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 company (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%, the 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: 056 7772200
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