DJ Result of AGM
Irish Residential Properties REIT plc (IRES) Result of AGM 04-May-2023 / 17:20 GMT/BST
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4 May 2023
Result of Annual General Meeting
Irish Residential Properties REIT plc ("I.RES" or the "Company") announces that at its Annual General Meeting held today, 4 May 2023, at the Marker Hotel, Grand Canal Quay, Dublin 2, Ireland, all of the resolutions put to the shareholders at the Annual General Meeting, with the exception of Resolutions 6, 8(a) and 8(b), were passed.
The full text of each resolution, together with explanatory notes, was included in the Notice of Annual General Meeting circulated to shareholders on 3 April 2023 and made available on the Company's website at https:// www.iresreit.ie/investors/shareholder-meetings/year/2023.
Voting on all resolutions was conducted by poll and the results are set out below:
Percent
Res No. Title For For Against Against Withheld* Withheld Total Votes Issued
Percent Percent Percent Capital
voted
To receive and
consider the
financial
statements for the
year
01 99.50% 0.50% 0.07% 368,278,453 69.54%
ended 31 December 366,440,877 1,837,576 254,915
2022 and the
reports of the
Directors and
Auditor thereon
2A Re-Elect Declan 89.87% 10.13% 6.20% 347,020,911 65.53%
Moylan 311,862,304 35,158,607 21,512,457
2B Re-Elect Margaret 61.46% 38.54% 3.01% 67.55%
Sweeney 219,887,691 137,860,961 10,784,716 357,748,652
2C Re-Elect Brian 54.35% 45.65% 9.56% 63.52%
Fagan 182,823,589 153,538,569 32,171,210 336,362,158
2D Re-Elect Joan 86.34% 13.66% 3.00% 67.56%
Garahy 308,920,326 48,885,971 10,727,071 357,806,297
2E Re-Elect Phillip 89.23% 10.77% 3.07% 67.51%
Burns 319,043,343 38,496,994 10,993,031 357,540,337
2F Re-Elect Stefanie 99.92% 0.08% 3.07% 67.51%
Frensch 357,242,350 297,987 10,993,031 357,540,337
2G Re-Elect Tom 88.60% 11.40% 3.00% 67.56%
Kavanagh 317,028,895 40,777,402 10,727,071 357,806,297
Percent
Res No. Title For For Against Against Withheld* Withheld Total Votes Issued
Percent Percent Percent Capital
Voted
2H Elect Hugh 90.77% 9.23% 10,993,031 3.07% 67.51%
Scott-Barrett 324,541,222 32,999,115 357,540,337
2I Elect Denise 99.72% 0.28% 10,993,031 3.07% 67.51%
Turner 356,551,442 988,895 357,540,337
Authority to
call a general
03 meeting on 14 330,563,264 89.70% 37,970,104 10.30% - 0.00% 368,533,368 69.59%
clear days'
notice
Continuation in
04 office of KPMG 368,498,919 99.99% 34,449 0.01% - 0.00% 368,533,368 69.59%
as Auditor
05 Fix Auditor 100.00% 0.00% 0.00% 69.59%
Remuneration 368,520,519 12,849 - 368,533,368
Receive
06 Remuneration 133,051,485 36.10% 235,481,883 63.90% - 0.00% 368,533,368 69.59%
Report
Authority to
allot relevant
07 securities up 324,168,128 90.78% 32,940,126 9.22% 11,425,114 3.20% 357,108,254 67.43%
to specified
limits
Authority to
disapply
8A pre-emption 49.66% 50.34% 639,728 0.17% 69.47%
rights in 182,708,288 185,185,352 367,893,640
specified
circumstances
Additional
authority to
disapply
pre-emption
8B rights for an 49.66% 50.34% 639,728 0.17% 69.47%
182,713,483 185,180,157 367,893,640
acquisition or
other specified
capital
investment
Authority to
make market
9 purchases of 359,553,417 97.57% 8,958,089 2.43% 21,862 0.01% 368,511,506 69.59%
the Company's
own shares
Authority to
re-allot
10 treasury shares 356,987,305 99.97% 120,949 0.03% 11,425,114 3.20% 357,108,254 67.43%
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.
The Board of I-RES notes that resolutions 6 (To receive and consider the Report of the Remuneration Committee on Directors' Remuneration), 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) did not receive sufficient support to be passed.
Resolution 6 is an Advisory Resolution and the Board will reflect on the outcome and the disparate range of issues received in relation to the Report. The Board would also like to highlight that it intends to propose a new remuneration policy at the 2024 AGM and will be seeking the views of shareholders on this through a consultation process. Whilst the pre-emption resolution authorities we are seeking are more conservative than current financial guidelines, it is disappointing they have failed to achieve sufficient support for a second consecutive year and appear to show a similar pattern to the narrowly focused dissent received in 2022. The Board will continue to seek to address any misunderstandings around the issuance and use of capital and believes these standard authorities remain in the interests of shareholders.
The Board also notes that, whilst resolutions 2(b) (re-election of Margaret Sweeney) and resolution 2(c) (re-election of Brian Fagan) were passed by a clear majority of shareholders, they each received less than 80% of the votes cast in favour. The I-RES management team have delivered a successful internalisation process and continue to deliver across all key performance metrics. The Board is unanimous in its confidence in the management team's ability to deliver on the Company's strategy and will continue to engage with the small number of shareholders who dissented on this matter and to update the market on initiatives to drive value and navigate the current macro challenges.
The Board values engagement and feedback and takes these votes seriously. The Board will continue to engage constructively with all shareholders and maintain its adherence to the highest governance standards including Board composition, aligning capital proposals with the UK Investment Association's Share Capital Management Guidelines and the Pre-Emption Group's Statement of Principles, and ensuring remuneration frameworks incentivise the delivery of strategy whilst reflecting the expectations of our stakeholders.
The Board is grateful for the time, support and feedback provided by shareholders in advance of the AGM and will provide an update on its response to dissent on the resolutions highlighted above, in line with the UK Corporate Governance Code, within 6 months of the AGM.
Board and Committee Changes
The following Board changes have taken effect from the conclusion of the AGM:
-- Aidan O'Hogan retired from the Board;
-- Denise Turner was appointed as an Independent Non-Executive Director;
-- Joan Garahy has been appointed as the Senior Independent Director and Chair of the RemunerationCommittee;
-- Tom Kavanagh has been appointed as Chair of the Audit Committee; and
-- Stefanie Frensch has been appointed as Chair of the Sustainability Committee.
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 (I-RES) is a growth oriented Real Estate Investment Trust providing quality professionally managed homes in sustainable communities in Ireland. The Group currently owns approximately 4,000 apartments and houses for private rental in Dublin and Cork. I-RES aims to be the provider of choice for the Irish living sector, known for excellent service and for operating responsibly, minimising its environmental impact, and maximising its contribution to the community. The Company's shares are listed on Euronext Dublin. Further information at www.i-res.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.
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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.: 241538 EQS News ID: 1625101 End of Announcement EQS News Service =------------------------------------------------------------------------------------
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(END) Dow Jones Newswires
May 04, 2023 12:20 ET (16:20 GMT)
