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24/03/2021

Annual General Meeting 2021

Mitchells & Butlers company news

Mitchells & Butlers plc (the "Company")
LEI no. 213800JHYNDNB1NS2W10

Result of Annual General Meeting

Mitchells & Butlers plc announces the results of the voting at the Company's Annual General Meeting held today, 24 March 2021, by telephone at 10.00a.m.

All the resolutions were voted on by way of a poll and the results of each resolution are shown below. All resolutions were duly approved by the relevant majority in each case. Resolutions 20 and 21 were passed as special resolutions. All other resolutions were passed as ordinary resolutions and, in the case of resolutions 6, 11, 12, 14 and 16, were also passed by a majority of the independent shareholders voting on the resolution, in accordance with LR 9.2.2ER.



VOTES
FOR (a)
%VOTES
AGAINST
%VOTES
TOTAL
% of ISC VOTEDVOTES
WITHHELD (b)
1 Receipt of accounts 515,563,440 99.93% 356,740 0.07% 515,920,180 86.54% 487,814
2 Approval of Annual Report on Remuneration 513,229,539 99.44% 2,889,973 0.56% 516,119,512 86.57% 286,976
3 Approval of Remuneration Policy 425,892,672 82.48% 90,447,384 17.52% 516,340,056 86.61% 61,932
4 Approval of Restricted Share Plan 2021 455,803,154 88.50% 59,223,524 11.50% 515,026,678 86.39% 1,378,979
5 Re-elect Keith Browne 403,641,142 80.11% 100,247,426 19.89% 503,888,568 84.52% 12,516,467
6 Re-elect Dave Coplin 504,082,821 97.64% 12,186,506 2.36% 516,269,327 86.59% 136,668
7 Re-elect Eddie Irwin 362,408,378 71.92% 141,480,591 28.08% 503,888,969 84.52% 12,515,750
8 Re-elect Bob Ivell 388,493,695 75.24% 127,833,039 24.76% 516,326,734 86.60% 79,321
9 Re-elect Tim Jones 515,496,074 99.84% 836,816 0.16% 516,332,890 86.60% 74,192
10 Re-elect Josh Levy 386,265,946 76.66% 117,628,611 23.34% 503,894,557 84.52% 12,511,590
11 Re-elect Jane Moriarty 504,273,927 97.67% 12,027,494 2.33% 516,301,421 86.60% 104,349
12 Re-elect Susan Murray 504,281,272 97.67% 12,017,465 2.33% 516,298,737 86.60% 100,696
13 Re-elect Ron Robson 373,633,434 74.15% 130,256,462 25.85% 503,889,896 84.52% 12,515,874
14 Re-elect Colin Rutherford 504,213,182 97.67% 12,037,431 2.33% 516,250,613 86.59% 155,156
15 Re-elect Phil Urban 515,539,367 99.85% 784,565 0.15% 516,323,932 86.60% 83,801
16 Re-elect Imelda Walsh 504,196,423 97.66% 12,054,969 2.34% 516,251,392 86.59% 153,490
17 Reappointment of auditor 515,954,249 99.92% 411,653 0.08% 516,365,902 86.61% 40,019
18 Auditor's remuneration 516,188,685 99.97% 172,173 0.03% 516,360,858 86.61% 44,912
19 Political donations 514,613,018 99.69% 1,595,865 0.31% 516,208,883 86.58% 196,000
20 Amendments to Articles (c) 516,243,114 99.98% 90,541 0.02% 516,333,655 86.60% 71,898
21 Notice period for meetings (c) 514,603,471 99.66% 1,767,927 0.34% 516,371,398 86.61% 33,402
VOTES EXCLUDING THE CONTROLLING SHAREHOLDER ON THE RESOLUTIONS CONCERNING THE RE-ELECTION OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS
VOTES
FOR (a)
%VOTES
AGAINST
%VOTES
TOTAL
% of ISC VOTED (excluding controlling shareholders)VOTES
WITHHELD (b)
6 Re-elect Dave Coplin (d) 165,249,126 93.13% 12,186,506 6.87% 177,435,632 68.94% 136,668
11 Re-elect Jane Moriarty (d) 165,440,232 93.22% 12,027,494 6.78% 177,467,726 68.96% 104,349
12 Re-elect Susan Murray (d) 165,447,577 93.23% 12,017,465 6.77% 177,465,042 68.95% 100,696
14 Re-elect Colin Rutherford (d) 165,379,487 93.22% 12,037,431 6.78% 177,416,918 68.94% 155,156
16 Re-elect Imelda Walsh (d) 165,362,728 93.21% 12,054,969 6.79% 177,417,697 68.94% 153,490

NOTES:

(a) The "For" vote includes those giving the Chairman discretion.
(b) A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" the resolution.
(c) Passed as a special resolution.
(d) Passed both as an ordinary resolution by a majority of all shareholders and by a majority of the independent shareholders voting on the resolution, in accordance with LR 9.2.2ER.

Votes "For" and "Against" are expressed as a percentage of votes received. Voting was conducted by a poll.

The Board notes the level of votes against resolutions 7, 10 and 13 concerning individuals who represent the Company's controlling shareholder (as defined in the Listing Rules) (the "controlling shareholder") and resolution 8 concerning the Chairman. The UK Corporate Governance Code (the "Code") contains best practice recommendations in relation to corporate governance yet acknowledges that, in individual cases, these will not all necessarily be appropriate for particular companies. Accordingly, the Code specifically recognises the concept of "Comply or Explain" in relation to divergences from the Code and the Company has explained the circumstances of these appointments in detail in its 2020 Annual Report.

The number of shares in issue at 6.30p.m. on 22 March 2021 was 596,198,205, of which 257,364,510 were held by shareholders other than the controlling shareholder.

The full text of the resolutions can be found in the Notice of Annual General Meeting, which is available for inspection at the National Storage Mechanism https://data.fca.org.uk/#/nsm/nationalstoragemechanism and also on the Company's website at www.mbplc.com.

Denise Burton
Deputy Company Secretary

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