TIDMGNC
RNS Number : 6636V
Greencore Group PLC
31 January 2017
31 January 2017
Greencore Group plc
CONTACT: MR. C. O'LEARY TELEPHONE: +353 1 605 1004
FAX: +353 1 605 1084
Result of Annual General Meeting
Greencore Group plc (the 'Company') announces that each
resolution proposed at the Annual General Meeting of the Company
held today, Tuesday 31 January 2017 was passed. The full text of
each resolution was included in the Notice of the Annual General
Meeting of the Company circulated to shareholders on 22 December
2016 and made available on the Company's website
www.greencore.com.
In accordance with the Listing Rules, a copy of each of the
resolutions passed at the Annual General Meeting have been
forwarded to the UK Listing Authority and will shortly be available
for inspection at the following location:
http://www.morningstar.co.uk/uk/NSM.
A full list of the votes received will shortly be available for
inspection on the Company's website, www.greencore.com.
In advance of proposing changes to the Remuneration Policy, the
Remuneration Committee (the 'Committee') consulted with the
Company's largest shareholders in relation to the recommended
changes as voted on today.
Although approved by a majority, two resolutions which were
proposed to the meeting received a lower level of support than when
previously put before shareholders. Resolution 6 related to a
revised Remuneration Policy Report and Resolution 14 related to
amendments to the Greencore Group plc 2013 Performance Share
Plan.
The Committee, as is its practice, will continue to engage with
shareholders into the future on developments in relation to
remuneration policy and approach.
Special Business considered at the Annual General Meeting
For the purposes of Listing Rule 9.6.3, the resolutions approved
by shareholders included the following items of special
business:
Resolution 7:
"That, in accordance with Article 76 of the Company's Articles
of Association, the maximum number of Directors of the Company be
increased from ten to twelve."
Resolution 8:
"'That the Directors of the Company be and are hereby generally
and unconditionally authorised to exercise all the powers of the
Company for the purposes of section 1021 of the Companies Act 2014,
to allot relevant securities (within the meaning of section 1021 of
the Companies Act 2014), up to a maximum nominal amount equal to
GBP2,316,919.06 that this authority shall expire at the close of
business on the date of the next AGM of the Company to be held in
2018 or 30 April 2018, whichever is the earlier, save that the
Company may before such expiry make an offer or agreement which
would or might require relevant securities to be allotted after
such expiry and the Directors may allot relevant securities in
pursuance of such an offer or agreement as if the power conferred
hereby had not expired".
Resolution 9:
"That the Directors be and they are hereby empowered pursuant to
Section 1022 and Section 1023 of the Companies Act 2014, to allot
equity securities (within the meaning of Section 1023 of the
Companies Act 2014) for cash pursuant to Resolution 8 as if
sub-section (1) of the said Section 1022 did not apply to any such
allotment provided that this power shall be limited to:
(a) the allotment of equity securities in connection with any
rights issue or open offer in favour of ordinary shareholders where
the equity securities respectively attributable to the interests of
all ordinary shareholders are proportionate (as nearly as may be)
to the respective number of ordinary shares held by them (but
subject to such exclusions or other arrangements as the Directors
may deem necessary or expedient to deal with the laws of any
territory or the requirements of any regulatory body or any stock
exchange in any territory or in connection with fractional
entitlement, securities laws or otherwise);
(b) the allotment (otherwise than pursuant to sub-paragraph (a)
above) of equity securities up to an aggregate maximum nominal
value of GBP351,048.34 provided that any treasury shares
re-allotted pursuant to Resolution 11 of this Notice of Meeting
shall be included in the calculation of such aggregate maximum
nominal value; and
(c) the allotment of equity securities pursuant to Article
120(b) of the Company's Articles of Association.
This authority shall expire at the close of business on the date
of the next AGM of the Company to be held in 2018 or 30 April 2018,
whichever is the earlier, save that the Company may before such
expiry make an offer or agreement which would or might require
equity securities to be allotted after such expiry and the
Directors may allot equity securities in pursuance of such offer or
agreement as if the power conferred hereby had not expired".
Resolution 10:
"That the Company and/or any of its subsidiaries be and they are
hereby generally authorised to make market purchases or overseas
market purchases (as defined in Section 1072 of the Companies Act
2014), of shares of any class (except the Special Share) of the
Company (the 'Share' or 'Shares') on such terms and conditions and
in such manner as the Directors may from time to time determine but
subject to the provisions of the Companies Act 2014 and to the
following restrictions and provisions:
(a) the maximum number of Shares authorised to be acquired
pursuant to the terms of this resolution shall be such number of
Shares whose aggregate nominal value shall equal GBP702,096.69;
(b) the minimum price which may be paid for any Share shall be
the nominal value of the Share;
(c) the maximum price (excluding expenses) which may be paid for
any Share in the Company (a 'Relevant Share') shall be the higher
of:
(i) 5 per cent above the average of the closing prices of a
Relevant Share taken from the Official List of the London Stock
Exchange for the five business days prior to the day the purchase
is made; and
(ii) the amount stipulated by Article 5(1) of the Market Abuse
(Buyback and Stabilisation) Regulation and any corresponding
provision of any replacement legislation, (being the value of a
Relevant Share calculated on the basis of the higher of the price
quoted for:
(A) the last independent trade of; and
(B) the highest current independent bid or offer for;
any number of Relevant Shares on the trading venue where the
purchase pursuant to the authority conferred by this resolution
will be carried out).
