BRITISH AMERICAN TOBACCO p.l.c.
RESULTS OF VOTING AT THE 2021 ANNUAL GENERAL MEETING
The Annual General Meeting of British American Tobacco p.l.c. was held at Globe House, 4 Temple Place, London WC2R 2PG on 28 April 2021.
The tables below set out the results of the poll on each of the total of 20 Resolutions as stated in the Notice of Meeting dated 11 March 2021. All valid proxy votes (whether submitted electronically or in hard copy form) were included in the poll taken at the Meeting. Each shareholder, present in person or by proxy, was entitled to one vote per ordinary share of 25p held.
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| Resolution 8 | | |
| Re-election of Sue Farr as a Director | | |
| For - Note (b) | 1,604,506,408 | |
| Percent of Votes Cast | 90.44% | |
| Percent of Issued Share Capital | 69.92% | |
| Against | 169,518,777 | |
| Percent of Votes Cast | 9.56% | |
| Percent of Issued Share Capital | 7.39% | |
| Total Votes Cast (Excl. Votes Withheld) | 1,774,025,185 | |
| Percent of Issued Share Capital | 77.31% | |
| Votes Withheld - Note (c) | 10,259,367 | |
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Resolution 9 | | |
| Re-election of Jeremy Fowden as a Director | | |
| WITHDRAWN | | |
| Resolution 10 | | ||
| Re-election of Dr Marion Helmes as a Director | |
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| For - Note (b) | 1,594,071,765 |
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| Percent of Votes Cast | 89.86% |
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| Percent of Issued Share Capital | 69.47% |
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| Against | 179,783,976 |
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| Percent of Votes Cast | 10.14% |
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| Percent of Issued Share Capital | 7.84% |
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| Total Votes Cast (Excl. Votes Withheld) | 1,773,855,741 |
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| Percent of Issued Share Capital | 77.31% |
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| Votes Withheld - Note (c) | 10,428,490 |
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| Resolution 11 | | ||
| Re-election of Holly Keller Koeppel as a Director | |
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| For - Note (b) | 1,762,331,148 |
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| Percent of Votes Cast | 99.34% |
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| Percent of Issued Share Capital | 76.80% |
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| Against | 11,716,886 |
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| Percent of Votes Cast | 0.66% |
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| Percent of Issued Share Capital | 0.51% |
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| Total Votes Cast (Excl. Votes Withheld) | 1,774,048,034 |
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| Percent of Issued Share Capital | 77.31% |
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| Votes Withheld - Note (c) | 10,236,519 |
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| Resolution 12 | | ||
| Re-election of Savio Kwan as a Director | |
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| For - Note (b) | 1,603,190,858 |
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| Percent of Votes Cast | 90.37% |
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| Percent of Issued Share Capital | 69.87% |
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| Against | 170,885,651 |
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| Percent of Votes Cast | 9.63% |
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| Percent of Issued Share Capital | 7.45% |
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| Total Votes Cast (Excl. Votes Withheld) | 1,774,076,509 |
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| Percent of Issued Share Capital | 77.31% |
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| Votes Withheld - Note (c) | 10,208,044 |
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| Resolution 13 | | ||
| Re-election of Dimitri Panayotopoulos as a Director | |
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| For - Note (b) | 1,521,096,084 |
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| Percent of Votes Cast | 86.11% |
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| Percent of Issued Share Capital | 66.29% |
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| Against | 245,448,741 |
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| Percent of Votes Cast | 13.89% |
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| Percent of Issued Share Capital | 10.70% |
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| Total Votes Cast (Excl. Votes Withheld) | 1,766,544,825 |
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| Percent of Issued Share Capital | 76.99% |
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| Votes Withheld - Note (c) | 17,739,728 |
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| Resolution 14 | |
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| Election of Karen Guerra as a Director | |
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| For - Note (b) | 1,772,384,681 | |||
| Percent of Votes Cast | 99.91% | |||
| Percent of Issued Share Capital | 77.24% | |||
| Against | 1,645,140 | |||
| Percent of Votes Cast | 0.09% | |||
| Percent of Issued Share Capital | 0.07% | |||
| Total Votes Cast (Excl. Votes Withheld) | 1,774,029,821 | |||
| Percent of Issued Share Capital | 77.31% | |||
| Votes Withheld - Note (c) | 10,254,732 | |||
| Resolution 15 | | ||
| Election of Darrell Thomas as a Director | |
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| For - Note (b) | 1,772,481,017 |
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| Percent of Votes Cast | 99.91% |
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| Percent of Issued Share Capital | 77.25% |
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| Against | 1,554,236 |
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| Percent of Votes Cast | 0.09% |
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| Percent of Issued Share Capital | 0.07% |
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| Total Votes Cast (Excl. Votes Withheld) | 1,774,035,253 |
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| Percent of Issued Share Capital | 77.31% |
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| Votes Withheld - Note (c) | 10,249,300 |
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| Resolution 16 | | ||
| Renewal of Directors' authority to allot shares | |
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| For - Note (b) | 1,283,014,878 |
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| Percent of Votes Cast | 72.33% |
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| Percent of Issued Share Capital | 55.91% |
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| Against | 490,886,767 |
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| Percent of Votes Cast | 27.67% |
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| Percent of Issued Share Capital | 10.62% |
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| Total Votes Cast (Excl. Votes Withheld) | 1,773,901,645 |
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| Percent of Issued Share Capital | 77.31% |
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| Votes Withheld - Note (c) | 10,373,062 |
