Result of AGM
Mitchells & Butlers plc announced the results of its Annual General Meeting held on 29 January 2026, confirming that all resolutions were passed by the required majorities, including special resolutions for share purchase authority and meeting notice periods. While most resolutions received overwhelming support, the re-election of the Chairman, Bob Ivell, saw 20.36% of votes against, and the Senior Independent Director, Jane Moriarty, received 15.05% of votes against, with the Board acknowledging these outcomes and committing to further engagement. The total number of shares in issue was 599,582,466, with 260,748,771 held by shareholders other than the controlling shareholder.
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Mitchells & Butlers plc announces the results of the voting at the Company's Annual General Meeting held today, 29 January 2026, at 11.30 a.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 15 and 16 were passed as special resolutions. All other resolutions were passed as ordinary resolutions and, in the case of resolutions 3, 5 and 10, were also passed by a majority of the independent shareholders voting on the resolution, in accordance with UKLR 6.2.8R.
| VOTES FOR (a) | % | VOTES AGAINST | % | VOTES TOTAL | % of ISC VOTED | VOTES WITHHELD (b) | ||
|---|---|---|---|---|---|---|---|---|
| 1 | Receipt of accounts | 539,066,903 | 100.00 | 12,389 | 0.00 | 539,079,292 | 89.91% | 285,274 |
| 2 | Approval of Annual Report on Remuneration | 538,572,937 | 99.86 | 749,977 | 0.14 | 539,322,914 | 89.95% | 41,717 |
| 3 | Re-elect Amanda Brown | 527,639,101 | 97.83 | 11,687,521 | 2.17 | 539,326,622 | 89.95% | 38,009 |
| 4 | Re-elect Keith Browne | 526,847,511 | 98.24 | 9,420,653 | 1.76 | 536,268,164 | 89.44% | 3,096,467 |
| 5 | Re-elect Dave Coplin | 523,559,612 | 97.08 | 15,764,063 | 2.92 | 539,323,675 | 89.95% | 40,956 |
| 6 | Re-elect Eddie Irwin | 474,804,431 | 88.54 | 61,460,288 | 11.46 | 536,264,719 | 89.44% | 3,099,912 |
| 7 | Re-elect Bob Ivell | 428,541,342 | 79.64 | 109,540,767 | 20.36 | 538,082,109 | 89.74% | 1,283,697 |
| 8 | Re-elect Tim Jones | 535,674,359 | 99.33 | 3,639,729 | 0.67 | 539,314,088 | 89.95% | 50,543 |
| 9 | Re-elect Josh Levy | 522,785,716 | 96.93 | 16,541,081 | 3.07 | 539,326,797 | 89.95% | 37,834 |
| 10 | Re-elect Jane Moriarty | 448,349,084 | 84.95 | 79,403,251 | 15.05 | 527,752,335 | 88.02% | 11,612,296 |
| 11 | Re-elect Phil Urban | 537,636,155 | 99.68 | 1,702,382 | 0.32 | 539,338,537 | 89.95% | 27,310 |
| 12 | Reappointment of auditor | 539,298,096 | 99.99 | 36,513 | 0.01 | 539,334,609 | 89.95% | 31,197 |
| 13 | Auditor's remuneration | 539,284,058 | 99.99 | 41,784 | 0.01 | 539,325,842 | 89.95% | 39,940 |
| 14 | Political donations | 536,559,774 | 99.51 | 2,626,247 | 0.49 | 539,186,021 | 89.93% | 179,785 |
| 15 | Authority to purchase own shares (c) | 535,382,513 | 99.30 | 3,792,930 | 0.70 | 539,175,443 | 89.93% | 190,363 |
| 16 | Notice period for meetings (c) | 536,778,096 | 99.53 | 2,553,775 | 0.47 | 539,331,871 | 89.95% | 33,935 |
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 shareholder) | VOTES WITHHELD (b) | ||
|---|---|---|---|---|---|---|---|---|
| 3 | Re-elect Amanda Brown (d) | 188,805,406 | 94.17 | 11,687,521 | 5.83 | 200,492,927 | 76.89% | 38,009 |
| 5 | Re-elect Dave Coplin (d) | 184,725,917 | 92.14 | 15,764,063 | 7.86 | 200,489,980 | 76.89% | 40,956 |
| 10 | Re-elect Jane Moriarty (d) | 109,515,389 | 57.97 | 79,403,251 | 42.03 | 188,918,640 | 72.45% | 11,612,296 |
NOTES:
- The "For" vote includes those giving the Chairman discretion.
- A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" the resolution.
- Passed as special resolutions.
- 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 UKLR 6.2.8R.
Votes "For" and "Against" are expressed as a percentage of votes received. Voting was conducted by a poll.
The Board notes the shareholder vote outcome in respect of resolution 7 concerning the re-election of the Chairman. The Company has explained the circumstances of this appointment and the Board's reasons for its recommendation in detail in its 2025 Annual Report. The Board also notes that whilst the UK Corporate Governance Code contains best practice recommendations in relation to corporate governance it acknowledges that, in individual cases, these will not all necessarily be appropriate for particular companies.
The Board also notes the independent shareholder vote outcome in respect of resolution 10 concerning the re-election of the Company's Senior Independent Director, Jane Moriarty, and is committed to continuing discussions alongside the Company's wider shareholder engagement activities.
The number of shares in issue at 6.30p.m. on 27 January 2026 was 599,582,466 of which 260,748,771 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
These results will shortly be available on the Company's website at www.mbplc.com
Denise Burton
Deputy Company Secretary
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