UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-05984
| | The New Ireland Fund, Inc. | |
| | (Exact name of registrant as specified in charter) | |
BNY Mellon Invetsment Servicing (US) Inc.
One Boston Place, 34th Floor
| | Boston, MA 02108 | |
| | (Address of principal executive offices) (Zip code) | |
BNY Mellon Investment Servicing (US) Inc.
One Boston Place, 34th Floor
| | Boston, MA 02108 | |
| | (Name and address of agent for service) | |
Registrant’s telephone number, including area code: 508-871-8500
Date of fiscal year end: October 31
Date of reporting period: July 1, 2013 – June 30, 2014
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant’s proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2013 TO JUNE 30, 2014
Investment Company Report
| | C&C GROUP PLC, DUBLIN |
| | Security | | G1826G107 | | | | Meeting Type | Annual General Meeting |
| | Ticker Symbol | | GCC | | | | Meeting Date | 03-Jul-2013 |
| | ISIN | | IE00B010DT83 | | | | Agenda | 704583106 - Management |
| | Item | Proposal | Type | Vote | For/Against
Management | |
| | 1 | To consider the financial statements for the year
ended 28 February 2013 and the reports of the
Directors and the auditors thereon | Management | For | For | |
| | 2 | To confirm and declare dividends | Management | For | For | |
| | 3.a | To elect Joris Brams as Director | Management | For | For | |
| | 3.b | To Re-elect Sir Brian Stewart as Director | Management | For | For | |
| | 3.c | To Re-elect Stephen Glancey as Director | Management | For | For | |
| | 3.d | To Re-elect Kenny Neison as Director | Management | For | For | |
| | 3.e | To Re-elect Stewart Gilliland as Director | Management | For | For | |
| | 3.f | To Re-elect John Hogan as Director | Management | For | For | |
| | 3.g | To Re-elect Richard Holroyd as Director | Management | For | For | |
| | 3.h | To Re-elect Breege O’Donoghue as Director | Management | For | For | |
| | 3.i | To Re-elect Anthony Smurfit as Director | Management | For | For | |
| | 4 | To authorise the Directors to fix the auditors’
remuneration | Management | For | For | |
| | 5 | To fix the Directors’ ordinary remuneration | Management | For | For | |
| | 6 | To receive and consider the Report of the
Remuneration Committee on Directors’
Remuneration for the year ended 28 February
2013 | Management | For | For | |
| | 7 | To authorise the allotment of shares. (Section 20
of the Companies (Amendment) Act, 1983) | Management | For | For | |
| | 8 | Special Resolution: To authorise the limited
disapplication of pre-emption rights. (Section 24
of the Companies (Amendment) Act,1983) | Management | For | For | |
| | 9 | Special Resolution: To authorise the purchase by
the Company of its own shares. (Section 215 of
the Companies Act, 1990) | Management | For | For | |
| | 10 | Special Resolution: To authorise the re-issue by
the Company of its shares off-market. (Section
209 of the Companies Act, 1990) | Management | For | For | |
| | 11 | Special Resolution: That a general meeting of the
Company may be called on 14 days’ notice | Management | For | For | |
| | 12 | Ordinary Resolution: To amend the rules and
conditions of, and extend the operation of, the
Executive Share Option Plan | Management | For | For | |
| | 13 | Ordinary Resolution: To amend the rules and
conditions of, and extend the operation of, the
Long Term Incentive Plan (Part I) | Management | For | For | |
| | 14 | Ordinary Resolution: To amend the rules and
conditions of, and extend the operation of, the
Saye savings-related share option scheme | Management | For | For | |
| | SEVERN TRENT PLC, BIRMIMGHAM |
| | Security | | G8056D159 | | | | Meeting Type | Annual General Meeting |
| | Ticker Symbol | | SVT | | | | Meeting Date | 17-Jul-2013 |
| | ISIN | | GB00B1FH8J72 | | | | Agenda | 704621019 - Management |
| | Item | Proposal | Type | Vote | For/Against
Management | |
| | 1 | Receive the Report and Accounts | Management | For | For | |
| | 2 | Declare a final dividend | Management | For | For | |
| | 3 | Approve the Directors remuneration report | Management | For | For | |
| | 4 | Reappoint Tony Ballance | Management | For | For | |
| | 5 | Reappoint Bernard Bulkin | Management | For | For | |
| | 6 | Reappoint Richard Davey | Management | For | For | |
| | 7 | Reappoint Andrew Duff | Management | For | For | |
| | 8 | Reappoint Gordon Fryett | Management | For | For | |
| | 9 | Reappoint Martin Kane | Management | For | For | |
| | 10 | Reappoint Martin Lamb | Management | For | For | |
| | 11 | Reappoint Michael McKeon | Management | For | For | |
| | 12 | Reappoint Baroness Noakes | Management | For | For | |
| | 13 | Reappoint Andy Smith | Management | For | For | |
| | 14 | Reappoint Tony Wray | Management | For | For | |
| | 15 | Reappoint auditors | Management | For | For | |
| | 16 | Authorise directors to determine auditors
remuneration | Management | For | For | |
| | 17 | Authorise political donations | Management | For | For | |
| | 18 | Authorise allotment of shares | Management | For | For | |
| | 19 | Disapply pre-emption rights | Management | For | For | |
| | 20 | Authorise purchase of own shares | Management | For | For | |
| | 21 | Reduce notice period for general meetings | Management | For | For | |
| | DCC PLC |
| | Security | | G2689P101 | | | | Meeting Type | Annual General Meeting |
| | Ticker Symbol | | DCC | | | | Meeting Date | 19-Jul-2013 |
| | ISIN | | IE0002424939 | | | | Agenda | 704594729 - Management |
| | Item | Proposal | Type | Vote | For/Against
Management | |
| | 1 | To receive and consider the Financial Statements
for 31 Mar 2013, together with the Reports of the
Directors and Auditors thereon | Management | For | For | |
| | 2 | To declare a final dividend of 56.20 cent per
share for the year ended 31 March 2013 | Management | For | For | |
| | 3 | To approve the Remuneration Report for the year
ended 31 March 2013 | Management | For | For | |
| | 4.a | To re-elect Tommy Breen as a Director | Management | For | For | |
| | 4.b | To re-elect Roisin Brennan as a Director | Management | For | For | |
| | 4.c | To re-elect Michael Buckley as a Director | Management | For | For | |
| | 4.d | To re-elect David Byrne as a Director | Management | For | For | |
| | 4.e | To re-elect Jane Lodge as a Director | Management | For | For | |
| | 4.f | To re-elect Kevin Melia as a Director | Management | For | For | |
| | 4.g | To re-elect John Moloney as a Director | Management | For | For | |
| | 4.h | To re-elect Donal Murphy as a Director | Management | For | For | |
| | 4.i | To re-elect Fergal O’Dwyer as a Director | Management | For | For | |
| | 4.j | To re-elect Leslie Van de Walle as a Director | Management | For | For | |
| | 5 | To authorise the Directors to determine the
remuneration of the Auditors | Management | For | For | |
| | 6 | To authorise the Directors to allot shares | Management | For | For | |
| | 7 | To authorise the Directors to allot shares for cash
otherwise than to existing shareholders in certain
circumstances | Management | For | For | |
| | 8 | To authorise the Directors to make market
purchases of the Company’s own shares | Management | For | For | |
| | 9 | To fix the reissue price of the Company’s shares
held as treasury shares | Management | For | For | |
| | 10 | To maintain the existing authority to convene and
EGM by 14 days notice | Management | For | For | |
| | 11 | To approve the proposed amendments to the
Articles of association | Management | For | For | |
| | CMMT | PLEASE NOTE THAT THIS IS A REVISION
DUE TO MODIFICATION OF TEXT UNDER
RES. NO.-4.F. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT RETURN
THIS PROXY-FORM UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS.
THANK YOU | Non-Voting | | | |
| | RYANAIR HOLDINGS PLC, DUBLIN |
| | Security | | G7727C145 | | | | Meeting Type | Annual General Meeting |
| | Ticker Symbol | | RYA | | | | Meeting Date | 20-Sep-2013 |
| | ISIN | | IE00B1GKF381 | | | | Agenda | 704695230 - Management |
| | Item | Proposal | Type | Vote | For/Against
Management | |
| | 1 | Accept Financial Statements and Statutory
Reports | Management | Against | Against | |
| | 2a | Re-elect Charles McCreevy as Director | Management | For | For | |
| | 2b | Re-elect Declan McKeon as Director | Management | For | For | |
| | 2c | Elect Julie O’Neill as Director | Management | For | For | |
| | 2d | Elect Louise Phelan as Director | Management | For | For | |
| | 2e | Elect Dick Milliken as Director | Management | For | For | |
| | 3 | Authorize Board to Fix Remuneration of Auditors | Management | For | For | |
| | 4 | Authorize Issuance of Equity or Equity-Linked
Securities with Preemptive Rights | Management | For | For | |
| | 5 | Authorize Issuance of Equity or Equity-Linked
Securities without Preemptive Rights | Management | For | For | |
| | 6 | Authorize Share Repurchase Program | Management | For | For | |
| | 7 | Approve Ryanair Share Option Plan 2013 | Management | Against | Against | |
| | CPL RESOURCES PLC |
| | Security | | G4817M109 | | | | Meeting Type | Annual General Meeting |
| | Ticker Symbol | | CPL | | | | Meeting Date | 21-Oct-2013 |
| | ISIN | | IE0007214426 | | | | Agenda | 704750315 - Management |
| | Item | Proposal | Type | Vote | For/Against
Management | |
| | 1 | To receive and consider the financial statements
of the Company for the year ended 30 June 2013
together with the report of the Directors and
Auditors thereon | Management | For | For | |
| | 2 | To declare a final dividend of 4.5 cent per share
in respect of the year ended 30 June 2013 | Management | For | For | |
| | 3.a | To re-elect Garret Roche who retires by rotation
pursuant to Article 85 of the Articles of
Association of the Company | Management | For | For | |
| | 3.b | To re-elect Paul Carroll who retires by rotation
pursuant to Article 85 of the Articles of
Association of the Company | Management | For | For | |
| | 4 | To authorise the Directors to fix the remuneration
of the Auditors | Management | For | For | |
| | 5 | To authorise the Directors to allot and issue
relevant securities for the purpose of Section 20
of the Companies (Amendment) Act 1983 and
Article 5 of the Articles of Association of the
Company | Management | For | For | |
| | 6 | To authorise the Directors to allot and issue
equity securities for cash for the purpose of
Section 24 of the Companies (Amendment) Act
1983 and Article 7 of the Articles of Association
of the Company | Management | For | For | |
| | 7 | To authorise the establishment of the Cpl
Resources Plc 2013 Long Term incentive Plan | Management | For | For | |
| | | PLEASE NOTE THAT THIS IS A REVISION
DUE TO CHANGE IN NUMBERING. IF YOU
HAVE AL-READY SENT IN YOUR VOTES,
PLEASE DO NOT RETURN THIS PROXY
FORM UNLESS YOU DECI-DE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK
YOU. | Non-Voting | | | |
| | ORIGIN ENTERPRISES PLC, DUBLIN |
| | Security | | G68097107 | | | | Meeting Type | Annual General Meeting |
| | Ticker Symbol | | OGN | | | | Meeting Date | 18-Nov-2013 |
| | ISIN | | IE00B1WV4493 | | | | Agenda | 704789114 - Management |
| | Item | Proposal | Type | Vote | For/Against
Management | |
| | 1 | Receipt and approval of the accounts | Management | Abstain | N/A | |
| | 2 | Approval of dividend | Management | Abstain | N/A | |
