SSP Group PLC

AGM Information • Feb 26, 2020

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RNS Number : 2439E

SSP Group PLC

26 February 2020

26 February 2020                                                                                       LEI: 213800QGNIWTXFMENJ24

SSP Group plc (the "Company")

Voting Results of Annual General Meeting held on 26 February 2020

The Company announces that its Annual General Meeting held at 11.00am on 26 February 2020 at Travers Smith LLP, 10 Snow Hill, London, EC1A 2AL was successfully concluded.

All Resolutions were duly passed by shareholders by way of a poll.  The voting results are below and will also be available on the Company's website (www.foodtravelexperts.com).

Resolution	Votes For	%	Votes Against	%	Votes Total	% of issued share capital voted	Votes withheld
1. To receive the Company's annual accounts for the year ended 30 September 2019 together with the Directors' report and the Auditors' report on those accounts	375,617,842	99.69%	1,168,968	0.31%	376,786,810	84.23%	4,956,601
2. To approve the Directors' Remuneration Report for the year ended 30 September 2019 (excluding Directors' Remuneration Policy)	217,989,435	68.96%	98,134,556	31.04%	316,123,991	70.66%	65,619,420
3. To approve the final dividend recommended by the Directors of 6.0 pence per share for the financial year ended 30 September 2019 and to declare it payable on 27 March 2020	381,742,109	100.00%	36	0.00%	381,742,145	85.33%	1,267
4. To re-elect Simon Smith as a Director of the Company	380,124,572	99.58%	1,617,573	0.42%	381,742,145	85.33%	1,267
5. To re-elect Jonathan Davies as a Director of the Company	378,865,768	99.25%	2,876,292	0.75%	381,742,060	85.33%	1,352
6. To re-elect Carolyn Bradley as a Director of the Company	373,009,156	98.83%	4,426,154	1.17%	377,435,310	84.37%	4,308,102
7. To re-elect Ian Dyson as a Director of the Company	316,495,081	95.83%	13,779,053	4.17%	330,274,134	73.83%	51,469,278
8. To re-elect Per Utnegaard as a Director of the Company	372,892,170	98.80%	4,543,140	1.20%	377,435,310	84.37%	4,308,102
9. To elect Mike Clasper as a Director of the Company	354,444,716	98.01%	7,201,041	1.99%	361,645,757	80.84%	20,097,655
10. To re-appoint KPMG LLP as auditor of the Company	374,299,440	98.16%	7,027,458	1.84%	381,326,898	85.24%	416,513
11. To authorise the Directors to determine the remuneration of the Auditor	380,789,924	99.75%	952,060	0.25%	381,741,984	85.33%	1,428
12. To authorise the Company and its subsidiaries to make political donations and/or incur political expenditure	368,112,047	96.43%	13,616,369	3.57%	381,728,416	85.33%	13,615
13. To authorise the Directors to allot shares pursuant to section 551 of the Companies Act 2006	345,892,108	90.61%	35,838,457	9.39%	381,730,565	85.33%	12,847
14. To authorise the Directors to dis-apply pre-emption rights pursuant to sections 570 and 573 of the Companies Act 2006 (General)	381,663,164	99.98%	67,768	0.02%	381,730,932	85.33%	12,480
15. To authorise the Directors to dis-apply pre-emption rights pursuant to sections 570 and 573 of the Companies Act 2006 (Acquisition or Capital Investment)	371,845,355	97.41%	9,885,055	2.59%	381,730,410	85.33%	13,001
16. To authorise the Company to make market purchases of its ordinary shares	375,941,314	98.56%	5,485,842	1.44%	381,427,156	85.26%	316,255
17. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.	342,792,969	89.80%	38,938,117	10.20%	381,731,086	85.33%	12,326

Notes:

(1)      Full details of the resolutions are set out in the Notice of Annual General Meeting dated 28 January 2020 (which is available on the Company's website at www.foodtravelexperts.com).

(2)      Resolutions 1 to 13 were ordinary resolutions, requiring more than 50% of shareholders' votes to be cast in favour of the resolutions. Resolutions 14 to 17 were special resolutions, requiring at least 75% of shareholders' votes to be cast in favour of the resolutions.

(3)      Votes 'For' include those votes giving the Chairman discretion.

(4)      There were 447,356,585 ordinary shares (excluding treasury shares) in issue all of which had the right to vote. 263,499 ordinary shares were held in treasury which do not carry voting rights.

(5)      A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.

(6)      Copies of all the resolutions passed, other than ordinary business, have been submitted to the National Storage Mechanism and will soon be available for inspection at www.Morningstar.co.uk/uk/nsm.

Resolution 2: Approval of Directors' Remuneration Report

The Board notes the outcome of the shareholder votes against Resolution 2 concerning the approval of the Company's Remuneration Report.

During FY18/19, we continued to develop our remuneration strategy and wrote to 75% of our shareholder base to understand their views on remuneration.  We would like to thank our shareholders for their helpful and constructive input during the year.  As noted in our latest Annual Report, following these discussions we made a number of improvements, and were pleased by the level of positive feedback received on changes to our forward-looking policies and disclosure. Whilst we are disappointed by the outcome of the vote, we remain keen to encourage an ongoing dialogue with our shareholders and value active participation in that process. We will work together with our shareholders on our new Remuneration Policy which is expected to be tabled for approval at our 2021 AGM, in line with the normal cycle for renewal. 

An update on shareholder views and actions taken by the Company, in accordance with the UK Corporate Governance Code, will be published within the next six months with further information included in the Company's 2020 Annual Report and Accounts.

For further information contact:

Helen Byrne

Company Secretary & General Counsel

+44 (0)207 543 3300

Investor and analyst enquiries

Sarah John

Director of Investor Relations

+44 (0)203 714 5251

E-mail: sarah.john@ssp-intl.com

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