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RNS Number : 5224P Coca-Cola Europacific Partners plc 22 May 2024
Coca-Cola Europacific Partners plc - Results of 2024 Annual General Meeting
The Annual General Meeting of Coca-Cola Europacific Partners plc (the
"Company") was held at 1A Wimpole Street, London, W1G 0EA, United Kingdom on
22 May 2024.
All 28 resolutions put to the members were passed on a poll. Accordingly,
resolutions 1 to 23 were passed as ordinary resolutions and resolutions 24 to
28 were passed as special resolutions.
The results of the polls are set out below:
Resolution For (see note 1) Against (see note 1) Issued share capital represented by votes (see note 2) % Votes withheld (see note 3)
Votes % Votes %
1 Receipt of the Report and Accounts 417,915,503 99.98% 84,142 0.02% 90.80% 165,250
2 Approval of the Directors' Remuneration Report 408,427,256 97.69% 9,671,156 2.31% 90.82% 66,483
3 Election of Guillaume Bacuvier as a director of the Company 417,344,334 99.82% 753,320 0.18% 90.82% 67,241
4 Re-election of Manolo Arroyo as a director of the Company 352,724,956 84.40% 65,209,737 15.60% 90.79% 230,202
5 Re-election of John Bryant as a director of the Company 408,678,515 97.75% 9,419,404 2.25% 90.82% 66,976
6 Re-election of José Ignacio Comenge as a director of the Company 352,652,123 84.38% 65,282,168 15.62% 90.79% 230,604
7 Re-election of Damian Gammell as a director of the Company 416,806,975 99.69% 1,292,257 0.31% 90.82% 65,663
8 Re-election of Nathalie Gaveau as a director of the Company 417,146,635 99.77% 956,155 0.23% 90.82% 62,105
9 Re-election of Álvaro Gómez-Trénor Aguilar as a director of the Company 413,747,999 98.97% 4,298,816 1.03% 90.81% 118,080
10 Re-election of Mary Harris as a director of the Company 415,184,936 99.30% 2,917,792 0.70% 90.82% 62,167
11 Re-election of Thomas H Johnson as a director of the Company 412,097,539 98.71% 5,389,827 1.29% 90.69% 677,529
12 Re-election of Dagmar Kollmann as a director of the Company 413,468,454 98.89% 4,633,001 1.11% 90.82% 63,440
13 Re-election of Alfonso Líbano Daurella as a director of the Company 413,712,935 98.96% 4,332,282 1.04% 90.81% 119,678
14 Re-election of Nicolas Mirzayantz as a director of the Company 417,234,944 99.79% 863,710 0.21% 90.82% 66,241
15 Re-election of Mark Price as a director of the Company 415,125,553 99.29% 2,973,834 0.71% 90.82% 65,508
16 Re-election of Nancy Quan as a director of the Company 414,285,512 99.10% 3,763,369 0.90% 90.81% 116,014
17 Re-election of Mario Rotllant Solá as a director of the Company 413,720,470 98.97% 4,325,159 1.03% 90.81% 119,266
18 Re-election of Dessi Temperley as a director of the Company 413,478,571 98.89% 4,620,609 1.11% 90.82% 65,715
19 Reappointment of the Auditor 416,614,352 98.44% 6,612,884 1.56% 91.94% 66,091
20 Remuneration of the Auditor 421,133,129 99.51% 2,057,505 0.49% 91.93% 102,693
21 Political Donations 417,056,454 99.78% 918,561 0.22% 90.79% 189,880
22 Authority to allot new shares 408,033,822 97.60% 10,037,443 2.40% 90.82% 93,630
23 Waiver of mandatory offer provisions set out in Rule 9 of the Takeover Code 194,046,934 77.06% 57,772,359 22.94% 54.70% 166,345,602
(see note 4)
24 General authority to disapply pre-emption rights 415,239,434 99.54% 1,899,379 0.46% 90.61% 1,026,082
25 General authority to disapply pre-emption rights in connection with an 414,883,787 99.44% 2,322,775 0.56% 90.63% 958,333
acquisition or specified capital investment
26 Authority to purchase own shares on market 417,292,312 99.85% 626,560 0.15% 90.78% 246,023
27 Authority to purchase own shares off market 415,861,913 99.51% 2,060,176 0.49% 90.78% 242,806
28 Notice period for general meetings other than annual general meetings 410,065,918 98.08% 8,021,153 1.92% 90.82% 77,824
Notes:
