Britvic PLC — AGM Information 2024

Feb 5, 2024

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author: "Moore, Jude (Britvic GB)"
date: 2022-04-06 10:49:00+00:00
processor: python-docx+mammoth
status: success

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Registered No. 5604923

Britvic plc

(“the Company”)

The following resolutions which, in accordance with Listing Rule 9.6.2, were passed on a poll at the Annual General Meeting of the Company held at Linklaters LLP, One Silk Street, London EC2Y 8HQ at 11:00am on Thursday, 25 January 2024:

Ordinary Resolution

Resolution 1 - 2023 Annual Report and Accounts

1. To receive the Company’s accounts and the reports of the Directors and auditor for the year ended 30 September 2023 (the 2023 Annual Report).

Resolution 2 - Final Dividend

1. To declare a final dividend of 22.6p per share for the year ended 30 September 2023.

Resolution 3 - Directors’ Remuneration Report

1. To approve the Directors’ Remuneration Report (set out on pages 106 – 109 of the 2023 Annual Report) for the year ended 30 September 2023.

Resolutions 4 to 11 - Election and re-election of Directors

1. To elect Ian Durant as a Director.

2. To elect Rebecca Napier as a Director.

3. To re-elect Sue Clark as a Director.

4. To re-elect William Eccleshare as a Director.

5. To re-elect Emer Finnan as a Director

6. To re-elect Hounaïda Lasry as a Director.

7. To re-elect Simon Litherland as a Director.

8. Resolution withdrawn.

Resolution 12 – Re-appointment of auditor

1. To re-appoint Deloitte LLP as auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.

Resolution 13 - Auditor remuneration

1. To authorise the Audit Committee to determine the remuneration of the Company’s auditor.

Resolution 14 - Political donations and expenditure

1. To authorise, for the purposes of Part 14 of the Companies Act 2006 (the Act), the Company, and all companies which are subsidiaries of the Company at any time during the period for which this resolution has effect, during the period from the date of the passing of this resolution and expiring at the conclusion of the Company’s next annual general meeting or at the close of business on 31 March 2025, whichever is earlier:

(a) to make political donations to political parties, and/or independent election candidates;

(b) to make political donations to political organisations other than political parties; and

(c) to incur political expenditure,

up to an aggregate total amount of £50,000, and the amount authorised under each of paragraphs (a) to (c) shall be limited to £25,000. Any such amounts may comprise sums paid or incurred in one or more currencies. Any sum paid or incurred in a currency other than sterling shall be converted into sterling at such rate as the Board may decide is appropriate. All existing authorisations and approvals relating to political donations or expenditure under Part 14 are hereby revoked without prejudice to any donation made or expenditure incurred prior to the date hereof pursuant to such authorisation or approval.

Words and expressions defined for the purposes of Part 14 of the Act shall have the same meaning in this resolution.

Resolution 15 - General authority to allot shares

1. To authorise the Directors generally and unconditionally pursuant to and in accordance with Section 551 of the Act to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for, or to convert any security into, shares in the Company:

(a) up to an aggregate nominal amount of £16,470,210; and

(b) comprising equity securities (as defined in Section 560(1) of the Act) up to a further nominal amount of £16,470,210 in connection with a pre-emptive offer.

This authority shall apply in substitution for all previous authorities pursuant to Section 551 of the Act and shall expire at the end of the next annual general meeting or at the close of business on 31 March 2025, whichever is earlier, but, in each case, so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority given by this resolution has expired.

For the purposes of this resolution:

(i) ‘pre-emptive offer’ means an offer of equity securities open for acceptance for a period fixed by the Directors to (a) holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings and (b) other persons so entitled by virtue of the rights attaching to any other securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory; and

(ii) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

Special resolutions

Resolution 16 and 17 - Disapplication of pre-emption rights

1. Subject to the passing of Resolution 15 above, to authorise the Directors to allot equity securities (as defined in Section 560(1) of the Act) wholly for cash, as if Section 561(1) of the Act did not apply to any such allotment, pursuant to the authority given by Resolution 15 above and/or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Act, such authority to be limited to:

(a) allotments in connection with a pre-emptive offer; and

(b) otherwise than in connection with a pre-emptive offer, allotments up to an aggregate nominal amount of £4,990,973.

This authority shall expire at the end of the next annual general meeting of the Company or at the close of business on 31 March 2025, whichever is earlier but in each case so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired.

For the purposes of this resolution:

(i) ‘pre-emptive offer’ has the same meaning as in Resolution 15 above;

(ii) references to an allotment of equity securities shall include a sale of treasury shares; and

(iii) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

1. Subject to the passing of Resolution 15 above, and in addition to any authority granted under Resolution 16 above, to authorise the Directors to allot equity securities (as defined in Section 560(1) of the Act) wholly for cash pursuant to the authority given by Resolution 15 above and/or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Act, as if Section 561(1) of the Act did not apply to any such allotment, such authority to be limited to:

(a) allotments up to an aggregate nominal amount of £4,990,973, such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within twelve months after the original transaction) a transaction which the Directors determine to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice.

This authority shall expire at the end of the next annual general meeting of the Company or at the close of business on 31 March 2025, whichever is earlier, but in each case so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired.

For the purposes of this resolution, references to an allotment of equity securities shall include a sale of treasury shares.

Resolution 18 – Company’s authority to purchase its own shares

1. To authorise the Company generally and unconditionally to make market purchases (within the meaning of Section 693(4) of the Act) of ordinary shares with a nominal value of £0.20 each in the Company on such terms and in such manner as the Directors may from time to time determine, provided that:

(a) the maximum aggregate number of ordinary shares hereby authorised to be purchased is 24,954,864;

(b) the minimum price (exclusive of expenses) which may be paid for any such share is its nominal value;

(c) the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of:

(i) an amount equal to 5% above the average closing price of such ordinary shares on the London Stock Exchange for the five business days prior to the date on which the Company agrees to buy the shares concerned; and

(ii) an amount equal to the higher of the price of the last independent trade of any ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Electronic Trading Service.

Thisauthority shall take effect on the date of the passing of this resolution and shall expire at the end of the Company’s next annual general meeting or, if earlier, at the close of business on 31 March 2025 unless previously renewed, varied or revoked by the Company in general meeting provided that if the Company has agreed before this date to purchase its ordinary shares under the authority hereby conferred prior to the expiry of such authority, where these purchases will or may be executed wholly or partly after the expiry of such authority, the Company may complete such purchases.

Resolution 19 – Articles of Association

1. That with effect from the conclusion of the AGM, the articles of association of the Company, produced to the meeting and signed by the Chair for the purposes of identification, be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association of the Company.

Resolution 20 – Notice of General Meeting

1. To authorise the calling of general meetings of the Company, other than annual general meetings, by notice of at least 14 clear days, provided that this authority shall expire at the conclusion of the Company’s next annual general meeting or at the close of business on 31 March 2025, whichever is earlier.

By order of the Board

Mollie Stoker

Company Secretary

Britvic Plc

Registered Office:

Breakspear Park, Breakspear Way, Hemel Hempstead HP2 4TZ

25 January 2024