Result of AGM

Result of AGM

11 May 2022

Irish Continental Group plc

Result of Annual General Meeting (“AGM”)

At the AGM of Irish Continental Group plc held today, Wednesday 11 May 2022, all resolutions proposed were passed on a poll.

The full text of each resolution was included in the Notice of the Annual General Meeting published and circulated to shareholders on 8 April 2022 and which is available on the Company’s website www.icg.ie.

The table below sets out the results of the poll on each resolution.

  RESOLUTION For Against Total Votes Withheld
    Number % Number % Number Number
               
ANNUAL GENERAL MEETING            
1 To receive and consider the 2021 financial statements and the reports of the directors and auditor thereon and a review of the affairs of the Company (as an advisory resolution) 125,436,467 100.00% 0 0.00% 125,436,467 3,569
               
2 To declare a final dividend of 9.0 cent per ordinary share for the year ended 31 December 2021 125,024,750 99.67% 412,536 0.33% 125,437,286 2,750
               
3 .a To re-appoint John B. McGuckian as a director 83,643,406 77.05% 24,907,394 22.95% 108,550,800 16,889,236
3 .b To re-appoint Eamonn Rothwell as a director 118,561,486 94.52% 6,878,550 5.48% 125,440,036 0
3.c To re-appoint David Ledwidge as a director 120,767,183 96.28% 4,669,413 3.72% 125,436,596 3,440
3.d To re-appoint John Sheehan as a director 107,663,418 85.83% 17,772,049 14.17% 125,435,467 4,569
3.e To re-appoint Lesley Williams as a director 125,260,279 99.87% 159,022 0.13% 125,419,301 20,735
3.f To re-appoint Daniel Clague as a director 119,215,613 95.05% 6,203,688 4.95% 125,419,301 20,735
               
4 To authorise the directors to fix the auditors remuneration for the year ended 31 December 2022 125,434,947 100.00% 1,449 0.00% 125,436,396 3,640
               
5 To receive and consider the Report of the Remuneration Committee for the year ended 31 December 2021 (as an advisory resolution) 92,859,141 74.04% 32,551,819 25.96% 125,410,960 29,076
               
6 General authority to allot relevant securities 118,871,714 94.78% 6,550,827 5.22% 125,422,541 17,495
               
7 To disapply statutory pre-emption provisions in specified circumstances for up to 5% of issued share capital 120,298,851 99.62% 454,406 0.38% 120,753,257 4,686,779
               
8

 
To disapply statutory pre-emption provisions for up to an additional 5% of issued share capital in connection with specified transactions 120,288,851 99.62% 464,406 0.38% 120,753,257 4,686,779
               
9 To authorise the Company to make market purchases of its own shares 124,979,646 99.63% 460,261 0.37% 125,439,907 129
               
10 To authorise the Company to re-allot treasury shares 125,390,771 99.96% 45,696 0.04% 125,436,467 3,569
               
11 Authority to convene certain general meetings on 14 days notice 106,954,938 85.27% 18,478,779 14.73% 125,433,717 6,319

Resolutions 1 to 6 were proposed as ordinary resolutions and Resolutions 7 to 11 were proposed as special resolutions. Votes withheld are not a vote in law and are not considered in counting the total votes for and against.

While all resolutions were passed, the Board notes the voting result on the resolution for the re-election of the Board Chairman, John B. McGuckian, in his role as Chair of the Nominations Committee, and the advisory resolution on the Report of the Remuneration Committee. As part of ongoing engagement with shareholders ahead of the AGM, the Board received feedback from some shareholders concerning Board gender diversity and certain aspects of executive director remuneration. The Board has a clear understanding of those shareholder views and expectations and will continue its programme of engagement with shareholders on this and other matters.

Copies of the resolutions passed will be submitted to the Euronext Dublin and the UK National Storage Mechanism. These will shortly be available for inspection at Companies Announcements Office, Euronext Dublin, The Exchange, Foster Place, Dublin 2, and at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Tom Corcoran

Company Secretary


UK 100

Latest directors dealings