Linklaters
Linklaters LLP / Draft / 20 February 2026

RULES OF THE VISTRY GROUP SHARE

PLAN 2026

VISTRY GROUP PLC

Shareholders' Approval: [date]
Directors' Adoption: [date]
Expiry Date: [date]

Ref: L-334000

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Contents	Page
1 Definitions	1
2 Granting Awards	3
3 Plan limits for the grant of Awards	6
4 Before Vesting	6
5 Vesting	7
6 Issuing Shares for less than nominal value	10
7 Leaving employment	11
8 Malus and clawback	13
9 Holding Requirement	15
10 Corporate events	15
11 Changing the Plan and termination	17
12 General	18
Schedule 1 Holding Requirement	23

Rules of the Vistry Group Share Plan 2026

1 Definitions

In these rules:

"Acquiring Company" means a person who has or obtains control (within the meaning of Section 995 of the Income Tax Act 2007) of the Company or, in connection with an event in rule 10.1.2 (Demergers and other corporate events), such Company as is determined by the Directors;

"Award" means, subject to rule 2.9 (Other forms of Award), a Conditional Award or an Option;

"Award Date" means the date set by the Directors under rule 2.3 (Terms of Award) or, if no such date is set, the date on which the Award is granted;

"Change of control" means

(a) a general offer to acquire Shares made by a person (or a group of persons acting in concert) becoming (or being declared) wholly unconditional; or
(b) under Section 895 of the Companies Act 2006 or equivalent procedure under local legislation, a court sanctioning a compromise or arrangement in connection with the acquisition of Shares;

in either case pursuant to which a person (or a group of persons acting in concert) obtain (or on it becoming effective, will obtain) Control of the Company; or

(c) unless the Directors determine otherwise, a person (or a group of persons acting in concert) obtaining Control of the Company in any other way;

"Clawback Period" means the period defined in rule 8.2 (Clawback period);

"Company" means Vistry Group PLC, a company incorporated in England and Wales with company number 00306718;

"Condition" means a condition set for an Award under rule 2.4 (Performance Condition);

"Conditional Award" means a conditional right to acquire Shares granted under the Plan;

"Control" has the meaning given in Section 995 of the Income Tax Act 2007;

"Dealing Restriction" means any restriction on dealing in securities imposed by regulation, statute, order, directive or any code adopted by the Company as varied from time to time;

"Directors" means, subject to rule 10.5 (Directors), the board of directors of the Company or a duly authorised person or group of persons;

"Directors' Remuneration Policy" means the shareholder approved directors' remuneration policy of the Company from time to time in force;

"Dividend Equivalent" means an entitlement in respect of dividends as described in rule 5.7 (Dividend Equivalent);

"Employee" means any employee of a Member of the Group;

"Final Exercise Date" means the tenth anniversary of the Award Date or an earlier date set under rule 2.3 (Terms of Awards);

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"Holding Period" means a period during which the Holding Requirement applies;

"Holding Requirement" means a requirement for Shares in respect of which an Award Vests to be subject to delayed delivery until the expiry of, or held during, the Holding Period, on the terms as described in Schedule 1 (Holding Requirement) or such other terms as are determined by the Directors pursuant to rule 9 (Holding Requirement);

"Member of the Group" means:

(i) the Company;
(ii) its Subsidiaries from time to time; or
(iii) any other company which is associated with the Company and is so designated by the Directors;

"Normal Vesting Date" means the date set by the Directors for Vesting of an Award under rule 2.3 (Terms of Awards);

"Option" means a right to acquire Shares granted under the Plan;

"Option Price" means nil, or otherwise the amount payable on the exercise of an Option, as specified under rule 2.3 (Terms of Awards);

"Participant" means a person holding (or who previously held) an Award or their personal representatives;

"Performance Award" means an Award which is granted as a Performance Award, and which is subject to one or more Conditions;

"Performance Period" means the period in respect of which a Condition is to be satisfied;

"Plan" means these rules known as "The Vistry Group Share Plan 2026", as changed from time to time;

"Restricted Award" means an Award which is granted as a Restricted Award, and which may or may not be subject to any Condition(s) or other condition(s);

"Shares" means fully paid ordinary shares in the capital of the Company;

"Subsidiary" means a company which is a subsidiary of the Company within the meaning of Section 1159 of the Companies Act 2006; and

"Vesting" means in relation to a Conditional Award, a Participant becoming entitled to have the Shares issued or transferred to them or in relation to an Option, means the Option becoming exercisable, in each case in accordance with the Plan (and "Vest" and "Vested" have a corresponding meaning).

1.1 Interpretation

In this Plan, unless otherwise specified:

1.1.1 the headings are for reference purposes only and are not to be used in construing the meaning of the Plan;
1.1.2 a reference to legislation, an agreement or other document is to the legislation, agreement or document as amended or substituted and, in the case of legislation, to any legislation re-enacted or a regulation or statutory instrument issued under it;
1.1.3 words in the singular include the plural and vice versa;

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1.1.4 to the extent permitted by law, a reference to writing includes any visible means of reproducing words in a tangible form, including electronic communication;

1.1.5 reference to a "person" includes a body corporate;

1.1.6 the term "including" (or similar) shall mean "including, without any limitation whatsoever and without prejudice to the generality of the foregoing";

1.1.7 a provision obliging, or permitting, a company to do any thing shall be read as obliging, or permitting, such company to do that thing or procure that thing to be done;

1.1.8 a provision permitting a person to do any thing shall not be read as obliging the person to do that thing; and

1.1.9 a reference in any rule to that rule being subject to these rules, subject to another rule or subject to any rule of interpretation shall not be read as meaning that any other rule that does not include such reference is not so subject.

2 Granting Awards

2.1 Selection of Participants

The Directors may select any Employee or former Employee for the grant of an Award on such basis as the Directors may determine.

2.2 Timing of Award

2.2.1 In relation to an Award granted to an executive director of the Company, Awards may only be granted:

(i) within 42 days starting on any of the following:

(a) the date of shareholder approval of the Plan;

(b) the announcement of the Company's results for any period;

(d) any day on which changes to the legislation or regulations affecting share plans are announced, effected or made;

(ii) as soon as practicable following the lifting of Dealing Restrictions which prevented the granting of Awards during any period specified above; or

(iii) in the case of an Award granted in connection with the recruitment of an Employee, as soon as practicable following the start of the relevant employment with any Member of the Group; or

(iv) at any other time at which the Directors resolve that exceptional circumstances exist which justify the grant of Awards.

