REG - B&M European - Results of AGM & EGM

B&M European Value Retail SAAnnouncement

31/07/2018 11:10

RNS Number : 3129W
B&M European Value Retail S.A.
31 July 2018
 


                                                                                                                                                            
31 July 2018
B&M European Value Retail S.A.
 
Results of AGM & EGM
 
AGM
 
All resolutions proposed at the Annual General Meeting of the Company held on 30 July 2018 were passed on a poll by shareholders. The results of the poll were as follows.
 











 
VOTES
FOR
 


 
%


 
VOTES
AGAINST


 
%


 
VOTES
TOTAL


 
% of ISC
VOTED


 
VOTES WITHHELD




1


To receive the Directors Report for the year ended 31 March 2018.


772,497,588
 


100


0
 


0
 


772,497,588
 


77.21


2,326,356
 




2


To receive the consolidated and unconsolidated Financial Statements and Annual Accounts for the financial year ended 31 March 2018 and the Auditor's Reports thereon.


772,063,966
 


99.95


400,000
 


0.05
 


772,463,966
 


77.20


2,359,978
 




3


To approve the consolidated Financial Statements and Annual Accounts of the Company for the year ended 31 March 2018.


772,497,476
 


100


0
 


0
 


772,497,476
 


77.21


2,326,468
 




4


To approve the unconsolidated Financial Statements and Annual Accounts of the Company for the year ended 31 March 2018.


772,497,476
 


100


0
 


0
 


772,497,476
 


77.21


2,326,468
 




5


To approve the result of the Company for the year ended 31 March 2018 and allocation.


772,738,519
 


100


0
 


0
 


772,738,519
 


77.23


2,085,425
 




6


To approve the total dividend of the Company for the year ended 31 March 2018.


774,823,944
 


100


0
 


0
 


774,823,944
 


77.44


0
 




7
 
 
 


To approve the annual report on the Directors' remuneration for the year ended 31 March 2018.


769,586,333
 


99.35


4,996,568
 


0.65
 


774,582,901
 


77.41


241,043
 




8
 


To approve Directors' Remuneration Policy.


766,109,391
 


98.88


8,714,552
 


1.12
 


774,823,943
 


77.44


0
 




9


To authorise the Directors to amend the Company's Long Term Incentive Plan.


768,670,381
 


99.21


6,153,339
 


0.79
 


774,823,720
 


77.44


233
 




10


To authorise the Directors to approve the Company's Deferred Bonus Share Plan.


771,990,965
 


99.63


2,832,868
 


0.37
 


774,823,833
 


77.44


111
 




11


To discharge each of the Directors (including former Directors who retired during the year) for the year ended 31 March 2018.


772,738,408
 


100


0
 


0
 


772,738,408


77.23


2,085,536
 




12


To ratify the appointment of and to re-elect Peter Bamford as a Director.


750,117,223
 


98.57


10,867,474
 


1.43
 


760,984,697
 


76.06


13,839,246
 




13


To re-elect Simon Arora as a Director.


742,070,235
 


95.77


32,753,709
 


4.23
 


774,823,944
 


77.44


0
 




14


To re-elect Paul McDonald as a Director.


770,708,947
 


99.47


4,114,997
 


0.53
 


774,823,944
 


77.44


0
 




15


To re-elect Thomas Hübner as a Director.


765,071,452
 


98.74


9,752,492
 


1.26
 


774,823,944
 


77.44


0
 




16


To re-elect Kathleen Guion as a Director.


771,609,552
 


99.59


3,214,392
 


0.41
 


774,823,944
 


77.44


0
 




17


To re-elect Ron McMillan as a Director.


719,473,573
 


92.88


55,188,295
 


7.12
 


774,661,868
 


77.42


162,076
 




18


To re-elect Harry Brouwer as a Director.


765,071,452
 


98.74


9,752,492
 


1.26
 


774,823,944
 


77.44


0
 




19


To discharge the Independent Auditor for the year ended 31 March 2018.


772,738,631
 


100


0
 


0
 


772,738,631
 


77.23


2,085,313
 




20


To re-appoint KPMG Luxembourg as Independent Auditor of the Company.


773,077,835
 


99.99


92,651
 


0.01
 


773,170,486
 


77.27


1,653,456
 




21
 
 
 


To authorise the Board to determine the Independent Auditor's remuneration.


