2020 AGM Text of Resolutions

RNS Number : 5611K

Glanbia PLC

22 April 2020

 

As Ordinary Business

Resolution 1

To review the Company's affairs and receive and consider the Financial Statements for the year ended 04 January 2020 together with the reports of the Directors and the Auditors thereon.

Resolution 2

To declare a final dividend of 15.94 cent per share on the ordinary shares for the year ended 04 January 2020.

Resolution 3

By separate resolutions, to re-elect the following Directors who, in accordance with the provisions of the UK Corporate Governance Code, retire and, being eligible, offer themselves for re-election:

(a) Patsy Ahern

(b) Mark Garvey

(c) Vincent Gorman

(d) Brendan Hayes

(e) Martin Keane

(f) John Murphy

(g) Patrick Murphy

(h) Siobhán Talbot

(i) Patrick Coveney*

(j) John Daly*

(k) Donard Gaynor*

(l) Mary Minnick *

(m) Dan O'Connor*

* Conducted by way of poll.

Resolution 4

To authorise the Directors to fix the remuneration of the Auditors for the 2020 financial year.

Resolution 5

To receive and consider the Remuneration Committee report for the year ended 04 January 2020 (excluding the part containing the proposed 2018-2020 Directors' Remuneration Policy) which is set out on pages 84 to 108 of the Annual Report.

As Special Business

Resolution 6 (Special)

"That it is hereby resolved that the provision in Article 54(a) allowing for the convening of an Extraordinary General Meeting by at least fourteen Clear Days' notice (where such meetings are not convened for the passing of a special resolution) shall continue to be effective."

Resolution 7 (Ordinary)

"That the Directors of the Company be and are hereby generally and unconditionally authorised to exercise all the

powers of the Company, to allot relevant securities (within thev meaning of Section 1021 of the Companies Act 2014) up to an amount equal to the authorised but as yet unissued share capital of the Company on the date of this resolution. The power hereby conferred shall expire at close of business on the earlier of the next Annual General Meeting or 21 July 2021 unless and to the extent that such power is renewed, revoked or extended prior to such date, save the Company may make before such expiry an offer or agreement which would or might require relevant securities to be allotted after such expiry, and the Directors may allot relevant securities in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired."

Resolution 8 (Special)

"That subject to the passing of Resolution 7 in the Notice of this Meeting, the Directors of the Company are hereby empowered, pursuant to 1022 of the Companies Act 2014, to allot equity securities (as defined by Section 1023 of that Act) for cash pursuant to the authority conferred by the ordinary resolution of the Company passed as Resolution 7 in the Notice of this Meeting as if Section 1022 of that Act did not apply to any such allotment, provided that this power shall be limited to:

(a) the allotment of equity securities in connection with any rights issue or other pre-emptive issue in favour of ordinary shareholders (other than those holders with registered addresses outside the State to whom an offer would, in the opinion of the Directors, be impractical or unlawful in any jurisdiction) on the register of members at such record date as the Directors may determine where the equity securities respectively attributable to the interests of such ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them and subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with regulatory requirements, legal or practical problems in respect of overseas shareholders, fractional elements or otherwise; and

(b) the allotment of equity securities for cash (otherwise than under paragraph a. above) together with all Treasury Shares (as contemplated in Section 1078 of the Companies Act 2014) re-issued while this authority remains operable shall not exceed an aggregate nominal value equal to 5% of the nominal value of the issued share capital of the Company as at the date of this resolution;

Provided that:

i.  the power hereby conferred shall expire at the close of business on the earlier of the date on which the Annual General Meeting of the Company is held in the year 2021 and the date which is fifteen months after the date on which this resolution is passed or deemed to have been passed, unless and to the extent that such authority is renewed, revoked or extended prior to such date;

ii.  the Company may make before such expiry an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement notwithstanding that the power hereby conferred has expired; and

iii.  any power conferred on the Directors to allot equity securities in accordance with Section 1022 of that Act which is in force immediately before this resolution is passed or deemed to be passed is hereby revoked."

Resolution 9 (Special)

"That subject to the passing of Resolution 7 in the Notice of this Meeting, the Directors of the Company be and are hereby authorised to allot equity securities (as defined in the Companies Act 2014) for cash under the authority given by that resolution as if section 1022 of the Companies Act 2014 did not apply to any such allotment, provided that this authority shall be limited:

a.  to circumstances where the proceeds of any such allotment are to be used only for the purposes of financing (or re-financing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Dis-applying Pre-emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice; and

b.  so that the sum of the nominal value of all allotments made pursuant to this authority and all Treasury Shares (as contemplated in Section 1078 of the Companies Act 2014) reissued while this authority remains operable shall not exceed an aggregate nominal amount equal to 5% of the nominal value of the issued share capital of the Company as at the date of this resolution.

