Vistry Group PLC

AGM Information • May 16, 2024

National Storage Mechanism | Additional information

RNS Number : 7870O

Vistry Group PLC

16 May 2024

Vistry Group PLC - Result of AGM

At the Vistry Group PLC ('Company') 2024 Annual General Meeting ('AGM') held on Thursday 16 May 2024, 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 2023, together with the Strategic report, Directors' report and the Independent Auditors report on those accounts.	272,692,385	100.00%	6,605	0.00%	272,698,990	80.09%	1,810,743
2.   To approve the Directors' Remuneration Report.	225,643,911	82.21%	48,819,153	17.79%	274,463,064	80.60%	45,230
3.    To re-elect Gregory Paul Fitzgerald as director of the Company.	215,338,067	79.28%	56,266,730	20.72%	271,604,797	79.76%	2,893,834
4.    To re-elect Earl Sibley as a director of the Company.	272,509,240	99.29%	1,953,219	0.71%	274,462,459	80.60%	36,172
5.    To elect Timothy Charles Lawlor as a director of the Company.	273,174,810	99.53%	1,286,886	0.47%	274,461,696	80.60%	36,935
6.    To elect Rowan Clare Baker as a director of the Company.	270,343,065	98.50%	4,119,594	1.50%	274,462,659	80.60%	36,201
7.    To re-elect Margaret Christine Browne as a director of the Company.	255,181,947	93.69%	17,175,868	6.31%	272,357,815	79.99%	2,149,148
8.    To elect Helen Owers as a director of the Company.	271,845,008	99.05%	2,607,775	0.95%	274,452,783	80.60%	54,137
9.    To elect Paul William Whetsell as a director of the Company.	258,793,128	94.30%	15,652,257	5.70%	274,445,385	80.60%	60,365
10.  To elect Usman Shamshad Nabi as a director of the Company.	268,603,263	97.87%	5,839,214	2.13%	274,442,477	80.60%	63,316
11.  To elect Robert Woodward as a director of the Company.	274,320,127	99.96%	122,574	0.04%	274,442,701	80.60%	63,092
12.  To elect Alice Woodwark as a director of the Company.	274,417,755	99.99%	26,080	0.01%	274,443,835	80.60%	61,958
13.  To re-appoint PricewaterhouseCoopers LLP as auditors of the Company.	273,107,943	99.50%	1,363,568	0.50%	274,471,511	80.61%	37,259
14.  To authorise the Audit Committee (for and on behalf of the Board of Directors) to determine the remuneration of the auditors.	274,458,784	99.99%	18,348	0.01%	274,477,132	80.61%	32,805
15.  To authorise the Company to make Political Donations.	265,715,810	97.15%	7,796,544	2.85%	273,512,354	80.32%	997,710
16.  Authority to allot shares.	271,896,165	99.06%	2,583,103	0.94%	274,479,268	80.61%	30,782
17.  Authority to dis-apply pre-emption rights.	262,533,234	95.65%	11,938,850	4.35%	274,472,084	80.61%	36,686
18.  Additional authority to disapply pre-emption rights.	261,197,616	95.16%	13,274,262	4.84%	274,471,878	80.61%	36,855
19.  That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.	270,421,093	98.52%	4,055,109	1.48%	274,476,202	80.61%	32,568
20.  Authority to purchase own shares.	271,742,067	99.16%	2,305,058	0.84%	274,047,125	80.48%	460,932

The issued share capital at the date of the AGM was 340,617,529 ordinary shares of 50p each with 726,698 shares held in Treasury. Therefore, the total voting rights of the Company is 339,890,831.

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 3 - To re-elect Gregory Paul Fitzgerald

While pleased that all proposals at the AGM were supported by a significant majority of shareholders, the Board notes that more than 20% of votes were cast against Resolution 3. The Board has actively engaged with shareholders over the course of the last year in respect of a range of corporate governance matters and has a detailed understanding of shareholder views. In the months ahead, we will continue to engage with shareholders and, in line with the guidance of the UK Corporate Governance Code, the Company will publish an update on the outcome of those engagements within six months of today's AGM.

Appointment of Rob Woodward and Alice Woodwark

The Board is pleased to confirm the appointments of Rob Woodward and Alice Woodwark following their successful elections at the Company's 2024 AGM.

Rob Woodward will join the Board as the Senior Independent Director. He is currently Chair of Court at Glasgow Caledonian University and Chair of listed marketing analytics provider, Ebiquity plc. Rob was also recently appointed as Chair of Lumi Gruppen.

Alice Woodward will join the Board as an Independent Non-Executive Director.

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