Doc re. EGM on 11 February 2021

Glanbia plc

Notice of Extraordinary General Meeting
Replacement of CREST with Euroclear Bank for electronic settlement of
trading in Glanbia plc Shares
Amendment of the Articles of Association

An Extraordinary General Meeting ("EGM") of Glanbia plc (the "Company") will be held at 11.00 a.m. on Thursday, 11 February 2021 at Glanbia House, Kilkenny, R95 E866, Ireland, to seek Shareholder approval in respect of certain resolutions relating to the replacement of CREST with a system operated by Euroclear Bank SA/NV for the electronic settlement of trading in the Company's shares (the "Resolutions"). These changes are a direct consequence of the UK's departure from the EU and approval of the Resolutions is necessary to ensure the Company's shares can continue to be settled electronically when they are traded on Euronext Dublin and the London Stock Exchange and remain eligible for continued admission to trading and listing on those exchanges. The Circular which includes the Notice of the EGM (the "Circular"), and a Form of Proxy have been published today and posted, if required, to Shareholders. The Board strongly urges Shareholders to review the contents of the Circular in its entirety, including the documents referred to therein, and consider the Board's recommendation to vote in favour of the Resolutions.

The Circular, the Form of Proxy, the Articles of Association of the Company in the proposed amended form and copies of the documents referred to in the Circular are available to view on the Company's website www.glanbia.com/egm and will be available for inspection during normal business hours on any business day from the date of this announcement until the EGM at the registered office of the Company in Kilkenny and in the United Kingdom at the address specified for this purpose in the Circular. Due to COVID-19 related restrictions, Shareholders are requested not to attend at the addresses above to inspect the documents but instead to inspect them on the Company's website.

Public Health Guidelines and the EGM

The well-being of our Shareholders and our people is a primary concern for the Directors. We are closely monitoring the COVID-19 situation and any advice by the Government of Ireland in relation to the pandemic. We will take all recommendations and applicable law into account in the conduct of the EGM. Under the current COVD-19 regulations, Shareholders will not be able to attend the EGM in person and we would therefore encourage Shareholders to submit their Form of Proxy to ensure they can vote and be represented at the EGM. By submitting a Form of Proxy in favour of the chairman of the EGM you can ensure that your vote on the Resolutions is cast in accordance with your wishes without attending in person. If the current restrictions (or similar more onerous ones) relating to COVID-19 are in force at the time of the EGM, the Company will be required to hold the EGM as a closed meeting (i.e. not generally open to the public).

As it is likely the EGM will be a closed meeting, Shareholders will be provided with a facility to listen to the EGM remotely and follow the business of the meeting as outlined below. The Company continues to monitor the impact of COVID-19 and any relevant updates regarding the EGM, including any changes to the arrangements outlined in this Circular, will be announced via a Regulatory Information Service and will be available on www.glanbia.com/egm.

Telephone dial-in facility

If you wish to listen live to the EGM proceedings remotely, you can do so by availing of the telephone facility and dialing-in to the following number at the time of the meeting (i.e. at 11.00 a.m. on Thursday

11 February 2021):

·    Ireland: +353 (0)1 246 5637

·    UK / International: +44 (0)330 336 9104

·    US: +1 323 794 2095

You will need to enter the participant passcode: 228776 and follow the instructions.

Shareholder Questions

Shareholders may submit questions relating to the business of the meeting by email to [email protected] or in writing by sending a letter, to arrive no later than 9.00 a.m. on Wednesday 10 February 2021 to the Group Secretary, Glanbia plc, Glanbia House, Kilkenny, R95 E866, Ireland. In each case, Shareholders should provide evidence of their shareholding by quoting the Shareholder Reference Number ('SRN') on the Form of Proxy that has been sent to them. Any Shareholder questions received by 10 February 2021 will be summarised and placed with their answers on the Company's website.

Further information in relation to the EGM

In accordance with Irish Listing Rule 6.1.59 and UK Listing Rule 14.3.6, the Circular, related Proxy Form and the Articles of Association of the Company in the proposed amended form will be submitted to the Irish Stock Exchange t/a Euronext Dublin and the UK's National Storage Mechanism and will be available for inspection at the following locations:

·    U.K. National Storage Mechanism: https://data.fca.org.uk/#/nsm/nationalstoragemechanism;

·   Euronext Dublin: Company Announcement Office, The Irish Stock Exchange t/a Euronext Dublin, 28 Anglesea Street, Dublin 2.

To download the Circular of the Extraordinary General Meeting - please go to:

http://www.rns-pdf.londonstockexchange.com/rns/6848L_2-2021-1-14.pdf

To download the Proxy Form for the Extraordinary General Meeting - please go to:

http://www.rns-pdf.londonstockexchange.com/rns/6848L_3-2021-1-14.pdf

To download Constitution of the Company (including amendments to Articles of Association) - please go to:

http://www.rns-pdf.londonstockexchange.com/rns/6848L_1-2021-1-14.pdf

Any relevant updates regarding the EGM, including any changes to the arrangements outlined in the Circular, will be announced via a Regulatory Information Service and will be available on www.glanbia.com/egm

For further information contact

Glanbia plc +353 56 777 2200 

Investors

Liam Hennigan, Group Director, Strategic Planning & Investor Relations: +353 86 046 8375

Media

Martha Kavanagh, Head of Corporate Communications: +353 87 646 2006