29 July 2022
B&M European Value Retail S.A.
AGM Voting Results
All resolutions proposed at the Annual General Meeting of the Company held on 28 July 2022 were passed on a poll by shareholders. The results of the poll were as follows.
| | | VOTES FOR | % | VOTES AGAINST | % | VOTES TOTAL | % of ISC VOTED | VOTES WITHHELD |
| 1 | To receive the Directors Report on the Annual Accounts of the Company for the year ended March 2022
| 690,135,303 | 99.8 | 1,613,795 | 0.2 | 691,749,098 | 69.09 | 1,769,229 |
| 2 | To receive the consolidated and unconsolidated Financial Statements and Annual Accounts for the financial year ended March 2022 and the Auditor's Reports thereon
| 690,135,303 | 99.8 | 1,613,795 | 0.2 | 691,749,098 | 69.09 | 1,769,229 |
| 3 | To approve the consolidated Financial Statements and Annual Accounts of the Company for the year ended 26 March 2022 | 690,135,303 | 99.8 | 1,613,795 | 0.2 | 691,749,098 | 69.09 | 1,769,229 |
| 4 | To approve the unconsolidated Financial Statements and Annual Accounts of the Company for the year ended 31 March 2022
| 690,134,972 | 99.8 | 1,614,126 | 0.2 | 691,749,098 | 69.09 | 1,769,229 |
| 5 | To approve the result of the Company for the year ended 31 March 2022 and allocation
| 692,447,944 | 100 | 0 | 0.0 | 692,447,944 | 69.16 | 1,070,383 |
| 6 | To approve the total dividend of the Company for the year ended 31 March 2022
| 692,448,944 | 100 | 0 | 0.0 | 692,448,944 | 69.16 | 1,069,383 |
| 7
| To receive and approve the annual report on the Directors' Remuneration
| 637,198,382 | 94.3 | 38,312,060 | 5.7 | 675,510,442 | 67.47 | 18,007,885 |
| 8 | To discharge each of the Directors for the financial year ended 31 March 2022
| 687,806,873 | 99.5 | 3,355,234 | 0.5 | 691,062,107 | 69.03 | 2,356,220 |
| 9 | To re-elect Peter Bamford as a Director
| 660,170,568 | 95.3 | 32,277,376 | 4.7 | 692,447,944 | 69.16 | 1,070,383 |
| 10 | To re-elect Simon Arora as a Director
| 671,929,416 | 97.0 | 20,518,528 | 3.0 | 692,447,944 | 69.16 | 1,070,383 |
| 11 | To re-elect Alejandro Russo as a Director
| 689,686,373 | 99.6 | 2,760,947 | 0.4 | 692,447,320 | 69.16 | 1,071,007 |
| 12 | To re-elect Ron McMillan as a Director
| 584,930,361 | 86.5 | 91,350,493 | 13.5 | 676,280,854 | 67.55 | 17,237,473 |
| 13 | To re-elect Tiffany Hall as a Director
| 638,580,013 | 92.2 | 53,867,207 | 7.8 | 692,447,220 | 69.16 | 1,071,107 |
| 14 | To re-elect Carolyn Bradley as a Director | 667,183,563 | 96.4 | 25,263,757 | 3.6 | 692,447,320 | 69.16 | 1,071,007 |
| 15 | To re-elect Paula MacKenzie as a Director | 692,096,400 | 99.9 | 351,544 | 0.1 | 692,447,944 | 69.16 | 1,070,383 |
| 16 | To discharge the Independent Auditor for the year ended 31 March 2022
| 688,545,309 | 99.6 | 2,617,422 | 0.4 | 691,162,731 | 69.03 | 2,355,596 |
| 17 | To re-appoint KPMG Luxembourg Société Coopérative as Independent Auditor of the Company
| 677,254,487 | 98.0 | 13,579,622 | 2.0 | 690,834,149 | 68.99 | 2,684,178 |
| 18
| To authorise the Directors to determine the Independent Auditor's remuneration | 678,868,282 | 98.0 | 13,579,622 | 2.0 | 692,447,944 | 69.16 | 1,070,383 |
| 19 | To authorise the Company to make market purchases of its ordinary shares of up to 10% of its ordinary issued shares *
| 688,778,366 | 99.5 | 3,338,993 | 0.5 | 692,117,359 | 69.13 | 1,400,968 |
| 20 | To confirm the Board of Directors have full power to issue ordinary shares on a non-pre-emptive basis for cash representing 5% of the issued share capital of the Company generally, as provided by the Articles of Association and to acknowledge the Directors' intention to comply with the Statement of Principles on Dis-applying Pre-Emption Rights to the extent practical for a Luxembourg company
| 692,296,618 | 99.98 | 152,326 | 0.02 | 692,448,944 | 69.16 | 1,069,383 |
| 21 | To confirm the Board of Directors have full power, in addition to any authority granted under resolution 20, to issue ordinary shares on a non-pre-emptive basis, for cash representing a further 5% of the issued share capital of the Company for the purposes of financing an acquisition or a capital investment (or refinancing such a transaction) as defined in the Statement of Principles on Dis-Applying Pre-Emption Rights, as provided by the Articles of Association
| 690,606,503 | 99.7 | 1,781,172 | 0.3 | 692,387,675 | 69.15 | 1,130,652 |
* Whilst the Company seeks authority on an annual basis to perform share buybacks (as is customary for UK PLCs), the Board notes that it has no current intention of utilising this authority, reflecting the complexities of executing an on market buyback for a company incorporated in Luxembourg such as B&M. The Board continuously reviews the Group's capital structure and has regularly returned funds to all its shareholders by way of both ordinary and special dividends.
The results of the poll will also be posted on the Company's website at www.bandmretail.com
Please note that a vote withheld is not a vote in law and is not counted in the calculation of votes for and against a resolution.
The total number of shares of the Company in issue on the record date on 14 July 2022 (for being eligible to vote at the AGM) was 1,001,226,836 ordinary shares.
Enquiries
B&M European Value Retail S.A.
For further information please contact +44 (0) 151 728 5400
Simon Arora, Chief Executive Officer
Alejandro Russo, Chief Financial Officer
Investor.relations@bandmretail.com
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