RATHBONE BROTHERS PLC ('Rathbones')
RESULTS OF THE 2017 ANNUAL GENERAL MEETING
NOTIFICATION REQUIRED BY LISTING RULE 9.6.18
At the forty-sixth Annual General Meeting of the Company held at 8 Finsbury Circus, London, EC2M 7AZ on Thursday 11 May 2017, all the resolutions proposed (which were contained in the Notice of Meeting dated 7 April 2017) were passed on a poll.
Resolutions 1 to 15 were ordinary resolutions and resolutions 15 to 18 were special resolutions.
The full text of the resolutions is set out in the Notice of Annual General Meeting, a copy of which is on the Company's website at http://www.rathbones.com/investor-relations/governance. A copy has also been made available for inspection through the National Storage Mechanism which can be found at http://www.morningstar.co.uk/uk/NSM.
The results of the poll were as follows:
| Resolution | For | % | Against | % | Votes cast | Votes cast as a % of the voting capital | Withheld | |
| 1 | To adopt the report and accounts for the year ended 31 December 2016 | 41,267,109 | 99.94 | 23,101 | 0.06 | 41,290,210 | 81.45% | 57,490 |
| 2 | To approve the directors' remuneration report for the year ended 31 December 2016 | 38,555,276 | 96.20 | 1,524,379 | 3.80 | 40,079,655 | 79.06% | 1,268,045 |
| 3 | To declare a final dividend of 36p per share for the year ended 31 December 2016 | 41,319,949 | 100.00 | 1,101 | 0.00 | 41,321,050 | 81.51% | 26,650 |
| 4 | To re-elect Mark Nicholls as a director | 41,159,189 | 99.92 | 34,032 | 0.08 | 41,193,221 | 81.25% | 154,479 |
| 5 | To re-elect Philip Howell as a director | 41,180,192 | 99.80 | 84,203 | 0.20 | 41,264,395 | 81.39% | 83,305 |
| 6 | To re-elect Paul Stockton as a director | 41,311,229 | 99.99 | 4,815 | 0.01 | 41,316,044 | 81.50% | 31,656 |
| 7 | To re-elect James Dean as a director | 41,298,540 | 99.99 | 2,162 | 0.01 | 41,300,702 | 81.47% | 46,998 |
| 8 | To elect Sarah Gentleman as a director | 41,295,940 | 99.99 | 2,162 | 0.01 | 41,298,102 | 81.46% | 49,598 |
| 9 | To re-elect Kathryn Matthews as a director | 41,265,018 | 99.92 | 34,535 | 0.08 | 41,299,553 | 81.46% | 48,147 |
| 10 | To elect Jim Pettigrew as a director | 40,283,499 | 99.91 | 36,794 | 0.09 | 40,320,293 | 79.53% | 1,027,407 |
| 11 | To re-appoint KPMG LLP as auditors of the Company | 40,454,186 | 98.87 | 464,036 | 1.13 | 40,918,222 | 80.71% | 429,478 |
| 12 | To authorise the directors to agree the remuneration of the auditors | 41,278,577 | 99.93 | 27,563 | 0.07 | 41,306,140 | 81.48% | 41,560 |
| 13 | To approve an authority to make political donations and to incur political expenditure | 39,888,925 | 98.25 | 712,361 | 1.75 | 40,601,286 | 80.09% | 746,414 |
| 14 | To approve a general authority to allot ordinary shares | 39,431,880 | 95.45 | 1,879,553 | 4.55 | 41,311,433 | 81.49% | 36,267 |
| 15 | To authorise the disapplication of pre-emption rights | 40,703,522 | 98.55 | 598,648 | 1.45 | 41,302,170 | 81.47% | 45,530 |
| 16 | To further authorise the disapplication of pre-emption rights regarding shares issued in connection with an acquisition or capital investment | 36,911,698 | 89.36 | 4,394,828 | 10.64 | 41,306,526 | 81.48% | 41,174 |
| 17 | To authorise market purchases of ordinary shares | 40,494,219 | 98.01 | 820,281 | 1.99 | 41,314,500 | 81.49% | 33,200 |
| 18 | To authorise the convening of a general meeting (other than the AGM) or not less than 14 days' notice | 40,875,827 | 98.95 | 434,673 | 1.05 | 41,310,500 | 81.49% | 37,200 |
For the purposes of section 341 of the Companies Act 2006, the votes cast are expressed as a percentage of 50,696,817 ordinary shares. A vote "withheld" is not a vote in law and has not been counted as a vote "for" or "against" a resolution. In accordance with Listing Rule 9.6.2, a copy of the resolutions passed at today's AGM will be submitted to the National Storage Mechanism.
Ali Johnson
Company Secretary
Tel: 020 7399 0326