DP Eurasia N.V Results of 2020 Annual General Meeting (8605O)

TIDMDPEU

RNS Number : 8605O

DP Eurasia N.V

03 June 2020

 
 
 
 
 For Immediate Release   3 June 2020 
 

DP Eurasia N.V.

("DP Eurasia" or the "Company")

Results of 2020 Annual General Meeting

DP Eurasia (DPEU.L), the master franchisee of the Domino's Pizza brand in Turkey, Russia, Azerbaijan and Georgia, announces that at its Annual General Meeting ('AGM') held today, 3 June 2020, all resolutions set out in the Notice of the AGM were voted on a poll and were passed by the requisite majorities. The poll results of each resolution are set out in the table below:

 
         Resolution            No of votes    %       No of       %         Total of       No of votes 
                                in favour              votes               votes cast        withheld 
                                                      against              (excluding 
                                                                         votes withheld) 
 3. Adoption of the 
  annual accounts 2019         98,560,959    100        0         0        98,560,959           0 
                              ------------  -----  -----------  -----  -----------------  ------------ 
 4. Appropriation of 
  profit                       98,560,959    100        0         0        98,560,959           0 
                              ------------  -----  -----------  -----  -----------------  ------------ 
 6. Discharge Executive 
  Directors                    98,560,959    100        0         0        98,560,959           0 
                              ------------  -----  -----------  -----  -----------------  ------------ 
 7. Discharge Non-Executive 
  Directors                    98,560,959    100        0         0        98,560,959           0 
                              ------------  -----  -----------  -----  -----------------  ------------ 
 8. Annual remuneration 
  report                       95,963,040    97,4   2,597,919    2,6       98,560,959           0 
                              ------------  -----  -----------  -----  -----------------  ------------ 
 10. a. Approval to 
  amend the Long Term 
  Incentive Plan (LTIP) 
  and the Annual Deferred 
  Bonus Plan (ADBP) 
  to align with standard 
  UK practice                  93,019,252    94,4   5,541,707    5,6       98,560,959           0 
                              ------------  -----  -----------  -----  -----------------  ------------ 
 10. b. Approval to 
  designate the Board 
  as the body authorised 
  to resolve to issue 
  shares, to resolve 
  to grant rights to 
  subscribe for shares 
  and to resolve to 
  restrict or exclude 
  the pre-emptive rights 
  in relation to the 
  LTIP and ADBP                93,019,252    94,4   5,541,707    5,6       98,560,959           0 
                              ------------  -----  -----------  -----  -----------------  ------------ 
 11. Reappointment 
  of Mr. A. Saranga 
  as Executive Director        97,681,333    99,1    879,626     0,9       98,560,959           0 
                              ------------  -----  -----------  -----  -----------------  ------------ 
 12. Reappointment 
  of Ms. F. Slot as 
  Executive Director           89,596,764    90,9   8,964,195    9,1       98,560,959           0 
                              ------------  -----  -----------  -----  -----------------  ------------ 
 13. Reappointment 
  of Mr. S. Tarı 
  as Non-Executive Director    92,480,690    93,8   6,080,269    6,2       98,560,959           0 
                              ------------  -----  -----------  -----  -----------------  ------------ 
 14. Reappointment 
  of Mr. İ. Talu 
  as Non-Executive Director    92,008,589    93,4   6,552,370    6,6       98,560,959           0 
                              ------------  -----  -----------  -----  -----------------  ------------ 
 15. Reappointment 
  of Ms. A. ahin as 
  Non-Executive Director       92,480,690    93,8   6,080,269    6,2       98,560,959           0 
                              ------------  -----  -----------  -----  -----------------  ------------ 
 16. a. Reappointment 
  of Mr. P. Williams 
  by the general meeting       77,371,382    78,5   21,189,577   21,5      98,560,959           0 
                              ------------  -----  -----------  -----  -----------------  ------------ 
 16. b. Reappointment 
  of Mr. P. Williams 
  by the general meeting 
  excluding the controlling 
  shareholder                  29,673,500    58,3   21,189,577   41,7      50,863,077           0 
                              ------------  -----  -----------  -----  -----------------  ------------ 
 17. a. Reappointment 
  of Mr. T. Singer by 
  the general meeting          97,209,232    98,6   1,351,727    1,4       98,560,959           0 
                              ------------  -----  -----------  -----  -----------------  ------------ 
 17. b. Reappointment 
  of Mr. T. Singer by 
  the general meeting 
  excluding the controlling 
  shareholder                  49,511,350    97,3   1,351,727    2,7       50,863,077           0 
                              ------------  -----  -----------  -----  -----------------  ------------ 
 18. Appointment external 
  auditor                      98,560,959    100        0         0        98,560,959           0 
                              ------------  -----  -----------  -----  -----------------  ------------ 
 19. a. Authorisation 
  Board to issue shares 
  and grant rights to 
  subscribe for shares         98,439,861    99,9    121,098     0,1      119,015,010           0 
                              ------------  -----  -----------  -----  -----------------  ------------ 
 19. b. Authorisation 
  Board to restrict 
  or exclude pre-emptive 
  rights                       98,560,959    100        0         0        98,560,959           0 
                              ------------  -----  -----------  -----  -----------------  ------------ 
 20. Authorisation 
  Board to purchase 
  shares                       98,560,959    100        0         0        98,560,959           0 
                              ------------  -----  -----------  -----  -----------------  ------------ 
 

