Annual General Meeting 2020

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Our AGM was held on Tuesday 12 May 2020, at our head office at 6 St Andrew Square, Edinburgh.

In light of government measures to deal with COVID-19, shareholders were asked not to attend the meeting on 12 May. Shareholders were invited to submit their voting instructions in advance of the meeting. You can see how our shareholders voted further below.

You can also read our 2020 AGM statement.

Chairman’s presentation

Sir Douglas Flint reflects on the past year, and addresses key themes from the shareholder questions we’ve received.

Chief Executive Officer’s presentation

Keith Skeoch provides a business update, including an overview of our COVID-19 response planning.

A message from Martin Gilbert

We announced in 2019 that Martin Gilbert would be stepping down from the Board following our AGM. Martin reflects on his time with the company after 37 years of service.

Useful documents

Voting results

The resolutions below were put to our shareholders ahead of our 2020 AGM.

ResolutionsForAgainstWithheld

Resolution 1: To receive and consider the Annual report and accounts 2019

1,095,427,832 (99.96%)

418,890 (0.04%)

9,728,748

Resolution 2: To declare a final dividend for 2019

1,101,582,527 (99.66%)

3,741,199 (0.34%)

251,744

Resolution 3: To re-appoint KPMG LLP as auditors

1,092,010,289 (98.87%)

12,466,514 (1.13%)

1,098,666

Resolution 4: To authorise the audit committee to set the auditors’ fees

1,101,976,965 (99.79%)

2,373,303 (0.21%)

1,225,202

Resolution 5: To approve the Directors’ remuneration report, excluding the remuneration policy

1,067,884,391 (98.05%)

21,284,114 (1.95%)

16,406,965

Resolution 6: To approve the Directors’ remuneration policy

1,003,905,073 (91.66%)

91,323,405 (8.34%)

10,346,991

Resolutions 7A: To re-elect Sir Douglas Flint

1,092,716,248 (99.66%)

3,685,635 (0.34%)

9,173,586

7B: To re-elect Stephanie Bruce

1,103,533,879 (99.71%)

3,191,144 (0.29%)

1,143,523

7C: To re-elect John Devine

1,094,307,683 (98.89%)

12,307,817 (1.11%)

1,253,045

7D: To re-elect Melanie Gee

1,103,590,027 (99.72%)

3,124,999 (0.28%)

1,153,520

7E: To re-elect Martin Pike

1,103,407,611 (99.71%)

3,170,048 (0.29%)

1,290,887

7F: To re-elect Cathleen Raffaeli

1,104,181,204 (99.78%)

2,477,025 (0.22%)

1,210,317

7G: To re-elect Jutta af Rosenborg

1,006,582,172 (90.96%)

100,046,613 (9.04%)

1,239,760

7H: To re-elect Keith Skeoch

1,105,327,217 (99.27%)

8,142,006 (0.73%)

1,275,788

Resolutions 8A: To elect Jonathan Asquith

1,100,632,988 (99.69%)

3,415,446 (0.31%)

1,527,036

8B: To elect Brian McBride

1,110,646,558 (99.78%)

2,501,908 (0.22%)

1,596,545

8C: To elect Cecilia Reyes

1,111,006,572 (99.80%)

2,256,569 (0.20%)

1,481,870

Resolution 9: To provide limited authority to make political donations and to incur political expenditure

1,087,759,612 (98.58%)

15,724,436 (1.42%)

2,101,411

Resolution 10: To authorise the Directors to issue further shares

1,076,662,607 (97.50%)

27,550,849 (2.50%)

1,362,014

Resolution 11: To disapply share pre-emption rights

1,090,867,628 (98.88%)

12,380,043 (1.12%)

2,327,799

Resolution 12: To give authority for the Company to buy back shares

1,089,097,082 (98.64%)

15,002,235 (1.36%)

1,477,621

Resolution 13: To authorise the Directors to allot shares in relation to the issuance of Convertible Bonds

1,090,127,934 (98.80%)

13,276,533 (1.20%)

2,171,002

Resolution 14: To disapply pre-emption rights in respect of allotments of equity securities in relation to the issuance of Convertible Bonds

1,088,212,308 (98.67%)

14,683,057 (1.33%)

2,680,104

Resolution 15: To allow the Company to call general meetings on 14 days’ notice

1,037,109,236 (93.88%)

67,563,912 (6.12%)

902,322

Resolution 16: To adopt new articles of association

691,183,286 (62.64%)

412,319,625 (37.36%)

2,072,559

Resolution 16 – To approve and adopt the draft articles of association in the form produced to the meeting

The Board recognises the significant percentage of votes cast against this resolution. The Board believed that the proposed update to the Company’s current articles was uncontroversial and appropriate. One of the proposed changes was to provide the Company with the option to allow for shareholders to join meetings remotely and to convene meetings at which electronic facilities were available for remote participation; this would address the constraints currently in force that prevent gatherings of more than a very few participants. Feedback suggests it was this element that caused investor concern. We understand that some shareholders were concerned that the Company could and possibly would use the permission to hold ‘virtual’ meetings with no shareholders present.

The Board recognises the importance of the AGM and values engaging with shareholders, in particular due to the strong retail shareholding in the Company. The Board has no plans to do away with physical meetings, but believes that allowing shareholders to also participate by electronic means would be in the interests of shareholders and allow engagement with those unable to travel to the meeting.

In the coming months, we will engage with institutional shareholders on the concerns raised on this resolution. In accordance with the UK Corporate Governance Code, we will publish an update on that engagement within six months of the AGM.

Issued share capital - Total voting rights

On 9 March 2020 – 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 2,321,390,681 ordinary shares, carrying one vote each. No shares were held in treasury. Therefore, the total voting rights in the Company as at 9 March 2020 were 2,321,390,681.

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