Diageo PLC USL Annual General Meeting: Board Appointments (1131T)
01 Ottobre 2014 - 8:00AM
UK Regulatory
TIDMDGE
RNS Number : 1131T
Diageo PLC
01 October 2014
1 October 2014
USL Annual General Meeting: Board Appointments
Diageo today issued the following summary of the board
appointments announced by United Spirits Limited ("USL") after its
annual general meeting held on 30 September 2014.
The following were appointed or re-appointed to the board of USL
at its annual general meeting: Mr Anand Kripalu (CEO and
Diageo-nominated director); Dr Vijay Mallya (non-executive director
nominated by United Breweries (Holdings) Limited ("UBHL")); and Mr
Sudhakar Rao, Mr D. Sivanandhan and Dr Indu Shahani (all as
independent non-executive directors). The following, who were not
subject to appointment or re-appointment at the USL AGM, continue
on the USL board: Mr Paul Walsh (non-executive director nominated
by Diageo), Mr Ravi Rajagopal (non-executive director nominated by
Diageo) and Mr P.A. Murali (CFO and Diageo-nominated director).
Following a reduction in its shareholding in USL, UBHL is no
longer entitled to recommend an independent director to the USL
board under the shareholders agreement between the Diageo group and
the UBHL group (the "Shareholders Agreement"). The composition of
the USL board following the annual general meeting reflects this
change.
UBHL remains entitled under the Shareholders Agreement to
nominate one director to the USL board subject to it continuing to
hold at least 1,307,950 shares in USL and Dr Mallya continuing to
control UBHL. Diageo's contractual obligations to support Dr Mallya
continuing as non-executive director and chairman of USL are
subject to these conditions as well as the absence of certain
defaults by UBHL or Dr Mallya.
Dr Mallya remains UBHL's nominated director and therefore, in
accordance with the terms of the Shareholders Agreement, Diageo
voted in favour of the resolution at the USL AGM to re-appoint Dr
Mallya as a director of USL.
Diageo is the majority shareholder in USL with a 54.78% interest
and continues to be entitled under the Shareholders Agreement to
appoint its nominees to the roles of CEO and CFO of USL, as well as
to nominate and recommend directors to the USL board subject to the
overall composition of the USL board meeting the applicable
requirements of Indian law and regulation.
Ends
Contacts
Investor enquiries to: Catherine James +44 (0) 20 8978 2272
Pier Falcione +44 (0) 20 8978 4838
Colette Wright +44 (0) 20 8978 1380
investor.relations@diageo.com
Media enquiries to: James Crampton +44 (0) 20 8978 4613
Victoria Ward +44 (0) 20 8978 4353
press.office@diageo.com
Editor notes
The Shareholders Agreement was entered into as part of the
transaction announced on 9 November 2012 and came into effect on 4
July 2013 when Diageo completed the acquisition of its initial
25.02% shareholding in USL. The principal provisions of the
Shareholders Agreement were summarised in Diageo's announcement of
that transaction.
About Diageo
Diageo is a global leader in beverage alcohol with an
outstanding collection of brands across spirits, beer and wine
categories. These brands include Johnnie Walker, Crown Royal, J B,
Buchanan's, Windsor and Bushmills whiskies, Smirnoff, Cîroc and
Ketel One vodkas, Captain Morgan, Baileys, Don Julio, Tanqueray and
Guinness.
Diageo is a global company, and our products are sold in more
than 180 countries around the world. The company is listed on both
the London Stock Exchange (DGE) and the New York Stock Exchange
(DEO). For more information about Diageo, our people, our brands,
and performance, visit us at www.diageo.com. Visit Diageo's global
responsible drinking resource, www.DRINKiQ.com, for information,
initiatives, and ways to share best practice.
Celebrating life, every day, everywhere.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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