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AIB Group Plc AGM Information 2024

May 3, 2024

1950_rns_2024-05-03_409ab645-c2b9-4001-89ef-f4530ca2d8b3.pdf

AGM Information

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2 May 2024

AIB GROUP PLC (the "Company")

RESULTS OF ANNUAL GENERAL MEETING 2024

The Company announces that at its Annual General Meeting ("AGM"), held today at 10 Molesworth Street, Dublin 2, all of the resolutions proposed were duly passed on a poll.

Resolutions 1 to 8 (inclusive) and resolution 15 were passed as ordinary resolutions and resolutions 9 to 14 (inclusive) and resolution 16 were passed as special resolutions.

The full text of each resolution, together with explanatory notes, are set out in the Notice of AGM which was circulated to Shareholders on 3 April 2024 and made available on the Company's website at www.aib.ie/investorrelations.

The results of the voting on the resolutions are as follows:

Resolution Votes For % Votes % Total Votes Votes
Against Cast Withheld
1 To receive and consider
the financial statements
for the year together
with the reports of the
Directors and the
Auditor thereon 2,211,404,650 100.00% 1,257 0.00% 2,211,405,907 3,384,680
2 To declare a final
dividend of 26.568 euro
cents per share payable
on 10 May 2024 2,214,781,020 100.00% 1,234 0.00% 2,214,782,254 8,334
3 To authorise the
Directors to determine
the remuneration of the
Auditor 2,210,441,406 99.80% 4,340,801 0.20% 2,214,782,207 8,381
4 To consider the
continuation in office of
PricewaterhouseCoopers
as Auditor 2,211,344,887 99.84% 3,437,262 0.16% 2,214,782,149 8,439
5 To re-appoint the
following Directors:
(a) Anik Chaumartin 2,194,045,355 99.07% 20,505,819 0.93% 2,214,551,174 239,414
(b) Donal Galvin 2,210,591,182 99.81% 4,166,164 0.19% 2,214,757,346 33,242
(c) Basil Geoghegan 2,214,752,909 100.00% 4,434 0.00% 2,214,757,343 33,245
(d) Tanya Horgan 2,214,222,198 99.98% 535,193 0.02% 2,214,757,391 33,197
(e) Colin Hunt 2,196,640,644 99.18% 18,116,698 0.82% 2,214,757,342 33,246
(f) Sandy Kinney Pritchard 2,214,753,126 100.00% 4,226 0.00% 2,214,757,352 33,244
(g) Elaine MacLean 2,205,699,855 99.59% 9,057,587 0.41% 2,214,757,442 33,154
(h) Andrew Maguire 2,214,753,930 100.00% 3,422 0.00% 2,214,757,352 33,243
(i) Brendan McDonagh 2,207,795,671 99.69% 6,961,685 0.31% 2,214,757,356 33,240
(j) Helen Normoyle 2,187,824,782 98.78% 26,932,658 1.22% 2,214,757,440 33,156
Resolution Votes For % Votes % Total Votes Votes
Against Cast Withheld
(k) Ann O'Brien 2,214,172,925 99.97% 584,480 0.03% 2,214,757,405 33,191
(l) Fergal O'Dwyer 2,214,755,793 100.00% 1,559 0.00% 2,214,757,352 33,244
(m) James Pettigrew 2,207,407,365 99.67% 7,350,038 0.33% 2,214,757,403 33,193
(n) Jan Sijbrand 2,196,105,576 99.16% 18,651,765 0.84% 2,214,757,341 33,255
(o) Raj Singh 2,196,058,355 99.16% 18,698,939 0.84% 2,214,757,294 33,298
6 To consider the
Directors' Remuneration
Report 2,200,932,220 99.46% 11,996,883 0.54% 2,212,929,103 1,861,493
7 To consider the
Remuneration Policy 2,164,992,566 98.00% 44,233,016 2.00% 2,209,225,582 5,565,014
8 To authorise the
Directors to allot
relevant securities 2,165,852,865 97.79% 48,929,048 2.21% 2,214,781,913 8,683
9(a) Limited authorisation for
the Directors to disapply
pre-emption rights 2,211,944,108 99.87% 2,837,355 0.13% 2,214,781,463 9,125
9(b) Limited authorisation for
the Directors to disapply
pre-emption rights for
an acquisition or
specified capital event 2,198,323,048 99.26% 16,458,397 0.74% 2,214,781,445 9,143
10 To authorise the
purchase by the
Company of its own
shares 2,211,455,247 99.88% 2,694,927 0.12% 2,214,150,174 640,414
11 To determine the re
issue price range at
which any treasury
shares held may be re
issued off-market 2,214,293,038 99.98% 454,350 0.02% 2,214,747,388 43,200
12 To authorise the
Directors to convene
general meetings on 14
days' notice 2,140,217,980 96.64% 74,526,006 3.36% 2,214,743,986 46,602
13 To approve the terms of
the Directed Buyback
Contract with the
Minister for Finance and
authorise the making of
off-market purchases of
ordinary shares
1,222,925,297 100.00% 2,052 0.00% 1,222,927,349 991,863,216
14 To amend the Articles of
Association for proposed
Odd-lot Offer 2,210,281,694 100.00% 2,205 0.00% 2,210,283,899 4,506,661
15 To authorise the making
of an Off-lot Offer 2,210,281,522 100.00% 2,178 0.00% 2,210,283,700 4,506,880
16 To authorise the making
of an off-market
purchase of shares 2,209,997,707 100.00% 2,434 0.00% 2,210,283,683 4,506,905

