30 Sep 2020 11:56
30 September 2020
Studio Retail Group PLC ("Studio" or the "Company")
Result of Annual General Meeting
The Board of Studio announces that the Resolutions proposed at the Annual General Meeting held on 30 September 2020 were duly passed on a poll and without amendment by the required majorities.
Further details of the Resolutions were set out in the notice of meeting to shareholders of Studio issued on 28 August 2020.
The final votes for each resolution were as follows:
Resolution | For | Against | Withheld |
Ordinary Business |
|
|
|
Resolution 1: Ordinary resolution to receive the annual accounts of the Company for the year ended 27 March 2020 and the directors' and auditor's reports thereon. | 77,949,857 | 39,380 | 5,598 |
Resolution 2: Ordinary resolution to approve the directors' remuneration report for the year ended 27 March 2020. | 77,919,228 | 6,781 | 68,826 |
Resolution 3: Ordinary resolution to approve the policy on directors' remuneration. | 76,063,229 | 1,888,812 | 42,794 |
Resolution 4: Ordinary resolution to appoint Mr P. Kendrick as a director of the Company. | 77,994,418 | 418 | 0 |
Resolution 5: Ordinary resolution to reappoint Ms C. Askem as a director of the Company. | 77,994,177 | 659 | 0 |
Resolution 6: Ordinary resolution to reappoint Mr G. Ball as a director of the Company. | 77,949,620 | 6,219 | 38,996 |
Resolution 7: Ordinary resolution to reappoint Mr I. Burke as a director of the Company. | 77,949,573 | 45,236 | 26 |
Resolution 8: Ordinary resolution to reappoint Mr F. Coumau as a director of the Company. | 77,994,305 | 505 | 26 |
Resolution 9: Ordinary resolution to reappoint Ms E. O'Donnell as a director of the Company. | 77,994,331 | 505 | 0 |
Resolution 10: Ordinary resolution to reappoint Mr S. Caldwell as a director of the Company. | 77,955,288 | 39,522 | 26 |
Resolution 11: Ordinary resolution to reappoint Mr P. Maudsley as a director of the Company. | 77,949,748 | 6,065 | 39,022 |
Resolution 12: Ordinary Resolution to appoint Mazars LLP as auditor to the company for the period from the conclusion of the meeting to the conclusion of the next general meeting of the company at which accounts are laid. | 77,994,437 | 362 | 37 |
Resolution 13: Ordinary Resolution to authorise the directors to determine the auditor's remuneration. | 77,993,761 | 903 | 172 |
Resolution 14: Ordinary Resolution to authorise political donations and expenditure up to an aggregate of £50,000. | 77,941,181 | 53,634 | 21 |
Resolution 15: Special Resolution to enable a general meeting of the company, other than an annual general meeting, to be called on not less than 14 days' notice. | 77,639,780 | 354,925 | 131 |
The Company is also required to comply with the Listing Rules relating to controlling shareholders and the re-election of the Independent Non-Executive Directors of the Company. For these purposes Frasers Group plc are a controlling shareholder of the Company, as a result of controlling more than 30% of the voting rights of the Company.
As such, the election or re-election of any independent director by shareholders must be approved by a majority vote of both the shareholders of the Company and the independent shareholders of the Company.
The final votes for each resolution on this basis were as follows:
Votes of Independent Shareholders Only | ||||
Resolution Number | Resolution | Votes For | Votes Against | Abstentions |
5 | Re-appoint Ms Askem | 46,244,177 | 659 | 0 |
6 | Re-appoint Mr Ball | 46,199,620 | 6,219 | 38,996 |
7 | Re-appoint Mr Burke | 46,199,573 | 45,236 | 26 |
8 | Re-appoint Mr Coumau | 46,244,305 | 505 | 26 |
9 | Re-appoint Ms O'Donnell | 46,244,331 | 505 | 0 |
The Company's issued share capital consists of 86,867,534 ordinary shares of £0.10 each with ISIN GB 00B8B4R053. The Company does not hold any shares in Treasury. Therefore, the total number of ordinary shares in the Company with voting rights is 86,867,534.
The above figure, 86,867,534, may be used by shareholders as denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA's Disclosure and Transparency Rules.
SPECIAL BUSINESS
(ORDINARY) RESOLUTION NUMBER 12
To appoint Mazars LLP as auditors to the Company for the period from the conclusion of this meeting to the conclusion of the next general meeting of the Company at which accounts are laid.
SPECIAL BUSINESS
(ORDINARY) RESOLUTION NUMBER 14
In accordance with sections 366 and 367 of the Companies Act 2006 (the "2006 Act") to authorise the Company (and subsidiaries of the Company at any time during the period for which this resolution has effect) during the period from the date of this resolution to the conclusion of the Company's next annual general meeting:
(i) to make political donations to political parties and/or independent election candidates;
(ii) to make political donations to political organisations other than political parties; and
(iii) to incur political expenditure,
up to an aggregate amount of £50,000, and the amount authorised under each of paragraphs (i) to (iii) of this resolution shall also be limited to such amount and that words and expressions defined for the purpose of the 2006 Act shall have the same meaning in this resolution.
SPECIAL BUSINESS
(SPECIAL) RESOLUTION NUMBER 15
That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 days' notice.
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Enquiries
Studio Retail Group plc (0161 303 3465)
Ian Burke
Phil Maudsley
Tulchan Communications LLP (020 7353 4200) Will Smith