TIDMSSPG

RNS Number : 5469T

SSP Group PLC

25 March 2021

25 March 2021

LEI: 213800QGNIWTXFMENJ24

SSP Group plc (the "Company")

Voting Results of Annual General Meeting held on 25 March 2021

The Company announces that its Annual General Meeting held at 1.30pm on 25 March 2021 at 32 Jamestown Road, London NW1 7HW was successfully concluded.

All Resolutions 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 For       %        Votes        %      Votes Total     % of     Votes withheld 
                                                       Against                            issued 
                                                                                           share 
                                                                                          capital 
                                                                                           voted 
 1. To receive 
  the Company's 
  annual accounts 
  for the year 
  ended 30 September 
  2020 together 
  with the Directors' 
  report and the 
  Auditors' report 
  on those accounts          410,899,207   99.71%    1,209,454    0.29%    412,108,661    76.65%      5,761,650 
                            ------------  --------  -----------  -------  ------------  ---------  --------------- 
 2. To approve 
  the Directors' 
  Remuneration 
  Report for the 
  year ended 30 
  September 2020 
  (excluding Directors' 
  Remuneration 
  Policy);                   410,268,869   99.70%    1,232,913    0.30%    411,501,782    76.54%      6,368,528 
                            ------------  --------  -----------  -------  ------------  ---------  --------------- 
 3. To approve 
  the Directors' 
  Remuneration 
  Policy for the 
  year ended 30 
  September 2020;            355,039,577   90.21%    38,517,522   9.79%    393,557,099    73.20%      24,313,211 
                            ------------  --------  -----------  -------  ------------  ---------  --------------- 
 4. To approve 
  the Restricted 
  Share Plan as 
  an employee share 
  plan;                      372,103,027   89.75%    42,519,521   10.25%   414,622,548    77.12%      3,247,762 
                            ------------  --------  -----------  -------  ------------  ---------  --------------- 
 5. To re-elect 
  Mike Clasper 
  as a Director 
  of the Company;            389,801,997   94.01%    24,814,841   5.99%    414,616,838    77.12%      3,253,471 
                            ------------  --------  -----------  -------  ------------  ---------  --------------- 
 6. To re-elect 
  Simon Smith as 
  a Director of 
  the Company;               412,451,082   100.00%     11,040     0.00%    412,462,122    76.71%      5,408,189 
                            ------------  --------  -----------  -------  ------------  ---------  --------------- 
 7. To re-elect 
  Jonathan Davies 
  as a Director 
  of the Company;            413,900,832   99.83%     723,137     0.17%    414,623,969    77.12%      3,246,341 
                            ------------  --------  -----------  -------  ------------  ---------  --------------- 
 8. To re-elect 
  Carolyn Bradley 
  as a Director 
  of the Company;            394,976,407   99.57%    1,701,356    0.43%    396,677,763    73.78%      21,192,547 
                            ------------  --------  -----------  -------  ------------  ---------  --------------- 
 9. To re-elect 
  Ian Dyson as 
  a Director of 
  the Company;               403,110,133   97.22%    11,508,121   2.78%    414,618,254    77.12%      3,252,056 
                            ------------  --------  -----------  -------  ------------  ---------  --------------- 
 10. To elect 
  Judy Vezmar as 
  a Director of 
  the Company;               414,614,054   100.00%     4,130      0.00%    414,618,184    77.12%      3,252,127 
                            ------------  --------  -----------  -------  ------------  ---------  --------------- 
 11. To elect 
  Tim Lodge as 
  a Director of 
  the Company;               414,249,522   99.91%     366,149     0.09%    414,615,671    77.11%      3,253,740 
                            ------------  --------  -----------  -------  ------------  ---------  --------------- 
 12. To re-appoint 
  KPMG LLP as auditor 
  of the Company;            409,882,697   98.86%    4,743,601    1.14%    414,626,298    77.12%      3,244,011 
                            ------------  --------  -----------  -------  ------------  ---------  --------------- 
 13. To authorise 
  the Directors 
  to determine 
  the remuneration 
  of the Auditor;            414,620,310   100.00%     2,149      0.00%    414,622,459    77.12%      3,247,851 
                            ------------  --------  -----------  -------  ------------  ---------  --------------- 
 14. To authorise 
  the Company and 
  its subsidiaries 
  to make political 
  donations and/or 
  incur political 
  expenditure;               413,931,343   99.83%     684,122     0.17%    414,615,465    77.11%      3,254,845 
                            ------------  --------  -----------  -------  ------------  ---------  --------------- 
 15. To authorise 
  the Directors 
  to allot shares 
  pursuant to section 
  551 of the Companies 
  Act 2006;                  324,345,216   78.23%    90,279,300   21.77%   414,624,516    77.12%      3,245,794 
                            ------------  --------  -----------  -------  ------------  ---------  --------------- 
 16. To authorise 
  the Directors 
  to dis-apply 
  pre-emption rights 
  pursuant to sections 
  570 and 573 of 
  the Companies 
  Act 2006 (General);        396,854,203   95.71%    17,768,354   4.29%    414,622,557    77.12%      3,247,752 
                            ------------  --------  -----------  -------  ------------  ---------  --------------- 
 17. To authorise 
  the Directors 
  to dis-apply 
  pre-emption rights 
  pursuant to sections 
  570 and 573 of 
  the Companies 
  Act 2006 (Acquisition 
  or Capital Investment);    385,498,677   92.98%    29,123,795   7.02%    414,622,472    77.12%      3,247,838 
                            ------------  --------  -----------  -------  ------------  ---------  --------------- 
 18. To authorise 
  the Company to 
  make market purchases 
  of its ordinary 
  shares; and                410,819,308   99.13%    3,619,446    0.87%    414,438,754    77.08%      3,431,556 
                            ------------  --------  -----------  -------  ------------  ---------  --------------- 
 19. That a general 
  meeting other 
  than an annual 
  general meeting 
  may be called 
  on not less than 
  14 clear days' 
  notice.                    355,602,098   85.76%    59,024,296   14.24%   414,626,394    77.12%      3,243,917 
                            ------------  --------  -----------  -------  ------------  ---------  --------------- 
 

