Glanbia plc (GL9) Earnings Call Transcript & Summary

I think we're ready to get underway on today's AGM. Chairman?

Good morning, ladies and gentlemen. I'd like to welcome you all to the 2022 AGM of Glanbia plc. My name is Donard Gaynor, and I am Chairman of Glanbia plc. With me here on the rostrum this morning are the Group Managing Director, Siobhan Talbot; our Group Finance Director, Mark Garvey; and our Group Secretary, Liam Hennigan. All members of the Board are joining this morning, including our Senior Independent Director, Dan O'Connor. I also wish to welcome our auditor, Deloitte, represented by Emer O'Shaughnessy, and Maeve Moran representing Arthur Cox, our legal advisers. I now request the Group Secretary, Liam Hennigan, to read the notice of the meeting and explain some of the practical formalities of the meeting.

Thank you, Chairman, and good morning, everyone. Notice is hereby given that the 2022 Annual General Meeting of Glanbia plc will be held at Hotel Kilkenny, College Road, Kilkenny at 11:00 a.m. on Thursday, 5th of May 2022. I propose that the rest of the notice and related circular be taken as read. Under Article 56 of the company's constitution, the quorum for this meeting is 2 persons. As such, I can confirm that a quorum has been formed for the purposes of this meeting. The meeting will be structured today to focus on a number of core areas, including the Glanbia's strategy and purpose, an overview of the group's trading performance in 2021 and an update on trading in quarter 1 2022 and an outlook for the remainder of this year following from this morning's interim management statement, which is available on our website. After that, we will move on to the key areas of formal business for the meeting. We will then address questions before moving to the formal proceedings of the AGM. Before I hand you back to the Group Chairman, I will take a few moments to briefly explain the configuration of the virtual meeting platform. For those of you in the room, we have a streaming option so that shareholders can join virtually, and we will be able to take questions via virtual platform as well as enable voting for those online. So for those online, the virtual meeting instructions are as follows: Documents relating to the meeting may be viewed by clicking on the documents icon at the top right-hand side of your screen. Questions can be submitted at any time during the meeting by selecting the messaging icon. Questions will be addressed during the Q&A section of the meeting. If you wish to ask a verbal question, then please dial the number provided below during the Q&A session and follow the instructions provided. Votes can be lodged during the meeting once the Chairman has opened the call. All you need to do is click on the voting icon at the top of the platform. This icon is shown on the presentation screen now. When you click on this icon, a pop-up holding screen will open and set out the list of resolutions and the option for you to vote for, against or abstain on each resolution. To cast your vote, simply select one of the options. There is no need to hit a submit bottom or an enter button as the vote is automatically recorded. You may vote at any time during the meeting once the poll has been opened. You can also change your vote at any point up until the time the poll has been declared closed. If you experience any difficulties in the virtual meeting platform, the helpline number is displayed in the home page of the platform. The broadcast will remain visible for the duration of the meeting on the left-hand side of your screen. You will be able to continue to view the broadcast while voting or asking questions. For those of you who are present in the room, you will have an opportunity to ask questions and vote. You will be advised of this at the appropriate time. There are a couple of roving mics in the room, and we will single people out as they wish to ask questions when they raise their hands. And if you wouldn't mind waiting until you receive the mic, so that we can hear you. I'm now going to hand back to the Glanbia plc Group Chairman, Mr. Donard Gaynor.

