Coca-Cola Europacific Partners plc - Results of 2023 Annual General Meeting

The Annual General Meeting of Coca-Cola Europacific Partners plc (the "Company") was held at 1A Wimpole Street, London, W1G 0EA, United Kingdom on 24 May 2023.

All 30 resolutions put to the members were passed on a poll. Accordingly, resolutions 1 to 25 were passed as ordinary resolutions and resolutions 26 to 30 were passed as special resolutions.

The results of the polls are set out below:

Resolution

For (see note 1)

Against (see note 1)

Issued share

Votes

capital

withheld (see

Votes

%

Votes

%

represented

note 3)

by votes

(see note 2)

%

1

Receipt of the Report

401,608,982

99.99

26,657

0.01

87.53

128,634

and Accounts

2

Approval of the

Directors' Remuneration

398,060,389

99.10

3,633,330

0.90

87.54

70,554

Policy

3

Approval of the

Directors' Remuneration

326,900,982

81.46

74,386,007

18.54

87.46

477,284

Report

4

Election of Mary Harris

as a director of the

396,165,343

98.62

5,556,799

1.38

87.55

42,131

Company

5

Election of Nicolas

Mirzayantz as a director

400,647,801

99.73

1,072,640

0.27

87.55

43,832

of the Company

6

Election of Nancy Quan

as a director of the

398,247,371

99.15

3,424,603

0.85

87.54

92,299

Company

7

Re-election of Manolo

Arroyo as a director of

327,016,025

81.52

74,146,730

18.48

87.43

601,518

the Company

8

Re-election of John

Bryant as a director of

383,925,736

95.57

17,796,001

4.43

87.55

42,536

the Company

9

Re-election of José

Ignacio Comenge as a

340,400,836

84.85

60,755,599

15.15

87.43

607,838

director of the Company

10

Re-election of Damian

Gammell as a director of

399,665,278

99.49

2,051,202

0.51

87.55

47,793

the Company

11

Re-election of Nathalie

Gaveau as a director of

400,239,659

99.63

1,481,491

0.37

87.55

43,123

the Company

12

Re-election of Álvaro

Gómez-Trénor Aguilar

398,255,592

99.15

3,410,195

0.85

87.54

98,486

as a director of the

Company

13

Re-election of Thomas

H Johnson as a director

380,352,717

94.68

21,369,090

5.32

87.55

42,466

of the Company

14

Re-election of Dagmar

Kollmann as a director

396,872,734

98.79

4,849,967

1.21

87.55

41,572

of the Company

15

Re-election of Alfonso

Líbano Daurella as a

398,282,906

99.16

3,388,947

0.84

87.54

92,420

director of the Company

16

Re-election of Mark

Price as a director of the

397,432,894

98.93

4,289,121

1.07

87.55

42,258

Company

Classification - Internal

Resolution

For (see note 1)

Against (see note 1)

Issued share

Votes

capital

withheld (see

Votes

%

Votes

%

represented

note 3)

by votes

(see note 2)

%

17

Re-election of Mario

Rotllant Solá as a

398,299,343

99.16

3,371,732

0.84

87.54

93,198

director of the Company

18

Re-election of Dessi

Temperley as a director

395,888,495

98.55

5,826,476

1.45

87.55

49,302

of the Company

19

Re-election of Garry

Watts as a director of

400,282,236

99.64

1,440,199

0.36

87.55

41,838

the Company

20

Reappointment of the

394,397,371

98.18

7,312,398

1.82

87.55

54,504

Auditor

21

Remuneration of the

400,455,127

99.69

1,244,559

0.31

87.55

64,587

Auditor

22

Political Donations

400,327,265

99.84

634,426

0.16

87.38

802,582

23

Authority to allot new

390,691,176

97.26

10,997,388

2.74

87.54

75,709

shares

24

Waiver of mandatory

offer provisions set out

in Rule 9 of the

183,391,655

78.07

51,524,688

21.93

51.20

166,847,930

Takeover Code (see

note 4)