This authority shall expire at the end of the next Annual General Meeting of the Company or, if earlier, at the close of business on 21 July 2021 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted after the authority expires and the Board may allot equity securities under any such offer or agreement as if the authority had not expired."

Resolution 10 (Special)

"That the Company and/or any of its subsidiaries (as defined by Section 1072 of the Companies Act, 2014) be and are

hereby generally authorised to purchase on a securities market (as defined in Section 1072 of the Companies Act, 2014) shares of any class in the Company (the "Shares") on such terms and conditions and in such manner as the Directors may from time to time determine but subject, however, to the provisions of the Companies Act, 2014 and to the following restrictions and provisions:

a.  the maximum number of Shares authorised to be acquired pursuant to the terms of this resolution shall be such number of Shares whose aggregate nominal value shall equal 10 per cent of the aggregate nominal value of the issued share capital of the Company as at the close of business on the date of the passing of this resolution;

b.  the minimum price, which may be paid for any Share, shall be the nominal value of the Share;

c.  the maximum price (excluding expenses) which may be paid for any Share in the Company (a "Relevant Share") shall be the higher of:

i.  the higher of 5 per cent above the average of the closing prices of a Relevant Share taken from the Euronext Dublin Daily Official List in Dublin and the average of the closing prices of the shares taken from the Official List of the London Stock Exchange for the five business days prior to the day the purchase is made; and

ii.  the amount stipulated by Article 3(2) of Commission Delegated Regulation (EU) 2016/1052 and any corresponding provision of any replacement legislation, being the value of a Relevant Share calculated on the basis of the higher of the price quoted for:

(a) the last independent trade of; and

(b) the highest current independent bid or offer for,

any number of Relevant Shares on the trading venue where the purchase pursuant to the authority conferred by this resolution will be carried out).

The authority hereby conferred shall expire at the close of business on the earlier of the date on which the next Annual

General Meeting of the Company is held in the year 2021 and the date which is fifteen months after the date on which

this resolution is passed or deemed to have been passed, unless and to the extent that such authority is previously varied, revoked or renewed in accordance with the provisions of Section 1074 of the Companies Act, 2014. The Company or any such subsidiary may enter before such expiry into a contract for the purchase of Shares which would or might be wholly or partly executed after such expiry and may complete any such contract as if the authority conferred hereby had not expired."

Resolution 11 (Special)

"That for the purposes of Section 1078 of the Companies Act, 2014 the re-issue price range at which any treasury shares (as defined by the said Section 106 of the Companies Act 2014) for the time being held by the Company may be re-issued off-market shall be as follows:

a.  the maximum price at which a treasury share may be reissued off-market shall be an amount equal to 120% of the Appropriate Price (defined below); and

b.  the minimum price at which a treasury share may be reissued off-market shall be an amount equal to 95% of the Appropriate Price.

For the purposes of this resolution the expression "Appropriate Price" shall mean the average of the five amounts resulting from determining whichever of the following ((i), (ii) or (iii) specified below) in relation to shares of the class of which such treasury shares to be re-issued shall be appropriate in respect of each of the five business days immediately preceding the day on which the treasury share is re-issued, as determined from information published by or under the authority of Euronext Dublin reporting the business done on each of these five business days:

a.  if there shall be more than one dealing reported for the day, the average of the prices at which such dealings took place; or

b.  if there shall be only one dealing reported for the day, the price at which such dealing took place; or

c.  if there shall not be any dealing reported for the day, the average of the high and low market guide prices for the day;

and if there shall be only a high (but not a low) or a low (but not a high) market guide price reported, or if there shall not be any market guide price reported, for any particular day, then that day shall not count as one of the said five business days for the purposes of determining the Appropriate Price. If the means of providing the foregoing information as to dealings and prices by reference to which the Appropriate Price shall be determined is altered or is replaced by some other means, then the Appropriate Price shall be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on Euronext Dublin or its equivalent.

The authority hereby conferred shall expire at the close of business on the earlier of the date on which the next Annual General Meeting of the Company is held in the year 2021 and the date which is fifteen months after the date on which this resolution is passed or deemed to have been passed, unless and to the extent that such authority is previously varied or renewed in accordance with the provisions of Section 1078 of the Companies Act, 2014."

