REG - Smurfit Kappa Group - Result of AGM

Smurfit KappaAnnouncement

26/04/2024 15:45

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RNS Number : 2773M  Smurfit Kappa Group PLC  26 April 2024

 

26 April 2024

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, 26 April 2024, 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 15 March 2024 (the "Notice"). The Notice is
available on the Company's website at
https://www.smurfitkappa.com/investors/agm
(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                                                                           187,145,941                           128,687                             187,274,628                    622,741

 Consideration of financial statements for the year ended 31 December 2023 and                             99.93%                                  0.07%
 reports of Directors and Statutory Auditor thereon

 Resolution 2                                                                           182,509,250                        5,383,960                              187,893,210                        4,159

 Consideration of the Directors' Remuneration Report                                                       97.13%                                  2.87%

 Resolution 3                                                                           179,882,682                        7,866,913                              187,749,595                    147,774

 To receive and consider the Remuneration Policy                                                           95.81%                                  4.19%

 Resolution 4                                                                           187,868,867                             25,021                            187,893,888                        3,481

 Declaration of dividend                                                                                   99.99%                                  0.01%

 Resolution 5(a)                                                                        175,120,324                       12,772,884                              187,893,208                        4,161

 Re-election of Irial Finan                                                                                93.20%                                  6.80%

 Resolution 5(b)                                                                        186,886,669                        1,006,541                              187,893,210                        4,159

 Re-election of Anthony Smurfit                                                                            99.46%                                  0.54%

 Resolution 5(c)                                                                        186,966,382                           926,828                             187,893,210                        4,159

 Re-election of Ken Bowles                                                                                 99.51%                                  0.49%

 Resolution 5(d)                                                                        179,279,372                        7,302,753                              186,582,125                 1,315,244

 Re-election of Anne Anderson                                                                              96.09%                                  3.91%

 Resolution 5(e)                                                                                                          26,430,372                              187,893,208                        4,161

 Re-election of Frits Beurskens                                                   161,462,836              85.93%                                  14.07%

 Resolution 5(f)

 Re-election of Carol Fairweather                                                 186,876,891              99.46%   1,016,319                      0.54%    187,893,210                  4,159

 Resolution 5(g)                                                                        187,537,988                           355,222                             187,893,210                        4,159

 Re-election of Mary Lynn Ferguson-McHugh                                                                  99.81%                                  0.19%

 Resolution 5(h)                                                                        180,828,114                        6,749,358                              187,577,472                    319,897

 Re-election of Kaisa Hietala                                                                              96.40%                                  3.60%

 Resolution 5(i)                                                                        180,208,412                        7,684,795                              187,893,207                        4,162

 Re-election of James Lawrence                                                                             95.91%                                  4.09%

 Resolution 5(j)                                                                        186,714,837                        1,178,373                              187,893,210                        4,159

 Re-election of Lourdes Melgar                                                                             99.37%                                  0.63%

 Resolution 5(j)                                                                        187,331,319                           561,891                             187,893,210                        4,159

 Re-election of Jørgen Buhl Rasmussen                                                                      99.70%                                  0.30%

 Resolution 6                                                                           181,618,832                        6,274,939                              187,893,771                        3,598

 Remuneration of the Statutory Auditor                                                                     96.66%                                  3.34%

 Resolution 7                                                                           179,298,968                        8,561,245                              187,860,213                      37,156

 Authority to allot shares                                                                                 95.44%                                  4.56%

 Resolution 8                                                                           186,961,547                           881,060                             187,842,607                      54,762

 Disapplication of statutory pre-emption rights in respect of the allotment of                             99.53%                                  0.47%
 shares for cash up to an aggregate nominal value equal to 5% of SKG's total

 issued ordinary share capital
 Resolution 9                                                                           186,680,369                        1,196,295                              187,876,664                      20,705

 Disapplication of statutory pre-emption rights in respect of the allotment of                             99.36%                                  0.64%
 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
 Resolution 10

 Authority to make market purchases of the Company's own shares up to a maximum         187,453,635
 of 10% of the number of SKG's total issued ordinary share capital

                                                                                                           99.82%   342,851                        0.18%    187,796,486                  100,883

 Resolution 11

 Authority to convene an extraordinary general meeting of shareholders of SKG           174,847,455                                                               187,893,703
 on not less than 14 days' notice, where the purpose of the meeting is to

 consider an ordinary resolution                                                                           93.06%   13,046,248                     6.94%                                 3,666

 

* 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
(https://direct.euronext.com/#/oamfiling) ; and

 

§ UK National Storage Mechanism -
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

For further information on the announcement, please contact:

 

Gillian Carson-Callan

Secretary

T: +353 1 202 7000

E: agm@smurfitkappa.com (mailto:agm@smurfitkappa.com)

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