Result of AGM and Change of Director

RNS Number : 9380J

Photo-Me International PLC

29 April 2022

 

29 April 2022

Photo-Me International plc

("Photo-Me", the "Company" or the "Group")

Result of AGM and Change of Director

Result of AGM

Photo-Me, the instant-service equipment group, held its 2021 Annual General Meeting ("AGM") today at the offices of Hudson Sandler LLP, 25 Charterhouse Square, London EC1M 6AE. All resolutions set out in the Notice of AGM, sent to shareholders on 5 April 2022, were passed on a show of hands.

The following levels of proxy appointments and associated instructions were received before the meeting:

Ordinary Business		The number of shares in respect of which proxy appointments have been validly made	Proxy Votes For	Proxy Votes Against	Proxy Votes withheld	% for	% against
Ordinary Resolutions
1.	To receive the Accounts and Report of the directors and the auditor for the year ended 31 October 2021.	244,280,660	243,972,456	122,730	185,474	99.95%	0.05%
2.	To approve the directors' remuneration report for the year ended 31 October 2021.	244,280,660	194,717,356	42,292,455	7,270,849	82.16%	17.84%
3.	To approve a final dividend 2.89p per ordinary share in respect of the year ended 31 October 2021 payable on 13 May 2022.	244,280,660	244,120,427	8,633	151,600	99.99%	0.01%
4.	To re-appoint Mazars LLP as auditor.	244,280,660	243,971,455	114,451	194,754	99.95%	0.05%
5.	To authorise the directors to fix the remuneration of the auditor.	244,280,660	243,972,134	112,155	196,371	99.95%	0.05%
6.	To re-elect Emmanuel Olympitis as director.	244,280,660	197,063,221	46,913,901	303,538	80.77%	19.23%
6.	To re-elect Emmanuel Olympitis as director (without controlling shareholder's votes).	106,332,064	59,114,625	46,913,901	303,538	55.75%	44.25%
7.	To re-elect Jean-Marc Janailhac as director.	244,280,660	243,520,659	426,463	333,538	99.83%	0.17%
8.	To elect Tania Crasnianski as director.	244,280,660	243,609,176	474,418	197,066	99.81%	0.19%
9.	To elect Camille Claverie as director.	244,280,660	239,566,801	4,499,674	214,185	98.16%	1.84%
10.	To elect René Proglio as director.	244,280,660	238,460,019	5,611,973	208,668	97.70%	2.30%
10.	To elect René Proglio as director (without controlling shareholder's votes).	106,332,064	100,511,423	5,611,973	208,668	94.71%	5.29%
11.	To elect Sigieri Diaz della Vittoria Pallavicini as director.	244,280,660	243,820,419	275,425	184,816	99.89%	0.11%
11.	To elect Sigieri Diaz della Vittoria Pallavicini as director (without controlling shareholder's votes).	106,332,064	105,871,823	275,425	184,816	99.74%	0.26%
Special Business
Ordinary Resolution
12.	To authorise the directors to allot shares and grant rights to subscribe for, or convert any security into, shares up to a maximum amount.	244,280,660	243,647,151	405,564	227,945	99.83%	0.17%
Special Resolutions
13.	To allow general meetings other than an Annual General Meeting may be called on not less than 14 clear days' notice.	244,280,660	242,842,072	1,281,096	157,492	99.48%	0.52%
14.	To enable directors to allot shares for cash without first offering them to existing shareholders.	244,280,660	234,640,744	9,450,092	189,824	96.13%	3.87%
15.	To grant additional rights to the directors to enable them to allot shares for cash without first offering them to existing shareholders.	244,280,660	243,106,809	976,692	197,159	99.60%	0.40%
16.	To authorise the Company to make market purchases of its own shares.	244,280,660	243,704,973	296,619	279,068	99.88%	0.12%

Notes:

1.  Votes withheld have not been counted in the calculation of the proportion of the votes "for" and "against" resolutions.

2.  Valid proxy instructions were received in respect of 244,280,660 shares representing 64.62% of the issued share capital.

3.  Any proxy appointments which gave discretion to the Chairman have been included in the "for" total.

Change of Director

Mr Jean-Marcel Denis today resigned as a Non-executive Director of the Company effective immediately after the Company's AGM. Mr Jean-Marcel Denis was Chairman of the Audit Committee and a member of the Nomination and Remuneration Committees. The Board thanks Mr Denis for his years of dedicated and loyal service to the Group and wishes him and his family well for the future.

Mr René Proglio, Non-executive Director and member of the Audit Committee, succeeds Mr Jean-Marcel Denis as Chairman of the Audit Committee, also effective as of today immediately after the Company's AGM. The Audit Committee will therefore comprise Sir John Lewis, Mr Emmanuel Olympitis, and Ms Françoise Coutaz-Replan, with Mr Proglio as its Chairman. The Board wishes Mr Proglio well in his new role.

Enquiries:

Photo-Me International plc
Del Mansi, Company Secretary	[phone]
Hudson Sandler
Charlotte Cobb/Nick Moore	[phone] [e-mail]

 

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