The Berkeley Group Holdings plc
(the "Company")
2024 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 2024 are:
| Resolution Number | Resolution | Votes FOR1 | % | Votes AGAINST | % | Total Votes Validly Cast (excluding withheld) | % of ISC Voted | Withheld Votes2 |
| 1 | Accounts for the year ended 30 April 2024, together with the Reports of the Directors and Auditor thereon | 83,948,874 | 99.97 | 28,262 | 0.03 | 83,977,136 | 79.44% | 2,335,301 |
| 2 | To approve the Annual Report on Remuneration for the year ended 30 April 2024 | 79,765,047 | 92.49 | 6,474,255 | 7.51 | 86,239,302 | 81.58% | 73,132 |
| 3 | To re-elect M Dobson as a Director of the Company | 82,787,087 | 95.93 | 3,511,417 | 4.07 | 86,298,504 | 81.64% | 13,931 |
| 4 | To re-elect R Downey as a Director of the Company | 84,840,436 | 98.31 | 1,457,929 | 1.69 | 86,298,365 | 81.64% | 14,071 |
| 5 | To re-elect R C Perrins as a Director of the Company | 86,294,337 | 99.99 | 4,169 | 0.01 | 86,298,506 | 81.64% | 13,931 |
| 6 | To re-elect R J Stearn as a Director of the Company | 85,845,362 | 99.47 | 453,144 | 0.53 | 86,298,506 | 81.64% | 13,931 |
| 7 | To re-elect A Kemp as a Director of the Company | 83,987,438 | 97.32 | 2,311,066 | 2.68 | 86,298,504 | 81.64% | 13,931 |
| 8 | To re-elect N Adams as a Director of the Company | 83,109,793 | 96.31 | 3,188,710 | 3.69 | 86,298,503 | 81.64% | 13,931 |
| 9 | To re-elect W Jackson as a Director of the Company | 84,015,470 | 97.35 | 2,283,034 | 2.65 | 86,298,504 | 81.64% | 13,931 |
| 10 | To re-elect E Adekunle as a Director of the Company | 86,294,090 | 99.99 | 4,276 | 0.01 | 86,298,366 | 81.64% | 14,071 |
| 11 | To re-elect S Sands as a Director of the Company | 86,294,372 | 99.99 | 4,134 | 0.01 | 86,298,506 | 81.64% | 13,931 |
| 12 | To re-elect KPMG as auditor of the Company and hold office until the conclusion of the next general meeting | 81,472,367 | 94.41 | 4,826,133 | 5.59 | 86,298,500 | 81.64% | 13,937 |
| 13 | To authorise the Audit Committee to determine the auditor's remuneration | 85,403,641 | 98.96 | 895,085 | 1.04 | 86,298,726 | 81.64% | 13,711 |
| 14 | That the Directors be authorised to allot shares and grant rights to subscribe for, or convert any security into, shares (see AGM Notice) | 79,505,142 | 92.13 | 6,794,196 | 7.87 | 86,299,338 | 81.64% | 13,098 |
| 15* | That, subject to Resolution 14, the Directors be authorised to allot shares and / or sell equity securities for cash as if Section 561 of the Act did not apply (see AGM Notice) | 79,897,858 | 92.58 | 6,400,989 | 7.42 | 86,298,847 | 81.64% | 13,589 |
| 16* | That, subject to Resolutions 14 and 15, the Directors be authorised to allot equity securities for cash (see AGM Notice) | 77,613,135 | 90.08 | 8,544,334 | 9.92 | 86,157,469 | 81.50% | 154,966 |
| 17* | That the Company be authorised to make market purchases of its own shares (see AGM Notice) | 86,048,251 | 99.87 | 111,646 | 0.13 | 86,159,897 | 81.51% | 152,540 |
| 18 | That the Company and its subsidiaries be authorised to make political donations (see AGM Notice) | 81,811,769 | 95.14 | 4,180,671 | 4.86 | 85,992,440 | 81.35% | 319,997 |
| 19* | That general meetings of the Company (other than Annual General Meetings) may be called by notice of not less than 14 clear days | 79,417,629 | 92.03 | 6,880,946 | 7.97 | 86,298,575 | 81.64% | 13,862 |
| 20 | That subject to the admission of the New Ordinary Shares, each existing share be subdivided and a special dividend be paid to shareholders on 20 September 2024 (see AGM Notice) | 86,293,906 | 99.99 | 5,641 | 0.01 | 86,299,547 | 81.64% | 12,890 |
Notes
*Special resolution
1. The votes "for" include those votes giving discretion to the Chairman.
2. A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.
Special Dividend and Share Consolidation
Further to the AGM Notice and the AGM held today, Resolution 20 was passed by the requisite majority of shareholders on a poll.
Accordingly, as described in further detail in Appendix 2 to the AGM Notice and subject to Admission of the New Ordinary Shares:
• the Special Dividend has been approved by shareholders and is expected to be paid on 20 September 2024 to those shareholders on the register of members of the Company at 6:00 pm today, Friday 6 September 2024;
• the Share Consolidation has been approved by shareholders and will replace every 100 Existing Ordinary Shares held at 6:00 pm today, Friday 6 September 2024, with 96.49 New Ordinary Shares.
Applications have been made to the Financial Conduct Authority to amend the Official List and to the LSE for an amendment to trading to reflect the Share Consolidation. It is expected that trading in the New Ordinary Shares will commence on the LSE at 8:00 am on Monday 9 September 2024.
The ISIN for the New Ordinary Shares will be GB00BP0RGD03 and the SEDOL for the New Ordinary Shares will be BP0RGD0.
Following the Share Consolidation, the Company's total issued share capital will comprise 110,474,498 New Ordinary Shares of 5.6110477936 pence each. The Company will hold 8,475,936 New Ordinary Shares in treasury and will not be permitted to exercise voting rights in respect of those New Ordinary Shares. As such, the total number of voting rights in the Company following the Share Consolidation will be 101,998,562.
Copies of the resolutions passed will shortly be available for inspection on the National Storage Mechanism at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The full text of the resolutions can be found in the AGM Notice which can be located in the Investors section of the Company's website at the following location: www.berkeleygroup.co.uk/investors.
For further information please contact:
Victoria Mee Tel: 01932 868 555
Company Secretary
The Berkeley Group Holdings plc
Novella Communications Tel: 020 3151 7008
Tim Robertson
LEI: 2138009OQSSLVVHQAL78
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