Greencore Group plc (GNC) Earnings Call Transcript & Summary

January 26, 2021

London Stock Exchange GB Consumer Staples Food Products shareholder_meeting 36 min

Earnings Call Speaker Segments

Operator

operator
#1

Welcome to the Greencore Group plc 2021 Annual General Meeting and Extraordinary General Meeting. The scheduled speaker today is Gary Kennedy, Chairman; Patrick Coveney, Chief Executive Officer; and Jolene Gacquin, Group Company Secretary. I will now hand over to Gary Kennedy to officially open the meeting.

Paul Kennedy

executive
#2

Thank you, and good morning, ladies and gentlemen, and welcome to the 30th AGM of Greencore Group plc. As you're aware, at 11:00 or after the completion of the AGM, we will also be holding an EGM. And the purpose of the EGM is to consider all matters relating to the migration of Greencore shares from the current settlement system to a new system, and we will discuss this in further detail at the EGM. This is now my 8th AGM as Chairman of Greencore. Unfortunately, it's the first time during my tenure where I have not been able to meet you personally and speak with you under normal circumstances. As you probably know, my fellow Board members and I enjoy the opportunity to speak with you at our general meetings. However, this year, in light of the severe risks associated with COVID-19, the Irish government's restrictions in relation to nonessential travel and public gatherings, unfortunately, shareholders have not been able to attend the meeting as it was necessary for us to take prudent actions to protect you, our colleagues and larger stakeholder groups. You would have seen the formal agendas for today's meetings, which were published with the official notice of the AGM and notice of the EGM on the 21st December 2020. I will come onto the formal agenda at the meeting of the AGM in a moment. As set out in the notice of the meetings, this year, the AGM and EGM have been held at the group head office in Dublin with a limited number of shareholders in attendance. Here in the room with me today is Patrick Coveney, our Group Chief Executive; Emma Hynes, our Chief Financial Officer; and Jolene Gacquin, our group Company Secretary. And the representatives from our registrar, Computershare, have dialed in to the meeting as well as our lead audit partner from Deloitte. We also have a number of guests dialing in to listen to this morning's proceedings. And I'd like to thank you all for taking the time out to join us. I'd also like to take the opportunity to welcome Emma Hynes to her first AGM, and indeed, her first EGM as our new Chief Financial Officer and as a Director of the company. And I'd also like to extend my welcome to each of our nonexecutive directors who are all listening into today's meetings remotely, unfortunately not able to attend in person. Little bit of sad news. In terms of after nearly 8 years on the Board, non-executive directors, Heather Ann McSharry and John Warren will retire from the Board at the conclusion of today's AGM. Both Heather Ann and John joined the Board in January '13, when I became Chairman, and each has set an invaluable role in driving the Board's agenda, strategy and purpose. And I'd like to give heartfelt thanks to both Heather Ann and John for their unwavering support to me personally and to the company's dedication and input to the group over the past 8 years. And we wish them both all the best in future endeavors. On the 9th of December 2020, we announced the appointment of John Amaechi, Linda Hickey and Anne O'Leary as new non-executive directors with effect from the 1st of February 2021. We are delighted that subject to the relevant resolutions been approved by shareholders today that John, Linda and Anne will be joining our Board. Their addition brings significant and wide-ranging experience across capital markets, sustainability, digitalization, analytics as well as culture and behavioral change. At all Greencore meetings, we encourage questions from shareholders. And the little shareholders not physically present today, we have put in place a number of ways in which shareholders have the opportunity to voice their questions and concerns. As set out in the documentation that's issued