Thank you, Liam. It's my pleasure as Group Chairman to report a strong set of results for Glanbia in 2021, well ahead of our original expectations for the year. Performance was driven by strong global consumer demand in Glanbia's areas of nutrition expertise across functional ingredient solutions and our portfolio of nutrition brands. We delivered very well across key metrics of revenue, earnings and cash, delivering EUR 4.2 billion in revenue, 22.1% growth in earnings and an excellent cash conversion of 100.2%. The balance sheet is in great shape, returning capital to shareholders through our share buyback program, while also very focused on M&A. We furthered our strategic agenda last month, completing the sale of the plc's share in stake in Glanbia Ireland to Glanbia Cooperative Society in an important strategic evolution of our business. We made significant progress on our ESG strategy last year, aligning to a new long-term sustainability strategy, establishing new governance around ESG, including a Board committee, which I chair, and setting ambitious targets for environmental sustainability. We also furthered our diversity, equity and inclusion strategy significantly, which is now firmly in action across the business. Finally, our proposed dividend of EUR 0.1753 gives us a total 2021 dividend of EUR 0.2928, which is a 10% increase on last year and comes in at the top end of our payout ratio. Our Group Managing Director, Siobhan Talbot, will give more detail in her statement on the 2021 results and on the interim management statement for the first quarter this year, which was issued this morning to coincide with this AGM. As you know, at Glanbia, we are firmly committed to maintaining the highest standards of corporate governance as this is fundamental to our success and ability to generate long-term sustainable growth. There were a number of changes in the composition of the Board and committees during 2021 with further plan for 2022. In accordance with the relationship agreement between Glanbia plc and the Glanbia Cooperative Society, in 2021, the society reduced the number of nonexecutive directors nominated to the Board from 7 to 6 with the retirement of Martin Keane. Society representation will further reduce with the retirement of Vincent Gorman at the conclusion of this AGM. As shareholders will be aware, these changes are all part of an agreed reduction in Society representation on the Board to 3 by 2023. This agreement by the Society is facilitating strengthening of Board diversity, and I'm pleased to note that as of today, female directors comprise 40% of our independent of the Society nonexecutive directors. In other changes, Patrick Coveney stepped down as a nonexecutive director on the 30th of March 2022. I wish to thank Patrick and Vincent for their commitment and valuable contributions to the Board during their tenure. Michael Horan stepped down as Group Secretary after many years of distinguished service, having held that role since 2005. We thank Michael, wish him every success in his new position as Chief Finance and Secretary of Officer of the Glanbia Co-op. We were pleased to welcome Liam Hennigan, as Group Secretary, having pleased as he held the position of Group Director of Strategic Planning and Investor Relations. I look forward to working with Liam in his new role. With reference to the order of business today, we will be dealing with a number of resolutions, the details of which were outlined in the notice to the meeting. Later on, as we get to the formal part of the meeting, we'll have an opportunity to ask questions and vote on those resolutions. But before we do, I'd like to highlight Resolution 6 and 7, which relate to the directors' remuneration report and the proposed directors' remuneration policy. In 2021, due to the COVID-19 pandemic, the company deferred bringing a new remuneration policy to the 2021 AGM. A comprehensive remuneration policy review was undertaken in 2021 with a new policy being proposed for the next 3 years. The remuneration committee completed an extensive shareholder consultation process and engage with proxy advisers to seek their feedback, which has been reflected in the policy. Our revised policy is an evolution of the existing policy with specific changes to ensure alignment with the group's long-term strategy and shareholder experience. The quantum is unaltered, but we have adjusted the mix between short-term and long-term incentives and increased the deferrals into long-term shareholding. Our engagement with the shareholders gives us confidence that the final policy represents shareholder consensus. In conclusion, 2021 was a year when the global environment continued to be volatile as COVID and the COVID-related inflationary trends challenged many sectors. Our strong performance in 2021 once again demonstrated the strength and resilience of our purpose and our nutrition portfolio for our strong global sports and lifestyle brands and nutritional ingredient solutions meet the nutritional needs of many global consumers. The COVID-19 pandemic continue to test the purpose -- our purpose and the people and business that we are proud to lead. Employees have navigated the pandemic-related challenges over the past 2 years in an exemplary manner. We responded well to market volatility, keeping our global facilities operating, navigating inflation and sustaining a robust supply chain while all the time growing our business. I mentioned at the outset that we have made significant progress on our ESG strategy last year. We do not underestimate the scale of the task at hand, but I am confident that Glanbia will rise to the challenge in 2022 and beyond to play our part in meeting the challenge of climate change, perhaps the defining challenge of our generation. As many of you will be aware, the Board has received a letter from a new shareholder with certain views in relation to the group's performance and structure. As is the case with all shareholders, we regularly engage with them and listen to their views. We are confident in the strategy that we have set out for the business, and you'll see from today's performance that the group is in a very strong position at the end of quarter 1, following on from a strong 2021. Today, Glanbia plc employs over 6,000 people in 32 countries, and it is through their efforts that the group has come through COVID-19 pandemic in a strong position. I will now hand you over to our Group Managing Director, Siobhan Talbot.

