AGM 2020

Apr 29, 2020

Good morning, ladies and gentlemen. I would like to welcome you to the Annual General Meeting of Graft And Group Plc, which is being held in Herron House tinyford Business Park, Dublin 18, and to declare the meeting open. On the line, we also have Steven Hagerty from Arthur Cox solicitors. Holo Connor from Price Quarter has Coopers who are auditors to Grafton Group Plc and a number of the directors of Grafton Group Plc. My name is Vincent Crowley, and I am a non executive director of the company. I've been appointed by the board as chairman of this AGM. Grafton considers the health, safety and well-being of shareholders and colleagues to be a priority and has therefore implemented the government restrictions and the measures advised by the HSE to minimize the spread of COVID 19 in relation to the holding of this AGM. It has therefore been necessary to hold today's AGM as a closed meeting. The length of today's meeting would be reduced substantially, limiting its to the formal business required. Thank you all for your cooperation in these difficult circumstances. And your help in ensuring the company adheres to the government's restrictions and the HSE instructions. Under Article 54 of the company's articles of association, the quorum for this meeting is 4 persons. I am joined this morning by Charles Rinn, company secretary, Susan Lanigan, Deputy Company Secretary, and Keith Sims Group Insurance Manager. And as the 4 of us are all shareholders, I can confirm that a quorum has been violently constituted and the meeting may proceed to business. In addition, I have received proxy votes of approximately $151,700,000, representing approximately 64% of the voting rights in the company in respect of the resolutions convenience in the meeting has been circulated to all shareholders either directly or through publication on the group's website. Orderly, the requisite notice of the meeting has been given, and a copy of the notice of the meeting has been given to each shareholder attending this meeting. I therefore take the notice of the meeting as read A trading update was issued by the group this morning and is available on the group website, www. Graftonplc.com. I now propose that each of the resolutions described in the notice be put to the meeting Before explaining the voting arrangements, I will now provide a brief summary of each resolution. An explanation of the resolutions is also provided in the notice. ResolutionOne asks shareholders to receive and consider the financial statements for the year ended 31 December, 2019, together with the reports of the directors and the auditors thereon and to review the company's affairs. Proxy votes appointing the chairman and respective resolution 1 were as follows. For the resolution, 150,000,000 340,379, which is 99.22 percent against 1,186,924, which is 0.78% and folks withheld were 253,757. Resolutions to A to G deal with the election or reelection of directors. The board has agreed that all directors will retire and speak election or reelection, with the exception of Frank Van Zanta, who has indicated that he will step down from the board at the conclusion of this AGM. Poxyvote appointing the chairman in respect of resolutions to A to GED were as follows. Resolution 2A, Michael Roni, for $130,000,00566,000 298, which is 86.09 percent against 21,000,000 and 90,587, which is 13.91% and Voltz withheld were 124,175. Resolution to B in relation to Paul Hampton Smith, 4,151,576 1424, which is 99.87 percent against 204,312, which is 0.13% and both withheld were 325. Resolution 2C, in relation to Susan Murray,451,000 575,573, which is 99.86 percent against 205,163, which is 0.14% and folks with hails were 3 25 Resolution 2 D in relation to Vincent CRody, $4,151,577,471, which is 99.87 percent against 203,265, which is 0.13% and both withheld were 320 Resolution 2E in relation to Roshin McGuckian for $151,760,714, which is 99.99 percent against 19,490, which is 0.01% and Boltswood has or 857. Resolution 2F in relation to David Arnold, 4 $150,820,639, which is 99.41 percent against 894,038, which is 0.59% and folks withheld were 66,000 384. And Resolution 2G in relation to Gavin Slark for $1,630,200, which is 99.95 percent against was 81,477, which is 0.05% and folks withheld were 369,384. Resolution III is an advisory non binding resolution concerning the continuation in office of PricewaterhouseCoopers as auditors of the company. Proxy votes appointing the Chairman in respect of resolution 3 were as follows: 4, were $151,0777,440, which is 99.99 percent Against was 3621, which is 0.01% and there were no votes withheld. Resolution 4 authorizes the directors to fix the remuneration of the auditors for the year ended 31 December, 2020. Poxy votes appointing the Chairman in respect of Resolution 4 were as follows: for $151,780,480,480,480, which is 99.99 percent Against were 581, which