Last checked at 4 Apr 2019 09:39
4 April 2019
McColl's Retail Group plc (the "Company")
Results of Annual General Meeting ("AGM")
McColl's Retail Group plc announces that at the AGM of the Company held on 3 April 2019, all Resolutions contained in the Notice of AGM were duly passed on a poll. The results of the poll were as follows:
For | Against | Withheld | Total votes cast (excluding withheld) | |||
Resolution | (No. of shares) | (%) | (No. of shares) | (%) | (No. of shares) | |
1. To receive the Annual Report and Accounts 2018 | 94,599,288 | 100.00 | 1,500 | 0.00 | 6,902 | 94,600,788 |
2. To receive the Directors' Remuneration Report | 92,971,587 | 98.57 | 1,349,540 | 1.43 | 286,563 | 94,321,127 |
3. To declare a final dividend | 94,599,727 | 100.00 | 1,061 | 0.00 | 6,902 | 94,600,788 |
4. To re-elect Angus Porter as a Director | 80,825,003 | 85.46 | 13,751,789 | 14.54 | 30,898 | 94,576,792 |
5. To re-elect Georgina Harvey as a Director | 94,572,766 | 99.99 | 5,526 | 0.01 | 29,398 | 94,578,292 |
6. To re-elect Sharon Brown as a Director | 94,461,214 | 99.88 | 117,078 | 0.12 | 29,398 | 94,578,292 |
7. To re-elect Jonathan Miller as a Director | 90,793,605 | 99.97 | 31,653 | 0.03 | 3,782,432 | 90,825,258 |
8. To re-elect David Thomas as a Director | 94,571,566 | 99.99 | 6,726 | 0.01 | 29,398 | 94,578,292 |
9. To re-elect Jens Hofma as a Director
| 94,571,566 | 99.99 | 11,726 | 0.01 | 24,398 | 94,583,292 |
10. To elect Robbie Bell as a Director
| 94,564,110 | 99.98 | 16,621 | 0.02 | 26,959 | 94,580,731 |
11. To re-appoint Deloitte LLP as Auditor of the Company | 94,548,961 | 99.98 | 14,331 | 0.02 | 44,398 | 94,563,292 |
12. To authorise the Audit & Risk Committee to determine the Auditor's remuneration | 94,565,034 | 99.98 | 14,331 | 0.02 | 28,325 | 94,579,365 |
13. To authorise the Company to make political donations and incur political expenditure | 77,011,806 | 95.26 | 3,831,019 | 4.74 | 13,764,865 | 80,842,825 |
14. To authorise the Directors to allot ordinary shares | 94,564,089 | 99.96 | 36,699 | 0.04 | 6,902 | 94,600,788 |
15. To disapply pre-emption rights* | 74,513,038 | 78.79 | 20,060,266 | 21.21 | 34,386 | 94,573,304 |
16. To disapply pre-emption rights in connection with an acquisition or capital investment* | 77,049,163 | 81.47 | 17,528,068 | 18.53 | 30,459 | 94,577,231 |
17. To authorise the Company to purchase its own ordinary shares* | 80,812,739 | 85.44 | 13,770,553 | 14.56 | 24,398 | 94,583,292 |
18. To authorise the Directors to hold general meetings other than AGMs on not less than 14 clear days' notice* | 94,546,267 | 99.96 | 35,964 | 0.04 | 25,459 | 94,582,231 |
19. To adopt new Articles of Association* | 94,565,560 | 99.99 | 11,244 | 0.01 | 30,886 | 94,576,804 |
20. To approve the Deferred Bonus Plan | 80,796,175 | 85.44 | 13,769,556 | 14.56 | 41,959 | 94,565,731 |
*special resolution
In accordance with Listing Rule 9.6.2R copies of all resolutions passed at the meeting other than ordinary business will be submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/nsm.
Details of the proxy votes will shortly be available on the Company's website: www.mccollsplc.co.uk.
UK Corporate Governance Code Disclosure
The Board has noted the proportion of votes cast against Resolutions 15 (disapplication of pre-emption rights) and 16 (disapplication of pre-emption rights in relation to an acquisition or capital investment). Following a consultation with shareholders last year, as a result of more than 20% of votes being cast against the disapplication of pre-emption rights in relation to an acquisition or capital investment resolution at the 2018 AGM, the Board confirmed that Directors are committed to undertaking shareholder consultations on significant share issues whenever it is practicable to do so. This position remains unchanged. The Board will again consult with major shareholders who voted against Resolutions 15 and 16 in order to understand their reasons for doing so. The outcome of this exercise will be considered by the Board in due course with a further update as appropriate.
McColl's Retail Group plc
Rachel Peat, Company Secretary
Notes:
1. All resolutions were passed.
2. Proxy appointments which gave discretion to the Chairman of the AGM have been included in the "For" total for the appropriate resolution.
3. Votes "For" and "Against" any resolution are expressed as a percentage of votes validly cast for that resolution.
4. A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against".
5. The number of shares in issue on 3 April 2019 was 115,173,515 with no shares in treasury. 82% of the shares in issue were voted.
6. The full text of the resolutions passed at the AGM can be found in the Notice of Annual General Meeting which is available on the Company's website at www.mccollsplc.co.uk
About McColl's Retail Group plc
McColl's is a leading neighbourhood retailer, with an estate of c.1,550 managed convenience stores and newsagents. We operate McColl's branded convenience stores as well as newsagents branded Martin's across the UK, except in Scotland where we operate under our heritage brand, RS McColl. Our dedicated colleagues serve five million customers every week, and we are the largest operator of Post Offices in the UK, with c.600 in-store counters/branches.
LEI: 213800R1TLR536P8YJ67