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, 5th 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 For and Discretionary Votes | % | Votes Against | % | Total Votes Cast (Excluding Withheld) | % of ISC Voted * | Votes Withheld |
| 1. | To receive the Annual Report and Accounts | 564,145,722
| 100.00% | 1,145 | 0.00% | 564,146,867 | 97.36 | 823,400 |
| 2. | To approve the Directors' Remuneration Report | 564,103,863
| 99.85% | 862,259 | 0.15% | 564,966,122 | 97.50 | 4,145 |
| 3. | 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 share |
564,969,122
| 100.00% | 1,145 | 0.00% | 564,970,267 | 97.51 | 0 |
| 4. | To re-elect Simon Burke as a Director of the Company |
557,470,505
| 99.33% | 3,744,684 | 0.67% | 561,215,189 | 96.86 | 3,755,078 |
| 5. | To re-elect Mike Edwards as a Director of the Company | 564,958,652
| 100.00% | 11,615 | 0.00% | 564,970,267 | 97.51 | 0 |
| 6. | To re-elect Ben Waldron as a Director of the Company |
564,958,578
| 100.00% | 11,689 | 0.00% | 564,970,267 | 97.51 | 0 |
| 7. | To re-elect Sanjeevan Bala as a Director of the Company | 564,958,652
| 100.00% | 11,215 | 0.00% | 564,969,867 | 97.51 | 400 |
| 8. | To re-elect Umran Beba as a Director of the Company |
562,413,499
| 99.69% | 1,733,768 | 0.31% | 564,147,267 | 97.36 | 823,000 |
| 9. | To re-elect Jill Caseberry as a Director of the Company | 563,236,899
| 99.69% | 1,723,368 | 0.31% | 564,960,267 | 97.50 | 10,000 |
| 10. | To re-elect Patrick Cook as a Director of the Company | 564,958,578 | 100.00% | 11,689 | 0.00% | 564,970,267 | 97.51 | 0 |
| 11. | To re-elect Agust Gudmundsson as a Director of the Company | 564,959,052 | 100.00% | 11,215 | 0.00% | 564,970,267 | 97.51 | 0 |
| 12. | To re-elect Lydur Gudmundsson as a Director of the Company | 563,236,177 | 99.69% | 1,734,090 | 0.31% | 564,970,267 | 97.51 | 0 |
| 13. | To re-elect Denis Hennequin as a Director of the Company | 563,227,530 | 99.69% | 1,742,737 | 0.31% | 564,970,267 | 97.51 | 0 |
| 14. | To re-elect Jane Lodge as a Director of the Company | 564,958,852 | 100.00% | 1,415 | 0.00% | 564,960,267 | 97.50 | 10,000 |
| 15. | To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company | 564,144,392 | 99.85% | 825,875 | 0.15% | 564,970,267 | 97.51 | 0 |
| 16. | To authorise the Audit and Risk Committee to determine the remuneration of the Auditors | 564,968,308 | 100.00% | 1,959 | 0.00% | 564,970,267 | 97.51 | 0 |
| 17. | To authorise the Directors to allot shares | 561,540,882 | 99.39% | 3,428,836 | 0.61% | 564,969,718 | 97.51 | 549 |
| 18. | To empower the Directors to disapply pre-emption rights | 560,691,244 | 99.24% | 4,278,074 | 0.76% | 564,969,318 | 97.51 | 949 |
| 19. | To empower the Directors to disapply pre-emption rights for financing/refinancing particular acquisitions and other capital investments | 560,700,938 | 99.24% | 4,268,929 | 0.76% | 564,969,867 | 97.51 | 400 |
| 20. | To authorise the Company to purchase its own shares | 564,118,343 | 99.85% | 851,924 | 0.15% | 564,970,267 | 97.51 | 0 |
| 21. | To allow a general meeting to be called on 14 clear 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 For and Discretionary Votes | % | Votes Against | % | Total Votes Cast | % of ISC Voted ** | Votes Withheld |
| 1. | To re-elect Simon Burke as a Director of the Company | 137,222,817 | 97.34% | 3,744,684 | 2.66% | 140,967,501 | 88.56 | 3,755,078 |
| 2. | To re-elect Sanjeevan Bala as a Director of the Company | 144,710,964 | 99.99% | 11,215 | 0.01% | 144,722,179 | 90.92 | 400 |
| 3. | To re-elect Umran Beba as a Director of the Company | 142,165,811 | 98.80% | 1,733,768 | 1.20% | 143,899,579 | 90.40 | 823,000 |
| 4. | To re-elect Jill Caseberry as a Director of the Company | 142,989,211 | 98.81% | 1,723,368 | 1.19% | 144,712,579 | 90.91 | 10,000 |
| 5. | To re-elect Denis Hennequin as a Director of the Company | 142,979,842 | 98.80% | 1,742,737 | 1.20% | 144,722,579 | 90.92 | 0 |
| 6. | To re-elect Jane Lodge as a Director 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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