Vistry

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, it is recommended that you seek your own advice from a stockbroker, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom, or, if you reside elsewhere, another appropriately authorised financial adviser.

If you have sold or otherwise transferred all of your shares, please pass this document together with the accompanying documents with the exception of the personalised Form of Proxy to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

VISTRY GROUP PLC

Notice of Annual General Meeting 2026 to be held on Wednesday, 13 May 2026, 12.00 noon at the offices of Linklaters LLP, 20 Ropemaker Street, London, EC2Y 9AR.

VISTRY GROUP PLC

11 Tower View

Kings Hill

West Malling

Kent ME19 4UY

Company no. 00306718

CHAIR'S LETTER

"I am pleased to enclose the Notice of Annual General Meeting 2026 for Vistry Group PLC (the 'Company'), which will be held on Wednesday, 13 May 2026, 12.00 noon at the offices of Linklaters LLP, 20 Ropemaker Street, London, EC2Y 9AR."

The Notice of Meeting (the 'Notice') is set out on pages 3 to 6 with the explanatory notes on pages 7 to 17.

The Company's 2026 Annual General Meeting (the 'AGM') is a key event in the Company's corporate calendar as it provides an important occasion for the Company to engage with its shareholders and I hope you take the opportunity to come along and participate. Shareholders who choose to attend the AGM in person, should preregister their intention to attend as soon as practicable by emailing [email protected] and by no later than 5.00pm on 12 May 2026.

Shareholders may submit questions to the Board in advance of the AGM by email to [email protected] or by post to the Group Company Secretary at 11 Tower View, Kings Hill, West Malling, Kent, ME19 4UY. Please submit questions by 5.00pm on 12 May 2026. We will consider all questions received and endeavour to provide a response during the AGM. Responses to questions will be provided on our website following the AGM at www.vistry.co.uk/investors/shareholder-centre.

ANNUAL REPORT AND ACCOUNTS

The Annual Report and Accounts for the year ended 31 December 2025 is available on the Company's website www.vistry.co.uk/investors/annual-report-2025. For shareholders who have elected for hard copy communications, a copy of the Annual Report and Accounts and Form of Proxy is enclosed with this Notice.

HOW TO VOTE

Shareholders who are able to attend the AGM on the day will be able to cast their vote at the AGM in person using the poll cards provided. Those shareholders who are unable to attend will be able to register their proxy vote in advance of the meeting, either online or through the return of the completed paper Form of Proxy.

Further information on voting at the AGM is detailed on page 14 of this Notice.

MY ROLE

Shareholders will be aware from the announcement on 4 March 2026 that I intend to retire from the Company in due course.

My retirement will see the separation of the Chair and CEO roles. As announced on 17 March 2026, Rob Woodward CBE, currently Senior Independent Director, will succeed me as Chair from the conclusion of the AGM, subject to his re-election as a director by shareholders.

A search for my successor as CEO has also commenced, and the Board has a detailed CEO succession plan which will enable an effective transition of responsibilities.

Vistry Group PLC

I will continue to serve as CEO for up to 12 months, or until my successor is appointed, and will then support the transition to a new CEO as well as then supporting the Board as a special adviser.

Rob has served as Non-Executive Senior Independent Director and Chair of the Nomination Committee since joining the Board in May 2024 following a robust search process. His appointment as Chair will provide important strategic continuity, notably relating to the Partnerships model, and represents an effective transition of the leadership of the Board.

It has been a privilege to work with such dedicated colleagues, and I am confident that the Company will go from strength to strength well into the future.

BOARD CHANGES

During the year, there were a number of other Board changes which included Chris Browne stepping down at the conclusion of the 2025 AGM and Helen Owers stepping down with effect from 30 September 2025.

The Nomination Committee, led by Rob Woodward continued its search for a high-calibre Independent Non-Executive Director, and on 1 October 2025, Sue Farr was appointed to the Board. Sue brings significant UK plc boardroom and marketing expertise to the Board, meeting the need for evolving skills and diversity.

It has also been announced on 17 March 2026 that Rowan Baker will take up the role of Senior Independent Director from the conclusion of the AGM. Rowan will continue as Chair of the Audit Committee and the Board is satisfied that she has sufficient capacity for both roles alongside her external executive role.

I would like to thank all of the Directors for their contributions during the year and to extend my gratitude to those Directors who stood down during the year.

DIRECTORS' REMUNERATION

The Remuneration Committee undertook a detailed review of the Group's Directors' Remuneration Policy and as part of this exercise, consulted with shareholders representing approximately 31% of the Group's issued share capital.

This year, shareholders are invited to approve the new Directors' Remuneration Policy (the 'New Policy') and new Vistry Group PLC Long Term Incentive Plan 2026 (the '2026 LTIP') which is necessary to implement the New Policy.

The current Directors' Remuneration Policy was approved by shareholders at the general meeting held on 30 August 2023 and the New Policy is set out in full on pages 120 to 127 of the Annual Report and Accounts 2025.

We are proposing to introduce flexibility into the New Policy through offering the ability to grant hybrid long-term incentive awards comprising a combination of performance and restricted shares to Executive Directors.

We are also proposing to introduce flexibility to reduce or waive the deferment of annual bonus into shares for an Executive Director, once they have achieved and maintained their shareholding guideline (200% of salary or their LTIP award level, if higher). In addition, it is proposed that the Remuneration Committee would have flexibility to change the deferral mechanism from one-third of bonus earned into shares to any bonus earned over 100% of salary be deferred into shares.

Further details of the changes being proposed can be found on pages 7 and 8 of this Notice and on pages 120 to 123 of the Annual Report and Accounts 2025.

SHAREHOLDER RETURNS

The Group continued to deliver distributions through share buybacks as a way to return value to shareholders by reducing the Company's share capital. The Company continued to purchase shares under the £130m share buyback programme which commenced in September 2024. To date the Group has completed £102m.

A strong balance sheet is a top priority for the Group. We have £28m of the existing share buyback programme still to go, which is expected to conclude in the first half of 2026, at which point the Board will review subsequent distributions. Therefore, the Group is not proposing any final ordinary distribution. Future distributions will be made in accordance with the Group's capital allocation policy.

RECOMMENDATION

Your Directors are of the opinion that all of the resolutions to be put to the meeting are likely to promote the success of the Company and are in the best interests of the Company and its shareholders as a whole. Your Directors unanimously recommend that you vote in favour of the resolutions as they will be doing in respect of their own beneficial shareholdings.

Yours faithfully,

GREG FITZGERALD
Executive Chair and CEO

Notice of Meeting 2026 | 2

NOTICE OF MEETING

NOTICE IS HEREBY GIVEN that the 2026 Annual General Meeting of Vistry Group PLC ('Company') will be held on Wednesday, 13 May 2026, 12.00 noon at the offices of Linklaters LLP, 20 Ropemaker Street, London, EC2Y 9AR.

ORDINARY RESOLUTIONS

ANNUAL REPORT

To receive the audited accounts of the Company for the year ended 31 December 2025, together with the Strategic report, Directors' report and the Independent Auditors report on those accounts (the 'Annual Report and Accounts 2025').

DIRECTORS' REMUNERATION REPORT

To approve the Directors' Remuneration report in the form set out on pages 108 to 119 of the Company's annual report and accounts for the year ended 31 December 2025 in accordance with section 439 of the Companies Act 2006 (the '2006 Act').

