CWD.L Regulatory News (CWD)

20 August 2018

Countrywide plc

("Countrywide", the "Company" or the "Group") (LSE: CWD)

Proposed Remuneration Policy and Countrywide Absolute Growth Plan

On 2 August 2018, the Company announced a new capital refinancing plan and published a combined prospectus and circular containing a notice for a general meeting of the Company to be held on 28 August 2018 (the "General Meeting"). The notice of the General Meeting includes, at Resolution 1, a proposal to adopt a new remuneration policy (the "New Policy") and, at Resolution 2, a proposal to establish the Countrywide Absolute Growth Plan (the "AGP") in line with the New Policy. The Company stated that it would be consulting in advance of the General Meeting with major shareholders and representative bodies on the proposed changes and the Chair of the Remuneration Committee has now concluded these meetings.

The Board is pleased with the support it has received from both existing and new shareholders in relation to the raising of £140 million of additional equity. Subject to the approval of the issue on 28 August 2018, this will provide the Group with greater long-term certainty, flexibility and balance sheet strength, and will allow management to fully focus on the three-year turnaround plan and return to growth strategy.

The consultation meetings on remuneration with the major shareholders have been both constructive and supportive. There has been agreement that the proposals focus on rebuilding shareholder value as well as discussion as to whether that is sufficient to merit moving from the existing Remuneration policy. Taking these factors into consideration, the Board has decided that the Directors' Remuneration Policy should not be amended and that the Group's existing remuneration policy and long-term incentive arrangements as approved by shareholders at the Company's annual general meeting held in 2017 will remain in place.

As a result, the Company announces that the resolutions seeking shareholders` approval in respect of the New Policy and of the AGP are being withdrawn and will not be voted upon at the General Meeting.

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