Result of AGM

RNS Number : 0029X

Glanbia PLC

24 April 2019

 

Glanbia plc ("the Company")

The Directors of the Company wish to announce that all resolutions proposed at the Annual General Meeting of the Company held on 24 April 2019 were passed, results of which are set out below. The full text of each resolution is set out below and was also included in the Notice of the Annual General Meeting of the Company circulated to Shareholders on 19 March 2019 and made available on the Company's website www.glanbia.com.

In accordance with the Listing Rules copies of the resolutions passed at the Annual General Meeting of the Company have been forwarded to both Euronext Dublin and the UK National Storage Mechanism and will shortly be available for inspection at the following locations:-

Companies Announcements Office,

Euronext Dublin,

28 Anglesea Street,

Temple Bar,

Dublin 2,

Ireland

and

http://www.morningstar.co.uk/uk/NSM

Results of AGM

Each of resolutions 1 to 9 proposed at the Company's Annual General Meeting held on 24 April 2019 (save as provided otherwise herein) were carried on a show of hands.  Results of the proxy votes received for each resolution are outlined below.

Resolutions 3(k) to 3(n) were passed on a poll both by all the shareholders present and voting and all the independent shareholders present and voting (that is the shareholders of the Company entitled to vote on the election of the Directors who are not controlling shareholders (i.e. those shareholder(s) that exercise or control more than 30% of the voting rights of the Company).  The results of the voting, on each resolution on each basis, are outlined below.

		For		Against		Total excluding withheld***		Withheld		Total including withheld
No	Resolution	Votes/Shares	%	Votes/Shares	%	Votes/Shares	%	Votes/Shares	%	Votes/Shares	%
1	To review the Company's affairs and receive and consider the financial statements for the year ended 29 December 2018 together with the reports of the Directors and the Auditor thereon	204,063,916	99.99%	14,042	0.01%	204,077,958	100.00%	124,080	0.06%	204,202,038	100.00%
2	To declare a final dividend of 14.49 cent per share on the ordinary shares for the year ended 29 December 2018	204,190,071	99.99%	11,679	0.01%	204,201,750	100.00%	388	0.00%	204,202,138	100.00%
To re-elect the following Directors, in accordance with the provisions of the UK Corporate Governance  Code, who retire and, being eligible, offer themselves for re-election:
3a	Patsy Ahern	176,787,793	87.43%	25,428,124	12.57%	202,215,917	100.00%	1,986,221	0.97%	204,202,138	100.00%
3b	Jer Doheny	176,787,793	87.43%	25,428,124	12.57%	202,215,917	100.00%	1,986,221	0.97%	204,202,138	100.00%
3c	Mark Garvey	195,865,480	95.92%	8,330,557	4.08%	204,196,037	100.00%	6,101	0.00%	204,202,138	100.00%
3d	Vincent Gorman	176,787,403	87.42%	25,428,827	12.58%	202,216,230	100.00%	1,985,908	0.97%	204,202,138	100.00%
3e	Brendan Hayes	176,718,609	87.39%	25,497,308	12.61%	202,215,917	100.00%	1,986,221	0.97%	204,202,138	100.00%
3f	Martin Keane	176,819,692	87.44%	25,396,225	12.56%	202,215,917	100.00%	1,986,221	0.97%	204,202,138	100.00%
3g	John Murphy	176,718,706	87.39%	25,497,291	12.61%	202,215,997	100.00%	1,986,141	0.97%	204,202,138	100.00%
3h	Patrick Murphy	176,787,873	87.43%	25,428,124	12.57%	202,215,997	100.00%	1,986,141	0.97%	204,202,138	100.00%
3i	Eamon Power	176,717,512	87.39%	25,498,405	12.61%	202,215,917	100.00%	1,986,221	0.97%	204,202,138	100.00%
3j	Siobhán Talbot	196,301,300	96.13%	7,892,550	3.87%	204,193,850	100.00%	5,015	0.00%	204,198,865	100.00%
3k	Patrick Coveney (All Shareholders)*	191,643,641	93.61%	13,078,927	6.39%	204,722,568	100.00%	12,575	0.01%	204,735,143	100.00%
3k	Patrick Coveney (Independent Shareholders)*	95,185,575	87.92%	13,078,927	12.08%	108,264,502	100.00%	12,575	0.01%	108,277,077	100.00%
3l	Donard Gaynor (All Shareholders)*	191,451,470	93.52%	13,273,455	6.48%	204,724,925	100.00%	11,801	0.01%	204,736,726	100.00%
3l	Donard Gaynor (Independent Shareholders)*	94,993,404	87.74%	13,273,455	12.26%	108,266,859	100.00%	11,801	0.01%	108,278,660	100.00%
3m	Paul Haran (All Shareholders)*	185,225,076	91.45%	17,308,002	8.55%	202,533,078	100.00%	2,199,269	1.07%	204,732,347	100.00%
3m	Paul Haran (Independent Shareholders)*	88,767,010	83.68%	17,308,002	16.32%	106,075,012	100.00%	2,199,269	2.03%	108,274,281	100.00%
3n	Dan O' Connor (All Shareholders)*	191,539,396	93.56%	13,181,799	6.44%	204,721,195	100.00%	11,721	0.01%	204,732,916	100.00%
3n	Dan O' Connor (Independent Shareholders)*	95,081,330	87.82%	13,181,799	12.18%	108,263,129	100.00%	11,721	0.01%	108,274,850	100.00%
4	To authorise the Directors to fix the remuneration of the Auditor for the 2019 financial year	204,142,716	99.98%	46,459	0.02%	204,189,175	100.00%	11,788	0.01%	204,200,963	100.00%
5	To receive and consider the Remuneration Committee report for the year ended 29 December 2018 (excluding the part containing the proposed 2018-2020 Directors' Remuneration policy)**	160,590,836	78.69%	43,492,339	21.31%	204,083,175	100.00%	117,788	0.06%	204,200,963	100.00%
6	Ordinary resolution: Authority to allot relevant securities	203,861,537	99.84%	334,138	0.16%	204,195,675	100.00%	5,288	0.00%	204,200,963	100.00%
7	Special resolution: Disapplication of pre-emption rights	204,180,675	99.99%	15,000	0.01%	204,195,675	100.00%	5,288	0.00%	204,200,963	100.00%
8	Special resolution:  Authority to allot on a non-pre-emptive basis and for cash up to a further 5% of the issued share capital in connection with an acquisition or a capital investment	194,546,583	95.27%	9,649,091	4.73%	204,195,674	100.00%	5,288	0.00%	204,200,962	100.00%
9	Special resolution: Authorisation to retain the power to hold EGMs on 14 days notice	200,884,336	98.38%	3,308,743	1.62%	204,193,079	100.00%	7,884	0.00%	204,200,963	100.00%
	*** As votes withheld are not votes in law, they are not taken into account in the calculation of the proportion of the votes For and Against or in the Total Votes

