B&M Regulatory News (BME)

VOTES

FOR

%

VOTES

AGAINST

%

VOTES

TOTAL

% of ISC

VOTED

VOTES WITHHELD

1

To receive the Directors Report for the year ended 31 March 2018.

772,497,588

100

0

0

772,497,588

77.21

2,326,356

2

To receive the consolidated and unconsolidated Financial Statements and Annual Accounts for the financial year ended 31 March 2018 and the Auditor's Reports thereon.

772,063,966

99.95

400,000

0.05

772,463,966

77.20

2,359,978

3

To approve the consolidated Financial Statements and Annual Accounts of the Company for the year ended 31 March 2018.

772,497,476

100

0

0

772,497,476

77.21

2,326,468

4

To approve the unconsolidated Financial Statements and Annual Accounts of the Company for the year ended 31 March 2018.

772,497,476

100

0

0

772,497,476

77.21

2,326,468

5

To approve the result of the Company for the year ended 31 March 2018 and allocation.

772,738,519

100

0

0

772,738,519

77.23

2,085,425

6

To approve the total dividend of the Company for the year ended 31 March 2018.

774,823,944

100

0

0

774,823,944

77.44

0

7

To approve the annual report on the Directors' remuneration for the year ended 31 March 2018.

769,586,333

99.35

4,996,568

0.65

774,582,901

77.41

241,043

8

To approve Directors' Remuneration Policy.

766,109,391

98.88

8,714,552

1.12

774,823,943

77.44

0

9

To authorise the Directors to amend the Company's Long Term Incentive Plan.

768,670,381

99.21

6,153,339

0.79

774,823,720

77.44

233

10

To authorise the Directors to approve the Company's Deferred Bonus Share Plan.

771,990,965

99.63

2,832,868

0.37

774,823,833

77.44

111

11

To discharge each of the Directors (including former Directors who retired during the year) for the year ended 31 March 2018.

772,738,408

100

0

0

772,738,408

77.23

2,085,536

12

To ratify the appointment of and to re-elect Peter Bamford as a Director.

750,117,223

98.57

10,867,474

1.43

760,984,697

76.06

13,839,246

13

To re-elect Simon Arora as a Director.

742,070,235

95.77

32,753,709

4.23

774,823,944

77.44

0

14

To re-elect Paul McDonald as a Director.

770,708,947

99.47

4,114,997

0.53

774,823,944

77.44

0

15

To re-elect Thomas Hübner as a Director.

765,071,452

98.74

9,752,492

1.26

774,823,944

77.44

0

16

To re-elect Kathleen Guion as a Director.

771,609,552

99.59

3,214,392

0.41

774,823,944

77.44

0

17

To re-elect Ron McMillan as a Director.

719,473,573

92.88

55,188,295

7.12

774,661,868

77.42

162,076

18

To re-elect Harry Brouwer as a Director.

765,071,452

98.74

9,752,492

1.26

774,823,944

77.44

0

19

To discharge the Independent Auditor for the year ended 31 March 2018.

772,738,631

100

0

0

772,738,631

77.23

2,085,313

20

To re-appoint KPMG Luxembourg as Independent Auditor of the Company.

773,077,835

99.99

92,651

0.01

773,170,486

77.27

1,653,456

21

To authorise the Board to determine the Independent Auditor's remuneration.

773,732,768

99.86

1,091,176

0.14

774,823,944

77.44

0

22

To authorise the Company to make market purchases of its ordinary shares.

772,387,471

99.83

1,345,646

0.17

773,733,117

77.33

1,090,826

23

To confirm the Board of Directors have full power to issue ordinary shares on a non-pre-emptive basis for cash representing 5% of the issued share capital of the Company generally, as provided by the Articles of Association and to acknowledge the Directors' intention to comply with the Statement of Principles on Dis-applying Pre-Emption Rights to the extent practical for a Luxembourg company.

774,822,482

99.99

1,462

0.01

774,823,944

77.44

0

24

To confirm the Board of Directors have full power, in addition to any authority granted under resolution 23, to issue ordinary shares on a non-pre-emptive basis, for cash representing a further 5% of the issued share capital of the Company for the purposes of financing an acquisition or a capital investment (or refinancing such a transaction) as defined in the Statement of Principles on Dis-Applying Pre-Emption Rights, as provided by the Articles of Association.

769,390,967

99.30

5,432,865

0.70

774,823,832

77.44

111

VOTES

FOR

%

VOTES

AGAINST

%

VOTES

TOTAL

% of ISC

VOTED

VOTES WITHHELD

1

To amend article 1.1 of the articles of association of the Company (the "Articles") to refer to the Luxembourg law on commercial companies as amended (the "Law").

735,463,880

100

0

0

735,463,880

73.51

0

2.

To amend Article 2.2 of the Articles to empower the Board to transfer the registered office of the Company to other municipalities in Luxembourg and renumber Articles 2.4, 2.5 and 2.6.

735,463,880

100

0

0

735,463,880

73.51

0

3

To amend Article 24.6.3 of the Articles to extend the period for the display of the documents for EGM's.

735,463,880

100

0

0

735,463,880

73.51

0

4

To authorise the Board of Directors to be able to issue shares for free to employees and officers of the Group.

735,462,043

99.99

1,726

0.01

735,463,769

73.51

111

5

To amend Article 5.2 of the Articles to update the amount of the authorised share capital of the Company.

735,463,880

100

0

0

735,463,880

73.51

0

6

To renew the authority under Article 5.2 of the Articles for the Board of Directors to issue shares in the Company and receive the report of the Board pursuant to art. 420-26 of the Law.

734,534,142

99.87

929,627

0.13

735,463,769

73.51

111

7

To amend Articles 10.1 and 10.4 of the Articles to remove CD&R's right to appoint directors as they no longer hold shares in the Company.

735,463,769

100

0

0

735,463,769

73.51

111

8

To insert a new Article 26 in the Articles on the power for shareholder(s) to ask written questions of the Board of Directors under the Law, and to renumber the articles following it accordingly.

735,463,880

100

0

0

735,463,880

73.51

0

9

To amend Article 11.1 of the Articles to increase the aggregate cap on director fees per annum.

733,683,612

99.76

1,780,267

0.24

735,463,879

73.51

0

10

To amend Article 24.6 of the Articles by removing the requirement for various consents of bondholders as permitted by the Law.

734,474,066

99.87

989,703

0.13

735,463,769

73.51

111

11

To amend Article 24.9 of the Articles to reduce the shareholding threshold required for the adjournment of general meetings.

735,462,769

99.99

1,000

0.01

735,463,769

73.51

111

12

To amend Article 25 of the Articles to remove the pre-set date and time of AGMs.

735,462,769

99.99

1,000

0.01

735,463,769

73.51

111

13

To amend Article 31.4 of the Articles to reflect updates in the Law on capital impairment rules.

735,463,769

100

0

0

735,463,769

73.51

111

14

To amend miscellaneous technical references and typographical points in the Articles generally.

735,463,769

100

0

0

735,463,769

73.51

111