BAE Systems PLC

Declaration of Voting Results & Voting Rights Announcements • May 6, 2021

National Storage Mechanism | Additional information

RNS Number : 8239X

BAE SYSTEMS PLC

06 May 2021

BAE SYSTEMS plc

POLL RESULTS FOR AGM 2021

BAE Systems plc announces that all resolutions were passed by the requisite majorities on a poll at the Company's Annual General Meeting held on 6 May 2021.

ORDINARY RESOLUTIONS	VOTES FOR	% VOTES FOR1	VOTES AGAINST	TOTAL VOTES VALIDLY CAST	% OF ISSUED SHARE CAPITAL VOTED1,2,3	VOTES WITHHELD2
Resolution 1: Report and Accounts	2,503,112,218	100.00	100,397	2,503,212,615	77.56%	2,223,302
Resolution 2: Directors' Remuneration Report	1,735,641,459	76.59	530,398,812	2,266,040,271	70.21%	239,395,615
Resolution 3: Dividend	2,500,847,963	99.87	3,216,460	2,504,064,423	77.59%	1,394,983
Resolution 4: Re-election of Thomas Arseneault	2,503,679,613	99.98	520,649	2,504,200,262	77.59%	1,229,609
Resolution 5: Re-election of Sir Roger Carr	2,491,035,291	99.47	13,212,855	2,504,248,146	77.59%	1,193,408
Resolution 6: Re-election of Dame Elizabeth Corley	2,488,388,856	99.37	15,814,629	2,504,203,485	77.59%	1,232,397
Resolution 7: Re-election of Bradley Greve	2,498,256,598	99.76	5,951,670	2,504,208,268	77.59%	1,234,159
Resolution 8: Re-election of Jane Griffiths	2,495,657,665	99.66	8,524,665	2,504,182,330	77.59%	1,250,241
Resolution 9: Re-election of Christopher Grigg	2,489,906,014	99.43	14,290,409	2,504,196,423	77.59%	1,239,459
Resolution 10: Re-election of Stephen Pearce	2,478,339,153	98.97	25,860,107	2,504,199,260	77.59%	1,236,622
Resolution 11: Re-election of Nicole Piasecki	2,343,623,204	93.59	160,586,170	2,504,209,374	77.59%	1,226,508
Resolution 12: Re-election of Ian Tyler	2,440,709,038	98.30	42,293,624	2,483,002,662	76.94%	22,432,244
Resolution 13: Re-election of Charles Woodburn	2,503,712,767	99.98	594,412	2,504,307,179	77.60%	1,149,098
Resolution 14: Election of Nicholas Anderson	2,502,536,507	99.94	1,606,917	2,504,143,424	77.59%	1,264,905
Resolution 15: Election of Dame Carolyn Fairbairn	2,503,576,832	99.98	587,336	2,504,164,168	77.59%	1,254,289
Resolution 16: Re-appointment of Auditors	2,503,809,040	99.98	480,753	2,504,289,793	77.60%	1,130,117
Resolution 17: Auditors' remuneration	2,503,699,348	99.98	539,666	2,504,239,014	77.59%	1,179,976
Resolution 18: Political donations	2,457,281,557	98.55	36,216,080	2,493,497,637	77.26%	11,954,372
Resolution 19: Authority to allot new shares	2,333,912,957	93.20	170,398,399	2,504,311,356	77.60%	1,108,643

SPECIAL RESOLUTIONS	VOTES FOR	% VOTES FOR1	VOTES AGAINST	TOTAL VOTES VALIDLY CAST	% OF ISSUED SHARE CAPITAL VOTED1,2,3	VOTES WITHHELD2
Resolution 20: Disapplication of pre-emption rights	2,238,272,967	89.38	265,816,526	2,504,089,493	77.59%	1,324,449
Resolution 21: Authority to purchase own shares	2,474,177,551	99.02	24,572,991	2,498,750,542	77.42%	6,689,836
Resolution 22: Notice of general meetings	2,373,309,014	94.77	131,030,473	2,504,339,487	77.60%	1,066,666
Resolution 23: Amend Articles of Association	2,488,397,667	99.80	5,099,378	2,493,497,045	77.26%	11,888,336

Notes: 

1.         The percentages above are rounded to two decimal places.

2.         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. 

3.         The number of ordinary shares in issue on the share register at 6.30pm on 4 May 2021 was 3,467,440,044, of which the Total Voting Rights figure was 3,227,355,435.

Copies of resolutions 18 - 23, being resolutions other than resolutions concerning ordinary business passed by the Company at the above AGM, are being submitted to the National Storage Mechanism and will shortly be available for inspection at:  https://data.fca.org.uk/#/nsm/nationalstoragemechanism.  Copies of these resolutions can be obtained from the Company Secretary, BAE Systems plc, 6 Carlton Gardens, London SW1Y 5AD.

Resolution 2 - Approval of the Directors' Remuneration Report

Resolution 2, to approve the Directors' Remuneration Report, was passed with more than three-quarters of votes cast in favour of the resolution.

The Directors are very appreciative of the support the resolution received in a challenging period and have valued the dialogue with major shareholders that facilitated this outcome.

The importance of retaining the services of a first class Chief Executive on competitive terms by a one-off remuneration adjustment was taken in the interests of all stakeholders, and was explained in detail in our Annual Report and through personal engagement with shareholders accounting for nearly 70% of the Company's share capital.  Our depth of engagement was positively received as was the exceptional level of transparency in both our dialogue and the Annual Report.

It is the policy of the Board to seek the highest standards of governance in all that we do and to maintain an open and transparent dialogue with all stakeholders in all that we say.  We acknowledge that it may not be possible to please all our stakeholders all of the time, but we will continue to engage and listen to ensure all views are understood and respected.

Against this background, we will be explaining the additional work the Board is undertaking on long-term succession planning across the Company's senior executive population, and in accordance with the UK Corporate Governance Code will publish an update within six months of our AGM.

6 May 2021

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