The Berkeley Group Holdings plc
(the "Company")
2022 Annual General Meeting ("AGM")
Results of AGM, Return of Cash and Share Consolidation
Shareholders are informed that the results of the poll on the resolutions put before the AGM of the Company held on 6 September 2022 are:
| Resolution |
Votes FOR1 |
% |
Votes AGAINST |
% |
Total Votes Validly Cast (excluding withheld) |
% of ISC Voted |
Withheld Votes2 |
| 1 |
77,696,032 |
100.00% |
467 |
0.00% |
77,696,499 |
71.19% |
1,771,935 |
| 2 |
73,246,762 |
92.25% |
6,156,568 |
7.75% |
79,403,330 |
72.75% |
65,103 |
| 3 |
41,541,682 |
60.26% |
27,398,989 |
39.74% |
68,940,671 |
63.17% |
10,552,281 |
| 4 |
56,470,986 |
71.33% |
22,697,068 |
28.67% |
79,168,054 |
72.54% |
324,898 |
| 5 |
43,245,003 |
61.41% |
27,174,538 |
38.59% |
70,419,541 |
64.52% |
9,073,411 |
| 6 |
79,381,242 |
99.86% |
109,667 |
0.14% |
79,490,909 |
72.83% |
2,044 |
| 7 |
78,615,111 |
98.90% |
875,798 |
1.10% |
79,490,909 |
72.83% |
2,044 |
| 8 |
79,347,230 |
99.82% |
143,801 |
0.18% |
79,491,031 |
72.83% |
1,922 |
| 9 |
78,691,729 |
98.99% |
799,302 |
1.01% |
79,491,031 |
72.83% |
1,922 |
| 10 |
79,003,053 |
99.42% |
463,199 |
0.58% |
79,466,252 |
72.81% |
2,182 |
| 11 |
77,942,735 |
98.08% |
1,523,517 |
1.92% |
79,466,252 |
72.81% |
2,182 |
| 12 |
76,399,138 |
96.14% |
3,066,722 |
3.86% |
79,465,860 |
72.81% |
2,574 |
| 13 |
79,456,682 |
99.99% |
9,570 |
0.01% |
79,466,252 |
72.81% |
2,044 |
| 14 |
78,344,946 |
98.59% |
1,121,443 |
1.41% |
79,466,389 |
72.81% |
2,045 |
| 15 |
79,453,154 |
99.98% |
12,798 |
0.02% |
79,465,952 |
72.81% |
2,482 |
| 16 |
79,453,098 |
99.98% |
13,154 |
0.02% |
79,466,252 |
72.81% |
2,182 |
| 17 |
79,456,070 |
99.99% |
10,320 |
0.01% |
79,466,390 |
72.81% |
2,044 |
| 18 |
79,313,416 |
99.81% |
152,444 |
0.19% |
79,465,860 |
72.81% |
2,574 |
| 19 |
79,269,807 |
99.75% |
196,583 |
0.25% |
79,466,390 |
72.81% |
2,044 |
| 20 |
79,295,112 |
99.75% |
195,797 |
0.25% |
79,490,909 |
72.83% |
2,044 |
| 21 |
79,326,924 |
99.79% |
164,721 |
0.21% |
79,491,645 |
72.84% |
1,308 |
| 22 |
79,468,984 |
99.97% |
20,835 |
0.03% |
79,489,819 |
72.83% |
3,134 |
| 23 |
72,390,893 |
91.07% |
7,100,540 |
8.93% |
79,491,433 |
72.83% |
1,520 |
| 24* |
79,026,588 |
99.86% |
107,149 |
0.14% |
79,133,737 |
72.51% |
359,216 |
| 25* |
74,966,547 |
94.73% |
4,167,011 |
5.27% |
79,133,558 |
72.51% |
359,395 |
| 26* |
79,387,844 |
99.93% |
52,227 |
0.07% |
79,440,071 |
72.79% |
52,882 |
| 27 |
75,215,445 |
94.62% |
4,276,495 |
5.38% |
79,491,940 |
72.84% |
1,013 |
| 28* |
70,902,784 |
89.20% |
8,588,955 |
10.80% |
79,491,739 |
72.84% |
1,214 |
Notes:
*Special resolution
1. The Company has considered the reasons for the results of today's meeting, reflected in the voting outcomes for the resolutions regarding the new Remuneration Policy (resolution 3), the Restricted Share Plan (resolution 4) and the Long-Term Option Plan (resolution 5).
2. In formulating the new Remuneration Policy, the Remuneration Committee has sought to develop a remuneration structure that aligns with the unique operating model and inherent long-term focus of the business. Prior to the AGM, the Remuneration Committee of the Company undertook a detailed and extensive consultation with shareholders regarding remuneration for FY23 onwards to gain an understanding of their views. The Company gained positive feedback and support during the consultation from a range of shareholders, both UK and overseas, and we appreciate their ongoing engagement and support. The Remuneration Committee recognises that developing a new remuneration approach that meets the needs of all shareholders is difficult, but is of the view that the new Remuneration Policy, which includes introduction of ESG priorities into the incentive framework, normalisation of pension contributions and increased shareholding requirements represents further alignment with shareholders.
3. Following our extensive pre-AGM shareholder discussions, it was evident that some shareholders expressed particular reservations about certain areas of the policy, including the Change of Control provisions. In light of this, the Remuneration Committee determined that the Change of Control provisions would be amended reflecting this shareholder feedback. The Remuneration Committee is grateful for this engagement and we will continue to consult with shareholders and proxy advisers and will consider the full range of feedback as we implement the Company's new Remuneration Policy.
3. The votes "for" include those votes giving discretion to the Chairman.
4. A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.
5. The number of Existing Ordinary Shares in issue at close of business on 2 September 2022 was 118,373,503 (excluding shares held in Treasury).
6. Copies of the resolutions passed will shortly be available for inspection on the National Storage Mechanism at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The full text of the resolutions can be found in the 2021 AGM Notice which can be located in the Investor Information section of the Company's website at the following location: www.berkeleygroup.co.uk/investor-information.
For further information please contact:
Ann Dibben Tel: 01932 868 555
Company Secretary
The Berkeley Group Holdings plc
Novella Communications Tel: 020 3151 7008
Tim Robertson
LEI: 2138009OQSSLVVHQAL78
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