Rolls-Royce Holdings plc
Results of Annual General Meeting
The Annual General Meeting of Rolls-Royce Holdings plc (the Company) was held at 11.00am on
11 May 2023 at the Aztec Hotel, Aztec West, Almondsbury, Bristol, BS32 4TS.
The poll results on all 19 resolutions at the Annual General Meeting were as follows. Resolution 12 was withdrawn prior to the Annual General Meeting as Sir Kevin Smith stepped down on 11 May 2023, as announced on 10 May 2023.
| 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 | 5,422,298,556 | 21,181,474 | 5,443,480,030 | 109,835,667 | 99.61 |
| Resolution 2 | Directors' remuneration report | 4,894,967,977 | 656,792,687 | 5,551,760,664 | 1,563,614 | 88.17 |
| Resolution 3 | Re-elect Dame Anita Frew | 5,270,524,065 | 278,151,757 | 5,548,675,822 | 4,642,844 | 94.99 |
| Resolution 4 | Elect Tufan Erginbilgic | 5,549,809,410 | 1,923,954 | 5,551,733,364 | 1,587,028 | 99.97 |
| Resolution 5 | Re-elect Panos Kakoullis | 5,489,609,454 | 62,629,350 | 5,552,238,804 | 1,078,712 | 98.87 |
| Resolution 6 | Re-elect Paul Adams | 5,453,167,630 | 99,167,295 | 5,552,334,925 | 976,691 | 98.21 |
| Resolution 7 | Re-elect George Culmer | 5,441,751,776 | 109,913,365 | 5,551,665,141 | 1,645,101 | 98.02 |
| Resolution 8 | Re-elect Lord Jitesh Gadhia | 5,318,665,016 | 233,008,394 | 5,551,673,410 | 1,633,000 | 95.80 |
| Resolution 9 | Re-elect Beverly Goulet | 5,441,701,486 | 109,983,628 | 5,551,685,114 | 1,630,208 | 98.02 |
| Resolution 10 | Re-elect Nick Luff | 5,459,035,448 | 92,678,963 | 5,551,714,411 | 1,599,163 | 98.33 |
| Resolution 11 | Re-elect Wendy Mars | 5,384,060,543 | 167,691,914 | 5,551,752,457 | 1,562,865 | 96.98 |
| Resolution 12 | Re-elect Sir Kevin Smith CBE | RESOLUTION WITHDRAWN | ||||
| Resolution 13 | Re-elect Dame Angela Strank | 5,457,695,176 | 94,161,213 | 5,551,856,389 | 1,456,859 | 98.30 |
| Resolution 14 | Re-appoint PricewaterhouseCoopers LLP | 5,542,812,802 | 9,344,145 | 5,552,156,947 | 1,165,298 | 99.83 |
| Resolution 15 | Auditor's remuneration | 5,550,631,677 | 1,350,360 | 5,551,982,037 | 1,323,922 | 99.98 |
| Resolution 16 | Political donations | 5,471,923,797 | 51,488,002 | 5,523,411,799 | 29,943,628 | 99.07 |
| Resolution 17 | Authorise Directors to allot shares | 5,379,469,054 | 172,267,387 | 5,551,736,441 | 1,585,473 | 96.90 |
| Special Resolutions | For | Against | Total Votes (Excluding Votes Withheld) | Votes Withheld | %For | |
| Resolution 18 | Disapplication of pre-emption rights | 5,493,821,869 | 19,524,535 | 5,513,346,404 | 39,968,035 | 99.65 |
| Resolution 19 | Authority to purchase own shares | 5,502,321,043 | 12,249,374 | 5,514,570,417 | 38,754,143 | 99.78 |
In accordance with Listing Rule 9.6.1, copies of the Special Resolutions passed at the Annual General Meeting have been 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
The number of Ordinary Shares in issue on 11 May 2023 was 8,367,596,989.
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: 66.35%
Enquiries:
Nicola Carroll FCG, Corporate Governance Director
Governanceteam@rolls-royce.com
LEI: 213800EC7997ZBLZJH69
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