DIRECTORS' REMUNERATION POLICY

To approve the New Policy in the form set out on pages 120 to 123 in the Annual Report and Accounts 2025.

ADOPTION OF THE LONG TERM INCENTIVE PLAN

That the rules of the 2026 LTIP, the principal features of which are summarised in Appendix 1 on pages 18 and 19 of this Notice and in the form produced in draft to the Meeting and for the purpose of identification, initialed by the Chair, be approved and adopted and that the Board be authorised to:

(a) do all such other acts and things as they may consider appropriate to implement the 2026 LTIP, including making such modifications as the directors consider appropriate to take account of the requirements of the UK Listing Rules and best practice; and

(b) establish further plans based on the 2026 LTIP but modified to take account of local tax, exchange controls or securities laws outside the UK, provided that any new issue or treasury shares made available under such further plans are treated as counting against the plan limits as set out in the 2026 LTIP.

ELECTION AND RE-ELECTION OF DIRECTORS

To re-elect Gregory Paul Fitzgerald as a director of the Company
To re-elect Timothy Charles Lawlor as a director of the Company
To re-elect Robert Stanley Lawrence Woodward as a director of the Company
To re-elect Rowan Clare Baker as a director of the Company
To re-elect Usman Shamshad Nabi as a director of the Company
To re-elect Paul William Whetsell as a director of the Company
To re-elect Alice Elizabeth Woodward as a director of the Company
To elect Susan Jane Farr as a director of the Company

RE-APPOINTMENT OF AUDITORS AND AUDITORS' REMUNERATION

To re-appoint PricewaterhouseCoopers LLP as auditor of the Company, to hold office until the conclusion of the next general meeting at which the Company's accounts are to be laid.
To authorise the Audit Committee (for and on behalf of the Board of Directors) to determine the remuneration of the Company's auditor.

POLITICAL DONATIONS

That the Company and all companies that are its subsidiaries, at any time until the conclusion of the next Annual General Meeting of the Company (or if earlier the date which is 15 months after the date on which this resolution is passed) be generally authorised to:

(a) make political donations to political parties and/or independent election candidates not exceeding £100,000 in total;

Vistry Group PLC

NOTICE OF MEETING
continued

(b) make political donations to political organisations other than political parties not exceeding £100,000 in total; and
(c) incur political expenditure not exceeding £100,000 in total,

provided that the total amount of all such donations and expenditure made by all companies to which this authority relates shall not exceed £100,000.

For the purposes of this resolution, the terms "political donation", "political parties", "independent election candidates", "political organisation" and "political expenditure" have the meanings given by sections 363 to 365 of the 2006 Act.

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 pursuant to and in accordance with section 551 of the 2006 Act

(a) up to an aggregate nominal amount of £53,026,244; and
(b) comprising equity securities (as defined in section 560(1) of the 2006 Act) up to a further nominal amount of £53,026,244 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 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.

For the purposes of this Resolution 16:

a "pre-emptive offer" means an offer of equity securities open for acceptance for a period fixed by the Directors to (i) holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings, and (ii) other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory; and
the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

SPECIAL RESOLUTIONS

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 apply to such allotment, 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, such authority:

(a) to be limited to allotments in connection with a pre-emptive offer;
(b) to be limited, otherwise than in connection with a pre-emptive offer, to allotments up to an aggregate nominal amount of £15,923,797; and
(c) to be limited, otherwise than under paragraphs (a) and (b) above, to allotments up to an aggregate nominal amount equal to 20% of any allotment made from time to time under paragraph (b) 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,

Notice of Meeting 2026 | 4

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.

For the purposes of this Resolution 17:

pre-emptive offer* has the meaning given to it in Resolution 16;
references to an allotment of equity securities shall include a sale of treasury shares; and
the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

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) to be limited to the allotment of equity securities to an aggregate nominal amount of £15,923,797; 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) a 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) otherwise than under paragraph (a) above, limited to allotments up to an aggregate nominal amount 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 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 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.

NOTICE OF GENERAL MEETING

That, and until the conclusion of the 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.

5 | Vistry Group PLC

NOTICE OF MEETING
continued

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) this authority shall be limited so that the number of ordinary shares of 50 pence each which may be acquired pursuant to this authority does not exceed an aggregate of 47,739,543 ordinary shares;

(b) the maximum (exclusive of expenses) price which may be paid for each ordinary share shall be the 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) the minimum price (exclusive of expenses) which may be paid for an ordinary share shall be the nominal value of such ordinary share; and

(d) this authority shall expire at 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 (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.

By Order of the Board

CLARE BATES

Chief People Officer & General Counsel

Company Secretary

19 March 2026

Notice of Meeting 2026 | 6

EXPLANATORY NOTES

Resolutions 1 to 16 (inclusive) will be proposed as ordinary resolutions. For each of these resolutions to be passed, more than half of the votes cast must be in favour of the resolution.

Resolutions 17 to 20 (inclusive) will be proposed as special resolutions. For each of these resolutions to be passed, at least three quarters of the votes cast must be in favour of the resolution.

RESOLUTION 1: REPORT AND ACCOUNTS

The Directors are required to present to shareholders at the Annual General Meeting the report of the Directors, the Strategic report and the accounts of the Company for the year ended 31 December 2025. The report of the Directors, the Strategic report, the accounts, the report of the Company's auditors on the accounts and those parts of the Directors' Remuneration report that are capable of being audited are contained in the Company's annual report and accounts for the year ended 31 December 2025 (the 'Annual Report and Accounts 2025') which can be found at www.vistry.co.uk/investors/annual-report-2025.

RESOLUTION 2: DIRECTORS' REMUNERATION REPORT

Under section 439 of the Companies 2006 Act, the Directors are required to present the Directors' Remuneration report prepared, in accordance with Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended), for the approval of shareholders by way of an advisory vote. The Directors' Remuneration report, which can be found on pages 108 to 119 of the Annual Report and Accounts 2025, gives details of the Directors' remuneration for the year ended 31 December 2025 and sets out the way in which the Company has implemented the Remuneration Policy approved by shareholders at the General Meeting in August 2023.

The Company's auditors, PricewaterhouseCoopers LLP, have audited those parts of the Directors' Remuneration report capable of being audited and their report may be found on pages 134 to 145 of the Annual Report and Accounts 2025.

The vote on the Directors' Remuneration report is advisory in nature in that payments made or promised to Directors will not have to be repaid, reduced or withheld in the event that this resolution is not passed.

RESOLUTION 3: DIRECTORS' REMUNERATION POLICY

This resolution is a binding resolution to approve the New Policy.

The New Policy is proposed following a comprehensive review by the Remuneration Committee of the existing Directors' Remuneration Policy to ensure it remains appropriate to support the business and takes into account evolving best practice and regulatory developments. As part of the New Policy, the Remuneration Committee is proposing to introduce the flexibility to grant hybrid long term incentive awards, comprising a combination of performance and restricted share awards for Executive Directors.

In addition, it is proposed in the New Policy to reduce or waive the deferment of annual bonus into shares for an Executive Director once they have achieved and maintained their shareholding guideline. Further, it is proposed that the Remuneration Committee would have flexibility to change the deferral mechanism from one-third of bonus earned deferred into shares to any bonus earned over 100% of salary deferred into shares.

