REG - Coca-Cola EP PLC - Result of AGM

Coca-Cola Europacific PartnersAnnouncement

22/05/2025 17:15

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RNS Number : 8566J  Coca-Cola Europacific Partners plc  22 May 2025

Coca-Cola Europacific Partners plc - Results of 2025 Annual General Meeting

 

The Annual General Meeting of Coca-Cola Europacific Partners plc (the
"Company") was held at Pemberton House, Bakers Road, Uxbridge, UB8 1EZ, United
Kingdom on 22 May 2025.

 

All 29 resolutions put to the members were passed on a poll. Accordingly,
resolutions 1 to 24 were passed as ordinary resolutions and resolutions 25 to
29 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                                           411,028,905  99.99      34,530       0.00         89.66                                                     206,410
 2       Approval of the Directors' Remuneration Report                               407,667,908  99.14      3,521,742    0.85         89.69                                                     80,195

 3       Election of Sol Daurella as a director of the Company                        376,687,048  91.61      34,486,218   8.38         89.69                                                     96,579
 4       Election of Robert Appleby as a director of the Company                      408,483,425  99.33      2,714,598    0.66         89.69                                                     71,822
 5       Re-election of Manolo Arroyo as a director of the Company                    336,109,239  81.92      74,169,237   18.07        89.49                                                     991,369
 6       Re-election of Guillaume Bacuvier as a director of the Company               408,686,562  99.39      2,487,911    0.60         89.69                                                     95,372
 7       Re-election of John Bryant as a director of the Company                      401,092,670  97.54      10,105,029   2.45         89.69                                                     72,146
 8       Re-election of José Ignacio Comenge as a director of the Company             351,104,553  85.57      59,174,061   14.42        89.49                                                     991,231
 9       Re-election of Damian Gammell as a director of the Company                   408,575,613  99.36      2,597,434    0.63         89.69                                                     96,798
 10      Re-election of Nathalie Gaveau as a director of the Company                  409,909,703  99.69      1,264,846    0.30         89.69                                                     95,296
 11      Re-election of Álvaro Gómez-Trénor Aguilar as a director of the Company      405,092,974  98.54      5,994,215    1.45         89.67                                                     182,656
 12      Re-election of Mary Harris as a director of the Company                      380,238,300  92.48      30,884,177   7.51         89.68                                                     147,368
 13      Re-election of Thomas H. Johnson as a director of the Company                372,883,402  90.69      38,239,475   9.30         89.68                                                     146,968
 14      Re-election of Alfonso Líbano Daurella as a director of the Company          405,640,873  98.67      5,446,816    1.32         89.67                                                     182,156
 15      Re-election of Nicolas Mirzayantz as a director of the Company               408,882,601  99.43      2,315,817    0.56         89.69                                                     71,427
 16      Re-election of Mark Price as a director of the Company                       389,084,805  94.63      22,036,092   5.36         89.68                                                     148,948
 17      Re-election of Nancy Quan as a director of the Company                       404,686,854  98.44      6,402,080    1.55         89.67                                                     180,911
 18      Re-election of Mario Rotllant Solá as a director of the Company              404,098,425  98.29      6,988,914    1.70         89.67                                                     182,506
 19      Re-election of Dessi Temperley as a director of the Company                  409,950,892  99.69      1,246,179    0.30         89.69                                                     72,774
 20      Reappointment of the Auditor                                                 408,882,041  99.49      2,067,754    0.50         89.64                                                     320,050
 21      Remuneration of the Auditor                                                  410,236,449  99.76      967,259      0.23         89.69                                                     66,137
 22      Political donations                                                          409,602,531  99.63      1,487,375    0.36         89.67                                                     179,939
 23      Authority to allot new shares                                                403,667,472  98.17      7,511,100    1.82         89.69                                                     91,273
 24      Waiver of mandatory offer provisions set out in Rule 9 of the Takeover Code  183,524,500  74.95      61,313,605   25.04        53.41                                                     166,431,740
         (see note 5)
 25      General authority to disapply pre-emption rights                             405,714,735  98.90      4,505,808    1.09         89.48                                                     1,049,302
 26      General authority to disapply pre-emption rights in connection with an       409,734,864  99.82      718,510      0.17         89.53                                                     816,471
         acquisition or specified capital investment
 27      Authority to purchase own shares on market                                   407,902,925  99.22      3,197,438    0.77         89.67                                                     169,482
 28      Authority to purchase own shares off market                                  403,599,665  98.22      7,309,560    1.77         89.63                                                     360,620
 29      Notice period for general meetings other than annual general meetings        404,754,799  98.43      6,435,857    1.56         89.69                                                     79,189