| | 3.A | Re-election of Mr. Declan Giblin | Management | Abstain | N/A | |
| | 3.B | Re-election of Mr. Owen Killian | Management | Abstain | N/A | |
| | 4 | Authorise directors to fix remuneration of auditors | Management | Abstain | N/A | |
| | 5 | Authorise directors to allot relevant securities | Management | Abstain | N/A | |
| | 6 | Empower directors to allot equity securities for
cash | Management | Abstain | N/A | |
| | 7 | Authorise market purchases of shares and fix re-
issue price range | Management | Abstain | N/A | |
| | 8 | Amendment of memorandum and articles of
association | Management | Abstain | N/A | |
| | ORIGIN ENTERPRISES PLC, DUBLIN |
| | Security | | G68097107 | | | | Meeting Type | ExtraOrdinary General Meeting |
| | Ticker Symbol | | OGN | | | | Meeting Date | 18-Nov-2013 |
| | ISIN | | IE00B1WV4493 | | | | Agenda | 704789126 - Management |
| | Item | Proposal | Type | Vote | For/Against
Management | |
| | 1 | Authorise purchase of shares under the tender
offer | Management | Abstain | N/A | |
| | 2.A | Authorise the purchase of shares under the
tender offer from the following director: Tom
O’Mahony | Management | Abstain | N/A | |
| | 2.B | Authorise the purchase of shares under the
tender offer from the following director: Brendan
Fitzgerald | Management | Abstain | N/A | |
| | 2.C | Authorise the purchase of shares under the
tender offer from the following director: Declan
Giblin | Management | Abstain | N/A | |
| | 2.D | Authorise the purchase of shares under the
tender offer from the following director: Hugh
McCuteheon | Management | Abstain | N/A | |
| | ARYZTA AG, ZUERICH |
| | Security | | H0336B110 | | | | Meeting Type | Annual General Meeting |
| | Ticker Symbol | | YZA | | | | Meeting Date | 10-Dec-2013 |
| | ISIN | | CH0043238366 | | | | Agenda | 704825465 - Management |
| | Item | Proposal | Type | Vote | For/Against
Management | |
| | CMMT | PART 1 OF THIS MEETING IS FOR
REGISTRATION ONLY. IF YOU WISH TO
SUBMIT A VOTE-OR A MEETING
ATTENDANCE ON PART 2 OF THE MEETING,
THIS CAN ONLY BE PROCESSED B-Y THE
SUB-CUSTODIAN IF YOU FIRST VOTE IN
FAVOUR OF THE REGISTRATION IN PART 1-
BELOW. BY VOTING IN FAVOUR OF THE
BELOW RESOLUTION, YOU ARE
AUTHORISING BROADR-IDGE TO ASK YOUR
SUB-CUSTODIAN TO REGISTER THE
SHARES. IT IS A MARKET REQUIREM-ENT
FOR MEETINGS OF THIS TYPE THAT THE
SHARES ARE REGISTERED AND MOVED TO
A RE-GISTERED LOCATION AT THE CENTRAL
SECURITIES DEPOSITORY. DEPENDING ON
SUB-CUST-ODIAN PRACTICES, SHARES MAY
REMAIN REGISTERED UNTIL MEETING
DATE+1. DE-REGISTR-ATION PROCEDURES
MAY VARY AND THEREFORE WHILST THIS
DOES NOT PREVENT THE TRADI-NG OF
SHARES, ANY THAT ARE REGISTERED MUST
BE FIRST DE-REGISTERED IF REQUIRED-
FOR SETTLEMENT. DE-REGISTRATION CAN
AFFECT THE VOTING RIGHTS OF THOSE
SHARES.-PLEASE CONTACT YOUR CLIENT
SERVICE REPRESENTATIVE IF YOU HAVE
ANY CONCERNS. | Non-Voting | | | |
| | CMMT | PART 2 OF THIS MEETING IS FOR VOTING
ON AGENDA AND MEETING ATTENDANCE
REQUESTS-ONLY. PLEASE ENSURE THAT
YOU HAVE FIRST VOTED IN FAVOUR OF THE
REGISTRATION O-F SHARES IN PART 1 OF
THE MEETING. IT IS A MARKET
REQUIREMENT FOR MEETINGS OF-THIS
TYPE THAT THE SHARES ARE REGISTERED
AND MOVED TO A REGISTERED LOCATION
A-T THE CSD, AND SPECIFIC POLICIES AT
THE INDIVIDUAL SUB-CUSTODIANS MAY
VARY. U-PON RECEIPT OF THE VOTE
INSTRUCTION, IT IS POSSIBLE THAT A
MARKER MAY BE PLACE-D ON YOUR
SHARES TO ALLOW FOR RECONCILIATION
AND RE-REGISTRATION FOLLOWING A T-
RADE. THEREFORE WHILST THIS DOES NOT
PREVENT THE TRADING OF SHARES, ANY
THAT A-RE REGISTERED MUST BE FIRST
DEREGISTERED IF REQUIRED FOR
SETTLEMENT. DEREGIST-RATION CAN
AFFECT THE VOTING RIGHTS OF THOSE
SHARES. IF YOU HAVE CONCERNS REGA-
RDING YOUR ACCOUNTS, PLEASE CONTACT
YOUR CLIENT REPRESENTATIVE | Non-Voting | | | |
| | 1.1 | Approval of the annual report 2013 | Management | Abstain | N/A | |
| | 1.2 | Advisory vote on the compensation report 2013 | Management | Abstain | N/A | |
| | 2.1 | Appropriation of available earnings 2013 | Management | Abstain | N/A | |
| | 2.2 | Release of legal reserves from capital
contribution and distribution as a dividend | Management | Abstain | N/A | |
| | 3 | Discharge of the members of the board of
directors | Management | Abstain | N/A | |
| | 4.1 | Re-election of Mr. Charles (Chuck) Adair as
member of the board of directors | Management | Abstain | N/A | |
| | 4.2 | Re-election of Mr. Owen Killian as member of the
board of directors | Management | Abstain | N/A | |
| | 5.1 | Election of Mr. Andrew Morgan as member of the
board of directors | Management | Abstain | N/A | |
| | 5.2 | Election of Mr. John Yamin as member of the
board of directors | Management | Abstain | N/A | |
| | 6 | Amendment of article 5 of articles of association
(relating to authorized share capital) | Management | Abstain | N/A | |
| | 7 | Re-election of the Auditors /
PricewaterhouseCoopers AG, Zurich | Management | Abstain | N/A | |
| | 8 | In the case of ad-hoc/Miscellaneous shareholder
motions proposed during the general meeting, I
authorize my proxy to act as follows in
accordance with the board of directors. | Management | Abstain | N/A | |
| | DRAGON OIL PLC, DUBLIN |
| | Security | | G2828W132 | | | | Meeting Type | Annual General Meeting |
| | Ticker Symbol | | DGO | | | | Meeting Date | 23-Apr-2014 |
| | ISIN | | IE0000590798 | | | | Agenda | 705061389 - Management |
| | Item | Proposal | Type | Vote | For/Against
Management | |
| | 1 | To receive the Financial Statements for the year
ended 31 December 2013 | Management | For | For | |
| | 2 | To declare a dividend | Management | For | For | |
| | 3.a | To re-elect Mohammed Al Ghurair as a Director | Management | For | For | |
| | 3.b | To re-elect Abdul Jaleel Al Khalifa as a Director | Management | For | For | |
| | 3.c | To re-elect Thor Haugnaess as a Director | Management | For | For | |
| | 3.d | To re-elect Ahmad Sharaf as a Director | Management | For | For | |
| | 3.e | To re-elect Ahmad Al Muhairbi as a Director | Management | For | For | |
| | 3.f | To re-elect Saeed Al Mazrooei as a Director | Management | For | For | |
| | 3.g | To elect Justin Crowley as a Director | Management | For | For | |
| | 4 | To approve the Directors’ Remuneration Policy | Management | For | For | |
| | 5 | To receive the Directors’ Remuneration Report
for the year ended 31 December 2013 | Management | For | For | |
| | 6 | To authorise the Directors to fix the Auditors’
remuneration | Management | For | For | |
| | 7 | To authorise general meetings outside the
Republic of Ireland | Management | For | For | |
| | 8 | To authorise the calling of general meetings on
not less than 14 days’ notice | Management | For | For | |
| | 9 | To authorise the Directors to allot relevant
securities | Management | For | For | |
| | 10 | To disapply statutory pre-emption rights | Management | For | For | |
| | 11 | To authorise the repurchase of the Company’s
shares | Management | For | For | |
| | 12 | To approve the adoption of the 2014 Long-Term
Incentive Plan | Management | For | For | |
| | BANK OF IRELAND (THE GOVERNOR AND COMPANY OF THE B |
| | Security | | G49374146 | | | | Meeting Type | Other Meeting |
| | Ticker Symbol | | BKIR | | | | Meeting Date | 25-Apr-2014 |
| | ISIN | | IE0030606259 | | | | Agenda | 705060248 - Management |
| | Item | Proposal | Type | Vote | For/Against
Management | |
| | 1 | To consider the report of the directors, the
auditors’ report and the accounts for the year
ended 31 December 2013 | Management | For | For | |
| | 2 | To consider the report on directors’ remuneration
for the year ended 31 December 2013 | Management | For | For | |
| | 3.i | To elect Brad Martin a director of the court | Management | For | For | |
| | 3.iia | To re-elect the following Director: Kent Atkinson | Management | For | For | |
| | 3.iib | To re-elect the following Director: Richie Boucher | Management | For | For | |
| | 3.iic | To re-elect the following Director: Pat Butler | Management | For | For | |
| | 3.iid | To re-elect the following Director: Patrick Haren | Management | For | For | |
| | 3.iie | To re-elect the following Director: Archie Kane | Management | For | For | |
| | 3.iif | To re-elect the following Director: Andrew
Keating | Management | For | For | |
| | 3.iig | To re-elect the following Director: Patrick
Kennedy | Management | For | For | |
| | 3.iih | To re-elect the following Director: Davida Marston | Management | For | For | |
| | 3.iii | To re-elect the following Director: Patrick Mulvihill | Management | For | For | |
| | 3.iij | To re-elect the following Director: Patrick
O’Sullivan | Management | For | For | |
| | 3.iik | To re-elect the following Director: Wilbur L. Ross
Jr. | Management | For | For | |
| | 4 | To authorise the directors to fix the remuneration
of the auditors | Management | For | For | |
| | 5 | To determine the re-issue price range for
treasury stock | Management | For | For | |
| | 6 | To renew the directors’ authority to issue ordinary
stock on a non-pre-emptive basis for cash | Management | For | For | |
| | 7 | To renew the directors’ authority to issue ordinary
stock on a non-pre-emptive basis other than for
cash | Management | For | For | |
| | 8 | To authorise the directors to issue for cash or
non-cash on a non-pre-emptive basis, contingent
equity conversion notes, and ordinary stock on
the conversion of such notes | Management | For | For | |
| | 9 | To maintain the existing authority to convene an
EGC by 14 days’ notice | Management | For | For | |
| | FBD HOLDINGS PLC |
| | Security | | G3335G107 | | | | Meeting Type | Annual General Meeting |
| | Ticker Symbol | | FBD | | | | Meeting Date | 29-Apr-2014 |
| | ISIN | | IE0003290289 | | | | Agenda | 705089755 - Management |
| | Item | Proposal | Type | Vote | For/Against
Management | |
| | 1 | To receive and consider the 2013 Directors’
Report and Financial Statements | Management | For | For | |
| | 2 | To declare a dividend on the 8% non-cumulative
preference shares | Management | For | For | |
| | 3 | To declare a final dividend of 33.25 cent per
ordinary share for the year ended 31 December
2013 | Management | For | For | |
| | 4 | To approve the Report on Directors’
Remuneration for the year ended 31 December
2013 | Management | For | For | |
| | 5.a | To re-elect the following person as Director of the
Company: Michael Berkery | Management | For | For | |
| | 5.b | To re-elect the following person as Director of the
Company: Sean Dorgan | Management | For | For | |
| | 5.c | To re-elect the following person as Director of the
Company: Brid Horan | Management | For | For | |
| | 5.d | To re-elect the following person as Director of the
Company: Andrew Langford | Management | For | For | |
| | 5.e | To re-elect the following person as Director of the
Company: Dermot Mulvihill | Management | For | For | |
| | 5.f | To re-elect the following person as Director of the
Company: Cathal O’Caoimh | Management | For | For | |
| | 5.g | To re-elect the following person as Director of the
Company: Padraig Walshe | Management | For | For | |
| | 6 | To authorise the Directors to fix the remuneration
of the Auditors | Management | For | For | |
| | 7 | To authorise the Directors to allot shares | Management | For | For | |
| | 8 | To approve a limited disapplication of pre-