to shareholders in advance of today's meeting, shareholders were invited to write to us directly to pose any questions. And this year, shareholders are also able to submit questions through the audio webcast. So to access the audio webcast, please follow the instructions set out on our website, which is www.greencore.com, where you'll find the link to access the webcast. You will need your shareholder reference number to access it, and you can start submitting your questions now. This morning, you would also see on our website that we issued our first quarter trading statement, which covered the quarter up to Christmas Day 2020, 13 weeks of trading. I think the overall summary of that was resilient through a very challenging environment. The 3 priorities that we had set our stall out on and to work through the call of the challenge were: keeping our people safe; feeding the U.K.; and protecting our business, and they are still very relevant and have served as well. You will see from the trading statement that our group revenue was down 15% in quarter 1. And for our food to go business, it was down 22%. And that's really around reduction in mobility arising from the tiered restrictions regionally in U.K. and subsequent lockdowns. You will also see that we're quite positive in both adjusted operating profit and adjusted EBITDA, which is encouraging. We've executed well against growth opportunities and new business opportunities, which again, is encouraging for the future. As you well are aware as well, we renegotiated debt financing agreements and also successfully placed GBP 90 million by way of an equity raise, which protects our business in the near term and allows us to address value-creating opportunities. The latest lockdown significantly is impacting food to go categories. Our current revenue is down 20%. But in food to go, it was down 35%. But when you compare that to the impact of the first lockdown back in March '20, you'll have seen that the drop in food to go back then was somewhere closer to 63%. So that is encouraging, albeit challenging. Since we last talked, Brexit has obviously become a formality with the new trade agreement signed between the U.K. and Europe effective from January 1. To date, we've had little operational impact due to our forward planning and some supply chain positioning. And in previously referenced documentation, you would have seen that, unfortunately, we've had to sustain our dividend policy. We indicated that for full year dividend '20 and interim dividend '21 that it would not be taking place. And obviously, we would like to reinstate as soon as feasible. Before I hand over to Patrick, our CEO, to say a few words just in terms of the business performance, on behalf of the wider Board, I'd like to reiterate my thanks to all the Greencore colleagues who have been working so hard over the past year in very difficult circumstances. It's been a very difficult time for everyone, and we have all been impacted by the virus in some way or another. Our colleagues' support, resilience and dedication has been nothing short of phenomenal, and we would not be the driven business we are today without them. Our colleagues truly do help us to fulfill our purpose of making every day just better. I have the privilege of meeting virtually with many functional experts in the group over the past year and constantly amazed at the level of agility, drive and resilience they've shown even in times of extreme pressure. I'd also like to thank my fellow Board members for their invaluable inputs, support and insight. And not only to me but to the executive directors and the wider leadership team of the company. In financial year '20 alone, we have 51 Board and committee meetings in addition to many other informal engagements. This year is promising to be another challenging busy year. Equally on behalf of the Board, I'd like to express our sympathies to the families and friends of our colleagues, shareholders, advisers and wider stakeholder groups who have sadly passed away as a result of COVID-19, and we wish a full and speedy recovery to those who are unwell with the virus. And with that, I'll hand over to Patrick to give us an update on the business.