2.2.2 In respect of an Award granted to an Employee who is not an executive director of the Company, subject to there being no Dealing Restrictions preventing the grant of Awards, Awards may be granted at any time the Directors so determine.

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2.3 Terms of Awards

Awards are subject to the rules of the Plan from time to time and any Condition or other condition and must be granted by deed. The terms of the Award must be determined by the Directors. The terms must be set out in the deed, including:

2.3.1 whether the Award is a Performance Award or a Restricted Award or a combination of these;

2.3.2 whether the Award is a Conditional Award or an Option or in any other form as referred to in rule 2.9 (Other forms of Award) or a combination of these;

2.3.3 the number of Shares subject to the Award or the basis on which the number of Shares subject to the Award will be calculated;

2.3.4 the Award Date (if not the date on which the Award is granted);

2.3.5 any Condition set under rule 2.4 (Performance Condition) and the applicable Performance Period (and, if applicable, any other condition specified under rule 2.5 (Other Conditions));

2.3.6 the Normal Vesting Date (or, if applicable, the Normal Vesting Dates and the proportion of the Award that will normally be capable of Vesting on each);

2.3.7 if determined, whether the Participant is entitled to receive any Dividend Equivalent;

2.3.8 whether or not a Holding Requirement will apply and, if so, the number of Shares to which the Holding Requirement will apply and when the Holding Period will normally end;

2.3.9 the Clawback Period (if any); and

2.3.10 for an Option, the Option Price (if other than nil) and the Final Exercise Date (if other than the tenth anniversary of the Award Date).

2.4 Performance Condition

2.4.1 When granting an Award, the Directors may, subject to rule 2.6 (Executive directors), make its Vesting conditional on the satisfaction of one or more conditions which may or may not be linked to the performance of the Company, the Participant, or the Member of the Group in whose business unit the Participant works (a "Condition").

2.4.2 A Condition and the Performance Period will normally be specified when the Award is granted.

2.4.3 The Directors may replace or change a Condition in accordance with its terms or if anything happens which causes the Directors reasonably to consider it appropriate to do so on such basis as the Directors consider appropriate.

2.4.4 When granting a Restricted Award, the Directors may make it subject to an "underpin" condition or similar, and in which case the terms of these relating to a Condition shall apply.

2.5 Other conditions

The Directors may impose other conditions when granting an Award. Any condition must be specified at the Award Date and, subject to any terms specified in relation to such condition,

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an Award will lapse if it is not satisfied. The Directors may waive or change a condition imposed under this rule 2.5 (Other conditions).

2.6 Executive directors

In the case of any Award(s) granted to an executive director of the Company:

2.6.1 the basis for the grant of the Award, and the terms of the Award (including the applicable vesting period and the terms of any applicable Condition or other condition or Holding Period) must comply with the Directors' Remuneration Policy; and

2.6.2 the market value of Shares over which the Award may be granted shall be subject to any limitation in the Directors' Remuneration Policy.

2.7 Award certificates

Each Participant will receive a certificate setting out the terms of the Award as soon as practicable after the Award is granted. The certificate may be the deed referred to in rule 2.3 (Terms of Awards) or any other document. If any certificate is lost or damaged the Company may replace it on such terms as it decides.

2.8 No payment

A Participant is not required to pay for the grant of any Award.

2.9 Other forms of Award

The Directors may determine that Awards may be granted under the Plan in any other form which the Directors determine to be economically equivalent to an Option or a Conditional Award (including by Shares being held by, or for the benefit of, Participants, as "forfeitable shares" subject to the terms of the Plan). If the Directors so determine, the Directors shall determine the terms of and how the Plan shall operate in respect of such Awards, such terms being not inconsistent with the rules of the Plan (which, as necessary, will be read accordingly).

2.10 Administrative errors

2.10.1 If the Company grants an Award which is inconsistent with rule 2.1 (Selection of Participants), it will lapse immediately.

2.10.2 If the Company tries to grant an Award which is inconsistent with rule 3.1 (Plan limits - 10 per cent), the Award will, unless the Directors determine otherwise, be limited and will take effect from the date it is granted on a basis consistent with those rules.

2.10.3 If the Directors determine that an Award is granted in or subject to an error, including being granted in respect of an incorrect number of Shares, the Directors may determine that the Award shall lapse or be adjusted in order to correct such error, including that the number of Shares subject to such Award shall be adjusted (provided that the Award as adjusted continues to be subject to comply with these rules).

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3 Plan limits for the grant of Awards

3.1 Plan limits - 10 per cent

The Company must not grant an Award if the number of Shares that would be committed to be issued under that Award would exceed 10 per cent of the ordinary share capital of the Company in issue immediately before that day, when added to the number of Shares which have been issued, or committed to be issued, to satisfy Awards under the Plan, or options or awards under any other employee share plan adopted by the Company, granted in the previous 10 years.

3.2 Scope of Plan limits

For the purposes of determining the limit in rule 3.1 (Plan limits - 10 per cent) the following are ignored:

3.2.1 Shares receivable under a Dividend Equivalent (or otherwise in respect of any dividend); and

3.2.2 for the avoidance of doubt, any Shares subject to an Award, option or award that is on terms that it shall not be satisfied by the issue of Shares.

As long as so required by the Investment Association shares transferred from treasury are counted as part of the ordinary share capital of the Company, and as shares issued by the Company.

4 Before Vesting

4.1 Rights

A Participant is not entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to an Award until the Shares are issued or transferred to the Participant. In the event that an Award is granted under rule 2.9 (Other forms of Award) the terms on which the Award is granted shall specify the Participant's rights in this regard.

4.2 Transfer

A Participant may not transfer, assign or otherwise dispose of an Award or any rights in respect of it. If the Participant does so, whether voluntarily or involuntarily, then the Award will immediately lapse unless determined otherwise by the Directors. This rule 4.2 (Transfer) does not apply to the transmission of an Award on the death of a Participant to their personal representatives.

4.3 Adjustment of Awards

4.3.1 If there is:

(i) a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital;

(ii) a demerger (in whatever form) or exempt distribution by virtue of Section 1075 of the Corporation Tax Act 2010;

(iii) a special dividend or distribution; or

(iv) any other corporate event which the Directors determine might affect the current or future value of any Award,

the Directors may adjust the description, number and/or class of Shares or securities subject to the Award (including the method of calculating Dividend Equivalents) and, in the case of an Option, the Option Price.

4.3.2 If, as a result of the adjustment, the Option Price is less than the nominal value of a Share, the Directors may capitalise reserves at the time of the adjustment on the basis described in rule 6 (Issuing Shares for less than nominal value).

