Annual General Meeting 2013

Our AGM was held at 2.00pm, Tuesday 14 May 2013 at the Edinburgh International Conference Centre.

The resolutions ForAgainstWitheld
Resolution 1: To receive and consider the Annual Report and accounts for 2012 965,491,593 1,298,83410,069,296
Resolution 2: To approve the Directors’ remuneration report  882,413,70837,372,85038,980,605
Resolution 3: To declare a final dividend for 2012957,531,200337,034898,929
Resolution 4: To declare a special dividend956,704,043990,1821,072,938
Resolution 5: To re-appoint PricewaterhouseCoopers LLP as auditors 937,568,5848,326,21812,872,361
Resolution 6: To authorise the Directors to set the auditors’ fees 950,304,4654,259,6454,193,526
Resolution 7A: To re-elect Sir Gerry Grimstone 943,834,20511,847,6893,085,012
Resolution 7B: To re-elect Colin Buchan949,158,6136,321,6493,286,644
Resolution 7C: To re-elect Pierre Danon
948,551,902
6,692,690
3,522,314
Resolution 7D: To re-elect Crawford Gillies
948,462,938
7,055,857
3,248,111
Resolution 7E: To re-elect David Grigson929,251,99826,194,6333,320,275
Resolution 7F: To re-elect Jacqueline Hunt
As Jacqueline Hunt resigned from the Company on 26 April 2013, this resolution was not proposed at the Annual General Meeting.
Resolution 7G: To re-elect David Nish949,495,1335,988,5993,283,431
Resolution 7H: To re-elect John Paynter949,215,3466,002,1323,539,892
Resolution 7I: To re-elect Lynne Peacock
949,129,547
6,287,648
3,349,248
Resolution 7J: To re-elect Keith Skeoch
949,252,541
6,081,732
3,426,024
Resolution 8: To elect Noel Harwerth947,829,3536,913,2504,009,532
Resolution 9: To authorise the Directors to issue further shares
945,700,229
10,057,183
3,009,751
Resolution 10: To disapply share pre-emption rights
945,278,255
7,824,191
5,664,717
Resolution 11: To give authority for the Company to buy back shares
951,211,559
4,819,751
2,735,853
Resolution 12: To provide limited authority to make political donations and to incur political expenditure
900,330,978
53,179,542
5,242,083
Resolution 13: To allow the Company to call general meetings on 14 days’ notice
867,583,700
88,534,438
2,648,300

Issued share capital and total voting rights

On 5 March 2013 the Company's issued share capital consisted of 2,358,031,854 ordinary shares, carrying one vote each. No shares were held in treasury. Therefore, the total voting rights in the Company as at 5 March 2013 were 2,358,031,854.

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