Source - LSE Regulatory
RNS Number : 5469T
SSP Group PLC
25 March 2021
 

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%

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%

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%

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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