5 Vesting

5.1 Normal Vesting

5.1.1 If an Award is subject to a Condition, as soon as reasonably practicable after the end of the Performance Period, the Directors will determine the number of Shares in respect of which an Award will, subject to rule 5.2 (Discretion to adjust Vesting), be capable of Vesting, by reference to the extent to which the Directors determine that the Condition has been satisfied.

5.1.2 Subject to these rules, an Award will normally Vest on the latest of:

(i) the Normal Vesting Date (or if there is more than one, as to the relevant percentage of the Shares subject to it, on each of the Normal Vesting Dates); and

(ii) the date on which the Directors make the determination under rule 5.1.1 (or any other date the Directors set for Vesting when making such determination),

and will lapse to the extent it does not Vest.

5.2 Discretion to adjust Vesting

5.2.1 Notwithstanding any other provision of these rules (and without limiting rule 8 (Malus and clawback)), the Directors may adjust positively or negatively (including downwards to nil) the number of Shares in respect of which an Award may Vest under any rule if, in its discretion, it determines that it is appropriate to do so.

5.2.2 Without prejudice to the generality of the Directors' discretions under this rule 5.2 (Discretion to adjust Vesting), and without any limitation whatsoever, in considering the exercise of such discretions, the factors which the Directors may, but shall not be obliged to, take into account may include the Directors' assessment of the performance of the Company, of any Member of the Group or of any business area or team; the conduct, capability or performance of the Participant; the Directors' assessment of the appropriateness of the value in respect of which the Award would otherwise Vest; and any exceptional event that has affected the Company or any Member of the Group.

5.3 Discretion to delay Vesting, settlement, exercise or similar

5.3.1 Notwithstanding any other provision of these rules, the Directors may delay the grant of an Award; the Vesting of an Award under any rule; the issue or transfer of Shares or payment of cash pursuant to an Award which Vests; the ability for a Participant to

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exercise an Option; and/or may extend a Holding Period or the Clawback Period, in each case if the Directors determine that it is appropriate to do so and by such period or on such terms as the Directors determine.

5.3.2 Without prejudice to the generality of the Directors' discretion, and without any limitation whatsoever, the circumstances in which the Directors may (but shall not be obliged to) consider doing so include where, on the date on which such event would otherwise occur, there is an ongoing investigation or other procedure to determine whether the Award should be subject to adjustment in accordance with rule 5.2 (Discretion to adjust Vesting) or malus or clawback in accordance with rule 8 (Malus and clawback) or where the Directors determine that further investigation of any matter is needed.

5.4 Delay for Dealing Restrictions

A Conditional Award shall not Vest if the Directors consider that a Dealing Restriction prevents such Vesting and/or any action needed to give effect to such Vesting, and in which case the Award will instead Vest on the first day on which it is not so prevented.

5.5 Consequences of Vesting for Conditional Awards

Within 30 days of a Conditional Award Vesting, the Company will arrange (subject to these rules) for the issue or transfer (including a transfer out of treasury) to, or to the order of, the Participant, of the number of Shares in respect of which the Award has Vested.

5.6 Consequences of Vesting for Options

5.6.1 A Participant may exercise an Option to the extent it has Vested.

5.6.2 An Option may not be exercised if the Directors consider that a Dealing Restriction prevents the exercise of the Option and/or any action needed to give effect to such exercise.

5.6.3 Subject to any other restrictions in these rules or set out on the grant of an Option, an Option may be exercised in full or in part. If an Option is exercised in part, the balance remains exercisable and the Directors may issue a balance certificate.

5.6.4 To exercise an Option the Participant must give notice in the prescribed form to the Company, or any person nominated by the Company, and pay the Option Price (if any) or make arrangements satisfactory to the Directors for its payment.

5.6.5 Within 30 days of a valid exercise of an Option, the Company will arrange (subject to these rules) for the issue or transfer (including a transfer out of treasury) to, or to the order of, the Participant, of the number of Shares in respect of which the Option is exercised.

5.6.6 To the extent that an Option has not been exercised by the close of business on the Final Exercise Date, the Company will, unless it has received notice in writing to the contrary and subject to the condition in rule 5.6.7 below being satisfied, be deemed to have received a valid exercise notice immediately preceding the close of business on the Final Exercise Date, together with a direction to sell sufficient of the Shares issued or transferred on the exercise of the Option to fund any Option Price and any taxation or social security contributions payable under rule 5.9 (Tax). The remaining Shares subject to the Option will be transferred as set out in rule 5.6.5.

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5.6.7 The condition referred to above is that the expected sale proceeds of the Shares resulting from the exercise of the Option, after deduction of any costs of any sale (including, any actual or estimated liability to taxation, social security contributions and any other related costs in respect of the Option) would be greater than the Option Price.

5.6.8 Subject to rules 5.6.6 and 5.6.7, an Option will lapse, at the latest, on the close of business on the Final Exercise Date.

5.6.9 If an Option lapses under more than one provision of the rules of the Plan, the provision resulting in the shortest exercise period will prevail.

5.7 Dividend Equivalent

If the Directors so determine prior to the Normal Vesting Date that Dividend Equivalents shall be paid in respect of an Award then when the Award Vests (or, in the case of an Option, is exercised) either:

5.7.1 the number of Shares in respect of which the Award Vests will be increased by that number of Shares which has a market value, on the date of Vesting, equal to the Dividend Equivalent Amount; or

5.7.2 the Company will make a payment to the Participant of an amount equal to the Dividend Equivalent Amount.

The 'Dividend Equivalent Amount' is the amount of ordinary dividends which had a record date between the Award Date and the date of Vesting (or, in the case of an Award subject to a Holding Requirement, the end of the Holding Period or any earlier date on which an Option becomes exercisable), multiplied by the number of Shares that Vest (apart from this rule 5.7 (Dividend Equivalent)), provided that:

5.7.3 the Directors may determine that the Dividend Equivalent Amount shall instead be calculated assuming reinvestment of each relevant dividend into Shares on the basis of the market value of a Share on the ex-dividend date of the relevant dividend or any other date as determined by the Directors; and/or

5.7.4 the Directors may determine that the value of any distribution other than an ordinary dividend with a record date between the Award Date and the date of Vesting shall be included in calculating the Dividend Equivalent Amount.

5.8 Cash and Share alternative

5.8.1 The Directors may at any time prior to an Award being satisfied decide to satisfy the Award (in whole or part) by paying an equivalent amount in cash (subject to rule 5.9 (Tax)).

5.8.2 An Award may be granted on the basis that it will always be satisfied in accordance with rule 5.8.1.

5.8.3 In respect of Awards which consist of a right to receive a cash amount, the Directors may decide instead to satisfy such Award by the delivery of Shares (subject to rule 5.9 (Tax)).