Details of the New Policy and key changes from the existing Remuneration Policy are detailed on pages 120 to 127 of the Annual Report and Accounts 2025 as well as how the New Policy, if approved, will be implemented during 2026.

The remuneration arrangements in relation to Greg's departure from the Company will be disclosed on the Company's website at the appropriate time in accordance with section 430(2B) of the 2006 Act.

In accordance with the 2006 Act, shareholders are invited to approve the New Policy contained in the Directors' Remuneration report.

Vistry Group PLC

NOTICE OF MEETING
continued

If approved, the New Policy will replace the Directors' Remuneration Policy approved in 2023, becoming effective following the Annual General Meeting. As the 2006 Act requires the directors' remuneration policy to be put to shareholders for approval at least every three years, the New Policy will then be valid for three years, subject to any earlier approval of an amended or revised policy by shareholders.

The vote on this resolution to approve the New Policy is binding. Therefore, if approved, directors will only be able to make remuneration payments in accordance with the New Policy, unless such payments have otherwise been approved by a separate shareholder resolution, and any future changes to the New Policy will require shareholder approval.

RESOLUTION 4: ADOPTION OF LONG TERM INCENTIVE PLAN

This resolution seeks shareholder approval of the adoption of a new share-based incentive plan, the 2026 LTIP, in order to facilitate the implementation of the New Policy.

As set out in the New Policy at pages 120 to 127 of the Annual Report and Accounts 2025, the Remuneration Committee proposes to introduce the flexibility to grant hybrid long-term incentive awards comprising a combination of performance and restricted share awards to Executive Directors. This blended approach seeks to strike an appropriate balance between motivating and rewarding performance and, importantly, supporting executive retention. It introduces a predictable reward framework to the Company's arrangements in a time of macroeconomic uncertainties, whilst preserving a strong alignment with long-term corporate performance. The 2026 LTIP is therefore proposed in order to facilitate the grant of the combination of both performance and restricted share awards in line with the New Policy.

Pay for executives below Board already incorporates a hybrid model. The Company is proposing to adopt the 2026 LTIP to facilitate the implementation of the New Policy by giving the Remuneration Committee the ability to grant awards of restricted shares to Executive Directors, in combination with performance shares. It is intended that the 2026 LTIP will, from the date of approval, be the main vehicle for the provision of incentives to Executive Directors and senior executives of the group. As described in the Annual Report and Accounts 2025, it is intended that the first grants under the 2026 LTIP will be made following the Annual General Meeting.

Participation by Executive Directors in the 2026 LTIP, including the maximum annual award level for Executive Directors, will be in accordance with the Directors' Remuneration Policy as approved by shareholders from time to time. As set out on page 122 of the Annual Report and Accounts 2025, the New Policy provides an annual award limit for Executive Directors equivalent to 300% of base salary (in line with the current Directors' Remuneration Policy). To reflect the increased certainty compared to performance share awards, the New Policy also provides that the Remuneration Committee will apply a 50% discount for any awards made as restricted share awards.

In designing the New Policy and the 2026 LTIP, the Remuneration Committee has carefully considered investor expectations in respect of hybrid long-term incentive schemes, including the Investment Association's Principles of Remuneration. Consequently, in addition to applying a 50% discount for any awards made as restricted share awards, the Remuneration Committee will also retain the ability to apply discretion if judged appropriate to adjust the formulaic level of vesting to ensure this reflects the experience of Vistry Group's shareholders and overall business performance.

Also taking account of updated investor expectations, the 2026 LTIP will place a limit on the number of shares that can be committed to be issued in any ten-year rolling period to ten percent of the Company's share capital, but without applying a subsidiary five per cent limit to the 2026 LTIP. The Company carefully monitors share plan grants against this dilution limit, and has no current intention or expectation that grants under the 2026 LTIP, in conjunction with grants already made under the existing LTIP, would exceed five per cent of share capital. However, the Remuneration Committee has reflected on the ten-year duration of the 2026 LTIP, and therefore views the flexibility this approach provides appropriate to ensure that the Company has sufficient flexibility over the full life of this plan.

A summary of the principal features of the 2026 LTIP are set out in Appendix 1 to this Notice on pages 18 and 19.

Notice of Meeting 2026 | 8

RESOLUTIONS 5 TO 12: ELECTION AND RE-ELECTION OF DIRECTORS

In accordance with the recommendations of the UK Corporate Governance Code and the requirements of the Company's Articles of Association, all directors retire at the AGM and those wishing to serve again offer themselves for re-election. Sue Farr was appointed to the Board on 1 October 2025 and will be standing for election, all the remaining Directors will be submitting themselves for re-election by shareholders at the forthcoming AGM.

The Board has carefully considered whether each of the Non-Executive Directors is free from any relationship that could materially interfere with the exercise of their independent judgement. It has concluded that each Non-Executive Director is independent (with the exception of Usman Nabi who is a representative of Browning West LP, the Company's second largest shareholder as at the date of this Notice).

The Board recognises the importance of ensuring all directors, and particularly those in board leadership roles, are able to dedicate sufficient time to discharge their responsibilities effectively. Accordingly, before appointing Rowan Baker as Senior Independent Director the Nomination Committee undertook an assessment of Rowan's time commitments during the year, including the demands of the Senior Independent Director and Audit Committee Chair roles and her executive responsibilities elsewhere. The Committee concluded that Rowan has sufficient capacity taking into account the scope and stability of her executive responsibilities at Essentra plc, that Vistry is her only non-executive director role and her consistent attendance, thorough preparation and strong contribution to Board and Committee meetings. The Board is satisfied that Rowan's external executive role does not impair her availability or effectiveness as Chair of the Audit Committee and Senior Independent Director.

The Board has also reviewed and concluded that each Non-Executive Director possesses the necessary mix of skills and experience to continue to contribute effectively to the Company's long-term sustainable success. The Board believes that the Directors' combined experience and contribution is a great asset to the Board and to the Company and continues to be important to the Company's long-term sustainable success. The Board, therefore, strongly supports and recommends the appointment and re-appointment (as applicable) of the Directors to shareholders.

Biographical details of all the Directors standing for election and re-election can be found on pages 68 and 69 of the Annual Report and Accounts 2025.

| GREG FITZGERALD
CEO | · Extensive operational and leadership experience within the construction industry. |
| --- | --- |
| | · Will step down as Chair from conclusion of the AGM but will continue to serve as CEO for up to 12 months, or until his successor is appointed. Was previously Chief Executive at Galliford Try as well as Non-Executive Chair. |
| | · Led the delivery of the Vistry Group revised strategy transition to the partnerships model. |
| TIM LAWLOR
EXECUTIVE DIRECTOR | · Leadership, strategic focus, extensive corporate and commercial experience, financial and accounting experience. |
| | · Sets the financial strategy for the Group and covers all areas of finance. |
| ROB WOODWARD
CHAIR | · Experienced CEO with executive and operational transformation experience within listed companies. |
| | · Transitioning to Chair at conclusion of the AGM. Holds current Chair and Non-Executive Director roles in listed organisations. |
| ROWAN BAKER
SENIOR INDEPENDENT
DIRECTOR | · Highly experienced CFO at Essentra plc and previously served as CFO of Laing O'Rourke PLC which is in the construction and development sector. |
| | · Extensive experience of the construction industry and the challenges it faces to improve productivity, deliver greater certainty for clients and overcome a long-standing skills shortage. |
| | · Chair of the Audit Committee and taking up role of Senior Independent Director at conclusion of the AGM. |
| USMAN NABI
NON-EXECUTIVE DIRECTOR | · Experienced Non-Executive Director with strong board and broad strategic advisory experience. |
| | · Highly experienced investor in the US and UK. |
| | · Strong focus on increasing shareholder value. |

