42 Franchise Brands plc Annual Report and Accounts 2018 Dividends A final dividend of 0.33p per share was paid on 15 May 2018 in respect of the 2017 financial year. An interim dividend of 0.21p per share in respect of the 2018 financial year was paid on 13 September 2018. The Directors are recommending a final dividend of 0.46p per share which, subject to shareholders’ approval at the AGM, will be paid on 20 May 2019 to shareholders on the register at the close of business on 3 May 2019. Share capital The Company’s entire issued share capital comprises Ordinary shares of 0.5 pence each. Note 20 to the financial statements summarises the number in issue during 2018. Voting rights On a show of hands every member who (being an individual) is present in person or by proxy or (being a corporation) is present by a duly authorised representative and is entitled to vote shall upon a show of hands have one vote and on a poll every member who is present in person or by proxy or corporate representative and entitled to vote shall have one vote for every share of which he is the holder. Where a registered holder or any other person appearing to be interested in such shares fails to comply with any notice given by the Company under section 793 of the Act, then not earlier than 14 days after service of such notice the shares in question may be disenfranchised. Statutory disclosures In accordance with The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 the Directors disclose the following information: • The Company’s capital structure and voting rights are detailed on page 42. There are no restrictions on voting rights nor any agreement between holders of securities that result in restrictions on the transfer of securities or on voting rights; • There exist no securities carrying special rights with regard to the control of the Company; • Details of the substantial shareholders and their shareholdings in the Company are detailed on page 41; • The rules concerning the appointment and replacement of Directors, amendment to the Articles of Association and powers to issue or buy back the Company’s shares are contained in the Articles of Association of the Company and the Companies Act 2006; • There exist no agreements to which the Company is party that may affect its control following a takeover bid; and • There exist no agreements between the Company and its Directors providing for compensation for loss of office that may occur because of a takeover bid. Branches There are no branches of the Company outside the UK. Political and charitable donations No political or charitable donations were made or political expenditure incurred during the period. Auditor A resolution to reappoint BDO LLP as auditor will be proposed at the AGM. A tender in respect of the external audit of the Company and Group was last conducted in 2017. Financial instruments and risk management The Company’s use of financial instruments and its financial risk management objectives and policies are set out in Note 3 of the financial statements. Annual General Meeting The 2019 Annual General Meeting of the Company will be held on 23 April 2019, the business of which is set out in the Notice of Meeting. A circular containing the Notice of Meeting and an explanatory letter from the Chairman is being posted to shareholders and is also available on the Company’s website. Approved by the Board. Chris Dent Chief Financial Officer 12 March 2019 DIRECTORS’ REPORT continued