Result of Extraordinary General Meeting
Summary by AI BETAClose X
11 December 2025
DCC plc
Result of Extraordinary General Meeting held on 11 December 2025
DCC plc ("DCC" or the "Company") announces that, at the Extraordinary General Meeting held earlier today, the special resolution authorising the Company to make market purchases or overseas market purchases in connection with the tender offer announced on 17 November 2025 (the "Tender Offer") was duly passed.
Voting on the resolution was conducted by way of a poll and the results are available at:
https://www.dcc.ie/investors/shareholder-information/general-meetings
The full text of the resolution was included in the circular containing the notice of the Extraordinary General Meeting dated 17 November 2025 and also available at:
https://www.dcc.ie/investors/shareholder-information/general-meetings
A copy of the resolution has been submitted to the U.K. National Storage Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The Tender Offer closes at 1.00 p.m. on 17 December 2025. The Company expects to make a further announcement in respect of the results of the Tender Offer on 19 December 2025.
Enquiries:
Darragh Byrne
Company Secretary
Tel +353 1 2799 400
Important Notices
This announcement does not constitute, or form part of, an offer or any solicitation of an offer, to purchase or repurchase securities in any jurisdiction or constitute a recommendation or advice in respect of any securities or other financial instruments or any other matter. DCC shareholders are advised to read carefully the circular published by the Company on 17 November 2025 in connection with the Tender Offer (the "Circular"). Any response to the Tender Offer should be made only on the basis of the information in the Circular.
J & E Davy Unlimited Company ("Davy"), which is regulated in Ireland by the Central Bank of Ireland, is acting exclusively for DCC and no one else in connection with the matters described in this announcement. Davy will not regard any other person (whether or not a recipient of this announcement) as its customer or be responsible to any other person for providing the protections to customers of Davy nor for providing advice in relation to the transactions and arrangements described in this announcement. Davy is not making any representation or warranty, express or implied, as to the contents of this announcement. Davy has not approved the contents of, or any part of, this announcement and no liability whatsoever is accepted by Davy for the accuracy of any information or opinions contained in this announcement or for the omission of any information from this announcement.
Notice for UK Shareholders
This announcement and any other documents or materials relating to the Tender Offer (including the Circular and the tender form accompanying the Circular (the "Tender Form")) are not being made, and this announcement or such documents and/or materials relating to the Tender Offer (including the Circular and the Tender Form) have not been approved, by an authorised person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, this announcement and such other documents and/or materials relating to the Tender Offer (including the Circular and the Tender Form) are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of this announcement, or such other documents and/or materials relating to the Tender Offer (including the Circular and the Tender Form) as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order ("Relevant Persons"). Any person who is not a Relevant Person should not act on or rely on this announcement or any other documents or materials relating to the Tender Offer (including the Circular and the Tender Form). This announcement and the documents and materials relating to the Tender Offer (including the Circular and the Tender Form) and their contents should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person in the United Kingdom.
Notice for US Shareholders
The Tender Offer relates to securities of a non-US company listed on the London Stock Exchange and is subject to the disclosure requirements, rules and practices applicable to companies listed in the United Kingdom, which differ from those of the United States in certain material respects. The Circular has been prepared for the purpose of complying with the laws of Ireland and the rules of the London Stock Exchange. The Tender Offer is not subject to the disclosure or other procedural requirements of Regulation 14D under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"). The Tender Offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Exchange Act, subject to the exemptions provided by Rule 14d-1(d) thereunder, and otherwise in accordance with the requirements of Irish law and the rules of the London Stock Exchange. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements that are different from those applicable under US domestic tender offer procedures and law. The Company is not listed on an American securities exchange, is not subject to the periodic reporting requirements of the US Exchange Act and is not required to, and does not, file any reports with the US Securities and Exchange Commission thereunder. It may be difficult for US shareholders to enforce certain rights and claims arising in connection with the Tender Offer under US federal securities laws, since the Company is located outside the United States and its officers and directors may be residents of countries other than the United States. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. It also might not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment. To the extent permitted by applicable law and in accordance with normal practice pursuant to Irish law, the Company or Davy or any of their affiliates may make certain purchases of, or arrangements to purchase, shares of the Company outside the United States during the period in which the Tender Offer remains open for acceptance, including sales and purchases of shares effected by Davy acting as market maker in the shares.
Forward-looking Statements
This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of the DCC group and certain plans and objectives of the Board, that are subject to risk factors associated with, amongst other things, the economic and business circumstances occurring from time to time in the countries, sectors and business segments in which the Group operates. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" (or the negative thereof) or other words of similar meaning. These statements are based on assumptions and assessments made by the Board in light of its experience and perception of historical trends, current conditions, expected future developments and other factors it believes appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this announcement could cause actual results or developments to differ materially from those expressed in or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. DCC assumes no obligation to update or correct the information contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent required by law or regulation.
The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of DCC except where expressly stated.
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