Vistry Group PLC

AGM Information • Dec 2, 2019

National Storage Mechanism | Additional information

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RNS Number : 3836V

Bovis Homes Group PLC

02 December 2019

Bovis Homes Group PLC - Result of General Meeting

At the Company's General Meeting ("GM") held on Monday 2nd December 2019, all resolutions put to the meeting were voted on by poll and were passed by shareholders. The results will be available shortly on the Company's website www.bovishomesgroup.co.uk.

In accordance with Listing Rule 9.6.2 a copy of the resolutions passed at the meeting are being submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

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

	VOTES FOR	%	VOTES AGAINST	%	VOTES TOTAL	% of ISC VOTED	VOTES WITHHELD
Resolution 1 To approve the acquisition of the Linden Homes and Partnerships & Regeneration businesses from Galliford Try plc	108,649,338	96.32	4,154,271	3.68	112,803,609	76.05%	41,380
Resolution 2 To authorise the issue of equity pursuant to the acquisition	108,639,139	96.31	4,164,401	3.69	112,803,540	76.05%	41,449
Resolution 3 To approve the Long-Term Incentive Plan 2020	77,926,289	69.07	34,903,319	30.93	112,829,608	76.06%	15,381
Resolution 4 To approve the Remuneration Policy of the directors	73,854,103	65.46	38,973,302	34.54	112,827,405	76.06%	17,584
Resolution 5 To approve the bonus issue	112,735,321	99.91	99,473	0.09	112,834,794	76.07%	10,195
Resolution 6 To authorise the directors to allot the bonus issue shares	112,725,327	99.90	109,531	0.10	112,834,858	76.07%	10,131
Resolution 7 To amend the Articles of Association by the addition of new article 159	112,793,878	99.98	24,208	0.02	112,818,086	76.06%	26,903
Resolution 8 To authorise the directors to change the company's name once within six months of completion	112,782,904	99.97	34,774	0.03	112,817,678	76.06%	26,907

The issued share capital at the date of the meeting was 148,334,373 ordinary shares of 50p each.

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

Statement regarding voting result

The Board is pleased that all of the resolutions put to shareholders at the GM were passed.

However, the Board recognises that a significant minority opposed resolutions 3 (LTIP Plan 2020) and 4 (Remuneration Policy). The Board has been engaging with shareholders and proxy agencies in the lead up to the GM and has a good understanding of the concerns of some of our shareholders.  In line with the provisions of the UK Corporate Governance Code, we will continue to engage with those shareholders and will provide an update on the views received on these issues and actions taken in response no later than in six months' time.

From the inception of the transaction, we have given consideration to all aspects of the proposed acquisition in order to maximise value for shareholders, including those relating to executive remuneration arrangements. 

This is a transformational deal for Bovis Homes, doubling the size of the business and placing us in the top five listed housebuilders in the UK with the capability to deliver over 12,000 homes a year. The Remuneration Committee believes that the proposed Remuneration Policy and LTIP Plan is in line with the industry and properly reflects the resultant scale and complexity of the Group.

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