Last checked at 25 Apr 2018 17:36
BRITISH AMERICAN TOBACCO p.l.c.
RESULTS OF VOTING AT 2018 ANNUAL GENERAL MEETING
The Annual General Meeting of British American Tobacco p.l.c. was held at Milton Court Concert Hall, Silk Street, London EC2Y 9BH on 25 April 2018 at 11.30am.
The tables below set out the results of the poll on each of the total of 20 Resolutions as stated in the Notice of Meeting dated 21 March 2018. Each shareholder, present in person or by proxy was entitled to one vote per share held.
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Resolution 8 |
| |
Re-election of Dr Marion Helmes as a Director |
|
|
For - Note (b) | 1,038,776,064 |
|
Percent of Votes Cast | 59.31% |
|
Percent of Issued Share Capital | 45.289% |
|
Against | 712,532,916 |
|
Percent of Votes Cast | 40.69% |
|
Percent of Issued Share Capital | 31.065% |
|
Total Votes Cast (Excl. Votes Withheld) | 1,751,308,980 |
|
Percent of Issued Share Capital | 76.355% |
|
Votes Withheld - Note (c) | 32,766,239 |
|
Resolution 9 |
| |
Re-election of Savio Kwan as a Director |
|
|
For - Note (b) | 1,779,294,410 |
|
Percent of Votes Cast | 99.83% |
|
Percent of Issued Share Capital | 77.575% |
|
Against | 2,965,046 |
|
Percent of Votes Cast | 0.17% |
|
Percent of Issued Share Capital | 0.129% |
|
Total Votes Cast (Excl. Votes Withheld) | 1,782,259,456 |
|
Percent of Issued Share Capital | 77.704% |
|
Votes Withheld - Note (c) | 1,818,128 |
|
Resolution 10 |
| |
Re-election of Dimitri Panayotopoulos as a Director |
|
|
For - Note (b) | 1,725,584,896 |
|
Percent of Votes Cast | 97.90% |
|
Percent of Issued Share Capital | 75.233% |
|
Against | 37,059,574 |
|
Percent of Votes Cast | 2.10% |
|
Percent of Issued Share Capital | 1.616% |
|
Total Votes Cast (Excl. Votes Withheld) | 1,762,644,470 |
|
Percent of Issued Share Capital | 76.849% |
|
Votes Withheld - Note (c) | 21,432,516 |
|
Resolution 11 |
| |
Re-election of Kieran Poynter as a Director |
|
|
For - Note (b) | 1,778,500,533 |
|
Percent of Votes Cast | 99.79% |
|
Percent of Issued Share Capital | 77.540% |
|
Against | 3,782,969 |
|
Percent of Votes Cast | 0.21% |
|
Percent of Issued Share Capital | 0.165% |
|
Total Votes Cast (Excl. Votes Withheld) | 1,782,283,502 |
|
Percent of Issued Share Capital | 77.705% |
|
Votes Withheld - Note (c) | 1,794,081 |
|
Resolution 12 |
| |
Re-election of Ben Stevens as a Director |
|
|
For - Note (b) | 1,773,717,143 |
|
Percent of Votes Cast | 99.51% |
|
Percent of Issued Share Capital | 77.332% |
|
Against | 8,714,028 |
|
Percent of Votes Cast | 0.49% |
|
Percent of Issued Share Capital | 0.380% |
|
Total Votes Cast (Excl. Votes Withheld) | 1,782,431,171 |
|
Percent of Issued Share Capital | 77.711% |
|
Votes Withheld - Note (c) | 1,646,413 |
|
Resolution 13 |
| |
Election of Luc Jobin as a Director |
|
|
For - Note (b) | 1,765,758,742 |
|
Percent of Votes Cast | 99.10% |
|
Percent of Issued Share Capital | 76.985% |
|
Against | 16,010,459 |
|
Percent of Votes Cast | 0.90% |
|
Percent of Issued Share Capital | 0.698% |
|
Total Votes Cast (Excl. Votes Withheld) | 1,781,769,201 |
|
Percent of Issued Share Capital | 77.683% |
|
Votes Withheld - Note (c) | 2,308,382 |
|
Resolution 14 |
| |
Election of Holly Keller Koeppel as a Director |
|
|
For - Note (b) | 1,749,365,070 |
|
Percent of Votes Cast | 98.15% |
|
Percent of Issued Share Capital | 76.270% |
|
Against | 32,961,353 |
|
Percent of Votes Cast | 1.85% |
|
Percent of Issued Share Capital | 1.437% |
|
Total Votes Cast (Excl. Votes Withheld) | 1,782,326,423 |
|
Percent of Issued Share Capital | 77.707% |
|
Votes Withheld - Note (c) | 1,751,161 |
|
Resolution 15 |
| |
Election of Lionel Nowell, III as a Director |
|
|
For - Note (b) | 1,749,549,438 |
|
Percent of Votes Cast | 98.17% |
|
Percent of Issued Share Capital | 76.278% |
|
Against | 32,660,156 |
|
Percent of Votes Cast | 1.83% |
|
Percent of Issued Share Capital | 1.424% |
|
Total Votes Cast (Excl. Votes Withheld) | 1,782,209,594 |
|
Percent of Issued Share Capital | 77.702% |
|
Votes Withheld - Note (c) | 1,867,990 |
|
Resolution 16 |
| |
Renewal of Directors' authority to allot shares |
|
|
For - Note (b) | 1,374,413,154 |
|
Percent of Votes Cast | 77.10% |
|
Percent of Issued Share Capital | 59.922% |
|
Against | 408,324,504 |
|
Percent of Votes Cast | 22.90% |
|
Percent of Issued Share Capital | 17.802% |
|
Total Votes Cast (Excl. Votes Withheld) | 1,782,737,658 |
|
Percent of Issued Share Capital | 77.725% |
|
Votes Withheld - Note (c) | 1,339,925 |
|
Resolution 17 - Note (d) |
| |
Renewal of Directors' authority to disapply pre-emption rights |
|
|
For - Note (b) | 1,721,086,394 |
|
Percent of Votes Cast | 96.61% |
|
Percent of Issued Share Capital | 75.037% |
|
Against | 60,342,913 |
|
Percent of Votes Cast | 3.39% |
|
Percent of Issued Share Capital | 2.631% |
|
Total Votes Cast (Excl. Votes Withheld) | 1,781,429,307 |
|
Percent of Issued Share Capital | 77.668% |
