RESTAURANT GROUP PLC

Declaration of Voting Results & Voting Rights Announcements • May 23, 2023

National Storage Mechanism | Additional information

RNS Number : 3836A

Restaurant Group PLC

23 May 2023

Result of AGM

Restaurant Group PLC

23 May 2023

The Restaurant Group plc (the "Company")

Results of 2023 AGM

The Annual General Meeting of The Restaurant Group plc was held on 23 May 2023.

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 15 (inclusive) were passed as ordinary resolutions (Resolution 3 is a non-binding ordinary resolution) and resolutions 16 to 19 (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 2022	605,153,668	99.99	44,655	0.01	605,198,323	2,262,276
2. Directors' Remuneration Policy	392,995,530	65.06	211,075,291	34.94	604,070,821	3,389,788
3. Directors' Remuneration Report 2022	318,006,532	54.46	265,971,807	45.54	583,978,339	23,482,260
4. Deferred Share Bonus Plan Rules	583,575,467	96.07	23,861,929	3.93	607,437,396	23,203
5. Save As You Earn Scheme Rules	605,864,001	99.74	1,584,894	0.26	607,448,895	11,704
6. Re-elect Ken Hanna as a Director	466,166,586	76.94	139,752,065	23.06	605,918,651	1,541,948
7. Re-elect Andy Hornby as a Director	511,288,602	84.18	96,076,703	15.82	607,365,305	95,294
8. Re-elect Kirk Davis as a Director	605,664,634	99.74	1,554,819	0.26	607,219,453	241,146
9. Re-elect Graham Clemett as a Director	599,182,785	98.68	8,023,789	1.32	607,206,574	254,025
10. Re-elect Zoe Morgan as a Director	458,511,554	75.68	147,366,269	24.32	605,877,823	1,582,776
11. Re-elect Alex Gersh as a Director	603,259,702	99.35	3,948,631	0.65	607,208,333	252,266
12. Re-appoint Loraine Woodhouse as a Director	605,609,512	99.74	1,597,913	0.26	607,207,425	253,174
13. Re-appoint the Auditor	604,798,246	99.72	1,696,414	0.28	606,494,660	965,939
14. Determine the Auditor's remuneration	606,046,609	99.95	325,223	0.05	606,371,832	1,088,767
15. Authority to allot shares	605,464,461	99.82	1,075,894	0.18	606,540,355	920,244
16. Waiver of pre-emption rights (general)	605,604,873	99.85	898,597	0.15	606,503,470	957,129
17. Waiver of pre-emption rights (additional)	604,268,451	99.65	2,094,034	0.35	606,362,485	1,098,114
18. Authority to purchase own shares	605,761,454	99.73	1,661,785	0.27	607,423,239	37,360
19. Notice of General Meetings	603,855,458	99.41	3,574,986	0.59	607,430,444	30,155

Notes:

1) The total number of shares in issue at 23 May 2023 was 765,062,398.

2) Where shareholders appointed the Chair 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 15 to 19 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.

Ordinary resolutions 2 and 3 (Directors' Remuneration Policy and Directors' Remuneration Report)

The Board notes that all resolutions were duly approved today. The Remuneration Policy will now be implemented by the Remuneration Committee for 2023. It is, however, noted that a significant minority did not support certain of the substantive remuneration resolutions. In particular, resolutions 2 and 3 received votes in favour of 65.06% and 54.46% respectively.

Last year, the Remuneration Committee reviewed the operation and impact of the previous Remuneration Policy and actively engaged with approximately 60% of the share register (by number of shares). Since that consultation was concluded last November, there has been a material change in the share register, with notably Oasis building up a holding of 12.3% and indicating that it would not support the policy. Nonetheless, our largest shareholder, Columbia Threadneedle, and our third-largest shareholder, Royal London, with a combined holding of around 23%, have confirmed their continuing support for the policy.

During April and May, further consultation with over 70% of our shareholders (by number of shares) occurred and all the feedback received is being reviewed and discussed extensively at Remuneration Committee meetings.

As set out in the Directors' Remuneration Report, the Remuneration Committee intends to keep the Remuneration Policy under active review to ensure it remains appropriate to the group's evolution and aligned to stakeholder interests and will provide an update on that review within the statutory six-month timescale. In particular, it will re-engage with our largest shareholders over the coming months as to whether the Restricted Share Plan should be replaced by some other form of long-term incentive plan in line with the preferences of some shareholders.

Ordinary resolutions 6 and 10 (Re-election of Ken Hanna and Zoe Morgan)

Whilst Resolutions 6 and 10 were passed with a clear majority, the Board recognises that there was also a significant vote against these resolutions, with Resolution 6 passing by 76.94% and Resolution 10 by 75.68%. The Board believes that a clear majority of shareholders support the current Board and management team as they focus on delivering for the Group, but it will continue to engage and consult with shareholders, including those who voted against these resolutions. In accordance with the UK Corporate Governance Code, an update on the views received from shareholders and details of any actions taken by the Company will be published within the required six-months. A final summary will also be published in the 2023 Annual Report and Accounts.

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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