Glanbia Plc — Proxy Solicitation & Information Statement 2019

Mar 19, 2019

Attendance Card

Please bring this card with you to the meeting and present it at shareholder registration/accreditation.

Form of Proxy - Annual General Meeting to be held on Wednesday 24 April 2019 dnesday A

	y l Glanbia plc (the "Company") invites you to attend the Annual u Annual General Meeting of the Company to be held at Lyrath Estate Hotel, eld at h Hotel, Paulstown Road, Kilkenny, R95 F685 at 11.00 am on Wednesday 85 n 1.00 24 April 2019. O Shareholder Reference Number hareholder Nu
Form of Proxy - Annual General Meeting to be held on Wednesday 24 April 2019	n o o dnesday A
Cast your Proxy onlineIt's fast, easy and secure!	i i Control Number: 915685
@ www.eproxyappointment.com	SRN:
a a You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite er and agree to certain terms and conditions.	t PIN:
To view the notice and related documents online log on to: www.glanbia.com/agm log on
m To be effective, all proxy appointments must be lodged with the Company's Registrar at: Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82 or through mited, Citywest Ci www.eproxyappointment.com by 11.00 am on Monday 22 April 2019. yappointment.com ntment.com 11 o
Explanatory Notes: 1. Every shareholder has the right to appoint some other person(s) of their choice, who need erson(s) ne 4.	The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular

Explanatory Notes:

• 1. 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). erson(s) ne attend, a a eting. to chos yo se).
• 2. 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. or Informappointments with ments lo roxy an oxy que nted diffe d attached ore prox n additio rar's you e 24 x re o nam ey P horised e ins m ed votin d roxy n reve orised le ect ng entitlem ignated fu sharehold forms r Me ken the req s
• 3. 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 certifi ed 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 clientservices@computershare.ie. NoFo e designated deFe Pro ive, Fo uthority execut bef Co mea electr out elect re prox clientservices@compute clien

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. differ

4. 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.

• 5. Pursuant to section 1095 and 1105 of the Companies Act 2014 and regulation 14 of the Companies Act, 1990 (Uncertifi cated 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.
• 6. 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, 22 April 2019. 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 (Uncertifi cated Securities) Regulations 1996.
• 7. 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.
• 8. Any alterations made to this form should be initialled.
• 9. The appointment of a proxy will not preclude a member from attending the meeting and voting in person.

All Holders

To review the Company's affairs and receive and consider the Financial Statements for the year ended 29 December 2018 together with the reports of the Directors and the Auditor thereon.				(m) Paul Haran*
To declare a fi nal dividend of 14.49 cent per share on the ordinary shares for the year ended 29 December 2018.				(n) Dan O'Connor*
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:				4. To authorise the Directors to fi x the remuneration of the Auditor for the 2019 fi nancial year. 5. To receive and consider the Remuneration Committee Report for the year ended
(a) Patsy Ahern				29 December 2018 (excluding the part containing the Director's 2018-2020 Remuneration on Policy) which is set out on pages 80 to 101 of the Annual Report.	y y y
(b) Jer Doheny				Special Business
(c) Mark Garvey				l l l 6. Ordinary Resolution: Authorisation to allot relevant securities.
(d) Vincent Gorman				7. Special Resolution: Routine dis-application of pre-emption rights.
(e) Brendan Hayes				n n n 8. Special Resolution: Dis-application of pre-emption rights for an additional 5% for tional specifi c transactions.
(f) Martin Keane				O 9. Special Resolution: Approval to call Extraordinary General Meetings on 14 days' notice. eetings 4 notic
(g) John Murphy
(h) Patrick Murphy				*To be conducted by way of a poll.
(i) Eamon Power
(j) Siobhán Talbot
(k) Patrick Coveney*
(l) Donard Gaynor*
				n Signature
I/We hereby appoint the Chairman of the Meeting OR the following person				o i
efer Please tick here to indicate that this proxy appointment is one of multiple appointments being made. tment rVote r r r To review the Company's affairs and receive and consider the Financial nancial Statements for the year ended 29 December 2018 together with the reports th of the Directors and the Auditor thereon. To declare a fi nal dividend of 14.49 cent per share on the ordinary shares for he ry the year ended 29 December 2018.	ions s	lkenny,	y, m m multipl Vote For Against Withheld	t a a oting entitlement tlement+ on my/our behalf on any matter at the Annual General Meeting of my/o beh Glanbia plc to be held at Lyrath Estate Hotel, Paulstown Road, Kilkenny, R95 F685 at 11.00 am on Wednesday 24 April 2019, and at any adjournment thereof. 11.0 o the X (se Not appoin (l) Donard Gaynor (m) Paul Haran (n) Dan O'Connor*
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 , themselves themselve	prov wi			4. To authorise the Directors to fi x the remuneration of the Auditor for the 2019 fi nancial year.		Vote For Against Withheld
o o o o o o for re-election: (a) Patsy Ahern				5. To receive and consider the Remuneration Committee Report for the year ended 29 December 2018 (excluding the part containing the Director's 2018-2020
				Remuneration Policy) which is set out on pages 80 to 101 of the Annual Report.
f f f f (b) Jer Doheny				Special Business
(c) Mark Garvey				6. Ordinary Resolution: Authorisation to allot relevant securities.
n n (d) Vincent Gorman				7. Special Resolution: Routine dis-application of pre-emption rights. 8. Special Resolution: Dis-application of pre-emption rights for an additional 5%
(e) Brendan Hayes				for specifi c transactions.
I I (f) Martin Keane e				9. Special Resolution: Approval to call Extraordinary General Meetings on 14 days' notice.
(g) John Murphy urphy
(h) Patrick Murphy atrick
r r (i) Eamon Power i)
(j) Siobhán Talbot Talbo
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+ I/We direct that my/our vote(s) be cast on the specifi ed 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). Ordinary Business 1. 2. 3. o o F F (k) Patrick Coveney* Coveney				*To be conducted by way of a poll.

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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 offi cer duly authorised, stating their capacity (e.g. director, secretary).

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