Notes:

(1) Full details of the resolutions are set out in the Notice of Annual General Meeting dated 22 February 2021 (which is available on the Company's website at www.foodtravelexperts.com ).

(2) Resolutions 1 to 15 were ordinary resolutions, requiring more than 50% of shareholders' votes to be cast in favour of the resolutions. Resolutions 16 to 19 were special resolutions, requiring at least 75% of shareholders' votes to be cast in favour of the resolutions.

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

(4) There were 537,659,932 ordinary shares (excluding treasury shares) in issue all of which had the right to vote. 263,499 ordinary shares were held in treasury which do not carry voting rights.

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

(6) 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 .

Resolution 15 - General Allotment Authority

The Board is pleased with the overall level of support for all the resolutions. It acknowledges, however, the significant vote against resolution 15 (the directors' general authority to allot shares) (AGM Allotment Authority). The Board is committed to continuing an open and transparent dialogue with the Company's shareholders and following the AGM, will seek to engage with those shareholders who voted against this resolution to understand their views and/or any specific concerns. We will publish an update on this engagement, in accordance with the UK Corporate Governance Code, within six months of the 2021 AGM as well as a final summary in the Company's Annual Report for the 2021 Financial Year. The Board notes that the authority granted today by shareholders falls within the Investment Association's Share Capital Management Guidelines.

In addition, the Board notes that the Rights Issue prospectus published by the Company on 17 March 2021 includes an undertaking that the directors will not allot and issue shares under the AGM Allotment Authority where to do so would exceed such authority as reduced by the number of shares allotted and issued under the rights issue. This undertaking has been given to assure shareholders that the directors will have the same allotment authority after the rights issue as they would have had they been able to use the AGM Allotment Authority for the rights issue.

For further information contact:

Helen Byrne

General Counsel & Company Secretary

+44 (0) 207 543 3300

Investor and analyst enquiries

Sarah John

Corporate Affairs Director

+44 (0)203 714 5251

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

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March 25, 2021 12:27 ET (16:27 GMT)