13 November 2023

Vistry Group PLC ('Company')

Update on Annual General Meeting Remuneration Report vote

At the Company's annual general meeting ('AGM') held on 18 May 2023, 52.92% of votes were received in favour of Resolution 2, the advisory vote to approve the directors' remuneration report. 

The remuneration report is set out on pages 98 to 118 of Company's 2022 Annual Report & Accounts  Vistry Group PLC - Annual Report & Accounts 2022.

The Board and the Remuneration Committee consulted extensively with the Company's shareholders, both before and after the AGM, and the Board understands that the reasons for the number of votes cast against was primarily concerned with the base pay of the newly appointed CFO and the upwards discretion applied to the EPS metric for the vesting of the 2020 LTIP awards.

In response to shareholder concerns, the Board proposed a revised Directors' Remuneration Policy which was designed following the significant enlargement of the business to incentivise the creation of shareholder value over the long-term.  This was approved at a General Meeting of the Company on 30 August 2023.

The Board is grateful to shareholders for their engagement and acknowledges that through the engagement process shareholders have expressed different perspectives. The Company remains committed to ongoing shareholder engagement and will continue to do so to ensure that the Company understands shareholders' views and is able to consider feedback, as well as to provide clarity on the Company's approach to remuneration going forward.