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

BRITISH AMERICAN TOBACCO p.l.c. (the “Company”)
RESULTS OF VOTING AT THE 2023 ANNUAL GENERAL MEETING

The Annual General Meeting (“the “AGM”) of the Company was held at 11.30am on 19 April 2023 at the Hilton London Bankside, 2-8 Great Suffolk St, London, SE1 0UG.

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 6 March 2023. 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 2022 Report and Accounts
  
For - Note (b)
1,675,317,502
Percent of Votes Cast
99.90%
Percent of Issued Share Capital
74.91%
Against
1,632,861
Percent of Votes Cast
0.10%
Percent of Issued Share Capital
0.07%
Total Votes Cast (Excl. Votes Withheld)
1,676,950,363
Percent of Issued Share Capital
74.99%
Votes Withheld - Note (c)
3,249,716

Resolution 2
  
Approval of the 2022 Directors’ Remuneration Report
 
For - Note (b)
1,585,393,499
Percent of Votes Cast
95.18%
Percent of Issued Share Capital
70.89%
Against
80,274,647
Percent of Votes Cast
4.82%
Percent of Issued Share Capital
3.59%
Total Votes Cast (Excl. Votes Withheld)
1,665,668,146
Percent of Issued Share Capital
74.48%
Votes Withheld - Note (c)
14,532,234

Resolution 3
  
Reappointment of KPMG LLP as Auditors
 
For - Note (b)
1,670,594,556
Percent of Votes Cast
99.55%
Percent of Issued Share Capital
74.70%
Against
7,518,651
Percent of Votes Cast
0.45%
Percent of Issued Share Capital
0.34%
Total Votes Cast (Excl. Votes Withheld)
1,678,113,207
Percent of Issued Share Capital
75.04%
Votes Withheld - Note (c)
2,087,332

Resolution 4
Authority for the Audit Committee to agree the Auditors’ remuneration
For - Note (b)
1,676,907,349
Percent of Votes Cast
99.91%
Percent of Issued Share Capital
74.99%
Against
1,486,493
Percent of Votes Cast
0.09%
Percent of Issued Share Capital
0.07%
Total Votes Cast (Excl. Votes Withheld)
1,678,393,842
Percent of Issued Share Capital
75.05%
Votes Withheld - Note (c)
1,807,138


Resolution 5
  
Re-election of Luc Jobin as a Director
  
For - Note (b)
1,638,501,373
Percent of Votes Cast
97.69%
Percent of Issued Share Capital
73.27%
Against
38,761,881
Percent of Votes Cast
2.31%
Percent of Issued Share Capital
1.73%
Total Votes Cast (Excl. Votes Withheld)
1,677,263,254
Percent of Issued Share Capital
75.00%
Votes Withheld - Note (c)
2,937,726

Resolution 6
  
Re-election of Jack Bowles as a Director
 
For - Note (b)
1,672,115,123
Percent of Votes Cast
99.62%
Percent of Issued Share Capital
74.77%
Against
6,332,799
Percent of Votes Cast
0.38%
Percent of Issued Share Capital
0.28%
Total Votes Cast (Excl. Votes Withheld)
1,678,447,922
Percent of Issued Share Capital
75.05%
Votes Withheld - Note (c)
1,753,058

Resolution 7
  
Re-election of Tadeu Marroco as a Director
 
For - Note (b)
1,668,047,741
Percent of Votes Cast
99.38%
Percent of Issued Share Capital
74.59%
Against
10,376,147
Percent of Votes Cast
0.62%
Percent of Issued Share Capital
0.46%
Total Votes Cast (Excl. Votes Withheld)
1,678,423,888
Percent of Issued Share Capital
75.05%
Votes Withheld - Note (c)
1,776,987

Resolution 8
  
Re-election of Kandy Anand as a Director
 
For - Note (b)
1,671,004,130
Percent of Votes Cast
99.63%
Percent of Issued Share Capital
74.72%
Against
6,212,043
Percent of Votes Cast
0.37%
Percent of Issued Share Capital
0.28%
Total Votes Cast (Excl. Votes Withheld)
1,677,216,173
Percent of Issued Share Capital
75.00%
Votes Withheld - Note (c)
2,984,807

Resolution 9
  
Re-election of Sue Farr as a Director
 
For - Note (b)
1,661,194,864
Percent of Votes Cast
99.04%
Percent of Issued Share Capital
74.28%
Against
16,094,213
Percent of Votes Cast
0.96%
Percent of Issued Share Capital
0.72%
Total Votes Cast (Excl. Votes Withheld)
1,677,289,077
Percent of Issued Share Capital
75.00%
Votes Withheld - Note (c)
2,911,903


Resolution 10
  
Re-election of Karen Guerra as a Director
 
For - Note (b)
1,670,777,703
Percent of Votes Cast
99.62%
Percent of Issued Share Capital
74.71%
Against
6,430,340
Percent of Votes Cast
0.38%
Percent of Issued Share Capital
0.29%
Total Votes Cast (Excl. Votes Withheld)
1,677,208,043
Percent of Issued Share Capital
75.00%
Votes Withheld - Note (c)
2,992,937

Resolution 11
  
Re-election of Holly Keller Koeppel as a Director
 
For - Note (b)
1,649,153,526
Percent of Votes Cast
98.32%
Percent of Issued Share Capital
73.74%
Against
28,102,908
Percent of Votes Cast
1.68%
Percent of Issued Share Capital
1.26%
Total Votes Cast (Excl. Votes Withheld)
1,677,256,434
Percent of Issued Share Capital
75.00%
Votes Withheld - Note (c)
2,944,476

