Annual General Meeting 2012

Our AGM was held at 2.00pm, Friday 25 May 2012 at the Edinburgh International Conference Centre.

The resolutions ForAgainstWitheld
Resolution 1: To receive and consider the Annual Report and accounts for 2011 910,647,0851,179,0492,497,156
Resolution 2: To approve the Directors’ remuneration report  830,502,40640,117,12043,700,143
Resolution 3: To declare a final dividend for 2011 912,210,076485,0521,624,541
Resolution 4: To re-appoint PricewaterhouseCoopers LLP as auditors 905,436,2676,039,8182,843,158
Resolution 5: To authorise the Directors to set the auditors’ fees 907,166,0924,129,8273,023,750
Resolution 6A: To re-elect Gerald Grimstone 902,298,2397,299,4994,721,931
Resolution 6B: To re-elect Colin Buchan 902,313,6727,012,5664,993,431
Resolution 6C: To re-elect Crawford Gillies
901,894,161
7,388,617
5,036,891
Resolution 6D: To re-elect David Grigson 901,972,3397,349,6134,997,717
Resolution 6E: To re-elect Jacqueline Hunt
902,393,544
7,100,4204,818,226
Resolution 6F: To re-elect David Nish 867,174,439 42,285,453 4,862,428
Resolution 6G: To re-elect Keith Skeoch
909,869,389
7,396,486
4,939,466
Resolution 6H: To re-elect Sheelagh Whittaker 902,105,502 7,338,178 4,886,258
Resolution 7A: To elect Pierre Danon
899,913,567
8,416,912
5,999,459
Resolution 7B: To elect John Paynter 900,945,570 7,396,483 5,986,639
Resolution 7C: To elect Lynne Peacock 901,039,349 7,444,987
5,847,957
Resolution 8: To authorise the Directors to issue further shares
895,524,087
15,184,347
3,620,298
Resolution 9: To disapply share pre-emption rights
891,320,196
12,109,644
10,900,098
Resolution 10: To give authority for the Company to buy back up to 10% of its issued ordinary shares
905,195,956
5,581,039
3,452,714
Resolution 11: To provide limited authority to the Company to make political donations and to incur political expenditure
843,481,510
61,116,993
9,719,920
Resolution 12: To allow the Company to call general meetings on 14 days’ notice
900,330,978
53,179,542
5,242,083

Issued share capital and total voting rights

On 13 March 2012 the Company's issued share capital consisted of 2,353,771,435 ordinary shares, carrying one vote each. No shares were held in treasury. Therefore, the total voting rights in the Company on 13 March 2012 were 2,353,771,435.

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