Last checked at 25 May 2022 15:09
25 May 2022
Bakkavor Group plc
(the 'Company')
2022 Annual General Meeting - Poll Results
The Company's 2022 Annual General Meeting ("AGM") was held today at 10.00 am at Fitzroy Place, 5th Floor, 8 Mortimer Street, London, W1T 3JJ. All resolutions set out in the Notice of AGM dated 17 March 2022 and put to the meeting were decided on by a poll and were passed.
Resolutions 1 to 17 were each passed as an Ordinary Resolution (requiring a simple majority for them to be passed) and resolutions 18 to 21 were each passed as a Special Resolution (requiring at least a 75% majority for them to be passed). The results for each resolution are set out below.
Resolution | Votes For and Discretionary Votes | % | Votes Against | % | Total Votes Cast (Excluding Withheld) | % of ISC Voted * | Votes Withheld | |
1. | To receive the Annual Report and Accounts | 564,873,053 | 100.00% | 0 | 0.00% | 564,873,053 | 97.49% | 489,803 |
2. | To approve the Directors' Remuneration Report | 564,080,140 | 99.79% | 1,194,447 | 0.21% | 565,274,587 | 97.56% | 88,269 |
3. | To declare a final dividend on the ordinary shares of the Company for the year ended 25 December 2021 of 3.96 pence per ordinary share | 565,278,596 | 100.00% | 0 | 0.00% | 565,278,596 | 97.56% | 84,260 |
4. | To elect Sanjeevan Bala as a Director of the Company | 565,196,731 | 99.99% | 81,865 | 0.01% | 565,278,596 | 97.56% | 84,260 |
5. | To re-elect Simon Burke as a Director of the Company | 563,063,174 | 99.61% | 2,215,422 | 0.39% | 565,278,596 | 97.56% | 84,260 |
6. | To re-elect Agust Gudmundsson as a Director of the Company | 565,153,986 | 99.98% | 124,610 | 0.02% | 565,278,596 | 97.56% | 84,260 |
7. | To re-elect Ben Waldron as a Director of the Company | 565,151,751 | 99.98% | 126,845 | 0.02% | 565,278,596 | 97.56% | 84,260 |
8. | To re-elect Mike Edwards as a Director of the Company | 565,151,751 | 99.98% | 126,845 | 0.02% | 565,278,596 | 97.56% | 84,260 |
9. | To re-elect Denis Hennequin as a Director of the Company | 564,650,498 | 99.89% | 628,098 | 0.11% | 565,278,596 | 97.56% | 84,260 |
10. | To re-elect Umran Beba as a Director of the Company | 564,650,298 | 99.89% | 628,298 | 0.11% | 565,278,596 | 97.56% | 84,260 |
11. | To re-elect Jill Caseberry as a Director of the Company | 564,558,708 | 99.87% | 709,888 | 0.13% | 565,268,596 | 97.56% | 94,260 |
12. | To re-elect Patrick Cook as a Director of the Company | 565,151,751 | 99.98% | 126,845 | 0.02% | 565,278,596 | 97.56% | 84,260 |
13. | To re-elect Lydur Gudmundsson as a Director of the Company | 564,511,926 | 99.86% | 766,670 | 0.14% | 565,278,596 | 97.56% | 84,260 |
14. | To re-elect Jane Lodge as a Director of the Company | 565,002,178 | 99.95% | 266,418 | 0.05% | 565,268,596 | 97.56% | 94,260 |
15. | To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company | 564,450,587 | 99.85% | 828,009 | 0.15% | 565,278,596 | 97.56% | 84,260 |
16. | To authorise the Audit and Risk Committee to determine the remuneration of the Auditors | 565,273,587 | 100.00% | 5,009 | 0.00% | 565,278,596 | 97.56% | 84,260 |
17. | To authorise the Directors to allot shares | 561,822,299 | 99.39% | 3,453,514 | 0.61% | 565,275,813 | 97.56% | 87,043 |
18. | To empower the Directors to disapply pre-emption rights | 565,255,768 | 100.00% | 20,045 | 0.00% | 565,275,813 | 97.56% | 87,043 |
19. | To empower the Directors to disapply pre-emption rights for financing/refinancing particular acquisitions and other capital investments | 561,231,381 | 99.28% | 4,047,215 | 0.72% | 565,278,596 | 97.56% | 84,260 |
20. | To authorise the Company to purchase its own shares | 564,417,197 | 99.85% | 838,156 | 0.15% | 565,255,353 | 97.55% | 107,503 |
21. | To allow a general meeting to be called on 14 clear days' notice | 564,561,665 | 99.87% | 716,931 | 0.13% | 565,278,596 | 97.56% | 84,260 |
* Based on total issued share capital as at 23 May 2022 of 579,425,585 Ordinary shares.
