The Berkeley Group Holdings plc
(the "Company")
2025 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 5 September 2025 are:
| Resolution Number | Resolution | Votes FOR | % | Votes AGAINST | % | Total Votes Validly Cast (excluding withheld) | % of ISC Voted | Withheld Votes |
| 1 | Accounts for the year ended 30 April 2025, together with the Reports of the Directors and Auditor thereon | 78,867,774 | 99.99 | 838 | 0.01 | 78,868,612 | 82.36% | 2,409,943 |
| 2 | To approve the Annual Report on Remuneration for the year ended 30 April 2025 | 71,985,903 | 93.87 | 4,703,207 | 6.13 | 76,689,110 | 80.08% | 4,589,445 |
| 3 | To approve the Directors' Remuneration Policy | 59,196,070 | 77.19 | 17,492,146 | 22.81 | 76,688,216 | 80.08% | 4,590,339 |
| 4 | THAT the rules of The Berkeley Group Holdings plc Performance Share Plan (the 'PSP'), be approved and the Directors be authorised to do all such acts and things necessary to establish and give effect to the PSP | 61,058,593 | 79.62 | 15,631,001 | 20.38 | 76,689,594 | 80.08% | 4,588,961 |
| 5 | To re-elect R Downey as a Director of the Company | 80,323,322 | 98.83 | 952,102 | 1.17 | 81,275,424 | 84.87% | 3,131 |
| 6 | To re-elect R C Perrins as a Director of the Company | 65,490,390 | 81.44 | 14,926,387 | 18.56 | 80,416,777 | 83.97% | 861,778 |
| 7 | To re-elect R J Stearn as a Director of the Company | 81,247,672 | 99.97 | 27,737 | 0.03 | 81,275,409 | 84.87% | 3,146 |
| 8 | To re-elect A Kemp as a Director of the Company | 80,279,962 | 98.78 | 995,447 | 1.22 | 81,275,409 | 84.87% | 3,146 |
| 9 | To re-elect N Adams as a Director of the Company | 79,093,315 | 97.32 | 2,181,559 | 2.68 | 81,274,874 | 84.87% | 3,681 |
| 10 | To re-elect E Adekunle as a Director of the Company | 81,254,632 | 99.97 | 20,792 | 0.03 | 81,275,424 | 84.87% | 3,131 |
| 11 | To re-elect S Sands as a Director of the Company | 81,255,900 | 99.98 | 19,024 | 0.02 | 81,274,924 | 84.87% | 3,631 |
| 12 | To re-elect KPMG as auditor of the Company and hold office until the conclusion of the next general meeting | 77,438,817 | 95.28 | 3,836,839 | 4.72 | 81,275,656 | 84.87% | 2,899 |
| 13 | To authorise the Audit Committee to determine the auditor's remuneration | 80,053,208 | 98.50 | 1,221,640 | 1.50 | 81,274,848 | 84.87% | 3,707 |
| 14 | That the Directors be authorised to allot shares and grant rights to subscribe for, or convert any security into, shares (see AGM Notice) | 72,726,370 | 89.48 | 8,549,424 | 10.52 | 81,275,794 | 84.87% | 2,761 |
| 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) | 70,601,293 | 86.87 | 10,674,715 | 13.13 | 81,276,008 | 84.87% | 2,547 |
| 16* | That, subject to Resolutions 14 and 15, the Directors be authorised to allot equity securities for cash (see AGM Notice) | 69,454,564 | 85.46 | 11,820,980 | 14.54 | 81,275,544 | 84.87% | 3,011 |
| 17* | That the Company be authorised to make market purchases of its own shares (see AGM Notice) | 81,006,359 | 99.94 | 50,482 | 0.06 | 81,056,841 | 84.64% | 221,714 |
| 18 | That the Company and its subsidiaries be authorised to make political donations (see AGM Notice) | 73,913,749 | 96.38 | 2,776,881 | 3.62 | 76,690,630 | 80.08% | 4,587,925 |
| 19* | That general meetings of the Company (other than Annual General Meetings) may be called by notice of not less than 14 clear days | 77,045,614 | 94.79 | 4,230,949 | 5.21 | 81,276,563 | 84.87% | 1,992 |
Notes
*Special resolution
The votes "for" include those votes giving discretion to the Chairman. A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.
The Company has considered the reasons for the results of today's meeting and reflected in the voting outcomes for the resolutions regarding the approval of the new Remuneration Policy (Resolution 3) and the PSP (Resolution 4), which were passed with a majority vote of 77.19% and 79.62% in favour respectively.
In developing the Remuneration Policy, the Remuneration Committee engaged extensively with shareholders. While a significant majority of shareholders supported the resolutions, we will continue to consult with shareholders and carefully consider this input as we implement the Policy. We remain committed to maintaining a remuneration policy that supports our strategic objectives and aligns with shareholder interests. In accordance with the UK Corporate Governance Code, we will publish an update on the outcome of any further engagement feedback received within six months of the Annual General Meeting and a summary of views will be included in our next Annual Report.
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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