Result of AGM and Change of Name
May 09 2008 - 2:00PM
UK Regulatory
9th May 2008
AGA FOODSERVICE GROUP PLC
RESULT OF ANNUAL GENERAL MEETING AND CHANGE OF COMPANY NAME
Aga Foodservice Group plc (the "Company") is pleased to announce the results
of the resolutions proposed at the Annual General Meeting held earlier today.
Full details of the voting on each resolution are given below. Resolutions
1 to 10 and 12 to 15 were duly passed unanimously on a show of hands. Resolution
11, a special resolution to authorise the directors to disapply pre-emption
rights, was not passed.
With effect from 9th May 2008 and pursuant to the special resolution passed at
the Annual General Meeting, the Company has changed its name to Aga Rangemaster
Group plc.
The proxy votes cast in respect of the resolution were as follows:
Company Name: Aga Foodservice Group plc
Meeting Date: 9th May 2008
Number of cards (shareholders) at meeting date: 1,089
Issued share capital at meeting date: 115,341,400
Number of votes per share: 1
Meeting type AGM/EGM: AGM
Resolution (No. as noted on proxy Votes Votes Votes Poll
form) For Against Marked As Yes/No
Votes
Withheld/
Abstentions
1 To receive and adopt the annual 48,434,650 6,107 1,148 No
report and accounts
2 To approve the directors' 48,274,255 55,923 111,727 No
remuneration report
3 To declare a final dividend of 48,440,396 1,373 136 No
7.65pence per ordinary share
4 To re-elect Ms. H. M. Mahy as 48,397,315 36,954 7,636 No
a director
5 To re-elect Mr. S. M. Smith as 48,407,794 24,885 9,226 No
a director
6 To re-elect Mr W. B. McGrath as 48,402,703 29,625 9,577 No
a director
7 To re-elect Mr J. Coleman as 48,393,398 37,062 11,445 No
a director
8 To reappoint the auditors, 47,262,152 397,336 782,417 No
Ernst & Young LLP
9 To authorise the directors to 48,114,116 322,798 4,991 No
determine the auditors'
remuneration
10 To authorise the directors to 48,184,896 229,767 27,242 No
allotsecurities pursuant to S.80
Companies Act 1985
11 To dis-apply pre-emption rights 25,863,626 22,549,560 28,719 No
rights pursuant to S.95
Companies Act 1985
12 To authorise the Company to make 48,386,676 32,806 22,423 No
market purchases of its ordinary
shares pursuant to S.163(3)
Companies Act 1985
13 To change the name of the Company 48,374,436 21,893 45,576 No
to Aga Rangemaster Group plc
14 To adopt the Aga Rangemaster 48,376,866 36,830 28,209 No
Group plc Sharesave Plan
15 To amend the Aga Foodservice Group 48,335,952 46,031 62,922 No
Long-Term Incentive Plan rules
Notes:
(i) The "Votes For" figures include those votes giving the Chairman discretion
on casting the votes.
(ii) A "Vote Withheld" is not a vote in law and is not counted in the total
number of votes cast on a resolution.
(iii) Resolution Nos 1 to 10, 14 & 15 were ordinary resolutions, requiring more
than 50% of shareholder votes to be For the resolutions.
(iv) Resolution Nos 11 to 13 were special resolutions, requiring not less than
75% of shareholder votes to be For the resolutions.
Certified copies of the document setting out the resolutions passed as special
business (as defined by the Listing Rules of the Financial Services Authority)
by the Company at the meeting have been submitted to the Document Viewing
Facility of the Financial Services Authority. These copies will shortly be
available for viewing at the Document Viewing Facility, at the address below,
from 9.00am to 5.30pm on every weekday except bank holidays.
Document Viewing Facility
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Tel: 020 7066 1000
Printed copies of the resolutions passed as special business may be obtained in
writing to The Company Secretary, Aga Foodservice Group plc, 4 Arleston Way,
Shirley, Solihull B90 4LH. The resolutions and the number of proxy votes
received will also be posted on the Company's website, www.agarangemaster.com.
All defined terms used in this announcement shall have the same meaning as in
the Notice of Annual General Meeting issued to Shareholders dated 28th March
2008.
Enquiries
P M Sissons, Company Secretary 0121 711 6090
END
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