emption rights | Management | For | For | |
| | 9 | To authorise the Company to make market
purchases of its own shares | Management | For | For | |
| | 10 | To set the off-market re-issue price range for the
Company’s shares held in treasury | Management | For | For | |
| | 11 | To maintain the existing authority to convene an
EGM by 14 days notice | Management | For | For | |
| | KERRY GROUP PLC |
| | Security | | G52416107 | | | | Meeting Type | Annual General Meeting |
| | Ticker Symbol | | KYG | | | | Meeting Date | 01-May-2014 |
| | ISIN | | IE0004906560 | | | | Agenda | 705116273 - Management |
| | Item | Proposal | Type | Vote | For/Against
Management | |
| | 1 | REPORT AND ACCOUNTS | Management | For | For | |
| | 2 | DECLARATION OF DIVIDEND | Management | For | For | |
| | 3.A | TO RE-ELECT MR. MICHAEL AHERN | Management | For | For | |
| | 3.B | TO RE-ELECT DR HUGH BRADY | Management | For | For | |
| | 3.C | TO RE-ELECT MR. JAMES DEVANE | Management | For | For | |
| | 3.D | TO RE-ELECT MR. JOHN JOSEPH O CONNOR | Management | For | For | |
| | 4.A | TO RE-ELECT MR. DENIS BUCKLEY | Management | For | For | |
| | 4.B | TO RE-ELECT MR. GERRY BEHAN | Management | For | For | |
| | 4.C | TO RE-ELECT MR. MICHAEL DOWLING | Management | For | For | |
| | 4.D | TO RE-ELECT MS JOAN GARAHY | Management | For | For | |
| | 4.E | TO RE-ELECT MR. FLOR HEALY | Management | For | For | |
| | 4.F | TO RE-ELECT MR. JAMES KENNY | Management | For | For | |
| | 4.G | TO RE-ELECT MR. STAN MCCARTHY | Management | For | For | |
| | 4.H | TO RE-ELECT MR. BRIAN MEHIGAN | Management | For | For | |
| | 4.I | TO RE-ELECT MR. PHILIP TOOMEY | Management | For | For | |
| | 5 | REMUNERATION OF AUDITORS | Management | For | For | |
| | 6 | REMUNERATION REPORT | Management | For | For | |
| | 7 | SECTION 20 AUTHORITY | Management | For | For | |
| | 8 | DISAPPLICATION OF SECTION 23 | Management | For | For | |
| | 9 | TO AUTHORISE THE COMPANY TO MAKE
MARKET PURCHASES OF ITS OWN SHARES | Management | For | For | |
| | 10 | TO APPROVE THE PROPOSED
AMENDMENTS TO THE ARTICLES OF
ASSOCIATION | Management | For | For | |
| | KINGSPAN GROUP PLC |
| | Security | | G52654103 | | | | Meeting Type | Annual General Meeting |
| | Ticker Symbol | | KSP | | | | Meeting Date | 01-May-2014 |
| | ISIN | | IE0004927939 | | | | Agenda | 705089589 - Management |
| | Item | Proposal | Type | Vote | For/Against
Management | |
| | 1 | To adopt the Financial Statements | Management | For | For | |
| | 2 | To declare a final dividend | Management | For | For | |
| | 3 | To approve the report of the Remuneration
Committee | Management | For | For | |
| | 4.a | To re-elect Eugene Murtagh as a director | Management | For | For | |
| | 4.b | To re-elect Gene M. Murtagh as a director | Management | For | For | |
| | 4.c | To re-elect Geoff Doherty as a director | Management | For | For | |
| | 4.d | To re-elect Russell Shiels as a director | Management | For | For | |
| | 4.e | To re-elect Peter Wilson as a director | Management | For | For | |
| | 4.f | To re-elect Gilbert McCarthy as a director | Management | For | For | |
| | 4.g | To re-elect Helen Kirkpatrick as a director | Management | For | For | |
| | 4.h | To re-elect Kieran Murphy | Management | For | For | |
| | 4.i | To elect Linda Hickey as a director | Management | For | For | |
| | 5 | To authorise the directors to-fix the remuneration
of the auditors | Management | For | For | |
| | 6 | To authorise the directors to allot securities | Management | For | For | |
| | 7 | Dis-application of pre-emption rights | Management | For | For | |
| | 8 | Purchase of company shares | Management | For | For | |
| | 9 | Re-issue of treasury shares | Management | For | For | |
| | 10 | To approve the convening of certain EGMs on 14
days notice | Management | For | For | |
| | CMMT | 01 APR 2014: PLEASE NOTE THAT THIS IS A
REVISION DUE TO MODIFICATION OF TEXT
O-F RESOLUTION 10. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT
RETURN-THIS PROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK Y-OU. | Non-Voting | | | |
| | AER LINGUS GROUP PLC, DUBLIN |
| | Security | | G0125Z105 | | | | Meeting Type | Annual General Meeting |
| | Ticker Symbol | | AERL | | | | Meeting Date | 02-May-2014 |
| | ISIN | | IE00B1CMPN86 | | | | Agenda | 705122137 - Management |
| | Item | Proposal | Type | Vote | For/Against
Management | |
| | 1 | TO RECEIVE AND CONSIDER THE FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31
DECEMBER 2013 AND THE REPORTS OF THE
DIRECTORS AND AUDITORS THEREON | Management | For | For | |
| | 2 | CONSIDERATION OF THE REMUNERATION
REPORT | Management | For | For | |
| | 3.A | TO RE-ELECT COLM BARRINGTON | Management | For | For | |
| | 3.B | TO RE-ELECT DAVID BEGG | Management | For | For | |
| | 3.C | TO RE-ELECT MONTIE BREWER | Management | For | For | |
| | 3.D | TO RE-ELECT LAURENCE CROWLEY | Management | For | For | |
| | 3.E | TO RE-ELECT ANDREW MACFARLANE | Management | For | For | |
| | 3.F | TO RE-ELECT CHRISTOPH MUELLER | Management | For | For | |
| | 3.G | TO RE-ELECT NICOLA SHAW | Management | For | For | |
| | 3.H | TO ELECT EMER GILVARRY | Management | For | For | |
| | 3.I | TO ELECT JOHN HARTNETT | Management | For | For | |
| | 3.J | TO ELECT NIGEL NORTHRIDGE | Management | For | For | |
| | 3.K | TO ELECT NICOLAS VILLEN | Management | For | For | |
| | 4 | AUTHORISATION TO FIX THE
REMUNERATION OF THE AUDITORS | Management | For | For | |
| | 5 | DECLARATION OF A DIVIDEND | Management | For | For | |
| | 6 | AUTHORISATION TO RETAIN THE POWER TO
HOLD EGMS ON 14 DAYS’ NOTICE | Management | For | For | |
| | 7 | AUTHORISATION OF DIRECTORS TO ALLOT
SHARES | Management | For | For | |
| | 8 | AUTHORISATION TO ALLOT EQUITY
SECURITIES OTHERWISE THAN IN
ACCORDANCE WITH STATUTORY PRE-
EMPTION RIGHTS | Management | For | For | |
| | 9 | AUTHORISATION OF MARKET PURCHASES
OF THE COMPANY’S OWN SHARES | Management | For | For | |
| | 10 | DETERMINATION OF THE PRICE RANGE FOR
THE RE-ISSUE OF TREASURY SHARES OFF-
MARKET | Management | For | For | |
| | 11 | AMENDMENT TO ARTICLE 59 OF THE
ARTICLES OF ASSOCIATION | Management | For | For | |
| | CMMT | 08 APR 2014: PLEASE NOTE THAT THIS IS A
REVISION DUE TO MODIFICATION TO TEXT
O-F RESOLUTION 5. IF YOU HAVE ALREADY
SENT IN YOUR VOTES, PLEASE DO NOT
RETURN T-HIS PROXY FORM UNLESS YOU
DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YO-U. | Non-Voting | | | |
| | SMURFIT KAPPA GROUP PLC, DUBLIN |
| | Security | | G8248F104 | | | | Meeting Type | Annual General Meeting |
| | Ticker Symbol | | SKG | | | | Meeting Date | 02-May-2014 |
| | ISIN | | IE00B1RR8406 | | | | Agenda | 705109913 - Management |
| | Item | Proposal | Type | Vote | For/Against
Management | |
| | 1 | CONSIDERATION OF FINANCIAL
STATEMENTS AND REPORTS OF THE
DIRECTORS AND AUDITORS | Management | For | For | |
| | 2 | CONSIDERATION OF THE DIRECTORS’
REMUNERATION REPORT | Management | For | For | |
| | 3 | CONSIDERATION OF THE REMUNERATION
POLICY | Management | For | For | |
| | 4 | DECLARATION OF A DIVIDEND | Management | For | For | |
| | 5 | ELECTION OF MR. JOHN MOLONEY AS A
DIRECTOR | Management | For | For | |
| | 6.A | RE-ELECTION OF DIRECTORS: MR. LIAM
O’MAHONY | Management | For | For | |
| | 6.B | RE-ELECTION OF DIRECTORS: MR. GARY
MCGANN | Management | For | For | |
| | 6.C | RE-ELECTION OF DIRECTORS: MR.
ANTHONY SMURFIT | Management | For | For | |
| | 6.D | RE-ELECTION OF DIRECTORS: MR. IAN
CURLEY | Management | For | For | |
| | 6.E | RE-ELECTION OF DIRECTORS: MR. FRITS
BEURSKENS | Management | For | For | |
| | 6.F | RE-ELECTION OF DIRECTORS: Ms. CHRISTEL
BORIES | Management | For | For | |
| | 6.G | RE-ELECTION OF DIRECTORS: MR. THOMAS
BRODIN | Management | For | For | |
| | 6.H | RE-ELECTION OF DIRECTORS: MR. IRIAL
FINAN | Management | For | For | |
| | 6.I | RE-ELECTION OF DIRECTORS: MR. SAMUEL
MENCOFF | Management | For | For | |
| | 6.J | RE-ELECTION OF DIRECTORS: MR.
ROBERTO NEWELL | Management | For | For | |
| | 6.K | RE-ELECTION OF DIRECTORS: MR. NICANOR
RESTREPO | Management | For | For | |
| | 6.L | RE-ELECTION OF DIRECTORS: MR. PAUL
STECKO | Management | For | For | |
| | 6.M | RE-ELECTION OF DIRECTORS: Ms.
ROSEMARY THORNE | Management | For | For | |
| | 7 | REMUNERATION OF AUDITORS | Management | For | For | |
| | 8 | AUTHORITY TO ISSUE SHARES | Management | For | For | |
| | 9 | DISAPPLICATION OF PRE-EMPTION RIGHTS | Management | For | For | |
| | 10 | AUTHORITY TO PURCHASE OWN SHARES | Management | For | For | |
| | 11 | CONVENING AN EXTRAORDINARY GENERAL
MEETING ON 14 CLEAR DAYS’ NOTICE | Management | For | For | |
| | CRH PLC, DUBLIN |
| | Security | | G25508105 | | | | Meeting Type | Annual General Meeting |
| | Ticker Symbol | | CRH | | | | Meeting Date | 07-May-2014 |
| | ISIN | | IE0001827041 | | | | Agenda | 705039560 - Management |
| | Item | Proposal | Type | Vote | For/Against
Management | |
| | 1 | Accept Financial Statements and Statutory
Reports | Management | For | For | |
| | 2 | Approve Final Dividend | Management | For | For | |
| | 3 | Approve Remuneration Report | Management | For | For | |
| | 4 | Approve Remuneration Policy | Management | For | For | |
| | 5.a | Re-elect Ernst Bartschi as Director | Management | For | For | |
| | 5.b | Re-elect Maeve Carton as Director | Management | For | For | |
| | 5.c | Re-elect Bill Egan as Director | Management | For | For | |
| | 5.d | Re-elect Utz-Hellmuth Felcht as Director | Management | For | For | |
| | 5.e | Re-elect Nicky Hartery as Director | Management | For | For | |
| | 5.f | Re-elect John Kennedy as Director | Management | For | For | |
| | 5.g | Elect Don McGovern Jr. as Director | Management | For | For | |
| | 5.h | Re-elect Heather Ann McSharry as Director | Management | For | For | |
| | 5.i | Re-elect Albert Manifold as Director | Management | For | For | |
| | 5.j | Re-elect Dan O’Connor as Director | Management | For | For | |
| | 5.k | Elect Henk Rottinghuis as Director | Management | For | For | |
| | 5.l | Re-elect Mark Towe as Director | Management | For | For | |
| | 6 | Authorise Board to Fix Remuneration of Auditors | Management | For | For | |
| | 7 | Reappoint Ernst Young as Auditors | Management | For | For | |
| | 8 | Authorise Issue of Equity with Pre-emptive Rights | Management | For | For | |
| | 9 | Authorise Issue of Equity without Pre-emptive
Rights | Management | For | For | |
| | 10 | Authorise Market Purchase of Ordinary Shares | Management | For | For | |
| | 11 | Authorise Re-issuance of Treasury Shares | Management | For | For | |
| | 12 | Approve Scrip Dividend Program | Management | For | For | |
| | 13 | Approve Performance Share Plan | Management | For | For | |
| | GRAFTON GROUP PLC |
| | Security | | G4035Q189 | | | | Meeting Type | Annual General Meeting |
| | Ticker Symbol | | GFTU | | | | Meeting Date | 09-May-2014 |
| | ISIN | | IE00B00MZ448 | | | | Agenda | 705122466 - Management |
| | Item | Proposal | Type | Vote | For/Against
Management | |
| | 1 | TO RECEIVE AND CONSIDER THE FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31
DECEMBER 2013 | Management | For | For | |
| | 2.A | TO RE-ELECT DIRECTOR MR. MICHAEL
CHADWICK | Management | For | For | |
| | 2.B | TO RE-ELECT DIRECTOR MR. CHARLES M.
