Last checked at 26 May 2023 13:55
A.G. BARR p.l.c. (the "Company")
26 May 2023
The Company announces that at its Annual General Meeting (the "AGM") held earlier today, all resolutions set out in the Notice of AGM were duly passed. The results of the poll are as follows:
RESOLUTIONS | VOTES FOR | % | VOTES AGAINST | % | VOTES TOTAL | VOTES WITHHELD |
1. To receive and approve the audited accounts of the group and the Company for the year ended 29 January 2023 together with the directors' and auditor's reports thereon. | 78,789,607 | 100.00% | 2,961 | 0.00% | 78,792,568 | 78,793 |
2. To approve the directors' remuneration policy. | 52,168,970 | 66.47% | 26,321,892 | 33.53% | 78,490,862 | 379,499 |
3. To receive and approve the annual statement by the chair of the remuneration committee and the directors' remuneration report for the year ended 29 January 2023. | 65,121,178 | 82.60% | 13,714,719 | 17.40% | 78,835,897 | 34,464 |
4. To declare a final dividend of 10.60 pence per ordinary share of 4 1/6 pence for the year ended 29 January 2023. | 78,865,863 | 100.00% | 2,961 | 0.00% | 78,868,824 | 6,221 |
5. To re-elect Mr Mark Allen OBE as a director of the Company. | 75,569,367 | 95.82% | 3,297,943 | 4.18% | 78,867,310 | 7,735 |
6. To re-elect Mr Roger Alexander White as a director of the Company. | 78,579,579 | 99.64% | 285,723 | 0.36% | 78,865,302 | 9,743 |
7. To re-elect Mr Stuart Lorimer as a director of the Company. | 78,522,756 | 99.57% | 342,325 | 0.43% | 78,865,081 | 9,964 |
8. To re-elect Mr Jonathan David Kemp as a director of the Company. | 78,574,948 | 99.64% | 284,070 | 0.36% | 78,859,018 | 15,964 |
9. To re-elect Ms Susan Verity Barratt as a director of the Company. | 70,161,502 | 88.96% | 8,703,670 | 11.04% | 78,865,172 | 9,873 |
10. To re-elect Ms Zoe Louise Howorth as a director of the Company. | 74,019,459 | 93.86% | 4,845,843 | 6.14% | 78,865,302 | 9,743 |
11. To re-elect Mr David James Ritchie as a director of the Company. | 68,200,381 | 86.48% | 10,664,921 | 13.52% | 78,865,302 | 9,743 |
12. To re-elect Mr Nicholas Barry Edward Wharton as a director of the Company. | 74,232,186 | 94.13% | 4,633,116 | 5.87% | 78,865,302 | 9,743 |
13. To elect Ms Julie Anne Barr as a director of the Company. | 78,563,551 | 99.62% | 301,751 | 0.38% | 78,865,302 | 9,743 |
14. To re-appoint Deloitte LLP as auditor of the Company and to authorise the audit and risk committee to fix their remuneration. | 78,859,520 | 99.98% | 14,270 | 0.02% | 78,873,790 | 1,255 |
15. To authorise the directors to allot shares in the Company subject to the restrictions set out in the resolution. | 74,629,214 | 94.66% | 4,212,970 | 5.34% | 78,842,184 | 26,655 |
16. To adopt the Company's draft new Long Term Incentive Plan. | 75,143,828 | 95.32% | 3,692,409 | 4.68% | 78,836,237 | 38,808 |
17. \* To authorise the disapplication of pre-emption rights subject to the limits set out in the resolution. | 74,834,810 | 94.89% | 4,033,354 | 5.11% | 78,868,164 | 6,881 |
18. \* To authorise the Company to purchase its own shares up to the specified amount. | 78,690,058 | 99.80% | 158,168 | 0.20% | 78,848,226 | 26,819 |
Notes:
(1) * denotes a special resolution.
(2) Proxy appointments which gave discretion to the Chair of the Annual General Meeting have been included in the "For" total of the appropriate resolution.
(3) A "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion of votes "For" or "Against" any resolution.
(4) The percentage of votes "For" and "Against" any resolution is expressed as a percentage of votes validly cast for that resolution. The total number of shares in issue at 6.00 p.m. on Thursday 25 May 2023 was 112,028,871 ordinary shares of 4 1/6 pence each.
(5) In accordance with Listing Rule 9.6.2, a copy of resolutions that do not constitute ordinary business at an annual general meeting will be submitted as soon as practicable to the FCA's National Storage Mechanism and available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(6) The results will also be made available on the Company's website at www.agbarr.co.uk
(7) A copy of all the resolutions passed at the meeting are set out in the Notice of Annual General Meeting contained within the Company's Annual Report and Accounts 2023, which is available on the Company's website www.agbarr.co.uk
The Board notes the minority vote against Resolution 2 (the approval of the Directors' remuneration policy). We will consult and engage with relevant shareholders to understand their views and will provide an update within six months as required by the UK Corporate Governance Code.
Julie A. Barr
COMPANY SECRETARY