24 Feb 2021:The Board of Glanbia Co-operative Society (“Glanbia Co-op”, “the Society”) today announces that it has taken a strategic decision to reduce the Society’s representation on the board of Glanbia plc in order to facilitate the appointment of additional diverse, independent Non-Executive Directors to that board.

Commenting, John Murphy, Chairman of Glanbia Co-op said, “Our 31.9% shareholding in Glanbia plc is the Society’s largest and most valuable asset and income stream and its continued growth and success benefits our Members. Glanbia plc’s activities are increasingly global across two key platforms of branded consumer nutritional products and specialist nutritional ingredients. We believe Glanbia plc will benefit from additional non-executive directors who will bring greater diversity to the Glanbia plcboard’s composition as well as additional international, FMCG, sectoral and specialist skills to complement the Glanbia plc board.” 
As result of this decision,the Society will progressively reduce its number of Directors on the Glanbia plc board from seven currently to three by June 2023 and theoverall Glanbia plcboard size will reduce from 15 currently to 13. The Chairman and two Vice-Chairmen of Glanbia Co-op will be the nominees to the Glanbia plc board at that point. The Society was already due to reduce its number of directorson the Glanbia plcboard to six by June 2022 under a prior agreement.
While the nomination and governance committee of the Glanbia plc board will run the process to select and appoint the three new diverse independent directors in place of the Society’s nominees, the Society’s officerson the Glanbia plc board will be invited to participate in the selection process for these roles. 
Concluding, Mr Murphy added, “Glanbia Co-op is deeply committed to Glanbia plc and its continuing Directors will work hard to ensure its success. Our decision today is hugely important in terms of promoting board diversity. It is strategic and forward looking, recognising the fact that in an increasingly global, digital and innovation-disrupted world, the enhancement of the experience and skills around the board table is paramount.” 

Summary of changes
The Society’s representation on the Glanbia plc board is set by a contract (the “Relationship Agreement”) dated 2 July 2017 entered into by Glanbia plc and the Society as required in compliance with Listing Rule 6.1.7(2) of Euronext Dublin and Listing Rule 9.2.2AD of theUnited Kingdom Listing Authority (UKLA). The Society and Glanbia plc plan to formally amend the Relationship Agreement to reflect these changes. The Society and Glanbia plc have further agreed that these changes will remain applicable for a period of five years and will be reviewed thereafter by both parties.

For the duration of the Relationship Agreement it is agreed that the Glanbia plc board of directors will be constituted as follows:


 
At all times there will be two executive directors on the Glanbia plc board;


 
In 2021, the number of nominee directors from the Society will reduce to six and the number of independent Non-Executive Directors will increase from six to seven;


 
In 2022, the number of nominee directors from the Society will reduce to five and the number of independent Non-Executive Directors remains at seven;and


 
In 2023, the number of nominee directors from the Society will reduce to three and the number of independent Non-Executive Directors increases from seven to eight.


For further information contact:
Glanbia Co-operative Society Limited +353 56 777 2200  

 Martha Kavanagh, Head of Corporate Communications:  +353 87 646 2006