British American Tobacco p.l.c 6-K, filed Apr 19, 2023
British American Tobacco p.l.c. (BTI)
6-K
2023-04-19
For: 2023-04-19
View Original
Added on
April 08, 2026
About this 6-K
British American Tobacco p.l.c filed this 6-K on April 19, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
April 19, 2023
Commission File Number: 001-38159
BRITISH AMERICAN TOBACCO P.L.C.
(Translation of registrant’s name into English)
Globe House
4 Temple Place
London WC2R 2PG
United Kingdom
(Address of principal executive office)
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
This report includes materials as exhibits that have been published and made available by British American Tobacco p.l.c.
(the “Registrant”) as of April 19, 2023.
The information contained in the first three bullet points under the second paragraph (excluding the second sentence of the third bullet point), the third paragraph (including the bullet points and
related footnotes thereunder), the fourth paragraph (including the first three bullet points thereunder) under the heading “OUTLOOK” of Exhibit 1 to this Form 6-K is incorporated by reference into the Form S-8 Registration
Statements File Nos. 333-223678, 333-219440 and 333-237186 of the Registrant and into the Form F-3 Registration Statement File Nos. 333-265958, 333-265958-01, 333-265958-02, 333-265958-03, 333-265958-04 and 333-265958-05 of the
Registrant, British American Tobacco Holdings (The Netherlands) B.V., Reynolds American Inc., B.A.T. Netherlands Finance B.V., B.A.T. International Finance p.l.c. and B.A.T Capital Corporation, and related Prospectuses, as such
Registration Statements and Prospectuses may be amended from time to time.
EXHIBIT INDEX
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Exhibit
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Description
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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British American Tobacco p.l.c.
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By:
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/s/ Claire Dhokia
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| Name: |
Claire Dhokia |
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| Title: |
Deputy Company Secretary
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Date: April 19, 2023
Exhibit 1
British American Tobacco p.l.c.
19 April 2023
AGM 2023
Chair’s address
Good morning, ladies and gentlemen.
It is my pleasure to welcome you to BAT’s 2023 Annual General Meeting.
All of your Directors are here today, apart from Holly Keller Koeppel who is unable to attend.
Reflecting on 2022, I am delighted to say that the business continued to make great progress against our strategy. This was achieved despite a difficult, and rapidly changing, external
environment.
As you will have seen, the title of our 2022 Annual Report is ‘Delivering Transformation’. I think this is a very apt description of what is happening at BAT.
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Our New Category business delivered strong volume, revenue and market share growth.
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The Group delivered a 150 basis points improvement in adjusted operating margin at current rates and delivered another year of 100% operating cash conversion.
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We also returned £6.9 billion to shareholders through dividends and share buy-backs.
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The multi-category, purpose-led strategy that the management team put in place in 2019 is working. It is delivering for all stakeholders.
For shareholders, we have delivered 40% total shareholder return (“TSR”) since the launch of our new strategy in March 2019, materially outperforming tobacco peers and the FTSE.
The cornerstone of our purpose to build A Better TomorrowTM is to provide adult smokers with a range of reduced-risk alternatives to cigarettes*†.
In order to help adult smokers switch to these less risky, Non-Combustible products*†, we must ensure that they are both satisfying and meet evolving consumer preferences.
The fact that around 15% of our revenue is now generated from Non-Combustible products, a two-fold increase since 2018, is testament to our progress.
At the end of 2022, we had 22.5 million consumers of our Non-Combustible products**. The upward trajectory, and the momentum we have, provides a clear pathway to reaching
our goal of 50 million consumers by 2030.
In countries which have embraced the concept of “Tobacco Harm Reduction”, countries like Sweden, the UK and Japan, we have seen significant declines in smoking rates.1. 2. 3.
These examples show the importance of adult smokers having access to less risky alternatives*†. If more countries were to embrace Tobacco Harm Reduction as a policy tool,
further progress to reduce smoking rates could be made; even more quickly.
The weight of evidence suggests this is the best route to reducing smoking rates.
Of course, we recognise that there remains scepticism among some stakeholders around the role of
reduced-risk products*†. Some still need to be convinced of the science that supports them.
