Annual General Meeting Notice of Further Resolutions
In accordance with paragraph 9.6.1 of the FSA Listing Rules two copies of a letter, which is being mailed to shareholders today, have been submitted to the UKLA for publication through the Document Viewing Facility situated at:
Financial Services Authority
25 The North Colonnade
London E14 5HS
The content of the letter is reproduced below.
Further additional resolutions to be moved at the AGM
Following my letter to you of 23 December 2009 the Company received a further letter from Piedmont Inc., giving written notice that pursuant to a deed dated 15 July 2009 between the Company and Piedmont Inc. under which Piedmont Inc. has the right to appoint two Directors, it wished to nominate Ronald Alexander Robson to be appointed to the Board as its non independent representative Director. As such, Mr Robson will be appointed as a Director on 22 January 2010. In accordance with the Articles of Association of the Company, Mr Robson will have been appointed until the AGM and will be eligible for reappointment. Therefore, a resolution proposing the reappointment of Mr Robson will be proposed at the AGM. This is in addition to the four individuals previously nominated by Piedmont Inc., to be elected as Directors at the AGM pursuant to resolutions proposed by a nominee acting on Piedmont Inc.'s behalf.
The resolutions which will now therefore be moved at that meeting are as detailed overleaf. The Board continues to affirm to you that its central responsibility is to promote the success of the Company for the benefit of its shareholders as a whole and fairly as between each of them. Its overriding objectives at the AGM will be to ensure that the Board continues to have a majority of Directors independent of any allegiance or favour to any single shareholder or group of shareholders.
What this means
The addition of new resolutions means that the white coloured Form of Proxy previously sent to you is invalid and should therefore be destroyed.*
Please note - if you received a communications election letter from Bronagh Kennedy attached to your Form of Proxy and want to receive hard copy shareholder communications in future, you still need to return your election form to Equiniti. Alternatively you can sign up for e-communications at www.mbplc.com/ecomms.
What will happen next?
The Board will be writing to you again to make its recommendations as to how you should vote in respect of all of the resolutions to be put to the AGM and will enclose a new Form of Proxy for that purpose with that letter. We anticipate that this letter will be sent to you in early January 2010.
* Share Incentive Plan participants were originally sent a blue Form of Instruction which is invalid and should also be destroyed.
Proposed by Mitchells & Butlers plc, as set out fully in the Notice of Meeting sent to shareholders on 17 December 2009 (available online at www.mbplc.com/nom) and in this letter:
1. Receipt of financial statements;
2. Approval of remuneration report;
3a. Reappointment of Tony Bates as a Director;
3b. Reappointment of Simon Laffin as a Director;
3c. Reappointment of Ronald Alexander Robson as a Director;
4. Reappointment of Auditors;
5. Auditors' remuneration;
6. Authority to allot equity securities;
7. Disapplication of pre-emption rights;
8. Authority to purchase own shares;
9. Political donations;
10. Articles of Association; and
11. Notice of Meetings.
Proposed by a nominee acting on behalf of Piedmont Inc.:
12a. That John David Lovering be and is hereby appointed as a Director of the Company with immediate effect;
12b. That Michael William Balfour be and is hereby appointed as a Director of the Company with immediate effect;
12c. That Jeremy John Foster Blood be and is hereby appointed as a Director of the Company with immediate effect;
12d. That Simon Paul Burke be and is hereby appointed as a Director of the Company with immediate effect; and
13. That, if he shall not have vacated office as a Director prior to the moving of this resolution, Drummond Hall be and is hereby removed as a Director of the Company with immediate effect."
- Ends -
For further information, please contact:
+44 121 498 6513
James Murgatroyd (Finsbury Group)
+44 207 251 3801
Notes for editors:
Mitchells & Butlers owns and operates around 2,000 high quality pubs in prime locations nationwide. The Group's predominantly freehold, managed estate is biased towards large pubs in residential locations. With around 3% of the pubs in the UK, Mitchells & Butlers has 10% of industry sales and average weekly sales per pub almost four times greater than that of the average UK pub.
Mitchells & Butlers' leading portfolio of brands and formats includes Ember Inns, Harvester, Sizzling Pub Co., Toby Carvery, Vintage Inns, Crown Carveries, All Bar One, O'Neill's, Nicholson's and Browns. In addition, Mitchells & Butlers operates a large number of individual city centre and residential pubs.