Vistry Group PLC

AGM Information • May 18, 2023

National Storage Mechanism | Additional information

RNS Number : 9352Z

Vistry Group PLC

18 May 2023

Vistry Group PLC - Result of AGM

At the Vistry Group PLC ('Company') 2022 Annual General Meeting ('AGM') held on Thursday 18 May 2023, all resolutions put to the AGM were voted on by poll and were passed by shareholders. The results will be available shortly on the Company's website www.vistrygroup.co.uk.

In accordance with Listing Rule 9.6.2, copies of the resolutions that do not constitute ordinary business at an AGM are being submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

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

RESOLUTION	VOTES FOR	%	VOTES AGAINST	%	VOTES TOTAL	% of ISC VOTED	VOTES WITHHELD
1.    To receive the audited accounts of the Company for the year ended 31 December 2022, together with the Strategic report, Directors' report and the Independent Auditors report on those accounts.	270,271,966	99.98%	60,199	0.02%	270,332,165	78.19%	476,362
2.   To approve the Directors' Remuneration Report.	139,086,457	52.92%	123,759,117	47.08%	262,845,574	76.03%	7,962,953
3.    To declare the final dividend of 32 pence per ordinary share recommended by the directors.	269,129,702	99.39%	1,657,196	0.61%	270,786,898	78.32%	21,629
4.    To re-elect Ralph Graham Findlay as a director of the Company.	251,154,169	92.97%	18,978,502	7.03%	270,132,671	78.14%	675,856
5.    To re-elect Margaret Christine Browne as a director of the Company.	248,305,600	91.70%	22,470,611	8.30%	270,776,211	78.32%	32,316
6.    To re-elect Dr Ashley Caroline Steel as a director of the Company.	RESOLUTION WITHDRAWN
7.    To re-elect Gregory Paul Fitzgerald as director of the Company.	262,061,530	96.78%	8,716,030	3.22%	270,777,560	78.32%	30,967
8.    To re-elect Earl Sibley as a director of the Company.	258,123,520	95.33%	12,644,402	4.67%	270,767,922	78.32%	31,305
9.    To elect Timothy Charles Lawlor as a director of the Company.	259,771,071	95.94%	11,002,205	4.06%	270,773,276	78.32%	35,251
10.  To elect Rowan Clare Baker as a director of the Company.	262,909,507	97.10%	7,864,147	2.90%	270,773,654	78.32%	34,406
11.  To elect Jeffrey W Ubben as a director of the Company.	229,769,440	85.00%	40,546,505	15.00%	270,315,945	78.19%	492,582
12.  To re-appoint PricewaterhouseCoopers LLP as auditors of the Company.	267,720,451	98.87%	3,057,485	1.13%	270,777,936	78.32%	30,591
13.  To authorise the directors to determine the remuneration of the auditors.	268,522,717	99.17%	2,249,453	0.83%	270,772,170	78.32%	36,357
14.  To authorise the Company to make Political Donations.	263,520,541	97.32%	7,246,858	2.68%	270,767,399	78.32%	41,140
15.  Authority to allot shares.	263,882,254	97.45%	6,900,129	2.55%	270,782,383	78.32%	26,144
16.  Authority to dis-apply pre-emption rights.	252,485,254	93.25%	18,285,324	6.75%	270,770,578	78.32%	37,949
17.  Additional authority to disapply pre-emption rights.	250,555,185	92.53%	20,215,300	7.47%	270,770,485	78.32%	38,042
18.  That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.	266,612,187	98.46%	4,165,129	1.54%	270,777,316	78.32%	31,211
19.  Authority to purchase own shares.	269,325,240	99.61%	1,049,289	0.39%	270,374,529	78.21%	433,998

The issued share capital at the date of the AGM was 347,224,652 ordinary shares of 50p each with 1,500,000 shares held in Treasury. Therefore, the total voting rights of the Company is 345,724,652.

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

Board response to Resolution 2 - approval of the Directors' Remuneration Report

While the Board notes that all other resolutions were passed with strong majorities, we acknowledge that the advisory vote on the Directors' Remuneration Report was passed with 52.92%. As such, we remain committed to shareholder engagement and will consult with our shareholders over the course of the next few months so that we can fully understand their concerns and decide on appropriate next steps.  In line with the UK Corporate Governance Code, we will publish an update on our shareholder engagement, as well as any actions taken, within six months of the 2023 AGM.  

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