It is the reason why we place such emphasis on scientific research, bolstering the evidence and advocacy that underpins Tobacco Harm Reduction.
It is also the reason why our Group is aligned around A Better TomorrowTM.
However, reducing the health impact of our business cannot be achieved just by BAT.
Our efforts alone will not deliver the wholesale transformation of BAT, or of this industry.
Policymakers, regulators and public health advocates must help build the science base, and create the policy frameworks necessary, for adult smokers to switch to less risky
alternatives*†.
As a Board, it is our responsibility to make sure that BAT’s own transformation continues apace.
Fundamental to that is regularly reviewing capital allocation choices. We do this to ensure that the business retains the right balance between driving a step change in New Categories
and generating value from the combustibles business to invest in further growth. Furthermore, we give due consideration to other factors, including capital structure and returns to shareholders.
As we evolve on our transformation journey, we have implemented further organisational changes in January this year; streamlining the business, driving increased focus, and sharpening
execution to deliver on our 2025 and 2030 targets through:
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Reducing our regional structure from four to three;
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Optimising the number of business units from 16 to 12; and
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Creating new Management Board roles dedicated to transformation and the combustibles’ business.
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OUTLOOK
Turning to our outlook, we continue to expect full year constant currency organic Group revenue growth of 3 to 5% excluding Russia and Belarus; and EPS growth, on a constant currency
adjusted◊ diluted earnings per share basis, of mid-single figure.
Given the macro-economic outlook, and in line with our February 2023 guidance, we expect our performance, on an organic basis‡, to be second half weighted.
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On a year-to-date basis our Non-Combustible consumer** base increased further, by more than 700,000 consumers.
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We are making strong progress towards our 2024 New Category profitability target.
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We continue to accelerate our investment in New Categories. In 2023 the phasing of investment plans will be weighted to the second half of the year.
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We are making good progress towards reducing our leverage closer to the middle of our target 2-3x net debt / EBITDA range by the end of 2023, driven by continued strong cash generation.
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In line with our strategy, we are rapidly transforming our business and building A Better TomorrowTM:
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In Vapour, Vuse continues to further strengthen its global value share*** leadership, with year-to-date share up 3.5 percentage points, driven by a strong performance in the U.S.
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Our volume share*** of THP and combustibles combined is up by 10 basis points. glo continues to perform well in Europe supported by the roll out of our X2 platform, offset by a highly
competitive pricing environment in Japan. We expect our performance to accelerate in the second half supported by a strong investment programme.
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In Modern Oral, we remain clear leaders in Europe, while unlocking potential in emerging markets. In the U.S., we await the outcome of our Velo 2.0 Premarket Tobacco Product Authorisation
(“PMTA”) submission. Year to date, Velo has grown global volume share*** of total oral by 60 basis points.
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Our combustibles business continues to fuel our transformation and underpin Group delivery driven by robust pricing, while macro-economic conditions and geographic mix have impacted
our year-to-date performance:
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Group combustibles volume and value share versus full year 2022, is down 20 basis points and 50 basis points respectively, largely driven by the weight of the U.S. market.
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Since the beginning of the year, we have delivered volume share growth with Group volume share up 10 basis points versus the second half of 2022.
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The U.S. Industry Premium segment, which is more than half of the market, declined 60 basis points in 2022, and now shows early signs of stabilisation. Our premium volume share has sequentially
grown through the first quarter.
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Our U.S. first-half volume will be impacted by inventory phasing, mostly driven by the prior year implementation of our global SAP platform. Consequently, our full year performance will be
second half weighted.
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To summarise, we remain on track to achieve:
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Our 2023 Group guidance;
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£5 billion New Category revenue target in 2025; and
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New Category profitability one year early, in 2024.
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We are delivering, and we are committed to invest in our transformation and build A Better TomorrowTM, in line with the purpose of the Group.
BOARD COMPOSITION
Now, let me turn to the composition of our Board. I am delighted to welcome Véronique Laury who, in September 2022, joined the Board as an independent Non-Executive Director and member
of the Nominations and Audit Committees.
And let me express my thanks to Dimitri Panayotopoulos for his tenure as Senior Independent Director, and to Sue Farr for assuming the role as of August 2022. Dimitri remains as the
Chair of the Remuneration Committee.
