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Results Of Voting At The 2023 Annual General Meeting

Published: 2023-04-20 08:05:58 ET
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British American Tobacco p.l.c.
Incorporated in England and Wales
(Registration number: 03407696)
Short name: BATS
Share code: BTI
ISIN number: GB0002875804


BRITISH AMERICAN TOBACCO p.l.c. (the “Company”)
RESULTS OF VOTING AT THE 2023 ANNUAL GENERAL MEETING

The Annual General Meeting (“the “AGM”) of the Company was held at 11.30am on 19 April 2023 at the
Hilton London Bankside, 2-8 Great Suffolk St, London, SE1 0UG.

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 6 March 2023. 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.

  Resolution 1
  Receipt of 2022 Report and Accounts
  For - Note (b)                                                                           1,675,317,502
  Percent of Votes Cast                                                                           99.90%
  Percent of Issued Share Capital                                                                 74.91%
  Against                                                                                      1,632,861
  Percent of Votes Cast                                                                            0.10%
  Percent of Issued Share Capital                                                                  0.07%
  Total Votes Cast (Excl. Votes Withheld)                                                  1,676,950,363
  Percent of Issued Share Capital                                                                 74.99%
  Votes Withheld - Note (c)                                                                    3,249,716

  Resolution 2
  Approval of the 2022 Directors’ Remuneration Report
  For - Note (b)                                                                          1,585,393,499
  Percent of Votes Cast                                                                          95.18%
  Percent of Issued Share Capital                                                                70.89%
  Against                                                                                    80,274,647
  Percent of Votes Cast                                                                           4.82%
  Percent of Issued Share Capital                                                                 3.59%
  Total Votes Cast (Excl. Votes Withheld)                                                 1,665,668,146
  Percent of Issued Share Capital                                                                74.48%
  Votes Withheld - Note (c)                                                                  14,532,234

  Resolution 3
  Reappointment of KPMG LLP as Auditors
  For - Note (b)                                                                           1,670,594,556
  Percent of Votes Cast                                                                           99.55%
  Percent of Issued Share Capital                                                                 74.70%
  Against                                                                                      7,518,651
  Percent of Votes Cast                                                                            0.45%
  Percent of Issued Share Capital                                                                  0.34%
  Total Votes Cast (Excl. Votes Withheld)                                                  1,678,113,207
  Percent of Issued Share Capital                                                                 75.04%
  Votes Withheld - Note (c)                                                                    2,087,332

  Resolution 4
  Authority for the Audit Committee to agree the Auditors’ remuneration
For - Note (b)                                1,676,907,349
Percent of Votes Cast                                99.91%
Percent of Issued Share Capital                      74.99%
Against                                           1,486,493
Percent of Votes Cast                                 0.09%
Percent of Issued Share Capital                       0.07%
Total Votes Cast (Excl. Votes Withheld)       1,678,393,842
Percent of Issued Share Capital                      75.05%
Votes Withheld - Note (c)                         1,807,138

Resolution 5
Re-election of Luc Jobin as a Director
For - Note (b)                                1,638,501,373
Percent of Votes Cast                                97.69%
Percent of Issued Share Capital                      73.27%
Against                                          38,761,881
Percent of Votes Cast                                 2.31%
Percent of Issued Share Capital                       1.73%
Total Votes Cast (Excl. Votes Withheld)       1,677,263,254
Percent of Issued Share Capital                      75.00%
Votes Withheld - Note (c)                         2,937,726

Resolution 6
Re-election of Jack Bowles as a Director
For - Note (b)                                1,672,115,123
Percent of Votes Cast                                99.62%
Percent of Issued Share Capital                      74.77%
Against                                           6,332,799
Percent of Votes Cast                                 0.38%
Percent of Issued Share Capital                       0.28%
Total Votes Cast (Excl. Votes Withheld)       1,678,447,922
Percent of Issued Share Capital                      75.05%
Votes Withheld - Note (c)                         1,753,058

Resolution 7
Re-election of Tadeu Marroco as a Director
For - Note (b)                               1,668,047,741
Percent of Votes Cast                               99.38%
Percent of Issued Share Capital                     74.59%
Against                                         10,376,147
Percent of Votes Cast                                0.62%
Percent of Issued Share Capital                      0.46%
Total Votes Cast (Excl. Votes Withheld)      1,678,423,888
Percent of Issued Share Capital                     75.05%
Votes Withheld - Note (c)                        1,776,987

