REG - Vistry Group PLC - Result of AGM

VistryAnnouncement

13/05/2026 16:45

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RNS Number : 2211E  Vistry Group PLC  13 May 2026

Vistry Group PLC (Company No: 00306718) ('Company')

Results of Poll Voting - AGM 2026

At the Company's 2026 Annual General Meeting ('AGM') held on Wednesday 13 May
2026, all resolutions put to the AGM were voted on by poll and were passed by
shareholders. The results will be available shortly on the Company's website
www.vistry.co.uk (http://www.vistry.co.uk) .

In accordance with UK Listing Rule 6.4.2, copies of the resolutions that do
not constitute ordinary business at an AGM are being submitted to the National
Storage Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

For information, the results of the poll voting are given below:

 RESOLUTION                                                                     VOTES        %       VOTES       %       VOTES        % of ISC VOTED  VOTES

FOR
AGAINST
TOTAL
WITHHELD
 1.    To receive the audited accounts of the Company for the year ended 31     198,878,388  99.95%  97,197      0.05%   198,975,585  62.58%          776,953
 December 2025, together with the Strategic report, Directors' report and the
 Independent Auditors report on those accounts.

 2.   To approve the Directors' Remuneration Report.                            125,844,754  63.05%  73,750,560  36.95%  199,595,314  62.77%          157,224
 3.    To approve the Directors' Remuneration Policy.                           126,772,105  63.56%  72,676,805  36.44%  199,448,910  62.73%          303,628
 4.    To adopt and approve the 2026 Long Term Incentive Plan.                  176,488,066  88.43%  23,097,072  11.57%  199,585,138  62.77%          167,305
 5.    Withdrawn
 6.    To re-elect Timothy Charles Lawlor as a director of the Company.         190,250,614  95.37%  9,245,892   4.63%   199,496,506  62.74%          256,032
 7.    To re-elect Robert Stanley Lawrence Woodward as a director of the        181,311,600  90.90%  18,149,231  9.10%   199,460,831  62.73%          291,407
 Company.
 8.    To re-elect Rowan Clare Baker as a director of the Company.              170,342,848  85.39%  29,153,489  14.61%  199,496,337  62.74%          256,201
 9.    To re-elect Usman Shamshad Nabi as a director of the Company.            196,982,058  98.73%  2,531,171   1.27%   199,513,229  62.75%          239,009
 10.  To re-elect Paul William Whetsell as a director of the Company.           164,687,568  82.62%  34,632,415  17.38%  199,319,983  62.69%          432,255
 11.  To re-elect Alice Elizabeth Woodwark as a director of the Company.        170,355,540  85.39%  29,157,228  14.61%  199,512,768  62.75%          239,770
 12.  To elect Susan Jane Farr as a director of the Company.                    178,417,865  89.43%  21,089,694  10.57%  199,507,559  62.75%          244,979
 13.  To re-appoint PricewaterhouseCoopers LLP as auditors of the Company.      197,308,858  98.86%  2,283,845   1.14%   199,592,703  62.77%          159,835
 14.  To authorise the Audit Committee (for and on behalf of the Board of       199,018,242  99.70%  600,507     0.30%   199,618,749  62.78%          133,789
 Directors) to determine the remuneration of the auditors.
 15.  To authorise the Company to make Political Donations.                     197,473,391  98.96%  2,078,699   1.04%   199,552,090  62.76%          200,448
 16.  Authority to allot shares.                                                192,011,588  96.21%  7,558,619   3.79%   199,570,207  62.77%          182,331
 17.  Authority to dis-apply pre-emption rights.                                189,670,310  95.06%  9,865,559   4.94%   199,535,869  62.75%          216,669
 18.  Additional authority to disapply pre-emption rights.                      191,237,627  95.84%  8,295,630   4.16%   199,533,257  62.75%          219,233
 19.  That a general meeting other than an Annual General Meeting may be        198,095,878  99.24%  1,511,318   0.76%   199,607,196  62.78%          145,342
 called on not less than 14 clear days' notice.
 20.  Authority to purchase own shares.                                         198,977,618  99.69%  622,946     0.31%   199,600,564  62.77%          151,927

The issued share capital used to calculate the percentages above was
317,963,949 ordinary shares of 50p each which excludes the 618,105 shares held
in Treasury.

A 'vote withheld' is not a vote in law and has not been counted in the
calculation of votes for and against.

Withdrawal of resolution 5 - To re-elect Gregory Paul Fitzgerald as a director
of the Company

As disclosed in the announcement dated 13 April 2026, Resolution 5 was
withdrawn from the agenda for the 2026 AGM.

Board response to Resolutions 2 and 3 - To approve the Directors' Remuneration
Report and Remuneration Policy

While pleased that all resolutions at the AGM were approved by shareholders,
the Board acknowledges that the votes on Resolutions 2 and 3 received less
than 80% support. Building on previous practice, in the coming months, the
Board will engage with shareholders to ensure it has a clear understanding of
their concerns. In line with the UK Corporate Governance Code, we will publish
an update on our shareholder engagement within six months of the 2026 AGM.

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