REG - B&M European - AGM 2023 Voting results announcement

B&M European Value Retail SAAnnouncement

26/07/2023 08:15

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RNS Number : 2413H  B&M European Value Retail S.A.  26 July 2023

 

 

26 July 2023

B&M European Value Retail S.A.

 

 

AGM Voting Results

 

 

All resolutions proposed at the Annual General Meeting of the Company held on
25 July 2023 were passed and the results of the votes were as follows.

 

                                                                                       VOTES        %      VOTES       %       VOTES                               VOTES WITHHELD

                                                                                       FOR                 AGAINST             TOTAL        % of TVR   % of ISC

 1    To receive the Directors Report on the Annual Accounts of the Company for the    826,052,536  99.99  730         0.0001  826,053,266  82.45         82.45    18,126,330
      year ended March 2023.
 2    To receive the unconsolidated and consolidated Annual Accounts and Financial     823,705,185  99.99  730         0.0001  823,705,915  82.22                  20,473,681
      Statements for the financial year ended March 2023 and the Auditor's Reports

      thereon.

                                                                                                                                                       82.22
 3    To approve the Annual Accounts and Financial Statements of the Company for the   823,704,065  99.99  730         0.0001  823,704,795  82.22                  20,474,801
      year ended 31 March 2023.

                                                                                                                                                       82.22
 4    To approve the consolidated Annual Accounts and Financial Statements of the      823,704,065  99.99  730         0.0001  823,704,795  82.22                  20,474,801
      Company for the year ended 25 March 2023.

                                                                                                                                                       82.22
 5    To approve the result of the Company for the year ended 31 March 2023 and        826,763,905  99.99  773         0.0001  826,764,678  82.52                  17,414,918
      allocation.

                                                                                                                                                       82.52
 6    To approve the total dividend of the Company for the year ended 31 March 2023.   826,765,822  100    0           0       826,765,822  82.52      82.52       17,143,774
 7    To approve the annual report on the Directors' Remuneration.                     808,808,276  97.30  22,181,186  2.70    822,989,462  82.15      82.15       21,190,134

 8    To discharge each of the Directors for the financial year ended 31 March 2023.   817,345,612  98.96  8,560,850   1.04    825,906,462  82.44      82.44       18,273,134
 9    To re-elect Peter Bamford as a Director.                                         716,124,255  88.36  94,302,035  11.64   810,444,290  80.89                  33,194,455

                                                                                                                                                       80.89
 10   To re-elect Alejandro Russo as a Director.                                       824,721,627  99.69  2,539,620   0.31    827,261,247  82.57      82.57       16,918,349
 11   To re-elect Michael Schmidt as a Director.                                       822,407,093  99.41  4,854,154   0.59    827,261,247  82.57      82.57       16,918,349
 12   To re-elect Ron McMillan as a Director.                                          784,145,494  94.79  43,115,753  5.21    827,261,247  82.57      82.57       16,918,349
 13   To re-elect Tiffany Hall as a Director.                                          794,066,792  95.99  33,194,455  4.01    827,261,247  82.57      82.57       16,918,349
 14   To re-elect Paula MacKenzie as a Director.                                       807,183,772  97.67  19,215,854  2.33    826,399,626  82.49      82.49       17,779,970
 15   To re-elect as Oliver Tant as a Director.                                        823,995,930  99.61  3,265,317   0.39    827,261,247  82.57                  16,918,349

                                                                                                                                                       82.57
 16   To discharge the Independent Auditor for the year ended 31 March 2023.           820,760,586  99.38  5,145,576   0.62    825,906,162  82.44      82.44       18,273,434
 17   To re-appoint KPMG Audit S.à r.l. as Independent Auditor of the Company.         824,930,181  99.72  2,348,583   0.28    827,278,764  82.57      82.57       16,900,832
 18   To authorise the Directors to determine the Independent Auditor's                827,577,575  99.99  1,189       0.0001  827,278,764  82.57      82.57       16,900,832

    remuneration.

 19   To authorise the Company to make market purchases of its ordinary shares of up   823,016,690  99.54  3,820,601   0.46    826,837,291  82.53      82.53       17,342,305
      to 10% of its ordinary issued shares. ((1))
 20   To confirm the Board of Directors have full power to issue ordinary shares on    826,923,101  99.97  263,805     0.03    827,186,906  82.57                  16,992,690
      a non-pre-emptive basis for cash representing 5% of the issued share capital

      of the Company generally, as provided by the Articles of Association and to
      acknowledge the Directors' intention to comply with the  Statement of

      Principles on Dis-applying Pre-Emption Rights, to the extent practical for a
      Luxembourg company.

                                                                                                                                                       82.57
 21   To confirm the Board of Directors have full power, in addition to any            824,576,250  99.68  2,610,656   0.32    827,186,906  82.57
      authority granted under resolution 20, to issue ordinary shares on a

      non-pre-emptive basis, for cash representing a further 5% of the issued share
      capital of the Company for the purposes of financing an acquisition or a

      capital investment (or refinancing such a transaction) as defined in the
      Statement of Principles on Dis-Applying Pre-Emption Rights, as provided by the

      Articles of Association.                                                                                                                                     16,992,690

                                                                                                                                                        82.57

 

((1)) Whilst the Company seeks authority on an annual basis to perform share
buybacks (as is customary for UK PLCs), the Board notes that it has no current
intention of utilising this authority, reflecting the complexities of
executing an on market buyback for a company incorporated in Luxembourg such
as B&M. The Board continuously reviews the Group's capital structure and
has regularly returned funds to all its shareholders by way of both ordinary
and special dividends.

 

 

The results of the votes will also be posted on the Company's website at
www.bandmretail.com (http://www.bandmretail.com)

 

Please note that a vote withheld is not a vote in law and is not counted in
the calculation of votes for and against a resolution.

On the record date on 11 July 2023, the total number of voting rights was
1,001,839,893 (TVR) and the total number of shares in issue was 1,001,853,735
(ISC).

 

With effect from the AGM date, Tiffany Hall becomes Senior Independent
Director, Oliver Tant becomes Chair of the Audit & Risk Committee and
joins the Remuneration Committee. Subject to shareholders' approval of the
appointment of Hounaïda Lasry, and as from her appointment date, Hounaïda
will join the Remuneration and the Nomination Committees of the Company.

 

 

Enquiries

 

B&M European Value Retail S.A.

For further information please contact +44 (0)151 728 5400

Alejandro Russo, Chief Executive Officer

Michael Schmidt, Chief Financial Officer

Investor.relations@bandmretail.com

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