RATHBONE BROTHERS PLC ('Rathbones')
RESULTS OF THE 2021 ANNUAL GENERAL MEETING
NOTIFICATION REQUIRED BY LISTING RULE 9.6.18
At the fiftieth Annual General Meeting of the Company held at 8 Finsbury Circus, London, EC2M 7AZ on Thursday 6 May 2021, all the resolutions proposed (which were contained in the Notice of Meeting dated 6 April 2021) were passed on a poll.
Resolutions 1 to 16 were ordinary resolutions and resolutions 17 to 20 were special resolutions.
The full text of the resolutions is set out in the Notice of Annual General Meeting, a copy of which is on the Company's website at www.rathbones.com/investor-relations/corporate-governance/general-meetings A copy has also been made available for inspection through the Financial Conduct Authority via the National Storage Mechanism which can be found at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The results of the poll were as follows:
| | Resolution | For | % | Against | % | Votes cast | Votes cast as a % of the voting capital | Withheld |
| 1 | To adopt the report and accounts for the year ended 31 December 2020 | 44,536,870 | 100.00 | 83 | 0.00 | 44,536,953 | 76.21% | 117,843 |
| 2 | To approve the directors' remuneration report for the year ended 31 December 2020 | 44,313,656 | 99.96 | 17,439 | 0.04 | 44,331,095 | 75.86% | 323,701 |
| 3 | To approve the directors' remuneration policy | 39,752,472 | 89.68 | 4,576,369 | 10.32 | 44,328,841 | 75.86% | 325,955 |
| 4 | To approve the Rathbone Brothers Plc Executive Share Performance Plan ('ESPP') | 40,308,825 | 90.93 | 4,020,316 | 9.07 | 44,329,141 | 75.86% | 325,655 |
| 5 | To declare a final dividend of 47p per share for the year ended 31 December 2020 | 44,635,079 | 99.98 | 7,417 | 0.02 | 44,642,496 | 76.39% | 12,300 |
| 6 | To elect Clive Bannister as a director | 44,633,607 | 99.99 | 3,392 | 0.01 | 44,636,999 | 76.38% | 17,797 |
| 7 | To re-elect Paul Stockton as a director | 44,638,380 | 99.99 | 3,643 | 0.01 | 44,642,023 | 76.39% | 12,773 |
| 8 | To re-elect Jennifer Mathias as a director | 44,615,050 | 99.95 | 22,538 | 0.05 | 44,637,588 | 76.38% | 17,208 |
| 9 | To re-elect Colin Clark as a director | 41,333,009 | 92.62 | 3,292,237 | 7.38 | 44,625,246 | 76.36% | 29,550 |
| 10 | To re-elect James Dean as a director | 44,489,668 | 99.81 | 83,923 | 0.19 | 44,573,591 | 76.28% | 81,205 |
| 11 | To re-elect Terri Duhon as a director | 41,331,154 | 92.62 | 3,292,154 | 7.38 | 44,623,308 | 76.36% | 31,488 |
| 12 | To re-elect Sarah Gentleman as a director | 40,663,645 | 91.13 | 3,959,663 | 8.87 | 44,623,308 | 76.36% | 31,488 |
| 13 | To re-appoint Deloitte LLP as auditors of the company | 44,326,688 | 99.30 | 311,447 | 0.70 | 44,638,135 | 76.39% | 16,661 |
| 14 | To authorise the audit committee to agree the remuneration of the auditors | 44,314,504 | 99.27 | 323,630 | 0.73 | 44,638,134 | 76.39% | 16,662 |
| 15 | To approve an authority to make political donations and to incur political expenditure | 43,783,614 | 98.11 | 842,747 | 1.89 | 44,626,361 | 76.37% | 28,435 |
| 16 | To approve a general authority to allot ordinary shares | 41,241,323 | 92.39 | 3,398,945 | 7.61 | 44,640,268 | 76.39% | 14,528 |
| 17 | To authorise the disapplication of pre-emption rights | 44,512,211 | 99.74 | 114,969 | 0.26 | 44,627,180 | 76.37% | 27,616 |
| 18 | To further authorise the disapplication of pre-emption rights regarding shares issued in connection with an acquisition or capital investment | 40,205,521 | 90.10 | 4,420,145 | 9.90 | 44,625,666 | 76.36% | 29,130 |
| 19 | To authorise market purchases of ordinary shares | 44,291,600 | 99.25 | 333,996 | 0.75 | 44,625,596 | 76.36% | 29,200 |
| 20 | To authorise the convening of a general meeting (other than the AGM) of not less than 14 days' notice | 40,581,268 | 90.91 | 4,059,415 | 9.09 | 44,640,683 | 76.39% | 14,113 |
For the purposes of section 341 of the Companies Act 2006, the votes cast are expressed as a percentage of 58,437,697 ordinary shares. A vote "withheld" is not a vote in law and has not been counted as a vote "for" or "against" a resolution. In accordance with Listing Rule 9.6.2, a copy of the resolutions passed at today's AGM will be submitted to the Financial Conduct Authority via the National Storage Mechanism.
Ali Johnson
Company Secretary
Email: CompanySecretariat@rathbones.com
Tel: 07901 118456
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