Patrick Coveney

executive
#3

Yes. Thanks, Gary, and good morning, everyone. Thank you to those who've made the effort to join us in this virtual format. And indeed thank you to everyone for their ongoing support. Let me start by echoing what Gary has said. Our thoughts, my thoughts and sympathies are with the families and loved ones of those who have died, those who have been left sick or those who have been damaged in other ways as a result of COVID-19. Last year, and indeed in several meetings or AGMs, I've highlighted how Greencore's history, frankly, has been steeped in and characterized by ongoing and fundamental change. And indeed, FY '20 was no exception, albeit in nature of that change. And the nature of that impact has been different, indeed, on anticipated. COVID-19 has presented us with significant challenges, a set of challenges that in aggregate, none of us have experienced before. And hopefully, I would say, none of us will experience again once we get to the other side of it. The way in which we've conducted our business and maintained our focus on the 3 priorities of keeping our people safe, feeding the U.K. and Ireland and protecting our business, makes me immensely proud to be the CEO of Greencore. I'm extremely grateful. I wanted to say huge and sincere thanks to all of you, to our Board, our Greencore colleagues, our shareholders, our suppliers and our customers, who have supported our business and our executive team through all of this, who've worked collaboratively to help us navigate through this ongoing challenging environment. In particular, if I could, Gary, I'd like to just acknowledge 3 particular stakeholders in 3 particular ways in which we've been supported. Firstly, to call out the more than 10,000 of our frontline colleagues who have worked across our manufacturing sites and distribution depos right through this pandemic. They are the true food heroes. And without them, we would not have been able to keep our communities fit, to keep our business operating and to provide much-needed high-quality food to consumers. It's been a privilege for me to spend time with our frontline leaders, some of it physically, but frankly most of it virtually throughout this crisis. And I, and I know our Board, have been truly inspired, humbled and are just enormously grateful for that skill, positive attitude and resilience that our front-line colleagues have shown. Secondly, I want to thank our customers. This has been an extraordinarily volatile period in terms of demand. And they've worked hand in glove with us to continue to deliver and to change our product ranges and to support us in all sorts of ways as we catch to our mission of keeping the U.K. and Ireland fed and keeping our people safe. And finally, I wanted to thank our shareholder and debtholder partners, including some of our shareholders who are on this call, for their support throughout the period. The impact on our economic model has been significant. But in particular, the support that our debt holders and equity holders provided to us at the end of November when we reset our banking arrangements and raised an additional $90 million of gross proceeds has been very important in protecting our business and setting us up to be successful in the future. Although financial year '20 and indeed, the first quarter of FY '21 have been challenging, it has also, notwithstanding all of these challenges, being a very energizing time for the business. We've continued to deliver against our group strategy, a strategy that we reset at the end of September in 2019. We fully integrated Freshtime, a business that we acquired in 2019. And we've embedded a new organizational structure, which includes 5 business units alongside our group functions. While our strategy has not materially changed during the pandemic, we have, of course, had to change our focus. And I've been impressed by how quickly and efficiently our teams have been able to adapt our business and adapt our strategy to meet the changing demands of our consumers and the changing way in which we're having to run our business through the last 12 months. Keeping our people safe has been our top priority through this pandemic. And we've engaged intensively with regulatory bodies, with our -- with peer companies, with our customers, with Defra in the U.K. and with the wider food supply chain to ensure that we are doing everything we possibly can in this area. We've significantly increased our focus on health and well-being as well to ensure that colleagues not only working at site but also working remotely and offsite, have the support that they need. In terms of feeding the U.K. and Ireland, we've worked closely with our customers to manage and maintain supply and demand across our different business units. This has involved us having to, in some instances, temporarily stop and then restart production at some of our sites in Atherstone, Bow and Heathrow, for example, during the summer. And we've also used our internal network to move products around between sites through the year and especially in the late spring and summer when an outbreak in the Northampton area led to a temporary closure of one of our sites there. We've also worked throughout with national charities in the U.K., such as GroceryAid and FareShare. We've supported shielded communities by contributing towards food parcels that government arranged for them. And across every site and every distribution center, we've worked to supply food typically through food banks and other community initiatives across multiple, multiple regions within the U.K. The focus that we put on these 3 priorities during COVID-19 has highlighted the importance of having a clear and defined purpose for our business all of our stakeholders can buy into. During the year, we built on our strategy and complemented our existing way of working, which we call the Greencore Way, to define and embed a single, clear integrated purpose for how we lead our group. This is encapsulated in our purpose statement, which is making every day taste better. That's making everyday taste better. We launched this internally last October, and we shared it with some of our external stakeholders in November. But any purpose statement has to be much, much more than just words. It's about making commitments and taking action that will ensure that we bring this purpose to life and live it every day. And as some of you will be aware, when we released our annual report at the end of November, concurrent with that, we also developed and released a sustainability report. This outlines our ambitions in terms of sustainability and our strategy as we aim to lead the sustainability agenda for our sector. We've developed a series of aspirational goals to reflect long-term ambitions in these areas, but we've also underpinned these goals with specific near-term milestones and targets as we get going on this longer-term journey. While we do unfortunately continue in lockdown or lockdown 3, as it's referred to in the U.K., we maintain a resolute focus on the challenges and opportunities of the near-term trading environment. We are not losing sight of our broader ambition to optimize the growth potential of the business in what we believe to be an attractive long-term U.K. convenience food market. I'm confident that over time, and hopefully, with the ongoing vaccination program, revenue, profitability and returns in our business will continue to be rebuilt. This recovery may be volatile. In other words, it may not go on a straight line and it will take time. But we know that there are great opportunities. And we are focused on being ready to capture them and to make sure that we can have a stronger business as we emerge eventually from this pandemic. 2020 was, without doubt, the most challenging year for our business in the 15 years, in which I've been at Greencore in the 12 years or 12.5 years in which I've been CEO. It has, and it continues to be, a real privilege to lead our business. And it is made so much easier by the support that I get from all of the stakeholders that I've mentioned, but in particular, from Gary and our Board. Despite the ongoing challenges that we face, I look forward to this year with confidence. We have challenges to work through right now with all of the restrictions and all of the constraints around our -- the society, our communities and indeed all of us at home and in our workplace or have been with COVID. But we will come out the other side of this. And as we do, we think Greencore is going to be in nice shape. So with that, I'm going to hand back to Gary.

