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23 July 2025
B&M European Value Retail S.A
3, rue Gabriel Lippmann, L-5365 Munsbach
RCS Luxembourg B187275
(the "Company")
Results of the votes at the Extraordinary General Meeting of 22 July 2025
The Company is pleased to announce that all resolutions proposed at the Extraordinary General Meeting of the Company held on 22 July 2025 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 approve the transfers of the registered office of the Company to Jersey and of its central administration to the UK (the "Migration"); and to approve that the Company will continue to exist in Jersey under the form of a public limited company incorporated under the Companies (Jersey) Law 1991 with its corporate name changed into B&M European Value Retail plc ("B&M Jersey"). |
662,900,616 |
99.9985 |
9,911 |
0.0015 |
662,910,527 |
66.04 |
66.04
|
886,639 |
|
2 |
To approve the change of the registered office of the Company. |
662,902,965 |
99.9987 |
8,531 |
0.0013 |
662,911,496 |
66.04 |
66.04 |
885,670 |
|
3 |
To acknowledge and approve that B&M Jersey Articles shall replace the articles of association of the Company as from the effective date of the Migration. |
633,121,934 |
95.39 |
30,628,285 |
4.61 |
663,750,219 |
66.12 |
66.12 |
46,947 |
|
4 |
To grant full discharge to the auditor of the Company and to terminate his mandate as from the effective date of the Migration. |
661,270,769 |
99.85 |
996,329 |
0.25 |
662,267,098 |
65.97 |
65.98 |
1,530,068 |
|
5 |
To appoint KPMG LLC as auditor of B&M Jersey as from the effective date of the Migration. |
661,573,664 |
99.67 |
2,176,955 |
0.33 |
663,750,619 |
66.12 |
66.12 |
46,547 |
|
6 |
To authorise the Board to determine the remuneration of the auditor of B&M Jersey. |
663,693,945 |
99.99 |
52,456 |
0.01 |
663,746,401 |
66.12 |
66.12 |
50,765 |
|
7 |
To appoint Alex Simpson as Secretary of B&M Jersey as from the effective date of the Migration. |
663,696,747 |
99.99 |
37,199 |
0.01 |
663,733,946 |
66.12 |
66.12 |
63,220 |
|
8 |
To empower the notary, her clerk, any lawyer or employee of Clifford Chance Luxembourg and of Ogier Jersey, as well as any lawyer, any director and any daily manager of the Company to do all formalities to transfer the Company's registered office and central administration. |
663,706,013 |
99.99 |
45,287 |
0.01 |
663,751,300 |
66.12 |
66.12 |
45,866 |
The results of the votes will also be posted on the Company's website at https://www.bandmretail.com/investors/company-meetings/agm.
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 8 July 2025, the total number of voting rights (TVR) was 1,002,813,610 and the total number of shares in issue was 1,003,821,871 (ISC).
The Board is pleased to note the overwhelming level of shareholder support in favour of the Migration and will provide a further update on the Migration and, in particular, details of how the B&M Jersey Shares may be held by shareholders upon implementation of the Migration being completed, and any other relevant matters, in due course and in any case ahead of Admission. It is expected that, subject to the satisfaction or, where permitted, waiver of the remaining Conditions, the Migration will be completed and Admission will become effective and that dealings in the B&M Jersey Shares will commence on the London Stock Exchange before the end of this calendar year.
A prospectus relating to the Admission is expected to be published by the Company shortly before Admission becomes effective.
Further announcements, including in relation to the publication of the prospectus, will be made as and when appropriate.
Words and expressions which are defined in the Notice of Extraordinary General Meeting dated 19 June 2025 shall have the same meanings in this announcement unless the context otherwise requires.
Enquiries
B&M European Value Retail S.A.
For further information please contact +44 (0) 151 728 5400 or [email protected]
Tjeerd Jegen, Chief Executive Officer
Michael Schmidt, Chief Financial Officer
About B&M European Value Retail S.A.
B&M European Value Retail S.A. is a variety retailer with 777 stores in the UK operating under the "B&M" brand, 343 stores under the "Heron Foods" and "B&M Express" brands, and 135 stores in France also operating under the "B&M" brand as at 29 March 2025.
The B&M Group was founded in 1978 and listed on the London Stock Exchange in June 2014. For more information, please visit www.bandmretail.com .
B&M European Value Retail S.A. announced that shareholders passed all eight resolutions at its Extraordinary General Meeting held on 22 July 2025. This included approval for the company's migration of its registered office to Jersey and central administration to the UK, and its renaming to B&M European Value Retail plc. The migration resolution passed with 99.9985% of votes for, representing 66.04% of the total voting rights, alongside the appointment of KPMG LLC as auditor and Alex Simpson as Company Secretary for B&M Jersey.
| Date | 23 Jul 2025 |
| Time | 09:01:00 |
| Category | AGMs and other meetings |
| ID | 2154S |