2018 AGM Results

RNS Number : 1174G
SSP Group PLC
27 February 2018
 

27 February 2018                                                                                 LEI: 213800QGNIWTXFMENJ24

 

 

 

SSP Group plc (the "Company")

 

 

Voting Results of Annual General Meeting held on 27 February 2018

 

 

The Company announces that its Annual General Meeting held at 11.00am on 27 February 2018 at Travers Smith LLP, 10 Snow Hill, London, EC1A 2AL was successfully concluded.

 

All Resolutions were duly passed by shareholders by way of a poll.  The voting results are below and will also be available on the Company's website (www.foodtravelexperts.com).

 

 

Resolution

Votes For

%

Votes Against

%

Votes Total

% of issued share capital voted

Votes withheld

1. To receive the reports of the Directors and the Auditor and the audited accounts for the financial year ended 30 September 2017

391,828,421

 

99.43

 

2,251,832

 

0.57

 

394,080,253

 

82.20

 

306,087

 

4. To declare the final dividend recommended by the Directors of 4.9 pence per share for the financial year ended 30 September 2017

394,384,216

 

100

 

0

 

0

 

394,384,216

 

82.27

 

2,124

 

5. To re-elect Vagn Sørensen as a Director

244,382,387

 

67.89

 

115,572,776

 

32.11

 

359,955,163

 

75.09

 

34,431,175

 

6. To re-elect John Barton as a Director

355,054,407

 

 

95.63

 

 

16,226,598

 

4.37

 

371,281,005

 

77.45

 

23,105,334

 

7. To re-elect Kate Swann as a Director

392,803,194

 

99.60

 

1,580,761

 

0.40

 

394,383,955

 

82.27

 

2,385

 

8. To re-elect Jonathan Davies as a Director

390,727,140

 

99.07

 

3,656,815

 

0.93

 

394,383,955

 

82.27

 

2,385

 

9. To re-elect Ian Dyson as a Director

388,424,949

 

98.49

 

5,959,006

 

1.51

 

394,383,955

 

82.27

 

2,385

 

10. To re-elect Denis Hennequin as a Director

392,046,491

 

99.41

 

2,337,464

 

0.59

 

394,383,955

 

82.27

 

2,385

 

11. To re-elect Per Utnegaard as a Director

392,420,804

 

99.50

 

1,963,151

 

0.50

 

394,383,955

 

82.27

 

2,385

 

12. To re-appoint KPMG LLP as Auditor

384,283,783

 

97.94

 

8,085,293

 

2.06

 

392,369,076

 

81.85

 

2,017,263

 

13. To authorise the Directors to determine the remuneration of the Auditor

394,382,841

 

100

1,375

 

0

394,384,216

 

82.27

 

2,124

 

14. To authorise the Company to make political donations

393,360,612

 

99.74

 

1,017,103

 

0.26

 

394,377,715

 

82.27

 

8,625

 

15. To authorise the Directors to allot shares pursuant to s551 of the Companies Act 2006

355,226,583

 

90.07

 

39,157,465

 

9.93

 

394,384,048

 

82.27

 

2,292

 

16. To declare the special dividend, to approve the share consolidation and to amend the Company's articles of association in connection with the share consolidation

394,364,518

 

100

19,698

 

0

394,384,216

 

82.27

 

2,124

 

17. To authorise the Directors to dis-apply pre-emption rights pursuant to s570 and s573 of the Companies Act 2006 (General)

394,274,373

 

99.97

 

101,488

 

0.03

 

394,375,861

 

82.27

 

10,479

 

18. To authorise the Directors to dis-apply pre-emption rights pursuant to s570 and s573 of the Companies Act 2006 (Acquisition or Capital Investment)

384,846,752

 

97.58

 

9,528,665

 

2.42

 

394,375,417

 

82.27

 

10,922

 

19. To authorise the Company to make market purchases of its ordinary shares

387,186,342

 

98.24

 

6,932,586

 

1.76

 

394,118,928

 

82.21

 

267,411

 

20. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice

344,942,795

 

87.46

 

49,441,421

 

12.54

 

394,384,216

 

82.27

 

2,124

 

 

 

Notes:

(1)      The Board notes the outcome of the shareholder votes against the Resolution 3 concerning the approval of the Company's Remuneration Policy. The Company has good relationships with its shareholders and will continue to engage with them regarding its Remuneration Policy going forward.

(2)      The Board also notes the outcome of the shareholder votes against Resolution 5 concerning the re-election of the Chairman, Vagn Sørensen. The Board recognises the concerns which have been expressed regarding the number of his external board appointments, however it is satisfied that Vagn Sørensen has sufficient capacity to meet his commitments to the SSP Group. Specifically, the Board and the Management team believe that Mr Sørensen's knowledge of the business and extensive experience brings many benefits to the Group and that his time availability and attention have been without question and have not been adversely impacted by his other Board appointments. We have consulted with a number of shareholders to discuss the issues raised and will continue to engage with shareholders on this matter. Mr Sørensen is intending to review his portfolio over the coming period.

(3)      Votes 'For' include those votes giving the Chairman discretion.

(4)      There were 479,392,339 ordinary shares in issue all of which had the right to vote.

(5)      A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.

 

Full details of the resolutions are set out in the Notice of Annual General Meeting dated 25 January 2018 (which is available on the Company's website at www.foodtravelexperts.com).

 

Resolutions 1 to 15 were ordinary resolutions, requiring more than 50% of shareholders' votes to be cast in favour of the resolutions. Resolutions 16 to 20 were special resolutions, requiring at least 75% of shareholders' votes to be cast in favour of the resolutions.

 

Copies of all the resolutions passed, other than ordinary business, have been submitted to the National Storage Mechanism and will soon be available for inspection at www.Morningstar.co.uk/uk/nsm.

 

For further information contact:

 

Helen Byrne

Company Secretary & General Counsel

+44 (0)207 543 3300

Investor and analyst enquiries

Sarah John

Director of Investor Relations

+44 (0)203 714 5251

E-mail: sarah.john@ssp-intl.com


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