24 May 2018 14:38
For Immediate Release | 24 May 2018 |
DP Eurasia N.V.
("DP Eurasia" or the "Company")
Results of 2018 Annual General Meeting
DP Eurasia (DPEU.L), the master franchisee of the Domino's Pizza brand in Turkey, Russia, Azerbaijan and Georgia, announces that at its Annual General Meeting ('AGM') held today, 24 May 2018, all resolutions set out in the Notice of the AGM were voted on a poll and were passed by the requisite majorities. The poll results of each resolution are set out in the table below:
Resolution | No of votes in favour | % | No of votes against | % | Total of votes cast (excluding votes withheld) | No of votes withheld |
1. Adoption of the annual accounts | 124,638,822 | 100 | 0 | 0 | 124,638,822 | 0 |
2. Appropriation of profit | 124,638,822 | 100 | 0 | 0 | 124,638,822 | 0 |
3. Discharge Executive Directors | 124,638,822 | 100 | 0 | 0 | 124,638,822 | 0 |
4. Discharge Non-Executive Directors | 124,638,822 | 100 | 0 | 0 | 124,638,822 | 0 |
5. Annual remuneration report | 121,729,975 | 97,7 | 2,908,847 | 2,3 | 124,638,822 | 0 |
6. Remuneration policy for the Executive Directors | 120,581,673 | 96,7 | 2,926,837 | 2,3 | 123,508,510 | 1,130,312 |
7. Remuneration of the Non-Executive Directors | 124,638,822 | 100 | 0 | 0 | 124,638,822 | 0 |
8. Reappointment A. Saranga | 124,638,822 | 100 | 0 | 0 | 124,638,822 | 0 |
9. Reappointment F. Slot | 124,486,775 | 99,9 | 152,047 | 0,01 | 124,638,822 | 0 |
10. Reappointment S. Tari | 121,261,693 | 97,3 | 3,377,129 | 2,7 | 124,638,822 | 0 |
11. Reappointment İ. Talu | 121,238,750 | 97,3 | 3,400,072 | 2,7 | 124,638,822 | 0 |
12. Reappointment A. Şahin | 121,261,693 | 97,3 | 3,377,129 | 2,7 | 124,638,822 | 0 |
13. a. Reappointment P. Williams by the general meeting | 107,438,016 | 86,2 | 17,200,806 | 13,8 | 124,638,822 | 0 |
13. b. Reappointment P. Williams by the general meeting excluding the controlling shareholder | 45,202,893 | 72,4 | 17,200,806 | 27,6 | 62,403,699 | 0 |
14. a. Reappointment T. Singer by the general meeting | 124,638,822 | 100 | 0 | 0 | 124,638,822 | 0 |
14. b. Reappointment T. Singer by the general meeting excluding the controlling shareholder | 124,638,822
| 100 | 0 | 0 | 124,638,822 | 0 |
15. Confirmation appointment external auditor | 124,638,822 | 100 | 0 | 0 | 124,638,822 | 0 |
16. Authorisation to use electronic means | 124,638,822 | 100 | 0 | 0 | 124,638,822 | 0 |
17. a. Authorisation Board to issue shares and grant rights to subscribe for shares | 124,638,822 | 100 | 0 | 0 | 124,638,822 | 0 |
17. b. Authorisation Board to restrict or exclude pre-emptive rights | 124,638,822 | 100 | 0 | 0 | 124,638,822 | 0 |
18. Authorisation Board to purchase shares | 124,638,822 | 100 | 0 | 0 | 124,638,822 | 0 |
All resolutions presented to shareholders at today's AGM were passed with a majority of votes. However, the Board notes that a significant minority of votes were received against the re-election of our Chairman, Peter Williams (Resolution 13.b).
While the Board is pleased that the resolutions have received shareholder approval, it also acknowledges the views of the shareholders who voted against Resolution 13.b. The Board seeks to ensure that each Director has time to meet the requirements of their role and is satisfied that all Directors, including Peter Williams, have sufficient capacity to meet their commitments to DP Eurasia, including during periods when DP Eurasia or other commitments require greater than usual involvement. We have interacted with a number of our shareholders and corresponded with proxy advisor bodies over concerns raised about Peter's time commitments and will continue to engage with shareholders over the course of the year on this matter.
Notes:
The Company has in issue on 24 May 2018, 145,372,414 ordinary shares of €0.12 each, which confer voting rights of one vote per share. 124,638,822 ordinary shares were validly present or represented at the AGM, which is 85,74% of the Company's issued share capital.
A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "for" and "against" a resolution.
In accordance with Listing Rules 9.6.2 R, 9.6.3(1) R and 9.6.18 R, copies of the resolutions (other than those resolutions which form the ordinary business of the AGM) passed by the Company's shareholders have been submitted to the National Storage Mechanism and will be available in due course for inspection at www.morningstar.co.uk/uk/NSM.
The voting results are available for viewing on the Investor Relations section of the Company's website at www.dpeurasia.com.
Enquiries
DP Eurasia N.V. | |
Selim Kender, Chief Strategy Officer & Head of Investor Relations | +90 212 280 9636 |
Buchanan (Financial Communications) | |
Richard Oldworth/ Madeleine Seacombe | +44 20 7466 5000 dp@buchanan.uk.com |
Notes to Editors
DP Eurasia is the exclusive master franchisee of the Domino's Pizza brand in Turkey, Russia, Azerbaijan and Georgia. The Company was admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange plc on 3 July 2017. The Company (together with its subsidiaries, the "Group") is the largest pizza delivery company in Turkey and the third largest in Russia. The Group offers pizza delivery and takeaway/ eat-in facilities at its 643 stores (514 in Turkey, 121 in Russia, five in Azerbaijan and three in Georgia as at 31 December 2017), and operates through its owned corporate stores (37%) and franchised stores (63%). The Group maintains a strategic balance between corporate and franchised stores, establishing networks of corporate-owned stores in its most densely populated areas to provide a development platform upon which to promote best practice and maximise profitability. The Group has adapted the Domino's Pizza globally proven business model to its local markets.