FBD Holdings plc
9 May 2024
Result of Annual General Meeting
All of the ordinary and special resolutions proposed at the Annual General Meeting of FBD Holdings plc held on 9 May 2024 were duly passed by the requisite majorities on a show of hands at the meeting.
The number of shares with voting rights in issue on 9 May 2024 is 40,769,476 (excluding 164,005 Treasury Shares in issue). Details of the numbers of shares in respect of which valid proxy appointments had been made in advance of the meeting are set out below. Details of the resolutions are contained in the 2024 Notice of Annual General Meeting which is available on the Company's website www.fbdgroup.com.
This announcement will also be made available on the Company's website in the "Investors" section.
| No | Matter | Total Voted excluding withheld | Total For | Against | Withheld |
| 1 | To receive and consider the Report of the Directors and the Financial Statements for the year ended 31 December 2023
| 29,293,368 | 29,293,368
| 0
| 0 |
| | Percentage | | 100.000% | 0.000% | |
| 2 | To declare a dividend on the 14% Non-Cumulative Preference Shares
| 29,293,368 | 29,293,226
| 142
| 0 |
| | Percentage | | 100.000% | 0.000% | |
| 3 | To declare a dividend on the 8% Non-Cumulative Preference Shares
| 29,293,043 | 29,292,901
| 142 | 325 |
| | Percentage | | 100.000% | 0.000% | |
| 4 | To declare a Final Dividend of 100 cent per Ordinary Share | 29,293,368 | 29,293,368
| 0 | 0 |
| | Percentage | | 100.000% | 0.000% | |
| 5 | To receive and consider the Report on Directors Remuneration appearing in the Financial Statements for the year ended 31 December 2023
| 29,293,368 | 29,293,368
| 0 | 0 |
| | Percentage | | 100.000% | 0.000% | |
| 6a | To re-elect Mary Brennan as Director | 29,293,368 | 29,200,991
| 92,377 | 0 |
| | Percentage | | 99.685% | 0.315% | |
| 6b | To re-elect Sylvia Cronin as Director | 29,293,368 | 29,291,668
| 1,700 | 0 |
| | Percentage | | 99.994% | 0.006% | |
| 6c | To re-elect Tim Cullinan as Director | 29,293,368 | 29,293,368
| 0 | 0 |
| | Percentage | | 100.000% | 0.000% | |
| 6d | To re-elect Liam Herlihy as Director | 29,293,368 | 28,679,585
| 613,783 | 0 |
| | Percentage | | 97.905% | 2.095% | |
| 6e | To re-elect Patrick Murphy as Director | 29,293,368 | 29,293,368
| 0 | 0 |
| | Percentage | | 100.000% | 0.000% | |
| 6g | To re-elect John O'Dwyer as Director | 29,293,368 | 29,063,354
| 230,014 | 0 |
| | Percentage | | 99.215% | 0.785% | |
| 6h | To re-elect Tomás Ó Midheach as Director | 29,293,368 | 29,293,368 | 0 | 0 |
| | Percentage | | 100.000% | 0.000% | |
| 6i | To re-elect Richard Pike as Director | 29,293,368 | 29,293,368 | 0 | 0 |
| | Percentage | | 100.000% | 0.000% | |
| 6j | To re-elect Jean Sharp as Director | 29,293,368 | 29,200,991 | 92,377 | 0 |
| | Percentage | | 99.685% | 0.315% | |
| 6k | To re-elect Kate Tobin as Director | 29,293,368 | 29,293,368 | 0 | 0 |
| | Percentage | | 100.00% | 0.000% | |
| 7 | To authorise the Directors to fix the remuneration of the Auditors | 29,293,368 | 29,291,368 | 2,000 | 0 |
| | Percentage | | 99.993% | 0.007% | |
| 8 | To renew the Directors authority to allot shares | 29,293,368 | 29,174,357 | 119,011 | 0 |
| | Percentage | | 99.594% | 0.406% | |
| 9 | To approve a limited disapplication of Pre-emption Rights
| 29,293,368 | 29,287,898 | 5,470 | 0 |
| | Percentage | | 99.981% | 0.019% | |
| 10 | To approve the Directors' additional authority to issue ordinary shares on a non-pre-emptive basis for cash in the case of an acquisition or specified capital investment
| 29,293,368 | 28,215,333 | 1,078,035 | 0 |
| | Percentage | | 96.320% | 3.680% | |
| 11 | To authorise the Company to make market purchase of Own Shares
| 29,293,368
| 29,292,338 | 1,030 | 0 |
| | Percentage | | 99.996% | 0.004% | |
| 12 | To set the off-market re-issue price range for the Company's share held in treasury
| 29,293,368 | 29,291,256 | 2,112 | 0 |
| | Percentage | | 99.993% | 0.007% | |
| 13 | To maintain the authority to convene an EGM by 14 Days Notice
| 29,293,368 | 29,198,444 | 94,924 | 0 |
| | Percentage | | 99.676% | 0.324% | |
| 14 | To authorise the Directors to delist the ordinary shares from the Official List of the Financial Conduct Authority and to remove the ordinary shares from trading on the London Stock Exchange plc's Main Market
| 24,421,076 | 24,419,496 | 1580 | 0 |
| | Percentage | | 99.994% | 0.006% | |
UK Delisting Update
Following the passing of the UK Delisting Resolution, the Company will make applications to the Financial Conduct Authority ("FCA") to cancel the listing of the Ordinary Shares on its Official List and to trading on the London Stock Exchange's Main Market for listed securities. It is anticipated that the last day of dealings of the Company's Ordinary Shares on the London Stock Exchange will be Friday, 7 June 2024. Cancellation of the listing of the Ordinary Shares on the Official List of the FCA is expected to take effect at 8:00 am on Monday, 10 June 2024, being not less than 20 Business Days from the passing of the UK Delisting Resolution as required by the Listing Rules. FBD's primary listing of its ordinary shares on the Main Market of Euronext Dublin will be unaffected.
- A Vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "For" or "Against" any resolution.
- Proxy votes which gave discretion to the Chair of the Annual General Meeting have been included in the "Votes For" total of the appropriate resolution.
- Resolution 6f did not go ahead at the AGM due to the untimely death of Mr David O'Connor.
For Reference
| FBD Holdings plc
| Telephone |
| Nadine Conlon, Company Secretary | 00353 87 3844435
|
About FBD Holdings plc
FBD is one of Ireland's largest property and casualty insurers looking after the insurance needs of farmers, private individuals and business owners.
The following details relate to FBD's ordinary shares of €0.60 each which are publicly traded:
| Listing | Euronext Dublin | Financial Conduct Authority |
| Listing Category | Primary | Premium (Equity) |
| Trading Venue | Euronext Dublin | London Stock Exchange |
| Market | Main Securities Market | Main Market |
| ISIN | IE0003290289 | IE0003290289 |
| Ticker | FBD.I or EG7.IR | FBH.L |
FBD Holdings plc, FBD House, Bluebell, Dublin 12
Registered in Dublin, Ireland Registered Number 135882
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