Glanbia Plc — Proxy Solicitation & Information Statement 2020

Mar 12, 2020

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, Lyrath, Kilkenny, R95 F685 at 11.00 am on Wednesday 22 April 2020. ttend end General yrath state esday

Shareholder Reference Number hareholder Nu

Form of Proxy - Annual General Meeting to be held on Wednesday 22 April 2020 dnesday A

Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82 or through www.eproxyappointment.com by 11.00 am on Monday 20 April 2020. mited, Citywest Ci yappointment.com o ntment.com 11

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 Informaroxy 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. FoFe 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. No e designated de 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 20 April 2020. 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.

12MOZF D03

Ordinary Business To review the Company's affairs and receive and consider the Financial Statements for the year			4. To authorise the Directors to fi x the remuneration of the Auditor for the 2020 fi nancial year.
ended 4 January 2020 together with the reports of the Directors and the Auditor thereon. To declare a fi nal dividend of 15.94 cent per share on the ordinary shares for the year ended			5. To receive and consider the Remuneration Committee Report for the year ended
4 January 2020.			4 January 2020 (excluding the part containing the Directors' Remuneration Policy) which is set out on pages 84 to 108 of the Annual Report.
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:			y y y Special Business
(a) Patsy Ahern			6. Special Resolution: Approval to call Extraordinary General Meetings on 14 days' notice.
(b) Mark Garvey			7. Ordinary Resolution: Authorisation to allot relevant securities.
(c) Vincent Gorman			l l l 8. Special Resolution: Routine dis-application of pre-emption rights.
(d) Brendan Hayes			9. Special Resolution: Dis-application of pre-emption rights for an additional 5% for specifi c transactions.
(e) Martin Keane			10. Special Resolution: Authorisation of market purchases of the Company's own shares. mpany's n share
(f) John Murphy			11. Special Resolution: Determination of the price range for the re-issue of treasury shares off-market. sue y off-m
(g) Patrick Murphy			n n n 12. Ordinary Resolution: Rule 37 waiver resolution in respect of market purchases of the ct the
(h) Siobhán Talbot			Company's own shares.*
(i) Patrick Coveney*			O O 13. Ordinary Resolution: Rule 9 waiver resolution in respect of the Company's employees' n spect empl share schemes.*
(j) John Daly*			14. Ordinary Resolution: Rule 9 waiver resolution in respect of share acquisitions by Directors.* ution t by Directors
(k) Donard Gaynor*
(l) Mary Minnick*			*To be conducted by way of a poll.
(m) Dan O'Connor*			n
			Signature
			o i You can also instruct your proxy not to vote on a resolution by inserting an "X" in the vote withheld box. ox. t oting entitlement tlement+ on my/our behalf on any matter at the Annual General Meeting of my/o beh
	ions efer		a a Glanbia plc to be held at Lyrath Estate Hotel, Lyrath, Kilkenny, R95 F685 at 11.00 am on Wednesday 22 April 2020, and at any adjournment thereof. o Wedn the X (se Not
Please tick here to indicate that this proxy appointment is one of multiple appointments being made. tment	s	multipl Vote Vote	appoin Vote
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+ 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.		For Against Withheld	For Against Withheld
To review the Company's affairs and receive and consider the Financial nancial Statements for the year ended 4 January 2020 together with the reports of he of the Directors and the Auditor thereon.			m m m 4. To authorise the Directors to fi x the remuneration of the Auditor for the 2020 fi nancial year. 5. To receive and consider the Remuneration Committee Report for the year ended
To declare a fi nal dividend of 15.94 cent per share on the ordinary shares for he ry the year ended 4 January 2020.	r r r r		4 January 2020 (excluding the part containing the Directors' Remuneration
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		Policy) which is set out on pages 84 to 108 of the Annual Report. Special Business
for re-election:			Special Resolution: Approval to call Extraordinary General Meetings on 14 6. days' notice.
o o o o o o (a) Patsy Ahern			7. Ordinary Resolution: Authorisation to allot relevant securities.
f f f f (b) Mark Garvey			8. Special Resolution: Routine dis-application of pre-emption rights.
(c) Vincent Gorman			9. Special Resolution: Dis-application of pre-emption rights for an additional 5%
(d) Brendan Hayes			for specifi c transactions.
n n (e) Martin Keane			10. Special Resolution: Authorisation of market purchases of the Company's own shares.
I I (f) John Murphy			11. Special Resolution: Determination of the price range for the re-issue of
(g) Patrick Murphy			treasury shares off-market.
			12. Ordinary Resolution: Rule 37 waiver resolution in respect of market purchases of the Company's own shares.*
r r (h) Siobhán Talbot bhán			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
(j) John Daly*			by Directors.*
(k) Donard Gaynor* k)
o o o F F (l) Mary Minnick* M l)			*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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