I would also like to thank Savio Kwan, who has served on the Board since January 2014, and will step down as a Non-Executive Director from the Board at the conclusion of this AGM. I
would like to thank him for his valuable contributions over his nine years of service.
MY THANKS
Before we move to the Resolutions, and reflecting on the success of 2022, let me thank my fellow Directors on the Board, our Chief Executive, Jack Bowles and the management team, as
well as all of our employees around the world. It is through their ongoing resilience, focus and effort that the Group continues to succeed.
Undoubtedly, 2023 will remain demanding as we face challenges – both geopolitical and macro-economic. The priorities for BAT are clear and we have the strategy, people and capabilities
in place to continue building A Better TomorrowTM.
Notes:
All share data is year-to-date February vs FY22.
* Based on the weight of evidence and assuming a complete switch from cigarette smoking. These products are not risk free and are addictive.
† Our Vapour product Vuse (including Alto, Solo, Ciro and Vibe), and certain products, including Velo, Grizzly, Kodiak, and Camel Snus, which are sold in the U.S., are subject to FDA
regulation and no reduced-risk claims will be made as to these products without agency clearance.
◊ On an adjusted constant currency basis. Adjusting
items represent certain items which the Group considers distinctive based upon their size, nature or incidence.
** The number of consumers of Non-Combustible products is defined as the estimated number of Legal Age (minimum 18 years) consumers of the Group’s Non-Combustible
products. In markets where regular consumer tracking is in place, this estimate is obtained from adult consumer tracking studies conducted by third parties (including Kantar). In markets where regular consumer tracking is not in place, the number of
consumers of Non-Combustible products is derived from volume sales of consumables and devices in such markets, using consumption patterns obtained from other similar markets with consumer tracking (utilising studies conducted by third parties
including Kantar).
The number of Non-Combustible products consumers is used by management to assess the number of consumers regularly using the Group’s New Category products as the
increase in Non-Combustible products is a key pillar of the Group’s ESG Ambition and is integral to the sustainability of our business.
The Group’s management believes that this measure is useful to investors given the Group’s ESG ambition and alignment to the sustainability of the business with
respect to the Non-Combustibles portfolio.
*** Value share: The retail sales value of the product sold as a proportion of total retail sales value in that category.
Volume share: The number of units bought by consumers of a specific brand or combination of brands, as a proportion of the total units bought by consumers in the industry, category or other sub-categorization. Sub-categories include, but are not
limited to, the total nicotine category, Modern Oral, Vapour, Traditional Oral or cigarette.
‡ Performance presented excluding businesses sold or acquired that may significantly affect the users understanding of the Group's performance when compared across periods. Organic
measures exclude the performance of such businesses in the current and comparator periods to ensure like for like assessment across all periods. In 2021, the Group sold its Iranian business. However, as the Iranian business was not significant to the
users understanding of that year or subsequent years financial performance, management did not treat the sale of Iranian business as an organic adjustment.
| 1. |
Human, Delon. “Sweden Achieves the Lowest Smoking Rate in Europe and Is on Track to Become Officially Smoke-Free - the Eu Must Take Note.” BusinessWire. https://www.businesswire.com/news/home/20221205005671/en/Sweden-Achieves-the-Lowest-Smoking-Rate-in-Europe-and-is-on-Track-to-Become-Offici
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| 2. |
Fagerstrom, K. “Can Alternative Nicotine Products Put the Final Nail in the Smoking Coffin?” Harm Reduct J, vol. 19, no. 1, 2022, p. 131, doi:10.1186/s12954-022-00722-5
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| 3. |
“State of Smoking in Japan.” Foundation for A Smoke-Free World. https://www.smokefreeworld.org/health-science-research-2/health-science-technology-agenda/data-analytics/global-state-of-smoking-landscape/state-smoking-japan
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Forward-Looking Statements
This announcement does not constitute an invitation to underwrite, subscribe for, or otherwise acquire or dispose of any BAT shares or other securities. This announcement contains
certain forward-looking statements, including “forward-looking” statements made within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are often, but not always, made through the use of words or phrases such
as "believe," "anticipate," "could," "may," "would," "should," "intend," "plan," "potential," "predict," "will," "expect," "estimate," "project," "positioned," "strategy," "outlook", "target" and similar expressions. These include statements
regarding our intentions, beliefs or current expectations concerning, amongst other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the economic and business circumstances occurring from time to
time in the countries and markets in which the British American Tobacco Group (the “Group”) operates.
