Berkeley Group Holdings PLC

AGM Information • Sep 6, 2022

National Storage Mechanism | Additional information

RNS Number : 4736Y

Berkeley Group Holdings (The) PLC

06 September 2022

6 September 2022

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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