Vistry Group PLC — AGM Information 2024

May 16, 2024

Company Number: 00306718 The Companies Act 2006

Public Company Limited by Shares

Ordinary and Special Resolutions of Vistry Group PLC

Passed on 16 May 2024

At the Annual General Meeting of Vistry Group PLC, duly convened and held at Linklaters LLP, One Silk Street, London, EC2Y 8HQ on Thursday, 16 May 2024 the following resolutions were duly passed, resolution 16 as a n Ordinary Resolution and resolutions numbered 17 to 20 as Special Resolutions:

Ordinary Resolution

Resolution 16 - Authority to allot shares

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 purchant to gand in accordance with section 551 of the 2006 Act

• (a)
• (b) 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 one which this resolution is passed, but in each case so that the Company may, before such peried ends, mac on offers and enter into agreements which would, or might, require shares to be allotted, or rights to suhscribe 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.

Special Resolutions

Resolution 17 – General authority to disapply pre-emption rights

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 aprily to such allotment, pursuant to the authority given by resolution 16 and/or where the allotment conpity to san allotment of securities by virtue of section 560(3) of the 2006 Act, such authority:

• (a)
• (b) nominal amount of £17,039,044; and
• (c) nominal amount equal to 20% of any allotment made from time to time under paragraph (b) repere such authority to be used only for the purposes of making a follow-on offer which the (in which the (in a

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.

Resolution 18 – Additional authority to disapply pre-emption rights

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:

• (a) 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 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
• (b) 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 renolution 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.

Resolution 19 - Notice of general meeting

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.

Resolution 20 – Authority to purchase own shares

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:

• (a) acquired pursuant to this authority does not exceed an aggregate of 51,083,054 ordinary shares;
• (b) higher of:
  • (i) 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
  • (ii) 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);
• (c) nominal value of such ordinary share; and
• (d) 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.

Company Secretary

MAY 2024 86

Dated