23 January 2024
Mitchells & Butlers plc (the "Company")
LEI no. 213800JHYNDNB1NS2W10
Result of Annual General Meeting
Mitchells & Butlers plc announces the results of the voting at the Company's Annual General Meeting held today, 23 January 2024, at 9.00a.m.
All the resolutions were voted on by way of a poll and the results of each resolution are shown below. All resolutions were duly approved by the relevant majority in each case. Resolutions 17 and 18 were passed as special resolutions. All other resolutions were passed as ordinary resolutions and, in the case of resolutions 4, 6 and 11, were also passed by a majority of the independent shareholders voting on the resolution, in accordance with LR 9.2.2ER.
| | VOTES | % | VOTES | % | VOTES | % of ISC VOTED | VOTES | |
| 1 | Receipt of accounts | 534,930,350 | 100.00 | 17,916 | 0.00 | 534,948,266 | 89.50% | 175,424 |
| 2 | Approval of Annual Report on Remuneration | 530,322,991 | 99.11 | 4,755,726 | 0.89 | 535,078,717 | 89.52% | 45,033 |
| 3 | Approval of Remuneration Policy | 509,875,972 | 95.29 | 25,186,080 | 4.71 | 535,062,052 | 89.52% | 61,730 |
| 4 | Re-elect Amanda Brown | 523,333,100 | 97.80 | 11,752,706 | 2.20 | 535,085,806 | 89.52% | 37,944 |
| 5 | Re-elect Keith Browne | 501,943,362 | 95.97 | 21,094,262 | 4.03 | 523,037,624 | 87.50% | 12,086,158 |
| 6 | Re-elect Dave Coplin | 524,242,096 | 97.97 | 10,848,681 | 2.03 | 535,090,777 | 89.52% | 33,005 |
| 7 | Re-elect Eddie Irwin | 489,533,724 | 93.59 | 33,503,553 | 6.41 | 523,037,277 | 87.50% | 12,086,505 |
| 8 | Re-elect Bob Ivell | 376,931,716 | 70.44 | 158,157,194 | 29.56 | 535,088,910 | 89.52% | 34,872 |
| 9 | Re-elect Tim Jones | 532,252,498 | 99.47 | 2,840,749 | 0.53 | 535,093,247 | 89.52% | 30,117 |
| 10 | Re-elect Josh Levy | 406,508,347 | 77.72 | 116,533,081 | 22.28 | 523,041,428 | 87.51% | 12,082,354 |
| 11 | Re-elect Jane Moriarty | 524,041,686 | 97.94 | 11,040,600 | 2.06 | 535,082,286 | 89.52% | 41,496 |
| 12 | Re-elect Phil Urban | 533,954,922 | 99.79 | 1,140,354 | 0.21 | 535,095,276 | 89.52% | 28,734 |
| 13 | Reappointment of auditor | 535,005,169 | 99.98 | 84,473 | 0.02 | 535,089,642 | 89.52% | 33,747 |
| 14 | Auditor's remuneration | 535,012,722 | 99.98 | 81,671 | 0.02 | 535,094,393 | 89.52% | 29,389 |
| 15 | Political donations | 532,704,059 | 99.57 | 2,303,887 | 0.43 | 535,007,946 | 89.51% | 115,836 |
| 16 | Approval of Performance Share Plan | 534,292,802 | 99.86 | 768,505 | 0.14 | 535,061,307 | 89.52% | 62,475 |
| 17 | Authority to purchase own shares (c) | 530,216,920 | 99.14 | 4,579,216 | 0.86 | 534,796,136 | 89.47% | 327,646 |
| 18 | Notice period for meetings (c) | 532,818,347 | 99.57 | 2,278,754 | 0.43 | 535,097,101 | 89.52% | 26,681 |
| VOTES EXCLUDING THE CONTROLLING SHAREHOLDER ON THE RESOLUTIONS CONCERNING THE RE-ELECTION OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS | ||||||||
| | | VOTES FOR (a) | % | VOTES AGAINST | % | VOTES TOTAL | % of ISC VOTED (excluding controlling shareholder) | VOTES WITHHELD (b) |
| 4 | Re-elect Amanda Brown (d) | 184,499,405 | 94.01 | 11,752,706 | 5.99 | 196,252,111 | 75.80% | 37,944 |
| 6 | Re-elect Dave Coplin (d) | 185,408,401 | 94.47 | 10,848,681 | 5.53 | 196,257,082 | 75.81% | 33,005 |
| 11 | Re-elect Jane Moriarty (d) | 185,207,991 | 94.37 | 11,040,600 | 5.63 | 196,248,591 | 75.80% | 41,496 |
NOTES:
(a) The "For" vote includes those giving the Chairman discretion.
(b) A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" the resolution.
(c) Passed as special resolutions.
(d) Passed both as an ordinary resolution by a majority of all shareholders and by a majority of the independent shareholders voting on the resolution, in accordance with LR 9.2.2ER.
Votes "For" and "Against" are expressed as a percentage of votes received. Voting was conducted by a poll.
The Board of Directors notes the level of votes against resolution 8 concerning the Chairman and resolution 10 concerning an individual who represents the Company's controlling shareholder (as defined in the Listing Rules). The UK Corporate Governance Code (the "Code") contains best practice recommendations in relation to corporate governance yet acknowledges that, in individual cases, these will not all necessarily be appropriate for particular companies. Accordingly, the Code specifically recognises the concept of "Comply or Explain" in relation to divergences from the Code and the Company has explained the circumstances of these appointments in detail in its 2023 Annual Report.
The number of shares in issue at 6.30p.m. on 21 January 2024 was 597,727,235, of which 258,893,540 were held by shareholders other than the controlling shareholder.
The full text of the resolutions can be found in the Notice of Annual General Meeting, which is available for inspection at the National Storage Mechanism https://data.fca.org.uk/#/nsm/nationalstoragemechanism and also on the Company's website at www.mbplc.com.
These results will shortly be available on the Company's website at www.mbplc.com and in accordance with Listing Rule 9.6.2, copies of the resolutions that were passed at the meeting and that do not constitute ordinary business at an annual general meeting will be submitted to the National Storage Mechanism and will shortly be available for inspection at data.fca.org.uk
Denise Burton
Deputy Company Secretary
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