Thank you, Chairman, and good morning, everybody. I'm delighted to be here with you today to speak about '21 and give you an update on our '22 performance. But firstly, maybe to reiterate what Glanbia is. We are very much a purpose-led global nutrition company. The purpose of Glanbia defines what we do, and our purpose is about delivering better nutrition for every step of life's journey. In Glanbia, that wide team, together with our partners, deliver every day for our customers and consumers. We deliver better nutrition. Never was nutrition more important. We help our consumers and support their active lifestyles. We engage with consumers looking for clean label offerings and providing them nutritional ingredient solutions. And we do that for every step of life's journey. Our products appear in products from infant nutrition to advanced age clinical nutrition. Glanbia is an organization that has evolved enormously over many years. And on that journey, we have developed a really strong capability set. We know nutrition, grounded in a really strong expertise in dairy nutrition. We are now very much more than that. And we have teams of people right across the globe that work with our customers, developing Nutritional Solutions across a whole range of products that meet their needs. We have a powerful brand of family from a very, very small business we acquired 12 years ago. We now have a leading global position in Performance Nutrition, healthy lifestyle products in the branded side and weight management, a superb portfolio that we extend globally. We talk to our consumers all the time. We have great insights in what drives them, how they're feeling, how we can help our products meet their needs. And we have a very strong organization across that global reach. We work closely with many partners and the supply base, making sure that we have sustainable business, sustainable operations and a sustainable supply chain. And we drive the group forward leveraging those capabilities. Glanbia is very much on trends. We are playing into a core area of health and wellness. Noncommunicable diseases is a real issue globally as consumers struggle with heart disease, diabetes. Our products can help our consumers address those health issues. COVID, as we all know, is fundamentally a health crisis. So never was nutrition more important than prevention of health issues. And you can see some statistics here that really play to the strength of the markets in which we operate. Health and wellness is a $1.5 trillion market growing strongly. We're all terribly busy as consumers, so we need nutritious convenient offerings. That market is scheduled to be $98 billion by 2025. And of course, our consumers care about the environment in which we all operate, about the planet, about the ingredients that they consume. They want to understand them, and we can help them with our many clean label offerings. Our products turn up in many ways across many different sectors, and we serve consumers through our branded products and our ingredients across all of these sectors. We turn up supporting active lifestyles with active nutrition products, mainstream food and bev, sports, infants, clinical nutrition and of course, a very strong presence we have in food staples. And how do we do that? Glanbia, as I said, has evolved enormously. Our history is very much rooted in dairy. We have a very significant dairy business in the U.S. and in Europe and we've leveraged that to really go into the value-added side. Our Glanbia Nutritionals business is the partner of choice for many global brand owners. We have a team of people there that work with those brand owners to develop products that resonate with their consumers, again, in that health and wellness space. We're not just a dairy ingredient business by any means. We have significant nondairy activities. We are the second largest globally in the blending of its on minerals, playing into many sectors, again, like infants, mainstream food and bev and clinical nutrition. And then we have a world's leading branded portfolio, Glanbia Performance Nutrition, brands like Optimum Nutrition, our largest brands, the only truly global brand in the sports nutrition space. So brands like Optimum, like SlimFast, like Isopure, like think!, inspiring our consumers to meet their performance and healthy lifestyle goals. We are very ambitious for these platforms. We've grown very well in recent times and we will continue to drive forward that growth agenda. Building on a comment that the Chairman has said and very much led out by the Chairman and the Board committee, sustainability is not new to Glanbia. We have put a lot of focus again in recent times on really embedding that agenda across all dimensions, environmental, social and, of course, governance. Environmental, we have SBTi, now science-backed targets in place, on a journey to net 0 by 2050 at the latest. And we've set interim targets by 2030 on that roadmap. So we will work on our carbon emissions. We're doing a lot of work this year on our packaging, our water, our waste. Our culture in Glanbia is to be very respectful and very in touch with the communities and environment in which we operate. That is what will give us our longevity and resilience, and we'll continue to drive that on. The social agenda across many organizations has evolved enormously as it needed to in recent times, and Glanbia has truly embraced that. Never was the organization more ready to embrace change, and we have a lot of really exciting programs as we develop that. We are an organization that is about our people. I've often said that organizations like Glanbia can have acres and acres of stainless steel, but it is the 6,000 people that get up every day to make Glanbia what it is that make the difference. So health and safety of our people is paramount, has been paramount to the challenges of COVID, and will remain so. And we have great programs to increase diversity, inclusion, focusing in '22 on embedding training, embedding development, thinking deeply about our talent acquisition to truly embed that. And