Vistry Group PLC

NOTICE OF MEETING
continued

| PAUL WHETSELL
INDEPENDENT NON-EXECUTIVE DIRECTOR | • Experienced CEO and Non-Executive Director serving on boards of listed companies with industry experience, having served on the board of a leading American homebuilder, NVR, Inc..
• Chair of the Remuneration Committee. |
| --- | --- |
| ALICE WOODWARK
INDEPENDENT NON-EXECUTIVE DIRECTOR | • CEO of Vp Plc and experience holding senior executive roles within FTSE companies. Extensive experience within management consultancy across the UK and US.
• Strong focus on delivering strategic and operational change and investment in people driven culture. |
| SUE FARR
INDEPENDENT NON-EXECUTIVE DIRECTOR | • Extensive experience in marketing brands and corporate communications sector.e.
• Holds current Senior Independent Director and Chair of Remuneration Committee roles in listed companies and significant experience on FTSE boards. |

RESOLUTIONS 13 AND 14: RE-APPOINTMENT OF AUDITOR AND AUDITOR'S REMUNERATION

The auditor of a company must be appointed at each general meeting at which accounts are presented. Resolution 13 proposes the re-appointment of the Company's existing auditor, PricewaterhouseCoopers LLP, as the Company's auditor for a further year.

Resolution 14 gives authority to the Audit Committee (on behalf of the Board of Directors) to determine the auditor's remuneration. Details on how the Audit Committee assessed the performance, effectiveness and independence of the auditor is detailed within the Audit Committee report found on page 102 of the Annual Report and Accounts 2025.

RESOLUTION 15: POLITICAL DONATIONS

Part 14 of the 2006 Act requires companies to obtain shareholders' authority for donations to registered political parties and other political organisations totaling more than £5,000 in any twelve-month period, and for any political expenditure, subject to limited exceptions.

The definition of donation in this context is very wide and extends to bodies such as those concerned with policy review, law reform and the representation of the business community. It could include special interest groups, such as those involved with the environment, which the Company and its subsidiaries might wish to support, even though these activities are not designed to support or influence support for a particular party.

It remains the Group's policy not to make political donations or incur political expenditure as those expressions are normally understood. However, it is possible that certain routine activities undertaken by the Company and its subsidiaries might unintentionally fall within the wide definition of matters constituting political donations and expenditure in the 2006 Act. Any expenditure that is regulated under the 2006 Act must first be approved by shareholders and will be disclosed in next year's Annual Report. This resolution, if passed, will give the Directors authority to make political donations and incur political expenditure until the next Annual General Meeting of the Company (when the Directors intend to review this authority to make donations and incur expenditure which might otherwise be caught by the terms of the 2006 Act), up to an aggregate of £100,000.

There were no political donations made in 2025.

RESOLUTION 16: AUTHORITY TO ALLOT SHARES

The authority given to your Directors at last year's Annual General Meeting under section 551 of the 2006 Act to allot shares expires on the date of the forthcoming Annual General Meeting. Accordingly, limb (a) of Resolution 16 seeks to grant a new authority under section 551 to authorise the Directors to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company up to an aggregate nominal amount of £53,026,244 and limb (b) of Resolution 16 also gives the Board authority to allot, in addition to these shares, further of the Company's shares up to an aggregate nominal amount of £53,026,244 in connection with a pre-emptive offer to existing members in connection with a pre-emptive offer (with exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory). This is in accordance with the Investment Association's Share Capital Management Guidelines.

Notice of Meeting 2026 | 10

The amount of £53,026,244 in limb (a) of Resolution 16 represents approximately 33% of the Company's total ordinary share capital in issue as at the close of business on 18 March 2026 (being the latest practicable date prior to publication of this Notice). The amount of £53,026,244 in limb (b) of Resolution 16 represents approximately 33% of the Company's total ordinary share capital in issue as at the close of business on 18 March 2026 (being the latest practicable date prior to publication of this Notice). The aggregate of the amounts in paragraphs (a) and (b) of Resolution 16 therefore represents a total of approximately 66% of the whole of the issued ordinary share capital of the Company, exclusive of shares held in treasury, as at the close of business on 18 March 2026. The Company held 953,492 shares in treasury as at the close of business on 18 March 2026 which represents 0.30% of the total number of ordinary share in issue, excluding shares held in treasury, at that date.

The Board has no present intention to undertake a pre-emptive offer or to allot new shares other than in connection with employee share schemes. The Company currently operates an Employee Benefit Trust for the purpose of satisfying options and share awards (further details of which can be found on page 14 of this Notice); however the Directors regard it appropriate to ensure that the Company maintains the maximum flexibility as permitted by the Investment Association's Share Capital Management Guidelines and so that allotments can be made (should it be desirable and should suitable market conditions arise) at short notice and without the need to convene a general meeting of the Company which would be both costly and time consuming.

If the resolution is passed, the authority granted under Resolution 16 will expire at the conclusion of the next Annual General Meeting after the passing of this resolution, or, if earlier, 15 months after the date on which this resolution is passed. The Directors intend to seek renewal of this authority at subsequent Annual General Meetings.

In 2025, the Company allotted 8,830 ordinary shares in connection with the exercise of options under the Company's employee share plans.

RESOLUTIONS 17 & 18: GENERAL AND ADDITIONAL DISAPPLICATION OF PRE-EMPTION RIGHTS

Under section 561(1) of the 2006 Act, if the Directors wish to allot ordinary shares, or grant rights to subscribe for, or convert securities into, ordinary shares (which for this purpose includes a sale of treasury shares for cash), other than pursuant to an employee share scheme, they must first offer them to existing shareholders in proportion to their holdings. There may be occasions, however, when the Directors need the flexibility to finance business opportunities by the issue of shares without a pre-emptive offer to existing shareholders. This cannot be done under the 2006 Act unless the shareholders have first waived their pre-emption rights. The purpose of these resolutions is to give the Board such flexibility, in line with the limits set by the guidance of the UK's Pre-Emption Group and supported by the Pensions and Lifetime Savings Association and by the Investment Association as representatives of share owners and investment managers.

Resolutions 17 and 18 are each proposed as special resolutions. Limb (a) of Resolution 17 will, if passed, allow the Directors to allot a limited number of ordinary shares or other equity securities, or sell treasury shares, for cash on a pre-emptive basis but subject to such exclusions or arrangements as the Directors may deem appropriate to deal with certain legal, regulatory or practical difficulties. For example, in a pre-emptive rights issue, there may be difficulties in relation to fractional entitlements or the issue of new shares to certain shareholders, particularly those resident in certain overseas jurisdictions. Limb (b) of Resolution 17 will, if passed, allow the Directors to allot new shares or other equity securities pursuant to Resolution 16, or sell treasury shares, for cash without first being required to offer such shares to existing shareholders in proportion to their existing holdings up to an aggregate maximum nominal amount of £15,923,797 (which includes, for this purpose, the sale on a non-pre-emptive basis of any shares held in treasury).

