Bunzl PLC

Declaration of Voting Results & Voting Rights Announcements • Apr 21, 2021

National Storage Mechanism | Additional information

RNS Number : 2136W

Bunzl PLC

21 April 2021

RESULTS OF ANNUAL GENERAL MEETING

Bunzl plc (the "Company") confirms that all resolutions proposed at its Annual General Meeting ("AGM") held on 21 April 2021 were duly passed by shareholders on a poll.

In accordance with Listing Rule 9.6.2, copies of the resolutions passed, other than resolutions constituting ordinary business, at the AGM have been submitted to the National Storage Mechanism ("NSM") and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. In addition, and in accordance with Listing Rule 9.2.6E, a copy of the Company's new Articles of Association, which set out the principal rights and restrictions attached to its ordinary shares, has also been submitted to the NSM.

The AGM voting results are as follows:

Company name:	Bunzl plc
Meeting date:	21 April 2021
Number of cards (shareholders) at voting record date:	4,887
Issued share capital at voting record date:	337,026,438
Number of votes per share:	1

Resolution (No. as noted on the Form of Proxy)		Votes For (including votes at Chairman's discretion)	% of shares voted	Votes Against	% of shares voted	Votes Withheld*
Ordinary resolutions:
1	Consideration of accounts	275,662,597	100.00%	1,852	0.00%	1,995,573
2	Declaration of a final dividend	276,221,680	99.49%	1,413,668	0.51%	24,674
3	Re-appointment of Peter Ventress as a director	243,400,696	88.55%	31,478,018	11.45%	2,781,308
4	Re-appointment of Frank van Zanten as a director	265,042,788	95.47%	12,581,804	4.53%	35,430
5	Re-appointment of Richard Howes as a director	275,760,687	99.33%	1,860,695	0.67%	38,640
6	Re-appointment of Vanda Murray as a director	275,184,831	99.12%	2,436,302	0.88%	38,889
7	Re-appointment of Lloyd Pitchford as a director	276,299,146	99.52%	1,323,352	0.48%	37,524
8	Re-appointment of Stephan Nanninga as a director	208,506,619	78.26%	57,931,085	21.74%	11,222,317
9	Appointment of Vin Murria as a director	194,598,436	75.61%	62,762,380	24.39%	20,299,205
10	Appointment of Maria Fernanda Mejía as a director	276,590,089	99.63%	1,030,281	0.37%	39,652
11	Re-appointment of PricewaterhouseCoopers LLP as auditors	275,692,311	99.30%	1,932,849	0.70%	34,862
12	Remuneration of auditors	277,461,782	99.94%	167,201	0.06%	30,860
13	Approval of remuneration policy	258,507,726	94.42%	15,269,784	5.58%	3,880,511
14	Approval of remuneration report	262,042,684	95.71%	11,738,080	4.29%	3,879,257
15	Approval of Policy related amendments to the Company's Long Term Incentive Plan	258,867,926	93.95%	16,663,652	6.05%	2,126,110
16	Approval of new US employee stock purchase plan	277,182,966	99.84%	431,925	0.16%	45,131
17	Renewal of savings-related share option scheme	274,798,034	98.98%	2,823,447	1.02%	38,541
18	Authority to allot shares	252,179,947	90.83%	25,449,532	9.17%	30,543
Special resolutions:
19	General authority to disapply pre-emption rights	270,657,773	97.64%	6,550,193	2.36%	452,056
20	Specific authority to disapply pre-emption rights in connection with an acquisition or specified capital investment	268,290,454	96.78%	8,916,636	3.22%	452,932
21	Authority for the Company to purchase its own ordinary shares	274,789,304	99.01%	2,741,815	0.99%	128,902
22	Notice of general meetings	251,845,088	90.71%	25,784,592	9.29%	30,341
23	Amendments to articles of association	277,503,369	99.96%	100,947	0.04%	55,705

* A vote withheld is not a vote in law and is not counted towards the votes cast 'For' or 'Against' a resolution.

The Board notes that, although resolution 8, to re-appoint Stephan Nanninga, and resolution 9, to appoint Vin Murria, were each passed with the necessary majority, 21.74% and 24.39% (respectively) of votes received were against.

The Board is fully satisfied with both Stephan's and Vin's contribution and commitment of time to the Company and strongly supports their re-appointment and appointment (respectively). However, the Company will engage with those shareholders who voted against the relevant resolutions to understand and discuss their concerns. The Company will provide further updates in due course, in accordance with the Financial Reporting Council's UK Corporate Governance Code.

Suzanne Jefferies

Interim General Counsel & Company Secretary

21 April 2021

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