All resolutions presented to shareholders at today's AGM were passed with a majority of votes. However, the Board notes that a significant minority of votes were received against the re-election of our Chairman, Peter Williams (Resolution 16.b).

While the Board is pleased that the resolutions have received shareholder approval, it also acknowledges the views of the shareholders who voted against Resolution 16.b. The Board seeks to ensure that each Director has time to meet the requirements of their role and is satisfied that all Directors, including Peter Williams, have sufficient capacity to meet their commitments to DP Eurasia, including during periods when DP Eurasia or other commitments require greater than usual involvement. We have interacted with a number of our shareholders and corresponded with proxy advisor bodies over concerns raised about Peter's time commitments and will continue to engage with shareholders over the course of the year on this matter.

The Company currently has issued 145,372,414 shares which confer voting rights of which 98,560,959 shares were validly present or represented at the AGM, which is 60,80% of the Group's issued share capital.

In accordance with Listing Rules 9.6.2 R, 9.6.3(1) R and 9.6.18 R, copies of the resolutions (other than those resolutions which form the ordinary business of the AGM) passed by the Company's shareholders have been submitted to the National Storage Mechanism and are available for inspection at https://data.fca.org.uk/#/homepage .

The voting results are available on the Investor Relations section of the Group's website at www.dpeurasia.com and copies of the documents have also been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/homepage .

For additional details or further information, please contact Buchanan on [phone] / [e-mail] .

Enquiries

 
 DP Eurasia N.V. 
 Selim Kender, Chief Strategy Officer 
  & Head of Investor Relations                [phone] 
 
 Buchanan (Financial Communications) 
 Richard Oldworth / Victoria Hayns / Tilly    [phone] 
  Abraham                                      [e-mail] 
 
 

Notes to Editors

DP Eurasia N.V. is the exclusive master franchisee of the Domino's Pizza brand in Turkey, Russia, Azerbaijan and Georgia. The Company was admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange plc on 3 July 2017. The Company (together with its subsidiaries, the " Group " ) is the largest pizza delivery company in Turkey and the third largest in Russia. The Group offers pizza delivery and takeaway/ eat-in facilities at its 765 stores (550 in Turkey, 203 in Russia, eight in Azerbaijan and four in Georgia as at 31 December 2019), and operates through its owned corporate stores (32%) and franchised stores (68%). The Group maintains a strategic balance between corporate and franchised stores, establishing networks of corporate stores in its most densely populated areas to provide a development platform upon which to promote best practice and maximise profitability. The Group has adapted the Domino's Pizza globally proven business model to its local markets.

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June 03, 2020 09:32 ET (13:32 GMT)