DJ Result of AGM
Irish Residential Properties REIT plc (IRES) Result of AGM 19-May-2022 / 15:00 GMT/BST Dissemination of a Regulatory Announcement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.
-----------------------------------------------------------------------------------------------------------------------
19 May 2022
Result of Annual General Meeting
Irish Residential Properties REIT plc ("I.RES" or the "Company") announces that at its Annual General Meeting held today, 19 May 2022, at the Clayton Hotel, Cardiff Lane, Dublin 2, Ireland, all of the resolutions put to the shareholders at the Annual General Meeting, with the exception of Resolutions 8(a) and 8(b), were passed.
Voting on all resolutions was conducted by poll and the results are set out below.
The full text of each resolution, together with explanatory notes, was included in the Notice of Annual General Meeting circulated to shareholders on 14 April 2022 and made available on the Company's website at https:// www.iresreit.ie/investors/shareholder-meetings/year/2022
Resolution For Against Votes Percent
Number Title For Percent Against Percent Withheld* Total Votes Issued
Capital
To receive and consider the
financial statements of the
01 Company for the year ended 31 387,563,775 100.00% 0 0.00% 265,849 387,563,775 73.18%
December 2021 and the reports of
the Directors and Auditor thereon
The following resolutions 2 (a) to
2 (h), each being separate ordinary
resolutions:
To elect as a Director, Stefanie
Frensch, who is retiring in
accordance with the Articles of
02A Association and, being eligible, 360,594,127 92.98% 27,235,497 7.02% 0 387,829,624 73.23%
offers herself for election;
To elect as a Director Brian
Fagan, who is retiring in
02B accordance with the Articles of 258,267,890 66.59% 129,561,734 33.41% 0 387,829,624 73.23%
Association and, being eligible,
offers himself for election; 1
To re-elect as a Director Declan
Moylan, who is retiring in
accordance with the Articles of
02C Association and, being eligible, 342,867,692 88.41% 44,961,932 11.59% 0 387,829,624 73.23%
offers himself for election;
To re-elect as a Director Phillip
Burns, who is retiring in
02D accordance with the Articles of 344,965,244 88.95% 42,864,380 11.05% 0 387,829,624 73.23%
Association and, being eligible,
offers himself for election
To re-elect as a Director Joan
Garahy, who is retiring in
accordance with the Articles of
02E Association and, being eligible, 358,762,670 92.51% 29,066,954 7.49% 0 387,829,624 73.23%
offers herself for election;
To re-elect as a Director Tom
Kavanagh, who is retiring in
accordance with the Articles of
02F Association and, being eligible, 359,903,605 92.80% 27,926,019 7.20% 0 387,829,624 73.23%
offers himself for election;
To re-elect as a Director Aidan
O'Hogan, who is retiring in
accordance with the Articles of
02G Association and, being eligible, 358,762,670 92.51% 29,066,954 7.49% 0 387,829,624 73.23%
offers himself for election; and
To re-elect as a Director Margaret
Sweeney, who is retiring in
02H accordance with the Articles of 260466453 67.16% 127,363,171 32.84% 0 387,829,624 73.23%
Association and, being eligible,
offers herself for election. 1
03 Authority to call a general 342,958,789 88.43% 44,870,835 11.57% 0 387,829,624 73.23%
meeting on 14 clear days' notice
To consider the continuation in
04 office of KPMG as Auditor of the 387,731,621 99.97% 98,003 0.03% 0 387,829,624 73.23%
Company
Authority to fix the remuneration
05 of the Auditor in respect of the 387,753,221 99.98% 76,403 0.02% 0 387,829,624 73.23%
period expiring at the next Annual
General Meeting of the Company
To receive and consider the Report
06 of the Remuneration Committee on 366,065,408 96.08% 14,921,735 3.92% 6,842,481 380,987,143 71.94%
Directors' Remuneration
07 Authority to allot relevant 329,793,475 85.04% 58,036,149 14.96% 0 387,829,624 73.23%
securities up to specified limits
08A Authority to disapply pre-emption 263,635,399 67.98% 124,194,225 32.02% 0 387,829,624 73.23%
rights in specified circumstances1
Additional authority to disapply
pre-emption rights for an
08B 263,432,512 67.92% 124,397,112 32.08% 0 387,829,624 73.23%
acquisition or other specified
capital investment1
09 Authority to make market purchases 384,393,872 99.13% 3,359,349 0.87% 76,403 387,753,221 73.22%
of the Company's own shares
10 Authority to re-allot treasury 362,566,999 100.00% 0 0.00% 25,262,625 362,566,999 68.46%
shares at a specific price range
* A vote withheld is not a vote in law and is not counted in the proportion of votes for or against a resolution.
