Annual General Meeting 2019

Our AGM was held at 2pm on Tuesday 14 May 2019 at the Edinburgh International Conference Centre. You can see how our shareholders voted below.

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Useful documents

The following resolutions were put to our shareholders at our AGM on 14 May.

ResolutionsForAgainstWithheld
Resolution 1: To receive and consider the Annual report and accounts 20181,134,747,238 (99.94%)667,609 (0.06%)1,548,393
Resolution 2: To declare a final dividend for 20181,135,807,906 (99.93%)810,435 (0.07%)346,322
Resolution 3: To re-appoint KPMG LLP as auditors1,122,475,457 (99.52%)5,455,840 (0.48%)9,028,563
Resolution 4: To authorise the audit committee to set the auditors’ fees1,133,341,617 (99.78%)2,534,006 (0.22%)1,090,941
Resolution 5: To approve the Directors’ remuneration report, excluding the remuneration policy607,428,291 (57.98%)440,226,225 (42.02%)89,312,048
Resolutions 6A: To re-elect John Devine1,124,919,962 (99.11%)10,111,032 (0.89%)1,935,570
6B: To re-elect Melanie Gee1,124,244,844 (99.05%)10,828,301 (0.95%)1,891,325
6C: To re-elect Martin Gilbert1,078,488,683 (95.02%)56,507,868 (4.98%)1,964,763
6D: To re-elect Rod Paris1,120,411,565 (98.71%)14,641,651 (1.29%)1,913,348
6E: To re-elect Martin Pike1,126,952,475 (99.29%)8,114,460 (0.71%)1,899,376
6F: To re-elect Bill Rattray1,119,838,882 (98.67%)15,045,306 (1.33%)2,082,123
6G: To re-elect Jutta af Rosenborg1,098,488,809 (96.79%)36,450,765 (3.21%)2,018,183
6H: To re-elect Keith Skeoch1,124,675,383 (99.09%)10,370,697 (0.91%)1,918,885
Resolutions 7A: To elect Sir Douglas Flint1,120,303,253 (98.70%)14,731,868 (1.30%)1,931,443
7B: To elect Cathleen Raffaeli1,126,892,004 (99.29%)8,056,564 (0.71%)2,012,746
7C: To elect Stephanie Bruce with effect from 1 June 20191,119,583,926 (98.65%)15,370,632 (1.35%)2,001,708
Resolution 8: To provide limited authority to make political donations and to incur political expenditure1,107,993,320 (97.64%)26,746,723 (2.36%)2,221,271
Resolution 9: To authorise the Directors to issue further shares1,095,902,637 (96.50%)39,761,721 (3.50%)1,353,335
Resolution 10: To disapply share pre-emption rights1,108,893,231 (97.77%)25,305,143 (2.23%)2,760,155
Resolution 11: To give authority for the Company to buy back shares1,123,128,390 (98.90%)12,534,318 (1.10%)1,298,606
Resolution 12: To authorise the Directors to allot shares in relation to the issuance of Convertible Bonds1,033,540,229 (91.05%)101,560,488 (8.95%)2,400,597
Resolution 13: To disapply pre-emption rights in respect of allotments of equity securities in relation to the issuance of Convertible Bonds1,009,615,472 (89.04%)124,295,679 (10.96%)3,050,163
Resolution 14: To allow the Company to call general meetings on 14 days’ notice1,062,747,452 (93.56%)73,175,313 (6.44%)1,038,549

Issued share capital - Total voting rights

On 13 March 2019 – the latest practical business day before the printing and publication of the Notice of Annual General Meeting – the Company’s issued share capital consisted of 2,481,864,189 ordinary shares, carrying one vote each. No shares were held in treasury. Therefore, the total voting rights in the Company as at 13 March 2019 were 2,481,864,189.

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