** Resolution 12 (Ordinary)

" That, subject to the adoption of Resolution 10 and having regard to the provisions of the Irish Takeover Panel Act

1997, Takeover Rules 2013, ("Takeover Rules") and the conditions attached by the Irish Takeover Panel to the grant of a waiver under Rule 37 of the Takeover Rules as described in the Circular containing the Notice of this Meeting, it is hereby agreed and confirmed that the Company and its subsidiaries may purchase shares in the Company pursuant

to the authority in Resolution 10 without Glanbia Co-operative Society Limited and the persons presumed to be acting

in concert with it being obliged to make an offer to the shareholders of the Company pursuant to Rule 37, provided

that:

a.  the maximum number of shares that may be purchased under this authority shall not exceed 29,604,568 shares (being equivalent to 10% of the current issued share capital of the Company);

b.  in circumstances where no shares are acquired by Directors of the Company pursuant to the authorities in Resolutions 13 or 14, such purchases do not cause the percentage of the issued share capital of the Company held by Glanbia Co-operative Society Limited and persons presumed to be acting in concert with it to exceed 35.24%; and

c.  in circumstances where shares are acquired by Directors of the Company pursuant to the authorities in Resolutions 13 or 14, such purchases do not cause the percentage of the issued share capital of the Company held by Glanbia Co-operative Society Limited and persons presumed to be acting in concert with it to exceed 37.32%.

The authority hereby conferred shall expire on the expiry of the authority conferred by Resolution 10."

** Resolution 13 (Ordinary)

"That having regard to the provisions of the Takeover Rules and the conditions attached by the Irish Takeover Panel to

the grant of a waiver under Rule 9 of the Takeover Rules as described in the Circular containing the Notice of this Meeting, it is hereby agreed and confirmed that Executive Directors of the Company may acquire shares in the Company pursuant to any employees' share scheme (as defined in Section 64 of the Companies Act 2014) without Glanbia Co-operative Society Limited and the persons presumed to be acting in concert with it being obliged to make an offer to the shareholders of the Company pursuant to Rule 9 provided that:

a.  . the maximum number of shares that may be purchased under this authority shall not exceed 5,200,000 shares (being equivalent to 1.76% of the current issued share capital of the Company);

b.  in circumstances where no shares are acquired by the Company or the Directors of the Company pursuant to the authorities in Resolutions 12 or 14, such acquisitions do not cause the percentage of the issued share capital of the Company held by Glanbia Co-operative Society Limited and persons presumed to be acting in concert with it to exceed 33.48%; and

c.  in circumstances where shares are acquired by the Company or the Directors of the Company pursuant to the authorities in Resolutions 12 or 14, such acquisitions do not cause the percentage of the issued share capital of the Company held by the Society and persons presumed to be acting in concert with it, to exceed 37.32%."

The authority conferred by Resolution 13 at the 2013 Annual General Meeting of the Company is hereby revoked and

replaced by the authority hereby conferred on the basis that this authority shall not expire until it is revoked or until the limits specified above are exhausted."

** Resolution 14 (Ordinary)

" That having regard to the provisions of the Takeover Rules and the conditions attached by the Irish Takeover Panel to the grant of a waiver under Rule 9 of the Takeover Rules as described in the Circular containing the Notice of this Meeting, it is hereby agreed and confirmed that so long as the Company is not in an offer period and unless otherwise notified to the Company in writing by the Irish Takeover Panel, any Director of the Company may purchase up to 20,000 shares in the Company in any 12 month period without Glanbia Cooperative Society Limited and the persons presumed to be acting in concert with it being obliged to make an offer to the shareholders of the Company pursuant to Rule 9 provided that;

a.  in circumstances where no shares are acquired by the Company or the Directors of the Company pursuant to the authorities in Resolutions 12 or 13, such purchases do not cause the percentage of the issued share capital of the Company held by Glanbia Co-operative Society Limited and persons presumed to be acting in concert with it to exceed 31.83%; and

b.  in circumstances where shares are acquired by the Company or the Directors of the Company pursuant to the authorities in Resolutions 12 or 13, such purchases do not cause the percentage of the issued share capital of the Company held by Glanbia Co-operative Society Limited and persons presumed to be acting in concert with it, to exceed 37.32%.

The authority hereby conferred shall expire at the commencement of the next Annual General Meeting of the

Company to be held in 2021."

** Resolutions 12 to 14 were conducted by way of a poll. Glanbia Co-operative Society Limited and all of its directors and the Directors of the Company undertook not to vote on Resolutions 12 to 14.

 

END

 

 

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