Result of AGM

RNS Number : 8358X

Glanbia PLC

06 May 2021

 

GLANBIA PLC ("THE COMPANY")

The Directors of Glanbia plc (the "Company") are pleased to announce that all the resolutions put to its Annual General Meeting ("AGM") held earlier today, Thursday 6 May 2021, were duly passed on a poll.

The full text of each resolution was included in the Notice of the AGM of the Company published on the Company's website www.glanbia.com on 22 March 2021 and, where requested, were posted to shareholders on 29 March 2021.

In accordance with the Listing Rules copies of the resolutions passed at the AGM 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

https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Results of AGM

Resolutions 1 to 11 were passed on a poll by all shareholders present and voting.

Resolutions 3(i) to 3(n) were passed on a poll both by all 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).* 

Resolutions 12 and 13 were passed on a poll by the independent shareholders present and voting (that is the shareholders of the Company entitled to vote on the waiver of obligations under Rules 9 and 37 of the Takeover Rules of the Irish Takeover Panel Act 1997 who are not controlling shareholders (i.e. those shareholder(s) that exercise or control more than 30% of the voting rights of the Company) and persons deemed to be acting in concert with them under Takeover Rule 3.3(b) of Part A of the Takeover Rules .** 

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.***

No questions were received ahead of the meeting.

THE RESULTS OF THE POLL WERE AS FOLLOWS:  

No.	Resolution Description	VOTES FOR	%	VOTES AGAINST	%	VOTES TOTAL (EXCL. WITHHELD)	VOTES WITH-HELD***	% WITH-HELD	VOTES TOTAL (INCL. WITHHELD)
1	To review the Company's affairs and receive and consider the Financial Statements for the year ended 2 January 2021 together with the reports of the Directors  and the Auditors thereon	171,444,684	100.00	2,746	0.00	171,447,430	730	0.00	171,448,160
2	To declare a final dividend of 15.94 cent per share on the ordinary shares for the year ended 2 January 2021	171,429,508	99.99	17,922	0.01	171,447,430	730	0.00	171,448,160
By separate resolutions, to re-elect the following Directors who, in accordance with the provisions of the UK Corporate Governance Code, being eligible, offer themselves for re-election:
3A	Patsy Ahern	163,427,018	95.38	7,907,260	4.62	171,334,278	113,882	0.07	171,448,160
3B	Mark Garvey	164,664,577	96.04	6,781,525	3.96	171,446,102	2,058	0.00	171,448,160
3C	Vincent Gorman	163,419,994	95.38	7,914,652	4.62	171,334,646	113,514	0.07	171,448,160
3D	Brendan Hayes	163,408,902	95.31	8,038,200	4.69	171,447,102	1,058	0.00	171,448,160
3E	John G Murphy	163,405,561	95.31	8,041,541	4.69	171,447,102	1,058	0.00	171,448,160
3F	John Murphy	163,879,823	95.65	7,453,823	4.35	171,333,646	114,514	0.07	171,448,160
3G	Patrick Murphy	163,425,201	95.32	8,021,901	4.68	171,447,102	1,058	0.00	171,448,160
3H	Siobhán Talbot	169,517,903	98.87	1,929,527	1.13	171,447,430	730	0.00	171,448,160
3I	Roisin Brennan	166,864,031	99.99	16,311	0.01	166,880,342	4,567,818	2.66	171,448,160
3I*	Roisin Brennan	77,983,201	99.98	16,311	0.02	77,999,512	4,567,818	5.53	82,567,330
3J	Patrick Coveney	161,648,331	99.75	403,731	0.25	162,052,062	9,396,098	5.48	171,448,160
3J*	Patrick Coveney	72,767,501	99.45	403,731	0.55	73,171,232	9,396,098	11.38	82,567,330
3K	Paul Duffy	166,807,375	99.96	73,967	0.04	166,881,342	4,566,818	2.66	171,448,160
3K*	Paul Duffy	77,926,545	99.91	73,967	0.09	78,000,512	4,566,818	5.53	82,567,330
3L	Donard Gaynor	163,545,026	98	3,335,316	2	166,880,342	4,567,818	2.66	171,448,160
3L*	Donard Gaynor	74,664,196	95.72	3,335,316	4.28	77,999,512	4,567,818	5.53	82,567,330
3M	Jane Lodge	166,682,576	99.88	198,766	0.12	166,881,342	4,566,818	2.66	171,448,160
3M*	Jane Lodge	77,801,746	99.75	198,766	0.25	78,000,512	4,566,818	5.53	82,567,330
3N	Dan O'Connor	161,062,542	99.39	990,131	0.61	162,052,673	9,395,487	5.48	171,448,160
3N*	Dan O'Connor	72,181,712	98.65	990,131	1.35	73,171,843	9,395,487	11.38	82,567,330
4	To authorise the Directors to fix the remuneration of the Auditor for the 2021 financial year.	171,441,183	100	3,184	0	171,444,367	3,793	0.00	171,448,160
5	To receive and consider the Remuneration Committee Report for the year ended 2 January 2021 (excluding the part containing the Directors' Remuneration Policy)	171,016,506	99.75	420,026	0.25	171,436,532	11,628	0.01	171,448,160
6	Special Resolution: Approval to call Extraordinary General Meeting on 14 days' notice.	166,904,364	97.35	4,540,260	2.65	171,444,624	3,536	0.00	171,448,160
7	Ordinary Resolution: Authorisation to allot relevant securities.	157,509,732	91.87	13,933,679	8.13	171,443,411	4,749	0.00	171,448,160
8	Special Resolution: Routine Dis-application of pre-emption rights.	169,911,020	99.11	1,527,202	0.89	171,438,222	9,938	0.01	171,448,160
9	Special Resolution: Dis-application of pre-emption rights for an additional 5% for specific transactions.	171,380,761	99.96	60,961	0.04	171,441,722	6,438	0.00	171,448,160
10	Special Resolution: Authorisation of market purchases of the Company's own shares	171,127,680	99.83	291,464	0.17	171,419,144	29,016	0.02	171,448,160
11	Special Resolution: Determination of the price range for the re-issue of treasury shares off-market.	171,394,248	99.98	27,030	0.02	171,421,278	26,882	0.02	171,448,160
12	Ordinary Resolution: Rule 37 waiver resolution in respect of market purchases of the Company's own shares.** +	53,610,403	68.94	24,157,489	31.06	77,767,892	93,680,268	54.64	171,448,160
13	Ordinary Resolution: Rule 9 waiver resolution in respect of share acquisitions by Directors.**	74,369,020	95.63	3,396,254	4.37	77,765,274	93,682,886	54.64	171,448,160

