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Results of Voting at 2019 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 2019 ANNUAL GENERAL MEETING
The Annual General Meeting of British American Tobacco p.l.c. was held at Hilton London Bankside, 2-8
Great Suffolk Street, London, SE1 0UG on 25 April 2019 at 11.30am.
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 20 March 2019. Each shareholder, present in person or by proxy, was entitled to one vote
per ordinary share of 25p held.
Resolution 1
Receipt of 2018 Report and Accounts
For - Note (b) 1,755,258,446
Percent of Votes Cast 99.20%
Percent of Issued Share Capital 76.52%
Against 14,169,779
Percent of Votes Cast 0.80%
Percent of Issued Share Capital 0.62%
Total Votes Cast (Excl. Votes Withheld) 1,769,428,225
Percent of Issued Share Capital 77.14%
Votes Withheld - Note (c) 4,387,903
Resolution 2
Approval of the Directors’ Remuneration Policy
For - Note (b) 1,641,331,721
Percent of Votes Cast 92.63%
Percent of Issued Share Capital 71.56%
Against 130,661,885
Percent of Votes Cast 7.37%
Percent of Issued Share Capital 5.70%
Total Votes Cast (Excl. Votes Withheld) 1,771,993,606
Percent of Issued Share Capital 77.25%
Votes Withheld - Note (c) 1,820,757
Resolution 3
Approval of 2018 Directors' Remuneration Report
For - Note (b) 1,554,311,783
Percent of Votes Cast 87.71%
Percent of Issued Share Capital 67.76%
Against 217,722,528
Percent of Votes Cast 12.29%
Percent of Issued Share Capital 9.49%
Total Votes Cast (Excl. Votes Withheld) 1,772,034,311
Percent of Issued Share Capital 77.25%
Votes Withheld - Note (c) 1,780,043
Resolution 4
Reappointment of KPMG LLP as Auditors
For - Note (b) 1,755,452,554
Percent of Votes Cast 99.04%
Percent of Issued Share Capital 76.53%
Against 17,102,365
Percent of Votes Cast 0.96%
Percent of Issued Share Capital 0.75%
Total Votes Cast (Excl. Votes Withheld) 1,772,554,919
Percent of Issued Share Capital 77.28%
Votes Withheld - Note (c) 1,258,515
Resolution 5
Authority for the Audit Committee to agree the Auditors' remuneration
For - Note (b) 1,769,189,128
Percent of Votes Cast 99.81%
Percent of Issued Share Capital 77.13%
Against 3,321,904
Percent of Votes Cast 0.19%
Percent of Issued Share Capital 0.14%
Total Votes Cast (Excl. Votes Withheld) 1,772,511,032
Percent of Issued Share Capital 77.27%
Votes Withheld - Note (c) 1,303,327
Resolution 6
Re-election of Richard Burrows as a Director
For - Note (b) 1,735,711,221
Percent of Votes Cast 98.16%
Percent of Issued Share Capital 75.67%
Against 32,576,210
Percent of Votes Cast 1.84%
Percent of Issued Share Capital 1.42%
Total Votes Cast (Excl. Votes Withheld) 1,768,287,431
Percent of Issued Share Capital 77.09%
Votes Withheld - Note (c) 5,526,927
Resolution 7
Re-election of Sue Farr as a Director
For - Note (b) 1,750,116,750
Percent of Votes Cast 98.74%
Percent of Issued Share Capital 76.30%
Against 22,273,290
Percent of Votes Cast 1.26%
Percent of Issued Share Capital 0.97%
Total Votes Cast (Excl. Votes Withheld) 1,772,390,040
Percent of Issued Share Capital 77.27%
Votes Withheld - Note (c) 1,424,318
Resolution 8
Re-election of Dr Marion Helmes as a Director
For - Note (b) 1,509,106,829
Percent of Votes Cast 86.08%
Percent of Issued Share Capital 65.79%
Against 244,007,212
Percent of Votes Cast 13.92%
Percent of Issued Share Capital 10.64%
Total Votes Cast (Excl. Votes Withheld) 1,753,114,041
Percent of Issued Share Capital 76.43%
Votes Withheld - Note (c) 20,700,318
Resolution 9
Re-election of Luc Jobin as a Director
For - Note (b) 1,737,043,650
Percent of Votes Cast 98.12%
Percent of Issued Share Capital 75.73%
Against 33,217,228
Percent of Votes Cast 1.88%
Percent of Issued Share Capital 1.45%
Total Votes Cast (Excl. Votes Withheld) 1,770,260,878
Percent of Issued Share Capital 77.18%
Votes Withheld - Note (c) 3,553,480
Resolution 10
Re-election of Holly Keller Koeppel as a Director
For - Note (b) 1,727,827,523
Percent of Votes Cast 97.60%
Percent of Issued Share Capital 75.33%
Against 42,455,650
Percent of Votes Cast 2.40%
Percent of Issued Share Capital 1.85%
Total Votes Cast (Excl. Votes Withheld) 1,770,283,173
Percent of Issued Share Capital 77.18%
Votes Withheld - Note (c) 3,531,185
Resolution 11
Re-election of Savio Kwan as a Director
For - Note (b) 1,749,939,115
Percent of Votes Cast 99.24%
Percent of Issued Share Capital 76.29%
Against 13,336,671
Percent of Votes Cast 0.76%
Percent of Issued Share Capital 0.58%
Total Votes Cast (Excl. Votes Withheld) 1,763,275,786
Percent of Issued Share Capital 76.87%
Votes Withheld - Note (c) 10,538,572
Resolution 12
Re-election of Dimitri Panayotopoulos as a Director
For - Note (b) 1,736,879,545
Percent of Votes Cast 98.00%
