Glanbia Plc — AGM Information 2021

Jan 14, 2021

Glanbia plc (the "Company") invites you to attend the Extraordinary General Meeting ("EGM") of the Company to be held at Glanbia House, Kilkenny, R95 E866 at 11.00 am on Thursday 11 February 2021.

Shareholder Reference Number

Form of Proxy - Extraordinary General Meeting ("EGM") to be held on Thursday 11 February 2021

Kindly Note: This form is issued only to the addressee(s) and is specific to the All Holders 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.

All Holders

12MOZF D03

Poll Card To be completed only at the EGM when the Poll is called. Resolutions For Against Withheld 1. To review the Company's affairs and receive and consider the Financial Statements for the year ended 4 January 2020 together with the reports of the Directors and the Auditor thereon.

			Vote
5. To receive and consider the Remuneration Committee Report for the year ended Resolutions 2. To declare a fi nal dividend of 15.94 cent per share on the ordinary shares for the year ended 4 January 2020 (excluding the part containing the Directors' Remuneration Policy) which is	For	Against	Withheld
4 January 2020. 1. To approve the Migration of the Migrating Shares to Euroclear Bank's central securities depository. set out on pages 84 to 108 of the Annual Report.	o	o	o
3. By separate resolutions, to re-elect the following Directors who, in accordance with the provisions of the UK Corporate 2. To amend and adopt the Articles of Association of the Company. Special Business	o	o	o
Governance Code, retire and, being eligible, offer themselves for re-election: 3. To authorise the Company to take all actions to implement the Migration. 6. Special Resolution: Approval to call Extraordinary General Meetings on 14 days' notice.	o	o	o

4. To authorise the Directors to fi x the remuneration of the Auditor for the 2020 fi nancial year.

7. Ordinary Resolution: Authorisation to allot relevant securities. 8. Special Resolution: Routine dis-application of pre-emption rights.

Vote

Form of Proxy

(a) Patsy Ahern (b) Mark Garvey (c) Vincent Gorman (d) Brendan Hayes (e) Martin Keane (f) John Murphy (g) Patrick Murphy (h) Siobhán Talbot (i) Patrick Coveney* (j) John Daly* (k) Donard Gaynor* (l) Mary Minnick* (m) Dan O'Connor*

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the year ended 4 January 2020.

(b) Mark Garvey (c) Vincent Gorman	8. Special Resolution: Routine dis-application of pre-emption rights.	y
(d) Brendan Hayes (e) Martin Keane	9. Special Resolution: Dis-application of pre-emption rights for an additional 5% for specifi c transactions.
(f) John Murphy	10. Special Resolution: Authorisation of market purchases of the Company's own shares. 11. Special Resolution: Determination of the price range for the re-issue of treasury shares off-market.	l
(g) Patrick Murphy (h) Siobhán Talbot	12. Ordinary Resolution: Rule 37 waiver resolution in respect of market purchases of the	n
(i) Patrick Coveney*	Company's own shares.* 13. Ordinary Resolution: Rule 9 waiver resolution in respect of the Company's employees'
(j) John Daly*	O share schemes.*
(k) Donard Gaynor*	14. Ordinary Resolution: Rule 9 waiver resolution in respect of share acquisitions by Directors.*
(l) Mary Minnick (m) Dan O'Connor	*To be conducted by way of a poll.
	Signature Signature
Form of Proxy	n
In the exceptional circumstances of the current COVID-19 situation, the Company strongly encourages shareholders not to attend the EGM in person, which is likely to be held as a closed meeting. Instead, the Company urges all shareholders to vote by proxy by appointing the Chairman of the Meeting as their proxy to vote on their behalf.
Please use a black pen. Mark with an X  Inside the box as shown in this example.
I/We hereby appoint the Chairman of the Meeting, with full power of substitution, or the following person,
	o i
Please leave this box blank if you have selected the Chairman. Do not insert your own name(s). If you are appointing the proxy in relation to less than your full voting entitlement, please insert the 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 behalf on any matter at the EGM of the Company to be held in Glanbia House, Kilkenny, R95 E866 on 11 February 2021 at 11.00 a.m. and at any adjourned meeting thereof. I/We direct that my/our vote(s) be cast on the specified resolutions as indicated by an X in the appropriate box.	t a
Detailed instructions on proxy voting and how to access the EGM remotely are set out in the Notice convening the EGM. You can access the Notice of the EGM, Shareholder Circular, a redline For Against Withheld of the Articles of Association showing the proposed changes and the other documents being placed on display in connection with the EGM by visiting the Company's website: www.glanbia. Resolutions com/egm which will also include any updates or announcements regarding the EGM in the event that circumstances change. 1. To review the Company's affairs and receive and consider the Financial	m Vote 4. To authorise the Directors to fi x the remuneration of the Auditor for the 2020	Vote For Against Withheld
Statements for the year ended 4 January 2020 together with the reports of * For the appointment of more than one proxy, please refer to Explanatory Notes 2 and 6 (see front). the Directors and the Auditor thereon.	fi nancial year.
o Please tick here to indicate that this proxy appointment is one of multiple appointments being made. 2. To declare a fi nal dividend of 15.94 cent per share on the ordinary shares for	5. To receive and consider the Remuneration Committee Report for the year ended 4 January 2020 (excluding the part containing the Directors' Remuneration
the year ended 4 January 2020. r Resolutions 3. By separate resolutions, to re-elect the following Directors who, in accordance with the provisions	Policy) which is set out on pages 84 to 108 of the Annual Report. Special Business	Vote For Against Withheld
of the UK Corporate Governance Code, retire and, being eligible, offer themselves 1. To approve the Migration of the Migrating Shares to Euroclear Bank's central securities depository. for re-election:	Special Resolution: Approval to call Extraordinary General Meetings on 14 6. days' notice.	o o o
2. To amend and adopt the Articles of Association of the Company. (a) Patsy Ahern	7. Ordinary Resolution: Authorisation to allot relevant securities.	o o o
o 3. To authorise the Company to take all actions to implement the Migration. (b) Mark Garvey	8. Special Resolution: Routine dis-application of pre-emption rights.	o o o
(c) Vincent Gorman	9. Special Resolution: Dis-application of pre-emption rights for an additional 5% for specifi c transactions.
f (d) Brendan Hayes (e) Martin Keane	10. Special Resolution: Authorisation of market purchases of the Company's own shares.
n (f) John Murphy	11. Special Resolution: Determination of the price range for the re-issue of treasury shares off-market.
(g) Patrick Murphy	12. Ordinary Resolution: Rule 37 waiver resolution in respect of market
I (h) Siobhán Talbot	purchases of the Company's own shares.* 13. Ordinary Resolution: Rule 9 waiver resolution in respect of the Company's
(i) Patrick Coveney*	employees' share schemes.* 14. Ordinary Resolution: Rule 9 waiver resolution in respect of share acquisitions
r (j) John Daly (k) Donard Gaynor	by Directors.*
(l) Mary Minnick*
(m) Dan O'Connor*	*To be conducted by way of a poll.
o
I/We would like my/our proxy to vote on the resolutions proposed at the EGM as indicated on this form. Unless otherwise instructed, the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.
	Signature	Date
F In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating		DD/ MM/ YY

Signature Date

DD/	MM/		YY

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12MOZF D03

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Vote For Against Withheld

In the case of a corporation, 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)