5.8.4 The calculation of any cash payment or number of Shares under this rule will be undertaken by reference to the market value of a Share on the date of Vesting for a

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Conditional Award or the date of exercise for an Option (less the Option Price, if any), or on such other basis of calculation as determined by the Directors.

5.9 Tax

5.9.1 The Participant will be responsible for all taxes, social security contributions and other levies or charges, or other payroll deduction required by law, arising out of or in connection with an Award or the acquisition, holding or disposal of Shares or any interest in them (including the holding of any Shares subject to, or release of Shares from, a Holding Period). But this will only apply to employer social security contributions to the extent that the Directors so decide and to the extent lawful.

5.9.2 If the Company, any other Member of the Group or the trustee of any employee benefit trust has any liability to pay or account for any such tax, contribution, levy or charge or other payroll deduction, it will normally meet the liability by selling Shares to which the Participant becomes entitled (or which are released from a Holding Period) on their behalf and using the proceeds to meet the liability (a "Sell-To-Cover Transaction").

5.9.3 However, the Directors may decide that the liability will, instead, be met by:

(i) deducting the amount of the liability from any cash payment due under the Plan;

(ii) deducting the amount of the liability from any payment of salary, bonus or other payment due to the Participant; and/or

(iii) to the extent the same would effectively discharge the liability in the relevant jurisdiction, reducing the number of Shares to which the Participant would otherwise be entitled.

5.9.4 The Participant will enter into any elections required by the Directors, including elections under Part 7 of the Income Tax (Earnings and Pensions) Act 2003 and/or elections to transfer any liability, or agreements to pay social security contributions.

5.9.5 Notwithstanding anything else in these rules, the Vesting of an Award or the issue or transfer of Shares or any payment of cash may be delayed until the Participant has done all things reasonably required by the Directors to give effect to this rule 5.9.

5.9.6 The withholding and/or other arrangements under this rule 5.9 may be operated on the basis of the highest rate of tax or social security contributions that may be applicable, provided that any excess value realised will be paid to the Participant as soon as is reasonably practicable.

6 Issuing Shares for less than nominal value

This rule applies where:

6.1.1 an Option is exercised and the Option Price is nil or less than the nominal value of a Share at the time; or

6.1.2 a Conditional Award Vests.

If the Award is to be satisfied by the issue of new Shares, the Directors are authorised to capitalise the reserves of the Company. The amount to be capitalised will be the nominal

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value of a Share less the Option Price (if any) multiplied by the number of Shares to be issued.

7 Leaving employment

7.1 General rule on leaving employment

If the Participant leaves employment before an Award has Vested other than where rules 7.2 (Exceptions) or 7.6 (Death) applies, the Award shall automatically lapse on the date the Participant leaves employment.

7.2 Exceptions

Subject to rule 7.3 (Timing and extent of Vesting) and 7.4 (Exchange of awards on a sale of employer), an Award will not lapse pursuant to rule 7.1 (General rule on leaving employment) and the rules will continue to apply if a Participant leaves employment due to:

7.2.1 injury, disability or ill-health (as agreed by the Directors);
7.2.2 redundancy (within the meaning of the Employment Rights Act 1996);
7.2.3 retirement (as determined by the Directors);
7.2.4 their employing company ceasing to be a member of the Group;
7.2.5 the business (or part of the business) in which they are employed being transferred to a transferee which is not a member of the Group; or
7.2.6 any reason other than one stated in this rule 7.2 or death in the absolute discretion of the Directors,

provided that the Vesting or exercise of an Award at any time on or after leaving employment may be subject to such additional conditions as the Directors may impose.

7.3 Timing and extent of Vesting

Where a Participant leaves employment for one of the reasons set out in rule 7.2 (Exceptions) (subject to any additional conditions imposed thereunder):

7.3.1 the number of Shares in respect of which the Award is capable of Vesting will, unless the Directors decide otherwise, be reduced to reflect the proportion of the period up to the Normal Vesting Date (or, in the case of an Award subject to a Condition, and if the Directors so determine, the Performance Period), which had elapsed by the date the Participant left employment;
7.3.2 the Award will remain outstanding and capable of Vesting under these rules, provided that the Directors may decide that the Award will Vest on the date the Participant leaves employment or on any later date. Where they do so the Award will Vest to the extent that any Condition or other condition has been or is likely to be satisfied (as determined by the Directors, in the manner specified in any applicable Condition or other condition or in such manner as they consider appropriate); and

the Award will lapse to the extent it ceases to be capable of Vesting or does not Vest.

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7.4 Exchange of awards on a sale of employer

If the Directors, with the agreement of any relevant purchaser, so decide before an event referred to in rules 7.2.4 or 7.2.5 takes effect, an Award will not Vest, but will instead be exchanged, and rules 10.4 (Exchange) and 10.6 (Exchange terms) will apply. In applying rules 10.4 (Exchange) and 10.6 (Exchange terms), the “Acquiring Company” will mean the relevant purchaser or any company nominated by the relevant purchaser and approved by the Directors.

7.5 Leaving employment where the Award lapses

This rule 7.5 shall apply where the Participant: (i) leaves employment; and/or (ii) gives or receives notice pursuant to which they will leave employment, in either case on the grounds or as a result of (or at a time where the Company could have terminated employment summarily or on notice on the grounds of) conduct (including by omission) that the Directors determine amounts to misconduct (including but not limited to any act or omission that justified, or could have justified, termination on the grounds of misconduct whether summarily or on notice).

Where this rule 7.5 applies any Award (including any outstanding Vested Option) will immediately lapse in full, unless the Directors determine otherwise.

7.6 Death

7.6.1 If a Participant dies, an Award which is not Vested will Vest on the date of death to the extent that any Condition or other condition (if applicable) has been or is likely to be satisfied (as determined by the Directors, in the manner specified in the Condition or other condition or in such manner as they consider appropriate), unless the Directors determine that the Condition(s) or other condition(s) be deemed satisfied in full and/or waived. The number of Shares in respect of which the Award Vests will, unless the Directors decide otherwise, be reduced to reflect the proportion of the period up to the Normal Vesting Date (or, in the case of an Award subject to a Condition, and if the Directors so determine, the Performance Period), which had elapsed by the date of death. The Award will lapse to the extent it does not Vest.

7.6.2 The Company will only arrange for Shares to be issued or transferred, or cash paid, to the personal representatives of a deceased Participant (or the equivalent in any jurisdiction) if they have produced such evidence as the Directors may require of their status as such. The receipt by any person who has produced such evidence will discharge the Company from any obligation pursuant to the Award to the Participant or their estate.