Paul Kennedy

executive
#4

Thank you, Patrick. Now I'd like to respond to some of the questions received in advance of the meetings and submitted through the audio webcast live today. [Operator Instructions] Questions that pertain to the migration of shares at the EGM, I intend to deal with it at that forum. And however, we have received 1 question via the webcast, which relates to both the AGM and EGM, which I will cover off now. It's quite a technical question, but the answer is quite important in terms of the implications for all of our shareholders and their ability to interface with us to ask questions and attend. But the shareholder posed the questions as follows, it was whether Greencore is or is not a traded PLC as defined by the Irish Companies Act and whether the directors would ensure that owners of shares in the company, including the shares held in certificated form and in or through Euroclear Bank have and will continue to have all the rights including Section 1107, which the Irish Companies Act, including the Companies Act 2014, confer on members of traded PLCs. So just in terms of response to that, as a result of Brexit, the London Stock Exchange is no longer an EU-regulated market. That means that the provisions of the Companies Act do not apply to Greencore. They apply only to those with a listing on an EU-regulated market. And for those purposes, Greencore does not come within the meaning of the traded PLC under the Companies Act. Section 1107, dealing with the right to ask questions is one of those provisions. However, since Section 1107 largely reflects the common law applicable to Irish companies, irrespective of that section, shareholders will continue to have the right to ask questions at AGMs and EGMs whether or not Section 1107 applies. Following the proposed migration from CREST to Euroclear Bank, investors holding through Euroclear Bank will exercise a number of their rights, including attending, voting at and speaking at an AGM or EGM, by obtaining a proxy appointment from Euroclear Bank. That is the manner in which we envisage that investors will continue to exercise the right to ask questions even though Section 1107 will not apply to Greencore. Greencore also remains committed to active engagement with its investors. And as part of good Investor Relations, we always welcome questions from its investors. And I think our track record will support that over many years. The U.K. is also transposed into domestic law, large parts of EU securities law, including in respect of the Transparency Regulation, the Market Abuse Regulation and the Prospectus Regulation. And Greencore will therefore continue to be subject to these rules to a similar standard, to that which previously applied. In addition, Greencore continues to be subject to the requirements of the U.K. listing rules. So hopefully, that answers that. We have 1 or 2 other questions coming in. I'm going to group 2 questions together. One, shareholder asked us, "As a long-serving shareholder, I feel there's a little further economies you can squeeze out of operations after demand for food to go collapse as a result of working at home. My question is whether your Board is reviewing long-term future is in amalgamation with a company in similar business, making discrete contracts through M&A." And we had a question in from another shareholder, which effectively said, "The results are very bad. Can you continue along without M&A?" So just in response to that, I suppose, with every market disruption, there are inevitably challenges, which both Patrick and myself have referred to, but also opportunities do get created. And I think when you look at the history of Greencore and its track record, it has been very effective at exploiting opportunities in challenging periods. The Uniq acquisition was a perfect example a number of years ago. So a little challenge in the short-term COVID-19 disruption is opening up longer-term opportunities. So just a couple of examples of that. First and foremost, the exit of a deli has created space for us to step into the food service and coffee market at greater scale as well as to deepen our presence in the convenience high street space. We started to do this already in financial year '20 and are aiming to accelerate in this direction through financial year '21. We've had good momentum as regards product expansion, especially in solids and snacking, which is another area that we've identified at our Capital Markets Day. Our channel focus has also helped plan as we do with the retailers and convenience players who have largely remained open through the pandemic has insulated us from the kinds of volume declines that we're seeing elsewhere in the food to go market. So with some capacity coming out of the foodservice, food to go market, our retail customers are trying to gain market share as the underlying customer demand rebounds. Our chilled nationwide distribution network, our GTS business is, again, still does some good stead as we have expanded our customer base and as we think about future expansion. And having an integrated solution to deliver individually picked product across the U.K. has given us a comparatively unique food to go proposition and which opens the door for further expansion in the future. And of course, we are always watchful for tactical or opportunistic activity should it arise, particularly looking beyond financial -- financial year 2021. We have another question that has come in was, "Why did I not get an opportunity to participate in the capital raise in November?" And I assume this is from a retail shareholder. Unfortunately, the mechanism that we used to do the capital raise just meant that it was not available for retail shareholders. Jolene, I don't know if you'd like to add anything to that?

