Annual General Meeting 2019
Our AGM was held at 2pm on Tuesday 14 May 2019 at the Edinburgh International Conference Centre. You can see how our shareholders voted below.
Strategic report and financial highlights 2019Opens in new windowThe following resolutions were put to our shareholders at our AGM on 14 May 2019.
| Resolutions | For | Against | Votes Withheld |
| Resolution 1: To receive and consider the Annual report and accounts 2018 | 1,134,747,238 (99.94%) | 667,609 (0.06%) | 1,548,393 |
| Resolution 2: To declare a final dividend for 2018 | 1,135,807,906 (99.93%) | 810,435 (0.07%) | 346,322 |
| Resolution 3: To re-appoint KPMG LLP as auditors | 1,122,475,457 (99.52%) | 5,455,840 (0.48%) | 9,028,563 |
| Resolution 4: To authorise the audit committee to set the auditors’ fees | 1,133,341,617 (99.78%) | 2,534,006 (0.22%) | 1,090,941 |
| Resolution 5: To approve the Directors’ remuneration report, excluding the remuneration policy | 607,428,291 (57.98%) | 440,226,225 (42.02%) | 89,312,048 |
| Resolutions 6A: To re-elect John Devine | 1,124,919,962 (99.11%) | 10,111,032 (0.89%) | 1,935,570 |
| 6B: To re-elect Melanie Gee | 1,124,244,844 (99.05%) | 10,828,301 (0.95%) | 1,891,325 |
| 6C: To re-elect Martin Gilbert | 1,078,488,683 (95.02%) | 56,507,868 (4.98%) | 1,964,763 |
| 6D: To re-elect Rod Paris | 1,120,411,565 (98.71%) | 14,641,651 (1.29%) | 1,913,348 |
| 6E: To re-elect Martin Pike | 1,126,952,475 (99.29%) | 8,114,460 (0.71%) | 1,899,376 |
| 6F: To re-elect Bill Rattray | 1,119,838,882 (98.67%) | 15,045,306 (1.33%) | 2,082,123 |
| 6G: To re-elect Jutta af Rosenborg | 1,098,488,809 (96.79%) | 36,450,765 (3.21%) | 2,018,183 |
| 6H: To re-elect Keith Skeoch | 1,124,675,383 (99.09%) | 10,370,697 (0.91%) | 1,918,885 |
| Resolutions 7A: To elect Sir Douglas Flint | 1,120,303,253 (98.70%) | 14,731,868 (1.30%) | 1,931,443 |
| 7B: To elect Cathleen Raffaeli | 1,126,892,004 (99.29%) | 8,056,564 (0.71%) | 2,012,746 |
| 7C: To elect Stephanie Bruce with effect from 1 June 2019 | 1,119,583,926 (98.65%) | 15,370,632 (1.35%) | 2,001,708 |
| Resolution 8: To provide limited authority to make political donations and to incur political expenditure | 1,107,993,320 (97.64%) | 26,746,723 (2.36%) | 2,221,271 |
| Resolution 9: To authorise the Directors to issue further shares | 1,095,902,637 (96.50%) | 39,761,721 (3.50%) | 1,353,335 |
| Resolution 10: To disapply share pre-emption rights | 1,108,893,231 (97.77%) | 25,305,143 (2.23%) | 2,760,155 |
| Resolution 11: To give authority for the Company to buy back shares | 1,123,128,390 (98.90%) | 12,534,318 (1.10%) | 1,298,606 |
| Resolution 12: To authorise the Directors to allot shares in relation to the issuance of Convertible Bonds | 1,033,540,229 (91.05%) | 101,560,488 (8.95%) | 2,400,597 |
| Resolution 13: To disapply pre-emption rights in respect of allotments of equity securities in relation to the issuance of Convertible Bonds | 1,009,615,472 (89.04%) | 124,295,679 (10.96%) | 3,050,163 |
| Resolution 14: To allow the Company to call general meetings on 14 days’ notice | 1,062,747,452 (93.56%) | 73,175,313 (6.44%) | 1,038,549 |
Issued Share Capital – Total voting rights
On 13 March 2019 – the latest practical business day before the printing and publication of the Notice of Annual General Meeting – the Company’s issued share capital consisted of 2,481,864,189 ordinary shares, carrying one vote each. No shares were held in treasury. Therefore, the total voting rights in the Company as at 13 March 2019 were 2,481,864,189.