those metrics will be part of our remuneration program so that the whole organization travels this journey as I've no doubt as well. And indeed, the Chairman referenced the Board diversity facilitated indeed by some of the changes by our largest shareholder, again, being progressed very strongly by the Chairman and Board. Turning then to '21. '20, as you know, 2020 was challenging for many organizations. And in 2020, as a team, we were focused about the next step, focused about coming through COVID really strongly that we would be well positioned to drive forward our growth agenda. We have a superb business in Glanbia. We have a highly complementary portfolio of activities that is on trend in a growing global market. We delivered strongly against that agenda in '21, grew our earnings by almost 24% and both platforms of GPM, which is our branded Performance Nutrition business, and NS, which is our Ingredient Nutritional Solutions business, both grew top line really strongly. We had done all of the heavy lifting as we're moving through '20, and it was great to see that recovery in '21. As any organization should, we minded our cash that allowed us then to pay strong dividends to you, as shareholders and to do share buybacks. And that momentum of '21, we're delighted to say, is continuing into '22. These are the themes that we spoke to you and a lot of shareholders through as we were journeying through '21. And we were very focused both on the tactical execution of all the things that we were navigating, but also on the strategic agenda. In late '19, we started a major transformation program in our branded Performance Nutrition business. That has over-delivered for us, has been superbly executed by you and the team and was a fundamental underpin to the delivery of the margin growth in our Branded Nutrition business last year. That sets us up really well as we're navigating the challenges of '22. But we will move beyond things like inflation, and that will position us very well for future growth. Of course, we developed our portfolio. Again, the Chairman referenced the historic transaction between Glanbia plc and Glanbia Co-op, a great relationship between the parties. Together, we have built a really strong business in Glanbia Ireland, and now is the time for both shareholders to pursue their independent strategies from a position of strength. Dairy is at the core of an awful lot of what we have done historically in Glanbia. We've commissioned a $500 million facility in Michigan during the year, and huge credit to the team who did that virtually, all the training, all the commencement, on time, on budget, a superb flagship plant for Glanbia. And of course, we invested in other parts of the organization. Glanbia's journey of growth has been a journey of organic growth of the businesses we own and acquisition. And we were delighted to add 2 really interesting acquisitions to our portfolio last year: LevlUp, a German brand in the direct-to-consumer space for Performance Nutrition; and PacMoore, a brand that increases our capability and healthy snacking for our Ingredients business. And while we were doing that strategic evolution and managing our performance, of course, COVID remained with us through all of '21, and we continue to prioritize the health and safety of our people. All of our plants kept running through all of the challenges of COVID in '20 and '21, and we were delighted that, that was the case. And I know our customers really have acknowledged and appreciated that capability to those challenges. So today, Glanbia, as I've said, is a very strong nutrition portfolio, an evolution of many, many years to really drive to the business we have today that is very strong. Grounded, as I've mentioned, in our U.S. cheese and joint ventures, we're really focusing for growth on what we call NS, which is in Nutritional Solutions, Ingredients and GPN, which is our branded portfolio. We are very optimistic about the growth potential of both of those platforms because we know we are the partner of choice for customers in ingredients, and we are the partner of choice for consumers across many of their motivations and needs. So then finally, 2021, delighted to see the start that we've had. When we did our full year results actually earlier in the year, we said that we had started well. But it's great to see that come fully through as we sit now in this early part of the year. We've had very strong first quarter performance, building on the momentum we had in '21. Like-for-like revenue up 24%, total revenue up 25% on a constant currency basis. Q1 really gives us the confidence that we have been engaging very strongly with our consumers. We stayed very tight to our consumers through COVID through '21, investing behind our brands, investing behind our capabilities on the ingredient side. And that gives us the confidence to really upgrade our guidance for '22 because, yes, of course, like every organization, we are navigating challenges. We are navigating inflation. We are navigating the current geopolitical tensions. We are navigating continued supply chain. But we know that we will navigate those well. We have taken significant mitigating actions. We've taken pricing actions. We have leveraged the transformation program and had cost savings and really watching and minding the P&L, as you would expect. But fundamentally, focused on the long term. Glanbia is about long-term sustainable growth. So we're really pleased that we could upgrade our guidance today from what had been 2% to 8% growth in '22. We've updated that on a constant currency basis between 5% and 10%. But if the U.S. dollar stays as strong it is today, our reported results could be 15% to 20% growth for 2022. So finally, then just to say that as an organization, hopefully, you can have a sense of the ambition very good delivery in '21. We'll build on that further in '22. We have a superb team, a passionate, committed people right across the globe who are very focused on driving our organization forward for the long-term growth for you as shareholders. Thank you very much.