FISHER | Management | For | For | |
| | 2.C | TO RE-ELECT DIRECTOR Ms. ANNETTE
FLYNN | Management | For | For | |
| | 2.D | TO RE-ELECT DIRECTOR MR. RODERICK
RYAN | Management | For | For | |
| | 2.E | TO RE-ELECT DIRECTOR MR. FRANK VAN
ZANTEN | Management | For | For | |
| | 2.F | TO ELECT MR. DAVID ARNOLD AS A
DIRECTOR OF THE COMPANY | Management | For | For | |
| | 2.G | TO RE-ELECT MR. GAVIN SLARK AS A
DIRECTOR OF THE COMPANY | Management | For | For | |
| | 3 | TO AUTHORISE THE DIRECTORS TO FIX THE
REMUNERATION OF The AUDITORS | Management | For | For | |
| | 4.A | TO RECEIVE AND CONSIDER THE
CHAIRMAN’S ANNUAL STATEMENT AND THE
ANNUAL REPORT ON REMUNERATION OF
THE REMUNERATION COMMITTEE FOR THE
YEAR ENDED 31 DECEMBER 2013 | Management | For | For | |
| | 4.B | TO RECEIVE AND CONSIDER THE
REMUNERATION POLICY REPORT OF THE
REMUNERATION COMMITTEE | Management | For | For | |
| | 5 | TO APPROVE THE CONVENING OF AN
EXTRAORDINARY GENERAL MEETING ON 14
CLEAR DAYS’ NOTICE | Management | For | For | |
| | 6 | TO EMPOWER THE DIRECTORS TO ALLOT
SHARES OTHERWISE THAN IN
ACCORDANCE WITH STATUTORY PRE-
EMPTION RIGHTS | Management | For | For | |
| | 7 | TO AUTHORISE MARKET PURCHASES OF
THE COMPANY’S OWN SHARES | Management | For | For | |
| | 8 | TO DETERMINE THE PRICE RANGE FOR THE
RE-ISSUE OF TREASURY SHARES OFF-
MARKET | Management | For | For | |
| | GLANBIA PLC |
| | Security | | G39021103 | | | | Meeting Type | Annual General Meeting |
| | Ticker Symbol | | GLB | | | | Meeting Date | 13-May-2014 |
| | ISIN | | IE0000669501 | | | | Agenda | 705152887 - Management |
| | Item | Proposal | Type | Vote | For/Against
Management | |
| | 1 | TO RECEIVE AND CONSIDER THE FINANCIAL
STATEMENTS FOR THE YEAR ENDED 4
JANUARY 2014 TOGETHER WITH THE
REPORTS OF THE DIRECTORS AND THE
AUDITORS THEREON | Management | For | For | |
| | 2 | TO DECLARE A FINAL DIVIDEND OF 5.97
CENT PER SHARE ON THE ORDINARY
SHARES FOR THE YEAR ENDED 4 JANUARY
2014 | Management | For | For | |
| | 3.a | TO RE-APPOINT THE FOLLOWING
DIRECTOR, IN ACCORDANCE WITH THE
PROVISIONS OF THE UK CORPORATE
GOVERNANCE CODE, WHO RETIRE AND,
BEING ELIGIBLE, OFFER HIMSELF FOR RE-
APPOINTMENT: JOHN CALLAGHAN | Management | For | For | |
| | 3.b | TO RE-APPOINT THE FOLLOWING
DIRECTOR, IN ACCORDANCE WITH THE
PROVISIONS OF THE UK CORPORATE
GOVERNANCE CODE, WHO RETIRE AND,
BEING ELIGIBLE, OFFER HIMSELF FOR RE-
APPOINTMENT: WILLIAM CARROLL | Management | For | For | |
| | 3.c | TO RE-APPOINT THE FOLLOWING
DIRECTOR, IN ACCORDANCE WITH THE
PROVISIONS OF THE UK CORPORATE
GOVERNANCE CODE, WHO RETIRE AND,
BEING ELIGIBLE, OFFER HIMSELF FOR RE-
APPOINTMENT: HENRY CORBALLY | Management | For | For | |
| | 3.d | TO RE-APPOINT THE FOLLOWING
DIRECTOR, IN ACCORDANCE WITH THE
PROVISIONS OF THE UK CORPORATE
GOVERNANCE CODE, WHO RETIRE AND,
BEING ELIGIBLE, OFFER HIMSELF FOR RE-
APPOINTMENT: JER DOHENY | Management | For | For | |
| | 3.e | TO RE-APPOINT THE FOLLOWING
DIRECTOR, IN ACCORDANCE WITH THE
PROVISIONS OF THE UK CORPORATE
GOVERNANCE CODE, WHO RETIRE AND,
BEING ELIGIBLE, OFFER HIMSELF FOR RE-
APPOINTMENT: DAVID FARRELL | Management | For | For | |
| | 3.f | TO RE-APPOINT THE FOLLOWING
DIRECTOR, IN ACCORDANCE WITH THE
PROVISIONS OF THE UK CORPORATE
GOVERNANCE CODE, WHO RETIRE AND,
BEING ELIGIBLE, OFFER HIMSELF FOR RE-
APPOINTMENT: MARK GARVEY | Management | For | For | |
| | 3.g | TO RE-APPOINT THE FOLLOWING
DIRECTOR, IN ACCORDANCE WITH THE
PROVISIONS OF THE UK CORPORATE
GOVERNANCE CODE, WHO RETIRE AND,
BEING ELIGIBLE, OFFER HIMSELF FOR RE-
APPOINTMENT: DONARD GAYNOR | Management | For | For | |
| | 3.h | TO RE-APPOINT THE FOLLOWING
DIRECTOR, IN ACCORDANCE WITH THE
PROVISIONS OF THE UK CORPORATE
GOVERNANCE CODE, WHO RETIRE AND,
BEING ELIGIBLE, OFFER HIMSELF FOR RE-
APPOINTMENT: PATRICK GLEESON | Management | For | For | |
| | 3.i | TO RE-APPOINT THE FOLLOWING
DIRECTOR, IN ACCORDANCE WITH THE
PROVISIONS OF THE UK CORPORATE
GOVERNANCE CODE, WHO RETIRE AND,
BEING ELIGIBLE, OFFER HIMSELF FOR RE-
APPOINTMENT: VINCENT GORMAN | Management | For | For | |
| | 3.j | TO RE-APPOINT THE FOLLOWING
DIRECTOR, IN ACCORDANCE WITH THE
PROVISIONS OF THE UK CORPORATE
GOVERNANCE CODE, WHO RETIRE AND,
BEING ELIGIBLE, OFFER HIMSELF FOR RE-
APPOINTMENT: PAUL HARAN | Management | For | For | |
| | 3.k | TO RE-APPOINT THE FOLLOWING
DIRECTOR, IN ACCORDANCE WITH THE
PROVISIONS OF THE UK CORPORATE
GOVERNANCE CODE, WHO RETIRE AND,
BEING ELIGIBLE, OFFER HIMSELF FOR RE-
APPOINTMENT: LIAM HERLIHY | Management | For | For | |
| | 3.l | TO RE-APPOINT THE FOLLOWING
DIRECTOR, IN ACCORDANCE WITH THE
PROVISIONS OF THE UK CORPORATE
GOVERNANCE CODE, WHO RETIRE AND,
BEING ELIGIBLE, OFFER HIMSELF FOR RE-
APPOINTMENT: MARTIN KEANE | Management | For | For | |
| | 3.m | TO RE-APPOINT THE FOLLOWING
DIRECTOR, IN ACCORDANCE WITH THE
PROVISIONS OF THE UK CORPORATE
GOVERNANCE CODE, WHO RETIRE AND,
BEING ELIGIBLE, OFFER HIMSELF FOR RE-
APPOINTMENT: MICHAEL KEANE | Management | For | For | |
| | 3.n | TO RE-APPOINT THE FOLLOWING
DIRECTOR, IN ACCORDANCE WITH THE
PROVISIONS OF THE UK CORPORATE
GOVERNANCE CODE, WHO RETIRE AND,
BEING ELIGIBLE, OFFER HIMSELF FOR RE-
APPOINTMENT: HUGH MCGUIRE | Management | For | For | |
| | 3.o | TO RE-APPOINT THE FOLLOWING
DIRECTOR, IN ACCORDANCE WITH THE
PROVISIONS OF THE UK CORPORATE
GOVERNANCE CODE, WHO RETIRE AND,
BEING ELIGIBLE, OFFER HIMSELF FOR RE-
APPOINTMENT: MATTHEW MERRICK | Management | For | For | |
| | 3.p | TO RE-APPOINT THE FOLLOWING
DIRECTOR, IN ACCORDANCE WITH THE
PROVISIONS OF THE UK CORPORATE
GOVERNANCE CODE, WHO RETIRE AND,
BEING ELIGIBLE, OFFER HIMSELF FOR RE-
APPOINTMENT: JOHN MURPHY | Management | For | For | |
| | 3.q | TO RE-APPOINT THE FOLLOWING
DIRECTOR, IN ACCORDANCE WITH THE
PROVISIONS OF THE UK CORPORATE
GOVERNANCE CODE, WHO RETIRE AND,
BEING ELIGIBLE, OFFER HIMSELF FOR RE-
APPOINTMENT: PATRICK MURPHY | Management | For | For | |
| | 3.r | TO RE-APPOINT THE FOLLOWING
DIRECTOR, IN ACCORDANCE WITH THE
PROVISIONS OF THE UK CORPORATE
GOVERNANCE CODE, WHO RETIRE AND,
BEING ELIGIBLE, OFFER HIMSELF FOR RE-
APPOINTMENT: BRIAN PHELAN | Management | For | For | |
| | 3.s | TO RE-APPOINT THE FOLLOWING
DIRECTOR, IN ACCORDANCE WITH THE
PROVISIONS OF THE UK CORPORATE
GOVERNANCE CODE, WHO RETIRE AND,
BEING ELIGIBLE, OFFER HIMSELF FOR RE-
APPOINTMENT: EAMON POWER | Management | For | For | |
| | 3.t | TO RE-APPOINT THE FOLLOWING
DIRECTOR, IN ACCORDANCE WITH THE
PROVISIONS OF THE UK CORPORATE
GOVERNANCE CODE, WHO RETIRE AND,
BEING ELIGIBLE, OFFER HERSELF FOR RE-
APPOINTMENT: SIOBHAN TALBOT | Management | For | For | |
| | 4 | TO AUTHORISE THE DIRECTORS TO FIX THE
REMUNERATION OF THE AUDITORS FOR
THE 2014 FINANCIAL YEAR | Management | For | For | |
| | 5 | TO RECEIVE AND CONSIDER THE
REMUNERATION COMMITTEE REPORT FOR
THE YEAR ENDED 4 JANUARY 2014 | Management | For | For | |
| | 6 | TO INCREASE THE AUTHORISED SHARE
CAPITAL | Management | For | For | |
| | 7 | TO AMEND THE MEMORANDUM OF
ASSOCIATION OF THE COMPANY | Management | For | For | |
| | 8 | TO AMEND THE ARTICLES OF ASSOCIATION | Management | For | For | |
| | 9 | AUTHORISATION TO ALLOT EQUITY
SECURITIES FOR CASH | Management | For | For | |
| | 10 | AUTHORISATION TO ALLOT EQUITY
SECURITIES OTHERWISE THAN IN