1 Resolutions 2(b), 2(h), 8(a) and 8(b)
The Board notes that resolutions 8(a) (Authority to disapply pre-emption rights in specified circumstances) and 8(b) (Additional authority to disapply pre-emption rights for an acquisition or other specified capital investment) which were special resolutions requiring a 75% majority, did not receive sufficient support to be passed.
The Board also notes that, although resolutions 2(b) (election of Brian Fagan) and resolution 2(h) (re-election of Margaret Sweeney) were passed, they each received less than 80% of the votes cast in favour.
The Board is committed to the highest standards of governance and places great value on direct and transparent dialogue with stakeholders. In the second half of 2021, and again ahead of the AGM, the Board engaged with a number of major institutional shareholders to discuss issues including corporate governance, internalisation and remuneration. While the Board is pleased the majority of investors supported the proposed resolutions, a small number of shareholders have opposed certain resolutions. We believe this partly reflects some concerns relating to the process of internalisation, and the impact on Board composition, and we will seek further clarification and discussion with the relevant shareholders.
Following the internalisation, the composition of the Board has evolved in line with standard practice, with the appointment of a CFO as the second executive director. The Board will continue to evolve its composition to align with the newly internalised structure and has a process underway to appoint an additional independent non-executive Director to the Board over the next 12 months.
In relation to resolutions 8(a) and 8(b), the Board notes that both of the resolutions followed the provisions of the Pre-Emption Group's Statement of Principles for the disapplication of pre-emption rights and reflect market practice for Irish and UK listed companies. While the Board considers the flexibility afforded by these historically well-supported authorities to be in the best interests of the Company and shareholders, it will review the impact of this over the coming weeks.
In accordance with provision 4 of the UK Corporate Governance Code (the "Code"), the Board confirms that it will consult and continue to engage with shareholders to understand and discuss any concerns with respect to these resolutions. An update will be provided within six months of the AGM, in accordance with the Code, with a final summary to be included in the Company's 2022 Annual Report and Accounts.
In accordance with the Listing Rules of Euronext Dublin, copies of the resolutions passed at the Annual General Meeting relating to special business of the Company have been forwarded to Euronext Dublin and will shortly be available for inspection at:
Euronext Dublin OAM Filing
For further information please contact:
For Company Secretary:
Anna-Marie Curry companysecretary@iresreit.ie +353 (0)87 4438456
For Investor Relations:
Michelle Ang, Director Investor Relations investors@iresreit.ie +353 (0)87 956 1138
For Media Requests
Melanie Farrell, FTI Consulting ires@fticonsulting.com +353 (0)86401 5250
About Irish Residential Properties REIT plc
Irish Residential Properties REIT plc (together with IRES Residential Properties Limited & IRES Fund Management Limited, the "Group") is a growth oriented Real Estate Investment Trust that is focused on acquiring, holding, managing and developing investments primarily focused on private residential rental accommodations in Ireland. The Group currently owns 3,915 apartments and houses for private rental in Dublin and Cork with an additional 91 units due for delivery before the end of H1 2022 under pre-purchase contracts and a further 44 units in 2023. The Company has a further 61 units currently under construction directly on owned sites due in H1 2022 and has planning approval to develop an additional 543 residential units on its existing sites. The Company's shares are listed on Euronext Dublin. Further information in respect of the Company can be obtained from the Company's website at www.iresreit.ie.
Important information
This note applies if and to the extent that there are forward-looking statements in this Announcement.
This Announcement may contain forward-looking statements, which are subject to risks and uncertainties because they relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends, and similar expressions concerning matters that are not historical facts. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company or the industry in which it operates, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements referred to in this paragraph speak only as at the date of this Announcement. Except as required by law or by any appropriate regulatory authority, the Company will not undertake any obligation to release publicly any revision or updates to these forward-looking statements to reflect future events, circumstances, unanticipated events, new information or otherwise, including in respect of the Covid-19 pandemic, the uncertainty of its duration and impact, and any government regulations or legislation related to it.
-----------------------------------------------------------------------------------------------------------------------
ISIN: IE00BJ34P519 Category Code: RAG TIDM: IRES LEI Code: 635400EOPACLULRENY18 OAM Categories: 3.1. Additional regulated information required to be disclosed under the laws of a Member State Sequence No.: 162951 EQS News ID: 1357089 End of Announcement EQS News Service =------------------------------------------------------------------------------------
Image link: https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=show_t_gif&application_id=1357089&application_name=news
(END) Dow Jones Newswires
May 19, 2022 10:00 ET (14:00 GMT)