Thank you very much, Siobhan. So how we're going to do this is we have a virtual platform, an online platform. I'm going to start by reading the written submissions that have come into that. We'll then move out to the room here. We've got 2 roving mics with [ Kieran and Martha ]. It's very difficult for us to see people because the lights are quite strong. So I might be calling on Kieran and Martha to actually identify people that wish to ask questions. We will then go back and check the virtual platform again once we've exhausted all the questions in the room, and then we will give people that have dialed in by telephone to ask questions over the telephone. And once we've done all of that, then we'll continue on with the formal business of the meeting. So far, there's 1 question that has been submitted. And the question is, are you satisfied with the process and outcome from the sale of the stake in the Glanbia Ireland joint venture?

I think, in a word, yes, the valuation was determined through a very rigorous and robust analysis, which was subject to detailed corporate processes and advisory. Both the plc and the Co-op were advised separately: The plc by Credit Suisse and the Co-op by KPMG. And the feedback on the transaction from shareholders has been very strongly favorable, with an approval of over 99% at our EGM. Siobhan, do you want to...

No, just to further endorse that Chairman, I think, as I said, we have built a very strong business together in Glanbia Ireland, a strong depth of relationship over many years between Glanbia plc and Glanbia Co-op. And the time was right now for both Co-op and plc to focus on their respective growth strategies.

Okay. We don't have any more questions on the virtual platform. So I'm going -- I can see Kieran, I don't know if you can -- if anybody wishes to ask a question if they could raise our hand, and Kieran or Martha will give you a mic.

I think we have a question here.

Mr. Chairman, James [indiscernible]. Congratulations on your results for 2021 and my best wishes for further progress and results in 2022. I just read in the annual report that the new mozzarella cheese plant in Portlaoise produced 9,600 tonne of mozzarella cheese last year. Now this is in full production, what would you hope it would achieve for the coming year 2022? Thank you, Mr. Chairman.

Thank you. Mr. [indiscernible]. I'm going to hand that right over to you.

Thank you. Yes, we are in the process of still commissioning the facility. So we'll be working that through in the current year. But it is a great addition to the overall mozzarella business that we have. As you know, we're the leading player in mozzarella cheese actually in Europe, and we'll now have a network of facilities between Magheralin in the Northern Ireland, Llangefni in Wales and indeed Portlaoise. So we have a great partnership with Leprino, who are the largest mozzarella player in the U.S. So a lot of ambition for future growth for the Portlaoise brand.

As I said, it's very difficult for us to see. So if anybody has a question, if they could raise their hand, and either Kieran or Martha will go to you with a microphone. Okay. Okay. There's another question after coming in here. Can you provide a little bit more detail as to what has driven the strong performance in the first quarter of this year?

Well, I'm going to let Siobhan handle that, other than to say that I'm extremely proud of those results. I think it's a testament to our strategy, to the hard work of the people because some of the issues that we have faced in the last year have been extraordinary, to say the least. But would you like to...