This amount represents approximately 10% of the issued ordinary share capital of the Company, excluding shares held in treasury, and approximately 9.97% of the total issued share capital of the Company, including shares held in treasury, on 18 March 2026 (the latest practicable date prior to the publication of this Notice).

11 | Vistry Group PLC

NOTICE OF MEETING
continued

In addition, the Pre-Emption Group's Statement of Principles (as last updated in November 2022) support the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities and sales of treasury shares for cash where these represent no more than an additional 10% of issued ordinary share capital (exclusive of shares held in treasury), and are used only in connection with an acquisition or specified capital investment.

The Pre-Emption Group's Statement of Principles defines "specified capital investment" as meaning one or more specific capital investment related uses for the proceeds of an issue of equity securities, in respect of which sufficient information regarding the effect of the transaction on the Company, the assets the subject of the transaction and (where appropriate) the profits attributable to them is made available to shareholders to enable them to reach an assessment of the potential return. Accordingly, the purpose of limb (a) of Resolution 18 is to authorise the Directors to allot new shares and other equity securities, or sell treasury shares for cash, pursuant to the authority to allot granted by Resolution 16, only in connection with an acquisition or other capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding twelve-month period and is disclosed in the announcement of the issue, up to a further maximum aggregate nominal amount of 15,923,797.

This represents approximately 10% of the issued ordinary share capital of the Company, excluding shares held in treasury, and approximately 9.97% of the total issued share capital of the Company, including shares held in treasury, on 18 March 2026, (the latest practicable date prior to the publication of this Notice). The additional authority to allot up to approximately 10% of the issued ordinary share capital is sought for use in connection only with an acquisition or specified capital investment of a kind contemplated by the Pre-Emption Group's Statement of Principles on Disapplying Pre-Emption Rights and not for general corporate purposes.

Finally, the Statement of Principles referred to above also details the concept of "follow-on" offers to help existing and retail investors to participate in equity issues. This is in line with the recommendations for improving capital raising processes which were made by the UK Secondary Capital Raising Review in July 2022. The purpose of limb (c) of Resolution 17 and limb (b) of Resolution 18 is therefore to give the Directors the flexibility to make a follow-on offer.

This wording has been drafted in accordance with the template resolutions published by the Pre-Emption Group in November 2022. The features of follow-on offers which are set out in the Statement of Principles (in Part 2B, paragraph 3) include an individual monetary cap of not more than £30,000 per ultimate beneficial owner, limits on the number of shares issued in any follow-on offer (not more than 20% of the number issued in the placing), and limits on the price (equal to, or less than, the offer price in the placing). The maximum amount which can be issued in a follow-on offer is £6,369,518. This amount is in addition to the amounts authorised for the general use authority and authority for acquisitions and specified capital investments described above, and, in total, is equivalent to 4% of the total issued ordinary share capital of the Company, excluding shares held in treasury, and 3.99% of the total issued ordinary share capital of the Company, including shares held in treasury, as at the close of business on 18 March 2026 (the latest practicable date prior to the publication of this Notice).

The Directors do not have any present intention of exercising the authorities under Resolutions 15 and 16 but consider the authorities appropriate to, as noted above, allow the Company the flexibility to finance business opportunities by the issue of shares without a pre-emptive offer to existing shareholders. Any such issuance would occur in prior consultation with the relevant investor groups.

The Board confirms that, it intends to follow the shareholder protections set out in Section 2B of the Pre-Emption Group's Statement of Principles and, for any follow-on offer made, the expected features set out in paragraph 3 of Section 2B of the Pre-Emption Group's Statement of Principles.

Notice of Meeting 2026 | 12

The Directors believe that the authorities sought in these resolutions are in the best interests of the Company and note that they comply with the IA guidelines and the Pre-Emption Group's Statement of Principles.

If the resolutions are passed, the authorities granted under Resolutions 17 and 18 will expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, 15 months after the date on which this resolution is passed.

The Company did not utilise the authority granted under this resolution in 2025.

RESOLUTION 19: NOTICE OF GENERAL MEETINGS

This resolution is required as a result of the implementation in 2009 of the Shareholder Rights Directive. The regulation implementing this Directive increased the notice period for general meetings under the 2006 Act to 21 days.

The Company will be able to continue to call general meetings (other than an Annual General Meeting) on 14 clear days' notice as long as shareholders have approved the calling of meetings on 14 days' notice. Resolution 18 seeks such approval. The approval will be effective until the Company's next Annual General Meeting, where it is intended that a similar resolution will be proposed. The Company will also need to meet the requirements for electronic voting under the Directive before it can call a general meeting on 14 days' notice. It is confirmed that the ability to call a general meeting on 14 clear days' notice would only be utilised in limited circumstances and where the shorter notice period will be to the advantage of shareholders as a whole.

RESOLUTION 20: AUTHORITY TO PURCHASE OWN SHARES

In this resolution, shareholders are being asked to grant the Board authority to buy the Company's own shares, subject to the constraints set out in Resolution 20.

The Directors recognise the importance of capital distributions to shareholders. Any surplus capital following investment in the business to support the Group's growth strategy and the ordinary distribution is expected to be returned to the Group's shareholders through either an incremental share buyback or a special dividend, with the method being determined by the Board considering all relevant factors at the time.

The Board utilised the authority granted at the 2025 AGM to continue to purchase own shares during 2025 and into 2026. On 12 September 2024, the Vistry announced a capital distribution by way of a share buyback programme of £130m and as at 18 March 2026, the Group has completed £103m and purchased 15,792,379 ordinary shares as part of the Programme. The Board proposes to maintain the same level of authority approved by shareholders at the 2026 Annual General Meeting and seek authority to purchase up to 14.99% of the Company's total ordinary share capital (excluding treasury shares).

This is intended to provide the Board with flexibility to manage the Company's share capital and make returns to shareholders and this authority would allow the Company to deliver distributions to shareholders through further share buybacks in line with the Group's capital allocation policy. The Directors will exercise the authority to make market purchases of the Company's own shares only when to do so would be in the best interest of the Company and would promote the success of the Company for the benefit of its shareholders as a whole, and would lead to an increase in the Company's earnings per share. The Board will evaluate additional special distributions throughout the year.

This resolution therefore authorises the Company to make market purchases of up to 47,739,543 of its own shares, representing approximately 14.99% of the Company's total ordinary share capital (excluding treasury shares) in issue as at 18 March 2026 (being the latest practicable date prior to publication of this Notice). Before exercising such authority, the Directors would ensure that the Company was complying with the current relevant UK Listing Authority rules and Investment Association guidelines.

13 | Vistry Group PLC

NOTICE OF MEETING
continued

Any shares purchased would be cancelled or purchased into treasury which the Company can re-issue quickly and cost effectively providing the Company with additional flexibility in the management of its capital base. As at 18 March 2026, the Company held 850,123 shares in treasury. The Company does not intend to hold more than 10% of its shares in treasury in accordance with the IA Share Capital Management guidelines. Any purchases of ordinary shares would be by means of market purchases through the London Stock Exchange, subject to minimum and maximum price limits which may be paid for any shares purchased under this authority, which reflect the requirements of the Listing Rules. The authority will only be valid until the conclusion of the next Annual General Meeting in 2027.

