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
|
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