Resolution 8
Re-election of Kandy Anand as a Director
For - Note (b)                               1,671,004,130
Percent of Votes Cast                               99.63%
Percent of Issued Share Capital                     74.72%
Against                                          6,212,043
Percent of Votes Cast                                0.37%
Percent of Issued Share Capital                      0.28%
Total Votes Cast (Excl. Votes Withheld)      1,677,216,173
Percent of Issued Share Capital                     75.00%
Votes Withheld - Note (c)                                  2,984,807


Resolution 9
Re-election of Sue Farr as a Director
For - Note (b)                                         1,661,194,864
Percent of Votes Cast                                         99.04%
Percent of Issued Share Capital                               74.28%
Against                                                   16,094,213
Percent of Votes Cast                                          0.96%
Percent of Issued Share Capital                                0.72%
Total Votes Cast (Excl. Votes Withheld)                1,677,289,077
Percent of Issued Share Capital                               75.00%
Votes Withheld - Note (c)                                  2,911,903

Resolution 10
Re-election of Karen Guerra as a Director
For - Note (b)                                         1,670,777,703
Percent of Votes Cast                                         99.62%
Percent of Issued Share Capital                               74.71%
Against                                                    6,430,340
Percent of Votes Cast                                          0.38%
Percent of Issued Share Capital                                0.29%
Total Votes Cast (Excl. Votes Withheld)                1,677,208,043
Percent of Issued Share Capital                               75.00%
Votes Withheld - Note (c)                                  2,992,937

Resolution 11
Re-election of Holly Keller Koeppel as a Director
For - Note (b)                                         1,649,153,526
Percent of Votes Cast                                         98.32%
Percent of Issued Share Capital                               73.74%
Against                                                   28,102,908
Percent of Votes Cast                                          1.68%
Percent of Issued Share Capital                                1.26%
Total Votes Cast (Excl. Votes Withheld)                1,677,256,434
Percent of Issued Share Capital                               75.00%
Votes Withheld - Note (c)                                  2,944,476

Resolution 12
Re-election of Dimitri Panayotopoulos as a Director
For - Note (b)                                         1,660,170,624
Percent of Votes Cast                                         98.98%
Percent of Issued Share Capital                               74.24%
Against                                                   17,086,288
Percent of Votes Cast                                          1.02%
Percent of Issued Share Capital                                0.76%
Total Votes Cast (Excl. Votes Withheld)                1,677,256,912
Percent of Issued Share Capital                               75.00%
Votes Withheld - Note (c)                                  2,944,068

Resolution 13
Re-election of Darrell Thomas as a Director
For - Note (b)                                        1,669,910,679
Percent of Votes Cast                                        99.57%
Percent of Issued Share Capital                              74.67%
Against                                                                              7,284,659
Percent of Votes Cast                                                                    0.43%
Percent of Issued Share Capital                                                          0.33%
Total Votes Cast (Excl. Votes Withheld)                                          1,677,195,338
Percent of Issued Share Capital                                                         75.00%
Votes Withheld - Note (c)                                                            3,005,642

Resolution 14
Election of Véronique Laury as a Director
For - Note (b)                                                                    1,672,587,461
Percent of Votes Cast                                                                    99.74%
Percent of Issued Share Capital                                                          74.79%
Against                                                                               4,314,873
Percent of Votes Cast                                                                     0.26%
Percent of Issued Share Capital                                                           0.19%
Total Votes Cast (Excl. Votes Withheld)                                           1,676,902,334
Percent of Issued Share Capital                                                          74.98%
Votes Withheld - Note (c)                                                             3,298,046

Resolution 15
Authority to make donations to political organisations and to incur political expenditure
For - Note (b)                                                                     1,545,644,557
Percent of Votes Cast                                                                      92.21%
Percent of Issued Share Capital                                                            69.12%
Against                                                                               130,633,984
Percent of Votes Cast                                                                       7.79%
Percent of Issued Share Capital                                                             5.84%
Total Votes Cast (Excl. Votes Withheld)                                            1,676,278,541
Percent of Issued Share Capital                                                            74.96%
Votes Withheld - Note (c)                                                               3,917,680

