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B&M European Value Retail S.A. held its Annual General Meeting (AGM) on 25 July 2023, where all 21 proposed resolutions were passed. On the record date of 11 July 2023, the total number of voting rights was 1,001,839,893 and total shares in issue were 1,001,853,735. Effective from the AGM date, Tiffany Hall became Senior Independent Director and Oliver Tant became Chair of the Audit & Risk Committee.
| Date | 26 Jul 2023 |
| Time | 08:15:02 |
| Category | AGMs and other meetings |
| ID | 2413H |
26 July 2023
B&M European Value Retail S.A.
AGM Voting Results
All resolutions proposed at the Annual General Meeting of the Company held on 25 July 2023 were passed and the results of the votes were as follows.
|
|
|
VOTES FOR |
% |
VOTES AGAINST |
% |
VOTES TOTAL |
% of TVR
|
% of ISC
|
VOTES WITHHELD |
|
1 |
To receive the Directors Report on the Annual Accounts of the Company for the year ended March 2023. |
826,052,536 |
99.99 |
730 |
0.0001 |
826,053,266 |
82.45 |
82.45 |
18,126,330 |
|
2 |
To receive the unconsolidated and consolidated Annual Accounts and Financial Statements for the financial year ended March 2023 and the Auditor's Reports thereon. |
823,705,185 |
99.99 |
730 |
0.0001 |
823,705,915 |
82.22 |
82.22 |
20,473,681 |
|
3 |
To approve the Annual Accounts and Financial Statements of the Company for the year ended 31 March 2023. |
823,704,065 |
99.99 |
730 |
0.0001 |
823,704,795 |
82.22 |
82.22 |
20,474,801 |
|
4 |
To approve the consolidated Annual Accounts and Financial Statements of the Company for the year ended 25 March 2023. |
823,704,065 |
99.99 |
730 |
0.0001 |
823,704,795 |
82.22 |
82.22 |
20,474,801 |
|
5 |
To approve the result of the Company for the year ended 31 March 2023 and allocation. |
826,763,905 |
99.99 |
773 |
0.0001 |
826,764,678 |
82.52 |
82.52 |
17,414,918 |
|
6 |
To approve the total dividend of the Company for the year ended 31 March 2023. |
826,765,822 |
100 |
0 |
0 |
826,765,822 |
82.52 |
82.52 |
17,143,774 |
|
7
|
To approve the annual report on the Directors' Remuneration. |
808,808,276 |
97.30 |
22,181,186 |
2.70 |
822,989,462 |
82.15 |
82.15 |
21,190,134 |
|
8 |
To discharge each of the Directors for the financial year ended 31 March 2023. |
817,345,612 |
98.96 |
8,560,850 |
1.04 |
825,906,462 |
82.44 |
82.44 |
18,273,134 |
|
9 |
To re-elect Peter Bamford as a Director. |
716,124,255 |
88.36 |
94,302,035 |
11.64 |
810,444,290 |
80.89 |
80.89 |
33,194,455 |
|
10 |
To re-elect Alejandro Russo as a Director. |
824,721,627 |
99.69 |
2,539,620 |
0.31 |
827,261,247 |
82.57 |
82.57 |
16,918,349 |
|
11 |
To re-elect Michael Schmidt as a Director. |
822,407,093 |
99.41 |
4,854,154 |
0.59 |
827,261,247 |
82.57 |
82.57 |
16,918,349 |
|
12 |
To re-elect Ron McMillan as a Director. |
784,145,494 |
94.79 |
43,115,753 |
5.21 |
827,261,247 |
82.57 |
82.57 |
16,918,349 |
|
13 |
To re-elect Tiffany Hall as a Director. |
794,066,792 |
95.99 |
33,194,455 |
4.01 |
827,261,247 |
82.57 |
82.57 |
16,918,349 |
|
14 |
To re-elect Paula MacKenzie as a Director. |
807,183,772 |
97.67 |
19,215,854 |
2.33 |
826,399,626 |
82.49 |
82.49 |
17,779,970 |
|
15 |
To re-elect as Oliver Tant as a Director. |
823,995,930 |
99.61 |
3,265,317 |
0.39 |
827,261,247 |
82.57 |
82.57 |
16,918,349 |
|
16 |
To discharge the Independent Auditor for the year ended 31 March 2023. |
820,760,586 |
99.38 |
5,145,576 |
0.62 |
825,906,162 |
82.44 |
82.44 |
18,273,434 |
|
17 |
To re-appoint KPMG Audit S.à r.l. as Independent Auditor of the Company. |
824,930,181 |
99.72 |
2,348,583 |
0.28 |
827,278,764 |
82.57 |
82.57 |
16,900,832 |
|
18
|
To authorise the Directors to determine the Independent Auditor's remuneration. |
827,577,575 |
99.99 |
1,189 |
0.0001 |
827,278,764 |
82.57 |
82.57 |
16,900,832 |
|
19 |
To authorise the Company to make market purchases of its ordinary shares of up to 10% of its ordinary issued shares. (1) |
823,016,690 |
99.54 |
3,820,601 |
0.46 |
826,837,291 |
82.53 |
82.53 |
17,342,305 |
|
20 |
To confirm the Board of Directors have full power to issue ordinary shares on a non-pre-emptive basis for cash representing 5% of the issued share capital of the Company generally, as provided by the Articles of Association and to acknowledge the Directors' intention to comply with the Statement of Principles on Dis-applying Pre-Emption Rights, to the extent practical for a Luxembourg company. |
826,923,101 |
99.97 |
263,805 |
0.03 |
827,186,906 |
82.57 |
82.57 |
16,992,690 |
|
21 |
To confirm the Board of Directors have full power, in addition to any authority granted under resolution 20, to issue ordinary shares on a non-pre-emptive basis, for cash representing a further 5% of the issued share capital of the Company for the purposes of financing an acquisition or a capital investment (or refinancing such a transaction) as defined in the Statement of Principles on Dis-Applying Pre-Emption Rights, as provided by the Articles of Association. |
824,576,250 |
99.68 |
2,610,656 |
0.32 |
827,186,906 |
82.57 |
82.57 |
16,992,690
|
(1) Whilst the Company seeks authority on an annual basis to perform share buybacks (as is customary for UK PLCs), the Board notes that it has no current intention of utilising this authority, reflecting the complexities of executing an on market buyback for a company incorporated in Luxembourg such as B&M. The Board continuously reviews the Group's capital structure and has regularly returned funds to all its shareholders by way of both ordinary and special dividends.
The results of the votes will also be posted on the Company's website at www.bandmretail.com
Please note that a vote withheld is not a vote in law and is not counted in the calculation of votes for and against a resolution.
On the record date on 11 July 2023, the total number of voting rights was 1,001,839,893 (TVR) and the total number of shares in issue was 1,001,853,735 (ISC).
With effect from the AGM date, Tiffany Hall becomes Senior Independent Director, Oliver Tant becomes Chair of the Audit & Risk Committee and joins the Remuneration Committee. Subject to shareholders' approval of the appointment of Hounaïda Lasry, and as from her appointment date, Hounaïda will join the Remuneration and the Nomination Committees of the Company.
Enquiries
B&M European Value Retail S.A.
For further information please contact +44 (0)151 728 5400
Alejandro Russo, Chief Executive Officer
Michael Schmidt, Chief Financial Officer