TIDMSSPG
RNS Number : 5469T
SSP Group PLC
25 March 2021
25 March 2021
LEI: 213800QGNIWTXFMENJ24
SSP Group plc (the "Company")
Voting Results of Annual General Meeting held on 25 March
2021
The Company announces that its Annual General Meeting held at
1.30pm on 25 March 2021 at 32 Jamestown Road, London NW1 7HW 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 % Votes Total % of Votes withheld
Against issued
share
capital
voted
1. To receive
the Company's
annual accounts
for the year
ended 30 September
2020 together
with the Directors'
report and the
Auditors' report
on those accounts 410,899,207 99.71% 1,209,454 0.29% 412,108,661 76.65% 5,761,650
------------ -------- ----------- ------- ------------ --------- ---------------
2. To approve
the Directors'
Remuneration
Report for the
year ended 30
September 2020
(excluding Directors'
Remuneration
Policy); 410,268,869 99.70% 1,232,913 0.30% 411,501,782 76.54% 6,368,528
------------ -------- ----------- ------- ------------ --------- ---------------
3. To approve
the Directors'
Remuneration
Policy for the
year ended 30
September 2020; 355,039,577 90.21% 38,517,522 9.79% 393,557,099 73.20% 24,313,211
------------ -------- ----------- ------- ------------ --------- ---------------
4. To approve
the Restricted
Share Plan as
an employee share
plan; 372,103,027 89.75% 42,519,521 10.25% 414,622,548 77.12% 3,247,762
------------ -------- ----------- ------- ------------ --------- ---------------
5. To re-elect
Mike Clasper
as a Director
of the Company; 389,801,997 94.01% 24,814,841 5.99% 414,616,838 77.12% 3,253,471
------------ -------- ----------- ------- ------------ --------- ---------------
6. To re-elect
Simon Smith as
a Director of
the Company; 412,451,082 100.00% 11,040 0.00% 412,462,122 76.71% 5,408,189
------------ -------- ----------- ------- ------------ --------- ---------------
7. To re-elect
Jonathan Davies
as a Director
of the Company; 413,900,832 99.83% 723,137 0.17% 414,623,969 77.12% 3,246,341
------------ -------- ----------- ------- ------------ --------- ---------------
8. To re-elect
Carolyn Bradley
as a Director
of the Company; 394,976,407 99.57% 1,701,356 0.43% 396,677,763 73.78% 21,192,547
------------ -------- ----------- ------- ------------ --------- ---------------
9. To re-elect
Ian Dyson as
a Director of
the Company; 403,110,133 97.22% 11,508,121 2.78% 414,618,254 77.12% 3,252,056
------------ -------- ----------- ------- ------------ --------- ---------------
10. To elect
Judy Vezmar as
a Director of
the Company; 414,614,054 100.00% 4,130 0.00% 414,618,184 77.12% 3,252,127
------------ -------- ----------- ------- ------------ --------- ---------------
11. To elect
Tim Lodge as
a Director of
the Company; 414,249,522 99.91% 366,149 0.09% 414,615,671 77.11% 3,253,740
------------ -------- ----------- ------- ------------ --------- ---------------
12. To re-appoint
KPMG LLP as auditor
of the Company; 409,882,697 98.86% 4,743,601 1.14% 414,626,298 77.12% 3,244,011
------------ -------- ----------- ------- ------------ --------- ---------------
13. To authorise
the Directors
to determine
the remuneration
of the Auditor; 414,620,310 100.00% 2,149 0.00% 414,622,459 77.12% 3,247,851
------------ -------- ----------- ------- ------------ --------- ---------------
14. To authorise
the Company and
its subsidiaries
to make political
donations and/or
incur political
expenditure; 413,931,343 99.83% 684,122 0.17% 414,615,465 77.11% 3,254,845
------------ -------- ----------- ------- ------------ --------- ---------------
15. To authorise
the Directors
to allot shares
pursuant to section
551 of the Companies
Act 2006; 324,345,216 78.23% 90,279,300 21.77% 414,624,516 77.12% 3,245,794
------------ -------- ----------- ------- ------------ --------- ---------------
16. To authorise
the Directors
to dis-apply
pre-emption rights
pursuant to sections
570 and 573 of
the Companies
Act 2006 (General); 396,854,203 95.71% 17,768,354 4.29% 414,622,557 77.12% 3,247,752
------------ -------- ----------- ------- ------------ --------- ---------------
17. To authorise
the Directors
to dis-apply
pre-emption rights
pursuant to sections
570 and 573 of
the Companies
Act 2006 (Acquisition
or Capital Investment); 385,498,677 92.98% 29,123,795 7.02% 414,622,472 77.12% 3,247,838
------------ -------- ----------- ------- ------------ --------- ---------------
18. To authorise
the Company to
make market purchases
of its ordinary
shares; and 410,819,308 99.13% 3,619,446 0.87% 414,438,754 77.08% 3,431,556
------------ -------- ----------- ------- ------------ --------- ---------------
19. That a general
meeting other
than an annual
general meeting
may be called
on not less than
14 clear days'
notice. 355,602,098 85.76% 59,024,296 14.24% 414,626,394 77.12% 3,243,917
------------ -------- ----------- ------- ------------ --------- ---------------
Notes:
(1) Full details of the resolutions are set out in the Notice of
Annual General Meeting dated 22 February 2021 (which is available
on the Company's website at www.foodtravelexperts.com ).
(2) 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 19 were special resolutions,
requiring at least 75% of shareholders' votes to be cast in favour
of the resolutions.
(3) Votes 'For' include those votes giving the Chairman discretion.
(4) There were 537,659,932 ordinary shares (excluding treasury
shares) in issue all of which had the right to vote. 263,499
ordinary shares were held in treasury which do not carry voting
rights.
(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.
(6) 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 .
Resolution 15 - General Allotment Authority
The Board is pleased with the overall level of support for all
the resolutions. It acknowledges, however, the significant vote
against resolution 15 (the directors' general authority to allot
shares) (AGM Allotment Authority). The Board is committed to
continuing an open and transparent dialogue with the Company's
shareholders and following the AGM, will seek to engage with those
shareholders who voted against this resolution to understand their
views and/or any specific concerns. We will publish an update on
this engagement, in accordance with the UK Corporate Governance
Code, within six months of the 2021 AGM as well as a final summary
in the Company's Annual Report for the 2021 Financial Year. The
Board notes that the authority granted today by shareholders falls
within the Investment Association's Share Capital Management
Guidelines.
In addition, the Board notes that the Rights Issue prospectus
published by the Company on 17 March 2021 includes an undertaking
that the directors will not allot and issue shares under the AGM
Allotment Authority where to do so would exceed such authority as
reduced by the number of shares allotted and issued under the
rights issue. This undertaking has been given to assure
shareholders that the directors will have the same allotment
authority after the rights issue as they would have had they been
able to use the AGM Allotment Authority for the rights issue.
For further information contact:
Helen Byrne
General Counsel & Company Secretary
+44 (0) 207 543 3300
Investor and analyst enquiries
Sarah John
Corporate Affairs Director
+44 (0)203 714 5251
E-mail: sarah.john@ssp-intl.com
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