Berkeley Group Holdings PLC

AGM Information • Sep 6, 2019

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RNS Number : 5536L

Berkeley Group Holdings (The) PLC

06 September 2019

6 September 2019

The Berkeley Group Holdings plc

(the "Company")

2019 Annual General Meeting ("AGM")

Results of AGM

Shareholders are informed that the results of the poll on the resolutions put before the AGM of the Company held on 6 September 2019 are:

Resolution	Votes FOR	%	Votes AGAINST	%	Total votes validly cast	% of ISC voted	Withheld Votes
1	90,042,535	100.00	451	0.00	90,042,986	71.64	990,080
2	42,931,832	56.99	32,398,628	43.01	75,330,460	59.94	15,702,606
3	85,339,425	93.90	5,539,583	6.10	90,879,008	72.31	154,058
4	83,836,754	92.29	7,003,279	7.71	90,840,033	72.28	193,033
5	89,580,345	98.61	1,259,718	1.39	90,840,063	72.28	193,003
6	88,517,902	97.44	2,322,161	2.56	90,840,063	72.28	193,003
7	88,186,460	98.18	1,653,603	1.82	90,840,063	72.28	193,003
8	88,186,547	98.18	1,653,486	1.82	90,840,033	72.28	193,033
9	87,499,009	96.36	3,305,778	3.64	90,804,787	72.25	228,179
10	90,509,320	99.64	330,601	0.36	90,839,921	72.28	193,145
11	90,227,962	99.33	611,709	0.67	90,839,671	72.28	193,395
12	84,532,865	92.90	6,456,654	7.10	90,989,519	72.39	43,547
13	44,205,626	53.74	38,054,848	46.26	82,260,474	65.45	8,772,592
14	90,104,107	99.19	735,814	0.81	90,839,921	72.28	193,145
15	90,228,162	99.33	611,509	0.67	90,839,671	72.28	193,395
16	89,048,308	98.03	1,791,333	1.97	90,839,641	72.28	193,425
17	89,048,427	98.03	1,791,494	1.97	90,839,921	72.28	193,145
18	90,019,560	99.10	820,361	0.90	90,839,921	72.28	193,145
19	90,509,356	99.64	330,315	0.36	90,839,671	72.28	193,395
20	90,862,299	100.00	3,101	0.00	90,865,400	72.30	167,666
21	90,878,656	100.00	1,068	0.00	90,879,724	72.31	153,342
22	83,519,724	91.94	7,320,769	8.06	90,840,493	72.28	193,372
23	90,634,037	99.98	16,103	0.02	90,650,140	72.12	383,726
24	88,555,006	97.69	2,095,134	2.31	90,650,140	72.12	383,726
25	90,638,529	99.83	154,750	0.17	90,793,279	72.24	239,787
26	89,603,586	99.06	851,216	0.94	90,454,802	71.97	578,264
27	82,771,776	91.47	7,723,352	8.53	90,495,128	72.00	538,738
28	45,461,088	57.52	33,579,021	42.48	79,040,109	62.89	12,411,001

Notes:

1.    The Company has had good dialogue with, and welcomes the support from, its major shareholders who know the Company well and see the clear link to the Company's uniquely long term strategy, which was updated in December 2018 to extend the Shareholder Returns period to 2025, in supporting the new remuneration policy (Resolution 2) and LTIP amendments (Resolution 28). The changes to the remuneration policy removed short-term annual targets, focusing management on achieving its long-term plan by extending the LTIP and its performance conditions to 2025 at similar levels of total remuneration to the existing policy, which was approved by 97% of shareholders in 2017.

The Company recognises concerns raised by proxy voting advisers around certain aspects of the LTIP, which were shared by a number of shareholders.  These included the removal of short-term targets, the extension of the LTIP period to 2025, their assessment of the extent of challenge in the performance condition, the bespoke nature of the LTIP and that the quantum has not been reduced.

The Company will seek to consult again on the above with its shareholders and the proxy advisers following this AGM to try to find mutually acceptable ways forward, ensuring that at all times the Company's strategy and remuneration policy are fully aligned to deliver long-term value to shareholders.

The Company is pleased with the support for the re-election of Adrian Li (Resolution 13). The Company has set out the rationale for this resolution over the last two years. Adrian's banking experience and expertise and, in particular, his closeness and insight into the Far Eastern market, which is an important market for the Company, would be extremely difficult to replace.  Adrian has an exemplary attendance record and devotes significant time to Berkeley business outside Board meetings when Berkeley Executives visit the Far East. Adrian is in compliance with local corporate governance guidelines in Hong Kong and, while he is considered over-boarded by UK guidelines, the Board considers his overall contribution to Berkeley invaluable, bringing a uniquely diverse and complementary set of skills to the Board and its other Directors. Following the AGM result, the Board will again consult with shareholders on this matter to try and resolve this difference of opinion, in the best interests of the Company.

2.      Votes 'In Favour' include those votes giving discretion to the Chairman.

3.   The number of Ordinary Shares in issue at close of business on 4 September 2019 (excluding shares held in Treasury) was 125,685,068.  A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.

4.    Copies of the resolutions passed will shortly be available for inspection on the National Storage Mechanism at http://www.morningstar.co.uk/uk/NSM.

5.      The full text of the resolutions can be found in the Notice of Annual General Meeting which can be located in the Investor Information section of the Company's website www.berkeleygroup.co.uk.

For further information please contact:

Jared Cranney                                    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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