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 23
May 2024 at the Rolls-Royce Learning and
Development Centre, Wilmore Road, Derby, DE24
9BD.
|
The poll results on all 25
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
|
5,165,206,631
|
11,734,762
|
5,176,941,393
|
43,803,398
|
99.77
|
|
Resolution 2
|
Directors' remuneration
policy
|
4,984,345,255
|
230,098,759
|
5,214,444,014
|
6,268,408
|
95.59
|
|
Resolution 3
|
Directors' remuneration
report
|
5,114,309,895
|
104,645,100
|
5,218,954,995
|
1,753,668
|
97.99
|
|
Resolution 4
|
Re-elect Dame Anita Frew
|
5,029,146,652
|
190,024,951
|
5,219,171,603
|
1,560,043
|
96.36
|
|
Resolution 5
|
Re-elect Tufan Erginbilgic
|
5,215,960,283
|
3,807,391
|
5,219,767,674
|
1,019,648
|
99.93
|
|
Resolution 6
|
Elect Helen McCabe
|
5,208,202,550
|
11,306,894
|
5,219,509,444
|
1,226,175
|
99.78
|
|
Resolution 7
|
Re-elect George Culmer
|
5,157,252,545
|
62,172,994
|
5,219,425,539
|
1,309,598
|
98.81
|
|
Resolution 8
|
Elect Birgit Behrendt
|
5,115,334,558
|
103,841,488
|
5,219,176,046
|
1,554,662
|
98.01
|
|
Resolution 9
|
Elect Stuart Bradie
|
5,159,766,808
|
59,343,487
|
5,219,110,295
|
1,612,352
|
98.86
|
|
Resolution 10
|
Elect Paulo Cesar Silva
|
5,217,992,678
|
1,094,012
|
5,219,086,690
|
1,641,155
|
99.98
|
|
Resolution 11
|
Re-elect Lord Jitesh
Gadhia
|
4,966,620,256
|
252,845,056
|
5,219,465,312
|
1,265,805
|
95.16
|
|
Resolution 12
|
Re-elect Beverly Goulet
|
5,157,556,319
|
61,893,826
|
5,219,450,145
|
1,282,559
|
98.81
|
|
Resolution 13
|
Re-elect Nick Luff
|
5,151,257,590
|
68,142,955
|
5,219,400,545
|
1,322,519
|
98.69
|
|
Resolution 14
|
Re-elect Wendy Mars
|
5,177,892,275
|
41,579,488
|
5,219,471,763
|
1,254,189
|
99.20
|
|
Resolution 15
|
Re-elect Dame Angela
Strank
|
5,179,229,058
|
40,254,250
|
5,219,483,308
|
1,252,151
|
99.23
|
|
Resolution 16
|
Re-appoint PricewaterhouseCoopers
LLP
|
5,203,747,369
|
15,561,650
|
5,219,309,019
|
1,417,091
|
99.70
|
|
Resolution 17
|
Auditor's remuneration
|
5,218,096,197
|
1,463,913
|
5,219,560,110
|
1,145,286
|
99.97
|
|
Resolution 18
|
Political donations
|
5,128,180,406
|
64,067,773
|
5,192,248,179
|
28,478,988
|
98.77
|
|
Resolution 19
|
Authorise Directors to allot
shares
|
5,021,447,265
|
198,037,625
|
5,219,484,890
|
1,190,752
|
96.21
|
|
Resolution 20
|
Approval of the Rolls-Royce Global
Employee Share Purchase Plan
|
5,218,097,326
|
1,598,634
|
5,219,695,960
|
1,056,565
|
99.97
|
|
Resolution 21
|
Approval of the Rolls-Royce Long
Term Incentive Plan
|
5,152,955,821
|
62,117,369
|
5,215,073,190
|
5,687,887
|
98.81
|
|
Resolution 22
|
Remuneration of Non-Executive
Directors
|
5,200,333,203
|
19,085,470
|
5,219,418,673
|
1,282,382
|
99.63
|
|
|
|
Special Resolutions
|
For
|
Against
|
Total Votes
(Excluding Votes Withheld)
|
Votes
Withheld
|
%For
|
|
Resolution 23
|
Disapplication of pre-emption
rights
|
5,156,294,340
|
55,062,561
|
5,211,356,901
|
9,343,702
|
98.94
|
|
Resolution
24
|
Authority to purchase own
shares
|
5,192,898,310
|
14,301,516
|
5,207,199,826
|
13,580,140
|
99.73
|
|
Resolution
25
|
Adoption of new Articles of
Association
|
5,218,012,765
|
965,017
|
5,218,977,782
|
1,725,344
|
99.98
|
In accordance with Listing Rule
9.6.1, copies of the following documents will be 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
·
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 Resolutions
|
For
|
Against
|
Total Votes
(Excluding Votes Withheld)
|
Votes
Withheld
|
%For
|
|
Resolution
1
|
Adoption of new Articles of
Association
|
840,455,295
|
10,891,251
|
843,299,647
|
8,046,899
|
98.72
|
|
|
|
|
|
|
| |
The number of Ordinary Shares in
issue on 23 May 2024 was 8,416,696,989.
The number of C Shares in issue on
23 May 2024 was 22,869,088,353.
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: 62.02%
% of issued share capital voted at
the General Meeting of C Shares:
Enquiries:
Nicola Carroll FCG, Corporate
Governance Director
Governanceteam@rolls-royce.com
LEI: 213800EC7997ZBLZJH69