McColl's Retail Group plc Result of AGM (1359V)

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RNS Number : 1359V

McColl's Retail Group plc

04 April 2019

4 April 2019

McColl's Retail Group plc (the "Company")

Results of Annual General Meeting ("AGM")

McColl's Retail Group plc announces that at the AGM of the Company held on 3 April 2019, all Resolutions contained in the Notice of AGM were duly passed on a poll. The results of the poll were as follows:

 
                                         For                   Against          Withheld           Total votes 
                                                                                                  cast (excluding 
                                                                                                     withheld) 
Resolution                     (No. of shares)   (%)    (No. of shares)   (%)   (No. of shares) 
1. To receive the Annual 
 Report and Accounts 
 2018                               94,599,288  100.00            1,500   0.00            6,902        94,600,788 
2. To receive the Directors' 
 Remuneration Report                92,971,587   98.57        1,349,540   1.43          286,563        94,321,127 
3. To declare a final 
 dividend                           94,599,727  100.00            1,061   0.00            6,902        94,600,788 
4. To re-elect Angus 
 Porter as a Director               80,825,003   85.46       13,751,789  14.54           30,898        94,576,792 
5. To re-elect Georgina 
 Harvey as a Director               94,572,766   99.99            5,526   0.01           29,398        94,578,292 
6. To re-elect Sharon 
 Brown as a Director                94,461,214   99.88          117,078   0.12           29,398        94,578,292 
7. To re-elect Jonathan 
 Miller as a Director               90,793,605   99.97           31,653   0.03        3,782,432        90,825,258 
8. To re-elect David 
 Thomas as a Director               94,571,566   99.99            6,726   0.01           29,398        94,578,292 
9. To re-elect Jens 
 Hofma as a Director                94,571,566   99.99           11,726   0.01           24,398        94,583,292 
10. To elect Robbie 
 Bell as a Director                 94,564,110   99.98           16,621   0.02           26,959        94,580,731 
11. To re-appoint Deloitte 
 LLP as Auditor of the 
 Company                            94,548,961   99.98           14,331   0.02           44,398        94,563,292 
12. To authorise the 
 Audit & Risk Committee 
 to determine the Auditor's 
 remuneration                       94,565,034   99.98           14,331   0.02           28,325        94,579,365 
13. To authorise the 
 Company to make political 
 donations and incur 
 political expenditure              77,011,806   95.26        3,831,019   4.74       13,764,865        80,842,825 
14. To authorise the 
 Directors to allot 
 ordinary shares                    94,564,089   99.96           36,699   0.04            6,902        94,600,788 
15. To disapply pre-emption 
 rights*                            74,513,038   78.79       20,060,266  21.21           34,386        94,573,304 
16. To disapply pre-emption 
 rights in connection 
 with an acquisition 
 or capital investment*             77,049,163   81.47       17,528,068  18.53           30,459        94,577,231 
17. To authorise the 
 Company to purchase 
 its own ordinary shares*           80,812,739   85.44       13,770,553  14.56           24,398        94,583,292 
18. To authorise the 
 Directors to hold general 
 meetings other than 
 AGMs on not less than 
 14 clear days' notice*             94,546,267   99.96           35,964   0.04           25,459        94,582,231 
19. To adopt new Articles 
 of Association*                    94,565,560   99.99           11,244   0.01           30,886        94,576,804 
20. To approve the 
 Deferred Bonus Plan                80,796,175   85.44       13,769,556  14.56           41,959        94,565,731 
 

*special resolution

In accordance with Listing Rule 9.6.2R copies of all resolutions passed at the meeting other than ordinary business will be submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/nsm.

Details of the proxy votes will shortly be available on the Company's website: www.mccollsplc.co.uk.

UK Corporate Governance Code Disclosure

The Board has noted the proportion of votes cast against Resolutions 15 (disapplication of pre-emption rights) and 16 (disapplication of pre-emption rights in relation to an acquisition or capital investment). Following a consultation with shareholders last year, as a result of more than 20% of votes being cast against the disapplication of pre-emption rights in relation to an acquisition or capital investment resolution at the 2018 AGM, the Board confirmed that Directors are committed to undertaking shareholder consultations on significant share issues whenever it is practicable to do so. This position remains unchanged. The Board will again consult with major shareholders who voted against Resolutions 15 and 16 in order to understand their reasons for doing so. The outcome of this exercise will be considered by the Board in due course with a further update as appropriate.

McColl's Retail Group plc

Rachel Peat, Company Secretary

Notes:

1. All resolutions were passed.

2. Proxy appointments which gave discretion to the Chairman of the AGM have been included in the "For" total for the appropriate resolution.

3. Votes "For" and "Against" any resolution are expressed as a percentage of votes validly cast for that resolution.

4. A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against".

5. The number of shares in issue on 3 April 2019 was 115,173,515 with no shares in treasury. 82% of the shares in issue were voted.

6. The full text of the resolutions passed at the AGM can be found in the Notice of Annual General Meeting which is available on the Company's website at www.mccollsplc.co.uk

About McColl's Retail Group plc

McColl's is a leading neighbourhood retailer, with an estate of c.1,550 managed convenience stores and newsagents. We operate McColl's branded convenience stores as well as newsagents branded Martin's across the UK, except in Scotland where we operate under our heritage brand, RS McColl. Our dedicated colleagues serve five million customers every week, and we are the largest operator of Post Offices in the UK, with c.600 in-store counters/branches.

LEI: 213800R1TLR536P8YJ67

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April 04, 2019 04:39 ET (08:39 GMT)