7.7 Exercise and lapse of Options after leaving employment

7.7.1 An Option which does not lapse when the Participant leaves may only be exercised during the period of six months from the date of leaving or, if later, from the date on which it Vests (or 12 months in the case of death), and will lapse upon the expiry of such period.

7.7.2 An Option will not lapse under rule 7.7.1 during (and would instead lapse if not exercised on the expiry of) an exercise period for Options under rule 10.3 (Exercise period for Options). For the avoidance of doubt, this does not affect the operation of rules 7.1 (General rule on leaving employment) and 7.5 (Leaving employment where the Award lapses).

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7.8 Meaning of “leaving employment”

A Participant who ceases to hold an office or employment with any Member of the Group will not be treated as “leaving employment” if, immediately following such cessation, they continue to hold any office or employment with any Member of the Group, unless the Directors determine that they should be so treated. In such case a Participant will be treated as leaving employment whether or not the termination is or would be lawful.

8 Malus and clawback

8.1 Application

Notwithstanding anything else in these rules the Directors may:

8.1.1 at any time prior to Shares and/or cash being transferred pursuant to an Award, decide that the provisions of rule 8.3 (Malus) will be applied to an Award; and/or
8.1.2 at any time prior to the expiry of the Clawback Period decide that the provisions of rule 8.4 (Clawback) will be applied in respect of an Award,

in each case if there has been, in the Directors’ opinion:

8.1.3 a material misstatement of any Member of the Group’s financial results;
8.1.4 an error in assessing the Conditions or other conditions applicable to the Award, or in the information or assumptions on which the Award was granted or is realised;
8.1.5 gross or serious misconduct on the part of the Participant;
8.1.6 a material failure of risk management at any Member of the Group;
8.1.7 circumstances of corporate failure;
8.1.8 serious reputational damage to any Member of the Group;
8.1.9 any other exceptional event that has had or may have a material effect on the value or reputation of any Member of the Group (excluding an exceptional event or events which have a material adverse effect on global macroeconomic conditions);
8.1.10 any other circumstances which the Directors considers to be similar in their nature or effect to those referred to in rules 8.1.3 to 8.1.9 above; and/or
8.1.11 in relation to the application of rule 8.3 (Malus), any other event has occurred (or similar) which the Directors consider should give rise to the application of that rule.

8.2 Clawback period

Subject to rule 5.3 (Discretion to delay Vesting, settlement or exercise or similar), the Clawback Period shall (subject to any other period specified by the Directors in granting an Award) run from the date on which the Award (or, if the Award vests in tranches, the relevant tranche of the Award) Vests until the fifth anniversary of the Award Date.

8.3 Malus

Where this rule 8.3 applies, notwithstanding anything else in these rules, the Directors may decide to:

8.3.1 reduce (including to zero) the number of Shares subject to the Award; and/or

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8.3.2 impose further conditions on the Award.

8.4 Clawback

Where this rule 8.4 applies, notwithstanding anything else in these rules, the Directors may:

8.4.1 reduce (including to zero) the number of Shares subject to any other Award granted under the Plan and/or any other employee share plan operated by the Company (other than an employee share plan that complies with Schedules 2 or 3 of the Income Tax (Earnings and Pensions) Act 2003);

8.4.2 impose further conditions on any other Award that may be granted to the Participant under the Plan;

8.4.3 reduce (including to zero) the amount of cash that may otherwise have been awarded to the Participant as a bonus or any other form of remuneration;

8.4.4 determine that the Participant must immediately on demand pay to or to the order of the Company a cash amount in respect of some or all of the Shares and/or cash received by the Participant under the Award (and the Company may, to the extent permitted by law, deduct or procure to be deducted such cash amount from any amount payable to the Participant by any Member of the Group, whether as salary, bonus or otherwise); and/or

8.4.5 determine that the Participant must immediately on demand transfer to or to the order of the Company and for nil consideration a number of Shares as is determined to reflect some or all of the Shares and/or cash received by the Participant under the Award,

where the Directors shall determine the basis on which the number of Shares and/or amount of cash in respect of which any provision of this rule 8.4 shall apply, including whether and if so to what extent to take account of any tax or social security liabilities (or similar) that arose in relation to the Award.

8.5 General

8.5.1 Rules 8.1 (Application) to 8.4 (Clawback) can be applied even if the Participant was not responsible for the event in question or if it took place before the Vesting or grant of the Award.

8.5.2 Without limiting rule 12.1 (Terms of employment), the Participant will not be entitled to any compensation in respect of the operation or purported operation of this rule 8 (Malus and clawback).

8.5.3 Nothing in this rule 8 (Malus and clawback) shall in any way restrict a Participant from being able to transfer or otherwise dispose of any Shares acquired by such Participant pursuant to an Award.

8.6 Other

The Directors may reduce the number of Shares in respect of which an Award is outstanding, Vested and/or capable of exercise (and consequently the number of any Shares or cash payment due on Vesting or exercise), or lapse an Award in full, to give effect to Malus or Clawback pursuant to any other incentive arrangement operated from time to time by any Member of the Group.

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9 Holding Requirement

Where an Award is granted subject to a Holding Requirement, the Award shall be subject to the provisions of Schedule 1 (Holding Requirement) or such other terms implementing the Holding Requirement as the Directors may determine and notify to the Participant at any time prior to Vesting (which terms may include a requirement for Shares in respect of which an Award Vests to be held for the duration of the Holding Period).

10 Corporate events

10.1 Time of Vesting

Change of control

10.1.1 If there is a Change of control, subject to rule 10.4 (Exchange), Awards will Vest to the extent described in rule 10.2 (Extent of Vesting).

Demergers and other corporate events

10.1.2 If the Company is or may be affected by:

(i) any demerger, delisting, distribution (other than an ordinary dividend) or other transaction, which, in the opinion of the Directors, might affect the current or future value of any Award; or
(ii) any reverse takeover, merger by way of a dual listed company or other significant corporate event, as determined by the Directors,

in each case not being a Change of control, the Directors may allow Awards to Vest to the extent described in rule 10.2 (Extent of Vesting), and in which case Awards will lapse to the extent they do not Vest or are not exchanged under rule 10.4 (Exchange). The Directors may impose other conditions on such Vesting.