Votes of Independent Shareholders on the resolutions concerning the election and re-election of the Independent Non-executive Directors | ||||||||
Resolution | Votes For and Discretionary Votes | % | Votes Against | % | Total Votes Cast | % of ISC Voted ** | Votes Withheld | |
1. | To elect Sanjeevan Bala as a Director of the Company | 130,699,043 | 99.94% | 81,865 | 0.06% |
130,780,908 | 90.24% | 84,260 |
2. | To re-elect Simon Burke as a Director of the Company | 128,565,486 | 98.31% | 2,215,422 | 1.69% | 130,780,908 | 90.24% | 84,260 |
3. | To re-elect Denis Hennequin as a Director of the Company | 130,152,810 | 99.52% | 628,098 | 0.48% | 130,780,908 | 90.24% | 84,260 |
4. | To re-elect Umran Beba as a Director of the Company | 130,152,610 | 99.52% | 628,298 | 0.48% | 130,780,908 | 90.24% | 84,260 |
5. | To re-elect Jill Caseberry as a Director of the Company | 130,061,020 | 99.46% | 709,888 | 0.54% | 130,770,908 | 90.23% | 94,260 |
6. | To re-elect Jane Lodge as a Director of the Company | 130,504,490 | 99.80% | 266,418 | 0.20% | 130,770,908 | 90.23% | 94,260 |
** Based on independent voting capital of 144,927,897, being total issued share capital of 579,425,585 Ordinary shares as at 23 May 2022, but
excluding shares held by the controlling shareholders.
Notes:
a) The votes "For" and "Against" are expressed as a percentage of the votes received.
b) The Company's issued share capital as at 23 May 2022 is 579,425,585 ordinary shares of 2 pence each.
c) The Company's issued share capital as at 25 May 2022 is 579,425,585 ordinary shares of 2 pence each.
d) Where shareholders have appointed the Chairman of the meeting as their proxy with discretion as to voting, those votes have been cast in favour of all of the resolutions.
e) A "Vote Withheld" is not counted towards the votes cast "For" or "Against" a resolution.
f) In accordance with Listing Rule 9.2.2E, Resolutions 4,5,9 -11 and 14, inclusive were approved by: (a) the shareholders of the Company; and (b) the independent shareholders of the Company.
g) In accordance with Listing Rule 9.6.2, a copy of all resolutions passed other than resolutions concerning ordinary business will be submitted to the FCA via the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
ENQUIRIES
Institutional investors and analysts:
Annabel Tagoe-Bannerman, Group General Counsel & Company Secretary +44 (0) 20 7908 6130
Emily Daw, Head of Investor Relations & Strategic Projects +44 (0) 20 7908 6114
ABOUT BAKKAVOR
Bakkavor is the leading provider of fresh prepared food ("FPF") in the UK, with a growing international presence in the US and China. The Group is the number one by market share in the UK in the four FPF product categories of meals, salads, desserts and pizza & bread, providing high-quality, fresh, healthy and convenient food. Its customers include every major UK grocery retailer, including Tesco, Marks & Spencer, Sainsbury's and Waitrose, and some of the world's best-known food brands. Bakkavor was founded in 1986 and has its headquarters in London. The Group has c.19,000 employees and operates 23 factories in the UK, 5 in the US and 9 in China.
LEI number: 213800COL7AD54YU9949