Result of AGM and Change of Director
29 April 2022
Photo-Me International plc
("Photo-Me", the "Company" or the "Group")
Result of AGM and Change of Director
Result of AGM
Photo-Me, the instant-service equipment group, held its 2021 Annual General Meeting ("AGM") today at the offices of Hudson Sandler LLP, 25 Charterhouse Square, London EC1M 6AE. All resolutions set out in the Notice of AGM, sent to shareholders on 5 April 2022, were passed on a show of hands.
The following levels of proxy appointments and associated instructions were received before the meeting:
|
Ordinary Business |
The number of shares in respect of which proxy appointments have been validly made |
Proxy Votes For |
Proxy Votes Against |
Proxy Votes withheld |
% for |
% against |
|
|
Ordinary Resolutions |
|
|
|
|
|
|
|
|
1. |
To receive the Accounts and Report of the directors and the auditor for the year ended 31 October 2021. |
244,280,660 |
243,972,456 |
122,730 |
185,474 |
99.95% |
0.05% |
|
2. |
To approve the directors' remuneration report for the year ended 31 October 2021. |
244,280,660 |
194,717,356 |
42,292,455 |
7,270,849 |
82.16% |
17.84% |
|
3. |
To approve a final dividend 2.89p per ordinary share in respect of the year ended 31 October 2021 payable on 13 May 2022. |
244,280,660 |
244,120,427 |
8,633 |
151,600 |
99.99% |
0.01% |
|
4. |
To re-appoint Mazars LLP as auditor. |
244,280,660 |
243,971,455 |
114,451 |
194,754 |
99.95% |
0.05% |
|
5. |
To authorise the directors to fix the remuneration of the auditor. |
244,280,660
|
243,972,134 |
112,155 |
196,371 |
99.95% |
0.05% |
|
6. |
To re-elect Emmanuel Olympitis as director. |
244,280,660 |
197,063,221
|
46,913,901
|
303,538
|
80.77%
|
19.23%
|
|
6. |
To re-elect Emmanuel Olympitis as director (without controlling shareholder's votes). |
106,332,064 |
59,114,625 |
46,913,901 |
303,538 |
55.75% |
44.25% |
|
7. |
To re-elect Jean-Marc Janailhac as director. |
244,280,660 |
243,520,659 |
426,463 |
333,538 |
99.83% |
0.17% |
|
8. |
To elect Tania Crasnianski as director. |
244,280,660 |
243,609,176 |
474,418 |
197,066 |
99.81% |
0.19% |
|
9. |
To elect Camille Claverie as director. |
244,280,660 |
239,566,801 |
4,499,674 |
214,185 |
98.16% |
1.84% |
|
10. |
To elect René Proglio as director. |
244,280,660 |
238,460,019 |
5,611,973 |
208,668 |
97.70% |
2.30% |
|
10. |
To elect René Proglio as director (without controlling shareholder's votes). |
106,332,064 |
100,511,423 |
5,611,973 |
208,668 |
94.71% |
5.29% |
|
11. |
To elect Sigieri Diaz della Vittoria Pallavicini as director. |
244,280,660 |
243,820,419 |
275,425 |
184,816 |
99.89% |
0.11% |
|
11. |
To elect Sigieri Diaz della Vittoria Pallavicini as director (without controlling shareholder's votes). |
106,332,064 |
105,871,823 |
275,425 |
184,816 |
99.74% |
0.26% |
|
Special Business |
|
|
|
|
|
|
|
|
Ordinary Resolution |
|
|
|
|
|
|
|
|
12. |
To authorise the directors to allot shares and grant rights to subscribe for, or convert any security into, shares up to a maximum amount. |
244,280,660 |
243,647,151 |
405,564 |
227,945 |
99.83% |
0.17% |
|
Special Resolutions |
|
|
|
|
|
|
|
|
13. |
To allow general meetings other than an Annual General Meeting may be called on not less than 14 clear days' notice. |
244,280,660 |
242,842,072 |
1,281,096 |
157,492 |
99.48% |
0.52% |
|
14. |
To enable directors to allot shares for cash without first offering them to existing shareholders.
|
244,280,660 |
234,640,744 |
9,450,092 |
189,824 |
96.13% |
3.87% |
|
15. |
To grant additional rights to the directors to enable them to allot shares for cash without first offering them to existing shareholders. |
244,280,660 |
243,106,809 |
976,692 |
197,159 |
99.60% |
0.40% |
|
16.
|
To authorise the Company to make market purchases of its own shares. |
244,280,660 |
243,704,973 |
296,619 |
279,068 |
99.88% |
0.12% |
Notes:
1. Votes withheld have not been counted in the calculation of the proportion of the votes "for" and "against" resolutions.
2. Valid proxy instructions were received in respect of 244,280,660 shares representing 64.62% of the issued share capital.
3. Any proxy appointments which gave discretion to the Chairman have been included in the "for" total.
Change of Director
Mr Jean-Marcel Denis today resigned as a Non-executive Director of the Company effective immediately after the Company's AGM. Mr Jean-Marcel Denis was Chairman of the Audit Committee and a member of the Nomination and Remuneration Committees. The Board thanks Mr Denis for his years of dedicated and loyal service to the Group and wishes him and his family well for the future.
Mr René Proglio, Non-executive Director and member of the Audit Committee, succeeds Mr Jean-Marcel Denis as Chairman of the Audit Committee, also effective as of today immediately after the Company's AGM. The Audit Committee will therefore comprise Sir John Lewis, Mr Emmanuel Olympitis, and Ms Françoise Coutaz-Replan, with Mr Proglio as its Chairman. The Board wishes Mr Proglio well in his new role.
Enquiries:
|
Photo-Me International plc |
|
|
Del Mansi, Company Secretary |
+44 (0) 1372 453 399 |
|
Hudson Sandler |
|
|
Charlotte Cobb/Nick Moore |
+44 (0) 20 7796 4133 |
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