31 July 2018
B&M European Value Retail S.A.
Results of AGM & EGM
AGM
All resolutions proposed at the Annual General Meeting of the Company held on 30 July 2018 were passed on a poll by shareholders. The results of the poll were as follows.
|
VOTES FOR |
% |
VOTES AGAINST |
% |
VOTES TOTAL |
% of ISC VOTED |
VOTES WITHHELD |
||
|
1 |
To receive the Directors Report for the year ended 31 March 2018. |
772,497,588 |
100 |
0 |
0 |
772,497,588 |
77.21 |
2,326,356 |
|
2 |
To receive the consolidated and unconsolidated Financial Statements and Annual Accounts for the financial year ended 31 March 2018 and the Auditor's Reports thereon. |
772,063,966 |
99.95 |
400,000 |
0.05 |
772,463,966 |
77.20 |
2,359,978 |
|
3 |
To approve the consolidated Financial Statements and Annual Accounts of the Company for the year ended 31 March 2018. |
772,497,476 |
100 |
0 |
0 |
772,497,476 |
77.21 |
2,326,468 |
|
4 |
To approve the unconsolidated Financial Statements and Annual Accounts of the Company for the year ended 31 March 2018. |
772,497,476 |
100 |
0 |
0 |
772,497,476 |
77.21 |
2,326,468 |
|
5 |
To approve the result of the Company for the year ended 31 March 2018 and allocation. |
772,738,519 |
100 |
0 |
0 |
772,738,519 |
77.23 |
2,085,425 |
|
6 |
To approve the total dividend of the Company for the year ended 31 March 2018. |
774,823,944 |
100 |
0 |
0 |
774,823,944 |
77.44 |
0 |
|
7 |
To approve the annual report on the Directors' remuneration for the year ended 31 March 2018. |
769,586,333 |
99.35 |
4,996,568 |
0.65 |
774,582,901 |
77.41 |
241,043 |
|
8 |
To approve Directors' Remuneration Policy. |
766,109,391 |
98.88 |
8,714,552 |
1.12 |
774,823,943 |
77.44 |
0 |
|
9 |
To authorise the Directors to amend the Company's Long Term Incentive Plan. |
768,670,381 |
99.21 |
6,153,339 |
0.79 |
774,823,720 |
77.44 |
233 |
|
10 |
To authorise the Directors to approve the Company's Deferred Bonus Share Plan. |
771,990,965 |
99.63 |
2,832,868 |
0.37 |
774,823,833 |
77.44 |
111 |
|
11 |
To discharge each of the Directors (including former Directors who retired during the year) for the year ended 31 March 2018. |
772,738,408 |
100 |
0 |
0 |
772,738,408 |
77.23 |
2,085,536 |
|
12 |
To ratify the appointment of and to re-elect Peter Bamford as a Director. |
750,117,223 |
98.57 |
10,867,474 |
1.43 |
760,984,697 |
76.06 |
13,839,246 |
|
13 |
To re-elect Simon Arora as a Director. |
742,070,235 |
95.77 |
32,753,709 |
4.23 |
774,823,944 |
77.44 |
0 |
|
14 |
To re-elect Paul McDonald as a Director. |
770,708,947 |
99.47 |
4,114,997 |
0.53 |
774,823,944 |
77.44 |
0 |
|
15 |
To re-elect Thomas Hübner as a Director. |
765,071,452 |
98.74 |
9,752,492 |
1.26 |
774,823,944 |
77.44 |
0 |
|
16 |
To re-elect Kathleen Guion as a Director. |
771,609,552 |
99.59 |
3,214,392 |
0.41 |
774,823,944 |
77.44 |
0 |
|
17 |
To re-elect Ron McMillan as a Director. |
719,473,573 |
92.88 |
55,188,295 |
7.12 |
774,661,868 |
77.42 |
162,076 |
|
18 |
To re-elect Harry Brouwer as a Director. |
765,071,452 |
98.74 |
9,752,492 |
1.26 |
774,823,944 |
77.44 |
0 |
|
19 |
To discharge the Independent Auditor for the year ended 31 March 2018. |
772,738,631 |
100 |
0 |
0 |
772,738,631 |
77.23 |
2,085,313 |
|
20 |
To re-appoint KPMG Luxembourg as Independent Auditor of the Company. |
773,077,835 |
99.99 |
92,651 |
0.01 |
773,170,486 |
77.27 |
1,653,456 |
|
21 |
To authorise the Board to determine the Independent Auditor's remuneration. |
773,732,768 |
99.86 |
1,091,176 |
0.14 |
774,823,944 |
77.44 |
0 |
|
22 |
To authorise the Company to make market purchases of its ordinary shares. |
772,387,471 |
99.83 |
1,345,646 |
0.17 |
773,733,117 |
77.33 |
1,090,826 |
|
23 |
To confirm the Board of Directors have full power to issue ordinary shares on a non-pre-emptive basis for cash representing 5% of the issued share capital of the Company generally, as provided by the Articles of Association and to acknowledge the Directors' intention to comply with the Statement of Principles on Dis-applying Pre-Emption Rights to the extent practical for a Luxembourg company. |
774,822,482 |
99.99 |
1,462 |
0.01 |
774,823,944 |
77.44 |
0 |
|
24 |
To confirm the Board of Directors have full power, in addition to any authority granted under resolution 23, to issue ordinary shares on a non-pre-emptive basis, for cash representing a further 5% of the issued share capital of the Company for the purposes of financing an acquisition or a capital investment (or refinancing such a transaction) as defined in the Statement of Principles on Dis-Applying Pre-Emption Rights, as provided by the Articles of Association. |
769,390,967 |
99.30 |
5,432,865 |
0.70 |
774,823,832 |
77.44 |
111 |
EGM
All resolutions proposed at the Extraordinary General Meeting of the Company held on 30 July 2018 were passed on a poll by shareholders. The results of the poll were as follows.