|
Votes Withheld - Note (c) | 2,666,278 |
|
Resolution 18 - Note (d) |
| |
Authority for the Company to purchase its own shares |
|
|
For - Note (b) | 1,756,870,049 |
|
Percent of Votes Cast | 98.58% |
|
Percent of Issued Share Capital | 76.597% |
|
Against | 25,333,414 |
|
Percent of Votes Cast | 1.42% |
|
Percent of Issued Share Capital | 1.105% |
|
Total Votes Cast (Excl. Votes Withheld) | 1,782,203,463 |
|
Percent of Issued Share Capital | 77.702% |
|
Votes Withheld - Note (c) | 1,890,886 |
|
Resolution 19 |
| |
Authority to make donations to political organisations and to incur political expenditure |
| |
For - Note (b) | 1,630,918,452 |
|
Percent of Votes Cast | 92.91% |
|
Percent of Issued Share Capital | 71.106% |
|
Against | 124,500,318 |
|
Percent of Votes Cast | 7.09% |
|
Percent of Issued Share Capital | 5.428% |
|
Total Votes Cast (Excl. Votes Withheld) | 1,755,418,770 |
|
Percent of Issued Share Capital | 76.534% |
|
Votes Withheld - Note (c) | 28,663,294 |
|
Resolution 20 - Note (d) |
| |
Notice period for General Meetings |
|
|
For - Note (b) | 1,606,370,012 |
|
Percent of Votes Cast | 90.52% |
|
Percent of Issued Share Capital | 70.035% |
|
Against | 168,291,411 |
|
Percent of Votes Cast | 9.48% |
|
Percent of Issued Share Capital | 7.337% |
|
Total Votes Cast (Excl. Votes Withheld) | 1,774,661,423 |
|
Percent of Issued Share Capital | 77.373% |
|
Votes Withheld - Note (c) | 9,389,873 |
|
Notes:
(a) The total number of ordinary shares in issue (excluding treasury shares) at the close of business on Tuesday 24 April 2018 was 2,293,652,691.
(b) Includes discretionary votes.
(c) 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.
(d) In accordance with Listing Rules 9.6.2R and 9.6.3R, copies of the resolutions numbered 17, 18 and 20 will be submitted to the National Storage Mechanism as soon as practicable and will be available for inspection at www.morningstar.co.uk/uk/nsm. A copy of the resolutions may also be obtained from the Notice of Meeting which is available on the Company's website at www.bat.com/agm.
All resolutions were passed at the Company's Annual General Meeting today with the requisite majority of votes. However, in respect of resolutions 2 (Directors' Remuneration Report), 8 (Re-election of Marion Helmes as Director) and 16 (Authority to allot shares), we acknowledge that a number of our shareholders did not support these resolutions.
Directors' Remuneration Report
In respect of resolution 2 (Directors' Remuneration Report), we will continue to listen to the views of our shareholders in order to understand the concerns of those who voted against this resolution. During 2018, the Company intends to engage widely with shareholders as part of a full review of the Company's existing Remuneration Policy (including to take account of relevant changes to the UK Corporate Governance Code), in anticipation of presenting a new policy for shareholders to consider at the Company's Annual General Meeting in April 2019.
Re-election of Marion Helmes as Director
In respect of resolution 8 (Re-election of Marion Helmes as Director), Dr Marion Helmes has confirmed that she will be stepping down from the Supervisory Board of Bilfinger SE at its AGM on 15 May 2018, and that she will not be seeking re-election as a Non-Executive Director of NXP Semiconductors N.V. at its 2018 AGM.
Following these retirements, and with her appointment to the Supervisory Board of Heineken N.V. from 19 April 2018, Dr Helmes' portfolio of listed company non-executive directorships (and equivalent) would total five appointments (including her position at British American Tobacco). This will be within the acceptable scope for the number of mandates a director may hold as set out in the voting guidelines of leading corporate governance agencies. We will carefully consider the feedback received from those shareholders that did not support Dr Helmes' re-election and we will continue to listen to the views of our shareholders.
Authority to allot shares
In respect of resolution 16 (Authority to allot shares), it is standard market practice for many FTSE listed companies to retain this type of authority and the authority sought by the Company is in accordance with the Investment Association's share capital management guidelines. However, we are aware that some institutional investors, particularly in South Africa, have policies against supporting this type of resolution.
We will continue to listen to the views of our shareholders in order to better understand the position of those for which this resolution presents concerns, and will keep best practice under review.
P McCrory
Secretary
British American Tobacco p.l.c.
25 April 2018
Enquiries:
Investor Relations
Mike Nightingale/Rachael Brierley/Stephanie Brassinne
+44 20 7845 1180/1519/2012
British American Tobacco Press Office+44 (0) 20 7845 2888 (24 hours) | @BATPress