In particular, these forward-looking statements include, among other statements, certain statements under the heading “OUTLOOK”.
All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors. It is believed that the expectations reflected in
this announcement are reasonable but they may be affected by a wide range of variables that could cause actual results to differ materially from those currently anticipated.
Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are uncertainties related to the following: the
impact of competition from illicit trade; the impact of adverse domestic or international legislation and regulation; the inability to develop, commercialise and deliver the Group’s New Categories strategy; adverse litigation and dispute outcomes and
the effect of such outcomes on the Group’s financial condition; the impact of significant increases or structural changes in tobacco, nicotine and New Categories related taxes; translational and transactional foreign exchange rate exposure; changes
or differences in domestic or international economic or political conditions; the ability to maintain credit ratings and to fund the business under the current capital structure; the impact of serious injury, illness or death in the workplace;
adverse decisions by domestic or international regulatory bodies; changes in the market position, businesses, financial condition, results of operations or prospects of the Group and direct and indirect adverse impacts associated with Climate Change
and the move towards a Circular Economy.
Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. The forward-looking statements reflect knowledge and
information available at the date of preparation of this announcement and BAT undertakes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. Readers are cautioned not
to place undue reliance on such forward-looking statements.
Additional information concerning these and other factors can be found in BAT’s filings with the U.S. Securities and Exchange Commission (“SEC”), including the Annual Report on Form
20-F and Current Reports on Form 6-K, which may be obtained free of charge at the SEC’s website, http://www.sec.gov, and BAT’s Annual Reports, which may be obtained free of charge from the British American Tobacco website www.bat.com.
No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of BAT for the
current or future financial years would necessarily match or exceed the historical published earnings per share of BAT.
Exhibit 2
BRITISH AMERICAN TOBACCO p.l.c. (the “Company”)
RESULTS OF VOTING AT THE 2023 ANNUAL GENERAL MEETING
The Annual General Meeting (“the “AGM”) of the Company was held at 11.30am on 19 April 2023 at the Hilton London Bankside, 2-8 Great Suffolk St, London, SE1 0UG.
The tables below set out the results of the poll on each of the total of 20 Resolutions as stated in the Notice of Meeting dated 6 March 2023. All valid proxy votes (whether
submitted electronically or in hard copy form) were included in the poll taken at the Meeting. Each shareholder, present in person or by proxy, was entitled to one vote per ordinary share of 25p held.
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Resolution 1
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Receipt of 2022 Report and Accounts
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For - Note (b)
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1,675,317,502
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Percent of Votes Cast
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99.90%
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Percent of Issued Share Capital
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74.91%
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Against
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1,632,861
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Percent of Votes Cast
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0.10%
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Percent of Issued Share Capital
|
0.07%
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Total Votes Cast (Excl. Votes Withheld)
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1,676,950,363
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Percent of Issued Share Capital
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74.99%
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Votes Withheld - Note (c)
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3,249,716
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Resolution 2
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Approval of the 2022 Directors’ Remuneration Report
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For - Note (b)
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1,585,393,499
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Percent of Votes Cast
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95.18%
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Percent of Issued Share Capital
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70.89%
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Against
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80,274,647
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Percent of Votes Cast
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4.82%
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Percent of Issued Share Capital
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3.59%
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Total Votes Cast (Excl. Votes Withheld)
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1,665,668,146
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Percent of Issued Share Capital
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74.48%
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Votes Withheld - Note (c)
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14,532,234
