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1 August 2023

Vistry Group plc

Notice of General Meeting ("General Meeting")

Vistry Group PLC ("Vistry") announces that a Notice of General Meeting (the "Notice") has today been published and is available on Vistry's website at www.vistrygroup.co.uk/general-meetings. The General Meeting will be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ on 30 August 2023 at 10.00 a.m.

Background to and purpose of the General Meeting

The purpose of the General Meeting is to propose to Vistry's shareholders for approval a revised Directors' Remuneration Policy (the "Revised Policy") and consequential amendments to the Vistry Group PLC Long Term Incentive Plan 2020 and the Vistry Group Deferred Bonus Plan 2022 which are necessary in order to be able to implement the Revised Policy.

At the time of announcing and then publishing the circular to shareholders in connection with the combination of Vistry with Countryside Partnerships plc ("Countryside" and the "Combination", respectively), Vistry noted that, following completion of the Combination, Vistry intended to review Vistry's existing incentive arrangements, including the approach to remuneration for its executive directors and may consider implementing new or revised incentives and/or a new or revised Directors' Remuneration Policy in due course. It was noted that Vistry intended to review such arrangements in consultation with shareholders in the enlarged group, and any revisions to its approach to remuneration for the executive directors would be submitted to shareholders for approval.

Following the successful completion of the Combination in November 2022, the Board and the Remuneration Committee have undertaken an in-depth review of the existing Directors' Remuneration Policy, with a view to ensuring that Vistry develops a policy that is aligned with its long-term strategy and best serves Vistry, its shareholders and stakeholders. The result of that review, as well as consultation with shareholders, is the Revised Policy (and the consequential amendments referred to above) which is being submitted to shareholders for approval at the General Meeting.

A detailed explanation of the background to the Revised Policy, the changes that are proposed and the rationale for those changes, as well as further details in relation to the shareholder consultation process, is set out in a letter from Paul Whetsell, Chair of the Remuneration Committee, on pages 5 to 8 of the Notice. The resolutions being proposed to Vistry's shareholders are set out on page 9 of the Notice.

Action to be taken by Vistry shareholders

Copies of the Notice will be dispatched to shareholders today. 

Vistry shareholders are encouraged to vote on the resolutions contained in the Notice, but should carefully read the Notice in its entirety before making any decision. The notes to the Notice on pages 12 to 15 of the Notice provide an explanation of how to attend and vote at the General Meeting, including how to appoint a proxy.

Shareholders who choose to attend the General Meeting in person should pre-register their intention to attend as soon as practicable by emailing [email protected] and by no later than 5.00 p.m. on 29 August 2023.

In accordance with Listing Rule 9.6.1, a copy of the Notice and related documents (where applicable) will also be submitted to the National Storage Mechanism, where they will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Enquiries:

Further information

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

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

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

Vistry's legal entity identifier is 2138001KOWN7CG9SLK53.