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RNS Number : 4644M Ocado Group PLC 29 April 2024
RESULT OF AGM
OCADO GROUP PLC
29 April 2024
Ocado Group plc
Annual General Meeting 2024 Results
Ocado Group plc ("Ocado") held its Annual General Meeting (the "AGM") on 29
April 2024.
Resolutions 1 to 19 (inclusive) were passed as ordinary resolutions;
resolutions 20 to 23 (inclusive) were passed as special resolutions. Results
of the poll for each resolution are shown in the table below.
Resolutions For Against Total Votes Votes Withheld
Votes % Votes %
1. To receive the Annual Report and Accounts 654,682,528 99.99 75,622 0.01 654,758,150 7,550,831
2. Approval of the Directors' Remuneration Policy 533,525,459 80.57 128,698,258 19.43 662,223,717 85,264
3. Approval of the Directors' Remuneration Report 654,618,469 98.86 7,568,632 1.14 662,187,101 111,880
4. To re-elect Rick Haythornthwaite as a Director of the Company 652,769,259 98.56 9,517,716 1.44 662,286,975 112,006
5. To re-elect Tim Steiner as a Director of the Company 661,914,068 99.95 306,780 0.05 662,220,848 88,133
6. To re-elect Stephen Daintith as a Director of the Company 655,777,490 99.23 5,105,787 0.77 660,883,277 1,515,704
7. To re-elect Jörn Rausing as a Director of the Company 653,821,928 98.73 8,387,603 1.27 662,209,531 99,450
8. To re-elect Andrew Harrison as a Director of the Company 650,298,286 98.48 10,033,250 1.52 660,331,536 1,977,445
9. To re-elect Emma Lloyd as a Director of the Company 656,326,650 99.11 5,876,783 0.89 662,203,433 105,547
10. To re-elect Julie Southern as a Director of the Company 643,006,654 97.10 19,199,765 2.90 662,206,419 102,562
11. To re-elect Nadia Shouraboura as a Director of the Company 656,317,914 99.11 5,883,867 0.89 662,201,781 107,200
12. To re-elect Julia M. Brown as a Director of the Company 655,371,738 98.97 6,830,639 1.03 662,202,377 106,604
13. To elect Rachel Osborne as a Director of the Company 648,113,609 97.87 14,085,872 2.13 662,199,481 109,500
14. To re-appoint Deloitte LLP as auditor 638,797,200 96.66 22,042,244 3.34 660,839,444 1,469,537
15. To authorise the Audit Committee, on behalf of the Board, to determine the 651,844,030 98.43 10,414,835 1.57 662,258,865 50,116
auditor's remuneration
16. Authority for political donations and political expenditure 654,096,222 99.02 6,481,784 0.98 660,578,006 1,730,975
17. To approve the Ocado Performance Share Plan 2024 533,887,730 80.62 128,364,705 19.38 662,252,435 56,546
18. Authority to allot shares up to one-third of issued share capital 657,383,243 99.26 4,874,691 0.74 662,257,934 51,047
19. Authority to allot shares in connection with a pre-emptive offer only 657,323,742 99.26 4,923,424 0.74 662,247,166 61,815
20. General authority to disapply pre-emption rights* 581,263,857 87.77 80,986,329 12.23 662,250,186 58,795
21. Additional authority to disapply pre-emption rights* 575,410,157 86.89 86,836,415 13.11 662,246,572 62,409
22. Authority to purchase own shares* 660,759,812 99.77 1,505,964 0.23 662,265,776 43,205
23. Notice of general meetings* 655,680,833 99.00 6,593,178 1.00 662,274,011 34,970
* Special Resolution
As required by the Listing Rules of the Financial Conduct Authority, a copy of
certain resolutions have been submitted to the Financial Conduct Authority via
the National Storage Mechanism. This document will be available shortly for
viewing at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
A copy of the Annual General Meeting results will be available on Ocado's
website: (http://www.ocadogroup.com/) www.ocadogroup.com
(http://www.ocadogroup.com/) .
Person responsible for arranging the release of this announcement:
Megan Barnes
Head of Secretariat
Ocado Group plc
Buildings One & Two, Trident Place,
Mosquito Way,
Hatfield
Hertfordshire, AL10 9UL
+ 44 1707 228 000
company.secretary@ocado.com
Ocado Group plc LEI: 213800LO8F61YB8MBC74
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 29 April 2024, the Company's issued share capital was
829,943,680 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) 2,589,946 shares are held by
Solium Trustee (UK) Limited, 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) 536,438
shares are held by Wealth Nominees Limited, and 9,917,035 shares are held by
Winterflood Client Nominees Limited, both on behalf of Ocorian Limited
(formerly known as Estera 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 9,917,035 ordinary shares, although it may
vote in respect of 536,438 ordinary shares which have vested under the joint
share ownership scheme and remain in the trust, at the request of a
participant. The total of 10,453,473 ordinary shares held by the EBT Trustee
are treated as treasury shares in the group's consolidated balance sheet in
accordance with IAS 32 ''Financial Instruments: Presentation''. As such,
calculations of earnings per share for Ocado exclude the 10,453,473 ordinary
shares held by the EBT Trustee.
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