Notice of EGM - 25 February 2022

RNS Number : 3632A

Glanbia PLC

01 February 2022

 

Glanbia plc

Publication of Circular and Notice of Extraordinary General Meeting

Proposed disposal by Glanbia plc of its 40% interest in

Glanbia Ireland Designated Activity Company

Further to the announcement made on 10 November 2021, Glanbia plc ("Glanbia") has today issued a shareholder circular (the "Circular") in relation to the proposed disposal by Glanbia of its 40% interest in Glanbia Ireland Designated Activity Company to Glanbia Co-operative Society Limited ("Glanbia Co-op") (the "Proposed Transaction").

Glanbia Co-op is a substantial shareholder in Glanbia for the purpose of the listing rules of Euronext Dublin and the Financial Conduct Authority (the "Listing Rules"). The Proposed Transaction is classified as a related party transaction under the Listing Rules and is conditional on the approval of Glanbia shareholders, other than the Society or persons associated with the Society. The Circular contains a notice convening an extraordinary general meeting (the "EGM"), at which such approval will be sought.

The EGM will be held at 11.00 a.m. on Friday, 25 February 2022 at Glanbia House, Kilkenny, R95 E866, Ireland.  The well-being of shareholders and our people is a primary concern for the Directors and we are closely monitoring the COVID-19 situation and any advice by the Government of Ireland in relation to the pandemic. We will take all recommendations and applicable law into account in the conduct of the EGM. Taking into account COVID-19 restrictions and in order to run the EGM as safely and efficiently as possible for our shareholders, attendance in person at the EGM may be at a limited or reduced capacity. We have therefore also arranged for the EGM to be broadcast at 11 a.m. on 25 February 2022 on a Virtual Meeting Platform. Shareholders are advised to monitor Glanbia's website, (www.glanbia.com/egm) for any update announcements regarding the EGM in the context of the evolving COVID-19 pandemic.The Circular, the Form of Proxy, and copies of the documents referred to in the Circular are available to view on Glanbia's website www.glanbia.com/egm and will be available for inspection in physical form during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Arthur Cox LLP at Ten Earlsfort Terrace, Dublin 2, D02 T380, Ireland and on Glanbia's website www.glanbia.com/egm from the date of this announcement up to and including 25 February 2022, being the date of the EGM.

Logging in to the EGM via the Virtual Meeting Platform

In addition to attendance in person, subject to any potential restrictions in force on the date of the EGM, by holders of certificated shares and duly appointed proxies, shareholders can participate in the meeting as follows: shareholders can listen live to the EGM by (a) audio webcast on the Virtual Meeting Platform which can be accessed by logging onto www.meetnow.global/GLANBIAEGM22   on the day of the EGM; or (b) dialling the conference line details of which can be accessed by logging onto the Virtual Meeting Platform. Once the shareholder has accessed www.meetnow.global/GLANBIAEGM22   from their web browser, the Shareholder will be able to join the meeting, once open, by selecting ' Join Meeting Now ' . Shareholders will then be prompted to enter their unique SRN and PIN. These can be found printed on the Form of Proxy. Access to the EGM via the audio webcast on the Virtual Meeting Platform will be available from 10 a.m. (Irish time) on 25 February 2022. The Virtual Meeting Platform can be accessed online on a shareholder's device operating a compatible browser using the latest version of Chrome, Firefox, Edge or Safari (whether by smart phone, tablet or computer). Please note that Internet Explorer is not supported. During the meeting, you must ensure you are connected to the internet at all times in order to vote when the chairman of the meeting commences polling on resolution being put to the meeting. Therefore, it is your responsibility to ensure connectivity for the duration of the meeting.  It is highly recommended that shareholders check their system capabilities in advance of the meeting day. To access the audio webcast on the Virtual Meeting Platform, shareholders or their duly appointed proxies, are advised to have their SRN and PIN as set out on their Form of Proxy available and to check our website (www.glanbia.com) for any updates. A duly appointed proxy or corporate representative should contact Computershare by emailing [e-mail] for unique log in details in order to access the EGM. If you experience any technical issues with the site you may either call the Registrar on the telephone number provided on the site or once you have entered the meeting, you can raise your question using the chat function. If you have technical issues prior to the start of the meeting you should contact our registrar on the shareholder helpline 01 2475349 (within Ireland) or + 353 1 2475349 (outside Ireland).

Shareholder Questions

Shareholders may submit questions in writing by sending a letter, and evidence of their shareholding  to arrive no later than 21 February 2022 to the Group Secretary, Glanbia plc, Glanbia House, Kilkenny, R95 E866, Ireland or by email to [e-mail] or online on the Virtual Meeting Platform by writing questions in the Q&A section of the platform during the EGM: www.meetnow.global/GLANBIAEGM22 or via a conference line which will be available once you have logged onto the Virtual Meeting Platform.

Further information in relation to the EGM

In accordance with Irish Listing Rule 6.1.59 and UK Listing Rule 14.3.6, the Circular and the related Proxy Form will be submitted to the Irish Stock Exchange t/a Euronext Dublin and the UK's National Storage Mechanism and will be available for inspection at the following locations:

· U.K. National Storage Mechanism: https://data.fca.org.uk/#/nsm/nationalstoragemechanism ;

· Euronext Dublin: Company Announcement Office, The Irish Stock Exchange t/a Euronext Dublin, 28 Anglesea Street, Dublin 2.

To download the Circular of the Extraordinary General Meeting - please go to:

http://www.rns-pdf.londonstockexchange.com/rns/3632A_1-2022-2-1.pdf .

To download the Proxy Form for the Extraordinary General Meeting - please go to:

http://www.rns-pdf.londonstockexchange.com/rns/3632A_2-2022-2-1.pdf .

Any relevant updates regarding the EGM, including any changes to the arrangements outlined in the Circular, will be announced via a Regulatory Information Service and will be available on www.glanbia.com/egm

For further information contact

Glanbia plc [phone] 

Investors

Liam Hennigan, Group Director, Strategic Planning & Investor Relations: [phone]

Media

Martha Kavanagh, Head of Corporate Communications: [phone]

 

END

 

 

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