Attendance Card
Please bring this card with you to the meeting and present it at shareholder registration/accreditation.
Glanbia plc (the "Company") invites you to attend the Annual General Meeting ("AGM") of the Company to be held at the Newpark Hotel, Castlecomer Road, Newpark Lower, Kilkenny, R95 KP63, Ireland at 11.00 a.m. (Irish time) on Wednesday 1 May 2024.
Shareholder Reference Number
Form of Proxy - Annual General Meeting ("AGM") to be held on Wednesday 1 May 2024 | ||
proxy. If left blank y ur p xy will be deemedInformationto be authorised in respect of your full voting entitlement | ||
@ | Cast your Proxy online...It's fast, easy and secure! | Co trol Number: 918938 |
www.eproxyappointment.com | SRN: | |
You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and | PIN: | |
PIN shown opposite and agree to certain terms and conditions. |
To view the notice and related documents online log on o: www.glanbia.com/agm
To be effective, all proxy appointments must be lodged with the Company's Registr r | t: Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest |
Business Campus, Dublin 24, D24 AK82 or through www.eproxyappoint ent.com by 11.00 | .m. (Irish time) on 29 April 2024 (or in the case of an adjournment 48 hours before |
the time of the adjourned meeting). Detailed instructions on voting and any updates or announcements regarding the AGM may be accessed on www.glanbia.com/agm. |
Explanatory Notes:
1. | Every shareholder has the right to appoint some other person(s) of their choice, who need not be a | 4. | The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. | |
shareholder as his/her proxy to exercise all or any of his/her rights, to attend, speak, ask questions | However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the | |||
and vote on his/her behalf at the meeting. If you wish to app int a pe s n ther than the Chairman | calculation of the proportion of the votes 'For' and 'Against' a resolution. | |||
of the meeting, please insert the name of your chosen pr xy h lder in the space provided (see | 5. | Pursuant to Sections 1087G and 1105 of the CompaniesAct 2014, only those shareholders registered | ||
2. | reverse). | in the register of members of the Company as at close of business on 27 April 2024 (or in the case | ||
A shareholder may appoint more than o e proxy to atte d, speak, ask questi ns and vote at the | of an adjournment as at close of business on the day which is four days before the holding of the | |||
meeting provided each proxy is appoi ted to exercise rights attached to different shares held by | adjourned meeting) shall be entitled to attend the AGM or to attend, speak, ask questions and vote | |||
that shareholder. To appoint more than o e proxy, an additio al proxy form(s) may be obtained by | at the meeting in respect of the number of shares registered in their names at that time. Changes | |||
contacting the Registrar's helpline on +353 1 247 5349 or you may photocopy this form. Please | to entries on the Register of Members after that time shall be disregarded in determining the rights | |||
indicate in the box next to the proxy holder's ame (see reverse) the number of shares in relation | of any person to attend and vote at the meeting. | |||
to which they are autho ised to act as your p oxy. Please also dicate by ticking the box provided | 6. | Persons who hold their interests in ordinary shares as Belgian law rights through the Euroclear Bank | ||
if the proxy instruction is one of multiple inst uctions being given. If the proxy is being appointed in | system or as Crest Depository Interests should refer to the notes to the Notice of Annual General | |||
relation to less than your full voting entitlement, please enter in the box next to the proxy holder's | Meeting and to the Glanbia website www.glanbia.com/agm. | |||
name (see reverse) the number | f sha es in elation to which they are authorised to act as your | 7. | The above is how your address appears on the Register of Members. If this information is incorrect | |
(or if this pr xy f rm has been issued in respect of a designated account for a shareholder, the full | please ring the Registrar's helpline on +353 1 247 5349 to request a change of address form or go | |||
to www.investorcentre.com/ie to use the online Investor Centre service. | ||||
voting entitlement f r that designated account). All forms must be signed and should be returned | 8. | |||
Any alterations made to this form should be initialled. | ||||
together in the same envel pe. Where a poll is taken at the AGM, a shareholder, present in person | 9. | The appointment of a proxy will not preclude a member from attending the meeting and voting in person. | ||
or proxy, h lding m re than ne share is not required to cast all their votes in the same way. | ||||
3. | ||||
To be effective, the completed | of Proxy together with any power of attorney or other | |||
authority under which it is executed, or a notarially certified copy thereof, must be deposited |
withFormthe Registrar of the Company before the deadline set out above. A shareholder wishing to appoint a proxy by electronic means may do so on www.eproxyappointment.com. Details of the requirements are set out in the box above. A shareholder who wishes to appoint more than one proxy by electronic means must contact the Registrar by sending an email to clientservices@computershare.ie.
Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services (Ireland) Limited accept no liability for any instruction that does not comply with these conditions. The privacy and security of your personal data is taken very seriously and at all times Computershare and Glanbia plc will comply with the prevailing laws and regulations governing confidentiality, data protection and security of information. For more information on how your personal data is processed and your privacy rights, a privacy notice is available on Glanbia's website, www.glanbia.com.
12WQME D01
SG150
Poll Card To be completed only at the Annual General Meeting when the Poll is called.
Vote | Vote | ||||||||||||||||||||
Ordinary Business | For | Against Withheld | For Against Withheld | ||||||||||||||||||
1. To review the Company's affairs and receive and consider the Financial Statements for the year | 4. | To authorise the Directors to fix the remuneration of the Auditor for the 2024 financial year. | |||||||||||||||||||
ended 30 December 2023 together with the reports of the Directors and the Auditor thereon. | |||||||||||||||||||||
5. | To receive and consider the Remuneration Committee Report (excluding the part containing | ||||||||||||||||||||
2. | To declare a final dividend of 21.21 € cent per share on the ordinary shares for the year | ||||||||||||||||||||
the 2024-2026 Directors' Remuneration Policy) for the year ended 30 December 2023 which | |||||||||||||||||||||
ended 30 December 2023. | |||||||||||||||||||||
is set out on pages 126 to 149 of the Annual Report. | |||||||||||||||||||||
3. | By separate resolutions, to elect or re-elect the following Directors who, in accordance with the provisions of the UK | ||||||||||||||||||||
Corporate Governance Code, retire and, being eligible, offer themselves for election or re-election: | 6. | To receive and consider the proposed 2024-2026 Directors' Remuneration Policy which is | |||||||||||||||||||
set out on pages 130 to 136 of the Annual Report. | |||||||||||||||||||||
(a) Donard Gaynor | |||||||||||||||||||||
7. | Special Resolution: Approval to call an Extraordinary General Meeting on 14 days' notice. | ||||||||||||||||||||
(b) Hugh McGuire | |||||||||||||||||||||
Special Business | |||||||||||||||||||||
(c) Mark Garvey | 8. | Ordinary Resolution: Authorisation to allot relevant securities. | |||||||||||||||||||
(d) Róisín Brennan | |||||||||||||||||||||
9. | Special Resolution: Routine dis-application of pre-emption rights. | ||||||||||||||||||||
(e) Paul Duffy | |||||||||||||||||||||
10. | Special Resolution: Dis-application of pre-emption rights for an additional 10% for specific | ||||||||||||||||||||
(f) Ilona Haaijer | transactions. | ||||||||||||||||||||
(g) Brendan Hayes | 11. | Special Resolution: Authorisation of market purchases of the Company's own shares. | |||||||||||||||||||
(h) Jane Lodge | |||||||||||||||||||||
12. | Special Resolution: Determination of the price range for the re-issue of treasury shares | ||||||||||||||||||||
off-market. | |||||||||||||||||||||
(i) John G Murphy | |||||||||||||||||||||
(j) Patrick Murphy | |||||||||||||||||||||
(k) Dan O'Connor | |||||||||||||||||||||
(l) Gabriella Parisse | |||||||||||||||||||||
(m) Kimberly Underhill | |||||||||||||||||||||
Signature |
Form of Proxy
Please use a black pen. Mark with an X | ||||||||||
X | ||||||||||
inside the box as shown in this example. | ||||||||||
You can also instruct your proxy not to vote on a resolution by inserting an "X" in the vote withheld box. | ||||||||||