Exercise of Options in connection with a scheme

10.1.3 This rule 10.1.3 applies if an Option will Vest as a result of, or has Vested before, a court sanctioning a compromise or arrangement in connection with the acquisition of Shares. The Directors may decide at any time before court sanction that the Option will be deemed exercised (to the extent specified under rule 10.2 (Extent of Vesting) or otherwise) with effect from court sanction, if they consider that the value of consideration receivable for the resulting Shares under the compromise or arrangement would be more than the Option Price. The Option Price will be paid as described in rule 5.9 (Tax) as if it were tax. The Company will notify each affected Participant of this decision and may (but shall not be obliged to) give the Participant a reasonable opportunity to direct the Company that the Option should not be deemed exercised.

10.2 Extent of Vesting

10.2.1 Where an Award vests under rule 10.1 (Time of Vesting):

(i) if the Award is subject to a Condition or other condition, the Award will Vest to the extent determined by the Directors, taking account of the extent to which any Condition or other condition has been satisfied or is likely to be satisfied (as determined by the Directors in the manner specified in the

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Condition or other condition or in such manner as they consider reasonable, which may include taking account of anticipated performance against the Condition over the remainder of the Performance Period) and such other factors as the Directors consider appropriate; and

(ii) the number of Shares in respect of which the Award Vests will, unless the Directors decide otherwise, be reduced to reflect the proportion of the period up to the Normal Vesting Date (or, in the case of an Award subject to a Condition, and if the Directors so determine, the Performance Period), which had elapsed prior to Vesting.

10.2.2 To the extent that the Award does not Vest as a result of this rule 10.2 (Extent of Vesting), the Directors may decide that it will be exchanged (wholly or partly) under rule 10.4 (Exchange) or otherwise it shall lapse.

10.3 Exercise period for Options

Options may only be exercised:

10.3.1 if there is a Change of control, during the period of six months from the Change of control or, if ending earlier, six weeks from the date on which a notice to acquire Shares under section 979 of the Companies Act 2006 is first served; or
10.3.2 if the Directors so determine, during the period of six weeks (or such other period as the Directors may specify) following the relevant event in rule 10.1.2 (Demergers and other corporate events),

and (in the case of rule 10.3.2, where the Directors so determine) will lapse at the end of the period the extent not exercised or exchanged under rule 10.4 (Exchange).

10.4 Exchange

An Award will not Vest (or, in the case of an Option, be exercisable) following an event described in rule 10.1.1 (Change of control) or, if the Directors so determine, 10.1.2 (Demerger or other corporate events) but will be exchanged pursuant to rule 10.6 (Exchange terms) to the extent that:

10.4.1 an offer to exchange the Award is made and accepted by a Participant; or
10.4.2 the Directors decide that the Award will be automatically exchanged.

10.5 Directors

In this rule 10 (Corporate events), following a Change of control or (if the Directors determine that Awards will vest in respect of such event) an event referred to in rule 10.1.2 (Demerger or other corporate events), and save in respect of an Award which is exchanged under rule 10.4 (Exchange), "Directors" means those people who were members of the remuneration committee of the Company immediately before the Change of control.

10.6 Exchange terms

Where an Award is to be exchanged under rule 10.4 (Exchange), a Participant shall be granted a new award in exchange for an existing Award, where the new award:

10.6.1 must confer a right to acquire shares in the Acquiring Company or another body corporate determined by the Acquiring Company;

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10.6.2 must be equivalent to the existing Award, subject to rule 10.6.5;

10.6.3 must:

(i) be subject to a condition which is, so far as possible, equivalent to any Performance Condition or other condition applying to the existing Award; or
(ii) not be subject to any condition but be in respect of the number of shares which is equivalent to the number of Shares comprised in the existing Award which would have Vested under rule 10.2 (Extent of Vesting) and Vest at the end of the original Performance Period (if applicable) or on the Normal Vesting Date set by the Directors on the grant of the Award; and/or
(iii) be subject to such other terms as the Directors consider appropriate in all the circumstances.

but where the Award is exchanged to the extent it does not Vest under rule 10.2 (Extent of Vesting), it need not be subject to any condition.

10.6.4 is treated as having been acquired at the same time as the existing Award and capable of Vesting in the same manner and at the same time; and
10.6.5 is governed by the rules of the Plan from time to time, excluding rule 11.2 (Shareholder approval), as if references to Shares were references to the shares over which the new award is granted and references to the Company were references to the Acquiring Company or the body corporate determined under rule 10.6.1 above.

10.7 Winding up

Awards shall lapse on the passing of an effective resolution, or the making of a Court order, for the compulsory winding up of the Company.

11 Changing the Plan and termination

11.1 Directors' powers

Subject to rule 11.2 (Shareholder approval), the Directors may at any time change the Plan and the terms of any existing Awards in any way, including changes to the disadvantage of existing Participants.

11.2 Shareholder approval

11.2.1 Except as described in rule 11.2.2, the Company in general meeting must approve in advance by ordinary resolution any proposed change to the Plan to the advantage of present or future Participants, which relates to:

(i) the Participants;
(ii) the limitations on the number or amount of Shares, cash or other benefits subject to the Plan;
(iii) the individual limit for each Participant under the Plan;
(iv) the basis for determining a Participant's entitlement to, and the terms of, securities, cash or other benefit to be provided and for the adjustment thereof (if any) if there is a capitalisation issue, rights issue or open offer, sub-division

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or consolidation of shares or reduction of capital or any other variation of capital; or

(v) the terms of this rule 11.2.1.

11.2.2 The Directors can change the Plan and need not obtain the approval of the Company in general meeting for any changes to a Condition or any condition specified under rule 2.5 (Other conditions) or minor changes:

(i) to benefit the administration of the Plan;
(ii) to comply with or take account of the provisions of any proposed or existing legislation;
(iii) to take account of any changes to legislation; or
(iv) to obtain or maintain favourable tax, exchange control or regulatory treatment of the Company, any Subsidiary or any present or future Participant.

11.2.3 The Directors may, without obtaining the approval of the Company in general meeting, establish further plans (by way of schedules to the rules or otherwise) based on the rules, but modified to take account of local tax, exchange control or securities law in non-UK territories. However, any Shares made available under such plans are treated as counting against any limits on individual or overall participation in the Plan under rules 3.1 (Plan limits – 10 per cent) and 3.2 (Scope of Plan limits).

11.3 Employees' share scheme

No amendment or operation of the Plan will be effective to the extent that the Plan would cease to be an "employees' share scheme" as defined in Section 1166 of the Companies Act 2006.

11.4 Notice

The Directors are not required to give Participants notice of any changes.

11.5 Termination

The Plan will terminate on the tenth anniversary of shareholder approval of the Plan, but the Directors may terminate the Plan at any time before that date. The termination of the Plan will not affect existing Awards.

