TIDMBAKK

RNS Number : 2154B

Bakkavor Group PLC

31 May 2023

31 May 2023

Bakkavor Group plc

(the 'Company')

2023 Annual General Meeting - Poll Results

The Company's 2023 Annual General Meeting ("AGM") was held today at 10.00 am at Fitzroy Place, 5(th) Floor, 8 Mortimer Street, London, W1T 3JJ. All resolutions set out in the Notice of AGM dated 17 March 2023 and put to the meeting were decided on by a poll and were passed.

Resolutions 1 to 17 were each passed as an Ordinary Resolution (requiring a simple majority for them to be passed) and resolutions 18 to 21 were each passed as a Special Resolution (requiring at least a 75% majority for them to be passed). The results for each resolution are set out below.

 
             Resolution             Votes          %        Votes       %      Total Votes   % of ISC   Votes Withheld 
                                   For and                 Against                Cast        Voted * 
                                Discretionary                                  (Excluding 
                                    Votes                                       Withheld) 
             To receive 
             the Annual 
             Report and 
 1.           Accounts           564,145,722    100.00%     1,145     0.00%    564,146,867    97.36        823,400 
      -----------------------  --------------  --------  ----------  ------                  --------  --------------- 
             To approve 
           the Directors' 
            Remuneration 
 2.            Report            564,103,863    99.85%     862,259    0.15%    564,966,122    97.50         4,145 
      -----------------------  --------------  --------  ----------  ------                  --------  --------------- 
             To declare 
          a final dividend 
           on the ordinary 
              shares of 
             the Company 
            for the year 
              ended 31 
              December 
            2022 of 4.16 
              pence per 
              ordinary 
 3.             share             564,969,122   100.00%     1,145     0.00%    564,970,267    97.51           0 
      -----------------------  --------------  --------  ----------  ------                  --------  --------------- 
            To re-elect 
             Simon Burke 
            as a Director 
 4.        of the Company         557,470,505   99.33%    3,744,684   0.67%    561,215,189    96.86       3,755,078 
      -----------------------  --------------  --------  ----------  ------                  --------  --------------- 
            To re-elect 
            Mike Edwards 
            as a Director 
 5.        of the Company        564,958,652    100.00%    11,615     0.00%    564,970,267    97.51           0 
      -----------------------  --------------  --------  ----------  ------                  --------  --------------- 
            To re-elect 
             Ben Waldron 
            as a Director 
 6.        of the Company         564,958,578   100.00%    11,689     0.00%    564,970,267    97.51           0 
      -----------------------  --------------  --------  ----------  ------                  --------  --------------- 
            To re-elect 
              Sanjeevan 
              Bala as a 
              Director 
 7.        of the Company        564,958,652    100.00%    11,215     0.00%    564,969,867    97.51          400 
      -----------------------  --------------  --------  ----------  ------                  --------  --------------- 
            To re-elect 
             Umran Beba 
            as a Director 
 8.        of the Company         562,413,499   99.69%    1,733,768   0.31%    564,147,267    97.36        823,000 
      -----------------------  --------------  --------  ----------  ------                  --------  --------------- 
            To re-elect 
           Jill Caseberry 
            as a Director 
 9.        of the Company        563,236,899    99.69%    1,723,368   0.31%    564,960,267    97.50         10,000 
      -----------------------  --------------  --------  ----------  ------                  --------  --------------- 
            To re-elect 
            Patrick Cook 
            as a Director 
 10.       of the Company        564,958,578    100.00%    11,689     0.00%    564,970,267    97.51           0 
      -----------------------  --------------  --------  ----------  ------                  --------  --------------- 
            To re-elect 
          Agust Gudmundsson 
            as a Director 
 11.       of the Company        564,959,052    100.00%    11,215     0.00%    564,970,267    97.51           0 
      -----------------------  --------------  --------  ----------  ------                  --------  --------------- 
            To re-elect 
          Lydur Gudmundsson 
            as a Director 
 12.       of the Company        563,236,177    99.69%    1,734,090   0.31%    564,970,267    97.51           0 
      -----------------------  --------------  --------  ----------  ------                  --------  --------------- 
            To re-elect 
           Denis Hennequin 
            as a Director 
 13.       of the Company        563,227,530    99.69%    1,742,737   0.31%    564,970,267    97.51           0 
      -----------------------  --------------  --------  ----------  ------                  --------  --------------- 
            To re-elect 
             Jane Lodge 
            as a Director 
 14.       of the Company        564,958,852    100.00%     1,415     0.00%    564,960,267    97.50         10,000 
      -----------------------  --------------  --------  ----------  ------                  --------  --------------- 
           To re-appoint 
       PricewaterhouseCoopers 
          LLP as Auditors 
 15.       of the Company        564,144,392    99.85%     825,875    0.15%    564,970,267    97.51           0 
      -----------------------  --------------  --------  ----------  ------                  --------  --------------- 
            To authorise 
              the Audit 
              and Risk 
              Committee 
            to determine 
          the remuneration 
 16.       of the Auditors       564,968,308    100.00%     1,959     0.00%    564,970,267    97.51           0 
      -----------------------  --------------  --------  ----------  ------                  --------  --------------- 
            To authorise 
            the Directors 
              to allot 
 17.           shares            561,540,882    99.39%    3,428,836   0.61%    564,969,718    97.51          549 
      -----------------------  --------------  --------  ----------  ------                  --------  --------------- 
             To empower 
            the Directors 
             to disapply 
             pre-emption 
 18.           rights            560,691,244    99.24%    4,278,074   0.76%    564,969,318    97.51          949 
      -----------------------  --------------  --------  ----------  ------                  --------  --------------- 
             To empower 
            the Directors 
             to disapply 
             pre-emption 
             rights for 
        financing/refinancing 
             particular 
            acquisitions 
              and other 
 19.     capital investments     560,700,938    99.24%    4,268,929   0.76%    564,969,867    97.51          400 
      -----------------------  --------------  --------  ----------  ------                  --------  --------------- 
            To authorise 
             the Company 
             to purchase 
 20.       its own shares        564,118,343    99.85%     851,924    0.15%    564,970,267    97.51           0 
      -----------------------  --------------  --------  ----------  ------                  --------  --------------- 
              To allow 
              a general 
             meeting to 
              be called 
             on 14 clear 
 21.        days' notice         564,876,291    99.98%     93,976     0.02%    564,970,267    97.51           0 
      -----------------------  --------------  --------  ----------  ------                  --------  --------------- 
 

