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Results of voting at the 2021 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.
RESULTS OF VOTING AT THE 2021 ANNUAL GENERAL MEETING
The Annual General Meeting of British American Tobacco p.l.c. was held at Globe House, 4 Temple Place,
London WC2R 2PG on 28 April 2021.
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 11 March 2021. All valid proxy votes (whether submitted electronically or in hard copy
form) were included in the poll taken at the Meeting. Each shareholder, present in person or by proxy, was
entitled to one vote per ordinary share of 25p held.
Resolution 1
Receipt of 2020 Report and Accounts
For - Note (b) 1,771,121,006
Percent of Votes Cast 99.96%
Percent of Issued Share Capital 77.19%
Against 790,162
Percent of Votes Cast 0.04%
Percent of Issued Share Capital 0.03%
Total Votes Cast (Excl. Votes Withheld) 1,771,911,168
Percent of Issued Share Capital 77.22%
Votes Withheld - Note (c) 12,372,550
Resolution 2
Approval of the 2020 Directors’ Remuneration Report
For - Note (b) 1,091,216,857
Percent of Votes Cast 61.71%
Percent of Issued Share Capital 47.56%
Against 676,947,189
Percent of Votes Cast 38.29%
Percent of Issued Share Capital 29.50%
Total Votes Cast (Excl. Votes Withheld) 1,768,164,046
Percent of Issued Share Capital 77.06%
Votes Withheld - Note (c) 16,119,810
Resolution 3
Reappointment of KPMG LLP as Auditors
For - Note (b) 1,765,833,873
Percent of Votes Cast 99.52%
Percent of Issued Share Capital 76.96%
Against 8,454,366
Percent of Votes Cast 0.48%
Percent of Issued Share Capital 0.37%
Total Votes Cast (Excl. Votes Withheld) 1,774,288,239
Percent of Issued Share Capital 77.32%
Votes Withheld - Note (c) 9,995,609
Resolution 4
Authority for the Audit Committee to agree the Auditors'
remuneration
For - Note (b) 1,772,210,604
Percent of Votes Cast 99.89%
Percent of Issued Share Capital 77.23%
Against 1,990,507
Percent of Votes Cast 0.11%
Percent of Issued Share Capital 0.09%
Total Votes Cast (Excl. Votes Withheld) 1,774,201,111
Percent of Issued Share Capital 77.32%
Votes Withheld - Note (c) 10,081,517
Resolution 5
Re-election of Luc Jobin as a Director
For - Note (b) 1,753,156,894
Percent of Votes Cast 98.82%
Percent of Issued Share Capital 76.40%
Against 20,921,641
Percent of Votes Cast 1.18%
Percent of Issued Share Capital 0.91%
Total Votes Cast (Excl. Votes Withheld) 1,774,078,535
Percent of Issued Share Capital 77.31%
Votes Withheld - Note (c) 10,206,018
Resolution 6
Re-election of Jack Bowles as a Director
For - Note (b) 1,772,155,172
Percent of Votes Cast 99.90%
Percent of Issued Share Capital 77.23%
Against 1,809,688
Percent of Votes Cast 0.10%
Percent of Issued Share Capital 0.08%
Total Votes Cast (Excl. Votes Withheld) 1,773,964,860
Percent of Issued Share Capital 77.31%
Votes Withheld - Note (c) 10,319,693
Resolution 7
Re-election of Tadeu Marroco as a Director
For - Note (b) 1,768,905,553
Percent of Votes Cast 99.72%
Percent of Issued Share Capital 77.09%
Against 5,054,691
Percent of Votes Cast 0.28%
Percent of Issued Share Capital 0.22%
Total Votes Cast (Excl. Votes Withheld) 1,773,960,244
Percent of Issued Share Capital 77.31%
Votes Withheld - Note (c) 10,324,309
Resolution 8
Re-election of Sue Farr as a Director
For - Note (b) 1,604,506,408
Percent of Votes Cast 90.44%
Percent of Issued Share Capital 69.92%
Against 169,518,777
Percent of Votes Cast 9.56%
Percent of Issued Share Capital 7.39%
Total Votes Cast (Excl. Votes Withheld) 1,774,025,185
Percent of Issued Share Capital 77.31%
Votes Withheld - Note (c) 10,259,367
Resolution 9
Re-election of Jeremy Fowden as a Director
WITHDRAWN
