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Glanbia Plc Proxy Solicitation & Information Statement 2016
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Proxy Solicitation & Information Statement
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glanbia
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 of the Company to be held at Lyrath Estate Hotel, Old Dublin Road (R712), Kilkenny on 27 April 2016 at 11.00 am.
Shareholder Reference Number
Form of Proxy - Annual General Meeting to be held on Wednesday 27 April 2016
Cast your Proxy online...It's fast, easy and secure!
www.eproxyappointment.com
You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shows opposite and agree to certain terms and conditions.
Control Number: 913440
SRN:
PIN:
To view the notice and related documents online log on to: www.glanbia.com/agm
To be effective, all proxy appointments must be lodged with the Company's Registrar at:
Computershare Investor Services (Ireland) Limited, P.O. Box 954, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18 or through www.eproxyappointment.com by 25 April 2016 at 11.00 am.
Explanatory Notes:
- Every shareholder has the right to appoint some other person(s) of their choice, who need not be a shareholder as his/her proxy to exercise all or any of his/her rights, to attend, speak, ask questions and vote on his/her behalf at the meeting. If you wish to appoint a person other than the Chairman of the meeting, please insert the name of your chosen proxy holder in the space provided (see reverse).
- A shareholder may appoint more than one proxy to attend, speak, ask questions and vote at the meeting provided each proxy is appointed to exercise rights attached to different shares held by that shareholder. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on +353 1 247 5349 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). All forms must be signed and should be returned together in the same envelope. Where a poll is taken at the Annual General Meeting, a shareholder, present in person or proxy, holding more than one share is not required to cast all their votes in the same way.
- To be effective, the completed Form 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 with the 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 [email protected].
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 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
- Pursuant to section 1095 and 1105 of the Companies Act 2014 and regulation 14 of the Companies Act, 1990 (Uncertificated Securities) Regulations 1996, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the date of the meeting (or in the case of an adjournment as at close of business on the day which is two days before the date of the adjourned meeting). Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
- To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 11.00 am on Monday, 25 April 2016. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Companies Act, 1990 (Uncertificated Securities) Regulations 1996.
- The above is how your address appears on the Register of Members. If this information is incorrect 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.
- Any alterations made to this form should be initialled.
- The appointment of a proxy will not preclude a member from attending the meeting and voting in person.
All Holders
50155
128P68 D01
Poll Card To be completed only at the Annual General Meeting if a Poll is called.
| Ordinary Business | For | Against | Withheld |
|---|---|---|---|
| 1. To review the Company's affairs and receive and consider the financial statements for the year ended 2 January 2016 together with the reports of the Directors and the Auditors thereon. | ☐ | ☐ | ☐ |
| 2. To declare a final dividend of 7.22 cent per share on the ordinary shares for the year ended 2 January 2016. | ☐ | ☐ | ☐ |
| 3. By separate resolutions, to re-appoint the following Directors who, in accordance with the provisions of the UK Corporate Governance Code, retire and, being eligible, offer themselves for re-appointment: | |||
| (a) Patsy Ahern | ☐ | ☐ | ☐ |
| (b) Henry Corbally | ☐ | ☐ | ☐ |
| (c) Jer Doheny | ☐ | ☐ | ☐ |
| (d) Mark Garvey | ☐ | ☐ | ☐ |
| (e) Jim Gilsenain | ☐ | ☐ | ☐ |
| (f) Vincent Gorman | ☐ | ☐ | ☐ |
| (g) Tom Grant | ☐ | ☐ | ☐ |
| (h) Brendan Hayes | ☐ | ☐ | ☐ |
| (i) Patrick Hogan | ☐ | ☐ | ☐ |
| (j) Martin Keane | ☐ | ☐ | ☐ |
| (k) Michael Keane | ☐ | ☐ | ☐ |
| (l) Hugh McGuire | ☐ | ☐ | ☐ |
| (m) Matthew Merrick | ☐ | ☐ | ☐ |
| (n) John Murphy | ☐ | ☐ | ☐ |
| (o) Patrick Murphy | ☐ | ☐ | ☐ |
| Other | For | Against | Withheld |
| --- | --- | --- | --- |
| (a) Brian Phelan | ☐ | ☐ | ☐ |
| (b) Eamon Power | ☐ | ☐ | ☐ |
| (c) Siobhán Talbot | ☐ | ☐ | ☐ |
| (d) Patrick Coveney * | ☐ | ☐ | ☐ |
| (e) Donald Gaynor * | ☐ | ☐ | ☐ |
| (f) Paul Haran * | ☐ | ☐ | ☐ |
| (g) Dan O'Connor * | ☐ | ☐ | ☐ |
| 4. To authorise the Directors to fix the remuneration of the Auditors for the 2016 financial year. | ☐ | ☐ | ☐ |
| 5. To receive and consider the Remuneration Committee report for the year ended 2 January 2016 (excluding the part containing the Directors' Remuneration policy). | ☐ | ☐ | ☐ |
| 6. To consider the appointment of Deloitte as Auditors of the Company. | ☐ | ☐ | ☐ |
| Special Business | |||
| 7. Ordinary Resolution: Authorisation to allot relevant securities shares. | ☐ | ☐ | ☐ |
| 8. Special Resolution: Authorisation to allot equity securities otherwise than in accordance with statutory pre-emption rights. | ☐ | ☐ | ☐ |
| 9. Special Resolution: Authorisation to retain the power to hold an Extraordinary General Meeting on 14 days notice. | ☐ | ☐ | ☐ |
| 10. Special Resolution: Authorisation to amend the Articles of Association of the Company. | ☐ | ☐ | ☐ |
| *To be conducted by way of a poll. |
Signature
Form of Proxy
Please use a black pen. Mark with an 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.