Percent of Issued Share Capital 75.72%
Against 35,469,989
Percent of Votes Cast 2.00%
Percent of Issued Share Capital 1.55%
Total Votes Cast (Excl. Votes Withheld) 1,772,349,534
Percent of Issued Share Capital 77.27%
Votes Withheld - Note (c) 1,464,824
Resolution 13
Re-election of Kieran Poynter as a Director
For - Note (b) 1,761,903,520
Percent of Votes Cast 99.41%
Percent of Issued Share Capital 76.81%
Against 10,455,380
Percent of Votes Cast 0.59%
Percent of Issued Share Capital 0.46%
Total Votes Cast (Excl. Votes Withheld) 1,772,358,900
Percent of Issued Share Capital 77.27%
Votes Withheld - Note (c) 1,453,633
Resolution 14
Re-election of Ben Stevens as a Director
For - Note (b) 1,757,750,998
Percent of Votes Cast 99.17%
Percent of Issued Share Capital 76.63%
Against 14,631,254
Percent of Votes Cast 0.83%
Percent of Issued Share Capital 0.64%
Total Votes Cast (Excl. Votes Withheld) 1,772,382,252
Percent of Issued Share Capital 77.27%
Votes Withheld - Note (c) 1,432,107
Resolution 15
Election of Jack Bowles as a Director
For - Note (b) 1,771,054,287
Percent of Votes Cast 99.93%
Percent of Issued Share Capital 77.21%
Against 1,308,620
Percent of Votes Cast 0.07%
Percent of Issued Share Capital 0.06%
Total Votes Cast (Excl. Votes Withheld) 1,772,362,907
Percent of Issued Share Capital 77.27%
Votes Withheld - Note (c) 1,451,147
Resolution 16
Renewal of Directors' authority to allot shares
For - Note (b) 1,318,793,706
Percent of Votes Cast 74.41%
Percent of Issued Share Capital 57.49%
Against 453,657,814
Percent of Votes Cast 25.59%
Percent of Issued Share Capital 19.78%
Total Votes Cast (Excl. Votes Withheld) 1,772,451,520
Percent of Issued Share Capital 77.27%
Votes Withheld - Note (c) 1,354,742
Resolution 17 - Note (d)
Renewal of Directors' authority to disapply pre-emption rights
For - Note (b) 1,628,790,313
Percent of Votes Cast 92.03%
Percent of Issued Share Capital 71.01%
Against 141,102,479
Percent of Votes Cast 7.97%
Percent of Issued Share Capital 6.15%
Total Votes Cast (Excl. Votes Withheld) 1,769,892,792
Percent of Issued Share Capital 77.16%
Votes Withheld - Note (c) 3,919,591
Resolution 18 - Note (d)
Authority for the Company to purchase its own shares
For - Note (b) 1,737,471,044
Percent of Votes Cast 98.06%
Percent of Issued Share Capital 75.75%
Against 34,420,824
Percent of Votes Cast 1.94%
Percent of Issued Share Capital 1.50%
Total Votes Cast (Excl. Votes Withheld) 1,771,891,868
Percent of Issued Share Capital 77.25%
Votes Withheld - Note (c) 1,922,413
Resolution 19
Authority to make donations to political organisations and to incur political expenditure
For - Note (b) 1,627,423,634
Percent of Votes Cast 92.03%
Percent of Issued Share Capital 70.95%
Against 141,003,499
Percent of Votes Cast 7.97%
Percent of Issued Share Capital 6.15%
Total Votes Cast (Excl. Votes Withheld) 1,768,427,133
Percent of Issued Share Capital 77.10%
Votes Withheld - Note (c) 5,382,676
Resolution 20 - Note (d)
Notice period for General Meetings
For - Note (b) 1,594,625,564
Percent of Votes Cast 89.96%
Percent of Issued Share Capital 69.52%
Against 177,886,991
Percent of Votes Cast 10.04%
Percent of Issued Share Capital 7.76%
Total Votes Cast (Excl. Votes Withheld) 1,772,512,555
Percent of Issued Share Capital 77.27%
Votes Withheld - Note (c) 1,301,344
Notes:
(a) The total number of ordinary shares in issue (excluding treasury shares) at the close of business on
Wednesday 24 April 2019 was 2,293,775,200.
(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 17, 18 and
20 will be submitted to the National Storage Mechanism as soon as practicable and will be
available for inspection at www.morningstar.co.uk/uk/nsm. 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.
However, in relation to resolution 16 (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. 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 are aware that
some institutional investors, particularly in South Africa, have specific policies against supporting this type of
resolution. Following the outcome of today’s vote, we will continue our ongoing engagement with
shareholders to better understand the position of those for which this authority continues to present
concerns and will keep best practice in this area under review.
P McCrory
Secretary
British American Tobacco p.l.c.
25 April 2019
Enquiries:
Investor Relations
Mike Nightingale/Rachael Brierley/John Harney
+44 20 7845 1180/1519/1263
British American Tobacco Press Office
+44 (0) 20 7845 2888 (24 hours) | @BATPress
Sponsor: UBS South Africa (Pty) Ltd
Date: 25/04/2019 05:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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