Result of AGM

Whitbread PLC

22 June 2023

 

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 FOR	%	VOTES AGAINST	%	VOTES TOTAL	% of ISC VOTED	VOTES WITHHELD
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:

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