Jolene Gacquin

executive
#5

No, I think that's covered the content, Gary.

Paul Kennedy

executive
#6

It's a little bit unfortunate. I mean the good news, I suppose, is that it was well supported, and it was a necessary action that the Board thought needed to be taken to strengthen our balance sheet, particularly against the background of the uncertainty that, that was providing. And so the -- another question has come in is, "Why did you dilute shareholders with the capital raise?" Well, the primary reason for the capital raise, as I said, was to ensure that we could strengthen our balance sheet, that we can underpin the liquidity requirements of the company. And that we were in a position to meet the requirements of our debt holders. Unfortunately, by doing up in equity raise, we had to issue new shares. The dilution impact from a shareholder perspective was 18%, and that's something that obviously is on our minds in terms of trying to retrieve and flow back through performance as when we emerged from the COVID pandemic. As you know, the equity placed at 12 per share. And it's more or less since the raise was completed, the stock has traded slightly above that and we would hope to see a rebound as and when the business performance continues. Let me pause for a minute to see if we have any other questions come in. Okay. So I think we'll continue. And thank you very much for those questions, as ever, and look forward to next year, when we can do it in a live environment, hopefully. So I now move on to the business of today's AGM. I've been advised by the group Company Secretary that a quorum is present in accordance with the company's constitution. The circular is contained in the Notice of the AGM issued to shareholders on 21st of December 2020. And I propose that we take the notice as read. Thank you. I will now read out each of the resolutions before the meeting. The group Company Secretary will read out resolution 2(d). We will conduct a poll at the end of the meeting in relation to each of the resolutions. The results of the poll for each of the resolution will be released to the market via a regulatory news service and will also be available on our website at www.greencore.com this afternoon. So resolution 1 is an ordinary resolution to receive and consider the financial statements, directors' and auditor's reports. Resolution 2(a) is an ordinary resolution to elect John Amaechi as a Director of the company with effect from 1st of February 2021. And resolution 2(b) is an ordinary resolution to elect Linda Hickey as Director of the company with effect from 1st of February 2021. Resolution 2(c) is a resolution to elect Anne O’Leary as Director of the company with effect from 1st of February 2021. And Jolene, if I could, call on you as Group company Secretary to propose the next resolution.

