TIDMGNC
RNS Number : 8965Z
Greencore Group PLC
27 January 2022
GREENCORE GROUP PLC
Results of Annual General Meeting
27 January 2022
Greencore Group plc (the 'Company') announces that each
resolution proposed at the Annual General Meeting ('AGM') of the
Company held today, Thursday, 27 January 2022, was passed.
The full text of each resolution was included in the Notice of
the Annual General Meeting of the Company published on 20 December
2021 (the 'Notice') and made available on www.greencore.com .
A full list of the votes received will shortly be available for
inspection on the Company's website, www.greencore.com .
Resolution VOTES VOTES Resolution VOTES VOTES
FOR AGAINST FOR AGAINST
% % % %
-------- --------- ----------- -------- ---------
1 100.00% 0.00% 2 (j) 100.00% 0.00%
-------- --------- ----------- -------- ---------
2 (a) 99.35% 0.65% 2 (k) 99.81% 0.19%
-------- --------- ----------- -------- ---------
2 (b) 99.99% 0.01% 3 53.71% 46.29%
-------- --------- ----------- -------- ---------
2 (c) 100.00% 0.00% 4 100.00% 0.00%
-------- --------- ----------- -------- ---------
2 (d) 100.00% 0.00% 5 100.00% 0.00%
-------- --------- ----------- -------- ---------
2 (e) 100.00% 0.00% 6 85.94% 14.06%
-------- --------- ----------- -------- ---------
2 (f) 99.81% 0.19% 7 94.74% 5.26%
-------- --------- ----------- -------- ---------
2 (g) 99.81% 0.19% 8 99.97% 0.03%
-------- --------- ----------- -------- ---------
2 (h) 99.81% 0.19% 9 94.40% 5.60%
-------- --------- ----------- -------- ---------
2 (i) 100.00% 0.00%
-------- --------- ----------- -------- ---------
The Board notes that while the advisory Resolution 3, to approve
the Annual Report on Remuneration (the 'Remuneration Report'), was
approved, 46.29% of shareholders voted against the Remuneration
Report.
In advance of the 2022 AGM, the Board engaged extensively with
shareholders to discuss the approach to remuneration. The Board
will continue to engage with shareholders on remuneration and other
governance matters in the coming months, with a particular focus on
the concerns of those that did not support the resolution at this
time. In line with the 2018 UK Corporate Governance Code, the
Company will publish an update on the shareholder engagement, as
well as the actions proposed, within six months.
In accordance with the Financial Conduct Authority's ('FCA')
Listing Rules, a copy of each of the resolutions passed at the
Annual General Meeting has been forwarded to the FCA and will
shortly be available for inspection at the following location:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Capitalised words and expressions in this announcement shall,
unless the context provides otherwise, have the same meanings as in
the Notice.
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 6:
'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 GBP1,737,612.71, being an amount
equal to approximately 33% of the aggregate nominal value of the
issued Ordinary Share capital of the Company as at 15 December 2021
and that this authority shall expire at the close of business on
the date of the next AGM of the Company to be held in 2023 or 27
April 2023, 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 7:
'That the Directors be and 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 6 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, open offer, or other pre-emptive 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 GBP263,274.65, being approximately 5% of the aggregate
nominal value of issued Ordinary Share capital of the Company as at
15 December 2021 provided that any treasury shares re-allotted
pursuant to Resolution 9 of this Notice of AGM 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 2023 or 27 April 2023,
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 8:
'That the Company and/or any of its subsidiaries be and 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) in 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 not exceed
GBP526,549.31, being approximately 10% of the aggregate nominal
value of the issued Ordinary Share capital of the Company as at 15
December 2021;
(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% 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 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 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
2023 or 27 April 2023, 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 9:
'That for the purposes of Sections 109 and/or 1078 of the
Companies Act 2014 (the 'Act') the re-allotment price range at
which any treasury shares (as defined by Section 106 of the Act)
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 or its equivalent.
The authority hereby conferred shall expire at the close of
business on the day of the next AGM of the Company to be held in
2023 or 27 April 2023, 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'.
For further information, please contact:
Natasha Mercer
Interim Group Company Secretary
Greencore Group plc
No. 2 Northwood Avenue
Northwood Business Park
Santry
Dublin 9
D09 X5N9
Tel: 353 (0)1 486 3334
About Greencore
We are a leading manufacturer of convenience food in the UK and
our purpose is to make every day taste better. We supply all of the
major supermarkets in the UK. We also supply convenience and travel
retail outlets, discounters, coffee shops, foodservice and other
retailers. We have strong market positions in a range of categories
including sandwiches, salads, sushi, chilled snacking, chilled
ready meals, chilled soups and sauces, chilled quiche, ambient
sauces and pickles, and frozen Yorkshire Puddings.
In FY21 we manufactured 645m sandwiches and other food to go
products, 117m chilled prepared meals, and 256m bottles of cooking
sauces, pickles and condiments. We carry out more than 10,500
direct to store deliveries each day. We have 21 world-class
manufacturing units across 16 locations in the UK, with
industry-leading technology and supply chain capabilities. We
generated revenues of GBP1.3bn in FY21 and employ approximately
13,000 people. We are headquartered in Dublin, Ireland.
For further information go to greencore.com or follow Greencore
on social media.
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END
RAGBKOBQPBKDPDB
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