Countryside Partnerships : Resolution of the General Meeting

No. 09878920

THE COMPANIES ACT 2006

PUBLIC COMPANY LIMITED BY SHARES

SPECIAL RESOLUTION

of

COUNTRYSIDE PARTNERSHIPS PLC

Passed on 1 November 2022

At a General Meeting of Countryside Partnerships PLC (the Company), duly convened and held on 1 November 2022, the following resolution was passed as a Special Resolution:

SPECIAL RESOLUTION

THAT:

for the purpose of giving effect to the scheme of arrangement dated 7 October 2022 (the "Scheme") between the Company and the holders of Scheme Shares (as defined in the Scheme), a copy of which has been produced to this meeting and for the purposes of identification signed by the chairman of this meeting, in its original form or with or subject to any modification, addition, or condition agreed by the Company and Vistry Group plc ("Vistry") and approved or imposed by the High Court of Justice of England and Wales:

the directors of the Company (or a duly authorised committee thereof) be authorised to take all such action as they may consider necessary or appropriate for implementing the Scheme; and

with effect from the passing of this resolution, the articles of association of the Company be and are hereby amended by the adoption and inclusion of the following new article 127:

SCHEME OF ARRANGEMENT

In this article 127, references to the "Scheme" are to the Scheme of Arrangement under Part 26 of the Companies Act 2006 between the Company and the holders of Scheme Shares (as defined in the Scheme) dated 7 October 2022 (in its original form or with or subject to any modification, addition or condition approved or imposed by the Court and agreed by the Company and Vistry Group plc ("Vistry"), and (save as defined in this article) terms defined in the Scheme shall have the same meanings in this article.

Notwithstanding any other provision of these articles, if the Company issues or transfers out of treasury any Countryside Shares (other than to Vistry, any subsidiary of Vistry, any parent undertaking of Vistry or any subsidiary of such parent undertaking, or any nominee of Vistry (each a "Vistry Company")) on or after the date of the adoption of this article 127 and prior to the Scheme Record Time, such Countryside Shares shall be issued, transferred or registered in the name of the relevant person subject to the terms of the Scheme (and shall be Scheme Shares for the purposes thereof) and the original or subsequent holder or holders of such Countryside Shares shall be bound by the Scheme accordingly.

Notwithstanding any other provision of these articles, subject to the Scheme becoming Effective, any shares issued or transferred out of treasury (other than under the Scheme or to a Vistry Company) after the Scheme Record Time to any person (a "New Member") (each a "Post-Scheme Share") shall be issued or transferred on terms that they shall (on the Effective Date (as defined in the Scheme) or, if later, on issue or transfer (but subject to the terms of this article 127.3 and article 127.6)), be immediately transferred to Vistry (or such person as it may direct) (the "Purchaser"), who shall be obliged to acquire each Post- Scheme Share in consideration of and conditional upon the payment by or on behalf of Vistry to the New Member of the Combination Consideration (as defined in the Scheme) for each Post-Scheme Share transferred to the Purchaser (or such lesser or greater amount to which a New Member would have been entitled under the Scheme had such Post-Scheme Share been a Scheme Share), provided that:

if in respect of any New Member with a registered address in a jurisdiction outside the United Kingdom or whom the Company reasonably believes to be a citizen, resident or national of a jurisdiction outside the United Kingdom, the Company is advised that the allotment and/or issue or transfer of New Vistry Shares (as defined in the Scheme) pursuant to this article would or may infringe the laws of such jurisdiction or would or may require the Company and/or Vistry to comply with any governmental or other consent or any registration, filing or other formality with which the Company and/or Vistry is unable to comply or compliance with which the Company and/or Vistry regards as unduly onerous, the Company and Vistry may, in their sole discretion, determine that the New Vistry Shares shall be sold or a cash amount equal to the value of the New Vistry Shares be delivered to the New Member. In the event that the New Vistry Shares are to be sold, the Company shall appoint a person to act as attorney or agent for the New Member pursuant to this article and such person shall be authorised on behalf of such New Member to procure that any shares in respect of which the Company and Vistry have made such determination shall, as soon as practicable following the allotment, issue or transfer of such shares, be sold at the best price which can reasonably be obtained in the market at the time of sale, including being authorised to execute and deliver as transferor a form of transfer or other instrument or instruction of transfer on behalf of the New Member (whether as a deed or otherwise). The net proceeds of such sale (after the deduction of all expenses and commissions, including any value added tax thereon incurred in connection with such sale), or the cash amount equal to the value of the New Vistry Shares, shall be paid to the persons entitled thereto in due proportions as soon as practicable, save that fractional cash entitlements shall be rounded down to the nearest whole penny; and