25

Approval of Long Term

398,632,467

99.24

3,054,500

0.76

87.54

77,306

Incentive Plan

26

General authority to

disapply pre-emption

398,050,840

99.38

2,465,812

0.62

87.29

1,247,621

rights

27

General authority to

disapply pre-emption

rights in connection with

397,109,783

99.14

3,462,858

0.86

87.30

1,191,632

an acquisition or

specified capital

investment

28

Authority to purchase

400,401,708

99.78

873,833

0.22

87.45

488,732

own shares on market

29

Authority to purchase

394,934,181

98.42

6,335,082

1.58

87.45

495,010

own shares off market

30

Notice period for

general meetings other

390,811,804

97.29

10,895,895

2.71

87.55

56,574

than annual general

meetings

Notes:

  1. Votes "For" and "Against" are expressed as a percentage of votes received.
  2. As at 4.30pm on Monday 22 May 2023, the time by which shareholders who wanted to attend, speak and vote at the AGM must have been entered on the Company's register of members, there were 458,846,191 ordinary shares in issue.
  3. A "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion of votes "For" or "Against" a resolution.
  4. Resolution 24 was put to the AGM as a resolution of the shareholders of the Company other than Olive Partners, S.A. ("Olive") or any concert party of Olive.

Classification - Internal

Resolution 24, being the ordinary resolution to approve the waiver by the Panel on Takeovers and Mergers under Rule 9 of the City Code on Takeovers and Mergers (the "Rule 9 waiver") in connection with the Company's buyback programme was duly passed by 78.07% of the votes cast by the independent shareholders of the Company (being shareholders other than Olive and its presumed concert parties) with 21.93% of votes against. Resolution 24 is a standing agenda item at each Annual General Meeting to enable CCEP to exercise the authorities under Resolution 28 to purchase its own shares on market and Resolution 29 to purchase its own shares off market, which were passed with majorities of 99.78% and 98.42% respectively. This will enable CCEP to make use of the option to return value to shareholders through a possible future buyback programme. Had Resolution 24 not been passed, the Company would not have been able to effect such buyback programmes, as explained in the Notice of AGM and also in the Letter to Shareholders issued via RNS on 15 May 2023. CCEP intends to continue to engage with ISS on their standing policy to recommend a vote against a Rule 9 waiver which we believe may be influencing investor decisions in this regard. In addition, CCEP will continue to engage, in normal course and as appropriate, with shareholders who did not support Resolution 24 to understand the reasons for their vote against the proposal and to continue a transparent and constructive dialogue on this topic.

Olive is currently interested in 166,128,987 shares in the Company and the Waiver does not entitle Olive to be interested in a greater number of shares. The Waiver would allow Olive's interest in shares as a percentage of the Company's total shares to increase as a result of the exercise of the Company's authorities to purchase its own shares, but only to the extent that the resulting interest of Olive, together with any concert parties, in the shares of the Company did not then exceed 40.2797%.

In accordance with Listing Rule 14.3.6R, copies of the resolutions that do not constitute ordinary business at an annual general meeting will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

CONTACTS

Company Secretariat

Investor Relations

Media Relations

Clare Wardle

Sarah Willett

Shanna Wendt

T +44 (0)20 7355 8406

T +44 (0)7970 145 218

T +44 (0)7976 595 168

ABOUT CCEP

Coca-Cola Europacific Partners is one of the world's leading consumer goods companies. We make, move and sell some of the world's most loved brands - serving 600 million consumers and helping 2 million customers across 29 countries grow. We combine the strength and scale of a large, multi-national business with an expert, local knowledge of the customers we serve and communities we support. The Company is currently listed on Euronext Amsterdam, the NASDAQ Global Select Market, London Stock Exchange and on the Spanish Stock Exchanges, trading under the symbol CCEP.

For more information about CCEP, please visit www.cocacolaep.com & follow CCEP on Twitter at @CocaColaEP.

Classification - Internal

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Coca-Cola Europacific Partners plc published this content on 25 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 May 2023 17:06:05 UTC.