RESTAURANT GROUP PLC

AGM Information • May 24, 2022

National Storage Mechanism | Additional information

RNS Number : 6394M

Restaurant Group PLC

24 May 2022

Result of AGM

Restaurant Group PLC

24 May 2022

The Restaurant Group plc (the "Company")

Results of 2022 AGM

The Annual General Meeting of The Restaurant Group plc was held on 24 May 2022.

Voting was conducted by way of a poll and all resolutions put to the Annual General Meeting were passed with the requisite majorities. Resolutions 1 to 12 (inclusive) were passed as ordinary resolutions and resolutions 13 to 17 (inclusive) were passed as special resolutions. The number of votes for and against each of the resolutions and the number of votes withheld were as follows:

Resolutions	Votes For	%	Votes Against	%	Total Votes Cast	Votes Withheld
1.     Report and Accounts 2021	618,082,176	99.99	50,936	0.01	618,133,112	5,475,137
2.     Directors' Remuneration Report 2021	422,023,281	67.68	201,567,586	32.32	623,590,867	17,382
3.     Re-appoint Ken Hanna as a Director	619,595,053	99.36	3,978,579	0.64	623,573,632	34,617
4.     Re-elect Andy Hornby as a Director	620,753,038	99.55	2,832,152	0.45	623,585,190	23,059
5.     Re-elect Kirk Davis as a Director	615,615,337	99.51	3,035,303	0.49	618,650,640	4,957,609
6.     Re-elect Graham Clemett as a Director	577,102,179	92.55	46,469,805	7.45	623,571,984	36,265
7.     Re-elect Alison Digges as a Director	577,662,299	92.64	45,917,491	7.36	623,579,790	28,459
8.     Re-elect Zoe Morgan as a Director	555,741,543	89.12	67,830,425	10.88	623,571,968	36,281
9.     Re-appoint Alex Gersh as a Director	603,241,921	96.74	20,328,101	3.26	623,570,022	38,227
10.  Re-appoint the Auditor	610,956,573	97.98	12,620,796	2.02	623,577,369	30,880
11.  Determine the Auditor's remuneration	583,654,519	96.32	22,297,381	3.68	605,951,900	17,656,349
12.  Authority to allot shares	601,410,859	96.45	22,116,344	3.55	623,527,203	81,046
13.  Waiver of pre-emption rights (general)	605,715,257	99.96	222,067	0.04	605,937,324	17,670,925
14.  Waiver of pre-emption rights (additional)	600,807,710	99.16	5,110,741	0.84	605,918,451	17,689,798
15.  Authority to purchase own shares	617,519,681	99.20	4,970,227	0.80	622,489,908	1,118,341
16.  Notice of General Meetings	603,071,207	96.71	20,503,588	3.29	623,574,795	33,454
17.  Cancellation of the share premium account	623,474,181	99.99	81,686	0.01	623,555,867	52,382

Notes:

1)    The total number of shares in issue at 24 May 2022 was 765,054,109.

2)    Where shareholders appointed the Chairman of the meeting as their proxy with discretion as to voting, those votes have been cast in favour of the resolutions and are included in the total of those votes for.

3)    Certified copies of resolutions 13 to 17 have been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

4)    A 'vote withheld' is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.

We are pleased Resolution 2 to approve the Directors' Remuneration Report was passed by a clear majority. However, we recognise that despite the exercise of negative discretion to reduce Executive bonuses by 40%, a significant proportion of our shareholders did not support the resolution. We shall continue to engage with our shareholders in the coming months to better understand their concerns and how they can be taken into account as part of the normal policy review leading to the renewal of our policy at the 2023 AGM.

A copy of this announcement confirming the voting figures will be displayed shortly on the Company's website at www.trgplc.com.

For further details please contact:

MHP Communications (Financial PR adviser) Oliver Hughes Simon Hockridge	Tel: +44(0) 20 3128 8742

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RAGSEAFELEESELI