Thank you, Chairman. Yes, I think really it is -- at its essence, it's just a continuation of the trends that we saw in 2021. We had a very strong '21 across the 2 big platforms of our business and the branded sports nutrition side, Nutritional Solutions. We invested behind that. We put a lot into marketing in the latter part of last year, and we're seeing that really pay dividends. So we started very strongly across both parts of the business. And in our guidance for the full year, today, we've actually said that we expect earnings growth indeed and very good top line growth across both parts of the business. So I think what you're seeing play out is really those positive trends that I referenced in my own words. And you're seeing how we can play into those and maximize our performance across the business. So delighted to see obviously that good start to the year.

Okay. This is a bit like an auction. It's almost -- we're getting into final bids on questions. Are there any further questions in the room? And if there are, if you could raise your hand. Okay. So we will just do 1 last check. If I can ask the operator, the moderator of the meeting. Are there any questions on the telephone line?

We do not currently have any questions on the telephone lines. [Operator Instructions]

Okay. Okay. There are no further questions on the virtual platform. Operator, has anybody instructed a question.

We still do not currently have any questions registered on the telephone lines.

Okay. Well, I guess that concludes the Q&A. We'll move on to the formal business of the meeting. So Chairman?

Thank you, Liam. I'd now like to start the formal proceedings of the AGM. I now propose that each of the resolutions in the notice of today's meeting are put to a vote by way of poll. The poll will be conducted by our registrar, Computershare. For those attending virtually, voting has now been opened on all items of business. The voting icon should now appear on your screens, if you are a shareholder who registered to participate in the AGM via the online virtual meeting platform. Voting will remain open until the conclusion of the meeting. If you are attending today's meeting in person, you can vote by completing the polling card, which is on the reverse of the attendance card you were given on your way into the meeting. Computershare representatives are present and will be available to answer any questions that you may have on completion of the poll cards at the end of the meeting. They will collect the poll cards from you as you exit. If you've already lodged your vote electronically and you do not wish to change your vote, then you do not need to complete a polling card as the vote you have already submitted will be automatically included in the final poll results. Any person attending as a third-party proxy or as a corporate representative should complete a poll card to ensure that your vote is counted. I now call upon the Group Secretary, Liam Hennigan, to briefly describe each resolution.