ACCORDANCE WITH STATUTORY PRE-
EMPTION RIGHTS | Management | For | For | |
| | 11 | AUTHORISATION TO RETAIN THE POWER TO
HOLD AN EXTRAORDINARY GENERAL
MEETING ON 14 DAYS’ NOTICE | Management | For | For | |
| | CMMT | 06 MAY 2014: PLEASE NOTE THAT THIS IS A
REVISION DUE TO CHANGE IN RECORD
DATE.-IF YOU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT VOTE AGAIN
UNLESS YOU D-ECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU. | Non-Voting | | | |
| | PADDY POWER PLC |
| | Security | | G68673105 | | | | Meeting Type | Annual General Meeting |
| | Ticker Symbol | | PWL | | | | Meeting Date | 13-May-2014 |
| | ISIN | | IE0002588105 | | | | Agenda | 705152255 - Management |
| | Item | Proposal | Type | Vote | For/Against
Management | |
| | 1 | TO RECEIVE AND CONSIDER THE FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31
DECEMBER 2013 AND THE REPORTS OF THE
DIRECTORS AND AUDITORS THEREON | Management | For | For | |
| | 2 | TO DECLARE A FINAL DIVIDEND OF 90.0
CENT PER SHARE FOR THE YEAR ENDED 31
DECEMBER 2013 | Management | For | For | |
| | 3 | TO RECEIVE AND CONSIDER THE
REMUNERATION COMMITTEE REPORT ON
DIRECTORS’ REMUNERATION FOR THE
YEAR ENDED 31 DECEMBER 2013 | Management | For | For | |
| | 4 | TO ELECT MICHAEL CAWLEY AS A
DIRECTOR WHO IS RECOMMENDED BY THE
BOARD FOR ELECTION | Management | For | For | |
| | 5.a | TO RE-ELECT NIGEL NORTHRIDGE | Management | For | For | |
| | 5.b | TO RE-ELECT PATRICK KENNEDY | Management | For | For | |
| | 5.c | TO RE-ELECT STEWART KENNY | Management | For | For | |
| | 5.d | TO RE-ELECT ULRIC JEROME | Management | For | For | |
| | 5.e | TO RE-ELECT TOM GRACE | Management | For | For | |
| | 5.f | TO RE-ELECT DANUTA GRAY | Management | For | For | |
| | 5.g | TO RE-ELECT CORMAC MCCARTHY | Management | For | For | |
| | 5.h | TO RE-ELECT PADRAIG O RIORDAIN | Management | For | For | |
| | 6 | TO AUTHORISE THE DIRECTORS TO FIX THE
REMUNERATION OF THE AUDITORS FOR
THE YEAR ENDING 31 DECEMBER 2014 | Management | For | For | |
| | 7 | THAT IT IS HEREBY RESOLVED THAT THE
PROVISION IN ARTICLE 53(A) ALLOWING
FOR THE CONVENING OF AN
EXTRAORDINARY GENERAL MEETING BY AT
LEAST FOURTEEN CLEAR DAYS’ NOTICE
(WHERE SUCH MEETINGS ARE NOT
CONVENED FOR THE PASSING OF A
SPECIAL RESOLUTION) SHALL CONTINUE TO
BE EFFECTIVE | Management | For | For | |
| | 8 | THAT THE DIRECTORS BE AND THEY ARE
HEREBY GENERALLY AND
UNCONDITIONALLY AUTHORISED TO
EXERCISE ALL THE POWERS OF THE
COMPANY TO ALLOT RELEVANT
SECURITIES (WITHIN THE MEANING OF
SECTION 20 OF THE COMPANIES
(AMENDMENT) ACT 1983) UP TO AN
AGGREGATE NOMINAL AMOUNT OF EUR
1,700,077, REPRESENTING APPROXIMATELY
ONE THIRD OF THE ISSUED SHARE CAPITAL
OF THE COMPANY AT THE DATE OF THE
NOTICE CONTAINING THIS RESOLUTION;
PROVIDED THAT THIS AUTHORITY SHALL
EXPIRE AT THE CLOSE OF BUSINESS ON | Management | For | For | |
| | | THE EARLIER OF THE DATE OF THE NEXT
ANNUAL GENERAL MEETING OF THE
COMPANY OR 12 NOVEMBER 2015 SAVE
THAT THE COMPANY MAY BEFORE SUCH
EXPIRY MAKE AN OFFER OR AGREEMENT
WHICH WOULD OR MIGHT REQUIRE
RELEVANT SECURITIES TO BE ALLOTTED
AFTER SUCH EXPIRY AND THE DIRECTORS
MAY CONTD | | | | |
| | CONT | CONTD ALLOT RELEVANT SECURITIES IN
PURSUANCE OF SUCH OFFER OR
AGREEMENT AS IF-THE AUTHORITY HEREBY
CONFERRED HAD NOT EXPIRED | Non-Voting | | | |
| | 9 | THAT FOR THE PURPOSES OF REGULATION
8(D) OF THE ARTICLES OF THE
ASSOCIATION OF THE COMPANY, THE
DIRECTORS ARE HEREBY EMPOWERED TO
ALLOT EQUITY SECURITIES (AS DEFINED IN
SECTION 23 OF THE COMPANIES
(AMENDMENT) ACT 1983) FOR CASH
PURSUANT TO AND IN ACCORDANCE WITH
THE PROVISIONS OF THEIR AUTHORITY
PURSUANT TO SECTION 20 OF THE
COMPANIES (AMENDMENT) ACT 1983 AS IF
SUB-SECTION (1) OF SECTION 23 OF THE
COMPANIES (AMENDMENT) ACT 1983 DID
NOT APPLY TO ANY SUCH ALLOTMENT
PROVIDED THAT, PURSUANT TO
REGULATION 8(D)(II), THE MAXIMUM
AGGREGATE NOMINAL VALUE OF SHARES
TO WHICH THIS AUTHORITY RELATES SHALL
BE AN AGGREGATE NOMINAL VALUE OF
EUR 255,012 OR FIVE PER CENT OF THE
COMPANY’S ISSUED ORDINARY SHARE
CAPITAL AT THE CLOSE OF BUSINESS ON
THE DATE ON CONTD | Management | For | For | |
| | CONT | CONTD WHICH THIS RESOLUTION SHALL BE
PASSED; AND THE AUTHORITY HEREBY-
CONFERRED SHALL EXPIRE AT THE CLOSE
OF BUSINESS ON THE EARLIER OF THE
DATE OF-THE NEXT ANNUAL GENERAL
MEETING OF THE COMPANY OR 12
NOVEMBER 2015 UNLESS-PREVIOUSLY
RENEWED, VARIED OR REVOKED BY THE
COMPANY IN GENERAL MEETING-PROVIDED
THAT THE COMPANY MAY MAKE BEFORE
SUCH EXPIRY AN OFFER OR AGREEMENT-
WHICH WOULD OR MIGHT REQUIRE EQUITY
SECURITIES TO BE ALLOTTED AFTER SUCH-
EXPIRY AND THE DIRECTORS MAY ALLOT
EQUITY SECURITIES IN PURSUANCE OF
SUCH AN-OFFER OR AGREEMENT AS IF THE
AUTHORITY HEREBY CONFERRED HAD NOT
EXPIRED | Non-Voting | | | |
| | 10 | THAT THE COMPANY AND/ OR ANY
SUBSIDIARY (INCLUDING A BODY
CORPORATE) OF THE COMPANY BE
GENERALLY AUTHORISED TO MAKE
MARKET PURCHASES OR OVERSEAS
MARKET PURCHASES (AS DEFINED BY
SECTION 212 OF THE COMPANIES ACT 1990)
OF SHARES OF ANY CLASS OF THE
COMPANY ON SUCH TERMS AND
CONDITIONS AND IN SUCH MANNER AS THE
DIRECTORS MAY FROM TIME TO TIME | Management | For | For | |
| | | DETERMINE IN ACCORDANCE WITH AND
SUBJECT TO THE PROVISIONS OF THE
COMPANIES ACT 1990 AND TO THE
RESTRICTIONS AND PROVISIONS SET OUT
IN REGULATION 46(A) OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY AND THAT
THE AUTHORITY HEREBY CONFERRED
SHALL EXPIRE AT THE CLOSE OF BUSINESS
ON THE EARLIER OF THE DATE OF THE
NEXT ANNUAL GENERAL MEETING OF THE
COMPANY OR 12 NOVEMBER 2015 UNLESS,
IN ANY SUCH CASE, PREVIOUSLY CONTD | | | | |
| | CONT | CONTD RENEWED, VARIED OR REVOKED BY
THE COMPANY IN GENERAL MEETING | Non-Voting | | | |
| | 11 | THAT THE RE-ISSUE PRICE RANGE AT
WHICH ANY TREASURY SHARE (AS DEFINED
IN SECTION 209 OF THE COMPANIES ACT
1990) FOR THE TIME BEING HELD BY THE
COMPANY MAY BE RE-ISSUED OFF MARKET,
SHALL BE THE PRICE RANGE SET OUT IN
ARTICLE 46(B) OF THE ARTICLES OF
ASSOCIATION OF THE COMPANY; AND THE
AUTHORITY HEREBY CONFERRED SHALL
EXPIRE AT THE CLOSE OF BUSINESS ON
THE EARLIER OF THE DATE OF THE NEXT
ANNUAL GENERAL MEETING OF THE
COMPANY OR 12 NOVEMBER 2015 UNLESS,
IN ANY SUCH CASE, PREVIOUSLY
RENEWED, VARIED OR REVOKED IN
ACCORDANCE WITH THE PROVISIONS OF
SECTION 209 OF THE COMPANIES ACT 1990 | Management | For | For | |
| | CMMT | 06 MAY 2014: PLEASE NOTE THAT THIS IS A
REVISION DUE TO CHANGE IN RECORD
DATE.-IF YOU HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT VOTE AGAIN
UNLESS YOU D-ECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU. | Non-Voting | | | |
| | IRISH CONTINENTAL GROUP PLC |
| | Security | | G49406146 | | | | Meeting Type | Annual General Meeting |
| | Ticker Symbol | | IR5A | | | | Meeting Date | 22-May-2014 |
| | ISIN | | IE0033336516 | | | | Agenda | 705237104 - Management |
| | Item | Proposal | Type | Vote | For/Against
Management | |
| | 1 | TO RECEIVE AND CONSIDER THE FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31
DECEMBER, 2013 AND THE REPORTS OF
THE DIRECTORS AND AUDITORS THEREON | Management | For | For | |
| | 2 | TO DECLARE A FINAL DIVIDEND OF 67 EURO
CENT PER ORDINARY SHARE IN ISSUE
IMMEDIATELY PRIOR TO THE PASSING OF
THIS RESOLUTION FOR THE YEAR ENDED 31
DECEMBER 2013 | Management | For | For | |
| | 3.a | RE-ELECTION OF DIRECTOR: JOHN B.
