Irish Residential Properties REIT

AGM Information • May 4, 2023

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Irish Residential Properties REIT plc (IRES)

Result of AGM

04-May-2023 / 17:20 GMT/BST

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4 May 2023

Result of Annual General Meeting

Irish Residential Properties REIT plc ("I•RES" or the "Company") announces that at its Annual General Meeting held today, 4 May 2023, at the Marker Hotel, Grand Canal Quay, Dublin 2, Ireland, all of the resolutions put to the shareholders at the Annual General Meeting, with the exception of Resolutions 6, 8(a) and 8(b), were passed.

The full text of each resolution, together with explanatory notes, was included in the Notice of Annual General Meeting circulated to shareholders on 3 April 2023 and made available on the Company's website at  https://www.iresreit.ie/investors/shareholder-meetings/year/2023.

Voting on all resolutions was conducted by poll and the results are set out below:

Res No.	Title	For	For Percent	Against	Against Percent	Withheld*	Withheld Percent	Total Votes	Percent Issued Capital voted
01	To receive and consider the financial statements for the year ended 31 December 2022 and the reports of the Directors and Auditor thereon	366,440,877	99.50%	1,837,576	0.50%	254,915	0.07%	368,278,453	69.54%
2A	Re-Elect Declan Moylan	311,862,304	89.87%	35,158,607	10.13%	21,512,457	6.20%	347,020,911	65.53%
2B	Re-Elect Margaret Sweeney	219,887,691	61.46%	137,860,961	38.54%	10,784,716	3.01%	357,748,652	67.55%
2C	Re-Elect Brian Fagan	182,823,589	54.35%	153,538,569	45.65%	32,171,210	9.56%	336,362,158	63.52%
2D	Re-Elect Joan Garahy	308,920,326	86.34%	48,885,971	13.66%	10,727,071	3.00%	357,806,297	67.56%
2E	Re-Elect Phillip Burns	319,043,343	89.23%	38,496,994	10.77%	10,993,031	3.07%	357,540,337	67.51%
2F	Re-Elect Stefanie Frensch	357,242,350	99.92%	297,987	0.08%	10,993,031	3.07%	357,540,337	67.51%
2G	Re-Elect Tom Kavanagh	317,028,895	88.60%	40,777,402	11.40%	10,727,071	3.00%	357,806,297	67.56%

Res No.	Title	For	For Percent	Against	Against Percent	Withheld*	Withheld Percent	Total Votes	Percent Issued Capital Voted
2H	Elect Hugh Scott-Barrett	324,541,222	90.77%	32,999,115	9.23%	10,993,031	3.07%	357,540,337	67.51%
2I	Elect Denise Turner	356,551,442	99.72%	988,895	0.28%	10,993,031	3.07%	357,540,337	67.51%
03	Authority to call a general meeting on 14 clear days’ notice	330,563,264	89.70%	37,970,104	10.30%	-	0.00%	368,533,368	69.59%
04	Continuation in office of KPMG as Auditor	368,498,919	99.99%	34,449	0.01%	-	0.00%	368,533,368	69.59%
05	Fix Auditor Remuneration	368,520,519	100.00%	12,849	0.00%	-	0.00%	368,533,368	69.59%
06	Receive Remuneration Report	133,051,485	36.10%	235,481,883	63.90%	-	0.00%	368,533,368	69.59%
07	Authority to allot relevant securities up to specified limits	324,168,128	90.78%	32,940,126	9.22%	11,425,114	3.20%	357,108,254	67.43%
8A	Authority to disapply pre-emption rights in specified circumstances	182,708,288	49.66%	185,185,352	50.34%	639,728	0.17%	367,893,640	69.47%
8B	Additional authority to disapply pre-emption rights for an acquisition or other specified capital investment	182,713,483	49.66%	185,180,157	50.34%	639,728	0.17%	367,893,640	69.47%
9	Authority to make market purchases of the Company’s own shares	359,553,417	97.57%	8,958,089	2.43%	21,862	0.01%	368,511,506	69.59%
10	Authority to re-allot treasury shares at a specific price range	356,987,305	99.97%	120,949	0.03%	11,425,114	3.20%	357,108,254	67.43%

* A vote withheld is not a vote in law and is not counted in the proportion of votes for or against a resolution.

