Rolls-Royce Holdings plc
Results of Annual General Meeting and General Meeting
The Annual General Meeting of Rolls-Royce Holdings plc (the Company) was held at 11.00am on 12 May 2022 followed by the General Meeting of holders of C Shares at the Rolls-Royce Flight Operations Centre, 4 Vanguard Road, East Midlands Airport, Derby, DE74 2SA.
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Annual General Meeting
The poll results on all 22 resolutions at the Annual General Meeting were as follows:
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Ordinary Resolutions |
For |
Against |
Total Votes (Excluding Votes Withheld) |
Votes Withheld |
%For |
|
|
Resolution 1 |
Company's accounts and the reports of the Directors and the auditor |
5,513,285,528 |
8,554,287 |
5,521,839,815 |
137,538,401 |
99.85 |
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Resolution 2 |
Directors' remuneration report |
5,303,462,164 |
320,923,549 |
5,624,385,713 |
34,999,234 |
94.29 |
|
Resolution 3 |
Elect Anita Frew |
5,633,388,478 |
18,780,040 |
5,652,168,518 |
7,148,989 |
99.67 |
|
Resolution 4 |
Re-elect Warren East CBE |
5,602,321,542 |
55,681,558 |
5,658,003,100 |
1,381,053 |
99.02 |
|
Resolution 5 |
Re-elect Panos Kakoullis |
5,577,098,313 |
80,150,253 |
5,657,248,566 |
2,135,587 |
98.58 |
|
Resolution 6 |
Re-elect Paul Adams |
5,246,759,924 |
410,934,706 |
5,657,694,630 |
1,687,812 |
92.74 |
|
Resolution 7 |
Re-elect George Culmer |
5,244,558,422 |
411,047,544 |
5,655,605,966 |
2,238,187 |
92.73 |
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Resolution 8 |
Elect Lord Jitesh Gadhia |
5,634,770,028 |
17,628,735 |
5,652,398,763 |
6,982,720 |
99.69 |
|
Resolution 9 |
Re-elect Beverly Goulet |
5,246,558,285 |
410,621,763 |
5,657,180,048 |
2,203,953 |
92.74 |
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Resolution 10 |
Re-elect Lee Hsien Yang |
5,222,418,262 |
430,262,819 |
5,652,681,081 |
6,634,515 |
92.39 |
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Resolution 11 |
Re-elect Nick Luff |
5,245,885,819 |
411,170,822 |
5,657,056,641 |
2,329,512 |
92.73 |
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Resolution 12 |
Elect Mike Manley |
5,639,752,902 |
17,321,516 |
5,657,074,418 |
2,311,735 |
99.69 |
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Resolution 13 |
Elect Wendy Mars |
5,640,344,898 |
16,763,113 |
5,657,108,011 |
2,278,322 |
99.70 |
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Resolution 14 |
Re-elect Sir Kevin Smith CBE |
5,246,111,781 |
411,659,053 |
5,657,770,834 |
1,615,499 |
92.72 |
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Resolution 15 |
Re-elect Dame Angela Strank |
5,170,696,699 |
446,629,648 |
5,617,326,347 |
42,059,427 |
92.05 |
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Resolution 16 |
Re-appoint PricewaterhouseCoopers LLP |
5,647,542,314 |
9,777,096 |
5,657,319,410 |
2,066,141 |
99.83 |
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Resolution 17 |
Auditor's remuneration |
5,656,016,636 |
1,887,938 |
5,657,904,574 |
1,386,246 |
99.97 |
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Resolution 18 |
Political donations |
5,615,556,218 |
41,791,272 |
5,657,347,490 |
2,026,507 |
99.26 |
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Resolution 19 |
Authorise Directors to allot shares |
5,466,654,614 |
191,009,658 |
5,657,664,272 |
1,713,139 |
96.62 |
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Special Resolutions |
For |
Against |
Total Votes (Excluding Votes Withheld) |
Votes Withheld |
%For |
|
|
Resolution 20 |
Disapplication of pre-emption rights |
5,572,013,159 |
77,911,863 |
5,649,925,022 |
9,431,805 |
98.62 |
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Resolution 21 |
Authority to purchase own shares |
5,603,163,107 |
15,820,371 |
5,618,983,478 |
40,373,430 |
99.72 |
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Resolution 22 |
Adopt new Articles of Association |
5,654,802,308 |
1,904,773 |
5,656,707,081 |
2,648,116 |
99.97 |
In accordance with Listing Rule 9.6.1, copies of the following documents have been submitted to the Financial Conduct Authority and will shortly be available for inspection from the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism :
· Special Resolutions passed at the Annual General Meeting; and
· Amended Articles of Association.
The amended Articles of Association are also available at www.rolls-royce.com.
General Meeting of holders of C Shares
The poll result on the resolution at the General Meeting of holders of C Shares was as follows:
|
Special Resolution |
For |
Against |
Total Votes (Excluding Votes Withheld) |
Votes Withheld |
%For |
|
|
Resolution 1 |
Adopt new Articles of Association |
777,603,117 |
3,733,157 |
781,336,274 |
8,178,682 |
99.52 |
The number of Ordinary Shares in issue on 12 May 2022 was 8,367,596,989.
A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.
For votes exclude those withheld.
% of Issued Share Capital Voted at the Annual General Meeting: 67.22%
% of Issued Share Capital Voted at the General Meeting of holders of C Shares: 3.21%
Enquiries:
Nicola Carroll FCG, Corporate Governance Director
Governanceteam@rolls-royce.com
LEI: 213800EC7997ZBLZJH69
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