Strategic Report
Governance Report
Financial Statements
Company Financial Statements
Dilution All share awards are made in accordance with the Board’s dilution policy so that in any rolling period of 10 years, not more than 10% of the
issued ordinary share capital of the Company (adjusted for bonus and rights issues) will be issued for all share incentive schemes operated by the Company. In addition, a
further limit within this has been set on a 5% ten-year dilution level with respect to Executive LTIP awards. The Company satisfies the various equity-based schemes it operates
using a combination of market purchased and newly issued shares. The dilutive effect of LTIP awards issued to date is nil, as these awards are satisfied using market purchased shares.
Directors’ share interests At 30 June 2025, Directors’ shareholdings were as set out below, and at the date of signing, there have been no changes to Directors’ share interests. Minimum shareholding requirement (% of salary) Beneficially owned shares Vested, un- exercised share options Unvested deferred bonus share options 4 Unvested performance LTIP share options 3
Value at 30 June 2025 2 (£’000)
Qualifying shareholding vs requirement 5
Executives Andrea Montague 1 Katherine Jones 1 Andrew Shepherd Non-Executives Maarten Slendebroek Robert Burgess Dagmar Kershaw John Linwood James Rawlingson
200% 200%
8,000 4,455 38,532
– –
7,402
95,051 52,540 31,678
1,700
27.3% 9.7%
–
877
N/A
30,615
16,166
1,800
N/A
1,375 3,044
– – – – –
– – – – –
– – – – –
N/A N/A N/A N/A N/A
N/A N/A N/A N/A N/A
N/A N/A N/A N/A N/A
840 300 500
Total
57,046
30,615
23,568
179,269
4,377
1 The Executive Directors have a shareholding requirement of 200% of salary. As newly appointed Directors, this requirement is not currently met. 2 The value shown is based on the Brooks Macdonald three-month average share price for the period April to June 2025 of £15.389. 3 2023 and 2024 LTIP grants and were made to Andrea Montague, and a 2024 LTIP grant was made to Katherine Jones. 4 The holdings shown excludes consideration of FY25 deferred bonus shares that will be granted shortly. 5 Percentage shown reflects i) the value of shares/share options that qualify against the minimum shareholding policy criteria, which excludes the value of unvested performance LTIP awards where the performance assessment is yet to undertaken, and, ii) the value net of tax and national insurance which assumes a 47% overall withholding rate.
Brooks Macdonald Group plc Annual Report and Accounts 2025
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