30 April 2021
Regulatory Announcement
Smurfit Kappa Group plc
("Smurfit Kappa" or the "Company")
Results of Annual General Meeting
Smurfit Kappa announces that all resolutions proposed at the Annual General Meeting ("AGM") of the Company held today, 30 April 2021, were duly passed by way of a poll.
Resolutions 1 to 8 (inclusive) and Resolution 13 were passed as ordinary resolutions and resolutions 9 to 12 (inclusive) were passed as special resolutions. The full text of each resolution was set out in the Notice of AGM which was posted and made available to shareholders on 29 March 2021 (the "Notice"). The Notice is available on the Company's website at https://www.smurfitkappa.com/investors/agm
The results of the poll in respect of each resolution are as follows:
Resolution |
FOR |
% |
AGAINST |
% |
TOTAL VOTES |
|
VOTES WITHHELD* |
Resolution 1 Consideration of financial statements and reports of Directors and Statutory Auditor thereon |
155,921,074 |
100.00 |
0 |
0.00 |
155,921,074 |
|
1,342,026 |
Resolution 2 Consideration of the Directors' Remuneration Report |
150,927,438 |
96.17 |
6,020,064 |
3.83 |
156,947,502 |
|
315,598 |
Resolution 3 Consideration of the Remuneration Policy |
146,576,022 |
93.96 |
9,420,688 |
6.04 |
155,996,710 |
|
1,266,390 |
Resolution 4 Declaration of dividend |
156,977,058 |
99.82 |
283,680 |
0.18 |
157,260,738 |
|
2,362 |
Resolution 5 Election of Ms. Kaisa Hietala as a Director of the Company |
156,742,877 |
99.67 |
517,861 |
0.33 |
157,260,738 |
|
2,362 |
Resolution 6(a) Re-election of Irial Finan |
145,640,064 |
92.62 |
11,620,674 |
7.38 |
157,260,738 |
|
2,362 |
Resolution 6(b) Re-election of Anthony Smurfit |
154,832,632 |
98.46 |
2,427,319 |
1.54 |
157,259,951 |
|
3,149 |
Resolution 6(c) Re-election of Ken Bowles |
154,482,764 |
98.23 |
2,777,974 |
1.77 |
157,260,738 |
|
2,362 |
Resolution 6(d) Re-election of Anne Anderson |
156,738,597 |
99.67 |
522,141 |
0.33 |
157,260,738 |
|
2,362 |
Resolution 6(e) Re-election of Frits Beurskens |
151,365,023 |
96.25 |
5,895,715 |
3.75 |
157,260,738 |
|
2,362 |
Resolution 6(f) Re-election of Carol Fairweather |
156,425,371 |
99.47 |
835,367 |
0.53 |
157,260,738 |
|
2,362 |
Resolution 6(g) Re-election of James Lawrence |
153,202,267 |
97.42 |
4,057,684 |
2.58 |
157,259,951 |
|
3,149 |
Resolution 6(h) Re-election of Lourdes Melgar |
156,739,799 |
99.67 |
520,939 |
0.33 |
157,260,738 |
|
2,362 |
Resolution 6(i) Re-election of John Moloney |
153,888,573 |
98.03 |
3,095,479 |
1.97 |
156,984,052 |
|
279,048 |
Resolution 6(j) Re-election of Jørgen Buhl Rasmussen |
153,768,857 |
98.55 |
2,257,753 |
1.45 |
156,026,610 |
|
1,236,490 |
Resolution 6(k) Re-election of Gonzalo Restrepo |
149,645,091 |
95.16 |
7,615,647 |
4.84 |
157,260,738 |
|
2,362 |
Resolution 7 Remuneration of the Statutory Auditor |
157,260,668 |
100.00 |
0 |
0.00 |
157,260,668 |
|
2,432 |
Resolution 8 Authority to issue shares |
155,913,476 |
99.14 |
1,347,192 |
0.86 |
157,260,668 |
|
2,432 |
Resolution 9 Renewal of the dis-application of statutory pre-emption rights in respect of the allotment of shares for cash up to an aggregate nominal value equal to 5% of SKG's total issued ordinary share capital |
156,775,334 |
99.69 |
485,334 |
0.31 |
157,260,668 |
|
2,432 |
Resolution 10 Grant additional authority for the disapplication of statutory pre-emption rights in respect of the allotment of shares for cash up to an aggregate nominal value equal to a further 5% of SKG's total issued ordinary share capital in connection with an acquisition or specified capital investment |
151,913,281 |
96.60 |
5,347,375 |
3.40 |
157,260,656 |
|
2,444 |
Resolution 11 Renewal of the authority to make market purchases of the Company's own shares up to a maximum of 10% of the number of SKG's total issued ordinary share capital |
155,496,848 |
98.92 |
1,705,915 |
1.08 |
157,202,763 |
|
60,337 |
Resolution 12 Renewal of the authority to convene an extraordinary general meeting of shareholders of SKG on not less than 14 days' notice, where the purpose of the meeting is to consider an ordinary resolution |
141,740,014 |
90.14 |
15,520,724 |
9.86 |
157,260,738 |
|
2,362 |
Resolution 13 To increase the maximum award opportunity in the rules of the 2018 Performance Share Plan |
153,662,853 |
97.71 |
3,597,815 |
2.29 |
157,260,668 |
|
2,432 |
* As a "Vote Withheld" is not a vote in law, it is not taken account in the calculation of the proportion of votes for and against the resolution or in the Total Votes shown.
In accordance with the listing rules of the Euronext Dublin and the London Stock Exchange, copies of all resolutions other than resolutions concerning ordinary business will shortly be submitted to the Euronext Dublin and to the UK's National Storage Mechanism and will be available for inspection at the following locations:
§ Euronext Dublin - Company Announcements Office, Euronext Dublin, 28 Anglesea Street, Dublin 2 (T: +353 1 617 4200 ); and
§ UK National Storage Mechanism - https://data.fca.org.uk/#/nsm/nationalstoragemechanism
For further information on the announcement, please contact:
Gillian Carson-Callan
Secretary
T: +353 1 202 7152
E: agm@smurfitkappa.com