3 Jun 2020 14:32
For Immediate Release | 3 June 2020 |
DP Eurasia N.V.
("DP Eurasia" or the "Company")
Results of 2020 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, 3 June 2020, 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 |
3. Adoption of the annual accounts 2019 | 98,560,959 | 100 | 0 | 0 | 98,560,959 | 0 |
4. Appropriation of profit | 98,560,959 | 100 | 0 | 0 | 98,560,959 | 0 |
6. Discharge Executive Directors | 98,560,959 | 100 | 0 | 0 | 98,560,959 | 0 |
7. Discharge Non-Executive Directors | 98,560,959 | 100 | 0 | 0 | 98,560,959 | 0 |
8. Annual remuneration report | 95,963,040 | 97,4 | 2,597,919 | 2,6 | 98,560,959 | 0 |
10. a. Approval to amend the Long Term Incentive Plan (LTIP) and the Annual Deferred Bonus Plan (ADBP) to align with standard UK practice | 93,019,252 | 94,4 | 5,541,707 | 5,6 | 98,560,959 | 0 |
10. b. Approval to designate the Board as the body authorised to resolve to issue shares, to resolve to grant rights to subscribe for shares and to resolve to restrict or exclude the pre-emptive rights in relation to the LTIP and ADBP | 93,019,252 | 94,4 | 5,541,707 | 5,6 | 98,560,959 | 0 |
11. Reappointment of Mr. A. Saranga as Executive Director | 97,681,333 | 99,1 | 879,626 | 0,9 | 98,560,959 | 0 |
12. Reappointment of Ms. F. Slot as Executive Director | 89,596,764 | 90,9 | 8,964,195 | 9,1 | 98,560,959 | 0 |
13. Reappointment of Mr. S. Tarı as Non-Executive Director | 92,480,690 | 93,8 | 6,080,269 | 6,2 | 98,560,959 | 0 |
14. Reappointment of Mr. İ. Talu as Non-Executive Director | 92,008,589 | 93,4 | 6,552,370 | 6,6 | 98,560,959 | 0 |
15. Reappointment of Ms. A. Şahin as Non-Executive Director | 92,480,690 | 93,8 | 6,080,269 | 6,2 | 98,560,959 | 0 |
16. a. Reappointment of Mr. P. Williams by the general meeting | 77,371,382 | 78,5 | 21,189,577 | 21,5 | 98,560,959 | 0 |
16. b. Reappointment of Mr. P. Williams by the general meeting excluding the controlling shareholder | 29,673,500 | 58,3 | 21,189,577 | 41,7 | 50,863,077 | 0 |
17. a. Reappointment of Mr. T. Singer by the general meeting | 97,209,232 | 98,6 | 1,351,727 | 1,4 | 98,560,959 | 0 |
17. b. Reappointment of Mr. T. Singer by the general meeting excluding the controlling shareholder | 49,511,350 | 97,3 | 1,351,727 | 2,7 | 50,863,077 | 0 |
18. Appointment external auditor | 98,560,959 | 100 | 0 | 0 | 98,560,959 | 0 |
19. a. Authorisation Board to issue shares and grant rights to subscribe for shares | 98,439,861 | 99,9 | 121,098 | 0,1 | 119,015,010 | 0 |
19. b. Authorisation Board to restrict or exclude pre-emptive rights | 98,560,959 | 100 | 0 | 0 | 98,560,959 | 0 |
20. Authorisation Board to purchase shares | 98,560,959 | 100 | 0 | 0 | 98,560,959 | 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 16.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 16.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.
The Company currently has issued 145,372,414 shares which confer voting rights of which 98,560,959 shares were validly present or represented at the AGM, which is 60,80% of the Group's issued share capital.
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 are available for inspection at https://data.fca.org.uk/#/homepage.
The voting results are available on the Investor Relations section of the Group's website at www.dpeurasia.com and copies of the documents have also been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/homepage.
For additional details or further information, please contact Buchanan on +44 20 7466 5000 / dp@buchanan.uk.com.
Enquiries
DP Eurasia N.V. | |
Selim Kender, Chief Strategy Officer & Head of Investor Relations | +90 212 280 9636 |
Buchanan (Financial Communications) | |
Richard Oldworth / Victoria Hayns / Tilly Abraham | +44 20 7466 5000 dp@buchanan.uk.com |
Notes to Editors
DP Eurasia N.V. 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 765 stores (550 in Turkey, 203 in Russia, eight in Azerbaijan and four in Georgia as at 31 December 2019), and operates through its owned corporate stores (32%) and franchised stores (68%). The Group maintains a strategic balance between corporate and franchised stores, establishing networks of corporate 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.