6 September 2019
The Berkeley Group Holdings plc
(the "Company")
2019 Annual General Meeting ("AGM")
Results of AGM
Shareholders are informed that the results of the poll on the resolutions put before the AGM of the Company held on 6 September 2019 are:
|
Resolution |
Votes FOR |
% |
Votes AGAINST |
% |
Total votes validly cast |
% of ISC voted |
Withheld Votes |
|
1 |
90,042,535 |
100.00 |
451 |
0.00 |
90,042,986 |
71.64 |
990,080 |
|
2 |
42,931,832 |
56.99 |
32,398,628 |
43.01 |
75,330,460 |
59.94 |
15,702,606 |
|
3 |
85,339,425 |
93.90 |
5,539,583 |
6.10 |
90,879,008 |
72.31 |
154,058 |
|
4 |
83,836,754 |
92.29 |
7,003,279 |
7.71 |
90,840,033 |
72.28 |
193,033 |
|
5 |
89,580,345 |
98.61 |
1,259,718 |
1.39 |
90,840,063 |
72.28 |
193,003 |
|
6 |
88,517,902 |
97.44 |
2,322,161 |
2.56 |
90,840,063 |
72.28 |
193,003 |
|
7 |
88,186,460 |
98.18 |
1,653,603 |
1.82 |
90,840,063 |
72.28 |
193,003 |
|
8 |
88,186,547 |
98.18 |
1,653,486 |
1.82 |
90,840,033 |
72.28 |
193,033 |
|
9 |
87,499,009 |
96.36 |
3,305,778 |
3.64 |
90,804,787 |
72.25 |
228,179 |
|
10 |
90,509,320 |
99.64 |
330,601 |
0.36 |
90,839,921 |
72.28 |
193,145 |
|
11 |
90,227,962 |
99.33 |
611,709 |
0.67 |
90,839,671 |
72.28 |
193,395 |
|
12 |
84,532,865 |
92.90 |
6,456,654 |
7.10 |
90,989,519 |
72.39 |
43,547 |
|
13 |
44,205,626 |
53.74 |
38,054,848 |
46.26 |
82,260,474 |
65.45 |
8,772,592 |
|
14 |
90,104,107 |
99.19 |
735,814 |
0.81 |
90,839,921 |
72.28 |
193,145 |
|
15 |
90,228,162 |
99.33 |
611,509 |
0.67 |
90,839,671 |
72.28 |
193,395 |
|
16 |
89,048,308 |
98.03 |
1,791,333 |
1.97 |
90,839,641 |
72.28 |
193,425 |
|
17 |
89,048,427 |
98.03 |
1,791,494 |
1.97 |
90,839,921 |
72.28 |
193,145 |
|
18 |
90,019,560 |
99.10 |
820,361 |
0.90 |
90,839,921 |
72.28 |
193,145 |
|
19 |
90,509,356 |
99.64 |
330,315 |
0.36 |
90,839,671 |
72.28 |
193,395 |
|
20 |
90,862,299 |
100.00 |
3,101 |
0.00 |
90,865,400 |
72.30 |
167,666 |
|
21 |
90,878,656 |
100.00 |
1,068 |
0.00 |
90,879,724 |
72.31 |
153,342 |
|
22 |
83,519,724 |
91.94 |
7,320,769 |
8.06 |
90,840,493 |
72.28 |
193,372 |
|
23 |
90,634,037 |
99.98 |
16,103 |
0.02 |
90,650,140 |
72.12 |
383,726 |
|
24 |
88,555,006 |
97.69 |
2,095,134 |
2.31 |
90,650,140 |
72.12 |
383,726 |
|
25 |
90,638,529 |
99.83 |
154,750 |
0.17 |
90,793,279 |
72.24 |
239,787 |
|
26 |
89,603,586 |
99.06 |
851,216 |
0.94 |
90,454,802 |
71.97 |
578,264 |
|
27 |
82,771,776 |
91.47 |
7,723,352 |
8.53 |
90,495,128 |
72.00 |
538,738 |
|
28 |
45,461,088 |
57.52 |
33,579,021 |
42.48 |
79,040,109 |
62.89 |
12,411,001 |
Notes:
1. The Company has had good dialogue with, and welcomes the support from, its major shareholders who know the Company well and see the clear link to the Company's uniquely long term strategy, which was updated in December 2018 to extend the Shareholder Returns period to 2025, in supporting the new remuneration policy (Resolution 2) and LTIP amendments (Resolution 28). The changes to the remuneration policy removed short-term annual targets, focusing management on achieving its long-term plan by extending the LTIP and its performance conditions to 2025 at similar levels of total remuneration to the existing policy, which was approved by 97% of shareholders in 2017.
The Company recognises concerns raised by proxy voting advisers around certain aspects of the LTIP, which were shared by a number of shareholders. These included the removal of short-term targets, the extension of the LTIP period to 2025, their assessment of the extent of challenge in the performance condition, the bespoke nature of the LTIP and that the quantum has not been reduced.
The Company will seek to consult again on the above with its shareholders and the proxy advisers following this AGM to try to find mutually acceptable ways forward, ensuring that at all times the Company's strategy and remuneration policy are fully aligned to deliver long-term value to shareholders.
The Company is pleased with the support for the re-election of Adrian Li (Resolution 13). The Company has set out the rationale for this resolution over the last two years. Adrian's banking experience and expertise and, in particular, his closeness and insight into the Far Eastern market, which is an important market for the Company, would be extremely difficult to replace. Adrian has an exemplary attendance record and devotes significant time to Berkeley business outside Board meetings when Berkeley Executives visit the Far East. Adrian is in compliance with local corporate governance guidelines in Hong Kong and, while he is considered over-boarded by UK guidelines, the Board considers his overall contribution to Berkeley invaluable, bringing a uniquely diverse and complementary set of skills to the Board and its other Directors. Following the AGM result, the Board will again consult with shareholders on this matter to try and resolve this difference of opinion, in the best interests of the Company.
2. Votes 'In Favour' include those votes giving discretion to the Chairman.
3. The number of Ordinary Shares in issue at close of business on 4 September 2019 (excluding shares held in Treasury) was 125,685,068. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.
4. Copies of the resolutions passed will shortly be available for inspection on the National Storage Mechanism at http://www.morningstar.co.uk/uk/NSM.
5. The full text of the resolutions can be found in the Notice of Annual General Meeting which can be located in the Investor Information section of the Company's website www.berkeleygroup.co.uk.
For further information please contact:
Jared Cranney Tel: 01932 868 555
Company Secretary
The Berkeley Group Holdings plc
Novella Communications Tel: 020 3151 7008
Tim Robertson
LEI: 2138009OQSSLVVHQAL78
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
