23 May 2016 16:10
23 May 2016
Stock Spirits Group PLC
Annual General Meeting ("AGM") Poll Results & Smaller Related Party Transaction
AGM Poll Results
The Annual General Meeting of Stock Spirits Group PLC (the "Company") was held at 60 Victoria Embankment, London, EC4Y 0JP at 11.30 a.m. on 23 May 2016.
Except resolutions no. 12 and no. 18, all resolutions set out in the 2016 Notice of Meeting were approved by the shareholders by way of a poll. The results of the poll for each resolution were as follows:
Details | For - (No. of shares voted) | For - (% of shares voted) | Against (No. of shares voted) | Against (% of shares voted) | Number of Votes Withheld |
Resolution 1 To receive the Accounts, the Directors' and Auditor's Reports | 145,565,753 | 100 | 0 | 0 | 26,262,515 |
Resolution 2 To approve the Directors' Remuneration Report | 138,983,917 | 85.02 | 24,488,956 | 14.98 | 8,355,395 |
Resolution 3 To declare a final dividend | 164,954,686 | 100 | 0 | 0 | 6,873,582 |
Resolution 4 To re-elect Mr David Maloney as a Director | 128,267,858 | 77.76 | 36,686,827 | 22.24 | 6,873,583 |
Resolution 5 To re-elect Mr Andrew Cripps as a Director | 161,713,248 | 98.92 | 1,759,624 | 1.08 | 8,355,396 |
Resolution 6 To re-elect Ms Lesley Jackson as a Director | 139,754,463 | 95.98 | 5,855,351 | 4.02 | 26,218,454 |
Resolution 7 To re-elect Mr John Nicolson as a Director | 161,725,603 | 98.93 | 1,747,269 | 1.07 | 8,355,396 |
Resolution 8 To elect Mr Miroslaw Stachowicz as a Director | 162,279,162 | 98.41 | 2,630,138 | 1.59 | 6,918,968 |
Resolution 9 To re-appoint KPMG as Auditor | 145,609,815 | 100 | 0 | 0 | 26,218,453 |
Resolution 10 To authorise the Audit Committee to determine the Auditor's remuneration | 144,128,002 | 100 | 0 | 0 | 27,700,266 |
Resolution 11 To authorise the Directors to allot ordinary shares | 108,591,360 | 71.65 | 42,974,989 | 28.35 | 20,261,919 |
Resolution 12* To dis-apply pre-emption rights | 118,210,946 | 74.65 | 40,141,627 | 25.35 | 13,475,695 |
Resolution 13* To authorise the Company to buy back its own shares | 131,235,863 | 79.79 | 33,236,710 | 20.21 | 7,355,695 |
Resolution 14* To allow general meetings to be held on not less than 14 clear days' notice | 151,178,670 | 92.48 | 12,294,202 | 7.52 | 8,355,395 |
Resolution 15* Confirmation of Dividend | 163,114,625 | 99.59 | 675,908 | 0.41 | 6,913,582 |
Requisitioned Resolutions | |||||
Resolution 16 To elect Alberto Da Ponte as a director | 96,645,194 | 56.33 | 74,937,330 | 43.67 | 245,743 |
Resolution 17 To elect Randy M Pankevicz as a director | 97,103,329 | 56.83 | 73,752,140 | 43.17 | 972,799 |
Resolution 18* To conduct a further board level review of M&A strategy and not implement any M&A projects until such strategy is presented to and approved by the shareholders | 92,898,565 | 54.14 | 78,683,960 | 45.86 | 245,743 |
*Special Resolution
Notes:
1. All resolutions, except resolution no. 12 and 18, were passed.
2. Votes "For" and "Against" are expressed as a percentage of votes received.
3. A vote "withheld" is not a vote in law and is not counted in the calculation of the % of shares voted "For" or "Against" a resolution.
4. Total number of shares in issue at 6pm on 19 May 2016 was 200,000,000 ordinary shares. Up to 85.79% of voting capital was instructed.
5. In accordance with Listing Rule 9.6.2R, copies of resolutions numbered 13 to 15 will be made available for inspection from the National Storage Mechanism, situated at: www.morningstar.co.uk/uk/NSMo
6. These poll results will be available shortly on the Company's website at www.stockspirits.com
Smaller Related Party Transaction
The Company announces that it has, following the passing of Resolution 15 and as described in detail in the Notice of AGM published by the Company on 19 April 2016, entered into: (i) a deed of release in respect of its shareholders; and (ii) a deed of release in respect of its directors and former directors.
These deeds release any and all claims which the Company may have against its shareholders and Directors arising out of the payment of the interim dividend of €0.0125 per share, €2,503,000 in total that was paid on 25 September 2015 ("the Interim Dividend").
For the purposes of Chapter 11 of the Listing Rules of the UK Listing Authority (the "Listing Rules"), each person who was a Director of the Company when the Interim Dividend was paid, or who is a current Director of the Company, is a related party of the Company. The entry by the Company into the deed of release for the Directors is therefore deemed to be a "smaller related party transaction" under Listing Rule 11.1.10R.
Further Enquiries:
Stock Spirits Group:
Lesley Jackson, Chief Financial Officer
| +44 (0) 1628 648 500
|
Elisa Gómez De Bonilla, Company Secretary | +44 (0) 1628 648 500
|
Bell Pottinger
Clinton Manning | +44 (0) 20 3772 2560 +44 (0) 7711 972 662 |
Dan de Belder
|
+44 (0) 20 3772 2561 +44 (0) 7977 927 142 |