Jolene Gacquin

executive
#7

Thanks, Chairman. Resolution 2(d) is an ordinary resolution to reappoint Gary Kennedy as a Director of the company.

Paul Kennedy

executive
#8

Thank you. On resolution 2(e) is an ordinary resolution to reappoint Patrick Coveney as a Director of the company. Resolution 2(f) is an ordinary resolution to reappoint Emma Hynes as a Director of the company. Resolution 2(g) is an ordinary resolution to reappoint Sly Bailey as a Director of the company. Resolution 2(h) is an ordinary resolution to reappoint Paul Drechsler as a Director of the company. Resolution 2(i)is an ordinary resolution to reappoint Gordon Hardie as a Director of the company. Resolution 2(j) is an ordinary resolution to reappoint Helen Rose as a Director of the company. And Resolution 2(k) is an ordinary resolution to reappoint Helen Weir as a Director of the company. Resolution 3 is an ordinary advisory resolution to receive and consider the Annual Report on Remuneration for the year ended 25th of September 2020. Resolution 4 is an ordinary advisory resolution in respect of the continuation office of Deloitte Ireland LLP as auditor of the company. Resolution 5 is an ordinary resolution to give authority to the directors to fix the remuneration of the auditor for the current financial year. Resolution 6 is an ordinary resolution to review the Directors' authority to issue shares up to approximately 33% of the issued share capital. Resolution 7 is a special resolution to review the disapplication of statutory preemption rights with respect to up to 5% of issued share capital. And Resolution 8 is a special resolution to renew the authority of the company or a subsidiary of the company to make market purchases of Greencore shares. And lastly, resolution 9 is a special resolution to approve the authorization of the price range, which the company can relapse shares that it holds as treasury shares. So we will now conduct the poll on the proposals before the meeting. The shareholders who have already submitted proxies do not need to take any further action today. I declare the polls reached in a manner to be voted upon at this meeting open. [Voting]

Paul Kennedy

executive
#9

As of the proxy votes received in advance of the meeting, the preliminary voting results show that resolutions 1 through 9 have been carried. We now move on to any other business. I've been advised by the group Company Secretary that no other items of business or proposals were properly made by any shareholder of the company. And that concludes the business of the 2021 Annual General Meeting. And given that it is now 11:00, we will commence the EGM immediately. So in opening the Extraordinary General Meeting, under Greencore's constitution, the quorum for the EGM is 3 persons entitled to vote on the business to be transacted to each being a member or a proxy for a member or duly authorized representative of a corporate member. Additionally, under the migration of participating securities act 2019, required quorum of members is at least 3 persons holding or representing by proxy at least 1/3 of the nominal value of the issued shares in the company. I've been advised by the group's Company Secretary that at least 3 persons entitled to vote upon the business of the meeting as members or proxies for members are present and amount to at least 1/3 of the nominal value of the issued shares in the company. A quorum is present and the meeting is duly constituted. As I already mentioned, the circular containing the notice of the EGM issued to shareholders on 21st of December 2020. And I propose we take the notice and the circular as read.

Jolene Gacquin

executive
#10

Confirmed.