|
VOTES FOR |
% |
VOTES AGAINST |
% |
VOTES TOTAL |
% of ISC VOTED |
VOTES WITHHELD |
||
|
1 |
To amend article 1.1 of the articles of association of the Company (the "Articles") to refer to the Luxembourg law on commercial companies as amended (the "Law"). |
735,463,880 |
100 |
0 |
0 |
735,463,880 |
73.51 |
0 |
|
2. |
To amend Article 2.2 of the Articles to empower the Board to transfer the registered office of the Company to other municipalities in Luxembourg and renumber Articles 2.4, 2.5 and 2.6. |
735,463,880 |
100 |
0 |
0 |
735,463,880 |
73.51 |
0 |
|
3 |
To amend Article 24.6.3 of the Articles to extend the period for the display of the documents for EGM's. |
735,463,880 |
100 |
0 |
0 |
735,463,880 |
73.51 |
0 |
|
4 |
To authorise the Board of Directors to be able to issue shares for free to employees and officers of the Group. |
735,462,043 |
99.99 |
1,726 |
0.01 |
735,463,769 |
73.51 |
111 |
|
5 |
To amend Article 5.2 of the Articles to update the amount of the authorised share capital of the Company. |
735,463,880 |
100 |
0 |
0 |
735,463,880 |
73.51 |
0 |
|
6 |
To renew the authority under Article 5.2 of the Articles for the Board of Directors to issue shares in the Company and receive the report of the Board pursuant to art. 420-26 of the Law. |
734,534,142 |
99.87 |
929,627 |
0.13 |
735,463,769 |
73.51 |
111 |
|
7 |
To amend Articles 10.1 and 10.4 of the Articles to remove CD&R's right to appoint directors as they no longer hold shares in the Company. |
735,463,769 |
100 |
0 |
0 |
735,463,769 |
73.51 |
111 |
|
8 |
To insert a new Article 26 in the Articles on the power for shareholder(s) to ask written questions of the Board of Directors under the Law, and to renumber the articles following it accordingly. |
735,463,880 |
100 |
0 |
0 |
735,463,880 |
73.51 |
0 |
|
9 |
To amend Article 11.1 of the Articles to increase the aggregate cap on director fees per annum. |
733,683,612 |
99.76 |
1,780,267 |
0.24 |
735,463,879 |
73.51 |
0 |
|
10 |
To amend Article 24.6 of the Articles by removing the requirement for various consents of bondholders as permitted by the Law. |
734,474,066 |
99.87 |
989,703 |
0.13 |
735,463,769 |
73.51 |
111 |
|
11 |
To amend Article 24.9 of the Articles to reduce the shareholding threshold required for the adjournment of general meetings. |
735,462,769 |
99.99 |
1,000 |
0.01 |
735,463,769 |
73.51 |
111 |
|
12 |
To amend Article 25 of the Articles to remove the pre-set date and time of AGMs. |
735,462,769 |
99.99 |
1,000 |
0.01 |
735,463,769 |
73.51 |
111 |
|
13 |
To amend Article 31.4 of the Articles to reflect updates in the Law on capital impairment rules. |
735,463,769 |
100 |
0 |
0 |
735,463,769 |
73.51 |
111 |
|
14 |
To amend miscellaneous technical references and typographical points in the Articles generally. |
735,463,769 |
100 |
0 |
0 |
735,463,769 |
73.51 |
111 |
The results of the poll will also be posted on the Company's website at www.bandmretail.com/investors/agm.aspx and www.bandmretail.com/investors/egm.aspx
The total number of shares in issue of the Company as at the date of the AGM & EGM was 1,000,561,222 ordinary shares.
Please note that a vote withheld is not a vote in law and is not counted in the calculation of votes for and against a resolution.
In accordance with Listing Rule 9.6.2 copies of the resolutions will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.
Enquiries
B&M European Value Retail S.A.
For further information please contact +44 (0) 151 728 5400
Simon Arora, Chief Executive Officer
Paul McDonald, Chief Financial Officer
Investor.relations@bandmretail.com
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