Whitbread PLC - Annual General Meeting Resolutions 22 June 2023
Whitbread PLC announces that at the Annual General Meeting held on 22 June 2023 (the "AGM"), all resolutions were voted on by a poll and were duly passed. The results of the AGM are as follows:
| | | | | | | | |
| RESOLUTION | VOTES | % | VOTES | % | VOTES | % of ISC VOTED | VOTES |
| 1. To receive the Annual Report and Accounts for the year ended 2 March 2023 | 134,019,141 | 99.85 | 203,311 | 0.15 | 134,222,452 | 63.40% | 192,048 |
| 2. To approve the Annual Report on Remuneration | 126,239,328 | 93.97 | 8,099,223 | 6.03 | 134,338,551 | 63.46% | 75,949 |
| 3. To declare a final dividend of 49.8p per ordinary share | 134,391,881 | 99.98 | 21,071 | 0.02 | 134,412,952 | 63.49% | 1,548 |
| 4. To elect Dominic Paul as a director | 134,060,237 | 99.76 | 317,885 | 0.24 | 134,378,122 | 63.48% | 36,378 |
| 5. To elect Karen Jones as a director | 134,318,397 | 99.95 | 60,645 | 0.05 | 134,379,042 | 63.48% | 35,458 |
| 6.To elect Cilla Snowball as a director | 134,310,043 | 99.95 | 67,187 | 0.05 | 134,377,230 | 63.48% | 37,270 |
| 7.To re-elect David Atkins as a director | 129,603,240 | 96.43 | 4,792,146 | 3.57 | 134,395,386 | 63.49% | 19,114 |
| 8. To re-elect Kal Atwal as a director | 129,956,821 | 96.70 | 4,441,549 | 3.30 | 134,398,370 | 63.49% | 16,130 |
| 9.To re-elect Horst Baier as a director | 132,212,921 | 98.37 | 2,184,319 | 1.63 | 134,397,240 | 63.49% | 17,260 |
| 10.To re-elect Fumbi Chima as a director | 132,571,878 | 98.64 | 1,825,970 | 1.36 | 134,397,848 | 63.49% | 16,652 |
| 11. To re-elect Adam Crozier as a director | 122,939,257 | 92.76 | 9,594,119 | 7.24 | 132,533,376 | 62.61% | 1,881,191 |
| 12. To re-elect Frank Fiskers as a director | 127,639,156 | 94.97 | 6,759,809 | 5.03 | 134,398,965 | 63.49% | 15,602 |
| 13. To re-elect Richard Gillingwater as a director | 129,602,333 | 96.43 | 4,795,378 | 3.57 | 134,397,711 | 63.49% | 16,856 |
| 14. To re-elect Chris Kennedy as a director | 132,209,770 | 98.37 | 2,187,967 | 1.63 | 134,397,737 | 63.49% | 16,830 |
| 15. To re-elect Hemant Patel as a director | 133,961,614 | 99.67 | 436,942 | 0.33 | 134,398,556 | 63.49% | 16,011 |
| 16. To reappoint Deloitte LLP as the auditor | 132,572,477 | 99.96 | 49,375 | 0.04 | 132,621,852 | 62.65% | 1,792,785 |
| 17. To authorise the Board, through the Audit Committee, to set the auditor's remuneration | 134,393,830 | 99.99 | 10,907 | 0.01 | 134,404,737 | 63.49% | 9,830 |
| 18. To authorise the Company to make political donations | 126,398,706 | 94.64 | 7,161,799 | 5.36 | 133,560,505 | 63.09% | 854,132 |
| 19. To authorise the Board to allot shares | 122,748,794 | 91.33 | 11,653,307 | 8.67 | 134,402,101 | 63.49% | 12,465 |
| 20. To authorise the disapplication of pre-emption rights | 129,989,710 | 96.77 | 4,338,534 | 3.23 | 134,328,244 | 63.45% | 86,323 |
| 21. To authorise the disapplication of pre-emption rights in connection with an acquisition or a specified capital investment | 128,093,719 | 95.36 | 6,234,150 | 4.64 | 134,327,869 | 63.45% | 86,698 |
| 22. To authorise the Company to purchase its own ordinary shares | 132,328,192 | 98.50 | 2,013,379 | 1.50 | 134,341,571 | 63.46% | 72,996 |
| 23. To enable the Company to call general meetings, other than an Annual General Meeting, on reduced notice | 127,350,091 | 94.75 | 7,057,615 | 5.25 | 134,407,706 | 63.49% | 6,931 |
| 24. To approve amendments to the Company's Articles of Association (LIBOR Amendments) | 134,352,461 | 99.97 | 38,245 | 0.03 | 134,390,706 | 63.48% | 23,861 |
| 25. To approve amendments to the Company's Articles of Association (General Amendments) | 132,327,144 | 98.54 | 1,964,540 | 1.46 | 134,291,684 | 63.44% | 122,883 |
A copy of all the resolutions passed, other than those concerning ordinary business, has been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Following the AGM: (i) a meeting of the holders of B preference shares of 1 pence each in the capital of the Company (the "B Class Meeting"), opened at 3.25 pm on 22 June 2023; and (ii) a meeting of the holders of C preference shares of 1 pence each in the capital of the Company (the "C Class Meeting"), opened at 3.35 pm on 22 June 2023. The B Class Meeting and C Class Meeting were adjourned due to a lack of quorum.
Notice is hereby given that:
(A) the B Class Meeting has been adjourned to 10.00 am on Monday 3 July 2023 at Whitbread Court, Houghton Hall Business Park, Porz Avenue, Dunstable, LU5 5XE (the "Adjourned B Class Meeting"); and
(B) the C Class Meeting has been adjourned to 10.05 am (or immediately following the conclusion of the Adjourned B Class Meeting, if later) on Monday 3 July 2023 at Whitbread Court, Houghton Hall Business Park, Porz Avenue, Dunstable, LU5 5XE (the "Adjourned C Class Meeting").
Further information concerning the business to be transacted at the Adjourned B Class Meeting and Adjourned C Class Meeting is set out in the Notice of B Class Meeting dated 18 May 2023 and the Notice of C Class Meeting dated 18 May 2023, copies of which are available on the Company's website at https://www.whitbread.co.uk/investors/shareholder-centre/general-meetings/.
Resolution 24, which was passed by the holders of ordinary shares at the Annual General Meeting, was contingent on the passing of resolutions at each of the B and C Share Class meetings and will therefore only come into effect in the event that the resolutions are approved at the Adjourned B Class Meeting and Adjourned C Class Meeting on 3 July 2023.
Enquiries:
Investor queries | Whitbread | investorrelations@whitbread.com
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