* Based on total issued share capital as at 26 May 2023 of 579,425,585 Ordinary shares.

 
                Votes of Independent Shareholders on the resolutions concerning the re-election 
                                   of the Independent Non-executive Directors 
         Resolution          Votes           %        Votes       %     Total Votes  % of ISC    Votes Withheld 
                             For and                 Against                Cast      Voted ** 
                          Discretionary 
                              Votes 
     -----------------  ---------------  --------  ----------  ------  ------------  ---------  --------------- 
        To re-elect 
         Simon Burke 
        as a Director 
 1.    of the Company     137,222,817     97.34%    3,744,684   2.66%   140,967,501    88.56       3,755,078 
     -----------------  ---------------  --------  ----------  ------                ---------  --------------- 
        To re-elect 
          Sanjeevan 
          Bala as a 
          Director 
 2.    of the Company     144,710,964     99.99%     11,215     0.01%   144,722,179    90.92          400 
     -----------------  ---------------  --------  ----------  ------                ---------  --------------- 
        To re-elect 
         Umran Beba 
        as a Director 
 3.    of the Company     142,165,811     98.80%    1,733,768   1.20%   143,899,579    90.40        823,000 
     -----------------  ---------------  --------  ----------  ------                ---------  --------------- 
        To re-elect 
       Jill Caseberry 
        as a Director 
 4.    of the Company     142,989,211     98.81%    1,723,368   1.19%   144,712,579    90.91         10,000 
     -----------------  ---------------  --------  ----------  ------                ---------  --------------- 
        To re-elect 
       Denis Hennequin 
        as a Director 
 5.    of the Company     142,979,842     98.80%    1,742,737   1.20%   144,722,579    90.92           0 
     -----------------  ---------------  --------  ----------  ------                ---------  --------------- 
        To re-elect 
         Jane Lodge 
        as a Director 
 6.    of the Company     144,711,164     100.00%     1,415     0.00%   144,712,579    90.91         10,000 
     -----------------  ---------------  --------  ----------  ------                ---------  --------------- 
 

** Based on independent voting capital of 159,177,897 being total issued share capital of 579,425,585 Ordinary shares as at 26 May 2023, but

excluding shares held by the controlling shareholders.

Notes:

   a)   The votes "For" and "Against" are expressed as a percentage of the votes received. 

b) The Company's issued share capital as at 26 May 2023 is 579,425,585 ordinary shares of 2 pence each.

c) The Company's issued share capital as at 31 May 2023 is 579,425,585 ordinary shares of 2 pence each.

d) Where shareholders have appointed the Chairman of the meeting as their proxy with discretion as to voting, those votes have been cast in favour of all of the resolutions.

   e)   A "Vote Withheld" is not counted towards the votes cast "For" or "Against" a resolution. 

f) In accordance with Listing Rule 9.2.2E, Resolutions 4, 7, 8, 9,13 and 14 (re-election of independent directors) inclusive were approved by: (a) the shareholders of the Company; and (b) the independent shareholders of the Company.

g) In accordance with Listing Rule 9.6.2, a copy of all resolutions passed other than resolutions concerning ordinary business will be submitted to the FCA via the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

-Ends-

Enquiries

Company Secretarial:

Annabel Tagoe-Bannerman, Group General Counsel and Company Secretary +44 (0) 20 7908 6130

Institutional investors and analysts:

Emily Daw, Group Financial Controller & Head of Investor Relations +44 (0) 20 7908 6114

About Bakkavor

We are the leading provider of fresh prepared food in the UK, and our presence in the US and China positions the Group well in these, high-growth markets. We leverage our consumer insight and scale to provide innovative food that offers quality, choice, convenience, and freshness. Around 18,500 colleagues operate from 44 sites across our three markets supplying a portfolio of over 2,900 products across meals, pizza & bread, salads and desserts to leading grocery retailers in the UK and US, and international food brands in China.

LEI number: 213800COL7AD54YU9949

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END

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May 31, 2023 10:11 ET (14:11 GMT)

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