Paul Kennedy

executive
#11

Thank you. Again, as a reminder, if you have any questions, you're encouraged to submit them now via the audio webcast. To access the audio webcast, please go to our website, www.greencore.com. You'll find a link to access the webcast, and you will need your shareholder reference number to access it. The rationale for the EGM is set out in detail in the circular. In summary, the purpose of today's EGM is to ensure that shares currently can settle through CREST can continue to be settled electronically and remain eligible for continued admission to trading and listing on the London Stock Exchange. Approximately 96% of the company's issued share capital is held in some uncertificated form and settled through the CREST system, which is a London-based security settlement system. As a result of the withdrawal of the U.K. from the European Union, it is expected that the CREST system will cease to be available for the settlement of trades and participating securities with effect from 30th of June 2021. To facilitate a common migration procedure for all listed companies whose shares are currently held and settled through the CREST system, directors enacted the migration of Participating Securities Act of 2019. To participate in the migration procedure on this act, Greencore as an eligible company must, among other requirements, pass certain shareholder resolutions prior to 24th of February 2021 at a general meeting of its shareholders. So the resolutions being put to shareholders today are intended to facilitate the migration of the company shares from the CREST system to the settlement system operated by Euroclear Bank, which is a central securities depository incorporated in Belgium. Subject to approval of the resolutions, it is intended that migration would occur as part of the market migration, which is expected to occur in mid-March 2021. As mentioned during the previous meeting, we received 1 question, which is related to both the AGM and EGM and for the purposes of good order, I will reiterate the query on our response. That question was whether Greencore is or is not a traded PLC as defined by the Irish Companies Act, and whether the directors would ensure that the owners of shares in the company, including shares held in certificated form and in our 3 Euroclear Bank have and will continue to have all the rights, including Section 1107 with the Irish Companies Act, including the Companies Act 2014 confer on members of traded PLCs. And just for good order to repeat the answer, as a result of Brexit, the London Stock Exchange is no longer an EU-regulated market. That means that the provisions of the Companies Act do not apply to Greencore as it only applies to laws with a listing on an EU-regulated market. And for those purposes, Greencore has not come within the meaning of the traded PLC under the Companies Act. Section 1107 dealing with the right to ask questions is one of these provisions. However, since Section 1107 largely reflects the common law applicable to Irish companies, irrespective of that section, shareholders will continue to have the right to ask questions at AGMs and EGMs, whether or not section 1107 applies. Following the proposed migration from CREST to Euroclear Bank, investors holding through Euroclear Bank will exercise a number of their rights, including attending, voting at and speaking at an AGM or EGM by obtaining a proxy appointment from Euroclear Bank. That is the manner in which we envisioned that investors will continue to exercise the right to ask questions even while Section 1107 will not apply to Greencore. Greencore also remains committed to active engagement with its investors. And as part of good Investor Relations, we also -- we always welcome questions from the investors. And I think our track record would support that. U.K. has also transposed into domestic U.K. law, large parts of the EU securities law, including in respect of the transparency regulation, the Market Abuse Regulation and the prospectus regulation. And Greencore will, therefore, continue to be subject to these rules to a similar standard to that which previously applied. In addition, Greencore continues to be subject to the requirement of the U.K. listing rules. I'm just going to pause for a minute to see if any other questions come in. Okay. No questions have been submitted. I will now read all each of the 3 resolutions before the meeting. The full text of the resolution is set out in the notice of this EGM. As with the AGM, we will conduct a poll at the end of the meeting in relation to each of the resolutions, the result of the poll for each of the resolutions will be released to the market via regulatory news service and will also be available on our website, www.greencore.com this afternoon. So resolution 1 is a special resolution to approve the migration of the migrating shares to Euroclear Bank's Central Securities Depository. Resolution 2 is a special resolution to amend and adopt the articles of association with the company. The proposed new articles of association of the company have been available for inspection at the company's registered office and on the Greencore website since the date of the notice of this EGM. Resolution 3 is a special resolution to authorize the company to take all actions to implement the migration. We will now conduct a poll on the proposals before the meeting. Shareholders who have already submitted proxies do not need to take any further actions today. I declare the polls reach matter to be voted on at this meeting open. [Voting]

Paul Kennedy

executive
#12

On the business of the proxy votes received in advance of the meeting, the preliminary voting results show that resolutions 1 through 3 have been carried. There being no further business, our order of business, that now concludes the business of the 2021 EGM. Many thanks to everyone who dialed in and joined the audio webcast this morning. Thanks particularly to those who submitted questions at the AGM. And just before I close out this call, as I said earlier, I'm looking forward to hopefully seeing you physically at the 2022 AGM. And in the meantime, I'd just like to wish you all a great and healthy and safe year ahead. Thank you.

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