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| Resolution 17 - Note (d) | |
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| Renewal of Directors' authority to disapply pre-emption rights | |
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| For - Note (b) | 1,529,422,273 |
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| Percent of Votes Cast | 86.26% |
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| Percent of Issued Share Capital | 66.65% |
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| Against | 243,578,572 |
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| Percent of Votes Cast | 13.74% |
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| Percent of Issued Share Capital | 10.62% |
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| Total Votes Cast (Excl. Votes Withheld) | 1,773,000,845 |
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| Percent of Issued Share Capital | 77.27% |
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| Votes Withheld - Note (c) | 11,284,208 |
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Resolution 18 - Note (d) | | |||||
| Authority for the Company to purchase its own shares | |
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| For - Note (b) | 1,747,664,170 |
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| Percent of Votes Cast | 98.53% |
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| Percent of Issued Share Capital | 76.16% |
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| Against | 25,986,558 |
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| Percent of Votes Cast | 1.47% |
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| Percent of Issued Share Capital | 1.13% |
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| Total Votes Cast (Excl. Votes Withheld) | 1,773,650,728 |
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| Percent of Issued Share Capital | 77.30% |
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| Votes Withheld - Note (c) | 10,634,378 |
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| Resolution 19 | | ||
| Authority to make donations to political organisations and to incur political expenditure |
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| For - Note (b) | 1,580,312,339 |
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| Percent of Votes Cast | 89.20% |
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| Percent of Issued Share Capital | 68.87% |
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| Against | 191,369,221 |
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| Percent of Votes Cast | 10.80% |
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| Percent of Issued Share Capital | 8.34% |
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| Total Votes Cast (Excl. Votes Withheld) | 1,771,681,560 |
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| Percent of Issued Share Capital | 77.21% |
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| Votes Withheld - Note (c) | 12,569,298 |
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Resolution 20 - Note (d) | | ||
| Notice period for General Meetings | |
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| For - Note (b) | 1,639,617,570 |
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| Percent of Votes Cast | 92.47% |
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| Percent of Issued Share Capital | 71.45% |
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| Against | 133,582,951 |
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| Percent of Votes Cast | 7.53% |
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| Percent of Issued Share Capital | 5.82% |
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| Total Votes Cast (Excl. Votes Withheld) | 1,773,200,521 |
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| Percent of Issued Share Capital | 77.28% |
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| Votes Withheld - Note (c) | 11,084,585 |
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Richard Burrows, Chairman of the Board of the Company, retired from the Board at the conclusion of the Company's 2021 Annual General Meeting. Mr Burrows' retirement from the Board follows the Company's announcement on 15 October 2020, as further set out in the Company's 2020 Annual Report and Form 20-F. In addition, with effect from the conclusion of the 2021 Annual General Meeting, Luc Jobin was appointed Chairman of the Board and Chairman of the Nominations Committee, and stepped down from the Audit Committee.
As announced on 1 April 2021, Jerry Fowden resigned from the Board with effect from 1 April 2021. Accordingly, he did not seek re-election at the 2021 Annual General Meeting and Resolution 9 was withdrawn.
Notes:
(a) The total number of ordinary shares in issue (excluding treasury shares) at the close of business on Wednesday 27 April 2021 was 2,294,616,257.
(b) Includes discretionary votes.
(c) 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.
(d) In accordance with Listing Rules 9.6.2R and 9.6.3R, copies of the resolutions numbered 17, 18 and 20 will be submitted to the National Storage Mechanism as soon as practicable and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. A copy of the resolutions may also be obtained from the Notice of Meeting which is available on the Company's website at www.bat.com/agm.
All resolutions were passed at the Company's Annual General Meeting (AGM) today with the requisite majority of votes. We acknowledge that a significant number of our shareholders did not support resolutions 2: Directors' Remuneration Report and 16: Authority to Allot Shares.
Resolution 2 - Directors' Remuneration Report
Over the last year, we have engaged with shareholders about executive remuneration. The engagement has been open and constructive and the Remuneration Committee has given careful consideration to shareholder feedback, which helped to shape the Committee's decisions and resulted in changes being adopted to proposals on executive remuneration for 2021. Our executive remuneration arrangements are fully aligned with our Directors' Remuneration Policy which was approved by a significant majority of our shareholders at our 2019 AGM.
We place great value on direct engagement with and feedback from our shareholders. We will continue our active dialogue with shareholders, particularly those who decided to vote against this resolution, and intend to further consult with shareholders during 2021.
Resolution 16 - Authority to allot shares
As we have previously reported, the authority sought by the Company is in accordance with the UK Investment Association's share capital management guidelines and prevailing voting guidelines of leading corporate governance agencies applicable to UK listed companies.
Whilst it remains standard market practice for many UK FTSE listed companies to retain this type of authority, we understand that some institutional investors, particularly outside the UK, have specific policies against supporting this type of resolution. Following the outcome of today's vote, we will continue our ongoing dialogue with shareholders that do not support this authority and will keep best practice in this area under review.
P McCrory
Secretary
British American Tobacco p.l.c.
28 April 2021
Enquiries:
Investor Relations British American Tobacco Investor Relations
Mike Nightingale / Victoria Buxton / William Houston / John Harney
+44 20 7845 1180 / 2012 / 1138 / 1263
British American Tobacco Press Office
+44 (0) 20 7845 2888 (24 hours) | @BATplc
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