The appointment of a proxy will not preclude a member from attending the meeting and voting in person. | ||||||||||
I/We hereby appoint the Chairman of the Meeting OR the following person | ||||||||||
ppo n | ng he proxy in relation to less than your full voting entitlement, please insert the | |||||||||
Please leave this box blank if you have selected the Chairman. Do not insert your own n me(s). If you re | ||||||||||
number of shares in relation to which they are authorised to act. | ||||||||||
as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement+ on my/our beh | lf on | ny ma er at the Annual General Meeting of Glanbia plc to be held at the Newpark |
Hotel, Castlecomer Road, Newpark Lower, Kilkenny, R95 KP63, Ireland at 11.00 a.m. (Irish time) on Wednesd y 1 May 2024, and at any adjournment thereof. I/We direct that my/our vote(s) | ||||||||||||||||||||||
be cast on the specified resolutions as indicated by an X in the appropriate box. | ||||||||||||||||||||||
Information | ||||||||||||||||||||||
+For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front). | ||||||||||||||||||||||
Please tick here to indicate that this proxy appointment is one of ultiple appoint ents being | ade. | |||||||||||||||||||||
Vote | Vote | |||||||||||||||||||||
Ordinary Business | For Against Withheld | For Against Withheld | ||||||||||||||||||||
1. To review the Company's affairs and receive and consider the Financial | (l) Gabriella Parisse | |||||||||||||||||||||
Statements for the year ended 30 December 2023 together with the ep ts | ||||||||||||||||||||||
of the Directors and the Auditor thereon. | (m) Kimberly Underhill | |||||||||||||||||||||
2. To declare a final dividend of 21.21 € cent per share on the | rdinary shares | |||||||||||||||||||||
for the year ended 30 December 2023. | 4. | To authorise the Directors to fix the remuneration of the Auditor for the 2024 | ||||||||||||||||||||
3. By separate resolutions, to elect or re-elect the followi g Direct rs wh , in acc rdance with the | financial year. | |||||||||||||||||||||
provisions of the UK Corporate Gover a ce Code, retire a | d, bei g eligible, offer themselves for | 5. | To receive and consider the Remuneration Committee Report (excluding | |||||||||||||||||||
election or re-election: | the part containing the 2024-2026 Directors' Remuneration Policy) for the | |||||||||||||||||||||
year ended 30 December 2023 which is set out on pages 126 to 149 of the | ||||||||||||||||||||||
(a) Donard Gaynor | ||||||||||||||||||||||
Annual Report. | ||||||||||||||||||||||
(b) Hugh McGuire | ||||||||||||||||||||||
6. | To receive and consider the proposed 2024-2026 Directors' Remuneration | |||||||||||||||||||||
Policy which is set out pages 130 to 136 of the Annual Report. | ||||||||||||||||||||||
(c) Mark Garvey | ||||||||||||||||||||||
7. | Special Resolution: Approval to call an Extraordinary General Meeting on 14 | |||||||||||||||||||||
(d) Róisín Brennan | days' notice. | |||||||||||||||||||||
Special Business | ||||||||||||||||||||||
Resolution: Authorisation to allot relevant securities. | ||||||||||||||||||||||
(e) Paul Duffy | 8. | Ordinary | ||||||||||||||||||||
9. | Special Resolution: Routine dis-application of pre-emption rights. | |||||||||||||||||||||
(f) Ilona Haaijer | ||||||||||||||||||||||
12WQME D01
Signature | Date |
In the case of a body corporate, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).
C C S 2 0 3 2 | 0 8 | G L B I |
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Glanbia plc published this content on 19 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 March 2024 13:20:02 UTC.