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RNS Number : 6740G Ocado Group PLC 29 April 2025
RESULT OF AGM
OCADO GROUP PLC
29 April 2025
Ocado Group plc
Annual General Meeting 2025 Results
Ocado Group plc ("Ocado") held its Annual General Meeting (the "AGM") on 29
April 2025.
Resolutions 1 to 18 (inclusive) were passed as ordinary resolutions;
resolutions 19 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 644,807,290 99.99% 48,324 0.01% 644,855,614 6,421,161
2. Approval of the Directors' Remuneration Report 569,999,325 97.76% 13,046,994 2.24% 583,046,319 68,230,456
3. To elect Adam Warby as a Director of the Company 649,384,179 99.94% 367,986 0.06% 649,752,165 1,524,610
4. To elect Gavin Patterson as a Director of the Company 651,003,859 99.98% 121,659 0.02% 651,125,518 151,257
5. To re-elect Tim Steiner as a Director of the Company 650,831,416 99.95% 319,513 0.05% 651,150,929 125,846
6. To re-elect Stephen Daintith as a Director of the Company 650,850,066 99.96% 292,792 0.04% 651,142,858 133,917
7. To re-elect Jörn Rausing as a Director of the Company 640,333,702 98.34% 10,794,626 1.66% 651,128,328 148,447
8. To re-elect Andrew Harrison as a Director of the Company 634,308,031 97.42% 16,813,455 2.58% 651,121,486 155,289
9. To re-elect Emma Lloyd as a Director of the Company 645,800,879 99.18% 5,320,727 0.82% 651,121,606 155,169
10. To re-elect Julie Southern as a Director of the Company 645,295,639 99.11% 5,826,689 0.89% 651,122,328 154,447
11. To re-elect Nadia Shouraboura as a Director of the Company 647,104,421 99.38% 4,020,303 0.62% 651,124,724 152,051
12. To re-elect Julia M. Brown as a Director of the Company 647,074,691 99.38% 4,045,235 0.62% 651,119,926 156,849
13. To re-elect Rachel Osborne as a Director of the Company 611,138,249 93.86% 39,985,891 6.14% 651,124,140 152,634
14. To re-appoint Deloitte LLP as auditor 649,633,268 99.98% 112,733 0.02% 649,746,001 1,530,774
15. To authorise the Audit Committee, on behalf of the Board, to determine the 651,020,330 99.98% 147,928 0.02% 651,168,258 108,517
auditor's remuneration
16. Authority for political donations and political expenditure 614,547,325 94.37% 36,633,098 5.63% 651,180,423 96,351
17. Authority to allot shares up to one-third of issued share capital 648,962,408 99.67% 2,173,917 0.33% 651,136,325 140,450
18. Authority to allot shares in connection with a pre-emptive offer only 649,293,115 99.72% 1,826,225 0.28% 651,119,340 157,435
19. General authority to disapply pre-emption rights* 570,418,663 87.61% 80,680,975 12.39% 651,099,638 177,137
20. Additional authority to disapply pre-emption rights* 566,429,973 87.00% 84,668,570 13.00% 651,098,543 178,232
21. Authority to purchase own shares* 651,030,064 99.99% 90,058 0.01% 651,120,122 156,653
22. Amendment of the Articles of Association* 650,984,343 99.98% 121,907 0.02% 651,106,250 170,525
23. Notice of general meetings* 649,432,282 99.73% 1,750,148 0.27% 651,182,430 94,345
* 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
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 2025, the Company's issued share capital was
835,370,450 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) 3,798,394 shares are held by
Computershare Trustees 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 9,975,137 shares are held by
Winterflood Client Nominees Limited, both on behalf of Ocorian 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 9,975,137 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 10,511,575 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 10,511,575 ordinary
shares held by the EBT Trustee.
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