Result of AGM
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At the Company's 2025 Annual General Meeting ('AGM') held on Wednesday 14 May 2025, 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 6.4.2, 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:
| 1. To receive the audited accounts of the Company for the year ended 31 December 2024, together with the Strategic report, Directors' report and the Independent Auditors report on those accounts. | 219,738,231 | 99.97% | 64,266 | 0.03% | 219,802,497 | 67.13% | 1,798,417 |
| 2. To approve the Directors' Remuneration Report. | 160,749,469 | 72.97% | 59,544,445 | 27.03% | 220,293,914 | 67.28% | 1,307,000 |
| 3. To re-elect Gregory Paul Fitzgerald as director of the Company. | 206,331,102 | 93.14% | 15,190,915 | 6.86% | 221,522,017 | 67.66% | 77,846 |
| 4. To re-elect Timothy Charles Lawlor as a director of the Company. | 218,751,436 | 98.76% | 2,751,256 | 1.24% | 221,502,692 | 67.65% | 97,171 |
| 5. To re-elect Rowan Clare Baker as a director of the Company. | 198,654,995 | 89.68% | 22,866,820 | 10.32% | 221,521,815 | 67.66% | 78,048 |
| 6. To re-elect Helen Owers as a director of the Company. | 197,378,358 | 89.61% | 22,880,388 | 10.39% | 220,258,746 | 67.27% | 1,341,117 |
| 7. To re-elect Usman Shamshad Nabi as a director of the Company. | 217,227,208 | 98.06% | 4,295,572 | 1.94% | 221,522,780 | 67.66% | 77,083 |
| 8. To re-elect Paul William Whetsell as a director of the Company. | 193,241,822 | 87.23% | 28,280,066 | 12.77% | 221,521,888 | 67.66% | 77,975 |
| 9. To re-elect Robert Stanley Lawrence Woodward as a director of the Company. | 194,728,984 | 87.91% | 26,791,691 | 12.09% | 221,520,675 | 67.66% | 78,883 |
| 10. To re-elect Alice Elizabeth Woodwark as a director of the Company. | 198,671,804 | 89.68% | 22,853,315 | 10.32% | 221,525,119 | 67.66% | 74,439 |
| 11. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company. | 219,578,607 | 99.67% | 725,430 | 0.33% | 220,304,037 | 67.29% | 1,296,877 |
| 12. To authorise the Audit Committee (for and on behalf of the Board of Directors) to determine the remuneration of the auditors. | 221,477,203 | 99.97% | 60,176 | 0.03% | 221,537,379 | 67.66% | 63,535 |
| 13. To authorise the Company to make Political Donations. | 211,556,455 | 95.49% | 9,984,244 | 4.51% | 221,540,699 | 67.66% | 60,215 |
| 14. Authority to allot shares. | 217,547,244 | 98.25% | 3,886,044 | 1.75% | 221,433,288 | 67.63% | 167,626 |
| 15. Authority to dis-apply pre-emption rights. | 209,704,923 | 94.71% | 11,704,342 | 5.29% | 221,409,265 | 67.62% | 191,649 |
| 16. Additional authority to disapply pre-emption rights. | 208,943,276 | 94.37% | 12,468,352 | 5.63% | 221,411,628 | 67.62% | 189,286 |
| 17. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice. | 217,211,874 | 98.04% | 4,345,145 | 1.96% | 221,557,019 | 67.67% | 43,895 |
| 18. Authority to purchase own shares. | 219,532,602 | 99.11% | 1,980,159 | 0.89% | 221,512,761 | 67.66% | 88,153 |
| 19. To authorise the conversion of the Company's merger reserve to additional distributable reserves. | 221,448,927 | 99.97% | 61,233 | 0.03% | 221,510,160 | 67.65% | 90,754 |
The issued share capital used to calculate the percentages above was 327,413,857 ordinary shares of 50p each which excludes the 390,070 shares held in Treasury.
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 - To approve the Directors' Remuneration Report
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 2 which received an advisory vote of 72.97%. The Board understands shareholders were concerned with the decision not to apply malus and clawback to the FY23 bonus and 2021 LTIP vesting outcomes. As disclosed within the 2024 Annual Report and Accounts, the Remuneration Committee considered multiple factors, including the quantum of the adjustment, shareholder experience, pay outcomes for 2024 and the impact of the cost issues on future awards. The Committee assessed the impact of these events taking account of its malus and clawback discretionary powers, taking a holistic approach. The Remuneration Committee weighed up all of these factors and determined not to exercise discretion to take any action in respect of the FY23 bonus or 2021 LTIP outcomes. The Board has actively engaged with shareholders over the course of the last year and we will continue to do so, to remain cognisant of their views for future remuneration decisions. In line with the UK Corporate Governance Code, we will publish an update within six months of the 2025 AGM.
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