RESULT OF AGM
OCADO GROUP PLC
29 April 2024
Ocado Group plc
Annual General Meeting 2024 Results
Ocado Group plc ("Ocado") held its Annual General Meeting (the "AGM") on 29 April 2024.
Resolutions 1 to 19 (inclusive) were passed as ordinary resolutions; resolutions 20 to 23 (inclusive) were passed as special resolutions. Results of the poll for each resolution are shown in the table below.
| Resolutions | For | Against | Total Votes | Votes Withheld | |||
| Votes | % | Votes | % | ||||
| 1. | To receive the Annual Report and Accounts | 654,682,528 | 99.99 | 75,622 | 0.01 | 654,758,150 | 7,550,831 |
| 2. | Approval of the Directors' Remuneration Policy | 533,525,459 | 80.57 | 128,698,258 | 19.43 | 662,223,717 | 85,264 |
| 3. | Approval of the Directors' Remuneration Report | 654,618,469 | 98.86 | 7,568,632 | 1.14 | 662,187,101 | 111,880 |
| 4. | To re-elect Rick Haythornthwaite as a Director of the Company | 652,769,259 | 98.56 | 9,517,716 | 1.44 | 662,286,975 | 112,006 |
| 5. | To re-elect Tim Steiner as a Director of the Company | 661,914,068 | 99.95 | 306,780 | 0.05 | 662,220,848 | 88,133 |
| 6. | To re-elect Stephen Daintith as a Director of the Company | 655,777,490 | 99.23 | 5,105,787 | 0.77 | 660,883,277 | 1,515,704 |
| 7. | To re-elect Jörn Rausing as a Director of the Company | 653,821,928 | 98.73 | 8,387,603 | 1.27 | 662,209,531 | 99,450 |
| 8. | To re-elect Andrew Harrison as a Director of the Company | 650,298,286 | 98.48 | 10,033,250 | 1.52 | 660,331,536 | 1,977,445 |
| 9. | To re-elect Emma Lloyd as a Director of the Company | 656,326,650 | 99.11 | 5,876,783 | 0.89 | 662,203,433 | 105,547 |
| 10. | To re-elect Julie Southern as a Director of the Company | 643,006,654 | 97.10 | 19,199,765 | 2.90 | 662,206,419 | 102,562 |
| 11. | To re-elect Nadia Shouraboura as a Director of the Company | 656,317,914 | 99.11 | 5,883,867 | 0.89 | 662,201,781 | 107,200 |
| 12. | To re-elect Julia M. Brown as a Director of the Company | 655,371,738 | 98.97 | 6,830,639 | 1.03 | 662,202,377 | 106,604 |
| 13. | To elect Rachel Osborne as a Director of the Company | 648,113,609 | 97.87 | 14,085,872 | 2.13 | 662,199,481 | 109,500 |
| 14. | To re-appoint Deloitte LLP as auditor | 638,797,200 | 96.66 | 22,042,244 | 3.34 | 660,839,444 | 1,469,537 |
| 15. | To authorise the Audit Committee, on behalf of the Board, to determine the auditor's remuneration | 651,844,030 | 98.43 | 10,414,835 | 1.57 | 662,258,865 | 50,116 |
| 16. | Authority for political donations and political expenditure | 654,096,222 | 99.02 | 6,481,784 | 0.98 | 660,578,006 | 1,730,975 |
| 17. | To approve the Ocado Performance Share Plan 2024 | 533,887,730 | 80.62 | 128,364,705 | 19.38 | 662,252,435 | 56,546 |
| 18. | Authority to allot shares up to one-third of issued share capital | 657,383,243 | 99.26 | 4,874,691 | 0.74 | 662,257,934 | 51,047 |
| 19. | Authority to allot shares in connection with a pre-emptive offer only | 657,323,742 | 99.26 | 4,923,424 | 0.74 | 662,247,166 | 61,815 |
| 20. | General authority to disapply pre-emption rights* | 581,263,857 | 87.77 | 80,986,329 | 12.23 | 662,250,186 | 58,795 |
| 21. | Additional authority to disapply pre-emption rights* | 575,410,157 | 86.89 | 86,836,415 | 13.11 | 662,246,572 | 62,409 |
| 22. | Authority to purchase own shares* | 660,759,812 | 99.77 | 1,505,964 | 0.23 | 662,265,776 | 43,205 |
| 23. | Notice of general meetings* | 655,680,833 | 99.00 | 6,593,178 | 1.00 | 662,274,011 | 34,970 |
* Special Resolution
As required by the Listing Rules of the Financial Conduct Authority, a copy of certain resolutions have been submitted to the Financial Conduct Authority via the National Storage Mechanism. This document will be available shortly for viewing at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
A copy of the Annual General Meeting results will be available on Ocado's website: www.ocadogroup.com.
Person responsible for arranging the release of this announcement:
Megan Barnes
Head of Secretariat
Ocado Group plc
Buildings One & Two, Trident Place,
Mosquito Way,
Hatfield
Hertfordshire, AL10 9UL
+ 44 1707 228 000
company.secretary@ocado.com
Ocado Group plc LEI: 213800LO8F61YB8MBC74
Notes:
(i) Votes 'withheld' are not votes under English law and so have not been included in the calculation of whether a resolution is carried. Percentages have been rounded to two decimal places.
(ii) As at 7.00am on 29 April 2024, the Company's issued share capital was 829,943,680 ordinary shares of 2p each admitted to trading. The Company does not hold any ordinary shares in treasury. Each ordinary share carries the right to one vote in relation to all circumstances at general meetings of the Company. Of these issued ordinary shares: (1) 2,589,946 shares are held by Solium Trustee (UK) Limited, the trustee for the Company's employee Share Incentive Plan, who must vote, at the request of a participant, in respect of ordinary shares held by the trustee on behalf of that participant; (2) 536,438 shares are held by Wealth Nominees Limited, and 9,917,035 shares are held by Winterflood Client Nominees Limited, both on behalf of Ocorian Limited (formerly known as Estera Trust (Jersey) Limited), the independent company which is the trustee of Ocado's Employee Benefit Trust (the "EBT Trustee"). The EBT Trustee has waived its right to exercise its voting rights and to receive dividends in respect of 9,917,035 ordinary shares, although it may vote in respect of 536,438 ordinary shares which have vested under the joint share ownership scheme and remain in the trust, at the request of a participant. The total of 10,453,473 ordinary shares held by the EBT Trustee are treated as treasury shares in the group's consolidated balance sheet in accordance with IAS 32 ''Financial Instruments: Presentation''. As such, calculations of earnings per share for Ocado exclude the 10,453,473 ordinary shares held by the EBT Trustee.
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