3rd Mar 2015 15:38
3 March 2015
SSP Group plc (the "Company")
Voting Results of Annual General Meeting held on 3 March 2015
The Company announces that its Annual General Meeting (the Meeting) held at 11 am on 3 March 2015 at Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, London, EC4Y 1HS was successfully concluded.
Following the disposal of shares by EQT IV Limited as announced on 27 January 2015 (whereby EQT reduced its holding in ordinary shares of the Company to approximately 20%) the Waiver Resolution (Resolution 18) and the vote by Independent Shareholders on Resolutions 5, 8 and 9 (but not Resolutions 5, 8 and 9 themselves) were withdrawn at the start of the Meeting with the consent of the Meeting.
All Resolutions (other than Resolution 18 for the reasons noted above) 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 For1 | % For | Votes Against | % Against | Total Shares Voted | % of Issued Share Capital Voted2 | Votes Withheld3 | ||
1. | To receive the reports of the Directors and the Auditors and the audited accounts for the financial year ended 30 September 2014 | 358,130,888 | 99.97 | 103,537 | 0.03 | 358,234,425 | 75.42% | 233,218 | |
2. | To approve the Directors' Remuneration Policy | 329,917,672 | 92.38 | 27,195,478 | 7.62 | 357,113,150 | 75.18% | 1,354,493 | |
3. | To approve the Directors' Remuneration Report | 342,937,941 | 98.04 | 6,867,652 | 1.96 | 349,805,593 | 73.64% | 8,662,050 | |
4. | To elect Vagn Sørensen as a Director | 345,789,959 | 97.03 | 10,585,315 | 2.97 | 356,375,274 | 75.02% | 2,092,369 | |
5. | To elect John Barton as a Director | 352,282,307 | 99.55 | 1,589,838 | 0.45 | 353,872,145 | 74.50% | 4,595,498 | |
6. | To elect Kate Swann as a Director | 356,112,914 | 99.93 | 262,360 | 0.07 | 356,375,274 | 75.02% | 2,092,369 | |
7. | To elect Jonathan Davies as a Director | 356,112,760 | 99.93 | 262,514 | 0.07 | 356,375,274 | 75.02% | 2,092,369 | |
8. | To elect Ian Dyson as a Director | 357,888,222 | 99.90 | 355,052 | 0.10 | 358,243,274 | 75.42% | 224,369 | |
9. | To elect Denis Hennequin as a Director | 357,888,222 | 99.90 | 355,052 | 0.10 | 358,243,274 | 75.42% | 224,369 | |
10. | To elect Per Franzén as a Director | 354,489,000 | 99.47 | 1,886,274 | 0.53 | 356,375,274 | 75.02% | 2,092,369 | |
11. | To appoint KPMG LLP as auditors of the Company | 343,665,517 | 95.93 | 14,578,025 | 4.07 | 358,243,542 | 75.42% | 224,101 | |
12. | To authorise the Directors to determine the remuneration of the auditors | 357,233,027 | 99.72 | 1,010,515 | 0.28 | 358,243,542 | 75.42% | 224,101 | |
13. | To authorise the Company to make political donations | 357,942,256 | 99.92 | 299,286 | 0.08 | 358,241,542 | 75.42% | 226,101 | |
14. | To give a general power and authority to the Directors to allot shares | 357,439,946 | 99.78 | 803,528 | 0.22 | 358,243,474 | 75.42% | 224,169 | |
15. | To give a general power and authority to the Directors to dis-apply pre-emption rights | 358,238,674 | 100.00 | 4,800 | 0.00 | 358,243,474 | 75.42% | 224,169 | |
16. | To authorise the Company generally and unconditionally to make market purchases of its ordinary shares | 358,241,944 | 100.00 | 5,086 | 0.00 | 358,247,030 | 75.42% | 220,613 | |
17. | To approve the terms, and authorise the execution, of a contract for the repurchase by the Company of 1,156,863 deferred shares | 354,981,499 | 100.00 | 5,154 | 0.00 | 354,986,653 | 74.73% | 3,480,990 | |
18. | To approve the Panel waiver of Rule 9 of the City Code on Takeovers and Mergers granted in connection with Resolution 16 | Withdrawn with the consent of the meeting | |||||||
19. | To approve the calling of general meetings, other than an annual general meeting, on not less than 14 clear days' notice | 351,230,051 | 98.04 | 7,016,990 | 1.96 | 358,247,041 | 75.42% | 220,601 | |
Notes:
(1) Votes 'For' include those votes giving the Chairman discretion.
(2) As at 27 February 2015 there were 475,014,715 ordinary shares in issue all of which had the right to vote.
(3) A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.
Full details of the resolutions were set out in the Notice of Annual General Meeting, dated 22 January 2015 (which is available on the Company's website at www.foodtravelexperts.com).
Resolutions 1 to 14 were ordinary resolutions, requiring more than 50% of shareholders' votes to be cast in favour of the resolutions.
Resolutions 15, 16 and 19 were special resolutions, requiring at least 75% of shareholders' votes to be cast in favour of the resolutions.
Resolution 17 was a special resolution, requiring at least 75% of shareholders' votes to be cast in favour of the resolution (but excluding any votes cast by any holder of the deferred shares who also holds ordinary shares in the Company). Following shareholder approval of Resolution 17, the repurchase agreement was executed and all of the Company's Deferred Shares have now been repurchased and cancelled.
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.
For further information contact:
Helen Byrne
Company Secretary & General Counsel
0207 543 3300
Related Shares:
SSP Group