In line with Provision 4 of the 2018 UK Corporate Governance Code (the "2018 Code"), the Board has released this statement to provide an update to shareholders on the actions taken following the outcomes of resolutions 2, 13 and 17 at the 2022 AGM.

Throughout the year, and ahead of the AGM, the Company engaged extensively with its shareholders as well as the proxy voting agencies, to understand their views. We will continue to engage regularly with shareholders (including on the matters relating to the below resolutions) and continue to consider their views in our decision making.

Resolution 2 - To approve the Directors' Remuneration Report

Prior to the publication of our 2021 Annual Report, we pro-actively consulted with shareholders to discuss the Remuneration Committee's proposed approach to determining the bonus outcome for the 2021 financial year. We engaged with twenty of our largest shareholders, representing approximately 73% of our shareholder base. Eighteen of the twenty shareholders, representing approximately 70% of the shareholder base, corresponded with us either via calls or in writing.

The broad sentiment across those with whom we engaged was that they were supportive of paying a bonus on the basis of the performance achieved in challenging conditions. However, we are aware that some shareholders were not supportive of the decision to pay a bonus for 2021 when Covid-related support had been received from the UK Government and voted against Resolution 2 for this reason. Overall, the Remuneration Committee believes that it acted fairly and appropriately, and that the decisions taken in respect of 2021 were in the best interests of shareholders.

The Company, with the support of the Remuneration Committee Chair, will continue to actively engage with shareholders and advisory bodies on executive remuneration, and will consider any input provided as it makes its decisions going forward.

Resolution 13 - To authorise the Directors to allot shares

This resolution sought approval for allotment authorities in line with the Investment Association's Share Capital Management Guidelines. However, as a result of the engagement undertaken following the 2021 AGM, we understand that a small number of overseas shareholders have adopted internal voting policies which set a lower allotment threshold compared to UK market practice. The Company has continued to engage with these shareholders throughout the year and in advance of the 2022 AGM and, whilst we recognise that they are unable to support an allotment authority at the level sought, this level of allotment authority continues to be supported by the majority of our shareholders and is in line with prevailing UK market practice. The Board therefore considers this level appropriate to retain flexibility for the Company in its capital management.

Resolution 17 - To authorise the Company to call general meetings on 14 days' notice

This resolution sought approval for the Company to call general meetings on 14 days' notice in line with established market practice. The Company believes that it is an important power to continue to seek in future to afford flexibility in exceptional and time critical circumstances. As a result of pre and post AGM consultation, we understand that the majority of the votes against came from a very small number of overseas shareholders with differing voting polices. Going forward, the Board will continue to give due consideration to notice period lengths, as well as developments in market practice in this area.

In line with the 2018 Code, a final summary of the above matters will be included in the 2022 Annual Report.

CONTACTS:

Helen Byrne, General Counsel & Company Secretary, SSP Group plc

Email: Helen.byrne@ssp-intl.com

Investor and analyst enquiries

Sarah John, Corporate Affairs Director, SSP Group plc

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

NOTES TO EDITORS

About SSP

SSP is a leading operator of food and beverage concessions in travel locations, operating restaurants, bars, cafés, food courts, lounges and convenience stores in airports, train stations, motorway service stations and other leisure locations.  We are present in 35 countries around the world and have a portfolio of more than 550 international, national and local brands.       

www.foodtravelexperts.com