Thank you, Chairman. The notice of the Annual General Meeting, together with explanatory notes, was published on our website on the 29th of March 2022, and were requested was posted to shareholders. The notice sets out the full text of the resolutions. You can find these resolutions on Pages 22 to 26 of the circular to shareholders. And with your permission, I will explain each resolution briefly. Where the Chairman of the meeting has been given discretion to vote, he will vote in favor of the resolutions where he's permitted. As I'll explain, the resolutions, the results of the proxy votes received in advance of the meeting will be displayed on the screens. So coming to the resolutions and starting with Resolutions 1 and 2. Resolution 1 is requesting shareholders to review the company's affairs and receive and consider the financial statements for the year ended 1 January 2022, together with the reports of the directors and the auditor. Resolution 2 is authorizing the payment of a final dividend of EUR 0.1753 per ordinary share for the year ended 1 January 2022. On the basis that it will be paid tomorrow to all shareholders who are on the register of members at the close of business on the 25th of March 2022, making a total dividend in respect of the year ends 1 January 2022 of EUR 0.2928 per ordinary share. Resolution 3 relates to the reelection of directors, and in accordance with the U.K. Corporate Governance Code, all directors, [indiscernible] Vincent Gorman, who retires today, are seeking reelection at this AGM. Each of the directors who are seeking reelection continue to be effective members of the Board and demonstrate their commitments and responsibilities. Resolutions 3H through to 3L relates to the reelection of directors that the Board has determined and designated as independent directors for the purpose of the listing rules of Euronext Dublin and the United Kingdom Listing Authority. Under the listing rules, because Glanbia Cooperative Society Limited controls more than 30% of the voting rights of the company, it is deemed to be a controlling shareholder of the company. In these circumstances, the list rules provide that the reelection of Róisín Brennan, Paul Duffy, Donard Gaynor, Jane Lodge and Dan O'Connor must be approved by a vote which is supported by both: one, a majority of all shareholders of the company present in person or by proxy; and two, a majority of the independent shareholders of the company present in person or by proxy. That is the shareholders of the company who are not controlling shareholders. The votes of the Board will be excluded when calculating these votes of the independent shareholders. For these resolutions, Resolutions 3H to 3L are being proposed as ordinary resolutions and will be conducted by way of a poll, which all shareholders may vote on. But in addition, the company will separately count the number of votes cast by independent shareholders in favor of the resolution to determine whether the reelection of the independent directors could be approved by independent shareholders of the company only. The results now shown on the screen show how the votes in respect of the independent resolutions would be cast based on the proxies received. In Resolution 4, the directors are seeking the authority to fix the total ordinary remuneration of the nonexecutive directors up to a total aggregate amount not exceeding EUR 1.5 million in any financial year. The current total fee cap was last agreed in 2011. Resolution 5 refers to the directors seeking the authority to fix the remuneration of the statutory auditor, Deloitte Ireland LLP. Resolution 6 requests shareholders to receive and consider the remuneration committee report for the year ended 1 January 2022. And Resolution 7 requests shareholders to receive and consider the proposed 2022 to 2024 directors' remuneration policy, which was described in detail earlier by the Group Chairman. This resolution is being proposed as an advisory nonbinding resolution. It is the company's intention that this policy will apply until 2025 AGM, unless the company seeks shareholder approval for a renewed policy at an earlier date. Resolutions 8 to 11, I'm going to speak about now. With respect to Resolutions 8 to 10, our main agenda items given that each year's AGM and shareholders are being asked to renew those authorities for a period of 15 months. If approved, the authorities in Resolution 8 to 10 will expire on the earlier of the close of business on 4 August 2023 or the date of the AGM of the company in the year 2023. Resolution 8 seeks to maintain the existing authority in the constitution, which permits the company to convene an EGM on 14 days' notice in writing. The purpose of the meeting is to consider an ordinary resolution. Resolution 9 seeks to renew the Director's authority to allot relevant securities within the meaning of Section 1021 of the Companies Act 2014, up to an amount equal to 24.8% of the nominal value of the company's issued share capital being circa 69 million shares. Shares cannot be allotted unless the directors are authorized to do so. Resolution 10, consistent with the statement of the principles issued by the preemption group as updated in March 2015. Shareholders are being asked to disapply the strict statutory preemption provisions in the event of a rights issue or other preemptive issue or any other issue up to an aggregate amount equal to 5% of the nominal value of the company's issued share capital, i.e., disapply of the right for existing shareholders to have the first opportunity to subscribe for any further shares issued for cash being circa 14 million shares. This 5% limit includes any treasury shares reissued by the company while this authority remains operable. The directors do not have any current intention to issue new shares, which, should circumstances change, the directors intend to follow the provisions of the preemption principles regarding cumulative usage of authorities within a rolling 3-year period. These principles provide that companies should consult shareholders prior to issuing other than to existing shareholders shares for cash, representing in excess of 7.5% of the company's issued share capital in any rolling 3-year period. Resolution 11 is also being proposed as contemplated by the statement of principles issued by the preemption group. If approved, the resolution will give the directors an additional power to allot shares on a non-preemptive basis and for cash up to a further 5% of the issued share capital in connection with an acquisition or a specified capital investment, which is announced at the same time as the issue, or which is taken place in the preceding 6 months and is disclosed in the