REG - Rolls-Royce Holdings - Result of AGM and GM

Rolls-Royce HoldingsAnnouncement

12/05/2022 16:15

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RNS Number : 3382L  Rolls-Royce Holdings plc  12 May 2022

Rolls-Royce Holdings plc

 

Results of Annual General Meeting and General Meeting

 

The Annual General Meeting of Rolls-Royce Holdings plc (the Company) was held
at 11.00am on 12 May 2022 followed by the General Meeting of holders of C
Shares at the Rolls-Royce Flight Operations Centre, 4 Vanguard Road, East
Midlands Airport, Derby, DE74 2SA.

 Annual General Meeting

 The poll results on all 22 resolutions at the Annual General Meeting were as
 follows:

 Ordinary Resolutions                                                                For            Against      Total Votes (Excluding Votes Withheld)  Votes Withheld  %For
 Resolution 1   Company's accounts and the reports of the Directors and the auditor  5,513,285,528  8,554,287    5,521,839,815                           137,538,401     99.85
 Resolution 2   Directors' remuneration report                                       5,303,462,164  320,923,549  5,624,385,713                           34,999,234      94.29
 Resolution 3   Elect Anita Frew                                                     5,633,388,478  18,780,040   5,652,168,518                           7,148,989       99.67
 Resolution 4   Re-elect Warren East CBE                                             5,602,321,542  55,681,558   5,658,003,100                           1,381,053       99.02
 Resolution 5   Re-elect Panos Kakoullis                                             5,577,098,313  80,150,253   5,657,248,566                           2,135,587       98.58
 Resolution 6   Re-elect Paul Adams                                                  5,246,759,924  410,934,706  5,657,694,630                           1,687,812       92.74
 Resolution 7   Re-elect George Culmer                                               5,244,558,422  411,047,544  5,655,605,966                           2,238,187       92.73
 Resolution 8   Elect Lord Jitesh Gadhia                                             5,634,770,028  17,628,735   5,652,398,763                           6,982,720       99.69
 Resolution 9   Re-elect Beverly Goulet                                              5,246,558,285  410,621,763  5,657,180,048                           2,203,953       92.74
 Resolution 10  Re-elect Lee Hsien Yang                                              5,222,418,262  430,262,819  5,652,681,081                           6,634,515       92.39
 Resolution 11  Re-elect Nick Luff                                                   5,245,885,819  411,170,822  5,657,056,641                           2,329,512       92.73
 Resolution 12  Elect Mike Manley                                                    5,639,752,902  17,321,516   5,657,074,418                           2,311,735       99.69
 Resolution 13  Elect Wendy Mars                                                     5,640,344,898  16,763,113   5,657,108,011                           2,278,322       99.70
 Resolution 14  Re-elect Sir Kevin Smith CBE                                         5,246,111,781  411,659,053  5,657,770,834                           1,615,499       92.72
 Resolution 15  Re-elect Dame Angela Strank                                          5,170,696,699  446,629,648  5,617,326,347                           42,059,427      92.05
 Resolution 16  Re-appoint PricewaterhouseCoopers LLP                                5,647,542,314  9,777,096    5,657,319,410                           2,066,141       99.83
 Resolution 17  Auditor's remuneration                                               5,656,016,636  1,887,938    5,657,904,574                           1,386,246       99.97
 Resolution 18  Political donations                                                  5,615,556,218  41,791,272   5,657,347,490                           2,026,507       99.26
 Resolution 19  Authorise Directors to allot shares                                  5,466,654,614  191,009,658  5,657,664,272                           1,713,139       96.62

 Special Resolutions                                                                 For            Against      Total Votes (Excluding Votes Withheld)  Votes Withheld  %For
 Resolution 20  Disapplication of pre-emption rights                                 5,572,013,159  77,911,863   5,649,925,022                           9,431,805       98.62
 Resolution 21  Authority to purchase own shares                                     5,603,163,107  15,820,371   5,618,983,478                           40,373,430      99.72
 Resolution 22  Adopt new Articles of Association                                    5,654,802,308  1,904,773    5,656,707,081                           2,648,116       99.97

 

In accordance with Listing Rule 9.6.1, copies of the following documents have
been submitted to the Financial Conduct Authority and will shortly be
available for inspection from the National Storage Mechanism
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)  :

·    Special Resolutions passed at the Annual General Meeting; and

·    Amended Articles of Association.

 The amended Articles of Association are also available at
www.rolls-royce.com.

General Meeting of holders of C Shares

 

The poll result on the resolution at the General Meeting of holders of C
Shares was as follows:

 

 Special Resolution                               For          Against    Total Votes (Excluding Votes Withheld)  Votes Withheld  %For
 Resolution 1  Adopt new Articles of Association  777,603,117  3,733,157  781,336,274                             8,178,682       99.52

 

 

The number of Ordinary Shares in issue on 12 May 2022 was 8,367,596,989.

 

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.

For votes exclude those withheld.

 

% of Issued Share Capital Voted at the Annual General Meeting: 67.22%

 

% of Issued Share Capital Voted at the General Meeting of holders of C Shares:
3.21%

 

 

Enquiries:

 

Nicola Carroll FCG, Corporate Governance Director

 

Governanceteam@rolls-royce.com

 

LEI: 213800EC7997ZBLZJH69

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