Last checked at 11 May 2022 15:38
Result of AGM11 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