any New Member may, prior to the issue or transfer of any Post-Scheme Shares to such New Member pursuant to the exercise of an option or satisfaction of an award under any of the Countryside share plans, give not less than five business days' written notice to the Company in such manner as the board shall prescribe of their intention to transfer some or all of such Post-Scheme Shares to their spouse or civil partner. Any such New Member may, if such notice has been validly given, on such Post-Scheme Shares being issued or transferred to such New Member, immediately transfer to their spouse or civil partner any such Post-Scheme Shares, provided that such Post-Scheme Shares shall then be immediately transferred from that spouse or civil partner to Vistry (or as it may direct) pursuant to this article as if the spouse or civil partner were a New Member. Where a transfer of Post-Scheme Shares to a New Member's spouse or civil partner takes place in accordance with this article, references to the "New Member" in this article shall be taken as referring to the spouse or civil partner of the New Member. If notice has been validly given pursuant to this article but the New Member does not immediately transfer to their spouse or civil partner the Post-Scheme Shares in respect of which notice was given, such shares shall be transferred directly to Vistry (or as it may direct) pursuant to this article.

The New Vistry Shares allotted and issued or transferred to a New Member pursuant to this article shall be credited as fully paid and shall rank equally in all respects with all other fully paid Vistry Shares in issue at that time (other than as regards any dividend or other distribution payable by reference to a record date preceding the date of allotment or transfer) and shall be subject to the articles of association of Vistry from time to time.

No fraction of a New Vistry Share shall be allotted, issued or transferred to a New Member pursuant to this article. Any fraction of a New Vistry Share, to which a New Member would otherwise have become entitled, shall be aggregated with the fractional entitlements of any other New Members whose shares are being transferred under this article on the same date and the maximum number of New Vistry Shares resulting therefrom shall be allotted and issued to a person appointed by Vistry and then sold in the market as soon as reasonably practicable thereafter, and the net proceeds of sale (after the deduction from the proceeds of sale of all expenses and commissions, including any value added tax thereon, incurred in connection with such sale) shall be paid in GBP to the persons entitled thereto in due proportions as soon as practicable, save that fractional cash entitlements shall be rounded down to the nearest whole penny and that individual entitlements to amounts of £5.00 or less shall be retained for the benefit of the Combined Group.

On any reorganisation of, or material alteration to, the share capital of the Company or Vistry (including, without limitation, any subdivision and/or consolidation) carried out after the Effective Date (as defined in the Scheme), the amount of the Combination Consideration, including the number of New Vistry Shares, per Post-Scheme Share to be paid under article 127.3 shall be adjusted by the Company in such manner as the auditors of the Company, or an investment bank selected by the Company, may determine to be appropriate to reflect such reorganisation or alteration. References in this article 127 to ordinary shares, Countryside Shares and/or New Vistry Shares shall, following such adjustment, be construed accordingly.

To give effect to any transfer of Post-Scheme Shares required pursuant to this article 127, the Company may appoint any person as attorney and/or agent for the New Member to transfer the Post-Scheme Shares to the Purchaser and do all such other things and execute and deliver all such documents or deeds as may in the opinion of such attorney or agent be necessary or desirable to vest the Post-Scheme Shares in the Purchaser and pending such vesting to exercise all such rights attaching to the Post-Scheme Shares as the Purchaser may direct. If an attorney or agent is so appointed, the New Member shall not thereafter (except to the extent that the attorney or agent fails to act in accordance with the directions of the Purchaser) be entitled to exercise any rights attaching to the Post-Scheme Shares unless so agreed in writing by the Purchaser. The attorney or agent shall be empowered to execute and deliver as transferor a form of transfer or instructions of transfer on behalf of the New Member (or any subsequent holder) in favour of the Purchaser and the Company may give a good receipt for the consideration for the Post-Scheme Shares and may register the Purchaser as holder thereof and issue to it certificate(s) for the same. The Company shall not be obliged to issue a certificate to the New Member for the Post-Scheme Shares. The Purchaser shall, subject to article 127.3, settle the Combination Consideration due to the New Member no later than 14 days after the date on which the Post-Scheme Shares are issued to the New Member.

If the Scheme shall not have become Effective by the applicable date referred to in (or otherwise set in accordance with) the Scheme, this article 127 shall cease to be of any effect.

Notwithstanding any other provision of these articles, both the Company and the Directors shall refuse to register the transfer of any Scheme Shares between the Scheme Record Time and the Effective Date."