The Board of I-RES notes that resolutions 6 (To receive and consider the Report of the Remuneration Committee on Directors’ Remuneration), 8(a) (Authority to disapply pre-emption rights in specified circumstances) and 8(b) (Additional authority to disapply pre-emption rights for an acquisition or other specified capital investment) did not receive sufficient support to be passed.

Resolution 6 is an Advisory Resolution and the Board will reflect on the outcome and the disparate range of issues received in relation to the Report. The Board would also like to highlight that it intends to propose a new remuneration policy at the 2024 AGM and will be seeking the views of shareholders on this through a consultation process.  Whilst the pre-emption resolution authorities we are seeking are more conservative than current financial guidelines, it is disappointing they have failed to achieve sufficient support for a second consecutive year and appear to show a similar pattern to the narrowly focused dissent received in 2022. The Board will continue to seek to address any misunderstandings around the issuance and use of capital and believes these standard authorities remain in the interests of shareholders.

The Board also notes that, whilst resolutions 2(b) (re-election of Margaret Sweeney) and resolution 2(c) (re-election of Brian Fagan) were passed by a clear majority of shareholders, they each received less than 80% of the votes cast in favour. The I-RES management team have delivered a successful internalisation process and continue to deliver across all key performance metrics. The Board is unanimous in its confidence in the management team’s ability to deliver on the Company’s strategy and will continue to engage with the small number of shareholders who dissented on this matter and to update the market on initiatives to drive value and navigate the current macro challenges.

The Board values engagement and feedback and takes these votes seriously. The Board will continue to engage constructively with all shareholders and maintain its adherence to the highest governance standards including Board composition, aligning capital proposals with the UK Investment Association's Share Capital Management Guidelines and the Pre-Emption Group's Statement of Principles, and ensuring remuneration frameworks incentivise the delivery of strategy whilst reflecting the expectations of our stakeholders.

The Board is grateful for the time, support and feedback provided by shareholders in advance of the AGM and will provide an update on its response to dissent on the resolutions highlighted above, in line with the UK Corporate Governance Code, within 6 months of the AGM.

Board and Committee Changes

The following Board changes have taken effect from the conclusion of the AGM:

• Aidan O’Hogan retired from the Board;

• Denise Turner was appointed as an Independent Non-Executive Director;

• Joan Garahy has been appointed as the Senior Independent Director and Chair of the Remuneration Committee;

• Tom Kavanagh has been appointed as Chair of the Audit Committee; and
• Stefanie Frensch has been appointed as Chair of the Sustainability Committee. 

In accordance with the Listing Rules of Euronext Dublin, copies of the resolutions passed at the Annual General Meeting relating to special business of the Company have been forwarded to Euronext Dublin and will shortly be available for inspection at:

Euronext Dublin OAM Filing 

For further information please contact:

For Company Secretary:

Anna-Marie Curry    companysecretary@iresreit.ie  +353 (0)87 4438456

For Investor Relations:

Michelle Ang, Director Investor Relations investors@iresreit.ie  +353 (0)87 956 1138

For Media Requests

Melanie Farrell, FTI Consulting    ires@fticonsulting.com   +353 (0)86401 5250

About Irish Residential Properties REIT plc

Irish Residential Properties REIT plc (I-RES) is a growth oriented Real Estate Investment Trust providing quality professionally managed homes in sustainable communities in Ireland. The Group currently owns approximately 4,000 apartments and houses for private rental in Dublin and Cork. I-RES aims to be the provider of choice for the Irish living sector, known for excellent service and for operating responsibly, minimising its environmental impact, and maximising its contribution to the community. The Company's shares are listed on Euronext Dublin. Further information at www.i-res.ie .

Important information

This note applies if and to the extent that there are forward-looking statements in this Announcement.

This Announcement may contain forward-looking statements, which are subject to risks and uncertainties because they relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company or the industry in which it operates, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements referred to in this paragraph speak only as at the date of this Announcement. Except as required by law or by any appropriate regulatory authority, the Company will not undertake any obligation to release publicly any revision or updates to these forward-looking statements to reflect future events, circumstances, unanticipated events, new information or otherwise.

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Dissemination of a Regulatory Announcement, transmitted by EQS Group.

The issuer is solely responsible for the content of this announcement.

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ISIN:	IE00BJ34P519
Category Code:	RAG
TIDM:	IRES
LEI Code:	635400EOPACLULRENY18
OAM Categories:	3.1. Additional regulated information required to be disclosed under the laws of a Member State
Sequence No.:	241538
EQS News ID:	1625101

End of Announcement	EQS News Service

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