28 April 2023
Regulatory Announcement
Smurfit Kappa Group plc
("Smurfit Kappa" or the "Company")
Results of Annual General Meeting
Smurfit Kappa announces that all resolutions proposed at the Annual General Meeting ("AGM") of the Company held today, 28 April 2023, were duly passed by way of a poll.
Resolutions 1 to 7 (inclusive) were passed as ordinary resolutions and resolutions 8 to 11 (inclusive) were passed as special resolutions. The full text of each resolution was set out in the Notice of AGM which was posted and made available to shareholders on 28 March 2023 (the "Notice"). The Notice is available on the Company's website at https://www.smurfitkappa.com/investors/agm
The results of the poll in respect of each resolution are as follows:
|
Resolution |
FOR |
% |
AGAINST |
% |
TOTAL VOTES |
|
VOTES WITHHELD* |
|
Resolution 1 Consideration of financial statements for the year ended 31 December 2022 and reports of Directors and Statutory Auditor thereon |
183,526,211 |
99.87 |
239,331 |
0.13 |
183,765,542 |
|
288,372 |
|
Resolution 2 Consideration of the Directors' Remuneration Report |
156,754,868 |
86.51 |
24,437,034 |
13.49 |
181,191,902 |
|
2,862,012 |
|
Resolution 3 Declaration of dividend |
184,033,129 |
100.00 |
28 |
0.00 |
184,033,157 |
|
20,757 |
|
Resolution 4 Election of Mary Lynn Ferguson-McHugh |
182,921,078 |
99.40 |
1,111,579 |
0.60 |
184,032,657 |
|
21,257 |
|
Resolution 5(a) Re-election of Irial Finan |
170,528,077 |
92.66 |
13,504,695 |
7.34 |
184,032,772 |
|
21,142 |
|
Resolution 5(b) Re-election of Anthony Smurfit |
182,718,562 |
99.29 |
1,314,210 |
0.71 |
184,032,772 |
|
21,142 |
|
Resolution 5(c) Re-election of Ken Bowles |
182,023,740 |
98.91 |
2,009,032 |
1.09 |
184,032,772 |
|
21,142 |
|
Resolution 5(d) Re-election of Anne Anderson |
176,192,113 |
95.74 |
7,840,659 |
4.26 |
184,032,772 |
|
21,142 |
|
Resolution 5(e) Re-election of Frits Beurskens |
167,923,997 |
91.25 |
16,108,775 |
8.75 |
184,032,772 |
|
21,142 |
|
Resolution 5(f) Re-election of Carol Fairweather |
182,159,673 |
98.98 |
1,873,099 |
1.02 |
184,032,772 |
|
21,142 |
|
Resolution 5(g) Re-election of Kaisa Hietala |
182,070,994 |
98.93 |
1,961,778 |
1.07 |
184,032,772 |
|
21,142 |
|
Resolution 5(h) Re-election of James Lawrence |
175,811,435 |
95.53 |
8,221,337 |
4.47 |
184,032,772 |
|
21,142 |
|
Resolution 5(i) Re-election of Lourdes Melgar |
181,735,453 |
98.75 |
2,297,319 |
1.25 |
184,032,772 |
|
21,142 |
|
Resolution 5(j) Re-election of Jørgen Buhl Rasmussen |
181,049,811 |
98.38 |
2,982,961 |
1.62 |
184,032,772 |
|
21,142 |
|
Resolution 6 Remuneration of the Statutory Auditor |
184,032,005 |
100.00 |
767 |
0.00 |
184,032,772 |
|
21,142 |
|
Resolution 7 Authority to allot shares |
179,502,235 |
97.54 |
4,530,807 |
2.46 |
184,033,042 |
|
20,872 |
|
Resolution 8 Disapplication of statutory pre-emption rights in respect of the allotment of shares for cash up to an aggregate nominal value equal to 5% of SKG's total issued ordinary share capital |
182,706,909 |
99.29 |
1,300,579 |
0.71 |
184,007,488 |
|
46,426 |
|
Resolution 9 Disapplication of statutory pre-emption rights in respect of the allotment of shares for cash up to an aggregate nominal value equal to a further 5% of SKG's total issued ordinary share capital in connection with an acquisition or specified capital investment |
181,434,919 |
98.60 |
2,572,569 |
1.40 |
184,007,488 |
|
46,426 |
|
Resolution 10 Authority to make market purchases of the Company's own shares up to a maximum of 10% of the number of SKG's total issued ordinary share capital |
182,875,950 |
99.42 |
1,065,505 |
0.58 |
183,941,455 |
|
112,459 |
|
Resolution 11 Authority to convene an extraordinary general meeting of shareholders of SKG on not less than 14 days' notice, where the purpose of the meeting is to consider an ordinary resolution |
165,309,254 |
90.32 |
17,715,352 |
9.68 |
183,024,606 |
|
1,029,308 |
* As a "Vote Withheld" is not a vote in law, it is not taken account in the calculation of the proportion of votes for and against the resolution or in the Total Votes shown.
In accordance with the listing rules of the Euronext Dublin and the London Stock Exchange, copies of all resolutions other than resolutions concerning ordinary business will shortly be submitted to the Euronext Dublin and to the UK's National Storage Mechanism and will be available for inspection at:
§ Euronext Dublin - https://direct.euronext.com/#/oamfiling ; and
§ UK National Storage Mechanism - https://data.fca.org.uk/#/nsm/nationalstoragemechanism
For further information on the announcement, please contact:
Gillian Carson-Callan
Secretary
T: +353 1 202 7000
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