is 0.01% and there were no votes withheld. In Resolution 5, the board is proposing to submit the annual statement of the Chairman of the remuneration Committee and the annual report of the on the remuneration of the remuneration Committee has set out on pages $81,000,000 to $83,000,000 to $90,000,000,000 respectively, of the 2019 annual report to a non binding advisory vote. POXI votes appointing the chairman in respect of Resolution V were as follows: for the resolution, 147,000,278,000 322, which is 99.44 percent against what's 823,000 $144,000,000, which is 0.56 percent, and volks withheld were $3,683,000 591. In Resolution 6, The board is proposing to submit a new remuneration policy, which is set out on pages 84 to 89 to of the 2019 annual report to a non binding advisory vote. Proxy votes appointing the Chairman in respect of Resolution VI were as follows. 4 were 141,000,000 315,800 and 6, which is 94.54 percent against $8,158,554, which is 5.46 percent Volks with haves were 2,306,700s. Resolution 7 will maintain the existing authority in the Articeless Association, which permits the company to convene an extraordinary general meeting by at least 14 clear days notice in writing. For the purposes of the meeting, is to consider an ordinary resolution. Proxy votes appointing the Chairman in respect of Resolution 7 were as follows: For the resolution, 149,000,000 dollars, 537,737 or 98.57 percent against 2,176,565 or 1.43% and folks with health were 66,759. In Resolution 8, shareholders are being asked to renew the director's authority to a lost and issue shares up to an aggregate amount of EUR 3,094,657 This is equal to approximately 26 issued ordinary share capital of the company. POXI votes appointing the Chairman in respect of resolution 8 were as follows: For the resolution,151,001,135,570 3, which is 99.58 percent against the resolution,644,064 which is 0.42% and folks with health were 1424. Resolution 9 asks shareholders to empower directors to allot shares for cash Otherwise, than in accordance with statutory preemption rights or way of rights issue up to the amount of the unissued share capital of the company or otherwise up to an aggregate amount, biometric nominal value of This limit is equivalent to approximately 5% of the nominal value of the issued ordinary share capital of the company. Proxy votes appointing the Chairman in respect of Resolution 9 were as follows. For the resolution, 151,000,000 686,516,516, which is 99.99 percent against was 20,577, which is 0.01% and both withheld were 73,000 968. Under Resolution10, shareholders are being asked to renew the authority grant by shareholders at the 2019 AGM to make stock market purchases of up to 10% of the company's own share proxy votes appointing the Chairman in respect of Resolution 10 were as follows. For the resolution, 150,491,773, which is 99 point to 1%. Against 1,203,655 which is 0.79% and bulks with hails were 49,728 In Resolution 11, shareholders are being asked to sanction the price range at which any treasury shares may be reissued other than on the stock exchange. A treasury share is a share that is bought and held by the company rather than being canceled. Proxy votes pointing the chairman in respect of Resolution 11 were as follows. For the resolution, 151,000,000 688,487,487, which is 99.99 percent against the resolution 5428, which is 0.01% and volks withheld were 51,200 and 42. Shareholders were invited to submit questions prior to the commencement of this meeting by sending an email with evidence of their or by post to the company's secretary. At the time of the commencement of this meeting, no questions have been received. I propose that each of the resolutions included in the notice of today's meeting are now put to a vote by way of a poll. I have received proxy votes in the number of approximately 151,700,000 representing approximately 64% of the voting rights in the company in respect to the resolutions table. An additional 2172 proxy votes have also been received pointing Charles Rinn, a shareholder who is present at today's meeting, other than myself. The poll will now be conducted by link registrars, and I now instruct link registrars to commence the poll and deliver the results to me once they have completed the formal process. The results of the poll will be announced later today on the company's website, www.graftonplc.com. While the vault withheld is not a vote for the purposes of today's poll. Details of such votes withheld will also be provided in this announcement. On behalf of the Board, I would like to express gratitude to each of our colleagues for their commitment and support at this difficult time. In conclusion, I thank you for your cooperation and understanding regarding the restricted nature of this meeting. I hope that you and your families stay healthy and safe and I now declare the business of the annual general meeting.