Result of AGM
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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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