REG - SSP Group PLC - 2018 AGM Results <Origin Href="QuoteRef">SSPG.L</Origin>

SSPAnnouncement

27/02/2018 14:20

RNS Number : 1174G
SSP Group PLC
27 February 2018
27 February 2018   LEI: 213800QGNIWTXFMENJ24
SSP Group plc (the "Company")
Voting Results of Annual General Meeting held on 27 February 2018
The Company announces that its Annual General Meeting held at 11.00am on 27 February 2018 at Travers Smith LLP, 10 Snow Hill, London, EC1A 2AL was successfully concluded.
All Resolutions were duly passed by shareholders by way of a poll. The voting results are below and will also be available on the Company's website (www.foodtravelexperts.com).
Resolution
Votes For
%
Votes Against
%
Votes Total
% of issued share capital voted
Votes withheld
1. To receive the reports of the Directors and the Auditor and the audited accounts for the financial year ended 30 September 2017
391,828,421
99.43
2,251,832
0.57
394,080,253
82.20
306,087
2. To approve the Directors' Remuneration Report
338,174,723
85.80
55,989,953
14.20
394,164,676
82.22
221,663
3. To approve the Directors' Remuneration Policy
263,554,350
77.05
78,502,459
22.95
342,056,809
71.35
52,329,530
4. To declare the final dividend recommended by the Directors of 4.9 pence per share for the financial year ended 30 September 2017
394,384,216
100
0
0
394,384,216
82.27
2,124
5. To re-elect Vagn Srensen as a Director
244,382,387
67.89
115,572,776
32.11
359,955,163
75.09
34,431,175
6. To re-elect John Barton as a Director
355,054,407
95.63
16,226,598
4.37
371,281,005
77.45
23,105,334
7. To re-elect Kate Swann as a Director
392,803,194
99.60
1,580,761
0.40
394,383,955
82.27
2,385
8. To re-elect Jonathan Davies as a Director
390,727,140
99.07
3,656,815
0.93
394,383,955
82.27
2,385
9. To re-elect Ian Dyson as a Director
388,424,949
98.49
5,959,006
1.51
394,383,955
82.27
2,385
10. To re-elect Denis Hennequin as a Director
392,046,491
99.41
2,337,464
0.59
394,383,955
82.27
2,385
11. To re-elect Per Utnegaard as a Director
392,420,804
99.50
1,963,151
0.50
394,383,955
82.27
2,385
12. To re-appoint KPMG LLP as Auditor
384,283,783
97.94
8,085,293
2.06
392,369,076
81.85
2,017,263
13. To authorise the Directors to determine the remuneration of the Auditor
394,382,841
100
1,375
0
394,384,216
82.27
2,124
14. To authorise the Company to make political donations
393,360,612
99.74
1,017,103
0.26
394,377,715
82.27
8,625
15. To authorise the Directors to allot shares pursuant to s551 of the Companies Act 2006
355,226,583
90.07
39,157,465
9.93
394,384,048
82.27
2,292
16. To declare the special dividend, to approve the share consolidation and to amend the Company's articles of association in connection with the share consolidation
394,364,518
100
19,698
0
394,384,216
82.27
2,124
17. To authorise the Directors to dis-apply pre-emption rights pursuant to s570 and s573 of the Companies Act 2006 (General)
394,274,373
99.97
101,488
0.03
394,375,861
82.27
10,479
18. To authorise the Directors to dis-apply pre-emption rights pursuant to s570 and s573 of the Companies Act 2006 (Acquisition or Capital Investment)
384,846,752
97.58
9,528,665
2.42
394,375,417
82.27
10,922
19. To authorise the Company to make market purchases of its ordinary shares
387,186,342
98.24
6,932,586
1.76
394,118,928
82.21
267,411
20. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice
344,942,795
87.46
49,441,421
12.54
394,384,216
82.27
2,124
Notes:
(1) The Board notes the outcome of the shareholder votes against the Resolution 3 concerning the approval of the Company's Remuneration Policy. The Company has good relationships with its shareholders and will continue to engage with them regarding its Remuneration Policy going forward.
(2) The Board also notes the outcome of the shareholder votes against Resolution 5 concerning the re-election of the Chairman, Vagn Srensen. The Board recognises the concerns which have been expressed regarding the number of his external board appointments, however it is satisfied that Vagn Srensen has sufficient capacity to meet his commitments to the SSP Group. Specifically, the Board and the Management team believe that Mr Srensen's knowledge of the business and extensive experience brings many benefits to the Group and that his time availability and attention have been without question and have not been adversely impacted by his other Board appointments. We have consulted with a number of shareholders to discuss the issues raised and will continue to engage with shareholders on this matter. Mr Srensen is intending to review his portfolio over the coming period.
(3) Votes 'For' include those votes giving the Chairman discretion.
(4) There were 479,392,339 ordinary shares in issue all of which had the right to vote.
(5) A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.
Full details of the resolutions are set out in the Notice of Annual General Meeting dated 25 January 2018 (which is available on the Company's website at www.foodtravelexperts.com).
Resolutions 1 to 15 were ordinary resolutions, requiring more than 50% of shareholders' votes to be cast in favour of the resolutions. Resolutions 16 to 20 were special resolutions, requiring at least 75% of shareholders' votes to be cast in favour of the resolutions.
Copies of all the resolutions passed, other than ordinary business, have been submitted to the National Storage Mechanism and will soon be available for inspection at www.Morningstar.co.uk/uk/nsm.
For further information contact:
Helen Byrne
Company Secretary & General Counsel
+44 (0)207 543 3300
Investor and analyst enquiries
Sarah John
Director of Investor Relations
+44 (0)203 714 5251
E-mail: sarah.john@ssp-intl.com

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