Glanbia : Text of Resolutions

AS ORDINARY BUSINESS:

1. To review the Company's affairs and receive and consider the Financial Statements for the year ended 30 December 2023 together with the reports of the Directors and the Auditor thereon. (Resolution 1)
2. To declare a final dividend of 21.21 € cent per share on the ordinary shares for the year ended 30 December 2023. (Resolution 2)
3. By separate resolutions, to elect or re-elect (as appropriate) the following Directors who, in accordance with the provisions of the UK Corporate Governance Code, retire and, being eligible, offer themselves for election or re-election (as appropriate): (Resolution 3)

Donard Gaynor	Resolution 3 (a)
Hugh McGuire	Resolution 3 (b)
Mark Garvey	Resolution 3 (c)
Róisín Brennan	Resolution 3 (d)
Paul Duffy	Resolution 3 (e)
Ilona Haaijer	Resolution 3 (f)
Brendan Hayes	Resolution 3 (g)
Jane Lodge	Resolution 3 (h)
John G Murphy	Resolution 3 (i)
Patrick Murphy	Resolution 3	(j)
Dan O'Connor	Resolution 3	(k)
Gabriella Parisse	Resolution 3	(l)
Kimberly Underhill	Resolution 3	(m)

1. To authorise the Directors to fix the remuneration of the Auditor for the 2024 financial year. (Resolution 4)
2. To receive and consider the Directors' Remuneration Report (excluding the part containing the 2024-2026 Directors' Remuneration Policy) for the year ended 30 December 2023 which is set out on pages 126 to 149 of the Annual Report. (Resolution 5)
3. To receive and consider the proposed 2024-2026 Directors' Remuneration Policy which is set out on pages 130 to 136 of the Annual Report. (Resolution 6)
4. To consider and, if thought fit, pass the following resolution as a special resolution: "That it is hereby resolved that the provision in Article 54(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." (Resolution 7)

AS SPECIAL BUSINESS:

1. To consider and, if thought fit, pass the following resolution as an ordinary resolution:
   "That the Directors of the Company 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 1021 of the Companies Act 2014) up to €5,106,522.72, being an amount equal to the aggregate nominal value of the authorised but as yet unissued ordinary share capital of the Company on the Disclosure Date. The power hereby conferred shall expire at close of business on the earlier of the next Annual General Meeting of the Company to be held in the year 2025 or 31 July 2025 unless and to
   the extent that such power is renewed, revoked or extended prior to such date, save the Company may make before such expiry an offer or agreement which would or might require relevant securities to be allotted after such expiry, and the Directors may allot relevant securities in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired." (Resolution 8)
2. To consider and, if thought fit, pass the following resolution as a special resolution:
   "That subject to the passing of Resolution 8 in the Notice of this Meeting, the Directors of the Company are hereby empowered, pursuant to Section 1022 of the Companies Act 2014, to allot equity securities (as defined by Section 1023 of that Act) for cash pursuant to the authority conferred by the ordinary resolution of the Company passed as Resolution 8 in the Notice of this Meeting as if Section 1022 of that Act did not apply to any such allotment, provided that this power shall be limited to:
3. 1. the allotment of equity securities in connection with any rights issue or other pre-emptive issue in favour of ordinary Shareholders (other than those holders with registered addresses outside the State to whom an offer would, in the opinion of the Directors, be impractical or unlawful in any jurisdiction) on the register of members at such record date as the Directors may determine where the equity securities respectively attributable
      to the interests of such ordinary Shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by

them and subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with regulatory requirements, legal or practical problems in respect of overseas Shareholders, fractional elements or otherwise; and

1. the allotment of equity securities for cash (otherwise than under paragraph (a) above) together with all treasury shares (as contemplated in Section 1078 of the Companies Act 2014) re-issued while this authority remains operable shall not exceed an aggregate nominal value of €1,589,347.68, being approximately 10% of the aggregate nominal value of the issued ordinary share capital of the Company as at 6 March 2024;

Provided that:

1. the power hereby conferred shall expire at the close of business on the earlier of the date on which the Annual General Meeting of the Company is held in the year 2025 or 31 July 2025 unless and to the extent that such authority is renewed, revoked or extended prior to such date;
2. 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 notwithstanding that the power hereby conferred has expired; and
3. any power conferred on the Directors to allot equity securities in accordance with Section 1022 of that Act which is in force immediately before this resolution is passed or deemed to be passed is hereby revoked." (Resolution 9)

10. To consider and, if thought fit, pass the following resolution as a special resolution:

"That subject to the passing of Resolution 8 in the Notice of this Meeting, the Directors of the Company be and are hereby authorised to allot equity securities (as defined in the Companies Act 2014) for cash under the authority given by that resolution as if Section 1022 of the Companies Act 2014 did not apply to any such allotment, provided that this authority shall be limited:

1. to circumstances where the proceeds of any such allotment are to be used only for the purposes of financing (or re-financing, if the authority is to be used within twelve months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the

Statement of Principles on Dis-applyingPre-emption Rights most recently published by the Pre-Emption Group prior to the date of the Notice of this Meeting; and

1. so that the sum of the nominal value of all allotments made pursuant to this authority and all treasury shares (as contemplated in Section 1078 of the Companies Act 2014) reissued while this authority remains operable shall not exceed an aggregate nominal amount of €1,589,347.68, being approximately 10% of the aggregate nominal value of the issued ordinary share capital of the Company as at 6 March 2024.