The Company operates an Employee Benefit Trust (the "EBT") which holds shares for the purpose of satisfying options or share awards issued pursuant to the Company's employee share schemes. At present, awards issued pursuant to the employee share schemes are satisfied through the EBT or by transferring shares out of treasury; however the Directors reserve their position, and may elect to repurchase shares. As at 31 December 2025, 198,142 shares were held in the EBT.

As at 18 March 2026 (this being the latest practicable date prior to the publication of this Notice), there were options over 2,635,513 ordinary shares in the capital of the Company which represent 0.83% of the Company's issued ordinary share capital at that date (excluding shares held in treasury). If the authority to purchase the Company's ordinary shares was exercised in full, these options would represent 0.92% of the Company's issued ordinary share capital.

RECOMMENDATION

The Directors consider that all the resolutions to be put to the meeting promote the success of the Company for the benefit of its shareholders as a whole. Your Board will be voting in favour of them and unanimously recommends that you do so as well.

RIGHT TO ATTEND, VOTE AND ASK QUESTIONS

(i) The Company gives notice that only holders of ordinary shares entered on the Register of Members no later than 8.00pm on 11 May 2026 (or, in the event of any adjournment, 6.30pm on the day which is two business days before the adjourned meeting) will be entitled to attend and vote at the meeting. A member may vote in respect of the number of ordinary shares registered in the member's name at that time. Changes to entries on the register after the relevant deadline shall be disregarded in determining the rights of any person to attend or vote at the meeting.

(ii) Only shareholders (or their appointed proxies or corporate representatives) are entitled to attend, speak and vote at the meeting. They have the right to ask questions relating to the business being dealt with at the meeting which, in accordance with section 319A of the 2006 Act and subject to some exceptions, the Company must cause to be answered. Questions may be asked in advance of the meeting and should be received by 5.00pm on 12 May 2026 by email to [email protected] or by post to the Group Company Secretary at 11 Tower View, Kings Hill, West Malling, Kent ME19 4UY.

VOTING

(iii) Voting on all substantive resolutions will be by way of a poll. When announcing the results of the poll vote, the Company will disclose the total number of votes in favour and against as well as the number of abstentions on the Company website (vistry.co.uk) and through a RIS announcement. If a member returns both paper and electronic proxy instructions, those received last by the Registrar before the latest time for receipt of proxies will take precedence. Members are advised to read the website terms and conditions of use carefully.

Notice of Meeting 2026 | 14

APPOINTMENT OF PROXIES

(iv) A shareholder entitled to attend and vote at the meeting may appoint a proxy or proxies (who need not be a shareholder of the Company) to exercise all or any of his or her rights to attend the meeting, ask questions and vote at the meeting. Where more than one proxy is appointed, each proxy must be appointed for different shares.

(v) Participants of the Vistry Group Share Incentive Plan may instruct the trustee to vote on their behalf on a poll.

(vi) A proxy form which may be used to make such appointment and give the proxy instructions accompanies this Notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact the Company's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY.

(vii) The proxy form must be executed by or on behalf of the member making the appointment. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares. The proxy form must specify the number of shares in relation to which each proxy is appointed. A corporation may execute the form(s) of proxy either under its common seal or under the hand of a duly authorised officer, attorney or other authorised person.

(viii) The signature of any one holder will suffice when completing the proxy/voting form. If multiple instructions are received, the instructions of the most senior joint holder will be accepted in priority to other instructions. Seniority will be determined by the order in which the names stand in the register of members for the joint holding.

(ix) The proxy form and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority must be received at the office of the Company's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or received via the Computershare website, (investorcentre.co.uk/eproxy) (full details of the procedures are given in the notes to the proxy form enclosed with the report and accounts and on the website) not less than 48 hours (excluding non-working days) before the time for holding the meeting (or, in the case of an adjournment, not less than 48 hours (excluding non-working days) before the time for holding such adjourned meeting).

(x) If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 12.00 noon on 11 May 2026 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

(xi) 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 3RA50) not later than 48 hours (excluding non-working days) before the time appointed for holding the meeting (and any adjournment of the meeting) in accordance with the procedures described in the CREST Manual. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. After this time any change of instructions to a proxy appointed through CREST should be communicated to the proxy by other means. CREST personal members or other CREST sponsored members, and those CREST members who have appointed voting service provider(s) should contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and system timings please refer to the CREST manual. 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.

NOTICE OF MEETING
continued

(xii) CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST proxy instructions and the appropriate CREST message must be properly, authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions and described in the CREST Manual (available via euroclear.com CREST). It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings.

NOMINATED PERSONS

(xiii) Any person to whom this Notice is sent who is a person nominated under section 146 of the 2006 Act to enjoy information rights (a "Nominated Person") may have a right, under an agreement between him and the member by whom he was nominated, to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights. The statement of the rights of members in relation to the appointment of proxies in paragraph (iv) above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by members of the Company.

TOTAL VOTING RIGHTS

(xiv) As at 18 March 2026 (being the last practicable date prior to the publication of this Notice) the Company's issued share capital consists of 319,429,433 ordinary shares, with 953,492 ordinary shares held in treasury. Therefore, the total voting rights in the Company as at 18 March 2026 are 318,475,941 carrying one vote each on a poll.

WEBSITE PUBLICATION OF AUDIT CONCERNS

(xv) Under section 527 of the 2006 Act, members meeting the relevant threshold requirements set out in that section may require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the last Annual General Meeting that the members propose to raise at the Annual General Meeting. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the 2006 Act. Where the Company is required to place a statement on a website under section 527 or 528 (requirements as to website availability) of the 2006 Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the 2006 Act to publish on a website.

SHAREHOLDER REQUISITION RIGHTS

(xvi) Under sections 338 and 338A of the 2006 Act, members meeting the threshold requirements in those sections have the right to require the Company: (a) to give, to members of the Company entitled to receive notice of the meeting, notice of a resolution which may properly be moved and is intended to be moved at the meeting; and/or (b) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business unless (i) (in the case of a resolution only) it would, if passed, be ineffective whether by reason of inconsistency with any enactment or the Company's constitution or otherwise, (ii) it is defamatory of any person, or (iii) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than 1 April 2026, being the date six weeks before the meeting, and (in the case of a matter to be included on the business only) must be accompanied by a statement setting out the grounds for the request.

Notice of Meeting 2026 | 16

17 | Vistry Group PLC

QUESTIONS

(xvii) All shareholders or their proxies will have the opportunity to submit questions during the AGM in person or through the electronic platform. A question may not be answered at the Meeting if it is not considered to be in the interests of the Company or the good order of the Meeting or if it would involve the disclosure of sensitive information. The Chair may also nominate a representative to answer a specific question after the Meeting or refer the questioner to the Company's website.

(xviii) Shareholders are invited to submit any questions prior to the AGM by contacting the Company by email at [email protected] or by post by to the Group Company Secretary at 11 Tower View, Kings Hill, West Malling, Kent ME19 4UY by 5.00pm on 12 May 2026. Responses to questions will be provided at the AGM.