In accordance with Listing Rule 6.1.11 of Euronext Dublin and Listing Rule 9.2.2E of the Financial Conduct Authority, resolutions 5 a), c), d), f), g), h), i), j), k), l), n), and o) relating to the election or re-election of the independent nonexecutive Directors, were passed by majority of each of:

  • the shareholders of the Company, and
  • the independent shareholders of the Company (that is, the shareholders of the Company entitled to vote on the election of Directors who are not controlling shareholders1 ).
Resolution Votes For % Votes % Total Votes Votes
Against Cast Withheld
5 To re-appoint the
following Directors:
(a) Anik Chaumartin 1,202,237,381 98.32% 20,505,819 1.68% 1,222,743,200 239,414
(c) Basil Geoghegan 1,222,944,935 100.00% 4,434 0.00% 1,222,949,369 33,245
(d) Tanya Horgan 1,222,414,224 99.96% 535,193 0.04% 1,222,949,417 33,197
(f) Sandy Kinney
Pritchard 1,222,945,152 100.00% 4,226 0.00% 1,222,949,378 33,244
(g) Elaine MacLean 1,213,891,881 99.26% 9,057,587 0.74% 1,222,949,468 33,154
(h) Andy Maguire 1,222,945,956 100.00% 3,422 0.00% 1,222,949,378 33,243
(i) Brendan McDonagh 1,215,987,697 99.43% 6,961,685 0.57% 1,222,949,382 33,240
(j) Helen Normoyle 1,196,016,808 97.80% 26,932,658 2.20% 1,222,949,466 33,156
(k) Ann O'Brien 1,222,364,951 99.95% 584,480 0.05% 1,222,949,431 33,191
(l) Fergal O'Dwyer 1,222,947,819 100.00% 1,559 0.00% 1,222,949,378 33,244
(n) Jan Sijbrand 1,204,297,602 98.47% 18,651,765 1.53% 1,222,949,367 33,255
(o) Raj Singh 1,204,250,381 98.47% 18,698,939 1.53% 1,222,949,320 33,298

Votes cast by shareholders excluding the controlling shareholder are shown below.

Notes:

  1. A "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "For" and "Against" a resolution.

  2. The total number of ordinary shares in issue as at Sunday, 28 April 2024 was 2,618,753,655.

  3. The total number of ordinary shares held by shareholders excluding the controlling shareholder on Sunday, 28 April 2024 was 1,626,945,681.

In accordance with Listing Rule 6.1.60 of Euronext Dublin and Listing Rule 9.6.2 of the Financial Conduct Authority, copies of all resolutions, other than those concerning ordinary business, passed at the AGM today have been submitted to Euronext Dublin and the UK National Storage Mechanism and will be shortly available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

-ENDS-

Contact details:

Conor Gouldson Niamh Hore Paddy McDonnell Group Company Secretary Head of Investor Relations Head of Media Relations AIB Molesworth Street AIB Molesworth Street AIB Molesworth Street Dublin 2 Dublin 2 Dublin 2 Tel: +353-1-7720030 Tel: +353-1-6411817 Tel: +353-87-7390743 email: [email protected]

email: [email protected] email: [email protected]

1 Controlling shareholder: shareholder(s) that exercise or control more than 30% of the voting rights of the Company.