Rolls-Royce Holdings plc
Results of Annual General Meeting and General Meeting
The Annual General Meeting of Rolls-Royce Holdings plc (the Company) was held at 11.00am on 23 May 2024 at the Rolls-Royce Learning and Development Centre, Wilmore Road, Derby, DE24 9BD.
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The poll results on all 25 resolutions at the Annual General Meeting were as follows:
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| 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 | 5,165,206,631 | 11,734,762 | 5,176,941,393 | 43,803,398 | 99.77 |
| Resolution 2 | Directors' remuneration policy | 4,984,345,255 | 230,098,759 | 5,214,444,014 | 6,268,408 | 95.59 |
| Resolution 3 | Directors' remuneration report | 5,114,309,895 | 104,645,100 | 5,218,954,995 | 1,753,668 | 97.99 |
| Resolution 4 | Re-elect Dame Anita Frew | 5,029,146,652 | 190,024,951 | 5,219,171,603 | 1,560,043 | 96.36 |
| Resolution 5 | Re-elect Tufan Erginbilgic | 5,215,960,283 | 3,807,391 | 5,219,767,674 | 1,019,648 | 99.93 |
| Resolution 6 | Elect Helen McCabe | 5,208,202,550 | 11,306,894 | 5,219,509,444 | 1,226,175 | 99.78 |
| Resolution 7 | Re-elect George Culmer | 5,157,252,545 | 62,172,994 | 5,219,425,539 | 1,309,598 | 98.81 |
| Resolution 8 | Elect Birgit Behrendt | 5,115,334,558 | 103,841,488 | 5,219,176,046 | 1,554,662 | 98.01 |
| Resolution 9 | Elect Stuart Bradie | 5,159,766,808 | 59,343,487 | 5,219,110,295 | 1,612,352 | 98.86 |
| Resolution 10 | Elect Paulo Cesar Silva | 5,217,992,678 | 1,094,012 | 5,219,086,690 | 1,641,155 | 99.98 |
| Resolution 11 | Re-elect Lord Jitesh Gadhia | 4,966,620,256 | 252,845,056 | 5,219,465,312 | 1,265,805 | 95.16 |
| Resolution 12 | Re-elect Beverly Goulet | 5,157,556,319 | 61,893,826 | 5,219,450,145 | 1,282,559 | 98.81 |
| Resolution 13 | Re-elect Nick Luff | 5,151,257,590 | 68,142,955 | 5,219,400,545 | 1,322,519 | 98.69 |
| Resolution 14 | Re-elect Wendy Mars | 5,177,892,275 | 41,579,488 | 5,219,471,763 | 1,254,189 | 99.20 |
| Resolution 15 | Re-elect Dame Angela Strank | 5,179,229,058 | 40,254,250 | 5,219,483,308 | 1,252,151 | 99.23 |
| Resolution 16 | Re-appoint PricewaterhouseCoopers LLP | 5,203,747,369 | 15,561,650 | 5,219,309,019 | 1,417,091 | 99.70 |
| Resolution 17 | Auditor's remuneration | 5,218,096,197 | 1,463,913 | 5,219,560,110 | 1,145,286 | 99.97 |
| Resolution 18 | Political donations | 5,128,180,406 | 64,067,773 | 5,192,248,179 | 28,478,988 | 98.77 |
| Resolution 19 | Authorise Directors to allot shares | 5,021,447,265 | 198,037,625 | 5,219,484,890 | 1,190,752 | 96.21 |
| Resolution 20 | Approval of the Rolls-Royce Global Employee Share Purchase Plan | 5,218,097,326 | 1,598,634 | 5,219,695,960 | 1,056,565 | 99.97 |
| Resolution 21 | Approval of the Rolls-Royce Long Term Incentive Plan | 5,152,955,821 | 62,117,369 | 5,215,073,190 | 5,687,887 | 98.81 |
| Resolution 22 | Remuneration of Non-Executive Directors | 5,200,333,203 | 19,085,470 | 5,219,418,673 | 1,282,382 | 99.63 |
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| Special Resolutions | For | Against | Total Votes (Excluding Votes Withheld) | Votes Withheld | %For | |
| Resolution 23 | Disapplication of pre-emption rights | 5,156,294,340 | 55,062,561 | 5,211,356,901 | 9,343,702 | 98.94 |
| Resolution 24 | Authority to purchase own shares | 5,192,898,310 | 14,301,516 | 5,207,199,826 | 13,580,140 | 99.73 |
| Resolution 25 | Adoption of new Articles of Association | 5,218,012,765 | 965,017 | 5,218,977,782 | 1,725,344 | 99.98 |
In accordance with Listing Rule 9.6.1, copies of the following documents will be 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
· Special resolutions passed at the Annual General Meeting; and
· Amended Articles of Association
The amended Articles of Association are also available at www.rolls-royce.com
General meeting of holders of C Shares
The poll result on the resolution at the General Meeting of holders of C Shares was as follows:
| Special Resolutions | For | Against | Total Votes (Excluding Votes Withheld) | Votes Withheld | %For | |
| Resolution 1 | Adoption of new Articles of Association | 840,455,295 | 10,891,251 | 843,299,647 | 8,046,899 | 98.72 |
The number of Ordinary Shares in issue on 23 May 2024 was 8,416,696,989.
The number of C Shares in issue on 23 May 2024 was 22,869,088,353.
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: 62.02%
% of issued share capital voted at the General Meeting of C Shares:
Enquiries:
Nicola Carroll FCG, Corporate Governance Director
Governanceteam@rolls-royce.com
LEI: 213800EC7997ZBLZJH69
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