Resolution 16
Renewal of Directors' authority to allot shares
For - Note (b)                                                                    1,497,449,119
Percent of Votes Cast                                                                    89.55%
Percent of Issued Share Capital                                                          66.96%
Against                                                                             174,774,957
Percent of Votes Cast                                                                    10.45%
Percent of Issued Share Capital                                                           7.82%
Total Votes Cast (Excl. Votes Withheld)                                           1,672,224,076
Percent of Issued Share Capital                                                          74.78%
Votes Withheld - Note (c)                                                             7,976,904

Resolution 17 – Note (d)
Authority for the Directors to allot equity securities for cash
For - Note (b)                                                                    1,511,303,601
Percent of Votes Cast                                                                    90.43%
Percent of Issued Share Capital                                                          67.58%
Against                                                                             159,955,821
Percent of Votes Cast                                                                     9.57%
Percent of Issued Share Capital                                                           7.15%
Total Votes Cast (Excl. Votes Withheld)                                           1,671,259,422
Percent of Issued Share Capital                                                          74.73%
Votes Withheld - Note (c)                                                             8,941,558

Resolution 18 – Note (d)
      Authority for the Company to make market purchases of ordinary shares
      For - Note (b)                                                                      1,663,113,521
      Percent of Votes Cast                                                                      99.12%
      Percent of Issued Share Capital                                                            74.37%
      Against                                                                                14,733,588
      Percent of Votes Cast                                                                       0.88%
      Percent of Issued Share Capital                                                             0.66%
      Total Votes Cast (Excl. Votes Withheld)                                             1,677,847,109
      Percent of Issued Share Capital                                                            75.03%
      Votes Withheld - Note (c)                                                               2,353,871

      Resolution 19 - Note (d)
      Notice period for General Meetings
      For - Note (b)                                                                      1,580,393,326
      Percent of Votes Cast                                                                      94.15%
      Percent of Issued Share Capital                                                            70.67%
      Against                                                                                98,132,615
      Percent of Votes Cast                                                                       5.85%
      Percent of Issued Share Capital                                                             4.39%
      Total Votes Cast (Excl. Votes Withheld)                                             1,678,525,941
      Percent of Issued Share Capital                                                            75.06%
      Votes Withheld - Note (c)                                                               1,675,038

      Resolution 20 - Note (d)
      Adoption of new Articles of Association
      For - Note (b)                                                                      1,675,972,363
      Percent of Votes Cast                                                                      99.87%
      Percent of Issued Share Capital                                                            74.94%
      Against                                                                                 2,222,761
      Percent of Votes Cast                                                                       0.13%
      Percent of Issued Share Capital                                                             0.10%
      Total Votes Cast (Excl. Votes Withheld)                                             1,678,195,124
      Percent of Issued Share Capital                                                            75.04%
      Votes Withheld - Note (c)                                                               2,005,856



All resolutions were passed at the Company’s AGM today with the requisite majority of votes.


Savio Kwan, stepped down from the Board as a Non-Executive Director at the conclusion of the Company's
2023 AGM. Mr Kwan’s retirement from the Board follows the Company’s announcement on 9 February
2023, as further set out in the Company’s 2022 Annual Report and Form 20-F.

Notes:

(a)        The total number of ordinary shares in issue (excluding treasury shares) at the close of business on
           Tuesday 18 April 2023 was 2,236,321,754.

(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 Resolutions 16 to 20 along with the
           amended Articles of Association will be submitted to the National Storage Mechanism as soon as
           practicable      and       will     shortly     be      available      for      inspection     at
           https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
(e)      The amended Articles of Association are also available at www.bat.com.


P McCrory
Secretary
British American Tobacco p.l.c.
19 April 2023


Enquiries:

British American Tobacco Media Centre
+44 (0)20 7845 2888 (24 hours) │@BATPlc

Investor Relations
Victoria Buxton / Yetunde Ibe / John Harney:
+44 (0)20 7845 2012 / 1095 / 1263

20 April 2023

Sponsor: Merrill Lynch South Africa (Pty) Ltd t/a BofA Securities