AGM/SGM
December 16th, 2024
Kerry Co-Operative Creameries
AGM/SGM
AGM/SGM
Special General Meeting of Kerry Co-Operative Creameries – INEC Arena, Killarney | December 16th, 2024
On December 16th, 2024, members of Kerry Co-Operative Creameries convened at the INEC Arena in Killarney for a Special General Meeting (SGM) that marked a pivotal moment in the organisation’s ongoing evolution. With a strong turnout reflecting the significance of the agenda, the meeting underscored both the co-op’s heritage and its strategic direction for the future.
The central focus of the SGM was the consideration of key structural and financial proposals designed to reshape the relationship between the co-operative and Kerry Group plc. Members were presented with detailed briefings outlining the rationale behind the proposals, including the potential to unlock shareholder value and enhance liquidity options for members by having a share for share exchange, whereby 85% of the Kerry Co-op shares would be converted into Kerry Group Plc shares and given back to the individual shareholder, and position the co-op for long-term sustainability in an increasingly competitive global dairy and agri-food sector by acquiring the 70% majority shareholding in the Kerry Dairy Ireland business.
Chairperson James Tangney addressed the meeting by welcoming members who had turned up for the meeting. He introduced the top table to the meeting that consisted of the following:
• Secretary of Kerry Co-op Lorraine Mulvihill
• Vice chair of Kerry Co-op Conor Creedon,
• Jim Woulfe strategic advisor to the board of Kerry Co-op,
• Simon McAllister Financial advisor to the board from EY,
• Ronan MacNioclais tax advisor to the board from PWC,
• Alan Fuller legal advisor to the board from McCann Fitzgerald and
• TJ Flanagan CEO of ICOS.
An abbreviated version of the formal notice of the SGM was read to the meeting by the secretary. Brief presentations were then given by all advisors at the SGM. The board had ran a series of 14 public shareholder meetings in the weeks leading up to the SGM across Kerry, Cork, Limerick and Clare as well as meeting and briefing their advisory committee members separately. A question-and-answer session followed the presentations, with members engaging actively on the day. This exchange reflected both the complexity of the proposals and the deep level of member interest and scrutiny.
The voting process, conducted in accordance with co-operative rules, was the culmination of the meeting. The voting was conducted by ICOS and overseen by Deloitte, auditors for Kerry Co-op with 4 volunteer members from the auditorium asked to observe the count. Those members were Michael Ahern, Victor Gardiner, Tom Galvin and Tom Lawlor.
“2376 votes were cast on the day in just under 40 minutes. The outcome represented a decisive moment, signalling member sentiment on the proposed direction and providing a mandate for the board’s next steps with 1955 votes cast in favour of the resolutions presented, 417 voting against and 4 spoiled votes. This gave the board of Kerry Co-op a resounding majority of 82.42% present and voting giving their seal of approval on what was presented to them. Beyond the formal proceedings, the SGM also served as a reminder of the enduring strength of the Kerry co-operative model—rooted in community, collective decision-making, and a shared commitment to agricultural excellence.
As the organisation moves forward, the decisions taken at the INEC Arena will likely have lasting implications for members, the wider Kerry agri-food sector, and the co-operative movement in Ireland. In summary, the Special General Meeting of December 16th, 2024 stands as a landmark event—one that balanced respect for tradition with a clear-eyed view of future opportunity.
Notice of SGM
The central focus of the SGM was the consideration of key structural and financial proposals designed to reshape the relationship between the co-operative and Kerry Group plc. Members were presented with detailed briefings outlining the rationale behind the proposals, including the potential to unlock shareholder value and enhance liquidity options for members by having a share for share exchange, whereby 85% of the Kerry Co-op shares would be converted into Kerry Group Plc shares and given back to the individual shareholder, and position the co-op for long-term sustainability in an increasingly competitive global dairy and agri-food sector by acquiring the 70% majority shareholding in the Kerry Dairy Ireland business.
Chairperson James Tangney addressed the meeting by welcoming members who had turned up for the meeting. He introduced the top table to the meeting that consisted of the following:
• Secretary of Kerry Co-op Lorraine Mulvihill
• Vice chair of Kerry Co-op Conor Creedon,
• Jim Woulfe strategic advisor to the board of Kerry Co-op,
• Simon McAllister Financial advisor to the board from EY,
• Ronan MacNioclais tax advisor to the board from PWC,
• Alan Fuller legal advisor to the board from McCann Fitzgerald and
• TJ Flanagan CEO of ICOS.
An abbreviated version of the formal notice of the SGM was read to the meeting by the secretary. Brief presentations were then given by all advisors at the SGM. The board had ran a series of 14 public shareholder meetings in the weeks leading up to the SGM across Kerry, Cork, Limerick and Clare as well as meeting and briefing their advisory committee members separately. A question-and-answer session followed the presentations, with members engaging actively on the day. This exchange reflected both the complexity of the proposals and the deep level of member interest and scrutiny.
The voting process, conducted in accordance with co-operative rules, was the culmination of the meeting. The voting was conducted by ICOS and overseen by Deloitte, auditors for Kerry Co-op with 4 volunteer members from the auditorium asked to observe the count. Those members were Michael Ahern, Victor Gardiner, Tom Galvin and Tom Lawlor.
“2376 votes were cast on the day in just under 40 minutes. The outcome represented a decisive moment, signalling member sentiment on the proposed direction and providing a mandate for the board’s next steps with 1955 votes cast in favour of the resolutions presented, 417 voting against and 4 spoiled votes. This gave the board of Kerry Co-op a resounding majority of 82.42% present and voting giving their seal of approval on what was presented to them. Beyond the formal proceedings, the SGM also served as a reminder of the enduring strength of the Kerry co-operative model—rooted in community, collective decision-making, and a shared commitment to agricultural excellence.
As the organisation moves forward, the decisions taken at the INEC Arena will likely have lasting implications for members, the wider Kerry agri-food sector, and the co-operative movement in Ireland. In summary, the Special General Meeting of December 16th, 2024 stands as a landmark event—one that balanced respect for tradition with a clear-eyed view of future opportunity.
Notice of SGM
