Bakkavor Group PLC — AGM Information 2021

May 20, 2021

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author: Bibow, Tamarin
date: 2021-05-20 14:52:00+00:00

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20 May 2021

Bakkavor Group plc

(the ‘Company’)

2021 Annual General Meeting – Poll Results

The Company’s 2021 Annual General Meeting (AGM) was held today at 10.00 am at Fitzroy Place, 5th Floor, 8 Mortimer Street, London, W1T 3JJ.  All resolutions set out in the Notice of AGM dated 20 April 2021 and put to the meeting were decided on by a poll and were passed.

Resolutions 1 to 17 were each passed as an Ordinary Resolution (requiring a simple majority for them to be passed) and resolutions 18 to 21 were each passed as a Special Resolution (requiring at least a 75% majority for them to be passed). The results for each resolution are set out below.

• Based on total issued share capital as at 18 May 2021 of 579,425,585 Ordinary shares.

** Based on independent voting capital of 144,927,897, being total issued share capital of 579,425,585 Ordinary shares as at 18 May 2021, but excluding shares held by the controlling shareholders.

Notes:

The votes "For" and "Against" are expressed as a percentage of the votes received.

Proxy appointments which gave discretion to the Chairman of the Meeting have been included in the "For" total.

The Company’s issued share capital as at 18 May 2021 is 579,425,585 ordinary shares of 2 pence each.

The Company’s issued share capital as at 20 May 2021 is 579,425,585 ordinary shares of 2 pence each.

A "Vote Withheld" is not counted towards the votes cast "For" or "Against" a resolution.

In accordance with Listing Rule 9.2.2E, Resolutions 7-9, 11 and 12, inclusive were approved by: (a) the shareholders of the Company; and (b) the independent shareholders of the Company.

In accordance with Listing Rule 9.6.2, a copy of all resolutions passed other than resolutions concerning ordinary business will be submitted to the FCA via the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

ENQUIRIES

Institutional investors and analysts:

Emily Daw, Head of Investor Relations                                                     +44 (0) 20 7908 6114

Annabel Tagoe-Bannerman, Group General Counsel & Company Secretary         +44 (0) 20 7908 6130

Media:

Will Palfreyman, Tulchan Communications                                                             +44 (0) 20 7353 4200

ABOUT BAKKAVOR

Bakkavor is the leading provider of fresh prepared food ("FPF") in the UK, with a growing international presence in the US and China. The Group is the number one by market share in the UK in the four FPF product categories of meals, salads, desserts and pizza & bread, providing high-quality, fresh, healthy and convenient food. Its customers include some of the UK's leading grocery retailers, including Tesco, Marks & Spencer, Sainsbury's and Waitrose. The Group's International segment operates in the US and China. Bakkavor was founded in 1986 and has its headquarters in London. The Group has over 19,000 employees and operates 23 factories in the UK, 5 in the US and 9 in China.

