Result of AGM

FBD Holdings PLC

09 May 2024

 

FBD Holdings plc

9 May 2024

Result of Annual General Meeting

All of the ordinary and special resolutions proposed at the Annual General Meeting of FBD Holdings plc held on 9 May 2024 were duly passed by the requisite majorities on a show of hands at the meeting.

The number of shares with voting rights in issue on 9 May 2024 is 40,769,476 (excluding 164,005 Treasury Shares in issue). Details of the numbers of shares in respect of which valid proxy appointments had been made in advance of the meeting are set out below. Details of the resolutions are contained in the 2024 Notice of Annual General Meeting which is available on the Company's website www.fbdgroup.com.

This announcement will also be made available on the Company's website in the "Investors" section.

No	Matter	Total Voted excluding withheld	Total For	Against	Withheld
1	To receive and consider the Report of the Directors and the Financial Statements for the year ended 31 December 2023	29,293,368	29,293,368	0	0
	Percentage		100.000%	0.000%
2	To declare a dividend on the 14% Non-Cumulative Preference Shares	29,293,368	29,293,226	142	0
	Percentage		100.000%	0.000%
3	To declare a dividend on the 8% Non-Cumulative Preference Shares	29,293,043	29,292,901	142	325
	Percentage		100.000%	0.000%
4	To declare a Final Dividend of 100 cent per Ordinary Share	29,293,368	29,293,368	0	0
	Percentage		100.000%	0.000%
5	To receive and consider the Report on Directors Remuneration appearing in the Financial Statements for the year ended 31 December 2023	29,293,368	29,293,368	0	0
	Percentage		100.000%	0.000%
6a	To re-elect Mary Brennan as Director	29,293,368	29,200,991	92,377	0
	Percentage		99.685%	0.315%
6b	To re-elect Sylvia Cronin as Director	29,293,368	29,291,668	1,700	0
	Percentage		99.994%	0.006%
6c	To re-elect Tim Cullinan as Director	29,293,368	29,293,368	0	0
	Percentage		100.000%	0.000%
6d	To re-elect Liam Herlihy as Director	29,293,368	28,679,585	613,783	0
	Percentage		97.905%	2.095%
6e	To re-elect Patrick Murphy as Director	29,293,368	29,293,368	0	0
	Percentage		100.000%	0.000%
6g	To re-elect John O'Dwyer as Director	29,293,368	29,063,354	230,014	0
	Percentage		99.215%	0.785%
6h	To re-elect Tomás Ó Midheach as Director	29,293,368	29,293,368	0	0
	Percentage		100.000%	0.000%
6i	To re-elect Richard Pike as Director	29,293,368	29,293,368	0	0
	Percentage		100.000%	0.000%
6j	To re-elect Jean Sharp as Director	29,293,368	29,200,991	92,377	0
	Percentage		99.685%	0.315%
6k	To re-elect Kate Tobin as Director	29,293,368	29,293,368	0	0
	Percentage		100.00%	0.000%
7	To authorise the Directors to fix the remuneration of the Auditors	29,293,368	29,291,368	2,000	0
	Percentage		99.993%	0.007%
8	To renew the Directors authority to allot shares	29,293,368	29,174,357	119,011	0
	Percentage		99.594%	0.406%
9	To approve a limited disapplication of Pre-emption Rights	29,293,368	29,287,898	5,470	0
	Percentage		99.981%	0.019%
10	To approve the Directors' additional authority to issue ordinary shares on a non-pre-emptive basis for cash in the case of an acquisition or specified capital investment	29,293,368	28,215,333	1,078,035	0
	Percentage		96.320%	3.680%
11	To authorise the Company to make market purchase of Own Shares	29,293,368	29,292,338	1,030	0
	Percentage		99.996%	0.004%
12	To set the off-market re-issue price range for the Company's share held in treasury	29,293,368	29,291,256	2,112	0
	Percentage		99.993%	0.007%
13	To maintain the authority to convene an EGM by 14 Days Notice	29,293,368	29,198,444	94,924	0
	Percentage		99.676%	0.324%
14	To authorise the Directors to delist the ordinary shares from the Official List of the Financial Conduct Authority and to remove the ordinary shares from trading on the London Stock Exchange plc's Main Market	24,421,076	24,419,496	1580	0
	Percentage		99.994%	0.006%

UK Delisting Update

Following the passing of the UK Delisting Resolution, the Company will make applications to the Financial Conduct Authority ("FCA") to cancel the listing of the Ordinary Shares on its Official List and to trading on the London Stock Exchange's Main Market for listed securities. It is anticipated that the last day of dealings of the Company's Ordinary Shares on the London Stock Exchange will be Friday, 7 June 2024. Cancellation of the listing of the Ordinary Shares on the Official List of the FCA is expected to take effect at 8:00 am on Monday, 10 June 2024, being not less than 20 Business Days from the passing of the UK Delisting Resolution as required by the Listing Rules.  FBD's primary listing of its ordinary shares on the Main Market of Euronext Dublin will be unaffected.

-        A Vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "For" or "Against" any resolution.

-        Proxy votes which gave discretion to the Chair of the Annual General Meeting have been included in the "Votes For" total of the appropriate resolution.

-        Resolution 6f did not go ahead at the AGM due to the untimely death of Mr David O'Connor.

For Reference

FBD Holdings plc	Telephone
Nadine Conlon, Company Secretary	00353 87 3844435

About FBD Holdings plc

FBD is one of Ireland's largest property and casualty insurers looking after the insurance needs of farmers, private individuals and business owners.

The following details relate to FBD's ordinary shares of €0.60 each which are publicly traded:

Listing	Euronext Dublin	Financial Conduct Authority
Listing Category	Primary	Premium (Equity)
Trading Venue	Euronext Dublin	London Stock Exchange
Market	Main Securities Market	Main Market
ISIN	IE0003290289	IE0003290289
Ticker	FBD.I or EG7.IR	FBH.L

FBD Holdings plc, FBD House, Bluebell, Dublin 12

Registered in Dublin, Ireland Registered Number 135882

 

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