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Berkeley Group Holdings PLC - Proxy report- 05/09/2018

The Company has paid a dividend in respect of the financial year, however no resolution to approve the distribution has been proposed at the general meeting.

Item 2: Approve the Remuneration Report

The remuneration structure is not considered acceptable, primarily as the maximum variable remuneration is excessive. The LTIP is fully determined by shareholder returns which are under the control of executives. Performance metrics are not considered sufficiently challenging and we note that the ROE target has been lowered for the coming year. Alignment with performance has not been definitively demonstrated.

Item 21: Approve new Articles of Association

These amendments have been proposed to bring the Articles up to date giving changes in law and practice. They relate to untraced shareholders, voting record date, payment of interim dividends, forfeiture of dividends, service of notice of general meetings and indemnity of directors. There are concerns with the amendments to Article 64, related to Quorum at General Meetings as it establishes that two representatives of the same shareholder can constitute quorum. In addition, the Company has also made "other changes, which are of a minor, technical or clarifying nature" which have not been made a have not been provided by the Company for inspection by shareholders, though they are available for inspection at the Corporate headquarters.

Berkeley Group Holdings PLC

Berkeley Group Holdings is a holding company. Through its subsidiaries, Co. is engaged in residential-led property development focusing on urban regeneration and mixed-use developments. Co. focuses its development in London and the South of England markets.


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