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Burberry Group PLC

AGM Information Jul 16, 2024

4822_dva_2024-07-16_cc33e6cc-61e0-4006-aa8f-c1f86e36dafe.pdf

AGM Information

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BURBERRY GROUP PLC

(the "Company")

Result of Annual General Meeting 2024

16 July 2024

The Company announces the results of voting at its Annual General Meeting ("AGM") held earlier today at Conrad London St. James, 22-28 Broadway, London SW1H 0BH. All resolutions were passed by shareholders, as set out below. A poll was held on each of the resolutions proposed.

Resolutions 1 to 18 were proposed as Ordinary Resolutions and resolutions 19 to 22 as Special Resolutions. The full text of each resolution is set out in the Notice of 2024 Annual General Meeting (the "Notice"), which is available on the Burberry Group plc website at https://www.burberryplc.com/AGM2024.

The results were as follows:

Resolution Votes For* % Votes Against % Total votes
validly cast
Total
votes
cast as
Votes
Withheld**
% of
issued
share
capital**
1. To receive the
Company's
Annual Report
and Accounts for
the year ended 30
March 2024. 285,031,751 99.74 754,225 0.26 285,785,976 79.70 220,108
2. To approve the
Directors'
Remuneration
Report for the
year ended 30
3. March 2024.
To declare a final
248,439,893 86.88 37,506,163 13.12 285,946,056 79.74 60,026
dividend for the
year ended 30
March 2024.
285,912,174 99.98 45,940 0.02 285,958,114 79.75 47,970
4. To re-elect Dr
Gerry Murphy as
a Director of the
5. Company.
To re-elect
258,882,919 95.06 13,460,768 4.94 272,343,687 75.95 13,662,394
Jonathon Akeroyd
as a Director of
the Company.***
WITHDRAWN ON 15 JULY 2024
6. To re-elect Orna
NíChionna as a
Director of the
7. Company.
To re-elect
277,359,713 97.00 8,575,099 3.00 285,934,812 79.74 71,270
Fabiola Arredondo
as a Director of
the Company. 273,770,383 95.75 12,161,752 4.25 285,932,135 79.74 73,947
8. To re-elect Sam
Fischer as a
Director of the
Company. 277,349,646 97.00 8,583,430 3.00 285,933,076 79.74 73,006
9. To re-elect Ron
Frasch as a
275,926,513 96.50 10,006,174 3.50 285,932,687 79.74 73,395
Director of the
Company.
10. To re-elect
Danuta Gray as a
Director of the
11. Company. 256,894,261 89.84 29,039,087 10.16 285,933,348 79.74 72,733
To re-elect
Antoine de Saint
Affrique as a
Director of the
Company. 218,147,817 76.29 67,783,924 23.71 285,931,741 79.74 74,338
12. To re-elect Alan
Stewart as a
Director of the
Company. 279,401,767 97.72 6,531,109 2.28 285,932,876 79.74 73,205
13. To elect Kate
Ferry as a Director
of the Company. 284,064,087 99.35 1,870,393 0.65 285,934,480 79.74 71,604
14. To elect
Alessandra
Cozzani as a
Director of the
Company.
285,524,575 99.86 409,121 0.14 285,933,696 79.74 72,388
15. To re-appoint
Ernst & Young
LLP as auditor of
the Company. 284,569,064 99.52 1,365,449 0.48 285,934,513 79.74 71,571
16. To authorise the
Audit Committee
of the Company to
determine the
auditor's
remuneration. 285,806,183 99.95 148,004 0.05 285,954,187 79.75 51,897
17. To authorise
political donations
by the Company
and its
subsidiaries. 280,370,882 98.42 4,506,793 1.58 284,877,675 79.45 1,128,407
18. To authorise the
Directors to allot
shares. 275,225,709 97.72 6,425,804 2.28 281,651,513 78.55 4,354,571
19. To renew the
Directors'
authority to
disapply pre
emption rights.
(Special
20. Resolution) 284,286,706 99.42 1,655,810 0.58 285,942,516 79.74 63,568
To grant the
Directors'
additional
authority to
disapply pre
emption rights for
the purposes of
acquisitions or
specified capital
investments.
(Special
Resolution) 278,960,824 99.05 2,688,928 0.95 281,649,752 78.55 4,356,332
21. To authorise the
Company to 284,489,234 99.51 1,397,850 0.49 285,887,084 79.73 119,000
purchase its own
Ordinary Shares.
(Special
Resolution)
22.
To authorise the
Directors to call
general meetings
(other than an
AGM) on not less
than 14 clear
days' notice.
(Special
Resolution)
269,991,987 95.86 11,664,502 4.14 281,656,489 78.55 4,349,591

Notes:

* Includes discretionary votes.

** A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.

*** As announced on 15 July 2024, Resolution 5 to re-elect Jonathan Akeroyd as a Director of the Company was withdrawn on that date. The withdrawal of Resolution 5 did not affect the validity of the Notice, the proxy form or any proxy votes already submitted on the other resolutions. The numbering of all other proposed resolutions at the AGM remained unchanged. Any votes cast in relation to Resolution 5 ahead of the AGM were of no effect.

Every shareholder has one vote for every Ordinary Share held. As at 6.30pm on 12 July 2024, the issued share capital of the Company consisted of 363,816,314 Ordinary Shares. The Company holds 5,232,720 shares in Treasury. Therefore, the total number of voting rights in Burberry Group plc as at 12 July 2024 was 358,583,594.

In accordance with Listing Rule 9.6.2, copies of all the resolutions passed, other than those concerning ordinary business, have been submitted to the National Storage Mechanism and will shortly be available for inspection at:https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Board Change

As previously communicated, Debra Lee did not stand for re-election as a Director at the Company's AGM held earlier today and stepped down from the Board following the conclusion of the AGM.

Resolution 11 – re-election of Antoine de Saint-Affrique as a Director of the Company

The Board notes that Resolution 11 relating to Antoine de Saint-Affrique's re-election to the Board was supported by 76.29% of shareholders and opposed by 23.71% of shareholders who voted.

Following the 2023 AGM, Gerry Murphy, our Chair, wrote again to significant shareholders who had voted against Antoine's re-election in order to understand their concerns more fully. We provided an update on this engagement on 11 January 2024 and included additional information on Antoine's other commitments and his exemplary attendance record, as well as the introduction of a new policy on Board time commitments, in the 2023/24 Annual Report.

The Board has monitored the position closely and is satisfied that Antoine is able to devote sufficient time to his role as Non-Executive Director of Burberry. However, the Board recognises that certain shareholders continue to have concerns and will re-engage with them to understand and respond to their views.

Enquiries

Gemma Parsons Company Secretary +44 (0)20 3367 4539

[email protected]

This announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any Burberry Group plc shares, in the UK, or in the US, or under the US Securities Act 1933 or in any other jurisdiction.

Burberry is listed on the London Stock Exchange (BRBY.L) and is a constituent of the FTSE 100 index. ADR symbol OTC:BURBY.

BURBERRY, the Equestrian Knight Device, the Burberry Check and the Thomas Burberry Monogram and Print are trademarks belonging to Burberry.

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