Result of AGM
Updated : 18:04
The Royal Bank of Scotland Group plc - Result of Annual General Meeting
25 April 2019
Following the Annual General Meeting held today, The Royal Bank of Scotland Group plc announces the results of the poll vote for each resolution as follows. Resolutions 20, 21, 23, 24, 26 and 27 were passed as special resolutions. The Board welcomes the overwhelming vote by shareholders on Resolution 28 to reject the resolution requisitioned to create a Shareholder Committee. We will continue to actively engage with our shareholders, stakeholders and representative bodies, to ensure that we are aware of their views.
For | % of votes cast | Against | % of votes cast | Total votes cast as % of Voting Share Capital | Withheld * | |
Resolution 1 To receive the 2018 Report and Accounts | 44,302,251,816 | 100.00 | 946,196 | 0.00 | 91.60 | 9,443,332 |
Resolution 2 To approve the Annual Report on Remuneration in the Directors' Remuneration Report | 43,761,530,456 | 99.23 | 338,658,320 | 0.77 | 91.18 | 212,446,568 |
Resolution 3 To declare a final dividend of 3.5 pence per ordinary share | 44,306,536,572 | 99.99 | 4,488,696 | 0.01 | 91.61 | 1,613,904 |
Resolution 4 To declare a special dividend of 7.5 pence per ordinary share | 44,301,659,792 | 99.99 | 5,491,276 | 0.01 | 91.60 | 5,490,212 |
Resolution 5 To re-elect Howard Davies as a Director | 44,111,455,668 | 99.55 | 197,814,468 | 0.45 | 91.61 | 3,371,760 |
Resolution 6 To re-elect Ross McEwan as a Director | 44,294,280,976 | 99.96 | 15,648,632 | 0.04 | 91.61 | 2,703,116 |
Resolution 7 To elect Katie Murray as a Director | 44,258,634,156 | 99.89 | 49,543,416 | 0.11 | 91.61 | 4,435,972 |
Resolution 8 To re-elect Frank Dangeard as a Director | 44,287,744,412 | 99.96 | 19,899,728 | 0.04 | 91.61 | 5,004,116 |
Approval of Frank Dangeard's re-election by independent shareholders only | 14,249,810,336 | 99.86 | 19,899,728 | 0.14 | 77.85 | 5,004,116 |
Resolution 9 To re-elect Alison Davis as a Director | 44,292,837,532 | 99.97 | 15,274,624 | 0.03 | 91.61 | 4,535,576 |
Approval of Alison Davis' re-election by independent shareholders only | 14,254,903,456 | 99.89 | 15,274,624 | 0.11 | 77.85 | 4,535,576 |
Resolution 10 To elect Patrick Flynn as a Director | 44,292,566,708 | 99.97 | 15,164,032 | 0.03 | 91.61 | 4,893,184 |
Approval of Patrick Flynn's election by independent shareholders only | 14,254,632,632 | 99.89 | 15,164,032 | 0.11 | 77.85 | 4,893,184 |
Resolution 11 To re-elect Morten Friis as a Director | 44,292,022,880 | 99.96 | 15,735,292 | 0.04 | 91.61 | 4,880,704 |
Approval of Morten Friis' re-election by independent shareholders only | 14,254,088,804 | 99.89 | 15,735,292 | 0.11 | 77.85 | 4,880,704 |
Resolution 12 To re-elect Robert Gillespie as a Director | 43,994,977,792 | 99.68 | 139,808,484 | 0.32 | 91.25 | 177,853,472 |
Approval of Robert Gillespie's re-election by independent shareholders only | 13,957,043,716 | 99.01 | 139,808,484 | 0.99 | 76.91 | 177,853,472 |
Resolution 13 To re-elect Baroness Noakes as a Director | 44,176,231,128 | 99.70 | 132,137,332 | 0.30 | 91.61 | 4,215,088 |
Approval of Baroness Noakes' re-election by independent shareholders only | 14,138,297,052 | 99.07 | 132,137,332 | 0.93 | 77.85 | 4,215,088 |
Resolution 14 To re-elect Mike Rogers as a Director | 44,288,446,824 | 99.96 | 19,661,604 | 0.04 | 91.61 | 4,479,764 |
Approval of Mike Rogers' re-election by independent shareholders only | 14,250,512,748 | 99.86 | 19,661,604 | 0.14 | 77.85 | 4,479,764 |
