EX-2 3 ex-2.htm PRESS RELEASE
Exhibit 2

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


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