Voting Results of Annual General Meeting

3 March 2015

 

 

 

SSP Group plc (the "Company")

 

 

Voting Results of Annual General Meeting held on 3 March 2015

 

 

The Company announces that its Annual General Meeting (the Meeting) held at 11 am on 3 March 2015 at Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, London, EC4Y 1HS was successfully concluded.

 

Following the disposal of shares by EQT IV Limited as announced on 27 January 2015 (whereby EQT reduced its holding in ordinary shares of the Company to approximately 20%) the Waiver Resolution (Resolution 18) and the vote by Independent Shareholders on Resolutions 5, 8 and 9 (but not Resolutions 5, 8 and 9 themselves) were withdrawn at the start of the Meeting with the consent of the Meeting.

 

All Resolutions (other than Resolution 18 for the reasons noted above) 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 For1	% For	Votes Against	% Against	Total Shares Voted	% of Issued Share Capital Voted2		Votes Withheld3
1.	To receive the reports of the Directors and the Auditors and the audited accounts for the financial year ended 30 September 2014	358,130,888	99.97	103,537	0.03	358,234,425	75.42%		233,218
2.	To approve the Directors' Remuneration Policy	329,917,672	92.38	27,195,478	7.62	357,113,150	75.18%		1,354,493
3.	To approve the Directors' Remuneration Report	342,937,941	98.04	6,867,652	1.96	349,805,593	73.64%		8,662,050
4.	To elect Vagn Sørensen as a Director	345,789,959	97.03	10,585,315	2.97	356,375,274	75.02%		2,092,369
5.	To elect John Barton as a Director	352,282,307	99.55	1,589,838	0.45	353,872,145	74.50%		4,595,498
6.	To elect Kate Swann as a Director	356,112,914	99.93	262,360	0.07	356,375,274	75.02%		2,092,369
7.	To elect Jonathan Davies as a Director	356,112,760	99.93	262,514	0.07	356,375,274	75.02%		2,092,369
8.	To elect Ian Dyson as a Director	357,888,222	99.90	355,052	0.10	358,243,274	75.42%		224,369
9.	To elect Denis Hennequin as a Director	357,888,222	99.90	355,052	0.10	358,243,274	75.42%		224,369
10.	To elect Per Franzén as a Director	354,489,000	99.47	1,886,274	0.53	356,375,274	75.02%		2,092,369
11.	To appoint KPMG LLP as auditors of the Company	343,665,517	95.93	14,578,025	4.07	358,243,542	75.42%		224,101
12.	To authorise the Directors to determine the remuneration of the auditors	357,233,027	99.72	1,010,515	0.28	358,243,542	75.42%		224,101
13.	To authorise the Company to make political donations	357,942,256	99.92	299,286	0.08	358,241,542	75.42%		226,101
14.	To give a general power and authority to the Directors to allot shares	357,439,946	99.78	803,528	0.22	358,243,474	75.42%		224,169
15.	To give a general power and authority to the Directors to dis-apply pre-emption rights	358,238,674	100.00	4,800	0.00	358,243,474	75.42%		224,169
16.	To authorise the Company generally and unconditionally to make market purchases of its ordinary shares	358,241,944	100.00	5,086	0.00	358,247,030	75.42%		220,613
17.	To approve the terms, and authorise the execution, of a contract for the repurchase by the Company of 1,156,863 deferred shares	354,981,499	100.00	5,154	0.00	354,986,653	74.73%		3,480,990
18.	To approve the Panel waiver of Rule 9 of the City Code on Takeovers and Mergers granted in connection with Resolution 16	Withdrawn with the consent of the meeting
19.	To approve the calling of general meetings, other than an annual general meeting, on not less than 14 clear days' notice	351,230,051	98.04	7,016,990	1.96	358,247,041	75.42%	220,601

 

Notes:

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

(2)      As at 27 February 2015 there were 475,014,715 ordinary shares in issue all of which had the right to vote.

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

 

Full details of the resolutions were set out in the Notice of Annual General Meeting, dated 22 January 2015 (which is available on the Company's website at www.foodtravelexperts.com).

 

Resolutions 1 to 14 were ordinary resolutions, requiring more than 50% of shareholders' votes to be cast in favour of the resolutions.

 

Resolutions 15, 16 and 19 were special resolutions, requiring at least 75% of shareholders' votes to be cast in favour of the resolutions.

 

Resolution 17 was a special resolution, requiring at least 75% of shareholders' votes to be cast in favour of the resolution (but excluding any votes cast by any holder of the deferred shares who also holds ordinary shares in the Company). Following shareholder approval of Resolution 17, the repurchase agreement was executed and all of the Company's Deferred Shares have now been repurchased and cancelled.

 

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.

 

 

For further information contact:

 

Helen Byrne

 

Company Secretary & General Counsel

0207 543 3300