Notice of Results

Rolls-Royce Holdings plc

23 May 2024

 

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.

The poll results on all 25 resolutions at the Annual General Meeting were as follows:
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
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

[e-mail]

LEI: 213800EC7997ZBLZJH69

 

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