ordinary shares of 50p each with 1,500,000 shares held in Treasury. Therefore, the total voting rights of the Company is 345,735,591.

While pleased that all resolutions have been approved by a majority of shareholders, the Board notes that a significant number of shareholders opposed the approval of the Revised Policy (Resolution 1) and the associated amendments to the LTIP (Resolution 2). Ahead of the General Meeting, the Board and the Remuneration Committee consulted extensively with shareholders in relation to the proposed revised Directors' Remuneration Policy, which was designed following the significant enlargement of the business and to incentivise the creation of shareholder value over the long-term. The Board is grateful to shareholders for their engagement and acknowledges that through the engagement process shareholders 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.

In accordance with UK Corporate Governance Code requirements, the Board confirms that it will publish an update on shareholder engagement within six months of the General Meeting.

Capitalised terms used but not defined in this announcement have the same meaning as set out in the Vistry Circular.

Enquiries:

Vistry Group PLC
Tim Lawlor, Chief Financial Officer Clare Bates, General Counsel & Company Secretary Susie Bell, Group Investor Relations Director	07469 287335
FTI Consulting
Richard Mountain / Susanne Yule	020 3727 1340

Further information

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities. This announcement does not constitute a prospectus or prospectus exempted document. No shares are not being offered to the public by means of this announcement.

The release, publication or distribution of this announcement in or into certain jurisdictions other than the United Kingdom may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Vistry for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Vistry.

Vistry's legal entity identifier is 2138001KOWN7CG9SLK53.

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