This authority shall expire at the end of the next Annual General Meeting of the Company to be held in the year 2025 or, if earlier, at the close of business on 31 July 2025 but in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted after the authority expires and the Board may allot equity securities under any such offer or agreement as if the authority had not expired." (Resolution 10)

11. To consider and, if thought fit, pass the following resolution as a special resolution:

"That the Company and/or any of its subsidiaries (as defined by Section 1072 of the Companies Act 2014) be and are hereby generally authorised to purchase on a securities market (as defined in Section 1072 of the Companies Act 2014) shares of any class in the Company (the "Company Shares") on such terms and conditions and in such manner as the Directors may from time to time determine but subject, however, to the provisions of the Companies Act 2014 and to the following restrictions and provisions:

1. the maximum number of Company Shares authorised to be acquired pursuant to the terms of this resolution shall be such number of Company Shares whose aggregate nominal value shall equal €1,589,347.68, being an amount equal to approximately 10% of the aggregate nominal value of the issued ordinary share capital of the Company as at 6 March 2024;
2. the minimum price, which may be paid for any Company Share, shall be the nominal value of the Share;
3. the maximum price (excluding expenses) which may be paid for any Company Share (a "Relevant Share") shall be the higher of:
4. 1. the higher of 5% above the average of the closing prices of a Relevant Share taken from

the Euronext Dublin Daily Official List in Dublin and the average of the closing prices of the shares taken from the Official List of the London Stock Exchange for the five business days prior to the day the purchase is made; and

1. the amount stipulated by Article 3 (2) of Commission Delegated Regulation (EU) 2016/1052 and any corresponding provision of any replacement legislation, being the value of a Relevant Share calculated on the basis of the higher of the price quoted for:
2. 1. the last independent trade of; and
   2. the highest current independent bid or offer for,

any number of Relevant Shares on the trading venue where the purchase pursuant to the authority conferred by this resolution will be carried out.

The authority hereby conferred shall expire at the close of business on the earlier of the date on which the next Annual General Meeting of the Company is held in the year 2025 or 31 July 2025, unless and to the extent that such authority is previously varied, revoked or renewed in accordance with the provisions of Section 1074 of the Companies Act 2014. The Company or any such subsidiary may enter before such expiry into a contract for the purchase of Shares which would or might

be wholly or partly executed after such expiry and may complete any such contract as if the authority conferred hereby had not expired." (Resolution 11)

12. To consider and, if thought fit, pass the following resolution as a special resolution:

"That for the purposes of Section 1078 of the Companies Act 2014 the re-issue price range at which any treasury shares (as defined by the said Section 106 of the Companies Act 2014) for the time being held by the Company may be re-issuedoff-market shall be as follows:

1. the maximum price at which a treasury share may be re-issuedoff-market shall be an amount equal to 120% of the Appropriate Price (defined below); and
2. the minimum price at which a treasury share may be re-issuedoff-market shall be an amount equal to 95% of the Appropriate Price.

For the purposes of this resolution the expression "Appropriate Price" shall mean the average of the five amounts resulting from determining whichever of the

following ((a), (b) or (c) specified below) in relation to shares of the class of which such treasury shares to be re-issued shall be appropriate in respect of each of the five business days immediately preceding the day on which the treasury share is re-issued, as determined from information published by or under the authority of Euronext Dublin reporting the business done on each of these five business days:

1. if there shall be more than one dealing reported for the day, the average of the prices at which such dealings took place; or
2. if there shall be only one dealing reported for the day, the price at which such dealing took place; or
3. if there shall not be any dealing reported for the day, the average of the high and low market guide prices for the day;

and if there shall be only a high (but not a low) or a low (but not a high) market guide price reported, or if there shall not be any market guide price reported, for any particular day, then that day shall not count as one of the said five business days for the purposes of determining the Appropriate Price. If the means of providing the foregoing information as to dealings and prices by reference to which the Appropriate Price shall be determined is altered or is replaced by some other means, then the Appropriate Price shall be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on Euronext Dublin or its equivalent.

The authority hereby conferred shall expire at the close of business on the earlier of the date on which the next Annual General Meeting of the Company is held in the year 2025 or 31 July 2025 unless and to the extent that such authority is previously varied or renewed in accordance with the provisions of Section 1078 of the Companies Act 2014." (Resolution 12)