Resolution 10
Re-election of Dr Marion Helmes as a Director
For - Note (b) 1,594,071,765
Percent of Votes Cast 89.86%
Percent of Issued Share Capital 69.47%
Against 179,783,976
Percent of Votes Cast 10.14%
Percent of Issued Share Capital 7.84%
Total Votes Cast (Excl. Votes Withheld) 1,773,855,741
Percent of Issued Share Capital 77.31%
Votes Withheld - Note (c) 10,428,490
Resolution 11
Re-election of Holly Keller Koeppel as a Director
For - Note (b) 1,762,331,148
Percent of Votes Cast 99.34%
Percent of Issued Share Capital 76.80%
Against 11,716,886
Percent of Votes Cast 0.66%
Percent of Issued Share Capital 0.51%
Total Votes Cast (Excl. Votes Withheld) 1,774,048,034
Percent of Issued Share Capital 77.31%
Votes Withheld - Note (c) 10,236,519
Resolution 12
Re-election of Savio Kwan as a Director
For - Note (b) 1,603,190,858
Percent of Votes Cast 90.37%
Percent of Issued Share Capital 69.87%
Against 170,885,651
Percent of Votes Cast 9.63%
Percent of Issued Share Capital 7.45%
Total Votes Cast (Excl. Votes Withheld) 1,774,076,509
Percent of Issued Share Capital 77.31%
Votes Withheld - Note (c) 10,208,044
Resolution 13
Re-election of Dimitri Panayotopoulos as a Director
For - Note (b) 1,521,096,084
Percent of Votes Cast 86.11%
Percent of Issued Share Capital 66.29%
Against 245,448,741
Percent of Votes Cast 13.89%
Percent of Issued Share Capital 10.70%
Total Votes Cast (Excl. Votes Withheld) 1,766,544,825
Percent of Issued Share Capital 76.99%
Votes Withheld - Note (c) 17,739,728
Resolution 14
Election of Karen Guerra as a Director
For - Note (b) 1,772,384,681
Percent of Votes Cast 99.91%
Percent of Issued Share Capital 77.24%
Against 1,645,140
Percent of Votes Cast 0.09%
Percent of Issued Share Capital 0.07%
Total Votes Cast (Excl. Votes Withheld) 1,774,029,821
Percent of Issued Share Capital 77.31%
Votes Withheld - Note (c) 10,254,732
Resolution 15
Election of Darrell Thomas as a Director
For - Note (b) 1,772,481,017
Percent of Votes Cast 99.91%
Percent of Issued Share Capital 77.25%
Against 1,554,236
Percent of Votes Cast 0.09%
Percent of Issued Share Capital 0.07%
Total Votes Cast (Excl. Votes Withheld) 1,774,035,253
Percent of Issued Share Capital 77.31%
Votes Withheld - Note (c) 10,249,300
Resolution 16
Renewal of Directors' authority to allot shares
For - Note (b) 1,283,014,878
Percent of Votes Cast 72.33%
Percent of Issued Share Capital 55.91%
Against 490,886,767
Percent of Votes Cast 27.67%
Percent of Issued Share Capital 10.62%
Total Votes Cast (Excl. Votes Withheld) 1,773,901,645
Percent of Issued Share Capital 77.31%
Votes Withheld - Note (c) 10,373,062
Resolution 17 - Note (d)
Renewal of Directors' authority to disapply pre-emption rights
For - Note (b) 1,529,422,273
Percent of Votes Cast 86.26%
Percent of Issued Share Capital 66.65%
Against 243,578,572
Percent of Votes Cast 13.74%
Percent of Issued Share Capital 10.62%
Total Votes Cast (Excl. Votes Withheld) 1,773,000,845
Percent of Issued Share Capital 77.27%
Votes Withheld - Note (c) 11,284,208
Resolution 18 – Note (d)
Authority for the Company to purchase its own shares
For - Note (b) 1,747,664,170
Percent of Votes Cast 98.53%
Percent of Issued Share Capital 76.16%
Against 25,986,558
Percent of Votes Cast 1.47%
Percent of Issued Share Capital 1.13%
Total Votes Cast (Excl. Votes Withheld) 1,773,650,728
Percent of Issued Share Capital 77.30%
Votes Withheld - Note (c) 10,634,378
Resolution 19
Authority to make donations to political organisations and to incur political expenditure
For - Note (b) 1,580,312,339
Percent of Votes Cast 89.20%
Percent of Issued Share Capital 68.87%
Against 191,369,221
Percent of Votes Cast 10.80%