Resolutions

Resolution 1

To review the Company's affairs and receive and consider the Financial Statements for the year ended 29 December 2018 together with the reports of the Directors and the Auditors thereon.

Resolution 2

To declare a final dividend of 14.49 cent per share on the ordinary shares for the year ended 29 December 2018.

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) Jer Doheny

(c) Mark Garvey

(d) Vincent Gorman

(e) Brendan Hayes

(f) Martin Keane

(g) John Murphy

(h) Patrick Murphy

(i) Eamon Power

(j) Siobhán Talbot

(k) Patrick Coveney*

(l) Donard Gaynor*

(m) Paul Haran*

(n) Dan O'Connor*

* Conducted by way of poll.

Hugh McGuire and Brian Phelan retired at the conclusion of the Annual General Meeting and accordingly did not offer themselves up for re-election.

Resolution 4

To authorise the Directors to fix the remuneration of the Auditors for the 2019 financial year.

Resolution 5

To receive and consider the Remuneration Committee report for the year ended 29 December 2018 (excluding the part containing the proposed 2018-2020 Directors' Remuneration Policy) which is set out on pages 80 to 101 of the Annual Report.

** Note: In accordance with the UK Corporate Governance Code, the Company will engage with shareholders in order to understand the reasons behind the proxies received against resolution 5 and will publish an update on the views received from shareholders and actions taken no later than 24 October 2019.

As Special Business

Resolution 6 (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 the 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 23 July 2020 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 7 (Special)

"That subject to the passing of Resolution 6 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 6 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 2020 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 8 (Special)

"That subject to the passing of Resolution 6 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 23 July 2020 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 9 (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."

24 April 2019

For further information contact:

Michael Horan, Group Secretary

Tel: [phone]

 

END

 

 

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