Last checked at 2 May 2018 15:29
RESULT OF AGM
OCADO GROUP PLC
2 May 2018
Ocado Group plc
Annual General Meeting 2018 Results
The Annual General Meeting of Ocado Group plc (the "Company") was held at Peterborough Court, 133 Fleet Street, London, EC4A 2BB on Wednesday, 2 May 2018 at 10.00am.
All resolutions were decided on a poll and all resolutions proposed at the Annual General Meeting were passed by shareholders. The full text of each resolution is contained in the notice of Annual General Meeting, which is available on the Company's website www.ocadogroup.com (with each resolution number below corresponding to the resolution number in the notice).
The number of votes for and against each of the resolutions put before the Annual General Meeting and the number of votes withheld were as follows:
Resolutions | For | Against | Total Votes | Votes Withheld | |||
Votes | % | Votes | % | ||||
Ordinary Resolutions | |||||||
1 | To receive the Annual Report and Accounts | 521,750,608 | 99.87% | 680,958 | 0.13% | 522,431,566 | 3,479,218 |
2 | To approve the Directors' Remuneration Report | 439,218,285 | 83.53% | 86,597,696 | 16.47% | 525,815,981 | 94,803 |
3 | To re-appoint Lord Rose | 516,500,255 | 99.09% | 4,743,324 | 0.91% | 521,243,579 | 4,667,205 |
4 | To re-appoint Tim Steiner | 525,531,211 | 99.94% | 337,317 | 0.06% | 525,868,528 | 42,256 |
5 | To re-appoint Duncan Tatton-Brown | 524,628,450 | 99.77% | 1,233,769 | 0.23% | 525,862,219 | 48,565 |
6 | To re-appoint Neill Abrams | 523,921,740 | 99.76% | 1,259,274 | 0.24% | 525,181,014 | 729,770 |
7 | To re-appoint Mark Richardson | 524,634,632 | 99.77% | 1,232,541 | 0.23% | 525,867,173 | 43,611 |
8 | To appoint Luke Jensen | 524,621,007 | 99.76% | 1,238,786 | 0.24% | 525,859,793 | 50,991 |
9 | To re-appoint Jörn Rausing | 506,338,502 | 96.29% | 19,516,557 | 3.71% | 525,855,059 | 55,725 |
10 | To re-appoint Ruth Anderson | 524,668,245 | 99.77% | 1,187,186 | 0.23% | 525,855,431 | 55,353 |
11 | To re-appoint Douglas McCallum | 521,953,057 | 99.26% | 3,896,811 | 0.74% | 525,849,868 | 60,916 |
12 | To re-appoint Andrew Harrison | 524,867,690 | 99.81% | 982,178 | 0.19% | 525,849,868 | 60,916 |
13 | To re-appoint Emma Lloyd | 524,928,423 | 99.82% | 926,798 | 0.18% | 525,855,221 | 55,563 |
14 | To appoint Deloitte LLP as auditors | 524,273,965 | 99.70% | 1,583,830 | 0.30% | 525,857,795 | 52,989 |
15 | To authorise the Directors to determine the auditors' remuneration | 525,443,430 | 99.92% | 421,822 | 0.08% | 525,865,252 | 45,532 |
16 | Authority for political donations and political expenditure | 516,764,318 | 98.41% | 8,370,785 | 1.59% | 525,135,103 | 775,681 |
17 | Authority to allot shares up to one-third of issued share capital | 523,608,671 | 99.57% | 2,253,986 | 0.43% | 525,862,657 | 48,127 |
18 | Authority to allot shares in connection with a rights issue only | 420,231,059 | 79.91% | 105,623,192 | 20.09% | 525,854,251 | 56,533 |
Special Resolutions | |||||||
19 | General authority to disapply pre-emption rights | 520,277,001 | 98.94% | 5,581,221 | 1.06% | 525,858,222 | 52,562 |
20 | Additional authority to disapply pre-emption rights | 515,329,019 | 98.00% | 10,529,203 | 2.00% | 525,858,222 | 52,562 |
21 | Authority to purchase own shares | 525,153,683 | 99.86% | 710,814 | 0.14% | 525,864,497 | 46,287 |
22 | Notice of general meetings | 522,694,052 | 99.40% | 3,170,466 | 0.60% | 525,864,518 | 46,266 |
The Company notes that, although all of the Resolutions have been passed, there was a significant vote against Resolution 18. The Company regularly meets with shareholders regarding its governance arrangements. In discussing proxy voting intentions with its largest shareholders, the Company is aware that in some cases a shareholders' voting policy differs to that of the Company (which follows the guidance issued by the Investment Association) regarding the authority to allot shares in connection with a rights issue. The Company expects to keep its policy on these share allotment authorities under review and will seek the views of any other shareholders opposed to the Resolution so far as possible.
Notes:
(i) Votes 'withheld' are not votes under English law and so have not been included in the calculation of whether a resolution is carried. Percentages have been rounded to two decimal places.
(ii) As at 7.00am on 2 May 2018, the Company's issued share capital was 663,566,343 ordinary shares of 2p each admitted to trading. The Company does not hold any ordinary shares in treasury. Each ordinary share carries the right to one vote in relation to all circumstances at general meetings of the Company. Of these issued ordinary shares: (1) 2,327,415 shares are held by Yorkshire Building Society, the trustee for the Company's employee Share Incentive Plan, who must vote, at the request of a participant, in respect of ordinary shares held by the trustee on behalf of that participant; (2) 27,983,942 shares are held by Wealth Nominees Limited on behalf of Estera Trust (Jersey) Limited, the independent company which is the trustee of Ocado's employee benefit trust (the "EBT Trustee"). The EBT Trustee has waived its right to exercise its voting rights and to receive dividends in respect of these 27,983,942 ordinary shares, although it may vote in respect of 27,907,910 ordinary shares which have vested under the joint share ownership scheme and remain in the trust as at 2 May 2018, at the request of a participant.
This announcement is made pursuant to the requirements of Listing Rules 9.6.2 and 9.6.18. In accordance with Listing Rule 9.6.2, a copy of resolutions 16 to 22 (as set out in the notice of Annual General Meeting), being the resolutions passed at the Annual General Meeting not concerning ordinary business, has been submitted today to the Financial Conduct Authority's national storage mechanism. This document will be available for viewing at http://www.morningstar.co.uk/uk/NSM.
A copy of the Annual General Meeting results will be available on Ocado's website: www.ocadogroup.com.
Person responsible for arranging the release of this announcement:
Neill Abrams
Company Secretary
Ocado Group plc
Buildings One & Two, Trident Place,
Mosquito Way,
Hatfield
Hertfordshire, AL10 9UL
+ 44 1707 228 000
company.secretary@ocado.com
Ocado Group plc LEI: 213800LO8F61YB8MBC74