Result of AGM

22 September 2021

Studio Retail Group PLC ("Studio" or the "Company")

Result of Annual General Meeting

The Board of Studio announces that the Resolutions proposed at the Annual General Meeting held on 22 September 2021 were duly passed on a poll and without amendment by the required majorities. 

Further details of the Resolutions were set out in the notice of meeting to shareholders of Studio issued on 27 July 2021.

Copies of each of the resolutions passed at the meeting comprising Special Business are also set out below.

The final votes for each resolution were as follows:

The Company's issued share capital consists of 87,012,534 ordinary shares of £0.10 each with ISIN GB 00B8B4R053. The Company does not hold any shares in Treasury. Therefore, the total number of ordinary shares in the Company with voting rights is 87,012,534.

The above figure, 87,012,534, may be used by shareholders as denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA's Disclosure and Transparency Rules.

SPECIAL BUSINESS

(ORDINARY) RESOLUTION NUMBER 10

That the directors be and are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the "2006 Act") to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company:

(i) up to an aggregate nominal amount of £2,895,584; and

(ii) comprising equity securities (as defined in the 2006 Act) up to an aggregate nominal amount of £5,791,168 (including within such limit any shares issued or rights granted under paragraph (i) above) in connection with an offer by way of a rights issue to:

(a) holders of ordinary shares of 10 pence each in the capital of the Company ("Ordinary Shares") on the register on a record date fixed by the directors in proportion (as nearly as may be practicable) to their existing holdings; and

(b) holders of other equity securities if this is required by the rights of those securities or, if the directors consider it necessary, as permitted by the rights of those securities,

and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory, or any matter whatsoever,

provided that this authority shall expire at the conclusion of the Company's next Annual General Meeting, save that the Company may, before such expiry, make offers or enter into any agreements which would, or might, require rights to subscribe for or to convert any securities into Ordinary Shares to be granted or equity securities to be allotted after such expiry and the directors may allot equity securities or grant such rights under such offer or agreement as if the authority conferred by this resolution had not expired.

SPECIAL BUSINESS

(ORDINARY) RESOLUTION NUMBER 11

In accordance with sections 366 and 367 of the 2006 Act to authorise the Company (and subsidiaries of the Company at any time during the period for which this resolution has effect) during the period from the date of this resolution to the conclusion of the Company's next Annual General Meeting:

(i) to make political donations to political parties and/or independent election candidates;

(ii) to make political donations to political organisations other than political parties; and

(iii) to incur political expenditure,

up to an aggregate amount of £50,000, and the amount authorised under each of paragraphs (i) to (iii) of this resolution shall also be limited to such amount and that words and expressions defined for the purpose of the 2006 Act shall have the same meaning in this resolution.

SPECIAL BUSINESS

(SPECIAL) RESOLUTION NUMBER 12

That, subject to the passing of resolution 10, the directors are hereby generally empowered pursuant to sections 570 and 573 of the 2006 Act to allot equity securities (within the meaning of the 2006 Act) for cash under the authority given by that resolution and/or to sell Ordinary Shares held by the Company as treasury shares for cash as if section 561 of the 2006 Act did not apply to any such allotment or sale, provided that the power shall be limited to:

(i) the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under resolution 10(ii), by way of a rights issue only) to:

(a) holders of ordinary shares of 10 pence each in the capital of the Company ("Ordinary Shares") on the register on a record date fixed by the directors in proportion (as nearly as may be practicable) to their existing holdings; and

(b) holders of other equity securities if this is required by the rights of those securities or, if the directors consider it necessary, as permitted by the rights of those securities,

and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory, or any matter whatsoever; and

(ii) in the case of the authority granted under resolution 10(i), the allotment (otherwise than under paragraph (i) above) of equity securities or sale of treasury shares for cash up to an aggregate amount of £434,337 representing 5% of the Company's ordinary issued share capital as at 26 July 2021 (being the latest practicable date prior to the publication of this document).

Such power shall apply until the conclusion of the Company's next Annual General Meeting, save that the Company may, before such expiry, make offers or enter into any agreements which would, or might, require equity securities to be allotted or equity securities held as treasury shares to be sold under such offer or agreement as if the power conferred by this resolution had not expired.

SPECIAL BUSINESS

(SPECIAL) RESOLUTION NUMBER 13

That, subject to the passing of resolution 10 and in addition to the power granted to them under resolution 12, the directors be hereby generally empowered pursuant to sections 570 and 573 of the 2006 Act to allot equity securities (within the meaning of the 2006 Act) for cash, pursuant to the authority conferred by resolution 10(i) as if section 561 of the 2006 Act did not apply to the allotment, provided that the power shall:

(i) in the case of the authority granted under resolution 10(i):

(a) be limited to the allotment of equity securities for cash up to an aggregate nominal amount of £434,337 representing 5% of the Company's ordinary issued share capital as at 26 July 2021 (being the latest practicable date prior to the publication of this document); and

(b) be used only for the purposes of financing (or refinancing, if the power is used within six months of the original transaction) a transaction which the directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-emption Rights most recently published by the Pre-Emption Group prior to the date of this document; and

(ii) apply until the conclusion of the Company's next Annual General Meeting, save that the Company may, before such expiry, make offers or enter into any agreements which would, or might, require equity securities to be allotted or equity securities held as treasury shares to be sold under such offer or agreement as if the power conferred by this resolution had not expired.

SPECIAL BUSINESS

(SPECIAL) RESOLUTION NUMBER 14

That the Company be hereby generally and unconditionally authorised pursuant to section 701 of the 2006 Act to make market purchases (as defined in section 639(4) of the Act) of Ordinary Shares provided that:

(i) the maximum number of Ordinary Shares which may be purchased is 8,686,753, being approximately 10% of the Company issued ordinary share capital as at 26 July 2021 (being the latest practicable date prior to the publication of this document);

(ii) the minimum price (excluding stamp duty and expenses) which may be paid for each Ordinary Share is 10 pence;

(iii) the maximum price which may be paid for each Ordinary Share (exclusive of stamp duty and expenses) is an amount not more than the higher of:

(a) 105% of the average middle market price of an Ordinary Share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the date of purchase; and

(b) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share as derived from the London Stock Exchange Trading System; and

(iv) this authority will expire at the conclusion of the Company's next Annual General Meeting, save that the Company may make a contract or contracts to purchase Ordinary Shares under the authority hereby conferred prior to the expiry of such authority and may make a purchase of Ordinary Shares in pursuant to any such contract. 

SPECIAL BUSINESS

(SPECIAL) RESOLUTION NUMBER 15

That with effect from the end of this Annual General Meeting, the articles of association produced to the meeting and signed by the Chairman for the purpose of identification, are adopted as the articles of association of the Company in substitution for, and to the exclusion of, the Company's existing articles of association.

SPECIAL BUSINESS

(SPECIAL) RESOLUTION NUMBER 16

That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice.

SPECIAL BUSINESS

(SPECIAL) RESOLUTION NUMBER 17

That the Company's entry into and performance of its obligations under the off-market purchase agreement to be entered into between the Company and the Selling Shareholders (as defined therein) in relation to the purchase and cancellation of 166,878,704 deferred shares of £23.97p each in the capital of the Company be and are hereby approved and authorised for the purposes of section 694 of the 2006 Act and otherwise, but so that such approval shall expire at the conclusion of the Company's next Annual General Meeting.

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Enquiries

Studio Retail Group plc (0161 303 3465)

Ian Burke

Tulchan Communications LLP (020 7353 4200) Sunni Chauhan