TIDMSTU

RNS Number : 6152A

Studio Retail Group PLC

30 September 2020

30 September 2020

Studio Retail Group PLC ("Studio" or the "Company")

Result of Annual General Meeting

The Board of Studio announces that the Resolutions proposed at the Annual General Meeting held on 30 September 2020 were duly passed on a poll and without amendment by the required majorities.

Further details of the Resolutions were set out in the notice of meeting to shareholders of Studio issued on 28 August 2020.

The final votes for each resolution were as follows:

 
     Resolution                                  For                     Against                Withheld 
     Ordinary Business 
                                     ----------------------  ---------------------  -------------------- 
      Resolution 1: Ordinary 
       resolution to receive 
       the annual accounts 
       of the Company for 
       the year ended 27 March 
       2020 and the directors' 
       and auditor's reports 
       thereon.                                  77,949,857              39,380                 5,598 
                                     ----------------------  ---------------------  -------------------- 
      Resolution 2: Ordinary 
       resolution to approve 
       the directors' remuneration 
       report for the year 
       ended 27 March 2020.                      77,919,228              6,781                  68,826 
                                     ----------------------  ---------------------  -------------------- 
      Resolution 3: Ordinary 
       resolution to approve 
       the policy on directors' 
       remuneration.                             76,063,229              1,888,812              42,794 
                                     ----------------------  ---------------------  -------------------- 
      Resolution 4: Ordinary 
       resolution to appoint 
       Mr P. Kendrick as a 
       director of the Company.                  77,994,418              418                    0 
                                     ----------------------  ---------------------  -------------------- 
      Resolution 5: Ordinary 
       resolution to reappoint 
       Ms C. Askem as a director 
       of the Company.                           77,994,177              659                    0 
                                     ----------------------  ---------------------  -------------------- 
      Resolution 6: Ordinary 
       resolution to reappoint 
       Mr G. Ball as a director 
       of the Company.                           77,949,620              6,219                  38,996 
                                     ----------------------  ---------------------  -------------------- 
      Resolution 7: Ordinary 
       resolution to reappoint 
       Mr I. Burke as a director 
       of the Company.                           77,949,573              45,236                 26 
                                     ----------------------  ---------------------  -------------------- 
      Resolution 8: Ordinary 
       resolution to reappoint 
       Mr F. Coumau as a director 
       of the Company.                           77,994,305              505                    26 
                                     ----------------------  ---------------------  -------------------- 
      Resolution 9: Ordinary 
       resolution to reappoint 
       Ms E. O'Donnell as 
       a director of the Company.                77,994,331              505                    0 
                                     ----------------------  ---------------------  -------------------- 
      Resolution 10: Ordinary 
       resolution to reappoint 
       Mr S. Caldwell as a 
       director of the Company.                  77,955,288              39,522                 26 
                                     ----------------------  ---------------------  -------------------- 
      Resolution 11: Ordinary 
       resolution to reappoint 
       Mr P. Maudsley as a 
       director of the Company.                  77,949,748              6,065                  39,022 
                                     ----------------------  ---------------------  -------------------- 
      Resolution 12: Ordinary 
       Resolution to appoint 
       Mazars LLP as auditor 
       to the company for 
       the period from the 
       conclusion of the meeting 
       to the conclusion of 
       the next general meeting 
       of the company at which 
       accounts are laid.                        77,994,437              362                    37 
                                     ----------------------  ---------------------  -------------------- 
      Resolution 13: Ordinary 
       Resolution to authorise 
       the directors to determine 
       the auditor's remuneration.               77,993,761              903                    172 
                                     ----------------------  ---------------------  -------------------- 
      Resolution 14: Ordinary 
       Resolution to authorise 
       political donations 
       and expenditure up 
       to an aggregate of 
       GBP50,000.                                77,941,181              53,634                 21 
                                     ----------------------  ---------------------  -------------------- 
      Resolution 15: Special 
       Resolution to enable 
       a general meeting of 
       the company, other 
       than an annual general 
       meeting, to be called 
       on not less than 14 
       days' notice.                             77,639,780              354,925                131 
                                     ----------------------  ---------------------  -------------------- 
 

The Company is also required to comply with the Listing Rules relating to controlling shareholders and the re-election of the Independent Non-Executive Directors of the Company. For these purposes Frasers Group plc are a controlling shareholder of the Company, as a result of controlling more than 30% of the voting rights of the Company.

As such, the election or re-election of any independent director by shareholders must be approved by a majority vote of both the shareholders of the Company and the independent shareholders of the Company.

The final votes for each resolution on this basis were as follows:

 
 Votes of Independent Shareholders Only 
 Resolution   Resolution      Votes For    Votes Against   Abstentions 
  Number 
             --------------  -----------  --------------  ------------ 
              Re-appoint Ms 
     5         Askem          46,244,177             659             0 
             --------------  -----------  --------------  ------------ 
              Re-appoint Mr 
     6         Ball           46,199,620           6,219        38,996 
             --------------  -----------  --------------  ------------ 
              Re-appoint Mr 
     7         Burke          46,199,573          45,236            26 
             --------------  -----------  --------------  ------------ 
              Re-appoint Mr 
     8         Coumau         46,244,305             505            26 
             --------------  -----------  --------------  ------------ 
              Re-appoint Ms 
     9         O'Donnell      46,244,331             505             0 
             --------------  -----------  --------------  ------------ 
 

The Company's issued share capital consists of 86,867,534 ordinary shares of GBP0.10 each with ISIN GB 00B8B4R053. The Company does not hold any shares in Treasury. Therefore, the total number of ordinary shares in the Company with voting rights is 86,867,534.

The above figure, 86,867,534, may be used by shareholders as denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA's Disclosure and Transparency Rules.

SPECIAL BUSINESS

(ORDINARY) RESOLUTION NUMBER 12

To appoint Mazars LLP as auditors to the Company for the period from the conclusion of this meeting to the conclusion of the next general meeting of the Company at which accounts are laid.

SPECIAL BUSINESS

(ORDINARY) RESOLUTION NUMBER 14

In accordance with sections 366 and 367 of the Companies Act 2006 (the "2006 Act") to authorise the Company (and subsidiaries of the Company at any time during the period for which this resolution has effect) during the period from the date of this resolution to the conclusion of the Company's next annual general meeting:

(i) to make political donations to political parties and/or independent election candidates;

(ii) to make political donations to political organisations other than political parties; and

   (iii)                 to incur political expenditure, 

up to an aggregate amount of GBP50,000, and the amount authorised under each of paragraphs (i) to (iii) of this resolution shall also be limited to such amount and that words and expressions defined for the purpose of the 2006 Act shall have the same meaning in this resolution.

SPECIAL BUSINESS

(SPECIAL) RESOLUTION NUMBER 15

That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 days' notice.

--- ---

Enquiries

Studio Retail Group plc (0161 303 3465)

Ian Burke

Phil Maudsley

   Tulchan Communications LLP      (020 7353 4200) 

Will Smith

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END

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September 30, 2020 06:56 ET (10:56 GMT)

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