Imperial Brands PLC

Declaration of Voting Results & Voting Rights Announcements • Feb 3, 2021

National Storage Mechanism | Additional information

RNS Number : 9277N

Imperial Brands PLC

03 February 2021

IMPERIAL BRANDS PLC

Legal Entity Identifier (LEI) No. 549300DFVPOB67JL3A42

RESULT OF ANNUAL GENERAL MEETING

The 2021 Annual General Meeting of Imperial Brands PLC broadcast on Wednesday 3 February 2021 at 2.30 pm.

All resolutions proposed at the Meeting were decided on a poll and all resolutions were passed.

The number of votes for and against each of the resolutions put before the Meeting and the number of votes withheld were as follows:

Resolution		Total Votes For	% For	Total Votes Against	Total Votes Cast	Votes Withheld
1	Annual Report and Accounts	716,570,091	97.10	21,420,543	737,990,634	4,717,698
2	Directors' Remuneration Report	439,578,484	59.73	296,353,504	735,931,988	6,776,342
3	Directors' Remuneration Policy	706,375,474	95.28	34,958,557	741,334,031	1,374,300
4	International Sharesave Plan Rules	739,982,169	99.76	1,785,674	741,767,843	940,489
5	Long Term Incentive Plan Rules	733,748,530	98.98	7,541,836	741,290,366	1,417,964
6	Deferred Share Bonus Plan Rules	739,858,734	99.75	1,828,683	741,687,417	1,020,916
7	To declare a final dividend	741,319,328	99.91	669,745	741,989,073	719,260
8	Elect S A Bomhard	740,923,900	99.85	1,107,451	742,031,351	676,982
9	Re-elect S M Clark	673,283,020	90.74	68,691,384	741,974,404	733,928
10	Re-elect T M Esperdy	660,565,222	89.83	74,757,563	735,322,785	7,385,547
11	Elect A Johnson	737,763,066	99.47	3,936,726	741,699,792	1,008,541
12	Elect R Kunze-Concewitz	736,953,595	99.36	4,731,876	741,685,471	1,021,651
13	Re-elect S A C Langelier	675,990,518	91.11	65,987,212	741,977,730	729,393
14	Elect P-J J Sivignon	737,707,602	99.46	3,986,384	741,693,986	1,013,137
15	Re-elect S P Stanbrook	620,344,735	89.71	71,162,019	691,506,754	51,200,369
16	Re-elect J A Stanton	657,487,351	88.65	84,198,422	741,685,773	1,021,350
17	Re-elect O R Tant	738,538,004	99.53	3,459,994	741,997,998	709,125
18	Re-appointment of Auditors	741,667,622	99.96	276,840	741,944,462	762,661
19	Remuneration of Auditors	741,439,559	99.95	365,078	741,804,637	902,485
20	Political donations/ expenditure	732,168,923	98.80	8,924,598	741,093,521	1,613,603
21	Authority to allot    securities	737,457,896	99.41	4,367,363	741,825,259	881,864
22	Disapplication of pre-emption rights	739,825,441	99.75	1,846,033	741,671,474	1,035,649
23	Purchase of own shares	736,403,841	99.28	5,327,815	741,731,656	975,465
24	Notice period for general meetings	712,485,977	96.04	29,408,642	741,894,619	812,504

Notes

a)   The 'for' vote includes those giving the Chairman discretion and the percentage is rounded to two decimal places.

b)   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.

c)   Resolutions 22 to 24 are special resolutions.

d)   The total number of ordinary shares of 10 pence each, in issue, excluding shares held in treasury as at 6.00pm on 2 February 2021 were 946,408,101.

Although Resolution 2, the Directors' Remuneration Report was carried, a significant proportion of the votes cast were against. In the run up to the Annual General Meeting we engaged with a number of our shareholders to understand their concerns. The principal point at issue for them, and some of the proxy voting guidance services, was the level of base salary for Stefan Bomhard, our new Chief Executive.

The Chair of the Board provided some additional context on the new Chief Executive's remuneration package at the Annual General Meeting, the script of which can be found on our website at www.imperialbrandsplc.com

Our shareholders' views are important to us and we shall continue to engage with our largest shareholders on governance and remuneration.

A copy of a document setting out the resolutions passed dealing with special business at the meeting has been submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism in due course.

Trevor Williams

Deputy Company Secretary

Copies of our announcements are available on our website:  www.imperialbrandsplc.com/Investors/Stock-Exchange-announcements

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