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Resolution 3
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Reappointment of KPMG LLP as Auditors
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For - Note (b)
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1,670,594,556
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Percent of Votes Cast
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99.55%
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Percent of Issued Share Capital
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74.70%
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Against
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7,518,651
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Percent of Votes Cast
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0.45%
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|
Percent of Issued Share Capital
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0.34%
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|
Total Votes Cast (Excl. Votes Withheld)
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1,678,113,207
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Percent of Issued Share Capital
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75.04%
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Votes Withheld - Note (c)
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2,087,332
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Resolution 4
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Authority for the Audit Committee to agree the Auditors’ remuneration
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For - Note (b)
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1,676,907,349
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Percent of Votes Cast
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99.91%
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|
Percent of Issued Share Capital
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74.99%
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Against
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1,486,493
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Percent of Votes Cast
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0.09%
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|
Percent of Issued Share Capital
|
0.07%
|
|
Total Votes Cast (Excl. Votes Withheld)
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1,678,393,842
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Percent of Issued Share Capital
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75.05%
|
|
Votes Withheld - Note (c)
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1,807,138
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Resolution 5
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Re-election of Luc Jobin as a Director
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For - Note (b)
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1,638,501,373
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Percent of Votes Cast
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97.69%
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Percent of Issued Share Capital
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73.27%
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Against
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38,761,881
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Percent of Votes Cast
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2.31%
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Percent of Issued Share Capital
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1.73%
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Total Votes Cast (Excl. Votes Withheld)
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1,677,263,254
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Percent of Issued Share Capital
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75.00%
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Votes Withheld - Note (c)
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2,937,726
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Resolution 6
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Re-election of Jack Bowles as a Director
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For - Note (b)
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1,672,115,123
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Percent of Votes Cast
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99.62%
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Percent of Issued Share Capital
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74.77%
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Against
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6,332,799
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Percent of Votes Cast
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0.38%
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|
Percent of Issued Share Capital
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0.28%
|
|
Total Votes Cast (Excl. Votes Withheld)
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1,678,447,922
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|
Percent of Issued Share Capital
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75.05%
|
|
Votes Withheld - Note (c)
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1,753,058
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|
Resolution 7
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|
|
Re-election of Tadeu Marroco as a Director
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|
|
For - Note (b)
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1,668,047,741
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Percent of Votes Cast
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99.38%
|
|
Percent of Issued Share Capital
|
74.59%
|
|
Against
