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Results of voting at the 2020 annual general meeting
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." or "the Company")
BRITISH AMERICAN TOBACCO p.l.c.
RESULTS OF VOTING AT THE 2020 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 30 April 2020.
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 26 March 2020. 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 2019 Report and Accounts
For - Note (b) 1,740,970,434
Percent of Votes Cast 99.75%
Percent of Issued Share Capital 75.89%
Against 4,425,123
Percent of Votes Cast 0.25%
Percent of Issued Share Capital 0.19%
Total Votes Cast (Excl. Votes Withheld) 1,745,395,557
Percent of Issued Share Capital 76.08%
Votes Withheld - Note (c) 4,221,144
Resolution 2
Approval of the 2019 Directors’ Remuneration Report
For - Note (b) 1,081,334,586
Percent of Votes Cast 61.94%
Percent of Issued Share Capital 47.13%
Against 664,416,231
Percent of Votes Cast 38.06%
Percent of Issued Share Capital 28.96%
Total Votes Cast (Excl. Votes Withheld) 1,745,750,817
Percent of Issued Share Capital 76.09%
Votes Withheld - Note (c) 3,859,408
Resolution 3
Reappointment of KPMG LLP as Auditors
For - Note (b) 1,735,990,590
Percent of Votes Cast 99.72%
Percent of Issued Share Capital 75.67%
Against 4,868,206
Percent of Votes Cast 0.28%
Percent of Issued Share Capital 0.21%
Total Votes Cast (Excl. Votes Withheld) 1,740,858,796
Percent of Issued Share Capital 75.88%
Votes Withheld - Note (c) 8,757,294
Resolution 4
Authority for the Audit Committee to agree the Auditors'
remuneration
For - Note (b) 1,745,866,826
Percent of Votes Cast 99.85%
Percent of Issued Share Capital 76.10%
Against 2,546,932
Percent of Votes Cast 0.15%
Percent of Issued Share Capital 0.11%
Total Votes Cast (Excl. Votes Withheld) 1,748,413,758
Percent of Issued Share Capital 76.21%
Votes Withheld - Note (c) 1,202,332
Resolution 5
Re-election of Jack Bowles as a Director
For - Note (b) 1,747,172,139
Percent of Votes Cast 99.93%
Percent of Issued Share Capital 76.16%
Against 1,261,832
Percent of Votes Cast 0.07%
Percent of Issued Share Capital 0.06%
Total Votes Cast (Excl. Votes Withheld) 1,748,433,971
Percent of Issued Share Capital 76.21%
Votes Withheld - Note (c) 1,182,312
Resolution 6
Re-election of Richard Burrows as a Director
For - Note (b) 1,695,365,535
Percent of Votes Cast 98.74%
Percent of Issued Share Capital 73.90%
Against 21,668,118
Percent of Votes Cast 1.26%
Percent of Issued Share Capital 0.94%
Total Votes Cast (Excl. Votes Withheld) 1,717,033,653
Percent of Issued Share Capital 74.84%
Votes Withheld - Note (c) 32,578,544
Resolution 7
Re-election of Sue Farr as a Director
For - Note (b) 1,574,164,446
Percent of Votes Cast 90.04%
Percent of Issued Share Capital 68.61%
Against 174,151,876
Percent of Votes Cast 9.96%
Percent of Issued Share Capital 7.59%
Total Votes Cast (Excl. Votes Withheld) 1,748,316,322
Percent of Issued Share Capital 76.21%
Votes Withheld - Note (c) 1,300,380
Resolution 8
Re-election of Dr Marion Helmes as a Director
For - Note (b) 1,442,383,287
Percent of Votes Cast 82.50%
Percent of Issued Share Capital 62.87%
Against 305,924,198
Percent of Votes Cast 17.50%
Percent of Issued Share Capital 13.33%
Total Votes Cast (Excl. Votes Withheld) 1,748,307,485
Percent of Issued Share Capital 76.21%
Votes Withheld - Note (c) 1,309,217
Resolution 9
Re-election of Luc Jobin as a Director
For - Note (b) 1,744,591,256
Percent of Votes Cast 99.79%
Percent of Issued Share Capital 76.04%
Against 3,720,551
Percent of Votes Cast 0.21%
Percent of Issued Share Capital 0.16%
Total Votes Cast (Excl. Votes Withheld) 1,748,311,807
Percent of Issued Share Capital 76.21%
Votes Withheld - Note (c) 1,304,895
Resolution 10
Re-election of Holly Keller Koeppel as a Director
For - Note (b) 1,737,209,181
Percent of Votes Cast 99.37%
Percent of Issued Share Capital 75.72%
Against 11,060,683
Percent of Votes Cast 0.63%
Percent of Issued Share Capital 0.48%
Total Votes Cast (Excl. Votes Withheld) 1,748,269,864
Percent of Issued Share Capital 76.20%
Votes Withheld - Note (c) 1,346,837
Resolution 11
Re-election of Savio Kwan as a Director
For - Note (b) 1,574,429,906
Percent of Votes Cast 90.06%
Percent of Issued Share Capital 68.63%
Against 173,860,989
Percent of Votes Cast 9.94%
Percent of Issued Share Capital 7.58%
Total Votes Cast (Excl. Votes Withheld) 1,748,290,895
Percent of Issued Share Capital 76.20%
Votes Withheld - Note (c) 1,325,807
Resolution 12
Re-election of Dimitri Panayotopoulos as a Director
For - Note (b) 1,557,526,215
Percent of Votes Cast 89.17%
Percent of Issued Share Capital 67.89%
Against 189,154,129
Percent of Votes Cast 10.83%
Percent of Issued Share Capital 8.24%
Total Votes Cast (Excl. Votes Withheld) 1,746,680,344
Percent of Issued Share Capital 76.13%
Votes Withheld - Note (c) 2,936,358
Resolution 13
Election of Jeremy Fowden as a Director
For - Note (b) 1,743,843,438
Percent of Votes Cast 99.75%