If the means of providing the foregoing information as to
dealings and prices by reference to which the maximum price is to
be determined is altered or is replaced by some other means, then a
maximum price shall be determined on the basis of the equivalent
information published by the relevant authority in relation to
dealings on the London Stock Exchange plc or its equivalent;
(d) The authority hereby granted shall expire at the close of
business on the date of the next AGM of the Company to be held in
2018 or 30 April 2018, whichever is the earlier, unless previously
varied, revoked or renewed by special resolution in accordance with
the provisions of Section 1074 of the Companies Act 2014. The
Company or any such subsidiary may before such expiry enter into a
contract for the purchase of Shares which would or might be
executed wholly or partly after such expiry and may complete any
such contract as if the authority conferred hereby had not
expired".
Resolution 11:
"That for the purposes of Sections 109 and/or 1078 of the
Companies Act 2014 the re-allotment price range at which any
treasury shares for the time being held by the Company may be
re-allotted (including by way of re-allotment off market) shall be
as follows:
(a) the maximum price at which a treasury share may be
re-allotted shall be an amount equal to 120% of the 'Appropriate
Price'; and
(b) the minimum price at which a treasury share may be
re-allotted shall be the nominal value of the share where such a
share is required to satisfy an obligation under an employees'
share scheme (as defined by Section 64 of the Companies Act 2014)
operated by the Company or, in all other cases, an amount equal to
95% of the 'Appropriate Price'.
For the purposes of this resolution the expression 'Appropriate
Price' shall mean the average of the five amounts resulting from
determining whichever of the following (i), (ii) or (iii) specified
below in relation to shares of the class of which such treasury
share is to be re-allotted shall be appropriate in respect of each
of the five business days immediately preceding the day on which
the treasury share is re-allotted, as determined from information
published on the London Stock Exchange reporting the business done
on each of these five business days:
(i) if there shall be more than one dealing reported for the
day, the average of the prices at which such dealings took place;
or
(ii) if there shall be only one dealing reported for the day,
the price at which such dealing took place; or
(iii) if there shall not be any dealing reported for the day,
the average of the closing bid and offer prices for the day;
and if there shall be only a bid (but not an offer) or an offer
(but not a bid) price reported, or if there shall not be any
closing price reported, for any particular day, then that day shall
not count as one of the said five business days for the purposes of
determining the 'Appropriate Price'. If the means of providing the
foregoing information as to dealings and prices by reference to
which the 'Appropriate Price' is to be determined is altered or is
replaced by some other means, then the 'Appropriate Price' is to be
determined on the basis of the equivalent information published by
the relevant authority in relation to dealings on the London Stock
Exchange plc or its equivalent.
The authority hereby conferred shall expire at the close of
business on the day of the next AGM of the Company in 2018 or 30
April 2018, whichever is the earlier, unless previously varied or
renewed in accordance with the provisions of Sections 109 and/or
1078 of the Companies Act 2014 (as applicable) and is without
prejudice or limitation to any other authority of the Company to
re-allot treasury shares on-market".
Resolution 12:
That the continuation in office of KPMG as Auditor of the
Company be and is hereby confirmed.
Resolution 13:
"That the Directors be and they are hereby authorised, pursuant
to Article 120(b) of the Articles of Association of the Company, to
exercise the powers contained in the said Article so that the
Directors may offer to holders of Ordinary Shares in the capital of
the Company the right to elect to receive an allotment of
additional Ordinary Shares, credited as fully paid, instead of cash
in respect of all or part of any dividend or dividends falling to
be declared or paid at this AGM or at any time prior to the next
following AGM of the Company".
Resolution 14:
"That the adoption by the Company of the amended Rules of the
Greencore Group plc 2013 Performance Share Plan in accordance with
its terms be and is hereby approved and that the Directors be
authorised to adopt further plans based on the amended Rules of the
Greencore Group plc 2013 Performance Share Plan but modified to
take account of local tax, exchange control or securities laws in
any jurisdiction, provided that any shares made available under
such further plans are treated as counting towards the limits on
individual or overall participation in the Greencore Group plc 2013
Performance Share Plan".
Resolution 15:
"That the Articles of Association of the Company which have been
signed by the Chairman of this AGM for identification purposes and
which have been available for inspection at the registered office
of the Company since the date of the Notice of this AGM be and are
hereby adopted as the new Articles of Association of the Company in
substitution for and to the exclusion of the existing Articles of
Association of the Company".
C. O'Leary
Group Company Secretary
Greencore Group plc
No. 2 Northwood Avenue
Northwood Business Park
Santry
Dublin 9
This information is provided by RNS
The company news service from the London Stock Exchange
END
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