REG - B&M European - Result of EGM

B&M European Value Retail SAAnnouncement

23/07/2025 09:15

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RNS Number : 2154S  B&M European Value Retail S.A.  23 July 2025

 
 

23 July 2025

B&M European Value Retail S.A

3, rue Gabriel Lippmann, L-5365 Munsbach

RCS Luxembourg B187275

 

(the "Company")

 

Results of the votes at the Extraordinary General Meeting of 22 July 2025

 

The Company is pleased to announce that all resolutions proposed at the
Extraordinary General Meeting of the Company held on 22 July 2025 were passed
and the results of the votes were as follows.

                                                                                     VOTES        %        VOTES       %       VOTES        % of TVR  % of ISC  VOTES WITHHELD

                                                                                     FOR                   AGAINST             TOTAL
 1  To approve the transfers of the registered office of the Company to Jersey and   662,900,616  99.9985  9,911       0.0015  662,910,527  66.04               886,639
    of its central administration to the UK (the "Migration"); and to approve that

    the Company will continue to exist in Jersey under the form of a public                                                                           66.04
    limited company incorporated under the Companies (Jersey) Law 1991 with its

    corporate name changed into B&M European Value Retail plc ("B&M
    Jersey").
 2  To approve the change of the registered office of the Company.                   662,902,965  99.9987  8,531       0.0013  662,911,496  66.04     66.04     885,670
 3  To acknowledge and approve that B&M Jersey Articles shall replace the            633,121,934  95.39    30,628,285  4.61    663,750,219  66.12     66.12     46,947
    articles of association of the Company as from the effective date of the
    Migration.
 4  To grant full discharge to the auditor of the Company and to terminate his       661,270,769  99.85    996,329     0.25    662,267,098  65.97     65.98     1,530,068
    mandate as from the effective date of the Migration.
 5  To appoint KPMG LLC as auditor of B&M Jersey as from the effective date of       661,573,664  99.67    2,176,955   0.33    663,750,619  66.12     66.12     46,547
    the Migration.
 6  To authorise the Board to determine the remuneration of the auditor of B&M       663,693,945  99.99    52,456      0.01    663,746,401  66.12     66.12     50,765
    Jersey.
 7  To appoint Alex Simpson as Secretary of B&M Jersey as from the effective         663,696,747  99.99    37,199      0.01    663,733,946  66.12     66.12     63,220
    date of the Migration.
 8  To empower the notary, her clerk, any lawyer or employee of Clifford Chance      663,706,013  99.99    45,287      0.01    663,751,300  66.12     66.12     45,866
    Luxembourg and of Ogier Jersey, as well as any lawyer, any director and any
    daily manager of the Company to do all formalities to transfer the Company's
    registered office and central administration.

 

The results of the votes will also be posted on the Company's website at
https://www.bandmretail.com/investors/company-meetings/agm
(https://www.bandmretail.com/investors/company-meetings/agm) .

 

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 8 July 2025, the total number of voting rights (TVR) was
1,002,813,610 and the total number of shares in issue was 1,003,821,871 (ISC).

 

The Board is pleased to note the overwhelming level of shareholder support in
favour of the Migration and will provide a further update on the Migration
and, in particular, details of how the B&M Jersey Shares may be held by
shareholders upon implementation of the Migration being completed, and any
other relevant matters, in due course and in any case ahead of Admission. It
is expected that, subject to the satisfaction or, where permitted, waiver of
the remaining Conditions, the Migration will be completed and Admission will
become effective and that dealings in the B&M Jersey Shares will commence
on the London Stock Exchange before the end of this calendar year.

A prospectus relating to the Admission is expected to be published by the
Company shortly before Admission becomes effective.

Further announcements, including in relation to the publication of the
prospectus, will be made as and when appropriate.

Words and expressions which are defined in the Notice of Extraordinary General
Meeting dated 19 June 2025 shall have the same meanings in this announcement
unless the context otherwise requires.

 

 

Enquiries

B&M European Value Retail S.A.

For further information please contact +44 (0) 151 728 5400 or
investor.relations@bandmretail.com (mailto:investor.relations@bandmretail.com)

Tjeerd Jegen, Chief Executive Officer

Michael Schmidt, Chief Financial Officer

 

About B&M European Value Retail S.A.

B&M European Value Retail S.A. is a variety retailer with 777 stores in
the UK operating under the "B&M" brand, 343 stores under the "Heron
Foods" and "B&M Express" brands, and 135 stores in France also operating
under the "B&M" brand as at 29 March 2025.

 

The B&M Group was founded in 1978 and listed on the London Stock Exchange
in June 2014. For more information, please visit www.bandmretail.com
(http://www.bandmretail.com/) .

 

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