25 March 2021 LEI: 213800QGNIWTXFMENJ24
SSP Group plc (the "Company")
Voting Results of Annual General Meeting held on 25 March 2021
The Company announces that its Annual General Meeting held at 1.30pm on 25 March 2021 at 32 Jamestown Road, London NW1 7HW was successfully concluded.
All Resolutions were duly passed by shareholders by way of a poll. The voting results are below and will also be available on the Company's website (www.foodtravelexperts.com).
| Resolution | Votes For | % | Votes Against | % | Votes Total | % of issued share capital voted | Votes withheld |
| 1. To receive the Company's annual accounts for the year ended 30 September 2020 together with the Directors' report and the Auditors' report on those accounts | 410,899,207 | 99.71% | 1,209,454 | 0.29% | 412,108,661 | 76.65% | 5,761,650 |
| 2. To approve the Directors' Remuneration Report for the year ended 30 September 2020 (excluding Directors' Remuneration Policy); | 410,268,869 | 99.70% | 1,232,913 | 0.30% | 411,501,782 | 76.54% | 6,368,528 |
| 3. To approve the Directors' Remuneration Policy for the year ended 30 September 2020; | 355,039,577 | 90.21% | 38,517,522 | 9.79% | 393,557,099 | 73.20% | 24,313,211 |
| 4. To approve the Restricted Share Plan as an employee share plan; | 372,103,027 | 89.75% | 42,519,521 | 10.25% | 414,622,548 | 77.12% | 3,247,762 |
| 5. To re-elect Mike Clasper as a Director of the Company; | 389,801,997 | 94.01% | 24,814,841 | 5.99% | 414,616,838 | 77.12% | 3,253,471 |
| 6. To re-elect Simon Smith as a Director of the Company; | 412,451,082 | 100.00% | 11,040 | 0.00% | 412,462,122 | 76.71% | 5,408,189 |
| 7. To re-elect Jonathan Davies as a Director of the Company; | 413,900,832 | 99.83% | 723,137 | 0.17% | 414,623,969 | 77.12% | 3,246,341 |
| 8. To re-elect Carolyn Bradley as a Director of the Company; | 394,976,407 | 99.57% | 1,701,356 | 0.43% | 396,677,763 | 73.78% | 21,192,547 |
| 9. To re-elect Ian Dyson as a Director of the Company; | 403,110,133 | 97.22% | 11,508,121 | 2.78% | 414,618,254 | 77.12% | 3,252,056 |
| 10. To elect Judy Vezmar as a Director of the Company; | 414,614,054 | 100.00% | 4,130 | 0.00% | 414,618,184 | 77.12% | 3,252,127 |
| 11. To elect Tim Lodge as a Director of the Company; | 414,249,522 | 99.91% | 366,149 | 0.09% | 414,615,671 | 77.11% | 3,253,740 |
| 12. To re-appoint KPMG LLP as auditor of the Company; | 409,882,697 | 98.86% | 4,743,601 | 1.14% | 414,626,298 | 77.12% | 3,244,011 |
| 13. To authorise the Directors to determine the remuneration of the Auditor; | 414,620,310 | 100.00% | 2,149 | 0.00% | 414,622,459 | 77.12% | 3,247,851 |
| 14. To authorise the Company and its subsidiaries to make political donations and/or incur political expenditure; | 413,931,343 | 99.83% | 684,122 | 0.17% | 414,615,465 | 77.11% | 3,254,845 |
| 15. To authorise the Directors to allot shares pursuant to section 551 of the Companies Act 2006; | 324,345,216 | 78.23% | 90,279,300 | 21.77% | 414,624,516 | 77.12% | 3,245,794 |
| 16. To authorise the Directors to dis-apply pre-emption rights pursuant to sections 570 and 573 of the Companies Act 2006 (General); | 396,854,203 | 95.71% | 17,768,354 | 4.29% | 414,622,557 | 77.12% | 3,247,752 |
| 17. To authorise the Directors to dis-apply pre-emption rights pursuant to sections 570 and 573 of the Companies Act 2006 (Acquisition or Capital Investment); | 385,498,677 | 92.98% | 29,123,795 | 7.02% | 414,622,472 | 77.12% | 3,247,838 |
| 18. To authorise the Company to make market purchases of its ordinary shares; and | 410,819,308 | 99.13% | 3,619,446 | 0.87% | 414,438,754 | 77.08% | 3,431,556 |
| 19. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice. | 355,602,098 | 85.76% | 59,024,296 | 14.24% | 414,626,394 | 77.12% | 3,243,917 |
Notes:
(1) Full details of the resolutions are set out in the Notice of Annual General Meeting dated 22 February 2021 (which is available on the Company's website at www.foodtravelexperts.com).
(2) Resolutions 1 to 15 were ordinary resolutions, requiring more than 50% of shareholders' votes to be cast in favour of the resolutions. Resolutions 16 to 19 were special resolutions, requiring at least 75% of shareholders' votes to be cast in favour of the resolutions.
(3) Votes 'For' include those votes giving the Chairman discretion.
(4) There were 537,659,932 ordinary shares (excluding treasury shares) in issue all of which had the right to vote. 263,499 ordinary shares were held in treasury which do not carry voting rights.
(5) A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.
(6) Copies of all the resolutions passed, other than ordinary business, have been submitted to the National Storage Mechanism and will soon be available for inspection at www.Morningstar.co.uk/uk/nsm.
Resolution 15 - General Allotment Authority
The Board is pleased with the overall level of support for all the resolutions. It acknowledges, however, the significant vote against resolution 15 (the directors' general authority to allot shares) (AGM Allotment Authority). The Board is committed to continuing an open and transparent dialogue with the Company's shareholders and following the AGM, will seek to engage with those shareholders who voted against this resolution to understand their views and/or any specific concerns. We will publish an update on this engagement, in accordance with the UK Corporate Governance Code, within six months of the 2021 AGM as well as a final summary in the Company's Annual Report for the 2021 Financial Year. The Board notes that the authority granted today by shareholders falls within the Investment Association's Share Capital Management Guidelines.
In addition, the Board notes that the Rights Issue prospectus published by the Company on 17 March 2021 includes an undertaking that the directors will not allot and issue shares under the AGM Allotment Authority where to do so would exceed such authority as reduced by the number of shares allotted and issued under the rights issue. This undertaking has been given to assure shareholders that the directors will have the same allotment authority after the rights issue as they would have had they been able to use the AGM Allotment Authority for the rights issue.
For further information contact:
Helen Byrne
General Counsel & Company Secretary
+44 (0)207 543 3300
Investor and analyst enquiries
Sarah John
Corporate Affairs Director
+44 (0)203 714 5251
E-mail: sarah.john@ssp-intl.com
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