Rotork PLC — AGM Information 2022

Apr 29, 2022

Rotork Plc ('the Company' or 'Rotork')

2022 Annual General Meeting – Poll Results

The Company's 2022 Annual General Meeting ('AGM') was held today at Bailbrook House Hotel, Eveleigh Avenue, London Road West, Bath, BA1 7JD. All resolutions proposed to the meeting were decided on by a poll and were passed.

Resolutions 1 to 16 were each passed as an ordinary resolution (requiring a simple majority) and resolutions 17 to 21 were each passed as a special resolution (requiring at least a 75% majority).

The following table summarises the final poll result for each resolution:

Resolution		For 2		Against2		Total Votes Cast		No. of
		No. of Shares	%	No. of Shares	%	No. of Shares	%	Votes withheld3
1.	To receive the 2021 Annual Report and audited accounts	736,110,184	99.99	77,330	0.01	736,187,514	85.56%	566,157
2.	To declare a final dividend of 4.05p per ordinary share	736,590,497	99.98	155,354	0.02	736,745,851	85.63%	10,171
3.	To approve the Directors' Remuneration Report	723,419,471	98.89	8,098,411	1.11	731,517,882	85.02%	5,236,581
4.	To re-elect AC Andersen as a director	588,174,246	79.89	148,038,163	20.11	736,212,409	85.57%	502,044
5.	To re-elect TR Cobbold as a director	728,356,448	98.93	7,891,160	1.07	736,247,608	85.57%	506,855
6.	To re-elect JM Davis as a director	732,770,735	99.53	3,475,274	0.47	736,246,009	85.57%	498,454
7.	To re-elect PG Dilnot as a director	726,552,285	98.96	7,651,816	1.04	734,204,101	85.33%	2,550,362
8.	To elect KT Huynh as a director	734,474,703	99.76	1,730,666	0.24	736,205,369	85.57%	549,094
9.	To re-elect MJ Lamb as a director	721,969,037	98.06	14,286,405	1.94	736,255,442	85.57%	500,580
	10. To elect KFS Meurk-Harvey as a director	734,358,310	99.74	1,889,298	0.26	736,247,608	85.57%	506,855

11. To re-elect JE Stipp as a director	728,396,704	98.93	7,849,660	1.07	736,246,364	85.57%	508,099
12. To re-appoint Deloitte LLP as Auditor of the Company	734,351,137	99.98	181,851	0.02	734,532,988	85.37%	2,223,034
13. To authorise the Audit Committee to determine Auditor's remuneration	736,352,256	99.98	161,298	0.02	736,513,554	85.60%	242,468
14. Authority to make political donations	718,361,938	97.63	17,463,316	2.37	735,825,254	85.52%	930,768
15. Authority for the directors to allot shares	636,169,485	86.42	99,975,942	13.58	736,145,427	85.56%	610,595
16. Authority to adopt new rules of the Rotork Share Incentive Plan	734,771,088	99.76	1,790,412	0.24	736,561,500	85.61%	194,522
17. General authority to dis apply pre emption rights*	734,622,910	99.79	1,561,168	0.21	736,184,078	85.56%	445,469
18. Authority to dis apply pre emption rights for acquisitions / capital investments*	726,507,715	98.72	9,393,327	1.28	735,901,042	85.53%	854,188
19. Authority to purchase own ordinary shares*	736,140,371	99.96	290,249	0.04	736,430,620	85.59%	208,927
20. Authority to purchase own preference shares*	733,296,942	99.57	3,137,991	0.43	736,434,933	85.59%	204,614
21. Authority to reduce notice period for general meetings*	603,342,109	83.47	119,498,243	16.53	722,840,352	84.01%	13,915,670

*Passed as a special resolution

The Board of Rotork plc is pleased to note that all resolutions were passed at today's AGM and welcomes the continued support of the Company's shareholders for all the resolutions proposed.

The Board notes the result of resolution 4 relating to the re-election of Ann Christin Andersen. The Board believes that she continues to discharge her role at Rotork plc effectively. However, the Board takes seriously the results of the AGM and will engage with shareholders to understand and discuss their concerns regarding over-boarding and will publish an update on that consultation within six months of the AGM.

Notes:

• 1. The total votes cast in favour of each resolution include those giving the Chairman discretion.
• 1. Votes "For" and "Against" are expressed as a percentage of votes received with percentages rounded to two decimal places.
• 1. A "vote withheld" is not a vote in law and is not counted in the calculation of the votes "for" or "against" a resolution.
• 1. The total number of ordinary 0.5p shares in issue on 29 April 2022 was 860,395,781 with no shares being held in treasury. The total number of voting rights in respect of these ordinary shares was 860,395,781 with each ordinary share having one vote.
• 1. In accordance with Listing Rule 9.6.2, a copy of each of all resolutions passed by the Company, other than those resolutions concerning ordinary business, will be submitted to the UK Listing Authority and made available for inspection from the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
• 1. A copy of this announcement has been posted on the Company's website at www.rotork.com/investors/index/agm.
• 1. Legal Entity Identifier: 213800AH5RZIHGWRJ718

Enquiries:

Rotork plc Tel: +44 (0)1225 733 200

Stuart Pain, Group General Counsel & Company Secretary Andrew Carter, Investor Relations Director

FTI Consulting

Nick Hasell/Susanne Yule Tel: + 44 (0)20 3727 1340