I/We hereby appoint the Chairman of the Meeting OR the following person
Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).
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 Annual General Meeting of Glanbia plc to be held at Lyrath Estate Hotel, Old Dublin Road (R712), Kilkenny on 27 April 2016 at 11.00 am, 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.
- 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 multiple appointments being made.
| Ordinary Business | For | Against | Withheld |
|---|---|---|---|
| 1. To review the Company's affairs and receive and consider the financial statements for the year ended 2 January 2016 together with the reports of the Directors and the Auditors thereon. | ☐ | ☐ | ☐ |
| 2. To declare a final dividend of 7.22 cent per share on the ordinary shares for the year ended 2 January 2016. | ☐ | ☐ | ☐ |
| 3. By separate resolutions, to re-appoint the following Directors who, in accordance with the provisions of the UK Corporate Governance Code, retire and, being eligible, offer themselves for re-appointment: | |||
| (a) Patsy Ahern | ☐ | ☐ | ☐ |
| (b) Henry Corbally | ☐ | ☐ | ☐ |
| (c) Jer Doheny | ☐ | ☐ | ☐ |
| (d) Mark Garvey | ☐ | ☐ | ☐ |
| (e) Jim Gilsenain | ☐ | ☐ | ☐ |
| (f) Vincent Gorman | ☐ | ☐ | ☐ |
| (g) Tom Grant | ☐ | ☐ | ☐ |
| (h) Brendan Hayes | ☐ | ☐ | ☐ |
| (i) Patrick Hogan | ☐ | ☐ | ☐ |
| (j) Martin Keane | ☐ | ☐ | ☐ |
| (k) Michael Keane | ☐ | ☐ | ☐ |
| (l) Hugh McGuire | ☐ | ☐ | ☐ |
| (m) Matthew Merrick | ☐ | ☐ | ☐ |
| Other | For | Against | Withheld |
| --- | --- | --- | --- |
| (a) John Murphy | ☐ | ☐ | ☐ |
| (b) Patrick Murphy | ☐ | ☐ | ☐ |
| (c) Brian Phelan | ☐ | ☐ | ☐ |
| (d) Eamon Power | ☐ | ☐ | ☐ |
| (e) Siobhán Talbot | ☐ | ☐ | ☐ |
| (f) Patrick Coveney * | ☐ | ☐ | ☐ |
| (g) Donald Gaynor * | ☐ | ☐ | ☐ |
| (h) Paul Haran * | ☐ | ☐ | ☐ |
| (i) Dan O'Connor * | ☐ | ☐ | ☐ |
| 4. To authorise the Directors to fix the remuneration of the Auditors for the 2016 financial year. | ☐ | ☐ | ☐ |
| 5. To receive and consider the Remuneration Committee report for the year ended 2 January 2016 (excluding the part containing the Directors' Remuneration policy). | ☐ | ☐ | ☐ |
| 6. To consider the appointment of Deloitte as Auditors of the Company. | ☐ | ☐ | ☐ |
| Special Business | |||
| 7. Ordinary Resolution: Authorisation to allot relevant securities shares. | ☐ | ☐ | ☐ |
| 8. Special Resolution: Authorisation to allot equity securities otherwise than in accordance with statutory pre-emption rights. | ☐ | ☐ | ☐ |
| 9. Special Resolution: Authorisation to retain the power to hold an Extraordinary General Meeting on 14 days notice. | ☐ | ☐ | ☐ |
| 10. Special Resolution: Authorisation to amend the Articles of Association of the Company. | ☐ | ☐ | ☐ |
*To be conducted by way of a poll.
I/We direct my/our proxy to vote on the resolutions proposed at the Meeting as indicated on this form.
Where no instruction appears above as to how the proxy should vote the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.
Signature
Date
DD/MM/YY
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).
CCS0532 09
GLBI
128P98 D01