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Result of AGM

4th May 2012 15:01

ROLLS-ROYCE HOLDINGS plc ANNUAL GENERAL MEETING 4th May 2012 FINAL POLL FIGURES ORDINARY RESOLUTIONS FOR AGAINST TOTAL VOTES %FOR VOTES (excluding WITHHELD votes withheld) Resolution 1. Report & 1,350,677,138 124,797 1,350,801,935 99.99 2,154,547 Accounts Resolution 2 1,279,533,763 31,632,481 1,311,166,244 97.59 41,789,219Directors' Remuneration Resolution 3 elect 1,308,678,687 2,873,068 1,311,551,755 99.78 41,403,433Lewis Booth Resolution 4 elect 1,308,641,616 2,930,159 1,311,571,775 99.78 41,384,679Frank Chapman Resolution 5 elect 1,306,453,418 5,097,526 1,311,550,944 99.61 41,405,470Mark Morris

Resolution 6 re-elect 1,305,903,910 5,934,654 1,311,838,564 99.55 41,114,733 Simon Robertson

Resolution 7 re-elect 1,250,608,956 58,879,508 1,309,488,464 95.50 43,464,833 John Rishton

Resolution 8 re-elect 1,309,041,052 2,820,667 1,311,861,719 99.78 41,094,304 Helen Alexander

Resolution 9 re-elect 1,298,495,002 13,338,435 1,311,833,437 98.98 41,122,292 Peter Byrom

Resolution 10 re-elect 1,309,018,420 2,841,864 1,311,860,284 99.78 41,096,819 Iain Conn

Resolution 11 re-elect 1,300,098,849 11,746,908 1,311,845,757 99.10 41,112,247 James Guyette

Resolution 12 re-elect 1,248,423,128 48,173,954 1,296,597,082 96.28 56,335,743 John McAdam

Resolution 13 re-elect 1,308,931,102 2,898,596 1,311,829,698 99.78 41,122,901 John Neill

Resolution 14 re-elect 1,306,758,270 5,118,706 1,311,876,976 99.61 41,075,936 Colin Smith

Resolution 15 re-elect 1,308,893,200 2,947,918 1,311,841,118 99.78 41,116,469 Ian Strachan

Resolution 16 re-elect 1,306,628,408 5,230,733 1,311,859,141 99.60 41,096,988 Mike Terrett

Resolution 17 1,348,577,546 3,675,885 1,352,253,431 99.73 697,583 reappoint the auditors

Resolution 18 auditors 1,350,287,703 1,944,692 1,352,232,395 99.86 723,423 remuneration

Resolution 19 Payment 1,352,309,221 54,398 1,352,363,619 100.00 572,470 to shareholders Resolution 20 1,344,644,251 6,774,033 1,351,418,284 99.50 1,506,848 Political donations and expenditure SPECIAL RESOLUTIONS FOR AGAINST TOTAL VOTES %FOR VOTES (excluding WITHHELD votes withheld) Resolution 21 1,285,257,746 63,243,777 1,348,501,523 95.31 4,456,121 Allotment of shares section 551 amount Resolution 22 1,336,390,440 15,525,697 1,351,916,137 98.85 1,041,489 Disapplication of pre-emption rights section 561 amount

Resolution 23 1,348,110,999 4,057,880 1,352,168,879 99.70 790,537 Authority to purchase

own shares

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.

% of Issued Share Capital Voted 72.15%

NOTE - % FOR excludes withhold votes within the calculation

XLON

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Rolls-Royce
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