Result of AGM

RNS Number : 5603K

Glanbia PLC

22 April 2020

 

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 held earlier today, Wednesday 22 April 2020, were duly passed on a poll.

The full text of each resolution was  included in the Notice of the Annual General Meeting of the Company published on the Company's website www.glanbia.com  on 12 March 2020 and, where requested, were posted to shareholders on 18 March 2020.

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

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

Resolutions 3(i) to 3(m) 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 to 14 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:

		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 04 January 2020 together with the reports of the Directors and the Auditor thereon	206,174,362	99.87%	277,502	0.13%	206,451,864	100%	149,584	0.07%	206,601,448	100%
2	To declare a final dividend of 15.94 cent per share on the ordinary shares for the year ended 04 January 2020	194,149,538	93.97%	12,450,682	6.03%	206,600,220	100%	1,227	0.00%	206,601,447	100%
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	190,615,889	92.31%	15,873,091	7.69%	206,488,980	100%	112,467	0.05%	206,601,447	100%
3b	Mark Garvey	203,786,124	98.64%	2,812,847	1.36%	206,598,971	100%	2,477	0.00%	206,601,448	100%
3c	Vincent Gorman	190,635,462	92.31%	15,872,383	7.69%	206,507,845	100%	93,522	0.05%	206,601,367	100%
3d	Brendan Hayes	190,310,111	92.12%	16,288,050	7.88%	206,598,161	100%	3,286	0.00%	206,601,447	100%
3e	Martin Keane	174,572,490	91.17%	16,907,689	8.83%	191,480,179	100%	15,121,133	7.32%	206,601,312	100%
3f	John Murphy	188,940,123	92.21%	15,962,508	7.79%	204,902,631	100%	1,698,816	0.82%	206,601,447	100%
3g	Patrick Murphy	190,632,769	92.31%	15,879,537	7.69%	206,512,306	100%	89,141	0.04%	206,601,447	100%
3h	Siobhán Talbot	204,563,942	99.01%	2,035,650	0.99%	206,599,592	100%	1,729	0.00%	206,601,321	100%
3i	Patrick Coveney (All Shareholders)*	204,250,310	98.86%	2,347,152	1.14%	206,597,462	100%	3,986	0.00%	206,601,448	100%
3i	Patrick Coveney (Independent Shareholders)*	110,406,546	97.92%	2,347,152	2.08%	112,753,698	100%	3,986	0.00%	112,757,684	100%
3J	John Daly (All Shareholders)*	199,203,260	96.42%	7,393,446	3.58%	206,596,706	100%	4,607	0.00%	206,601,313	100%
3J	John Daly (Independent Shareholders)*	105,359,496	93.44%	7,393,446	6.56%	112,752,942	100%	4,607	0.00%	112,757,549	100%
3k	Donard Gaynor (All Shareholders)*	204,303,055	98.89%	2,296,258	1.11%	206,599,313	100%	2,135	0.00%	206,601,448	100%
3k	Donard Gaynor (Independent Shareholders)*	110,459,291	97.96%	2,296,258	2.04%	112,755,549	100%	2,135	0.00%	112,757,684	100%
3l	Mary Minnick (All Shareholders)*	205,644,448	99.54%	955,263	0.46%	206,599,711	100%	1,737	0.00%	206,601,448	100%
3l	Mary Minnick (Independent Shareholders)*	111,800,684	99.15%	955,263	0.85%	112,755,947	100%	1,737	0.00%	112,757,684	100%
3m	Dan O' Connor (All Shareholders)*	200,154,500	98.54%	2,975,060	1.46%	203,129,560	100%	3,471,888	1.68%	206,601,448	100%
3m	Dan O' Connor (Independent Shareholders)*	106,310,736	97.28%	2,975,060	2.72%	109,285,796	100%	3,471,888	3.08%	112,757,684	100%
4	To authorise the Directors to fix the remuneration of the Auditor for the 2020 financial year	206,364,455	99.89%	235,377	0.11%	206,599,832	100%	1,616	0.00%	206,601,448	100%
5	To receive and consider the Remuneration Committee report for the year ended 04 January 2020 (excluding the part containing the proposed 2018-2020 Directors' Remuneration policy)	204,453,009	98.96%	2,145,140	1.04%	206,598,149	100%	3,299	0.00%	206,601,448	100%
6	Special resolution: Authorisation to retain the power to hold EGMs on 14 days notice	197,162,357	95.43%	9,437,864	4.57%	206,600,221	100%	1,227	0.00%	206,601,448	100%
7	Ordinary resolution: Authority to allot relevant securities	193,203,706	93.52%	13,393,122	6.48%	206,596,828	100%	4,170	0.00%	206,600,998	100%
8	Special resolution: Disapplication of pre-emption rights	193,157,774	93.49%	13,440,867	6.51%	206,598,641	100%	2,807	0.00%	206,601,448	100%
9	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	193,136,429	93.48%	13,462,132	6.52%	206,598,561	100%	2,887	0.00%	206,601,448	100%
10	Special resolution: Authorisation of market purchases of the Company's own shares	192,800,189	93.32%	13,799,971	6.68%	206,600,160	100%	1,288	0.00%	206,601,448	100%
11	Special resolution: Determination of the price range for the re-issue of treasury shares off-market	193,233,617	93.53%	13,364,008	6.47%	206,597,625	100%	3,823	0.00%	206,601,448	100%
12	Ordinary resolution: Rule 37 waiver resolution in respect of market purchases of the Company's own shares**	63,065,146	56.17%	49,201,899	43.83%	112,267,045	100%	94,334,403	45.66%	206,601,448	100%
13	Ordinary resolution: Rule 9 waiver resolution in respect of the Company's employees' share schemes**	78,410,308	69.84%	33,855,096	30.16%	112,265,404	100%	94,336,044	45.66%	206,601,448	100%
14	Ordinary resolution: Rule 9 waiver resolution in respect of share acquisitions by Directors**	90,843,879	80.92%	21,420,880	19.08%	112,264,759	100%	94,336,689	45.66%	206,601,448	100%

* Note: Notwithstanding that Resolutions 12 and 13 were 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 resolutions remain appropriate, in order to understand the reasons behind the significant proxies received against resolutions 12 and 13 and, where appropriate, will publish an update on the views received from shareholders and actions taken no later than 22 October 2020.

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 were to occur.  This was approved by a 56.17% majority.

Resolution 13

Glanbia plc   has in place certain employee share schemes whereby the Executive Directors may acquire additional Glanbia shares depending on performance. A Rule 9 waiver was granted in respect of this in 2013 and authority was granted at the 2013 AGM which provided that the Executive Directors of Glanbia plc could acquire up to 4,000,000 shares in Glanbia plc under Glanbia plc 's employee share schemes. The purpose of Resolution 13 was to renew this authority and request a waiver under Rule 9 to allow up to 5,200,000 shares to be acquired by Executive Directors over eleven years. This was approved by a 69.84%  majority.

22 April 2020

For further information contact:

Michael Horan, Group Secretary

Tel: [phone]

 

END

 

 

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