27 Feb 2018 14:17
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
+44 (0)207 543 3300
Investor and analyst enquiries
Sarah John
Director of Investor Relations
+44 (0)203 714 5251
E-mail: sarah.john@ssp-intl.com
SSP Group (SSPG)