Percent of Issued Share Capital 8.34%
Total Votes Cast (Excl. Votes Withheld) 1,771,681,560
Percent of Issued Share Capital 77.21%
Votes Withheld - Note (c) 12,569,298
Resolution 20 - Note (d)
Notice period for General Meetings
For - Note (b) 1,639,617,570
Percent of Votes Cast 92.47%
Percent of Issued Share Capital 71.45%
Against 133,582,951
Percent of Votes Cast 7.53%
Percent of Issued Share Capital 5.82%
Total Votes Cast (Excl. Votes Withheld) 1,773,200,521
Percent of Issued Share Capital 77.28%
Votes Withheld - Note (c) 11,084,585
Richard Burrows, Chairman of the Board of the Company, retired from the Board at the conclusion of the
Company's 2021 Annual General Meeting. Mr Burrows’ retirement from the Board follows the Company’s
announcement on 15 October 2020, as further set out in the Company’s 2020 Annual Report and Form 20-F.
In addition, with effect from the conclusion of the 2021 Annual General Meeting, Luc Jobin was appointed
Chairman of the Board and Chairman of the Nominations Committee, and stepped down from the Audit
Committee.
As announced on 1 April 2021, Jerry Fowden resigned from the Board with effect from 1 April 2021.
Accordingly, he did not seek re-election at the 2021 Annual General Meeting and Resolution 9 was
withdrawn.
Notes:
(a) The total number of ordinary shares in issue (excluding treasury shares) at the close of business on
Wednesday 27 April 2021 was 2,294,616,257.
(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 https://data.fca.org.uk/#/nsm/nationalstoragemechanism. 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 (AGM) today with the requisite
majority of votes. We acknowledge that a significant number of our shareholders did not support
resolutions 2: Directors’ Remuneration Report and 16: Authority to Allot Shares.
Resolution 2 - Directors’ Remuneration Report
Over the last year, we have engaged with shareholders about executive remuneration. The engagement has
been open and constructive and the Remuneration Committee has given careful consideration to
shareholder feedback, which helped to shape the Committee’s decisions and resulted in changes being
adopted to proposals on executive remuneration for 2021. Our executive remuneration arrangements are
fully aligned with our Directors’ Remuneration Policy which was approved by a significant majority of our
shareholders at our 2019 AGM.
We place great value on direct engagement with and feedback from our shareholders. We will continue our
active dialogue with shareholders, particularly those who decided to vote against this resolution, and intend
to further consult with shareholders during 2021.
Resolution 16 - Authority to allot shares
As we have previously reported, 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.
Whilst it remains standard market practice for many UK FTSE listed companies to retain this type of
authority, we understand that some institutional investors, particularly outside the UK, have specific policies
against supporting this type of resolution. Following the outcome of today’s vote, we will continue our
ongoing dialogue with shareholders that do not support this authority and will keep best practice in this
area under review.
P McCrory
Secretary
British American Tobacco p.l.c.
28 April 2021
Enquiries:
Investor Relations British American Tobacco Investor Relations
Mike Nightingale / Victoria Buxton / William Houston / John Harney
+44 20 7845 1180 / 2012 / 1138 / 1263
British American Tobacco Press Office
+44 (0) 20 7845 2888 (24 hours) | @BATplc
Sponsor: UBS South Africa (Pty) Ltd
Date: 28-04-2021 05:50:00
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