MCGUCKIAN | Management | For | For | |
| | 3.b | RE-ELECTION OF DIRECTOR: EAMONN
ROTHWELL | Management | For | For | |
| | 3.c | RE-ELECTION OF DIRECTOR: GARRY O’DEA | Management | For | For | |
| | 3.d | RE-ELECTION OF DIRECTOR: TONY KELLY | Management | For | For | |
| | 3.e | RE-ELECTION OF DIRECTOR: CATHERINE
DUFFY | Management | For | For | |
| | 3.f | RE-ELECTION OF DIRECTOR: BRIAN O’KELLY | Management | For | For | |
| | 3.g | RE-ELECTION OF DIRECTOR: JOHN
SHEEHAN | Management | For | For | |
| | 4 | TO AUTHORISE THE DIRECTORS TO FIX THE
REMUNERATION OF THE AUDITORS FOR
THE YEAR ENDING 31 DECEMBER, 2014 | Management | For | For | |
| | 5 | TO RECEIVE AND CONSIDER THE REPORT
OF THE REMUNERATION COMMITTEE FOR
THE YEAR ENDED 31 DECEMBER 2013 | Management | For | For | |
| | 6 | AS AN ORDINARY RESOLUTION: “THAT THE
BOARD (OR A COMMITTEE OF THE BOARD)
BE AND IS HEREBY GRANTED THE
AUTHORITY TO REDEEM AND CANCEL ALL
OF THE ISSUED REDEEMABLE SHARES OF
THE COMPANY IN ACCORDANCE WITH THE
COMPANY’S ARTICLES OF ASSOCIATION, ON
SUCH TERMS AND AT SUCH DATES AND
TIMES AS, IN ITS ABSOLUTE DISCRETION, IT
SEES FIT” | Management | For | For | |
| | 7 | AS A SPECIAL RESOLUTION: “THAT SUBJECT
TO THE REDEMPTION AND CANCELLATION
OF ALL OF THE ISSUED REDEEMABLE
SHARES OF THE COMPANY AS AUTHORISED
BY RESOLUTION 6 ABOVE, THE ARTICLES
OF ASSOCIATION OF THE COMPANY BE AND
ARE HEREBY REPLACED WITH THE
ARTICLES OF ASSOCIATION SET OUT AND
MARKED IN THE PRINTED DOCUMENT
PRODUCED TO THE MEETING AND | Management | For | For | |
| | | INITIALLED FOR THE PURPOSE OF
IDENTIFICATION BY THE CHAIRMAN AND
WHICH HAVE BEEN AVAILABLE FOR
INSPECTION ON THE WEBSITE OF THE
COMPANY AND AT THE REGISTERED
OFFICE OF THE COMPANY SINCE THE DATE
OF THE NOTICE OF THIS MEETING” | | | | |
| | 8 | AS AN ORDINARY RESOLUTION: “THAT THE
DIRECTORS BE AND ARE HEREBY
GENERALLY AND UNCONDITIONALLY
AUTHORISED TO EXERCISE ALL THE
POWERS OF THE COMPANY TO ALLOT
RELEVANT SECURITIES (WITHIN THE
MEANING OF SECTION 20 OF THE
COMPANIES (AMENDMENT) ACT, 1983) UP
TO AN AGGREGATE NOMINAL VALUE NOT
EXCEEDING 33.33% OF THE NOMINAL VALUE
OF THE PRESENT ISSUED ORDINARY SHARE
CAPITAL AND, THE PRESENT AUTHORISED
BUT UNISSUED REDEEMABLE SHARE
CAPITAL; PROVIDED THAT THIS AUTHORITY
SHALL EXPIRE AT THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY, SAVE THAT
THE COMPANY MAY BEFORE SUCH EXPIRY
MAKE AN OFFER OR AGREEMENT WHICH
WOULD OR MIGHT REQUIRE RELEVANT
SECURITIES TO BE ALLOTTED AFTER SUCH
EXPIRY AND THE DIRECTORS MAY ALLOT
RELEVANT SECURITIES PURSUANT TO
SUCH OFFER OR AGREEMENT, AS IF THE
AUTHORITY CONFERRED HEREBY HAD NOT
EXPIRED” | Management | For | For | |
| | 9 | AS A SPECIAL RESOLUTION: “THAT THE
DIRECTORS BE AND ARE HEREBY
EMPOWERED PURSUANT TO SECTION 23
AND SECTION 24 (1) OF THE COMPANIES
(AMENDMENT) ACT, 1983 TO ALLOT EQUITY
SECURITIES (WITHIN THE MEANING OF
SECTION 23 OF THE SAID ACT) FOR CASH,
PURSUANT TO THE AUTHORITY
CONFERRED BY RESOLUTION 8 IN THIS
NOTICE OF AGM, AS IF SECTION 23(1) DID
NOT APPLY TO ANY SUCH ALLOTMENT,
PROVIDED THAT THIS POWER SHALL BE
LIMITED TO: (1) THE ALLOTMENT OF EQUITY
SECURITIES IN CONNECTION WITH A
RIGHTS ISSUE IN FAVOR OF
SHAREHOLDERS WHERE THE EQUITY
SECURITIES ARE OFFERED
PROPORTIONALLY (OR AS NEARLY AS MAY
BE) TO THE RESPECTIVE NUMBERS OF
SHARES HELD BY SUCH SHAREHOLDERS
(BUT SUBJECT TO SUCH EXCLUSIONS OR
OTHER ARRANGEMENTS AS THE
DIRECTORS MAY DEEM NECESSARY OR
EXPEDIENT TO DEAL WITH ISSUES ARISING,
IN RESPECT OF OVERSEAS
SHAREHOLDERS, CONTD | Management | For | For | |
| | CONT | CONTD UNDER THE LAWS OF ANY
TERRITORY OR THE REQUIREMENTS OF
ANY REGULATORY-BODY OR ANY STOCK
EXCHANGE IN ANY TERRITORY, OR IN
CONNECTION WITH FRACTIONAL-
ENTITLEMENTS OR OTHERWISE); (2) THE
ALLOTMENT OF EQUITY SECURITIES | Non-Voting | | | |
| | | PURSUANT-TO ANY OF THE COMPANY’S
SHARE OPTION SCHEMES FOR THE TIME
BEING IN FORCE; AND-(3) THE ALLOTMENT
(OTHERWISE THAN PURSUANT TO SUB-
PARAGRAPHS (1) OR (2)-ABOVE) OF EQUITY
SECURITIES UP TO AN AGGREGATE
NOMINAL VALUE OF FIVE PER CENT-OF THE
AGGREGATE NOMINAL VALUE OF THE
COMPANY’S ISSUED SHARE CAPITAL OF
THE-COMPANY FOR THE TIME BEING; AND
THE POWER SHALL EXPIRE AT THE
CONCLUSION OF-THE NEXT AGM OF THE
COMPANY OR (IF EARLIER) 21 AUGUST 2015,
SAVE THAT THE-COMPANY MAY BEFORE
SUCH EXPIRY MAKE AN OFFER OR
AGREEMENT WHICH WOULD OR-MIGHT
REQUIRE EQUITY SECURITIES TO BE
ALLOTTED AFTER SUCH EXPIRY AND THE-
CONTD | | | | |
| | CONT | CONTD DIRECTORS MAY ALLOT EQUITY
SECURITIES PURSUANT TO SUCH OFFER
OR-AGREEMENT AS IF THE POWER
CONFERRED HEREBY HAD NOT EXPIRED” | Non-Voting | | | |
| | 10 | AS A SPECIAL RESOLUTION: “THAT SUBJECT
TO AND FOR THE PURPOSES OF THE
COMPANIES ACT, 1990, THE COMPANY
AND/OR ANY OF ITS SUBSIDIARIES BE AND
ARE HEREBY GENERALLY AUTHORISED TO
MAKE MARKET PURCHASES AND/OR
OVERSEAS MARKET PURCHASES, AS
DEFINED BY SECTION 212 OF THE
COMPANIES ACT, 1990, OF SHARES OF ANY
CLASS OF THE COMPANY ON SUCH TERMS
AND CONDITIONS AND IN SUCH MANNER AS
THE DIRECTORS MAY FROM TIME TO TIME
DETERMINE, BUT SO THAT: (I) THE MAXIMUM
NUMBER OF SHARES AUTHORISED TO BE
PURCHASED UNDER THIS RESOLUTION
SHALL BE SUCH NUMBER OF SHARES
WHOSE AGGREGATE NOMINAL VALUE
SHALL NOT EXCEED 15 PER CENT OF THE
AGGREGATE NOMINAL VALUE OF THE
PRESENT ISSUED SHARE CAPITAL OF THE
COMPANY; (II) THE MINIMUM PRICE
(EXCLUSIVE OF EXPENSES) WHICH MAY BE
PAID FOR ANY SHARE IS AN AMOUNT EQUAL
TO ITS NOMINAL VALUE; (III) THE MAXIMUM
CONTD | Management | For | For | |
| | CONT | CONTD PRICE (EXCLUSIVE OF EXPENSES)
WHICH MAY BE PAID FOR ANY SHARE SHALL
NOT-EXCEED THE HIGHER OF: (A) THE
PRICE OF THE LAST INDEPENDENT TRADE
AND THE-HIGHEST CURRENT INDEPENDENT
BID ON THE TRADING VENUE WHERE THE
PURCHASE IS-CARRIED OUT, AS
STIPULATED BY ARTICLE 5(1) OF
COMMISSION REGULATION (EC) (NO.-
2273/2003) OF 22 DECEMBER 2003
IMPLEMENTING THE MARKET ABUSE
DIRECTIVE-2003/6/EC AS REGARDS
EXEMPTIONS FOR BUY-BACK PROGRAMMES
AND STABILISATION OF-FINANCIAL
INSTRUMENTS; AND (B) 105% OF THE
AVERAGE OF THE RELEVANT PRICE FOR-
SUCH SHARES OF THE SAME CLASS FOR | Non-Voting | | | |
| | | EACH OF THE FIVE BUSINESS DAYS
IMMEDIATELY-PRECEDING THE DAY OF THE
PURCHASE OF THE SHARES; (IV) FOR THE
PURPOSE OF-SUB-PARAGRAPH (III)(B),
“RELEVANT PRICE” MEANS, IN RESPECT OF
THE PURCHASE OF-SHARES TRADED ON
THE IRISH STOCK EXCHANGE LIMITED (ISE),
THE OFFICIAL CONTD | | | | |
| | CONT | CONTD CLOSING PRICE OF SUCH SHARES
AS PUBLISHED IN THE ISE DAILY OFFICIAL-
LIST, OR IN RESPECT OF THE PURCHASE OF
SHARES TRADED ON THE LONDON STOCK-
EXCHANGE PLC (LSE), THE OFFICIAL
CLOSING PRICE OF SUCH SHARES AS
PUBLISHED IN-THE LSE DAILY OFFICIAL
LIST, OR IF ON ANY BUSINESS DAY THERE
SHALL BE NO-DEALING OF SHARES ON THE
TRADING VENUE WHERE THE PURCHASE IS
CARRIED OUT, THE-RELEVANT PRICE SHALL
BE DETERMINED BY THE SUCH OTHER
METHOD AS THE DIRECTORS-SHALL
DETERMINE, IN THEIR SOLE DISCRETION,
TO BE FAIR AND REASONABLE; AND (V)-THE
AUTHORITY HEREBY CONFERRED SHALL
EXPIRE AT THE CONCLUSION OF THE NEXT
AGM-OF THE COMPANY OR (IF EARLIER) 21
NOVEMBER 2015 UNLESS PREVIOUSLY
VARIED,-REVOKED OR RENEWED BY
SPECIAL RESOLUTION IN ACCORDANCE
WITH THE PROVISIONS OF-SECTION 215 OF
THE COMPANIES ACT, 1990. THE COMPANY
OR ANY SUBSIDIARY CONTD | Non-Voting | | | |
| | CONT | CONTD MAY BEFORE SUCH EXPIRY MAKE A
CONTRACT FOR THE PURCHASE OF
SHARES WHICH-WOULD OR MIGHT BE
WHOLLY OR PARTLY EXECUTED AFTER
SUCH EXPIRY AND MAY MAKE A-PURCHASE
OF SHARES PURSUANT TO ANY SUCH
CONTRACT AS IF THE AUTHORITY HEREBY-
CONFERRED HAD NOT EXPIRED” | Non-Voting | | | |
| | 11 | AS A SPECIAL RESOLUTION: “THAT, FOR
THE PURPOSES OF SECTION 209 OF THE
COMPANIES ACT, 1990, THE RE-ISSUE PRICE
RANGE AT WHICH ANY TREASURY SHARE
(AS DEFINED BY SECTION 209) FOR THE
TIME BEING MAY BE RE-ISSUED OFF-
MARKET SHALL BE AS FOLLOWS: (I) THE
MAXIMUM PRICE (EXCLUSIVE OF
EXPENSES) AT WHICH A TREASURY SHARE
MAY BE RE-ISSUED OFF-MARKET SHALL BE
AN AMOUNT EQUAL TO 120 PER CENT OF
THE APPROPRIATE PRICE; (II) THE MINIMUM
PRICE (EXCLUSIVE OF EXPENSES) AT
WHICH A TREASURY SHARE MAY BE RE-
ISSUED OFF-MARKET SHALL BE THE
NOMINAL VALUE OF THE SHARE WHERE
SUCH A SHARE IS REQUIRED TO SATISFY