773,732,768
 


99.86


1,091,176
 


0.14
 


774,823,944
 


77.44


0
 




22


To authorise the Company to make market purchases of its ordinary shares.
 


772,387,471
 


99.83


1,345,646
 


0.17
 


773,733,117
 


77.33


1,090,826
 




23


To confirm the Board of Directors have full power to issue ordinary shares on 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.
 


774,822,482
 


99.99


1,462
 


0.01
 


774,823,944
 


77.44


0
 




24


To confirm the Board of Directors have full power, in addition to any authority granted under resolution 23, 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.


769,390,967
 


99.30


5,432,865
 


0.70
 


774,823,832
 


77.44


111
 



 
 
 
 
EGM
 
All resolutions proposed at the Extraordinary General Meeting of the Company held on 30 July 2018 were passed on a poll by shareholders. The results of the poll were as follows.
 
 











 
VOTES
FOR
 


%


VOTES
AGAINST


%


VOTES
TOTAL


% of ISC
VOTED


VOTES WITHHELD




1


To amend article 1.1 of the articles of association of the Company (the "Articles") to refer to the Luxembourg law on commercial companies as amended (the "Law").


735,463,880
 


100


0


0


735,463,880
 


73.51


0




2.
 
 
 
 


To amend Article 2.2 of the Articles to empower the Board to transfer the registered office of the Company to other municipalities in Luxembourg and renumber Articles 2.4, 2.5 and 2.6.


735,463,880
 


100


0


0


735,463,880
 


73.51


0




3


To amend Article 24.6.3 of the Articles to extend the period for the display of the documents for EGM's.


735,463,880
 


100


0


0


735,463,880
 


73.51


0




4


To authorise the Board of Directors to be able to issue shares for free to employees and officers of the Group.


 
735,462,043
 


99.99


 
1,726
 


 
0.01
 


 
735,463,769
 


73.51


 
111
 




5


To amend Article 5.2 of the Articles to update the amount of the authorised share capital of the Company.


735,463,880
 


100


0


0


735,463,880
 


73.51


0




6


To renew the authority under Article 5.2 of the Articles for the Board of Directors to issue shares in the Company and receive the report of the Board pursuant to art. 420-26 of the Law.


734,534,142
 


99.87


929,627
 


0.13
 


735,463,769
 


73.51


111
 




7


To amend Articles 10.1 and 10.4 of the Articles to remove CD&R's right to appoint directors as they no longer hold shares in the Company.


735,463,769
 


100


0


0


735,463,769
 


73.51


111
 




8


To insert a new Article 26 in the Articles on the power for shareholder(s) to ask written questions of the Board of Directors under the Law, and to renumber the articles following it accordingly.


735,463,880
 


100


0


0


735,463,880
 


73.51


0




9


To amend Article 11.1 of the Articles to increase the aggregate cap on director fees per annum.


733,683,612
 


99.76


1,780,267
 


0.24
 


735,463,879
 


73.51


0




10


To amend Article 24.6 of the Articles by removing the requirement for various consents of bondholders as permitted by the Law.


734,474,066
 


99.87


989,703
 


0.13
 


735,463,769
 


73.51


111
 




11


To amend Article 24.9 of the Articles to reduce the shareholding threshold required for the adjournment of general meetings.


735,462,769
 


99.99


1,000
 


0.01
 


735,463,769
 


73.51


111
 




12


To amend Article 25 of the Articles to remove the pre-set date and time of AGMs.


735,462,769
 


99.99


1,000
 


0.01
 


735,463,769
 


73.51


111
 




13


To amend Article 31.4 of the Articles to reflect updates in the Law on capital impairment rules.


735,463,769
 


100


0
 


0
 


735,463,769
 


73.51


111
 




14


To amend miscellaneous technical references and typographical points in the Articles generally.


735,463,769
 


100


0
 


0
 


735,463,769
 


73.51


111
 



 
The results of the poll will also be posted on the Company's website at www.bandmretail.com/investors/agm.aspx and www.bandmretail.com/investors/egm.aspx
 
The total number of shares in issue of the Company as at the date of the AGM  & EGM was 1,000,561,222 ordinary shares.  
 
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.
 
In accordance with Listing Rule 9.6.2 copies of the resolutions will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.
 
 
Enquiries
B&M European Value Retail S.A.
For further information please contact +44 (0) 151 728 5400
Simon Arora, Chief Executive Officer
Paul McDonald, Chief Financial Officer
Investor.relations@bandmretail.com




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