 

The results for the election and re-election of independent non-executive
directors, excluding the votes cast by Olive Partners, S.A. as the Company's
controlling shareholder, are set out below (see note 4):

 

 Resolution                                                              For (see note 4)        Against (see note 4)      Issued share capital represented by votes%  Votes withheld (see note 3)
         Votes                                                           %            Votes      %
 4       Election of Robert Appleby as a director of the Company         242,354,439  98.89      2,714,598    1.10         53.46                                       71,822
 6       Re-election of Guillaume Bacuvier as a director of the Company  242,557,576  98.98      2,487,911    1.01         53.45                                       95,372
 7       Re-election of John Bryant as a director of the Company         234,963,684  95.87      10,105,029   4.12         53.46                                       72,146
 10      Re-election of Natalie Gaveau as a director of the Company      243,780,717  99.48      1,264,846    0.51         53.45                                       95,296
 12      Re-election of Mary Harris as a director of the Company         214,109,314  87.39      30,884,177   12.60        53.44                                       147,368
 13      Re-election of Thomas H. Johnson as a director of the Company   206,754,416  84.39      38,239,475   15.60        53.44                                       146,968
 15      Re-election of Nicolas Mirzayantz as a director of the Company  242,753,615  99.05      2,315,817    0.94         53.46                                       71,427
 16      Re-election of Mark Price as a director of the Company          222,955,819  91.00      22,036,092   8.99         53.44                                       148,948
 19      Re-election of Dessi Temperley as a director of the Company     243,821,906  99.49      1,246,179    0.50         53.46                                       72,774

 

 

 

Notes:

 

 1  Votes "For" and "Against" are expressed as a percentage of votes received.

 2  As at 3:30pm on Tuesday 20 May 2025, 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 458,454,255 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  Under the UK Listing Rules (the "UKLR"), Olive Partners, S.A. ("Olive") is
    treated as a "controlling shareholder" of the Company (that is, it exercises
    or controls more than 30% of the voting rights of the Company). In accordance
    with UKLR 6.2.5R, the election and re-election of CCEP's independent
    non-executive directors must be conducted in accordance with UKLR 6.2.8R and
    6.2.9R. Accordingly, the votes by CCEP's shareholders excluding Olive and its
    presumed concert parties (the "Independent Shareholders") in respect of
    resolutions 4, 6, 7, 10, 12, 13, 15, 16 and 19 have been counted and set out
    separately to determine whether these resolutions have been approved by a
    majority of the Independent Shareholders.

 5  Resolution 24 was put to the AGM as a resolution of the Independent
    Shareholders.

 

Resolution 24, 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 74.95% of the votes cast by the Independent
Shareholders with 25.04% of votes cast against. Resolution 24 is a standing
agenda item at each Annual General Meeting to enable CCEP to exercise the
authorities under resolution 27 to purchase its own shares on market and
resolution 28 to purchase its own shares off market, which were passed with
majorities of 99.22% and 98.22% respectively. This will enable CCEP to make
use of the option to return value to shareholders through a possible future
buyback programme. Had resolution 24 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 12 May 2025.

 

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 the normal course and as
appropriate, with shareholders who did not support resolution 24 to understand
the reasons for their vote against the proposal and to continue a transparent
and constructive dialogue on this topic. In accordance with provision 4 of the
UK Corporate Governance Code, the Company will publish an update on this
engagement, in accordance with the UK Corporate Governance Code, within six
months of the 2025 AGM and a final summary in the Company's Annual Report for
the 2025 Financial Year.

 

 

Olive is currently interested in 166,128,987 shares in the Company and the
Rule 9 Waiver does not entitle Olive to be interested in a greater number of
shares. The Rule 9 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 40.1137%.

 

In accordance with UK Listing Rule 6.4.2R, 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

Coca-Cola Europacific Partners is one of the world's leading consumer goods
companies. We make, move and sell some of the world's most loved brands -
serving nearly 600 million consumers and helping over 4 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, London Stock
Exchange and on the Spanish Stock Exchanges, and a constituent of both the
NASDAQ 100 and FTSE 100 indices, trading under the symbol CCEP.

For more information about CCEP, please visit www.cocacolaep.com
(http://www.cocacolaep.com/) and follow CCEP on LinkedIn
(https://www.linkedin.com/company/coca-cola-europacific-partners/)

 

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