Result of AGM

Result of AGM

Ocado Group

RNS Number : 9331M
Ocado Group PLC
02 May 2018
 

RESULT OF AGM

OCADO GROUP PLC

2 May 2018 

Ocado Group plc

Annual General Meeting 2018 Results

 

The Annual General Meeting of Ocado Group plc (the "Company") was held at Peterborough Court, 133 Fleet Street, London, EC4A 2BB on Wednesday, 2 May 2018 at 10.00am.

 

All resolutions were decided on a poll and all resolutions proposed at the Annual General Meeting were passed by shareholders. The full text of each resolution is contained in the notice of Annual General Meeting, which is available on the Company's website www.ocadogroup.com (with each resolution number below corresponding to the resolution number in the notice).

 

The number of votes for and against each of the resolutions put before the Annual General Meeting and the number of votes withheld were as follows:

 

Resolutions

For

Against

Total Votes

Votes Withheld

Votes

%

Votes

%

Ordinary Resolutions

1

To receive the Annual Report and Accounts

521,750,608

99.87%

680,958

0.13%

522,431,566

3,479,218

2

To approve the Directors' Remuneration Report

439,218,285

83.53%

86,597,696

16.47%

525,815,981

94,803

3

To re-appoint Lord Rose

516,500,255

99.09%

4,743,324

0.91%

521,243,579

4,667,205

4

To re-appoint Tim Steiner

525,531,211

99.94%

337,317

0.06%

525,868,528

42,256

5

To re-appoint Duncan Tatton-Brown

524,628,450

99.77%

1,233,769

0.23%

525,862,219

48,565

6

To re-appoint Neill Abrams

523,921,740

99.76%

1,259,274

0.24%

525,181,014

729,770

7

To re-appoint Mark Richardson

524,634,632

99.77%

1,232,541

0.23%

525,867,173

43,611

8

To appoint Luke Jensen

524,621,007

99.76%

1,238,786

0.24%

525,859,793

50,991

9

To re-appoint Jörn Rausing

506,338,502

96.29%

19,516,557

3.71%

525,855,059

55,725

10

To re-appoint Ruth Anderson

524,668,245

99.77%

1,187,186

0.23%

525,855,431

55,353

11

To re-appoint Douglas McCallum

521,953,057

99.26%

3,896,811

0.74%

525,849,868

60,916

12

To re-appoint Andrew Harrison

524,867,690

99.81%

982,178

0.19%

525,849,868

60,916

13

To re-appoint Emma Lloyd

524,928,423

99.82%

926,798

0.18%

525,855,221

55,563

14

To appoint Deloitte LLP as auditors

524,273,965

99.70%

1,583,830

0.30%

525,857,795

52,989

15

To authorise the Directors to determine the auditors'

remuneration

525,443,430

99.92%

421,822

0.08%

525,865,252

45,532

16

Authority for political donations and political expenditure

516,764,318

98.41%

8,370,785

1.59%

525,135,103

775,681

17

Authority to allot shares up to one-third of issued share capital

523,608,671

99.57%

2,253,986

0.43%

525,862,657

48,127

18

Authority to allot shares in connection with a rights issue only

420,231,059

79.91%

105,623,192

20.09%

525,854,251

56,533

Special Resolutions

19

General authority to disapply pre-emption rights

520,277,001

98.94%

5,581,221

1.06%

525,858,222

52,562

20

Additional authority to disapply pre-emption rights

515,329,019

98.00%

10,529,203

2.00%

525,858,222

52,562

21

Authority to purchase own shares

525,153,683

99.86%

710,814

0.14%

525,864,497

46,287

22

Notice of general meetings

522,694,052

99.40%

3,170,466

0.60%

525,864,518

46,266

 

The Company notes that, although all of the Resolutions have been passed, there was a significant vote against Resolution 18. The Company regularly meets with shareholders regarding its governance arrangements. In discussing proxy voting intentions with its largest shareholders, the Company is aware that in some cases a shareholders' voting policy differs to that of the Company (which follows the guidance issued by the Investment Association) regarding the authority to allot shares in connection with a rights issue. The Company expects to keep its policy on these share allotment authorities under review and will seek the views of any other shareholders opposed to the Resolution so far as possible.

 

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 2 May 2018, the Company's issued share capital was 663,566,343 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) 2,327,415 shares are held by Yorkshire Building Society, 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) 27,983,942 shares are held by Wealth Nominees Limited on behalf of 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 these 27,983,942 ordinary shares, although it may vote in respect of 27,907,910 ordinary shares which have vested under the joint share ownership scheme and remain in the trust as at 2 May 2018, at the request of a participant.

 

This announcement is made pursuant to the requirements of Listing Rules 9.6.2 and 9.6.18. In accordance with Listing Rule 9.6.2, a copy of resolutions 16 to 22 (as set out in the notice of Annual General Meeting), being the resolutions passed at the Annual General Meeting not concerning ordinary business, has been submitted today to the Financial Conduct Authority's national storage mechanism. This document will be available for viewing at http://www.morningstar.co.uk/uk/NSM.

 

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:

 

Neill Abrams

Company Secretary

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

 


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