Result of AGM
Franchise Brands plc announced the results of its Annual General Meeting, where all resolutions were carried except for resolutions 14 and 15 concerning the disapplication of pre-emption rights, which failed to achieve the required 75% majority. Resolution 13, granting authority to allot shares, passed with a simple majority, though over 20% of votes were cast against it. The company noted that these voting outcomes were influenced by a few institutional shareholders and stated its intention to engage with them to understand their perspectives. Votes were cast in respect of 54.4% of the company's issued share capital.
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Franchise Brands plc (AIM: FRAN), an international multi-brand franchise business, announces that at the Company's Annual General Meeting held earlier today, the votes validly received from shareholders and cast (or withheld) on a poll on each resolution at the meeting were as follows:
| Resolution | Purpose of the resolution | Votes For | % of Votes Cast | Votes Against | % of Votes Cast | Total votes cast (excluding votes withheld | Votes Withheld |
|---|---|---|---|---|---|---|---|
| ORDINARY RESOLUTIONS | |||||||
| 1. | To receive the 2025 annual report and financial statements | 105,330,801 | 100.0% | - | 0.0% | 105,330,801 | 11,281 |
| 2. | Declaration of final dividend | 105,330,801 | 100.0% | - | 0.0% | 105,330,801 | 11,281 |
| 3. | Remuneration Committee Report (advisory vote) | 104,983,908 | 99.7% | 346,883 | 0.3% | 105,330,791 | 11,281 |
| 4. | Re-election of Andy Brattesani | 105,329,510 | 100.0% | 1,281 | 0.0% | 105,330,791 | 11,291 |
| 5. | Re-election of Louise George | 105,329,514 | 100.0% | 1,277 | 0.0% | 105,330,791 | 11,291 |
| 6. | Re-election of Stephen Hemsley | 105,330,787 | 100.0% | 4 | 0.0% | 105,330,791 | 11,291 |
| 7. | Re-election of Pete Kear | 104,992,280 | 99.7% | 338,511 | 0.3% | 105,330,791 | 11,291 |
| 8. | Re-election of Andrew Mallows | 105,330,787 | 100.0% | 4 | 0.0% | 105,330,791 | 11,291 |
| 9. | Re-election of Peter Molloy | 105,330,791 | 100.0% | - | 0.0% | 105,330,791 | 11,291 |
| 10. | Re-election of Nigel Wray | 105,330,787 | 100.0% | 4 | 0.0% | 105,330,791 | 11,291 |
| 11. | To reappoint PKF Littlejohn LLP as auditors of the Company | 105,330,791 | 100.0% | - | 0.0% | 105,330,791 | 11,291 |
| 12. | Authority to determine remuneration of the auditors | 105,330,791 | 100.0% | 0 | 0.0% | 105,330,791 | 11,291 |
| 13. | Authority to allot shares | 69,463,154 | 65.9% | 35,867,637 | 34.1% | 105,330,791 | 11,291 |
| SPECIAL RESOLUTIONS | |||||||
| 14. | Disapplication of pre-emption rights | 76,825,184 | 72.9% | 28,491,882 | 27.1% | 105,317,066 | 25,016 |
| 15. | Additional disapplication of pre-emption rights (for an acquisition or other specified capital investment) | 69,105,823 | 65.6% | 36,211,243 | 34.4% | 105,317,066 | 25,016 |
| 16. | Authority to purchase own shares | 105,312,601 | 100.0% | 3,318 | 0.0% | 105,315,919 | 26,163 |
Votes were validly cast in respect of 54.4% of the Company's issued share capital.
These voting results mean that all resolutions were carried, other than resolution 14 (the disapplication of pre-emption rights) and resolution 15 (the additional disapplication of pre-emption rights for an acquisition or other specified capital investment) which failed to achieve the support of at least 75% of the votes cast and were therefore not carried. The board notes that while resolution 13 (authority to allot shares) was carried by a simple majority, more than 20% of the votes cast on this matter were not supportive.
The resolutions proposed at this meeting in connection with the share capital of the Company were in line with the best practice recommendations contained in the Investment Association's Share Capital Management Guidelines and/or the Pre-emption Group's Statement of Principles. The level and extent of the authorities sought were, therefore, in line with normal market practice in the UK.
The Company is aware that the votes against these resolutions were driven by the voting policies of a small number of institutional shareholders. We have already started to engage with these investors to understand their perspective on these matters and will continue our discussions with them. Further updates will be provided as appropriate on the Company's website, in line with the recommendation of the QCA Corporate Governance Code.
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