WEBSITE INFORMATION

(xix) A copy of this Notice and other information required to be published in accordance with section 311A of the 2006 Act in advance of the Annual General Meeting can be found at vistry.co.uk.

DOCUMENTS AVAILABLE FOR INSPECTION

(xx) The following documents will be available for inspection at the Company's registered office, during normal business hours, on any weekday (excluding public holidays) from the date of this Notice until the date of the Annual General Meeting and on that date they will be available for inspection at the place of the meeting from 11.30am until the conclusion of the meeting:

(a) copies of the Directors' service contracts;
(b) copies of the terms and conditions of appointment for each Non-Executive Director;
(c) the register of Directors' interests; and
(d) the Company's Articles of Association.

(xxi) A copy of the rules of the 2026 LTIP are available for inspection at the National Storage Mechanism and at the place of the Meeting from 11:30am until the conclusion of the Meeting.

(xxii) The results of the voting at the Annual General Meeting will be announced through a RIS announcement and will appear on the Company's website, vistry.co.uk, as soon as reasonably practicable following the conclusion of the Annual General Meeting.

DATA PROTECTION

(xxiii) Data protection statement: your personal data includes all data provided by you, or on your behalf, which relates to you as a shareholder, including your name and contact details, the votes you cast and your Reference Number (attributed to you by the Company). The Company determines the purposes for which and the manner in which your personal data is to be processed. The Company and any third party to which it discloses the data (including the Company's Registrar) may process your personal data for the purposes of compiling and updating the Company's records, fulfilling its legal obligations and processing the shareholder rights you exercise.

APPENDIX 1

Summary of the principal terms of the Vistry Group Share Plan 2026 (the '2026 LTIP' and the 'Plan')

The principal terms of the 2026 LTIP are set out below.

OPERATION

The board of directors of the Company (the 'Board') will supervise the operation of the Plan. The Board can delegate its functions to any committee or other person. In respect of participation in the Plan by Executive Directors of the Company, the Plan will be operated by the Remuneration Committee.

ELIGIBILITY

Any current or former employee of any Member of the Group (including any executive director) will be eligible to participate in the Plan, subject to selection by the Board.

GRANT OF AWARDS

An award under the Plan (an 'Award') can take the form of:

a conditional right to acquire Shares at no cost to the participant (a 'Conditional Award');
an option to acquire Shares at an exercise price set by the Board at grant (which may be nil) (an 'Option'); or
any other form which the Board determines to be economically equivalent to an Option or a Conditional Award.

An Award may be granted as a:

"Performance Award" which is a performance award subject to one or more conditions;
a "Restricted Award" which is a restricted share award which may or may not be subject to any conditions; or
a combination of the two.

Awards granted under the Plan to Executive Directors shall be in accordance with the Directors' Remuneration Policy as approved by shareholders from time to time.

An Award may be granted on the basis that the participant will not receive Shares on vesting or exercise but will receive an equivalent value in cash.

Awards may be granted under the Plan in connection with the recruitment of an employee.

No awards will be granted after the tenth anniversary of the 2026 AGM.

No payment will be required for the grant of an award.

TIMING OF GRANTS

Awards may be granted at any time, subject to the market abuse rules. However, Awards to executive directors may only be granted within 42 days following: (i) the date of shareholder approval of the Plan; (ii) the announcement of the Company's results for any period; (iii) the date of any shareholder approval of the Directors' Remuneration Policy or any amendment to the Plan; or (iv) a change in applicable legislation or regulations affecting share plans, but may be granted at other times including as soon as practicable following the lifting of dealing restrictions which prevented the granting of awards in the periods listed above, or in connection with recruitment or other exceptional circumstances.

PLAN LIMITS

Awards granted to Executive Directors are subject to the limits in the Directors' Remuneration Policy from time to time. The New Policy proposed at the 2026 AGM provides an annual award limit for Executive Directors equivalent to 300% of base salary. The New Policy also provides that a 50% discount will be applied for any awards made as restricted share awards.

In any 10-year period, the number of shares issued or issuable under the Plan and under any other employees' share plan operated by the Company must not exceed 10% of the issued Share capital of the Company from time to time.

For the purposes of this limit, treasury Shares are treated as newly issued until such time as guidelines published by the Investment Association determine otherwise. Shares issuable in connection with dividend equivalents do not count towards this limit.

DIVIDENDS AND DIVIDEND EQUIVALENTS

An Award may be granted on the basis that the number of shares received after vesting or exercise will be increased to take account of any ordinary dividends (or such other distributions as the Board determines) with a record date between grant and vesting (or, in the case of an Award subject to a holding requirement, the end of the Holding Period (defined below) or any earlier date on which an Option becomes exercisable) that would have been paid on the number of shares that vest or that the participant will receive an equivalent cash payment. The basis for calculating dividend equivalents will be determined by the Board for each award and may assume notional re-investment of the dividends.

VESTING

Awards will normally vest over a period set by the Board at grant and only to the extent that any conditions set by the Board at grant have been met (see below).

The Board may decide that, instead of receiving shares on vesting or exercise, the participant will receive an equivalent amount in cash.

PERFORMANCE CONDITIONS

Vesting of an Award may (and in the case of a Performance Award) shall be subject to one or more conditions determined by the Board. The Board may make a Restricted Award subject to an "underpin" condition or similar. A condition and the performance period will normally be specified when the Award is granted.

The Board may replace or change a condition in accordance with its terms or if anything happens which causes the Board to consider it appropriate to do so, on such basis as the Board considers appropriate.

DISCRETION TO ADJUST VESTING

The Board may adjust positively or negatively (including to nil) the vesting of an Award if it considers it appropriate to do so. Factors which the Board could take into account in considering the exercise of this discretion could include an assessment of Company or Group performance, individual conduct or performance, an assessment of the value in respect of which the Award would otherwise vest, and any exceptional event that has affected the Company or the Group.

HOLDING PERIOD

Awards may be granted subject to a holding period ('Holding Period'). If a Holding Period applies to an Award, the delivery of the Shares in respect of which the Award has vested or been exercised will usually be delayed until the end of the Holding Period. The Holding Period will end in the event of certain corporate events.

MALUS AND CLAWBACK

The Plan includes malus and clawback provisions, which can apply in cases of a material misstatement of the group's financial results, there being an error in assessing any conditions applicable to the award, gross or serious misconduct of the participant, a material failure of risk management, circumstances of corporate failure, serious reputational damage to the Group, or any other exceptional event that has or may have a material effect on the value or reputation of the group (other than exceptional events which have a material adverse effect on global macroeconomic conditions), or, in relation to malus, any other event which the Board considers should give rise to the application of malus.

Notice of Meeting 2026 | 18

VISTRY GROUP PLC, 11 Tower View, Kings Hill, West Malling, Kent ME19 4UY. Company no. 00306718

APPENDIX 1 CONTINUED

Where malus or clawback is applied, the Board can:

reduce (including to zero) the number of shares in respect of which an award would otherwise vest;
impose additional conditions on the award; and/or
for a period of five years from grant (or such other period specified by the Board at grant), claw back shares or cash received by a participant on vesting or exercise.

The Board also has discretion to delay vesting of awards or exercise of options if they consider it appropriate to do so, including in cases where an investigation or similar is underway which could lead to the application of malus or clawback.