Resolution 12
  
Re-election of Dimitri Panayotopoulos as a Director
 
For - Note (b)
1,660,170,624
Percent of Votes Cast
98.98%
Percent of Issued Share Capital
74.24%
Against
17,086,288
Percent of Votes Cast
1.02%
Percent of Issued Share Capital
0.76%
Total Votes Cast (Excl. Votes Withheld)
1,677,256,912
Percent of Issued Share Capital
75.00%
Votes Withheld - Note (c)
2,944,068

Resolution 13
  
Re-election of Darrell Thomas as a Director
 
For - Note (b)
1,669,910,679
Percent of Votes Cast
99.57%
Percent of Issued Share Capital
74.67%
Against
7,284,659
Percent of Votes Cast
0.43%
Percent of Issued Share Capital
0.33%
Total Votes Cast (Excl. Votes Withheld)
1,677,195,338
Percent of Issued Share Capital
75.00%
Votes Withheld - Note (c)
3,005,642


Resolution 14
  
Election of Véronique Laury as a Director
  
For - Note (b)
1,672,587,461
Percent of Votes Cast
99.74%
Percent of Issued Share Capital
74.79%
Against
4,314,873
Percent of Votes Cast
0.26%
Percent of Issued Share Capital
0.19%
Total Votes Cast (Excl. Votes Withheld)
1,676,902,334
Percent of Issued Share Capital
74.98%
Votes Withheld - Note (c)
3,298,046

Resolution 15
  
Authority to make donations to political organisations and to incur political expenditure
For - Note (b)
1,545,644,557
Percent of Votes Cast
92.21%
Percent of Issued Share Capital
69.12%
Against
130,633,984
Percent of Votes Cast
7.79%
Percent of Issued Share Capital
5.84%
Total Votes Cast (Excl. Votes Withheld)
1,676,278,541
Percent of Issued Share Capital
74.96%
Votes Withheld - Note (c)
3,917,680

Resolution 16
  
Renewal of Directors' authority to allot shares
 
For - Note (b)
1,497,449,119
Percent of Votes Cast
89.55%
Percent of Issued Share Capital
66.96%
Against
174,774,957
Percent of Votes Cast
10.45%
Percent of Issued Share Capital
7.82%
Total Votes Cast (Excl. Votes Withheld)
1,672,224,076
Percent of Issued Share Capital
74.78%
Votes Withheld - Note (c)
7,976,904

Resolution 17 – Note (d)
  
Authority for the Directors to allot equity securities for cash
  
For - Note (b)
1,511,303,601
Percent of Votes Cast
90.43%
Percent of Issued Share Capital
67.58%
Against
159,955,821
Percent of Votes Cast
9.57%
Percent of Issued Share Capital
7.15%
Total Votes Cast (Excl. Votes Withheld)
1,671,259,422
Percent of Issued Share Capital
74.73%
Votes Withheld - Note (c)
8,941,558

Resolution 18 – Note (d)
  
Authority for the Company to make market purchases of ordinary shares 
For - Note (b)
1,663,113,521
Percent of Votes Cast
99.12%
Percent of Issued Share Capital
74.37%
Against
14,733,588
Percent of Votes Cast
0.88%
Percent of Issued Share Capital
0.66%
Total Votes Cast (Excl. Votes Withheld)
1,677,847,109
Percent of Issued Share Capital
75.03%
Votes Withheld - Note (c)
2,353,871

Resolution 19 - Note (d)
Notice period for General Meetings
 
For - Note (b)
1,580,393,326
Percent of Votes Cast
94.15%
Percent of Issued Share Capital
70.67%
Against
98,132,615
Percent of Votes Cast
5.85%
Percent of Issued Share Capital
4.39%
Total Votes Cast (Excl. Votes Withheld)
1,678,525,941
Percent of Issued Share Capital
75.06%
Votes Withheld - Note (c)
1,675,038

Resolution 20 - Note (d)
  
Adoption of new Articles of Association
 
For - Note (b)
1,675,972,363
Percent of Votes Cast
99.87%
Percent of Issued Share Capital
74.94%
Against
2,222,761
Percent of Votes Cast
0.13%
Percent of Issued Share Capital
0.10%
Total Votes Cast (Excl. Votes Withheld)
1,678,195,124
Percent of Issued Share Capital
75.04%
Votes Withheld - Note (c)
2,005,856

All resolutions were passed at the Company’s AGM today with the requisite majority of votes.

Savio Kwan, stepped down from the Board as a Non-Executive Director at the conclusion of the Company's 2023 AGM. Mr Kwan’s retirement from the Board follows the Company’s announcement on 9 February 2023, as further set out in the Company’s 2022 Annual Report and Form 20-F.

Notes:

(a)
The total number of ordinary shares in issue (excluding treasury shares) at the close of business on Tuesday 18 April 2023 was 2,236,321,754.

(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 Resolutions 16 to 20 along with the amended Articles of Association will be submitted to the National Storage Mechanism as soon as practicable and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

(e)
The amended Articles of Association are also available at www.bat.com.

P McCrory
Secretary
British American Tobacco p.l.c.
19 April 2023

Enquiries:

British American Tobacco Media Centre
+44 (0)20 7845 2888 (24 hours) │@BATPlc

Investor Relations
Victoria Buxton / Yetunde Ibe / John Harney:
+44 (0)20 7845 2012 / 1095 / 1263