19th May 2006 15:49
Kerry Group PLC19 May 2006 KERRY GROUP PLCRESULT OF ANNUAL GENERAL MEETING19 May 2006 The Directors of the Company wish to announce that all resolutions proposed atthe Annual General Meeting (AGM) of the Company held on Friday 19th May, 2006were passed. In addition to the ordinary business of the meeting, theresolutions considered under special business were passed. In summary thesewere: (1) The renewal of the authority of the Board of Directors to allot shares inthe Company. This authority will expire on 19th August 2007 unless and to theextent that it is renewed, revoked or extended prior to such date. (2) The renewal of the power given to the Board of Directors to allot sharesin the Company for cash on a non pro-rata basis should it so decide, providedthat the maximum number of shares to be allotted under the authority shall notexceed in aggregate the equivalent of 5% of the issued ordinary shares at thedate the resolution is passed. The authority shall likewise expire on 19thAugust 2007 unless and to the extent that it is renewed, revoked or extendedprior to that date. (3) The approval from shareholders to adopt the Kerry Group plc 2006 LongTerm Incentive Plan (LTIP), whose principal terms are summarized in the Appendixto the AGM Notice. The Directors were also authorised to do all things thatthey consider necessary to implement the LTIP, including the ability to adoptfurther plans based on it in order to make awards to employees outside ofIreland. (4) The granting of the authority to the Company to make market purchases ofits own shares in accordance with the provisions contained in the Company'sArticles of Association. It is the Company's objective to initially purchaseshares to fix the cost of share options outstanding and the cost of any sharesissued under the LTIP approved at today's AGM. The maximum amount of sharesthat may be purchased by the Company under this authority is 5% of the issuedshare capital at the date of passing the resolution. The maximum price payablefor each share is 105% of the average deal price for the previous five businessdays. Further purchases will be made if considered by the Board to be in thebest interest of the Group. The authority will expire on the date of the AGM in2007. The full text of each resolution was included in the notice of the AGMcirculated to Shareholders on 21st April, 2006. In accordance with the Listing Rules two copies of the resolutions passed at theAGM have been forwarded to both the Irish Stock Exchange and the FinancialServices Authority and will shortly be available for inspection at the followinglocations:- Company Announcement Office,Irish Stock Exchange,28 Anglesea Street,Dublin 2, Ireland. Financial Services Authority,25 The North Colonnade,Canary Wharf,London E14 5HS, United Kingdom. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Kerry