+ Note: Notwithstanding that Resolution 12 was passed on a poll by the independent shareholders' present and voting, in accordance with the UK Corporate Governance Code, the Company will engage with shareholders, in so far as the resolution remain appropriate, in order to understand the reasons behind the significant proxies received against resolution 12 and, where appropriate, will publish an update on the views received from shareholders and actions taken no later than 6 November 2021.   Resolution 12 was approved by a 68.94 % majority.

Resolution 12

Under Rules 9 and 37 of the Irish Takeover Panel Act 1997, Takeover Rules 2013, ("Takeover Rules"), when any person, or persons acting in concert, holds 30% or more but less than 50% of the voting rights exercisable at a general meeting of a relevant company, and the percentage represented by the voting rights in the company conferred by the securities held by that person, or persons acting in concert, increases by   more than 0.05% in any twelve month period wholly or partly by reasons of: (a) the acquisition of securities in the compa n y (in the case of   Rule 9); or (b) the redemption or purchase by that company of any of its own securities (in the case of Rule 37), such person or, in the case of persons acting in concert, such one or more of those persons as the Irish Takeover Panel shall direct, would normally be required to extend a general offer to all the other shareholders in the company to purchase their shares.

Given the shareholding of Glanbia Co-operative Society Limited (the "Society") is between 30% and 50% , t he rule 37 waiver sought was to permit the maximum percentage increase in the interest of the Society (and persons deemed to be acting in concert with them under Takeover Rule 3.3(b) of Part A of the Takeover Rules) in the event that all of the share buyback authority approved in Resolution 10 was utilised and neither the Society nor any of the persons deemed to be acting in concert with them dispose of any of their shares under the share buyback programme and that the director share acquisitions under Rule 9 approved in Resolution 13 and Resolution 13 of the 2020 AGM were to occur. 

6 May 2021

For further information contact:

Michael Horan, Group Secretary

Tel: [phone]

 

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