LEI number: 213800COL7AD54YU9949 

	Resolution	Votes For	%	Votes Against	%	Total Votes Cast (Excluding Withheld)	% of ISC Voted *	Votes Withheld
1.	To receive the Annual Report and Accounts	560,770,998	99.85%	832,593	0.15%	561,617,542	97.00%	423,772
2.	To approve the Directors' Remuneration Report	556,221,222	98.97%	5,795,516	1.03%	562,030,689	97.00%	10,625
3.	To approve the Directors’ Remuneration Policy	560,474,682	99.72%	1,552,056	0.28%	562,040,689	97.00%	625
4.	To declare a deferred final dividend on the ordinary shares of the Company for the year ended 28 December 2019 of 4 pence per share	562,026,563	100.00%	800	0.00%	562,041,314	97.00%	0
5.	To elect Ben Waldron as a Director of the Company	561,843,318	99.96%	184,045	0.03%	562,041,314	97.00%	0
6.	To elect Mike Edwards as a Director of the Company	561,859,341	99.97%	168,022	0.03%	562,041,314	97.00%	0
7.	To elect Umran Beba as a Director of the Company	562,012,469	99.99%	14,894	0.00%	562,041,314	97.00%	0
8.	To elect Jill Caseberry as a Director of the Company	561,911,521	99.98%	105,842	0.02%	562,031,314	97.00%	10,000
9.	To re-elect Simon Burke as a Director of the Company	561,058,393	99.83%	968,969	0.17%	562,041,313	97.00%	1
10.	To re-elect Agust Gudmundsson as a Director of the Company	561,863,570	99.97%	163,793	0.03%	562,041,314	97.00%	0
11.	To re-elect Denis Hennequin as a Director of the Company	561,994,829	99.99%	32,534	0.01%	562,041,314	97.00%	0
12.	To re-elect Jane Lodge as a Director of the Company	561,726,018	99.95%	291,345	0.05%	562,031,314	97.00%	10,000
13.	To re-elect Lydur Gudmundsson as a Director of the Company	556,083,842	98.94%	5,942,995	1.06%	562,041,314	97.00%	0
14.	To re-elect Patrick Cook as a Director of the Company	549,386,208	97.75%	12,640,629	2.25%	562,041,314	97.00%	0
15.	To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company	560,130,095	99.66%	1,896,742	0.34%	562,041,314	97.00%	0
16.	To authorise the Audit and Risk Committee to determine the remuneration of the Auditord	562,025,587	100.00%	2,000	0.00%	562,041,314	97.00%	0
17.	To authorise the Directors to allot shares	559,090,974	99.48%	2,936,613	0.52%	562,041,314	97.00%	0
18.	To empower the Directors to disapply pre-emption rights	562,010,231	99.99%	16,139	0.00%	562,040,847	97.00%	467
19.	To empower the Directors to disapply pre-emption rights for financing/refinancing particular acquisitions and other capital investments	558,446,212	99.36%	3,580,157	0.64%	562,040,846	97.00%	468
20.	To authorise the Company to purchase its own shares	561,161,481	99.85%	842,112	0.15%	562,018,070	97.00%	23,244
21.	To allow a general meeting to be called on 14 clear days' notice	561,457,742	99.90%	568,895	0.10%	562,041,114	97.00%	200

Votes of Independent Shareholders on the resolutions concerning the election and re-election of the Independent Non-executive Directors	Votes of Independent Shareholders on the resolutions concerning the election and re-election of the Independent Non-executive Directors	Votes of Independent Shareholders on the resolutions concerning the election and re-election of the Independent Non-executive Directors	Votes of Independent Shareholders on the resolutions concerning the election and re-election of the Independent Non-executive Directors	Votes of Independent Shareholders on the resolutions concerning the election and re-election of the Independent Non-executive Directors	Votes of Independent Shareholders on the resolutions concerning the election and re-election of the Independent Non-executive Directors	Votes of Independent Shareholders on the resolutions concerning the election and re-election of the Independent Non-executive Directors	Votes of Independent Shareholders on the resolutions concerning the election and re-election of the Independent Non-executive Directors	Votes of Independent Shareholders on the resolutions concerning the election and re-election of the Independent Non-executive Directors
	Resolution	Votes For	%	Votes Against	%	Total Votes Cast	% of ISC Voted **	Votes Withheld
1.	To elect Umran Beba as a Director of the Company	127,514,781	99.98%	14,894	0.01%	127,543,626	88.00%	0
2.	To elect Jill Caseberry as a Director of the Company	127,413,833	99.91%	105,842	0.08%	127,533,626	88.00%	10,000
3.	To re-elect Simon Burke as a Director of the Company	126,560,705	99.23%	968,969	0.76%	127,543,625	88.00%	1
4.	To re-elect Denis Hennequin as a Director of the Company	127,497,141	99.96%	32,534	0.03%	127,543,626	88.00%	0
5.	To re-elect Jane Lodge as a Director of the Company	127,228,330	99.76%	291,345	0.23%	127,533,626	88.00%	10,000