AN OBLIGATION UNDER AN EMPLOYEE
SHARE SCHEME (AS DEFINED BY THE
LISTING RULES OF THE IRISH STOCK
EXCHANGE LIMITED) OPERATED BY THE
COMPANY, OR IN ALL OTHER CASES SHALL
BE AN AMOUNT EQUAL TO 95 PER CENT OF
THE APPROPRIATE PRICE (PROVIDED
CONTD | Management | For | For | |
| | CONT | CONTD ALWAYS THAT NO TREASURY
SHARE SHALL BE ISSUED AT A PRICE
LOWER THAN ITS-NOMINAL VALUE); (III) FOR
THE PURPOSES OF SUB-PARAGRAPHS (I)
AND (II), THE-EXPRESSION “APPROPRIATE
PRICE” SHALL MEAN THE AVERAGE OF THE
RELEVANT PRICE-FOR SHARES OF THE
CLASS OF WHICH SUCH TREASURY SHARE
IS TO BE RE-ISSUED FOR-THE FIVE
BUSINESS DAYS BEFORE THE DAY ON
WHICH THE TREASURY SHARE IS-RE-
ISSUED OR IF ON ANY BUSINESS DAY
THERE SHALL BE NO DEALING OF SHARES,
THE-RELEVANT PRICE SHALL BE
DETERMINED BY THE SUCH OTHER
METHOD AS THE DIRECTORS-SHALL
DETERMINE, IN THEIR SOLE DISCRETION,
TO BE FAIR AND REASONABLE; (IV)-FOR THE
PURPOSES OF THIS RESOLUTION
“RELEVANT PRICE” SHALL HAVE THE SAME-
MEANING AS IN RESOLUTION 10; AND (V)
THE AUTHORITY HEREBY CONFERRED
SHALL-EXPIRE AT THE CONCLUSION OF THE
NEXT AGM OF THE COMPANY OR (IF
EARLIER) 21-CONTD | Non-Voting | | | |
| | CONT | CONTD NOVEMBER 2015 UNLESS
PREVIOUSLY VARIED, REVOKED OR
RENEWED. THE COMPANY-OR ANY
SUBSIDIARY MAY BEFORE SUCH EXPIRY
MAKE A CONTRACT FOR THE RE-ISSUE OF-
TREASURY SHARES WHICH WOULD OR
MIGHT BE WHOLLY OR PARTLY EXECUTED
AFTER SUCH-EXPIRY AND MAY MAKE A RE-
ISSUE OF TREASURY SHARES PURSUANT
TO ANY SUCH-CONTRACT AS IF THE
AUTHORITY HEREBY CONFERRED HAD NOT
EXPIRED” | Non-Voting | | | |
| | 12 | AS A SPECIAL RESOLUTION: “THAT, IN
ACCORDANCE WITH THE SHAREHOLDERS’
RIGHTS (DIRECTIVE 2007/36/EC)
REGULATIONS 2009, A GENERAL MEETING
OF THE COMPANY, OTHER THAN AN AGM
OR A GENERAL MEETING FOR THE PASSING
OF A SPECIAL RESOLUTION, MAY BE
CALLED ON 14 CLEAR DAYS’ NOTICE” | Management | For | For | |
| | 13 | AS AN ORDINARY RESOLUTION: “THAT THE
REMUNERATION COMMITTEE OF THE
BOARD BE AND ARE HEREBY AUTHORISED
TO EXTEND PARTICIPATION IN THE IRISH
CONTINENTAL GROUP PLC RESTRICTED
SHARE PLAN (THE PLAN) TO EXECUTIVE
DIRECTORS OF THE COMPANY WITH
EFFECT FROM THE DATE OF THIS
RESOLUTION, SUCH PLAN INCORPORATING
THE PROVISIONS SET OUT IN THE PLAN
SUMMARY ATTACHED AS THE APPENDIX TO
THE CHAIRMAN’S LETTER TO THE
SHAREHOLDERS OF THE COMPANY, (WHICH
SUMMARY WAS ALSO PRODUCED TO THIS
MEETING AND INITIALLED BY THE
SECRETARY FOR THE PURPOSES OF
IDENTIFICATION) AND THAT THE
REMUNERATION COMMITTEE OF THE | Management | For | For | |
| | | BOARD BE AND ARE HEREBY AUTHORISED
TO OPERATE SUCH PLAN AND TO GRANT
AWARDS THEREUNDER AND TO EXECUTE
SUCH DOCUMENTS AND DO ALL ACTS AND
THINGS AS MAY BE NECESSARY OR
DESIRABLE TO GIVE EFFECT TO THIS
RESOLUTION” | | | | |
| | IRISH CONTINENTAL GROUP PLC |
| | Security | | G49406146 | | | | Meeting Type | ExtraOrdinary General Meeting |
| | Ticker Symbol | | IR5A | | | | Meeting Date | 22-May-2014 |
| | ISIN | | IE0033336516 | | | | Agenda | 705275394 - Management |
| | Item | Proposal | Type | Vote | For/Against
Management | |
| | 1 | SUB-DIVISION OF ICG UNITS | Management | For | For | |
| | TOTAL PRODUCE PLC, DUNDALK |
| | Security | | G8983Q109 | | | | Meeting Type | Annual General Meeting |
| | Ticker Symbol | | TOT | | | | Meeting Date | 23-May-2014 |
| | ISIN | | IE00B1HDWM43 | | | | Agenda | 705155631 - Management |
| | Item | Proposal | Type | Vote | For/Against
Management | |
| | 1 | TO RECEIVE AND CONSIDER THE
STATEMENTS OF ACCOUNT FOR THE YEAR
ENDED 31 DECEMBER 2013 AND THE
REPORTS OF THE DIRECTORS AND
AUDITOR THEREON | Management | For | For | |
| | 2 | TO CONFIRM THE INTERIM DIVIDEND AND
DECLARE A FINAL DIVIDEND | Management | For | For | |
| | 3.A | TO RE-ELECT CARL MCCANN | Management | For | For | |
| | 3.B | TO RE-ELECT FRANK GERNON | Management | For | For | |
| | 4 | TO AUTHORISE THE DIRECTORS TO FIX THE
AUDITOR’S REMUNERATION | Management | For | For | |
| | 5 | TO EMPOWER THE DIRECTORS TO ALLOT
RELEVANT SECURITIES | Management | For | For | |
| | 6 | TO DISAPPLY THE STATUTORY PRE-
EMPTION RIGHTS IN CERTAIN
CIRCUMSTANCES | Management | For | For | |
| | 7 | TO AUTHORISE THE COMPANY TO MAKE
MARKET PURCHASES OF ITS OWN SHARES | Management | For | For | |
| | 8 | TO AUTHORISE THE RE-ISSUE PRICE RANGE
OF TREASURY SHARES | Management | For | For | |
| | KENMARE RESOURCES PLC |
| | Security | | G52332106 | | | | Meeting Type | Annual General Meeting |
| | Ticker Symbol | | KMR | | | | Meeting Date | 28-May-2014 |
| | ISIN | | IE0004879486 | | | | Agenda | 705249919 - Management |
| | Item | Proposal | Type | Vote | For/Against
Management | |
| | 1 | TO CONSIDER THE DIRECTORS’ REPORT,
THE FINANCIAL STATEMENTS AND THE
INDEPENDENT AUDITORS’ REPORT
THEREON FOR THE YEAR ENDED 31
DECEMBER 2013 | Management | For | For | |
| | 2 | TO CONSIDER THE DIRECTORS’
REMUNERATION REPORT (OTHER THAN THE
DIRECTORS’ REMUNERATION POLICY
REPORT) AS SET OUT ON PAGES 45 TO 60
OF THE ANNUAL REPORT FOR THE YEAR
ENDED 31 DECEMBER 2013 | Management | For | For | |
| | 3 | TO CONSIDER THE DIRECTORS’
REMUNERATION POLICY REPORT AS SET
OUT ON PAGES 46 TO 55 OF THE ANNUAL
REPORT FOR THE YEAR ENDED 31
DECEMBER 2013 | Management | For | For | |
| | 4.A | TO RE-ELECT THE FOLLOWING DIRECTOR:
MS. S. BIANCHI | Management | For | For | |
| | 4.B | TO RE-ELECT THE FOLLOWING DIRECTOR:
MR. M. CARVILL | Management | For | For | |
| | 4.C | TO RE-ELECT THE FOLLOWING DIRECTOR:
MR. T. FITZPATRICK | Management | For | For | |
| | 4.D | TO RE-ELECT THE FOLLOWING DIRECTOR:
MS. E. HEADON | Management | For | For | |
| | 4.E | TO RE-ELECT THE FOLLOWING DIRECTOR:
MR. J. LOASBY | Management | For | For | |
| | 4.F | TO RE-ELECT THE FOLLOWING DIRECTOR:
MR. A. LOWRIE | Management | For | For | |
| | 4.G | TO RE-ELECT THE FOLLOWING DIRECTOR:
MR. T. MCCLUSKEY | Management | For | For | |
| | 4.H | TO RE-ELECT THE FOLLOWING DIRECTOR:
MR. S. MCTIERNAN | Management | For | For | |
| | 4.I | TO RE-ELECT THE FOLLOWING DIRECTOR:
MR. G. SMITH | Management | For | For | |
| | 5 | TO AUTHORISE THE DIRECTORS TO FIX THE
REMUNERATION OF THE AUDITORS | Management | For | For | |
| | 6 | THAT, FOR THE PURPOSE OF ARTICLE 50(A)
OF THE ARTICLES OF ASSOCIATION OF THE
COMPANY, THE DIRECTORS BE AND ARE
HEREBY GENERALLY AND
UNCONDITIONALLY AUTHORISED TO CALL A
GENERAL MEETING, OTHER THAN AN
ANNUAL GENERAL MEETING OR A MEETING
FOR THE PASSING OF A SPECIAL
RESOLUTION, ON NOT LESS THAN 14 DAYS’
NOTICE. THE AUTHORITY HEREBY
CONFERRED SHALL EXPIRE AT THE
CONCLUSION OF THE NEXT ANNUAL
GENERAL MEETING OF THE COMPANY
AFTER THE DATE OF THE PASSING OF THIS
RESOLUTION UNLESS PREVIOUSLY
RENEWED, VARIED OR REVOKED BY THE
COMPANY IN GENERAL MEETING | Management | For | For | |
| | 7 | THAT (A) THE RULES OF THE KENMARE
INCENTIVE PLAN 2014 (THE “KIP”), A COPY
OF WHICH WILL BE AVAILABLE FOR
INSPECTION IMMEDIATELY PRIOR TO THE
ANNUAL GENERAL MEETING AND THE KEY
TERMS OF WHICH ARE SUMMARISED IN THE
EXPLANATORY NOTES AND APPENDIX A TO
THE CIRCULAR OF WHICH THIS NOTICE
FORMS PART BE APPROVED AND ADOPTED
AND THAT THE DIRECTORS OF THE
COMPANY BE AUTHORISED TO DO ALL
SUCH THINGS IN ACCORDANCE WITH
APPLICABLE LAW AS MAY BE NECESSARY
OR DESIRABLE TO CARRY THE KIP INTO
EFFECT INCLUDING, IF CONSIDERED
NECESSARY OR DESIRABLE, BY THE
ESTABLISHMENT OF A DISCRETIONARY
EMPLOYEE BENEFIT TRUST TO BE USED IN
CONJUNCTION WITH THE KIP; AND (B) THE
DIRECTORS OF THE COMPANY BE ALSO
AUTHORISED TO ADOPT FURTHER
SCHEMES BASED ON THE KIP BUT
MODIFIED TO TAKE ACCOUNT OF LOCAL
TAX, EXCHANGE CONTROL OR SECURITIES
LAW IN OVERSEAS CONTD | Management | For | For | |
| | CONT | CONTD TERRITORIES, PROVIDED THAT ANY
SHARES MADE AVAILABLE UNDER SUCH
FURTHER-SCHEMES ARE TREATED AS
COUNTING AGAINST ANY LIMITS ON
INDIVIDUAL OR OVERALL-PARTICIPATION IN
THE KIP | Non-Voting | | | |
| | 8 | THAT THE GRANTING OF INITIAL KIP
AWARDS (AS DESCRIBED IN THE
EXPLANATORY NOTES AND APPENDIX A TO
THE CIRCULAR OF WHICH THIS NOTICE
FORMS PART) TO THE CURRENT EXECUTIVE
DIRECTORS UNDER THE KIP BE APPROVED
AND THE DIRECTORS OF THE COMPANY BE
AUTHORISED TO DO ALL SUCH THINGS IN
ACCORDANCE WITH APPLICABLE LAW AS
MAY BE NECESSARY OR DESIRABLE TO
