Mitchells & Butlers : Annual General Meeting 2021

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 VOTED	VOTES 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