12. LEAVING EMPLOYMENT

Participants who leave employment prior to vesting will normally forfeit their Awards when they leave. However, Awards will not be forfeited if participants leave due to injury, disability, ill-health, redundancy, retirement, the sale or transfer of their employing company or business out of the Group or, at the discretion of the Board, for any other reason.

Where a participant leaves employment and their Awards do not lapse, Awards will continue and vest on the normal vesting date, unless the Board determines that the Award will instead vest on the date the participant leaves employment or on any later date. Awards will vest to the extent any conditions have been met and, unless the Board decides otherwise, the number of Shares under Award will be reduced on a pro-rata basis to reflect the proportion of the vesting period elapsed.

However, if the participant leaves (or gives or receives notice pursuant to which they will leave) on grounds or as a result of conduct that the Board determines amounts to misconduct (or at a time when the Board could have terminated employment on such grounds), any award (including any outstanding vested Option) will immediately lapse in full, unless the Board determines otherwise.

On the death of a participant, Awards vest on the date of death. Awards will vest to the extent any conditions have been or are likely to be met (unless the Board determines they will be deemed to be satisfied in full and/or waived) and, unless the Board decides otherwise, the number of Shares under Award will be reduced on a pro-rata basis to reflect the proportion of the performance period elapsed.

Where Awards are subject to a Holding Period, the shares are not normally forfeited except where the participant leaves or is terminated for misconduct (as described above) and the Holding Period will normally continue to apply unless the Board determines otherwise. The Holding Period will cease immediately in the case of a participant's death.

Options which do not lapse on leaving can be exercised during a period of 6 months from the date of leaving or the date of vesting, if later, or 12 months from the date of death.

13. CORPORATE EVENTS

In the event of a takeover, a scheme of arrangement or any change of control of the Company, all awards will vest at the time of the event to the extent that the Board determines any conditions have been or are likely to be satisfied taking into account such factors as the Board considers appropriate, and lapse to the extent they do not vest. The number of Shares which vest will be reduced pro-rata to reflect the proportion of the vesting period elapsed, unless the Board decides otherwise.

Alternatively, the Board may allow or require participants to exchange Awards for equivalent awards which relate to shares in the company which has acquired the Company.

Awards may also vest or be exchanged on the same basis if a demerger, delisting, distribution or other transaction which, in the opinion of the Board, would affect the current or future value of an award, or a reverse takeover, merger or other significant corporate event as determined by the Board, is proposed or occurs.

Options can be exercised, to the extent vested, for a limited period and will then lapse to the extent not exercised.

In certain circumstances and where determined by the Board, Options may be deemed to be exercised in the event of a court sanctioned compromise or arrangement.

14. CHANGES TO THE PLAN

The Board can amend the Plan in any way but shareholder approval will be required to amend certain provisions to the advantage of participants. These provisions relate to eligibility, individual and Plan limits, adjustments on variation in the Company's share capital and the amendment power.

The Board can, without shareholder approval:

change the Plan to obtain or maintain favourable tax, exchange control or regulatory treatment;
make certain minor amendments e.g., to benefit administration;
make changes to any conditions to an Award;
establish further plans based on the Plan but modified to take account of local securities laws, exchange controls or tax (but shares made available under such further plans will be treated as counting against any limits on participation as set out in the Plan); or
comply with or take account of the provisions of any proposed or existing legislation.

15. VARIATION OF CAPITAL

In the event of any variation of the Company's share capital, or in the event of a demerger, special dividend, distribution or other corporate event which might affect the current or future value of an award, the Board may adjust the description, class or number of shares subject to an award (including the method of calculating dividend equivalents), and in the case of an Option, the Option price (if any).

16. ISSUING SHARES FOR LESS THAN NOMINAL VALUE

If an Award is to be satisfied by the issue of new Shares, and the Award is a Conditional Award or an Option with an Option Price less than the nominal value of a Share, the Directors may capitalise the reserves of the Company.

17. GENERAL

Awards may be satisfied using cash, newly issued shares, treasury shares or shares purchased in the market.

Any shares issued pursuant to awards will rank equally with shares in issue on the date of allotment except in respect of rights arising by reference to a prior record date.

Awards are not transferable (other than on death) and are not pensionable.

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Vistry Group PLC — Proxy Solicitation & Information Statement 2026

4771_agm-r_2026-03-27_c0c90e10-0256-46e8-a672-f04881fb6001.pdf

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

VISTRY GROUP PLC

VISTRY GROUP PLC

ANNUAL REPORT AND ACCOUNTS

HOW TO VOTE

MY ROLE

BOARD CHANGES

DIRECTORS' REMUNERATION

SHAREHOLDER RETURNS

RECOMMENDATION

NOTICE OF MEETING

ORDINARY RESOLUTIONS

ANNUAL REPORT

DIRECTORS' REMUNERATION REPORT

DIRECTORS' REMUNERATION POLICY

ADOPTION OF THE LONG TERM INCENTIVE PLAN

ELECTION AND RE-ELECTION OF DIRECTORS

RE-APPOINTMENT OF AUDITORS AND AUDITORS' REMUNERATION

POLITICAL DONATIONS

AUTHORITY TO ALLOT SHARES

For the purposes of this Resolution 16:

SPECIAL RESOLUTIONS

GENERAL AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS

ADDITIONAL AUTHORITY TO DISAPPLY PRE-EMPTION RIGHTS

NOTICE OF GENERAL MEETING

AUTHORITY TO PURCHASE OWN SHARES

CLARE BATES

EXPLANATORY NOTES

RESOLUTION 1: REPORT AND ACCOUNTS

RESOLUTION 2: DIRECTORS' REMUNERATION REPORT

RESOLUTION 3: DIRECTORS' REMUNERATION POLICY

RESOLUTION 4: ADOPTION OF LONG TERM INCENTIVE PLAN

RESOLUTIONS 5 TO 12: ELECTION AND RE-ELECTION OF DIRECTORS

RESOLUTIONS 13 AND 14: RE-APPOINTMENT OF AUDITOR AND AUDITOR'S REMUNERATION

RESOLUTION 15: POLITICAL DONATIONS

RESOLUTION 16: AUTHORITY TO ALLOT SHARES

RESOLUTIONS 17 & 18: GENERAL AND ADDITIONAL DISAPPLICATION OF PRE-EMPTION RIGHTS

RESOLUTION 19: NOTICE OF GENERAL MEETINGS

RESOLUTION 20: AUTHORITY TO PURCHASE OWN SHARES

RECOMMENDATION

RIGHT TO ATTEND, VOTE AND ASK QUESTIONS

VOTING

APPOINTMENT OF PROXIES

NOMINATED PERSONS

TOTAL VOTING RIGHTS

WEBSITE PUBLICATION OF AUDIT CONCERNS

SHAREHOLDER REQUISITION RIGHTS

QUESTIONS

WEBSITE INFORMATION

DOCUMENTS AVAILABLE FOR INSPECTION

DATA PROTECTION

APPENDIX 1 CONTINUED

12. LEAVING EMPLOYMENT

13. CORPORATE EVENTS

14. CHANGES TO THE PLAN

15. VARIATION OF CAPITAL

16. ISSUING SHARES FOR LESS THAN NOMINAL VALUE

17. GENERAL

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Vistry Group PLC Proxy Solicitation & Information Statement 2026