Glanbia plc Directorate Change
1 June 2018
Glanbia plc ("Glanbia plc" or the "Company"), the global nutrition group, has today appointed Martin Keane as Chairman in place of Henry Corbally. In accordance with previous agreements with Glanbia Co-operative Society Limited ("Glanbia Co-op"), the appointment of a Glanbia Co-op nominee to the chair may continue in effect until no later than 30 June 2020. Patrick Murphy has been appointed to the position of Vice Chairman in place of Martin Keane.
Concurrent with the changes to Glanbia Co-op's nominee to the chair, Jer Doheny has been appointed as a Non-Executive Director and Tom Grant and Patsy Ahern have retired as Non-Executive Directors of Glanbia plc. This reduces the number of Glanbia Co-op Nominee Directors on the Board of Glanbia plc from ten to eight members for the years 2018 and 2019. This reflects the revised Board governance arrangements described in the circular which was sent by Glanbia plc to its shareholders on 28 April 2017 and approved at the Extraordinary General Meeting (EGM) of Glanbia plc held on 22 May 2017. These are described below and were agreed in writing between Glanbia plc and Glanbia Co-op in 2017.
Glanbia Co-operative Society Limited - Right to nominate Glanbia plc Directors
In compliance with Listing Rule 6.2.2 A of the ISE/Listing Rule 9.2.2 AD of the UKLA, Glanbia plc has entered into a written legally binding agreement (the 'Relationship Agreement') with Glanbia Co-op, which is intended to ensure that Glanbia Co-op complies with the independence provisions/undertakings set out in Listing Rule 3.3.7 A of the ISE and 6.5.4 R of the UKLA.
This relationship agreement provides that the governance arrangements set out below will apply with respect to the composition and size of the Board of Glanbia plc.
Glanbia Co-op currently owns 31.5% of the issued share capital of Glanbia plc. Between 2012 and 2017, Glanbia Co-op and the Board agreed the following changes, which will impact the composition and size of the Board between 2018 and 2022:
• In 2018 the number of Glanbia Co-op Nominee Directors will reduce from ten to eight, which number of Glanbia Co-op Nominee Directors will also apply in 2019; and
• In 2020 the number of Glanbia Co-op Nominee Directors will reduce from eight to seven, which number of Glanbia Co-op Nominee Directors will also apply in 2021; and
• In 2022 the number of Glanbia Co-op Nominee Directors will reduce from seven to six, which number of Glanbia Co-op Nominee Directors will also apply each subsequent year thereafter.
It is the intention that Glanbia Co-op would continue to nominate a Glanbia Co-op Nominee as Chairman of the Board until no later than 30 June 2020.
Further, if Glanbia Co-op's shareholding in Glanbia plc falls below 28% of the issued share capital, discussions will take place regarding a further reduction in the size of Glanbia Co-op's representation on the Board.
Jer Doheny has notified Glanbia plc that he has no details to be disclosed as required under Paragraph 6.6.7, Chapter 6 of the Irish Listing Rules and Paragraph 9.6.13, Chapter 9 of the UK Listing Rules.
ENDS
For further information contact: Glanbia plc +353 56 777 2200
Liam Hennigan, Head of Investor Relations: +353 86 046 8375
Martha Kavanagh, Head of Media Relations: +353 87 646 2006
