REG - Rolls-Royce Holdings - Notice of Results

Rolls-Royce HoldingsAnnouncement

23/05/2024 16:15

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RNS Number : 7225P  Rolls-Royce Holdings plc  23 May 2024

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     Authority to purchase own shares                                     5,192,898,310  14,301,516   5,207,199,826                           13,580,140      99.73

 24
 Resolution     Adoption of new Articles of Association                              5,218,012,765  965,017      5,218,977,782                           1,725,344       99.98

 25

 

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
(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
(http://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  Adoption of new Articles of Association  840,455,295  10,891,251  843,299,647                             8,046,899       98.72

 1

 

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

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