12 General

12.1 Terms of employment

12.1.1 This rule 12.1 (Terms of employment) applies during an Employee's employment and after the termination of an Employee's employment, whether or not the termination is lawful.

12.1.2 Nothing in the rules or the operation of the Plan forms part of the contract of employment of an Employee. The rights and obligations arising from the employment relationship between the Employee and the employer are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment.

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12.1.3 No Employee has a right to participate in the Plan. Participation in the Plan or the grant of Awards on a particular basis in any year does not create any right to or expectation of participation in the Plan or the grant of Awards on the same basis, or at all, in any future year.

12.1.4 The terms of the Plan do not entitle an Employee to the exercise of any discretion in the Employee's favour.

12.1.5 An Employee will have no claim or right of action in respect of any decision, omission or discretion, which may operate to the disadvantage of the Employee even if it is unreasonable, irrational, capricious or arbitrary or might be regarded as being in breach of contract and/or in breach of the duty of trust and confidence (and/or any other implied duty) between the Employee and the employer.

12.1.6 No Employee has any right to compensation for any loss in relation to the Plan, including any loss in relation to:

(i) any loss or reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment);

(ii) any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any omission to exercise any such discretion or take any such decision; or

(iii) the operation, suspension, termination or amendment of the Plan.

12.1.7 For the avoidance of doubt, and without limiting any provision of this rule 12.1, no Member of the Group shall be liable for the exercise of any discretion, or omission to exercise any such discretion, that results in an Award and/or an Employee becoming subject to taxation under section 409A of the US Internal Revenue Code.

12.1.8 Any aspect of the operation of the Plan (including the application of malus and/or clawback pursuant to rule 8 (Malus and clawback), the making of any adjustment under rule 5.2 (Discretion to adjust Vesting) and the imposition of any delay under rule 5.3 (Discretion to delay Vesting, settlement, exercise or similar)) may be applied (or not applied), and a discretion may be exercised (or not exercised), in different ways for different Participants (and/or different Awards held by the same Participant) in relation to the same or different events or circumstances.

12.2 Directors' decisions

12.2.1 Any power, discretion or decision of the Directors under the Plan may be exercised or not exercised at the absolute discretion of the Directors.

12.2.2 The decision of the Directors on the interpretation of the Plan or in any dispute relating to an Award or on any matter relating to the Plan will be final and conclusive.

12.3 Market values and currencies

12.3.1 Subject to any express terms of the Plan, the market value of a Share shall be determined on such basis as the Directors may determine.

12.3.2 Any cash payment due under the Plan may be made in such currency as the Directors determine, and any calculation of exchange rates necessary for the Plan may be made by reference to such rate of exchange as the Directors determine.

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12.4 Pension

Payments under the Plan are not intended to form part of a Participant's remuneration for the purpose of determining entitlement to any benefit of office or employment including any pension or retirement benefit, life assurance, permanent health insurance or other similar benefit, whether existing or subsequently introduced to be pensionable or to be taken into account in determining any similar entitlements.

12.5 Third party rights

Any Member of the Group may rely on and enforce any term of the Plan. Apart from that, nothing in this Plan confers any benefit, right or expectation on a person who is not a Participant. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 or any equivalent local legislation to enforce any term of this Plan. This does not affect any other right or remedy of a third party which may exist under applicable law.

12.6 Assignment

If the Directors so determine, the Company may assign its liability to settle an Award to any Member of the Group without the consent of the Participant.

12.7 Documents sent to shareholders

The Company is not required to send to Participants copies of any documents or notices normally sent to the holders of its Shares.

12.8 Discrepancies

To the extent there is any discrepancy between the rules of the Plan or any document setting out the terms of an Award (a "Plan Document"), and any information or document setting out a summary or explanation of how the Plan works, the Plan Documents shall prevail.

To the extent any Plan Documents are translated into a language other than English, the English version will prevail.

12.9 Costs

The Company will pay the costs of introducing and administering the Plan. The Company may ask a Participant's employer to bear the costs in respect of an Award to that Participant.

Unless determined otherwise by the Directors, the Participant will be required to pay the costs of any Sell-To-Cover Transactions, which may be deducted from any amount payable under the Plan or from the proceeds of such transaction and applied in paying such amount on the Participant's behalf.

12.10 Employee trust

The Company and any Subsidiary may provide money to the trustee of any trust or any other person to enable them to acquire Shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent permitted by Section 682 of the Companies Act 2006 or any applicable law.

12.11 Participants' information

12.11.1 Subject to rule 12.11.2, by participating in the Plan and accepting an Award, the Participant consents to the holding and processing of personal information the

Participant provides to any Member of the Group, trustee or third-party service provider, for all purposes relating to the operation of the Plan. These include, but are not limited to:

(i) administering and maintaining Participant records;
(ii) providing information to Members of the Group, trustees of any employee benefit trust, registrars, brokers or third-party administrators of the Plan;
(iii) providing information to future purchasers or merger partners of the Company, the Participant's employing company, or the business in which the Participant works; and
(iv) transferring information about the Participant to any country or territory that may not provide the same statutory protection for the information as the Participant's home country.

12.11.2 The basis for any processing of personal information about the Participant under the EU's General Data Protection Regulation (2016/679) ("GDPR") (or any successor laws, including its incorporation into UK law as the UK GDPR) is set out in the Company's Employee Privacy Policy available on the DUG Intranet and is not the consent given under rule 12.11.1. The Employee Privacy Policy also contains details about how the Participant's personal information is processed and the Participant's rights in relation to that information. The Participant has a right to review the Employee Privacy Policy.

12.12 Consents

All allotments, issues and transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in the United Kingdom or elsewhere. The Participant is responsible for complying with any requirements to obtain or avoid the necessity for any such consent.

12.13 Consistency with Directors' Remuneration Policy

Nothing in these rules or the terms of any Award will oblige the Company or any other person to make any remuneration payment or payment for loss of office which would be in breach of Chapter 4A of Part 10 of the Companies Act 2006 (which requires such payments to be within an approved remuneration policy or otherwise approved by shareholders).

The Company will not be obliged to seek the approval of its shareholders in general meeting for any such payment but may make such changes as are necessary or desirable to the terms of any payment to ensure that it is not in breach of that Chapter.

12.14 Performance Adjustment Policy

Nothing in these rules shall in any way limit the operation of any policy and/or any other terms pursuant to which any remuneration (including an Award) may be cancelled or subject to malus or clawback to which any Participant may be subject to time to time.

