Our AGM was held at 2pm on Tuesday 16 May 2017 at the Edinburgh International Conference Centre.


Strategic report and financial highlights 2017


The following resolutions were put to our shareholders at our AGM on 16 May 2017.

The resolutions For Against Withheld
Resolution 1: To receive and consider the Annual report and accounts 2016  787,562,658 (99.93%)  557,218 (0.07%)  5,621,363
Resolution 2: To declare a final dividend for 2016  793,003,137 (99.94%)  475,622 (0.06%)  269,643
Resolution 3: To appoint KPMG LLP as auditors  789,926,762 (99.65%)  2,777,880 (0.35%)  1,044,750
Resolution 4: To authorise the audit committee to set the auditors’ fees  789,906,532 (99.73%)  2,130,435 (0.27%)  1,710,074
Resolution 5: To approve the Directors’ remuneration report, excluding the remuneration policy  765,570,038 (97.47%)  19,888,754 (2.53%)  8,290,600
Resolution 6A: To re-elect Sir Gerry Grimstone  776,923,972 (98.14%) 14,688,221 (1.86%)  2,137,199
Resolution 6B: To re-elect Colin Clark  789,422,189 (99.75%)  2,016,371 (0.25%)  2,306,804
Resolution 6C: To re-elect Pierre Danon  781,472,760 (98.75%)  9,857,551 (1.25%)  2,402,655
Resolution 6D: To re-elect Melanie Gee  785,926,025 (99.29%)  5,591,598 (0.71%)  2,230,635
Resolution 6E: To re-elect Noel Harwerth  788,442,318 (99.62%)  2,970,749 (0.38%)  2,332,326
Resolution 6F: To re-elect Kevin Parry  787,543,477 (99.51%)  3,860,309 (0.49%)  2,341,336
Resolution 6G: To re-elect Lynne Peacock  789,085,959 (99.69%)  2,415,789 (0.31%)  2,244,952
Resolution 6H: To re-elect Martin Pike  789,064,987 (99.71%)  2,282,970 (0.29%)  2,398,743
Resolution 6I: To re-elect Luke Savage  788,063,494 (99.58%)  3,347,679 (0.42%)  2,334,673
Resolution 6J: To re-elect Keith Skeoch  788,882,743 (99.67%)  2,615,453 (0.33%)  2,248,504
Resolution 7A: To elect John Devine  788,562,181 (99.67%)  2,582,914 (0.33%)  2,599,690
Resolution 7B: To elect Barry O’Dwyer  788,727,686 (99.69%)  2,452,560 (0.31%)  2,569,146
Resolution 8: To provide limited authority to make political donations and to incur political expenditure  753,401,248 (96.57%)  26,766,242 (3.43%)  13,580,847
Resolution 9: To authorise the Directors to issue further shares  784,763,701 (99.06%)  7,412,097 (0.94%)  1,572,442
Resolution 10: To disapply share pre-emption rights  784,452,824 (99.24%)  5,990,982 (0.76%)  3,305,586
Resolution 11: To give authority for the Company to buy back shares  781,627,871 (98.70%)  10,319,278 (1.30%)  1,800,612
Resolution 12: To allow the Company to call general meetings on 14 days’ notice  728,257,988 (92.66%)  57,724,738 (7.34%)  7,764,272

Issued share capital and total voting rights

On 24 February 2017 – the latest practical business day before the printing and publication of the Notice of Annual General Meeting – the Company’s issued share capital consisted of 1,979,059,990 ordinary shares, carrying one vote each. No shares were held in treasury. Therefore, the total voting rights in the Company as at 24 February 2017 were 1,979,059,990.