REG - Ocado Group PLC - Result of AGM <Origin Href="QuoteRef">OCDO.L</Origin>

OcadoAnnouncement

15/07/2015 17:58

RNS Number : 3884N
Ocado Group PLC
15 May 2015
RESULT OF AGM
OCADO GROUP PLC
15 May 2015
Ocado Group plc
Annual General Meeting 2015 Results
The Annual General Meeting of Ocado Group plc (the "Company") was held at Peterborough Court, 133 Fleet Street, London, EC4A 2BB on Friday, 15 May 2015 at 11.00am.
All resolutions were decided on a poll and all resolutions proposed at the Annual General Meeting were passed by shareholders. The full text of each resolution is contained in the notice of Annual General Meeting, which is available on the Company's websitewww.ocadogroup.com(with each resolution number below corresponding to the resolution number in the notice).
The number of votes for and against each of the resolutions put before the Annual General Meeting and the number of votes withheld were as follows:
Resolutions
For
Against
Total Votes
Votes Withheld
Votes
%
Votes
%
Ordinary Resolutions
1
To receive the Annual Report and Accounts
474,905,159
99.99%
29,207
0.01%
476,384,487
1,450,121
2
To approve the Directors' Remuneration Report
377,215,710
80.61%
90,709,506
19.39%
476,384,487
8,459,271
3
To re-appoint Lord Rose
473,345,445
99.36%
3,039,042
0.64%
476,384,487
0
4
To re-appoint David Grigson
474,115,486
99.78%
1,030,883
0.22%
476,384,487
1,238,118
5
To re-appoint Tim Steiner
474,808,237
99.67%
1,576,250
0.33%
476,384,487
0
6
To re-appoint Duncan Tatton-Brown
474,889,637
99.69%
1,494,850
0.31%
476,384,487
0
7
To re-appoint Neill Abrams
474,400,008
99.58%
1,984,479
0.42%
476,384,487
0
8
To re-appoint Mark Richardson
474,889,637
99.69%
1,494,850
0.31%
476,384,487
0
9
To re-appoint Jrn Rausing
436,713,617
91.74%
39,320,870
8.26%
476,384,487
350,000
10
To re-appoint Robert Gorrie
437,114,728
91.82%
38,919,759
8.18%
476,384,487
350,000
11
To re-appoint Ruth Anderson
474,648,469
99.64%
1,736,018
0.36%
476,384,487
0
12
To re-appoint Douglas McCallum
472,739,021
99.27%
3,489,634
0.73%
476,384,487
155,832
13
To re-appoint Alex Mahon
475,848,210
99.89%
536,277
0.11%
476,384,487
0
14
To re-appoint PricewaterhouseCoopers LLP as auditors
474,304,664
99.56%
2,079,822
0.44%
476,384,486
0
15
To authorise the Directors to determine the auditors'
remuneration
476,301,822
99.98%
81,400
0.02%
476,384,487
1,265
16
Authority for political donations and political expenditure
461,416,415
99.72%
1,294,636
0.28%
476,384,487
13,673,436
17
Authority to allot shares
374,539,100
78.62%
101,845,387
21.38%
476,384,487
0
Special Resolutions
18
Authority to disapply pre-emption rights
462,874,741
97.16%
13,509,746
2.84%
476,384,487
0
19
Authority to purchase own shares
476,294,787
99.98%
85,700
0.02%
476,384,487
4,000
20
Notice of general meetings
452,636,987
95.02%
23,747,500
4.98%
476,384,487
0
The Company notes that, although all of the Resolutions have been passed, there was a significant vote against Resolution 17. The Company has already taken a number of actions to understand any shareholder concerns regarding its governance arrangements. The Company invited its twelve largest shareholders to meet with the Chairman in the period between the Notice of Meeting and the Annual General Meeting. The Chairman met with five such accepting shareholders prior to the Annual General Meeting (while the Company Secretary met separately with one of these shareholders). In discussing proxy voting intentions with its largest shareholders in advance of the meeting, the Company was advised of a shareholders' voting policy which differs to that of the Company, other shareholders and the guidance issued by the Investment Association (formally issued by the Association of British Insurers) with regards to authority to allot which meant that they had opposed Resolution 17. The Company expects to keep its policy on this Resolution under review and will seek to ascertain the views of certain other shareholders opposed to the Resolution, as appropriate.
Notes:
(i)Votes 'withheld' are not votes under English law and so have not been included in the calculation of whether a resolution is carried. Percentages have been rounded to two decimal places.
(ii)As at 7.00am on 15 May 2015, the Company's issued share capital was 623,116,138 ordinary shares of 2p each admitted to trading.The Company does not hold any ordinary shares in treasury. Each ordinary share carries the right to one vote in relation to all circumstances at general meetings of the Company. Of these issued ordinary shares: (1) 515,951 shares are held by Yorkshire Building Society, the trustee for the Company's employee Share Incentive Plan, who must vote, at the request of a participant, in respect of ordinary shares held by the trustee on behalf of that participant; (2) 452,284 shares are held by Greenwood Nominees Limited, who has waived its right to exercise voting rights and to receive dividends in respect of these 452,284 ordinary shares; and (3) 34,810,561 shares are held by Greenwood Nominees Limited on behalf of Appleby Trust (Jersey) Limited, the independent company which is the trustee of Ocado's employee benefit trust (the "EBT Trustee"). The EBT Trustee has waived its right to exercise its voting rights and to receive dividends in respect of these 34,810,561 ordinary shares, although it may vote in respect of 33,881,544 ordinary shares which have vested under the joint share ownership scheme and remain in the trust as at 15 May 2015, at the request of a participant. Excluding the35,262,845ordinary shares held by Greenwood Nominees Limited, Ocado has shares in issue with aggregate voting rights of 587,853,293. 
This announcement is made pursuant to the requirements of Listing Rules 9.6.2 and 9.6.18. In accordance with Listing Rule 9.6.2, a copy of resolutions 16 to 20 (as set out in the notice of Annual General Meeting), being the resolutions passed at the Annual General Meeting not concerning ordinary business, has been submitted today to the Financial Conduct Authority's national storage mechanism. This document will be available for viewing athttp://www.morningstar.co.uk/uk/NSM.
A copy of the Annual General Meeting results will be available on Ocado's website: www.ocadogroup.com.
For further information please contact:
Company Secretary
Neill Abrams 
Ocado Group plc
Titan Court
3 Bishops Square
Hatfield Business Park
Hatfield, Hertfordshire, AL10 9NE
+ 44 1707 228 000
company.secretary@ocado.com

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