announcement of the issue. This resolution is a standard agenda item each year and was given at last year's AGM. Shareholders are being asked to renew this authority for a further 15 months. Resolutions 12 and 13. Resolutions 12 and 13 are being proposed to continue to give the company flexibility to return value to shareholders by share repurchase of up to a maximum of 10% of the issued share capital, if the circumstances permit, being circa 28 million ordinary shares. Resolution 13 asks shareholders -- Resolution 12 asks shareholders to authorize the company to purchase its own shares up to 10% of the company's issued share capital through market purchases on the securities market. This resolution provides that the minimum price, which may be paid for such shares, shall not be less than the nominal value of the shares, and the maximum price will be the higher of 5% above the 5-day average closing price and the last independent trade made prior to the buyback. This resolution is a standard agenda item each year and was given at last year's AGM. Shareholders are being asked to renew this authority for a further 15 months. Resolution 13 deals with the reissue of treasury shares, i.e., the shares which would be purchased under the previous resolution. The Companies Act 2014 allows the company to reissue treasury shares off market other than on a recognized stock exchange. In the case of an off-market reissue, the issue price range must be specifically stated in the resolution, which authorizes the reissue of those shares. Therefore, Resolution 13, which is proposed as a special resolution, allows the company to reissue the shares at a price between 95% and 120% of the average price on the preceding 5 days. This resolution is a standard agenda item each year, and approval was given at last year's AGM. Shareholders are being asked to renew it for a further 15 months. Rather than read Resolutions 14 and 15 separately and in full, I will treat them as read, and we'll explain the background through resolutions together, following which the Chairman will take any final questions and formally close the poll. Glanbia Cooperative Society Limited hold circa 31.6% of the issued share capital of Gambia plc. Under Rules 9 and 37 of the Irish Takeover Panel Act, the takeover rules, when any person or persons acting in concert, holds 30% or more, but less than 50% of the voting rights, exercisable at a general meeting of the company, and the percentage represented by the voting rights in the company converged by the securities held by that person or persons acting in concert increases by more than 0.5% in any 12-month period by reasons of the acquisition of securities in the company in the case of Rule 9 of the takeover rules, or the redemption or purchase by the company of any of its own securities in the case of Rule 37 of the takeover rules, such person would normally be required to extend the general offer to all shareholders in the company to purchase their shares. For the purpose of the takeover rules, the directors of Glanbia plc and the directors of the Co-op are presumed to be persons acting in concert with the Co-op. Due to the size of the Co-ops holding in Glanbia plc, Glanbia plc cannot exercise the authority to purchase its own shares without a mandatory offer under Rule 37 of the takeover rules being triggered for the Co-op. Similarly, Rule 9 of the takeover rule places constraint on the ability of the directors of Glanbia plc to further acquire shares in the company. The Irish Takeover Panel has agreed to waive any obligation to extend the general offer to all other shareholders in Glanbia plc to purchase their shares, where the percentage holding of the Co-op and its concert party directors up to a maximum of 36.79% of the issued share capital of Glanbia plc. As a result of the buyback of shares in Glanbia plc, a purchase of shares by directors of Glanbia plc up to a maximum of 20,000 shares per director of the delivery of awards under Glanbia plc share schemes, waiver is subject to the passing of relevant resolutions, Resolution 14, permitting buybacks; and 15, permitting each Director of Glanbia plc purchase of the 20,000 shares in Glanbia plc in any 12-month period on a poll date by a majority of the independent shareholders of the company, being all the shareholders of the company other than the society, the Directors of Glanbia plc and the Directors of the society. In summary, Resolution 14 or 15 are quite technical. But in essence, what they are providing for is that the society and the Directors of the company were presumed to be connected parties may in specified circumstances, if approved by the independent shareholders at this meeting, increase their combined shareholding in the company to a maximum of 36.79%, without automatically triggering a bid for the remainder of the shares in the company as would otherwise be required under the takeover panel rules. If there are no further questions, I will now hand you back to the Group Chairman to close the poll and conclude the meeting. Can I just check that there are no further questions in the room? Okay. I'm taking it that there are no further questions. So I'm handing it back to the Chairman.

Thank you, Liam. I declare the polls are closed. The results of the poll will be announced later today on the company's website. While a vote withheld is not a vote for the purpose of today's poll, details of such votes withheld will also be provided in that announcement. The company acknowledges that less than 80% vote against Resolution 14, and in accordance with the U.K. Corporate Governance Code, the company will engage with shareholders in order to understand the reason behind the proxies received against Resolution 14, and we'll publish an update on the views received from shareholders and actions taken no later than the 5th of November 2022. On behalf of the Board, I'd like to offer all our employees my gratitude for their hard work and dedication that has helped deliver another successful year for the group in 2021. With their support and commitment, we look forward to further progress in 2022, and indeed, we've seen a very good start to that. I wish to thank my colleagues on the Board for their contributions and personal support during the year. It is my privilege to serve as your Chairman. Finally, I would like to thank you all again for your cooperation in taking such an active interest in today's meeting. I hope that you and your families stay safe. I now declare the meeting closed, and this concludes the business of the Annual General Meeting. Thank you.

Ladies and gentlemen, just before you depart, there's lunch available on the ground floor at the rear of reception. Thank you.