REG - Vistry Group PLC - Result of AGM

VistryAnnouncement

14/05/2025 17:00

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RNS Number : 7073I  Vistry Group PLC  14 May 2025

Vistry Group PLC (Company No: 00306718) ('Company')

Results of Poll Voting - AGM 2025

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 (http://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
(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     219,738,231  99.97%   64,266      0.03%         219,802,497   67.13%  1,798,417
 December 2024, together with the Strategic report, Directors' report and the
 Independent Auditors report on those accounts.

 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                              67.66%  78,048

                                                                                                                  10.32%        221,521,815
 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           4,295,572   1.94%         221,522,780   67.66%  77,083

                                                                                             98.06%
 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        194,728,984  87.91%   26,791,691  12.09%        221,520,675   67.66%  78,883
 Company.
 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       221,477,203  99.97%   60,176      0.03%         221,537,379   67.66%  63,535
 Directors) to determine the remuneration of the auditors.
 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        217,211,874  98.04%   4,345,145   1.96%         221,557,019   67.67%  43,895
 called on not less than 14 clear days' notice.
 18.  Authority to purchase own shares.                                         219,532,602           1,980,159   0.89%         221,512,761   67.66%  88,153

                                                                                             99.11%
 19.  To authorise the conversion of the Company's merger reserve to            221,448,927           61,233      0.03%         221,510,160   67.65%  90,754
 additional distributable reserves.

                                                                                             99.97%

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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