Glanbia Plc — AGM Information 2018

Apr 25, 2018

As Ordinary Business

Resolution 1

To review the Company's affairs and receive and consider the Financial Statements for the year ended 30 December 2017 together with the reports of the Directors and the Auditors thereon.

Resolution 2

To declare a final dividend of 16.09 cent per share on the ordinary shares for the year ended 30 December 2017.

Resolution 3

By separate resolutions, to re-elect the following Directors who, in accordance with the provisions of the UK Corporate Governance Code, retire and, being eligible, offer themselves for re-election:

• (a) Patsy Ahern
• (b) Henry Corbally
• (c) Mark Garvey
• (d) Vincent Gorman
• (e) Tom Grant
• (f) Brendan Hayes
• (g) Martin Keane
• (h) Hugh McGuire
• (i) John Murphy
• (j) Patrick Murphy
• (k) Brian Phelan
• (l) Eamon Power
• (m) Siobhán Talbot
• (n) Patrick Coveney*
• (o) Donard Gaynor*
• (p) Paul Haran*
• (q) Dan O'Connor*
• * To be conducted by way of poll

Resolution 4

To authorise the Directors to fix the remuneration of the Auditors for the 2018 financial year.

Resolution 5

To receive and consider the Remuneration Committee report for the year ended 30 December 2017 (excluding the part containing the proposed 2018-2020 Directors' Remuneration Policy) which is set out on pages 80 to 105 of the Annual Report.

Resolution 6

To receive and consider the proposed 2018-2020 Director's Remuneration Policy, which is set out on pages 85 to 90 of the Annual Report.

As Special Business

Resolution 7 (Ordinary)

"That the Directors of the Company be and are hereby generally and unconditionally authorised to exercise all the powers of the Company, to allot relevant securities (within the meaning of Section 1021 of the Companies Act 2014) up to an amount equal to the authorised but as yet unissued share capital of the Company on the date of this resolution. The power hereby conferred shall expire at close of business on the earlier of the next Annual General Meeting or 24 July 2019 unless and to the extent that such power is renewed, revoked or extended prior to such date, save the Company may make before such expiry an offer or agreement which would or might require relevant securities to be allotted after such expiry, and the Directors may allot relevant securities in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired."

Resolution 8 (Special)

"That subject to the passing of Resolution 7 in the Notice of this Meeting, the Directors of the Company are hereby empowered, pursuant to 1022 of the Companies Act 2014, to allot equity securities (as defined by Section 1023 of that Act) for cash pursuant to the authority conferred by the ordinary resolution of the Company passed as Resolution 7 in the Notice of this Meeting as if Section 1022 of that Act did not apply to any such allotment, provided that this power shall be limited to:

(a) the allotment of equity securities in connection with any rights issue or other pre-emptive issue in favour of ordinary shareholders (other than those holders with registered addresses outside the State to whom an offer would, in the opinion of the Directors, be impractical or unlawful in any jurisdiction) on the register of members at such record date as the Directors may determine where the equity securities respectively attributable to the interests of such ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them and subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with regulatory requirements, legal or practical problems in respect of overseas shareholders, fractional elements or otherwise; and

(b) the allotment of equity securities for cash (otherwise than under paragraph a above) together with all Treasury Shares (as contemplated in Section 1078 of the Companies Act 2014) re-issued while this authority remains operable shall not exceed an aggregate nominal value equal to 5% of the nominal value of the issued share capital of the Company as at the date of this resolution;

Provided that:

• i. the power hereby conferred shall expire at the close of business on the earlier of the date on which the Annual General Meeting of the Company is held in the year 2019 and the date which is fifteen months after the date on which this resolution is passed or deemed to have been passed, unless and to the extent that such authority is renewed, revoked or extended prior to such date;
• ii. the Company may make before such expiry an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement notwithstanding that the power hereby conferred has expired; and
• iii. any power conferred on the Directors to allot equity securities in accordance with Section 1022 of that Act which is in force immediately before this resolution is passed or deemed to be passed is hereby revoked."

Resolution 9 (Special)

"That subject to the passing of Resolution 7 in the Notice of this Meeting, the Directors of the Company be and are hereby authorised to allot equity securities (as defined in the Companies Act 2014) for cash under the authority given by that resolution as if section 1022 of the Companies Act 2014 did not apply to any such allotment, provided that this authority shall be limited:

a. to circumstances where the proceeds of any such allotment are to be used only for the purposes of financing (or re-financing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice; and so that the sum of the nominal value of all allotments made pursuant to this authority and all Treasury Shares (as contemplatedin Section 1078 of the Companies Act 2014) reissued while this authority remains operable shall not exceed an aggregate nominal amount equal to 5% of the nominal value of the issued share capital of the Company as at the date of this resolution.

This authority shall expire at the end of the next Annual General Meeting of the Company or, if earlier, at the close of business on 24 July 2019 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted after the authority expires and the Board may allot equity securities under any such offer or agreement as if the authority had not expired."

Resolution 10 (Special)

"That it is hereby resolved that the provision in Article 54(a) allowing for the convening of an Extraordinary General Meeting by at least fourteen Clear Days' notice (where such meetings are not convened for the passing of a special resolution) shall continue to be effective."

Resolution 11 (Ordinary)

"That approval be and is hereby given for the establishment by the Company of the Glanbia plc 2018 Long Term Incentive Plan (the "2018 LTIP"), the principal features of which are summarised in the

circular to shareholders dated 16 March 2018 that accompanies the Notice convening this Meeting, the rules of which are contained in the document produced to the Meeting and initialled by the Chairman of the Meeting for the purpose of identification; and that the Directors be and are hereby authorised to take all such action or steps (including the making of minor amendments to the 2018 LTIP and the rules thereof as may be necessary) to implement or give effect to the 2018 LTIP."