12.15 Share rights

Shares issued to satisfy Awards under the Plan will rank equally in all respects with the Shares in issue on the date of allotment. They will not rank for any rights attaching to Shares by reference to a record date preceding the date of allotment. Where Shares are transferred

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to a Participant, including a transfer out of treasury, the Participant will be entitled to all rights attaching to the Shares by reference to a record date on or after the transfer date. The Participant will not be entitled to rights before that date.

12.16 Listing

If and so long as the Shares are listed and traded on a public market, the Company will apply for listing of any Shares issued under the Plan as soon as practicable.

12.17 Notices

12.17.1 Any information or notice to a person who is or will be eligible to be a Participant under or in connection with the Plan may be posted, or sent by electronic means, in such manner to such address as the Company considers appropriate, including publication on any website.

12.17.2 Any information or notice to the Company or other duly appointed agent under or in connection with the Plan may be sent by post or transmitted to it at its registered office or such other place, or by such other means, as the Directors or duly appointed agent may decide and notify Participants.

12.17.3 Notices sent by post will be deemed to have been given on the second day after the date of posting. However, notices sent by or to a Participant who is working overseas will be deemed to have been given on the seventh day after the date of posting. Notices sent by electronic means, in the absence of evidence to the contrary, will be deemed to have been received on the day after sending.

12.18 Severability

The invalidity or non-enforceability of any provision or rule of this Plan (or the term of any Award) shall not affect the validity or enforceability of the remaining provisions and rules of this Plan (or the terms of the Award) which shall continue in full force and effect.

12.19 Governing law and jurisdiction

English law governs the Plan and all Awards and their construction. The English courts have non-exclusive jurisdiction in respect of disputes arising under or in connection with the Plan or any Award.

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Schedule 1

Holding Requirement

1 Effect of Holding Requirement

1.1 If an Award is subject to a Holding Requirement, the Directors will determine the extent to which the Award would Vest (but for this Schedule 1) under the rules of the Plan (including any Dividend Equivalent), but Vesting will be deferred so that the Award will continue in respect of the number of Shares which would have Vested but for this Schedule 1, to the end of the Holding Period. During the Holding Period the rules of the Plan continue to apply, subject to this Schedule 1.

1.2 Where an Award is subject to Dividend Equivalents, rule 5.7 (Dividend Equivalent) will continue to apply in respect of dividends with a record date falling during the Holding Period, unless the Directors determine otherwise.

1.3 For the avoidance of doubt, malus (under rule 8 (Malus and clawback)) will continue to apply throughout the Holding Period.

2 Tax

In the event that tax is payable before the end of the Holding Period, rule 5.9 (Tax) will apply. Shares may be issued or transferred and sold to the extent necessary to satisfy the liability under that rule. Where applicable, the Holding Requirement will then apply in respect of the remainder of the Shares subject to the Award, after any sale pursuant to rule 5.9 (Tax). For the avoidance of doubt, rule 5.9 (Tax) also applies where tax arises when Shares are issued or transferred at or after the end of the Holding Period.

3 Leaving employment during the Holding Period

Rules 7.1 (General rule on leaving employment), 7.2 (Exceptions), 7.3 (Timing and extent of Vesting) and 7.6 (Death) will not apply to the Award during the Holding Period. Unless the Directors determine otherwise, and save in the case of the Participant's death, the Holding Requirement will continue to apply after the Participant has left employment.

Rule 7.5 (Leaving employment where the Award lapses) shall apply during the Holding Period.

4 End of the Holding Period

4.1 The Holding Period will end on the earliest of the following:

4.1.1 the date on which the Holding Period would normally end, as set by the Directors under rule 2.3 (Terms of Awards);

4.1.2 the date on which the Participant dies;

4.1.3 the date of a Change of control (but, unless the Directors determine otherwise, the Holding Requirement will apply to any Award exchanged under rule 10.4 (Exchange)); and

4.1.4 any other date determined by the Directors.

4.2 At the end of the Holding Period, the Award will Vest under rule 5.5 (Consequences of Vesting for Conditional Awards) or 5.6 (Consequences of Vesting for Options) to the extent

determined under this Schedule 1. If a Participant has left employment prior to or during the Holding Period, any Option exercise period under rule 7.7.1 shall end on the date falling six months after the end of the Holding Period.

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AI assistant

Vistry Group PLC — Governance Information 2026

4771_rns_2026-03-27_9fd3db0d-e3c8-40dd-9f81-12a246a016ef.pdf

RULES OF THE VISTRY GROUP SHARE

PLAN 2026

VISTRY GROUP PLC

Table of Contents

Rules of the Vistry Group Share Plan 2026

1 Definitions

1.1 Interpretation

2 Granting Awards

2.1 Selection of Participants

2.2 Timing of Award

2.6 Executive directors

2.7 Award certificates

2.8 No payment

2.9 Other forms of Award

2.10 Administrative errors

3 Plan limits for the grant of Awards

3.1 Plan limits - 10 per cent

3.2 Scope of Plan limits

4 Before Vesting

4.1 Rights

4.2 Transfer

4.3 Adjustment of Awards

5 Vesting

5.1 Normal Vesting

5.2 Discretion to adjust Vesting

5.3 Discretion to delay Vesting, settlement, exercise or similar

5.4 Delay for Dealing Restrictions

5.5 Consequences of Vesting for Conditional Awards

5.6 Consequences of Vesting for Options

5.7 Dividend Equivalent

5.8 Cash and Share alternative

5.9 Tax

6 Issuing Shares for less than nominal value

7 Leaving employment

7.1 General rule on leaving employment

7.2 Exceptions

7.3 Timing and extent of Vesting

8.4 Clawback

8.5 General

8.6 Other

10.3 Exercise period for Options

10.4 Exchange

10.5 Directors

10.6 Exchange terms

10.7 Winding up

11 Changing the Plan and termination

11.1 Directors' powers

11.2 Shareholder approval

11.3 Employees' share scheme

11.4 Notice

11.5 Termination

12 General

12.1 Terms of employment

12.2 Directors' decisions

12.3 Market values and currencies

12.4 Pension

12.5 Third party rights

12.6 Assignment

12.7 Documents sent to shareholders

12.8 Discrepancies

12.9 Costs

12.10 Employee trust

12.11 Participants' information

12.12 Consents

12.13 Consistency with Directors' Remuneration Policy

12.14 Performance Adjustment Policy

12.15 Share rights

12.16 Listing

12.17 Notices

12.18 Severability

12.19 Governing law and jurisdiction

Schedule 1

Holding Requirement

1 Effect of Holding Requirement

2 Tax

3 Leaving employment during the Holding Period

4 End of the Holding Period

Vistry Group PLC Governance Information 2026