MAKE SUCH AWARDS | Management | For | For | |
| | 9 | THAT THE AUTHORISED ORDINARY SHARE
CAPITAL OF THE COMPANY BE AND IS
HEREBY INCREASED FROM EUR 180,000,000
TO EUR 240,000,000 BY THE CREATION OF
1,000,000,000 NEW ORDINARY SHARES OF
EUR 0.06 EACH, SUCH NEW ORDINARY
SHARES RANKING PARI PASSU IN ALL
RESPECTS WITH THE EXISTING
AUTHORISED AND ISSUED ORDINARY
SHARES OF EUR 0.06 EACH IN THE CAPITAL
OF THE COMPANY | Management | For | For | |
| | 10 | THAT, IN SUBSTITUTION FOR ALL EXISTING
AUTHORITIES OF THE DIRECTORS
PURSUANT TO SECTION 20 OF THE
COMPANIES (AMENDMENT) ACT 1983, AND
SUBJECT TO AND CONTINGENT UPON THE
PASSING OF RESOLUTION 9 ABOVE, THE
DIRECTORS BE AND ARE HEREBY
GENERALLY AND UNCONDITIONALLY
AUTHORISED PURSUANT TO SECTION 20 OF
THE COMPANIES (AMENDMENT) ACT 1983
TO EXERCISE ALL POWERS OF THE | Management | For | For | |
| | | COMPANY TO ALLOT RELEVANT
SECURITIES (WITHIN THE MEANING OF
SECTION 20 OF THE COMPANIES
(AMENDMENT) ACT 1983) UP TO AN
AGGREGATE NOMINAL AMOUNT EQUAL TO
EUR 55,639,000. THE AUTHORITY HEREBY
CONFERRED SHALL EXPIRE AT THE
CONCLUSION OF THE NEXT ANNUAL
GENERAL MEETING, OR, IF EARLIER, 28
AUGUST 2015 PROVIDED THAT THE
COMPANY MAY BEFORE SUCH EXPIRY
MAKE AN OFFER OR AGREEMENT WHICH
WOULD OR MIGHT REQUIRE RELEVANT
SECURITIES TO BE ALLOTTED AFTER SUCH
EXPIRY AND THE CONTD | | | | |
| | CONT | CONTD DIRECTORS MAY ALLOT RELEVANT
SECURITIES IN PURSUANCE OF SUCH
OFFER OR-AGREEMENT NOTWITHSTANDING
THAT THE AUTHORITY HEREBY CONFERRED
HAS EXPIRED | Non-Voting | | | |
| | 11 | THAT, IN SUBSTITUTION FOR ALL EXISTING
AUTHORITIES OF THE DIRECTORS
PURSUANT TO SECTION 24 OF THE
COMPANIES (AMENDMENT) ACT 1983, AND
SUBJECT TO THE PASSING OF RESOLUTION
10 ABOVE, THE DIRECTORS BE AND THEY
ARE HEREBY EMPOWERED PURSUANT TO
SECTION 24 OF THE COMPANIES
(AMENDMENT) ACT, 1983 TO ALLOT EQUITY
SECURITIES (AS DEFINED BY SECTION 23
OF THE COMPANIES (AMENDMENT) ACT,
1983) FOR CASH PURSUANT TO THE
AUTHORITY CONFERRED BY RESOLUTION
10 ABOVE AS IF SUB-SECTION (1) OF THE
SAID SECTION 23 DID NOT APPLY TO ANY
SUCH ALLOTMENT PROVIDED THAT THIS
POWER SHALL BE LIMITED TO THE
ALLOTMENT OF EQUITY SECURITIES:- (A) IN
CONNECTION WITH ANY OFFER OF
SECURITIES OPEN FOR ANY PERIOD FIXED
BY THE DIRECTORS BY WAY OF RIGHTS
ISSUE, OPEN OFFER OR OTHER INVITATION
TO OR IN FAVOUR OF, HOLDERS OF
ORDINARY SHARES AND/OR ANY PERSONS
HAVING CONTD | Management | For | For | |
| | CONT | CONTD A RIGHT TO SUBSCRIBE FOR OR
CONVERT SECURITIES INTO ORDINARY
SHARES IN-THE CAPITAL OF THE COMPANY
(INCLUDING, WITHOUT LIMITATION, ANY
HOLDERS OF-OPTIONS UNDER ANY OF THE
COMPANY’S SHARE OPTION SCHEMES FOR
THE TIME BEING-AND ANY HOLDERS OF
WARRANTS) AND SUBJECT TO SUCH
EXCLUSIONS OR ARRANGEMENTS-AS THE
DIRECTORS MAY DEEM NECESSARY OR
EXPEDIENT TO DEAL WITH FRACTIONAL-
ENTITLEMENTS OR LEGAL, REGULATORY
OR PRACTICAL PROBLEMS UNDER THE
LAWS OF, OR-THE REQUIREMENTS OF ANY
RECOGNISED BODY OR STOCK EXCHANGE
IN, ANY TERRITORY;-AND (B) (IN ADDITION
TO THE AUTHORITY CONFERRED BY | Non-Voting | | | |
| | | PARAGRAPH (A) OF THIS-RESOLUTION), UP
TO A MAXIMUM AGGREGATE NOMINAL
VALUE EQUAL TO THE NOMINAL-VALUE OF
5% OF THE ISSUED ORDINARY SHARE
CAPITAL AS AT THE CLOSE OF BUSINESS-
ON THE DATE OF PASSING OF THIS
RESOLUTION. CONTD | | | | |
| | CONT | CONTD THE POWER HEREBY CONFERRED
SHALL EXPIRE ON THE DATE OF THE NEXT
ANNUAL-GENERAL MEETING OF THE
COMPANY AFTER THE PASSING OF THIS
RESOLUTION OR, IT-EARLIER. 28 AUGUST
2015 SAVE THAT THE COMPANY MAY
BEFORE SUCH EXPIRY MAKE AN-OFFER OR
AGREEMENT WHICH WOULD OR MIGHT
REQUIRE EQUITY SECURITIES TO BE-
ALLOTTED AFTER SUCH EXPIRY AND THE
DIRECTORS MAY ALLOT EQUITY
SECURITIES IN-PURSUANCE OF SUCH
OFFER OR AGREEMENT AS IF THE POWER
CONFERRED HEREBY HAD NOT-EXPIRED | Non-Voting | | | |
| | COMPAGNIE DE SAINT-GOBAIN SA, COURBEVOIE |
| | Security | | F80343100 | | | | Meeting Type | MIX |
| | Ticker Symbol | | SGO | | | | Meeting Date | 05-Jun-2014 |
| | ISIN | | FR0000125007 | | | | Agenda | 705087143 - Management |
| | Item | Proposal | Type | Vote | For/Against
Management | |
| | CMMT | PLEASE NOTE IN THE FRENCH MARKET
THAT THE ONLY VALID VOTE OPTIONS ARE
“FOR”-AND “AGAINST” A VOTE OF “ABSTAIN”
WILL BE TREATED AS AN “AGAINST” VOTE. | Non-Voting | | | |
| | CMMT | THE FOLLOWING APPLIES TO
SHAREHOLDERS THAT DO NOT HOLD
SHARES DIRECTLY WITH A-FRENCH
CUSTODIAN: PROXY CARDS: VOTING
INSTRUCTIONS WILL BE FORWARDED TO
THE-GLOBAL CUSTODIANS ON THE VOTE
DEADLINE DATE. IN CAPACITY AS
REGISTERED-INTERMEDIARY, THE GLOBAL
CUSTODIANS WILL SIGN THE PROXY CARDS
AND FORWARD-THEM TO THE LOCAL
CUSTODIAN. IF YOU REQUEST MORE
INFORMATION, PLEASE CONTACT-YOUR
CLIENT REPRESENTATIVE. | Non-Voting | | | |
| | CMMT | 28 APR 2014: PLEASE NOTE THAT
IMPORTANT ADDITIONAL MEETING
INFORMATION IS AVAI-LABLE BY CLICKING
ON THE MATERIAL URL LINK:-
https://balo.journal-
officiel.gouv.fr/pdf/2014/0328/2014032814008-
49.pdf. PLEASE NOTE THAT THIS IS A
REVISION DUE TO RECEIPT OF ADDITIONAL
URL:-http://www.journal-
officiel.gouv.fr//pdf/2014/0428/201404281401398
.pdf. IF YOU-HAVE ALREADY SENT IN YOUR
VOTES, PLEASE DO NOT VOTE AGAIN
UNLESS YOU DECIDE T-O AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU | Non-Voting | | | |
| | O.1 | Approval of the annual corporate financial
statements for the 2013 financial year | Management | For | For | |
| | O.2 | Approval of the consolidated financial statements
for the 2013 financial year | Management | For | For | |
| | O.3 | Allocation of income and setting the dividend of
EUR 1.24 per share | Management | For | For | |
| | O.4 | Option for payment of a part of 50% of the
dividend in shares | Management | For | For | |
| | O.5 | Renewal of term of Mr. Pierre-Andre de
Chalendar as Board member | Management | For | For | |
| | O.6 | Approval of the commitments made in favor of
Mr. Pierre-Andre de Chalendar regarding
allowances and benefits that may be due in
certain cases of termination of his duties as CEO | Management | For | For | |
| | O.7 | Approval of the retirement commitments made in
favor of Pierre-Andre de Chalendar | Management | For | For | |
| | O.8 | Approval to keep the services provided under the
Group contingency and healthcare contracts for
employees of Compagnie de Saint-Gobain in
favor of Mr. Pierre-Andre de Chalendar as non-
salaried corporate officer | Management | For | For | |
| | O.9 | Advisory review of the compensation owed or
paid to Mr. Pierre-Andre de Chalendar during the
2013 financial year | Management | For | For | |
| | O.10 | Review of the annual amount of attendance
allowances | Management | For | For | |
| | O.11 | Authorization to the Board of Directors to
purchase shares of the Company | Management | For | For | |
| | E.12 | Amendment to Article 9 of the bylaws regarding
the appointment of directors representing
employees within the Board of Directors of
Compagnie de Saint-Gobain | Management | For | For | |
| | E.13 | Renewing the authorization to the Board of
Directors to grant performance share subscription
or purchase options up to 1% of share capital
with a sub-ceiling of 10 % of this limit for the
executive corporate officers of Compagnie de
Saint-Gobain, this 1% limit and 10% sub-limit are
common to this resolution and the fourteenth
resolution | Management | For | For | |
| | E.14 | Renewing the authorization to the Board of
Directors to allocate free existing performance
shares up to 0.8% of share capital with a sub-
ceiling of 10 % of this limit for executive corporate
officers of Compagnie de Saint-Gobain, this 0.8%
limit and the 10% sub-limit being deducted on
those set under the thirteenth resolution which
establishes a common limit for both resolutions | Management | For | For | |
| | E.15 | Powers to implement the decisions of the
General Meeting and to carry out all legal
formalities | Management | For | For | |
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Registrant | | The New Ireland Fund, Inc. | |
| By (Signature and Title)* | | /s/ Sean Hawkshaw | |
| | | Sean Hawkshaw, President | |
| | | (principal executive officer) | |
*Print the name and title of each signing officer under his or her signature.
