2018 AGM Results

RNS Number : 1174G

SSP Group PLC

27 February 2018

 

27 February 2018                                                                                 LEI: 213800QGNIWTXFMENJ24

SSP Group plc (the "Company")

Voting Results of Annual General Meeting held on 27 February 2018

The Company announces that its Annual General Meeting held at 11.00am on 27 February 2018 at Travers Smith LLP, 10 Snow Hill, London, EC1A 2AL 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 reports of the Directors and the Auditor and the audited accounts for the financial year ended 30 September 2017	391,828,421	99.43	2,251,832	0.57	394,080,253	82.20	306,087
2. To approve the Directors' Remuneration Report	338,174,723	85.80	55,989,953	14.20	394,164,676	82.22	221,663
3. To approve the Directors' Remuneration Policy	263,554,350	77.05	78,502,459	22.95	342,056,809	71.35	52,329,530
4. To declare the final dividend recommended by the Directors of 4.9 pence per share for the financial year ended 30 September 2017	394,384,216	100	0	0	394,384,216	82.27	2,124
5. To re-elect Vagn Sørensen as a Director	244,382,387	67.89	115,572,776	32.11	359,955,163	75.09	34,431,175
6. To re-elect John Barton as a Director	355,054,407	95.63	16,226,598	4.37	371,281,005	77.45	23,105,334
7. To re-elect Kate Swann as a Director	392,803,194	99.60	1,580,761	0.40	394,383,955	82.27	2,385
8. To re-elect Jonathan Davies as a Director	390,727,140	99.07	3,656,815	0.93	394,383,955	82.27	2,385
9. To re-elect Ian Dyson as a Director	388,424,949	98.49	5,959,006	1.51	394,383,955	82.27	2,385
10. To re-elect Denis Hennequin as a Director	392,046,491	99.41	2,337,464	0.59	394,383,955	82.27	2,385
11. To re-elect Per Utnegaard as a Director	392,420,804	99.50	1,963,151	0.50	394,383,955	82.27	2,385
12. To re-appoint KPMG LLP as Auditor	384,283,783	97.94	8,085,293	2.06	392,369,076	81.85	2,017,263
13. To authorise the Directors to determine the remuneration of the Auditor	394,382,841	100	1,375	0	394,384,216	82.27	2,124
14. To authorise the Company to make political donations	393,360,612	99.74	1,017,103	0.26	394,377,715	82.27	8,625
15. To authorise the Directors to allot shares pursuant to s551 of the Companies Act 2006	355,226,583	90.07	39,157,465	9.93	394,384,048	82.27	2,292
16. To declare the special dividend, to approve the share consolidation and to amend the Company's articles of association in connection with the share consolidation	394,364,518	100	19,698	0	394,384,216	82.27	2,124
17. To authorise the Directors to dis-apply pre-emption rights pursuant to s570 and s573 of the Companies Act 2006 (General)	394,274,373	99.97	101,488	0.03	394,375,861	82.27	10,479
18. To authorise the Directors to dis-apply pre-emption rights pursuant to s570 and s573 of the Companies Act 2006 (Acquisition or Capital Investment)	384,846,752	97.58	9,528,665	2.42	394,375,417	82.27	10,922
19. To authorise the Company to make market purchases of its ordinary shares	387,186,342	98.24	6,932,586	1.76	394,118,928	82.21	267,411
20. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice	344,942,795	87.46	49,441,421	12.54	394,384,216	82.27	2,124

Notes:

(1)      The Board notes the outcome of the shareholder votes against the Resolution 3 concerning the approval of the Company's Remuneration Policy. The Company has good relationships with its shareholders and will continue to engage with them regarding its Remuneration Policy going forward.

(2)      The Board also notes the outcome of the shareholder votes against Resolution 5 concerning the re-election of the Chairman, Vagn Sørensen. The Board recognises the concerns which have been expressed regarding the number of his external board appointments, however it is satisfied that Vagn Sørensen has sufficient capacity to meet his commitments to the SSP Group. Specifically, the Board and the Management team believe that Mr Sørensen's knowledge of the business and extensive experience brings many benefits to the Group and that his time availability and attention have been without question and have not been adversely impacted by his other Board appointments. We have consulted with a number of shareholders to discuss the issues raised and will continue to engage with shareholders on this matter. Mr Sørensen is intending to review his portfolio over the coming period.

(3)      Votes 'For' include those votes giving the Chairman discretion.

(4)      There were 479,392,339 ordinary shares in issue all of which had the right to vote.

(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.

Full details of the resolutions are set out in the Notice of Annual General Meeting dated 25 January 2018 (which is available on the Company's website at www.foodtravelexperts.com).

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 20 were special resolutions, requiring at least 75% of shareholders' votes to be cast in favour of the resolutions.

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

[phone]

Investor and analyst enquiries

Sarah John

Director of Investor Relations

[phone]

E-mail: [e-mail]

 

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