30 January 2024 LEI: 213800QGNIWTXFMENJ24
SSP Group plc (the "Company")
Voting Results of Annual General Meeting held on 30 January 2024
The Company announces that its Annual General Meeting held at 10.00am on 30 January 2024 at Travers Smith LLP, 10 Snow Hill, London, EC1A 2AL 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 Against | % | Votes Total | % of issued share capital voted | Votes withheld |
| 1. To receive the Company's annual accounts for the year ended 30 September 2023 together with the Directors' report and the Auditors' report on those accounts; | 584,600,347 | 100.00% | 25,126 | 0.00% | 584,625,473 | 73.25% | 1,797,189 |
| 2. To approve the Directors' Remuneration Report for the year ended 30 September 2023 (excluding Directors' Remuneration Policy); | 570,455,880 | 97.28% | 15,951,795 | 2.72% | 586,407,675 | 73.48% | 14,987 |
| 3. To approve the Directors' Remuneration Policy for the year ended 30 September 2023; | 555,846,383 | 94.79% | 30,565,097 | 5.21% | 586,411,480 | 73.48% | 11,182 |
| 4. To approve the rules of the UK Share Incentive Plan and International Share Incentive Plan; | 586,015,397 | 99.93% | 387,145 | 0.07% | 586,402,542 | 73.48% | 20,120 |
| 5. To approve the final dividend recommended by the Directors of 2.5 pence per share for the financial year ended 30 September 2023 and to declare it payable on 29 February 2024; | 586,400,079 | 100.00% | 19,956 | 0.00% | 586,420,035 | 73.48% | 2,627 |
| 6. To re-elect Mike Clasper as a Director of the Company; | 547,412,164 | 93.54% | 37,821,525 | 6.46% | 585,233,689 | 73.33% | 1,188,973 |
| 7. To re-elect Patrick Coveney as a Director of the Company | 582,794,760 | 99.38% | 3,614,772 | 0.62% | 586,409,532 | 73.48% | 13,130 |
| 8. To re-elect Jonathan Davies as a Director of the Company; | 576,330,699 | 98.28% | 10,069,440 | 1.72% | 586,400,139 | 73.48% | 22,523 |
| 9. To re-elect Carolyn Bradley as a Director of the Company; | 572,108,790 | 97.56% | 14,290,024 | 2.44% | 586,398,814 | 73.48% | 23,848 |
| 10. To re-elect Tim Lodge as a Director of the Company; | 573,129,858 | 97.74% | 13,266,796 | 2.26% | 586,396,654 | 73.48% | 26,008 |
| 11. To re-elect Judy Vezmar as a Director of the Company; | 573,311,177 | 97.77% | 13,089,759 | 2.23% | 586,400,936 | 73.48% | 21,726 |
| 12. To re-elect Kelly Kuhn as a Director of the Company; | 574,268,787 | 97.93% | 12,124,548 | 2.07% | 586,393,335 | 73.48% | 29,327 |
| 13. To re-elect Apurvi Sheth as a Director of the Company; | 573,304,195 | 97.77% | 13,089,759 | 2.23% | 586,393,954 | 73.48% | 28,708 |
| 14. To re-appoint KPMG LLP as auditor of the Company; | 571,650,472 | 98.28% | 9,990,215 | 1.72% | 581,640,687 | 72.88% | 4,781,975 |
| 15. To authorise the Directors to determine the remuneration of the Auditor; | 578,379,756 | 98.63% | 8,024,868 | 1.37% | 586,404,624 | 73.48% | 18,038 |
| 16. To authorise the Company and its subsidiaries to make political donations and/or incur political expenditure; | 582,614,741 | 99.36% | 3,779,272 | 0.64% | 586,394,013 | 73.48% | 28,649 |
| 17. To authorise the Directors to allot shares pursuant to section 551 of the Companies Act 2006; | 490,768,722 | 83.69% | 95,620,466 | 16.31% | 586,389,188 | 73.48% | 33,474 |
| 18. To authorise the Directors to dis-apply pre-emption rights pursuant to sections 570 and 573 of the Companies Act 2006 (General); | 586,288,341 | 99.98% | 116,281 | 0.02% | 586,404,622 | 73.48% | 18,040 |
| 19. 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); | 584,785,121 | 99.72% | 1,617,755 | 0.28% | 586,402,876 | 73.48% | 19,786 |
| 20. To authorise the Company to make market purchases of its ordinary shares; | 585,145,644 | 99.79% | 1,227,148 | 0.21% | 586,372,792 | 73.47% | 49,870 |
| 21. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice; and | 486,612,365 | 82.98% | 99,806,094 | 17.02% | 586,418,459 | 73.48% | 4,203 |
Notes:
(1) Full details of the resolutions are set out in the Notice of Annual General Meeting dated 19 December 2023 (which is available on the Company's website at: Shareholder centre | SSP (foodtravelexperts.com)).
(2) Resolutions 1 to 17 were ordinary resolutions, requiring more than 50% of shareholders' votes to be cast in favour of the resolutions. Resolutions 18 to 21 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 Chair discretion.
(4) There were 798,070,196 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 data.fca.org.uk/#/nsm/nationalstoragemechanism
For further information contact:
Fiona Scattergood
Group General Counsel & Company Secretary
+44 (0)20 7543 3305
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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