Resolution 15 To re-elect Mark Seligman as a Director | 43,937,503,252 | 99.16 | 369,973,544 | 0.84 | 91.60 | 5,108,572 |
Approval of Mark Seligman's re-election by independent shareholders only | 13,899,569,176 | 97.41 | 369,973,544 | 2.59 | 77.85 | 5,108,572 |
Resolution 16 To re-elect Dr Lena Wilson as a Director | 44,292,901,576 | 99.97 | 14,577,928 | 0.03 | 91.60 | 5,003,100 |
Approval of Dr Lena Wilson's re-election by independent shareholders only | 14,254,967,500 | 99.90 | 14,577,928 | 0.10 | 77.85 | 5,003,100 |
Resolution 17 To re-appoint Ernst & Young LLP as auditors | 44,304,170,260 | 99.99 | 4,652,592 | 0.01 | 91.61 | 3,755,512 |
Resolution 18 To authorise the Group Audit Committee to fix the remuneration of the auditors | 44,304,714,420 | 99.99 | 4,582,276 | 0.01 | 91.61 | 3,271,852 |
Resolution 19 To renew the directors' authority to allot shares | 44,069,647,904 | 99.46 | 239,545,664 | 0.54 | 91.61 | 3,391,068 |
Resolution 20 To renew the directors' authority to allot equity securities on a non pre-emptive basis in connection with an offer or issue of equity securities | 44,259,244,512 | 99.89 | 48,734,308 | 0.11 | 91.61 | 4,605,340 |
Resolution 21 To renew the directors' authority to allot equity securities on a non pre-emptive basis in connection with the purposes of financing a transaction | 43,835,658,616 | 98.93 | 472,456,396 | 1.07 | 91.61 | 4,470,880 |
Resolution 22 To renew the directors' authority to allot ordinary shares or grant rights to subscribe for or to convert any security into ordinary shares in relation to Equity Convertible Notes | 44,132,714,156 | 99.60 | 175,836,080 | 0.40 | 91.61 | 4,036,916 |
Resolution 23 To renew the directors' authority to allot equity securities on a non pre-emptive basis in connection with Equity Convertible Notes | 44,122,958,532 | 99.58 | 185,634,776 | 0.42 | 91.61 | 4,002,820 |
Resolution 24 To renew the authority to permit the holding of General Meetings at 14 clear days' notice | 43,564,015,276 | 98.32 | 746,371,776 | 1.68 | 91.61 | 2,188,768 |
Resolution 25 To renew the authority in respect of political donations and expenditure by the Company in terms of Section 366 of the Companies Act 2006 | 43,894,561,848 | 99.07 | 413,468,068 | 0.93 | 91.61 | 4,516,360 |
Resolution 26 To renew the authority for the Company to purchase its own shares on a recognised investment exchange | 44,109,448,240 | 99.56 | 194,798,976 | 0.44 | 91.60 | 8,332,660 |
Resolution 27 To renew the authority to make off-market purchases of ordinary shares from HM Treasury | 14,257,539,460 | 99.94 | 8,631,592 | 0.06 | 29.50 | 8,457,108 |
Resolution 28 To direct the Board to establish a Shareholder Committee | 319,793,996 | 0.73 | 43,672,774,248 | 99.27 | 90.95 | 319,773,960 |
* A vote Withheld is not a vote in law and is not counted in the calculation of the proportion of votes "For" and "Against" a resolution.
In accordance with the UK Listing Authority's listing rules, copies of resolutions that do not constitute ordinary business at an annual general meeting will shortly be available for inspection at the National Storage Mechanism which is located at: www.morningstar.co.uk/uk/NSM
As at 23 April 2019 (being the latest date by which shareholders who wanted to vote at the Annual General Meeting must have been entered on the company's Register of Members) the total number of voting rights in the company was 48,368,034,468.
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