1 Votes "For" and "Against" are expressed as a percentage of votes received.
2 As at 12:00pm on Monday 20 May 2024, the time by which shareholders who wanted
to attend, speak and vote at the AGM must have been entered on the Company's
register of members, there were 460,354,782 ordinary shares in issue.
3 A "Vote Withheld" is not a vote in law and is not counted in the calculation
of the proportion of votes "For" or "Against" a resolution.
4 Resolution 23 was put to the AGM as a resolution of the shareholders of the
Company other than Olive Partners, S.A. ("Olive") or any concert party of
Olive.
Resolution 23, being the ordinary resolution to approve the waiver by the
Panel on Takeovers and Mergers under Rule 9 of the City Code on Takeovers and
Mergers (the "Rule 9 waiver") in connection with the Company's buyback
programme was duly passed by 77.06% of the votes cast by the independent
shareholders of the Company (being shareholders other than Olive and its
presumed concert parties) with 22.94% of votes cast against. Resolution 23 is
a standing agenda item at each Annual General Meeting to enable CCEP to
exercise the authorities under Resolution 26 to purchase its own shares on
market and Resolution 27 to purchase its own shares off market, which were
passed with majorities of 99.85% and 99.51% respectively. This will enable
CCEP to make use of the option to return value to shareholders through a
possible future buyback programme. Had Resolution 23 not been passed, the
Company would not have been able to effect such buyback programmes, as
explained in the Notice of AGM and also in the Letter to Shareholders issued
via RNS on 10 May 2024. CCEP intends to continue to engage with ISS on their
standing policy to generally recommend a vote against Rule 9 waivers which we
believe may be a contributing factor in influencing investor decisions in this
regard. In addition, CCEP will continue to engage, in normal course and as
appropriate, with shareholders who did not support Resolution 23 to understand
the reasons for their vote against the proposal and to continue a transparent
and constructive dialogue on this topic.
Olive is currently interested in 166,128,987 shares in the Company and the
Waiver does not entitle Olive to be interested in a greater number of shares.
The Waiver would allow Olive's interest in shares as a percentage of the
Company's total shares to increase as a result of the exercise of the
Company's authorities to purchase its own shares, but only to the extent that
the resulting interest of Olive, together with any concert parties, in the
shares of the Company did not then exceed 40.1034%.
In accordance with Listing Rule 14.3.6R, copies of the resolutions that do not
constitute ordinary business at an annual general meeting will be submitted to
the National Storage Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
CONTACTS
Company Secretariat Investor Relations Media Relations
Clare Wardle Sarah Willett Shanna Wendt
T +44 (0)20 7355 8406 T +44 (0)7970 145 218 T +44 (0)7976 595 168
ABOUT CCEP
CCEP is one of the leading consumer goods companies in the world. We make,
move and sell some the world's most loved brands - serving 600 million
consumers and helping more than 2 million customers across 31 countries
grow. We combine the strength and scale of a large, multi-national business
with an expert, local knowledge of the customers we serve and communities we
support. The Company is currently listed on Euronext Amsterdam, NASDAQ (and
a constituent of the Nasdaq 100), London Stock Exchange and on the Spanish
Stock Exchanges, trading under the symbol CCEP.
For more information about CCEP, please visit www.cocacolaep.com
(https://www.cocacolaep.com) & follow CCEP on LinkedIn @Coca-Cola
Europacific Partners | LinkedIn
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