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Glanbia Plc — Proxy Solicitation & Information Statement 2022
Feb 1, 2022
1960_agm-r_2022-02-01_18b77a28-0f2f-42e9-bb08-4f7ea072d5e4.pdf
Proxy Solicitation & Information Statement
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Form of Proxy – Extraordinary General Meeting ("EGM") to be held on Friday, 25 February 2022
| Cast your Proxy onlineIt's fast, easy and secure! | Control Number: 917633 | ||
|---|---|---|---|
| www.eproxyappointment.com C1234567890 |
SRN: C1234567890 C1234567890 |
C1234567890 C1234567890 C1234567890 C1234567890 |
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| C1234567890 You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite 1234 1234 1234 and agree to certain terms and conditions. |
C1234567890 PIN: 1234 1234 1234 |
1234 | |
| 1234 |
To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82 (if delivered by hand) or Computershare Investor Services (Ireland) Limited, P.O. Box 13030, Dublin 24, Ireland (if delivered by post) or through www.eproxyappointment.com by 11 a.m. on 23 February 2022 (or in the case of adjournment, 48 hours before the time of the adjourned meeting). To access the EGM remotely visit www.meetnow.global/GLANBIAEGM22
Explanatory Notes:
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- 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).
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- 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 EGM, a shareholder, present in person or proxy, holding more than one share is not required to cast all their votes in the same way.
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- 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].
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- 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.
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.
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- Pursuant to Section 1087G of the Companies Act 2014, only those shareholders registered in the register of members of the Company as at close of business on 21 February 2022 (or in the case of an adjournment as at close of business on the day which is four days before the holding of the adjourned meeting) shall be entitled to attend the EGM or access the audio webcast of the EGM or to attend, speak, ask questions and vote at the meeting in respect of the number of shares registered in their names at that time. 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.
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- Persons who hold their interests in ordinary shares as Belgian law rights through the Euroclear Bank system or as Crest Depository Interests should refer to the notes to the Notice of Extraordinary General Meeting and to the Glanbia website www.glanbia.com/egm.
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- 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.
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- Any alterations made to this form should be initialled.
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- The appointment of a proxy will not preclude a member from attending the meeting and voting in person.
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- You can access the EGM remotely either by (a) audio webcast on the Virtual Meeting Platform which can be accessed by logging onto www.meetnow.global/GLANBIAEGM22 on the day of the EGM; or (b) dialling the conference line, details of which can be accessed by logging onto the Virtual Meeting Platform. Once you have accessed www.meetnow.global/GLANBIAEGM22, you will able to join the meeting by selecting 'Join Meeting Now'. You will then be prompted to enter your unique shareholder reference number (SRN) and PIN. These can be found printed above on this Form of Proxy. Access to the EGM via the audio webcast or by telephone on the Virtual Meeting Platform will be available from 10 a.m. (Irish time) on 25 February 2022.
All Holders
MR A SAMPLE ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4 MR A SAMPLE ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4 MR A SAMPLE ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 MR A SAMPLE ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4 MR A SAMPLE ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4 MR A SAMPLE ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4 MR A SAMPLE ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4 ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4 ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4
ADDITIONAL HOLDER 4
Poll Card To be completed only at the EGM if a Poll is called.
| Resolution | For | Against | Vote Withheld |
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| To approve the Proposed Transaction (as described and defined in the Circular). | |||||
| O | n | y l |
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| n | |||||
| Signature | |||||
| Form of Proxy | o | ||||
| In the exceptional circumstances of the COVID-19 situation the Company urges all shareholders to vote by proxy by appointing the Chairman of the Meeting as their proxy to vote on their behalf. The appointment of a proxy will not preclude a member from attending the meeting and voting in person. Please use a black pen. Mark with an X ✘ inside the box as shown in this example. |
i t |
C1234567890 | A | B C D |
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| I/We hereby appoint the Chairman of the Meeting OR the following person | a | ||||
| m 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 at 11 a.m. on 25 February 2022 at Glanbia House, Kilkenny, R95 E866, Ireland and at any adjourned meeting thereof. |
C1234567890 | A | B C D |
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| I/We direct that my/our vote(s) be cast on the specified resolution as indicated by an X in the appropriate box. | |||||
| r 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 o the EGM, the Shareholder Circular and the other documents being placed on display in connection with the EGM by visiting the Company's website: www.glanbia.com/egm which will also include any updates or announcements regarding the EGM in the event that circumstances change. |
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| * For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front). | |||||
| o Please tick here to indicate that this proxy appointment is one of multiple appointments being made. | |||||
| f n Resolution |
For | Against | Vote Withheld |
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| To approve the Proposed Transaction (as described and defined in the Circular). | |||||
| I r o |
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| F 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. |
| Resolution | For | Against | Vote Withheld |
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|---|---|---|---|---|
| To approve the Proposed Transaction (as described and defined in the Circular). |
| Signature | Date | |
|---|---|---|
| DD / MM / YY |
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)
EXT1086 0 4 GLBI
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