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Result of AGM

22 Apr 2020 17:08

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 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 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: 056 7772200

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
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