Percent of Issued Share Capital 76.01%
Against 4,432,406
Percent of Votes Cast 0.25%
Percent of Issued Share Capital 0.19%
Total Votes Cast (Excl. Votes Withheld) 1,748,275,844
Percent of Issued Share Capital 76.20%
Votes Withheld - Note (c) 1,340,858
Resolution 14
Election of Tadeu Marroco as a Director
For - Note (b) 1,735,186,834
Percent of Votes Cast 99.25%
Percent of Issued Share Capital 75.63%
Against 13,069,808
Percent of Votes Cast 0.75%
Percent of Issued Share Capital 0.57%
Total Votes Cast (Excl. Votes Withheld) 1,748,256,642
Percent of Issued Share Capital 76.20%
Votes Withheld - Note (c) 1,360,060
Resolution 15
Renewal of Directors' authority to allot shares
For - Note (b) 1,265,356,664
Percent of Votes Cast 72.38%
Percent of Issued Share Capital 55.15%
Against 482,742,343
Percent of Votes Cast 27.62%
Percent of Issued Share Capital 21.04%
Total Votes Cast (Excl. Votes Withheld) 1,748,099,007
Percent of Issued Share Capital 76.20%
Votes Withheld - Note (c) 1,517,694
Resolution 16 - Note (d)
Renewal of Directors' authority to disapply pre-emption rights
For - Note (b) 1,468,920,343
Percent of Votes Cast 84.04%
Percent of Issued Share Capital 64.03%
Against 278,978,193
Percent of Votes Cast 15.96%
Percent of Issued Share Capital 12.16%
Total Votes Cast (Excl. Votes Withheld) 1,747,898,536
Percent of Issued Share Capital 76.19%
Votes Withheld - Note (c) 1,718,159
Resolution 17 - Note (d)
Authority for the Company to purchase its own shares
For - Note (b) 1,701,849,997
Percent of Votes Cast 97.37%
Percent of Issued Share Capital 74.18%
Against 46,037,064
Percent of Votes Cast 2.63%
Percent of Issued Share Capital 2.01%
Total Votes Cast (Excl. Votes Withheld) 1,747,887,061
Percent of Issued Share Capital 76.19%
Votes Withheld - Note (c) 1,729,639
Resolution 18
Approval of the British American Tobacco Restricted Share Plan
For - Note (b) 1,649,978,029
Percent of Votes Cast 94.40%
Percent of Issued Share Capital 71.92%
Against 97,967,371
Percent of Votes Cast 5.60%
Percent of Issued Share Capital 4.27%
Total Votes Cast (Excl. Votes Withheld) 1,747,945,400
Percent of Issued Share Capital 76.19%
Votes Withheld - Note (c) 1,665,229
Resolution 19
Authority to make donations to political organisations and to incur political expenditure
For - Note (b) 1,585,976,112
Percent of Votes Cast 90.74%
Percent of Issued Share Capital 69.13%
Against 161,774,633
Percent of Votes Cast 9.26%
Percent of Issued Share Capital 7.05%
Total Votes Cast (Excl. Votes Withheld) 1,747,750,745
Percent of Issued Share Capital 76.18%
Votes Withheld - Note (c) 1,862,566
Resolution 20 - Note (d)
Notice period for General Meetings
For - Note (b) 1,568,197,534
Percent of Votes Cast 89.70%
Percent of Issued Share Capital 68.35%
Against 180,156,371
Percent of Votes Cast 10.30%
Percent of Issued Share Capital 7.85%
Total Votes Cast (Excl. Votes Withheld) 1,748,353,905
Percent of Issued Share Capital 76.21%
Votes Withheld - Note (c) 1,262,797
Notes:
(a) The total number of ordinary shares in issue (excluding treasury shares) at the close of business on
Wednesday 29 April 2020 was 2,294,203,487.
(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 16, 17 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 today with the requisite majority of
votes.
Resolution 2 - Directors’ Remuneration Report
In respect of resolution 2 (Directors’ Remuneration Report), we acknowledge that a significant minority of
shareholders chose not to support this resolution.
This year, as with every year, the Remuneration Committee has given careful consideration to executive
remuneration. Our executive remuneration arrangements are fully in line with our Directors’ Remuneration
Policy which was approved by a significant majority of our shareholders at our 2019 Annual General
Meeting with 92.6% of votes in favour of the policy.
However, the views of all our shareholders are important to us and we will continue to listen to their views
to better understand the specific concerns of those who voted against this resolution. Prior to today’s
Annual General Meeting, we engaged with a number of our shareholders on our executive remuneration
arrangements and we will continue to actively engage shareholders on this important topic during 2020.
Resolution 15 - Authority to allot shares
We acknowledge that a number of our shareholders did not support this resolution. It remains standard
market practice for many UK FTSE listed companies to retain this type of authority. 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.
However, we remain aware 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 engagement with shareholders for which this authority presents concern and will keep best
practice in this area under review.
P McCrory
Secretary
British American Tobacco p.l.c.
30 April 2020
Enquiries:
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) | @BATPress
Sponsor: UBS South Africa (Pty) Ltd
Date: 30-04-2020 05:00:00
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