Result of AGM
Updated : 15:42
28 July 2020
Irish Continental Group plc
Result of Annual General Meeting (“AGM”)
At the AGM of Irish Continental Group plc held today, Tuesday 28 July 2020, all resolutions proposed were passed on a poll.
In compliance with health authority guidance the AGM was held with minimum attendance to ensure social distancing protocols were adhered to and the Company would like to thank shareholders for their forbearance in not attending today’s AGM. Shareholders were requested to appoint the chair of the meeting as their proxy to ensure their votes were included in the poll.
The full text of each resolution was included in the Notice of the Annual General Meeting published and circulated to shareholders on 3 July 2020 and which is available on the Company’s website www.icg.ie .
The table below sets out the results of the poll on each resolution.
| RESOLUTION | For | Against | Total Votes | Withheld | |||
| Number | % | Number | % | Number | Number | ||
| ANNUAL GENERAL MEETING | |||||||
| 1 | To received and consider the Financial Statements for the Year ended 31 December 2019 and the reports of the Directors and Auditors thereon | 146,140,088 | 99.96% | 58,246 | 0.04% | 146,198,334 | 97,200 |
| To re-elect each of the Directors who being eligible offer themselves for re-appointment: | |||||||
| 2.a | John B. McGuckian | 137,870,386 | 95.75% | 6,124,548 | 4.25% | 143,994,934 | 2,300,600 |
| 2.b | Eamonn Rothwell | 139,493,514 | 95.41% | 6,717,020 | 4.59% | 146,210,534 | 85,000 |
| 2.c | David Ledwidge | 140,936,092 | 96.41% | 5,243,276 | 3.59% | 146,179,368 | 116,166 |
| 2.d | Catherine Duffy | 115,345,004 | 87.09% | 17,093,881 | 12.91% | 132,438,885 | 13,856,649 |
| 2.e | Brian O’Kelly | 105,128,413 | 79.37% | 27,327,222 | 20.63% | 132,455,635 | 13,839,899 |
| 2.f | John Sheehan | 128,788,297 | 88.08% | 17,422,237 | 11.92% | 146,210,534 | 85,000 |
| 3 | To authorise the Directors to fix the remuneration of the auditors for the year ending 31 December 2020 | 146,156,754 | 99.97% | 43,580 | 0.03% | 146,200,334 | 95,200 |
| 4 | To receive and consider the Report of the Remuneration Committee for the year ended 31 December 2019 (as an advisory resolution) | 96,665,020 | 70.66% | 38,888,031 | 29.34% | 132,553,051 | 13,742,483 |
| 5 | General authority to allot relevant securities | 138,156,378 | 94.49% | 8,054,156 | 5.51% | 146,210,534 | 85,000 |
| 6 | To disapply statutory pre-emption provisions in specified circumstances for up to 5% of issued share capital | 140,942,732 | 99.90% | 134,556 | 0.10% | 141,077,288 | 5,218,246 |
| 7 | To disapply statutory pre-emption provisions for up to an additional 5% of issued share capital in connection with specified transactions | 140,942,732 | 99.90% | 134,556 | 0.10% | 141,077,288 | 5,218,246 |
| 8 | To authorise the Company to make market purchases of its own shares | 146,136,608 | 99.95% | 73,926 | 0.05% | 146,210,534 | 85,000 |
| 9 | To authorise the Company to re-issue treasury shares | 146,108,778 | 99.93% | 100,756 | 0.07% | 146,209,534 | 86,000 |
| 10 | Authority to convene certain general meetings on 14 days’ notice | 127,301,110 | 87.07% | 18,909,424 | 12.93% | 146,210,534 | 85,000 |
Resolutions 1 to 5 were proposed as ordinary resolutions and Resolutions 6 to 10 were proposed as special resolutions. Votes withheld are not a vote in law and are not considered in counting the total votes for and against.
The Board notes that a minority of shareholders voted against the advisory resolution on the Report of the Remuneration Committee and the re-election of the Committee Chairman. As part of ongoing engagement with shareholders ahead of the AGM, the Board received feedback from a number of shareholders and has a clear understanding of their views and expectations. In the period ahead, the Board will review all feedback from shareholders and build on past practice and continue its programme of engagement with shareholders on this and other matters.
Copies of the resolutions passed will be submitted to the Irish Stock Exchange and the UK National Storage Mechanism. These will shortly be available for inspection at Companies Announcements Office, Euronext Dublin, The Exchange, Foster Place, Dublin 2, and at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Tom Corcoran
Company Secretary