Vistry Group PLC — Proxy Solicitation & Information Statement 2012

Mar 27, 2012

BOVIS HOMES

BOVIS HOMES GROUP PLC

Attendance Card

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

The Chairman of BOVIS HOMES GROUP PLC invites you to attend the Annual General Meeting of the Company to be held at The Spa Hotel, Mount Ephraim, Royal Tunbridge Wells, Kent TN4 8XJ on 16 May 2012 at 12.00 noon.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 16 May 2012

Cast your Proxy online 24/7...It's fast, easy and secure! www.eproxyappointment.com

You will be asked to enter the Control Number, the Shareholder Reference Number (SRN) and PIN and agree to certain terms and conditions.

Control Number: 911188

SRN.

PIN.

To view the Annual Report online visit: www.bovishomesgroup.co.uk/annualreport2011

To be effective, all proxy appointments and/or voting instructions must be lodged with the Company's Registrars at:

Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 14 May 2012 at 12.00 noon. Electronic proxy appointments and/or voting instructions must be submitted by no later than 12.00 noon on 14 May 2012 using the website address above.

Explanatory Notes:

1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. You can only appoint a proxy using the procedures set out in these notes. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holders name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0870 889 3236 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

4. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names of the holders stand in the Register of Members.

5. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001 and section 360 B(2) of the Companies Act 2006, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

6. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RAS0) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
7. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0870 889 3236 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
8. Any alterations made to this form should be initialled.
9. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
10. You may not use any electronic address provided either in this form, the notice of meeting or in any related documents to communicate with the Company for any purposes other than those expressly stated.
11. The notes to this form should be read in conjunction with the notes to the notice of meeting.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

All Named Holders

SG148

103125_36624_RUN_ONS/000001/000001/SG148/i

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Map & Directions

By Train
Take the train to Tunbridge Wells. This is the nearest station to the venue, leaving a ten minute walk up to Mount Ephraim. Alternatively, the taxi rank is situated just outside of the station.

By Car (parking spaces are available at the venue).

From M25 London Orbital/A21 Southbound
Leave M25 at Junction 5 and join A21 signposted for Sevenoaks and Hastings. Take the 4th exit for A26 Tunbridge Wells and Southborough. Follow A26 through Southborough and St. Johns. At mini roundabout, take 2nd exit marked for through traffic. Drive past the Kent & Sussex hospital on right. Just after the parade of shops and restaurants, take right hand fork onto Mount Ephraim (A264). Proceed until you reach a mini roundabout. Take the 2nd exit and the hotel entrance is almost immediately on your right, just before the Renault Garage.

From Brighton A207/A27
Leave Brighton on the A207 heading for Lewes following signs for A27. Then follow signs for A26 for Tunbridge Wells. Go straight over traffic lights at Crowborough (A26) and continue until you enter Tunbridge Wells. At the first mini roundabout bear left. Shortly after you will come to another mini roundabout (with the Swan Hotel on your right). Turn left here and go up Major York's Road. At the top of the hill you will come to another mini roundabout, take the first exit and the hotel entrance is almost immediately on your right, just before the Renault Garage.

From Hastings A21
Follow the A21 through Robertsbridge and Flimwell, bypassing Lamberhurst. Leave the A21 following signposts for the A264 into Tunbridge Wells. Follow this road until you reach the traffic lights with the Royal Oak pub on your left. Turn right here onto Calverley Road. At the mini roundabout take the first exit onto Crescent Road. Continue straight over the next two sets of traffic lights (through the middle of town) and at the top of the hill turn left onto Mount Ephraim (signposted East Grinstead). Proceed to the mini roundabout and take the second exit. The hotel entrance is almost immediately on your right, just before the Renault Garage.

From Haywards Heath B2028 via East Grinstead
Follow B2028 to Turners Hill and join B2110, right turn. Follow this road into East Grinstead and join the one way system round town. Turn left onto the A264 for Tunbridge Wells. This road will take you through Hammerswood, Hollye, Blackham, Stone Cross. At the end of this road, turn left following signs for Tunbridge Wells. Drive through Langton Green and you will see The Spa Hotel on your left just after the Renault Garage.

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of BOVIS HOMES GROUP PLC to be held at The Spa Hotel, Mount Ephraim, Royal Tunbridge Wells, Kent TN4 8XJ on 16 May 2012 at 12.00 noon, and at any adjourned meeting.

• For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

☐ Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

Ordinary Resolutions	For	Against	Vote Withheld
1. To receive the accounts and reports of the directors and auditors for the year ended 31 December 2011.	☐	☐	☐
2. To approve the report on directors' remuneration for the year ended 31 December 2011.	☐	☐	☐
3. To declare the final dividend.	☐	☐	☐
4. To re-appoint Malcolm Robert Harris as a director of the Company.	☐	☐	☐
5. To re-appoint Alastair David Lyons as a director of the Company.	☐	☐	☐
6. To re-appoint Colin Peter Holmes as a director of the Company.	☐	☐	☐
7. To re-appoint John Anthony Warren as a director of the Company.	☐	☐	☐
8. To re-appoint David James Ritchie as a director of the Company.	☐	☐	☐

Please use a black pen. Mark with an X inside the box as shown in this example. ☐ X Vote

For	Against	Vote Withheld
9. To re-appoint Jonathan Stanley Hill as a director of the Company.	☐	☐
10. To re-appoint KPMG Audit Plc as auditors of the Company.	☐	☐
11. To authorise the directors to determine the remuneration of the auditors.	☐	☐
12. To authorise the directors to allot shares up to a specified amount.	☐	☐

Special Resolutions

1. To allow general meetings of the Company held before the next AGM to be called on not less than 14 days' notice. ☐ ☐ ☐
2. To empower the directors to allot shares for cash without making a pre-emptive offer to shareholders. ☐ ☐ ☐
3. To authorise the Company to purchase its own shares. ☐ ☐ ☐

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature

[Signature line]

Date

DD / MM / YY

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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