RESULT OF AGM
OCADO GROUP PLC
29 April 2024
Ocado Group
plc
Annual General Meeting 2024
Results
Ocado Group plc ("Ocado") held its
Annual General Meeting (the "AGM") on 29 April 2024.
Resolutions 1 to 19 (inclusive) were
passed as ordinary resolutions; resolutions 20 to 23 (inclusive)
were passed as special resolutions. Results of the poll for each
resolution are shown in the table below.
Resolutions
|
For
|
Against
|
Total Votes
|
Votes
Withheld
|
Votes
|
%
|
Votes
|
%
|
1.
|
To receive the Annual Report and
Accounts
|
654,682,528
|
99.99
|
75,622
|
0.01
|
654,758,150
|
7,550,831
|
2.
|
Approval of the Directors'
Remuneration Policy
|
533,525,459
|
80.57
|
128,698,258
|
19.43
|
662,223,717
|
85,264
|
3.
|
Approval of the Directors'
Remuneration Report
|
654,618,469
|
98.86
|
7,568,632
|
1.14
|
662,187,101
|
111,880
|
4.
|
To re-elect Rick Haythornthwaite as
a Director of the Company
|
652,769,259
|
98.56
|
9,517,716
|
1.44
|
662,286,975
|
112,006
|
5.
|
To re-elect Tim Steiner as a
Director of the Company
|
661,914,068
|
99.95
|
306,780
|
0.05
|
662,220,848
|
88,133
|
6.
|
To re-elect Stephen Daintith as a
Director of the Company
|
655,777,490
|
99.23
|
5,105,787
|
0.77
|
660,883,277
|
1,515,704
|
7.
|
To re-elect Jörn Rausing as a
Director of the Company
|
653,821,928
|
98.73
|
8,387,603
|
1.27
|
662,209,531
|
99,450
|
8.
|
To re-elect Andrew Harrison as a
Director of the Company
|
650,298,286
|
98.48
|
10,033,250
|
1.52
|
660,331,536
|
1,977,445
|
9.
|
To re-elect Emma Lloyd as a Director
of the Company
|
656,326,650
|
99.11
|
5,876,783
|
0.89
|
662,203,433
|
105,547
|
10.
|
To re-elect Julie Southern as a
Director of the Company
|
643,006,654
|
97.10
|
19,199,765
|
2.90
|
662,206,419
|
102,562
|
11.
|
To re-elect Nadia Shouraboura as a
Director of the Company
|
656,317,914
|
99.11
|
5,883,867
|
0.89
|
662,201,781
|
107,200
|
12.
|
To re-elect Julia M. Brown as a
Director of the Company
|
655,371,738
|
98.97
|
6,830,639
|
1.03
|
662,202,377
|
106,604
|
13.
|
To elect Rachel Osborne as a
Director of the Company
|
648,113,609
|
97.87
|
14,085,872
|
2.13
|
662,199,481
|
109,500
|
14.
|
To re-appoint Deloitte LLP as
auditor
|
638,797,200
|
96.66
|
22,042,244
|
3.34
|
660,839,444
|
1,469,537
|
15.
|
To authorise the Audit Committee, on
behalf of the Board, to determine the auditor's
remuneration
|
651,844,030
|
98.43
|
10,414,835
|
1.57
|
662,258,865
|
50,116
|
16.
|
Authority for political donations
and political expenditure
|
654,096,222
|
99.02
|
6,481,784
|
0.98
|
660,578,006
|
1,730,975
|
17.
|
To approve the Ocado Performance
Share Plan 2024
|
533,887,730
|
80.62
|
128,364,705
|
19.38
|
662,252,435
|
56,546
|
18.
|
Authority to allot shares up to
one-third of issued share capital
|
657,383,243
|
99.26
|
4,874,691
|
0.74
|
662,257,934
|
51,047
|
19.
|
Authority to allot shares in
connection with a pre-emptive offer only
|
657,323,742
|
99.26
|
4,923,424
|
0.74
|
662,247,166
|
61,815
|
20.
|
General authority to disapply
pre-emption rights*
|
581,263,857
|
87.77
|
80,986,329
|
12.23
|
662,250,186
|
58,795
|
21.
|
Additional authority to disapply
pre-emption rights*
|
575,410,157
|
86.89
|
86,836,415
|
13.11
|
662,246,572
|
62,409
|
22.
|
Authority to purchase own
shares*
|
660,759,812
|
99.77
|
1,505,964
|
0.23
|
662,265,776
|
43,205
|
23.
|
Notice of general
meetings*
|
655,680,833
|
99.00
|
6,593,178
|
1.00
|
662,274,011
|
34,970
|
*
Special Resolution
As required by the Listing Rules of
the Financial Conduct Authority, a copy of certain resolutions have
been submitted to the Financial Conduct Authority via the National
Storage Mechanism. This document will be available shortly for
viewing at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
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:
Megan Barnes
Head of Secretariat
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
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 29 April 2024,
the Company's issued share capital was 829,943,680 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) 2,589,946 shares
are held by Solium Trustee (UK) Limited, 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) 536,438 shares are held
by Wealth Nominees Limited, and 9,917,035 shares are held by
Winterflood Client Nominees Limited, both on behalf of Ocorian
Limited (formerly known as 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 9,917,035 ordinary shares, although it may vote in
respect of 536,438 ordinary shares which have vested under the
joint share ownership scheme and remain in the trust, at the
request of a participant. The total of 10,453,473 ordinary shares
held by the EBT Trustee are treated as treasury shares in the
group's consolidated balance sheet in accordance with IAS 32
''Financial Instruments: Presentation''. As such, calculations of
earnings per share for Ocado exclude the 10,453,473 ordinary shares
held by the EBT Trustee.