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10,376,147
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|
Percent of Votes Cast
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0.62%
|
|
Percent of Issued Share Capital
|
0.46%
|
|
Total Votes Cast (Excl. Votes Withheld)
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1,678,423,888
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|
Percent of Issued Share Capital
|
75.05%
|
|
Votes Withheld - Note (c)
|
1,776,987
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|
Resolution 8
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|
|
Re-election of Kandy Anand as a Director
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|
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For - Note (b)
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1,671,004,130
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|
Percent of Votes Cast
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99.63%
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|
Percent of Issued Share Capital
|
74.72%
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|
Against
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6,212,043
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|
Percent of Votes Cast
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0.37%
|
|
Percent of Issued Share Capital
|
0.28%
|
|
Total Votes Cast (Excl. Votes Withheld)
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1,677,216,173
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|
Percent of Issued Share Capital
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75.00%
|
|
Votes Withheld - Note (c)
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2,984,807
|
|
Resolution 9
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|
|
Re-election of Sue Farr as a Director
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|
|
For - Note (b)
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1,661,194,864
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|
Percent of Votes Cast
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99.04%
|
|
Percent of Issued Share Capital
|
74.28%
|
|
Against
|
16,094,213
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|
Percent of Votes Cast
|
0.96%
|
|
Percent of Issued Share Capital
|
0.72%
|
|
Total Votes Cast (Excl. Votes Withheld)
|
1,677,289,077
|
|
Percent of Issued Share Capital
|
75.00%
|
|
Votes Withheld - Note (c)
|
2,911,903
|
|
Resolution 10
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|
|
Re-election of Karen Guerra as a Director
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|
|
For - Note (b)
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1,670,777,703
|
|
Percent of Votes Cast
|
99.62%
|
|
Percent of Issued Share Capital
|
74.71%
|
|
Against
|
6,430,340
|
|
Percent of Votes Cast
|
0.38%
|
|
Percent of Issued Share Capital
|
0.29%
|
|
Total Votes Cast (Excl. Votes Withheld)
|
1,677,208,043
|
|
Percent of Issued Share Capital
|
75.00%
|
|
Votes Withheld - Note (c)
|
2,992,937
|
|
Resolution 11
|
|
|
Re-election of Holly Keller Koeppel as a Director
|
|
|
For - Note (b)
|
1,649,153,526
|
|
Percent of Votes Cast
|
98.32%
|
|
Percent of Issued Share Capital
|
73.74%
|
|
Against
|
28,102,908
|
|
Percent of Votes Cast
|
1.68%
|
|
Percent of Issued Share Capital
|
1.26%
|
|
Total Votes Cast (Excl. Votes Withheld)
|
1,677,256,434
|
|
Percent of Issued Share Capital
|
75.00%
|
|
Votes Withheld - Note (c)
|
2,944,476
|
|
Resolution 12
|
|
|
Re-election of Dimitri Panayotopoulos as a Director
|
|
|
For - Note (b)
|
1,660,170,624
|
|
Percent of Votes Cast
|
98.98%
|
|
Percent of Issued Share Capital
|
74.24%
|
|
Against
|
17,086,288
|
|
Percent of Votes Cast
|
1.02%
|
|
Percent of Issued Share Capital
|
0.76%
|
|
Total Votes Cast (Excl. Votes Withheld)
|
1,677,256,912
|
|
Percent of Issued Share Capital
|
75.00%
|
|
Votes Withheld - Note (c)
|
2,944,068
|
|
Resolution 13
|
|
|
Re-election of Darrell Thomas as a Director
|
|
|
For - Note (b)
|
1,669,910,679
|
|
Percent of Votes Cast
|
99.57%
|
|
Percent of Issued Share Capital
|
74.67%
|
|
Against
|
7,284,659
|
|
Percent of Votes Cast
|
0.43%
|
|
Percent of Issued Share Capital
|
0.33%
|
|
Total Votes Cast (Excl. Votes Withheld)
|
1,677,195,338
|
|
Percent of Issued Share Capital
|
75.00%
|
|
Votes Withheld - Note (c)
|
3,005,642
|
|
Resolution 14
|
|
|
Election of Véronique Laury as a Director
|
|
|
For - Note (b)
|
1,672,587,461
|
|
Percent of Votes Cast
|
99.74%
|
|
Percent of Issued Share Capital
|
74.79%
|
|
Against
|
4,314,873
|
|
Percent of Votes Cast
|
0.26%
|
|
Percent of Issued Share Capital
|
0.19%
|
|
Total Votes Cast (Excl. Votes Withheld)
|
1,676,902,334
|
|
Percent of Issued Share Capital
|
74.98%
|
|
Votes Withheld - Note (c)
|
3,298,046
|
|
Resolution 15
|
|
|
Authority to make donations to political organisations and to incur political expenditure
|
|
|
For - Note (b)
|
1,545,644,557
|
|
Percent of Votes Cast
|
92.21%
|
|
Percent of Issued Share Capital
|
69.12%
|
|
Against
|
130,633,984
|
|
Percent of Votes Cast
|
7.79%
|
|
Percent of Issued Share Capital
|
5.84%
|
|
Total Votes Cast (Excl. Votes Withheld)
|
1,676,278,541
|
|
Percent of Issued Share Capital
|
74.96%
|
|
Votes Withheld - Note (c)
|
3,917,680
|
|
Resolution 16
|
|
|
Renewal of Directors' authority to allot shares
|
|
|
For - Note (b)
|
1,497,449,119
|
|
Percent of Votes Cast
|
89.55%
|
|
Percent of Issued Share Capital
|
66.96%
|
|
Against
|
174,774,957
|
|
Percent of Votes Cast
|
10.45%
|
|
Percent of Issued Share Capital
|
7.82%
|
|
Total Votes Cast (Excl. Votes Withheld)
|
1,672,224,076
|
|
Percent of Issued Share Capital
|
74.78%
|
|
Votes Withheld - Note (c)
|
7,976,904
|
|
Resolution 17 – Note (d)
|
|
|
Authority for the Directors to allot equity securities for cash
|
|
|
For - Note (b)
|
1,511,303,601
|
|
Percent of Votes Cast
|
90.43%
|
|
Percent of Issued Share Capital
|
67.58%
|
|
Against
|
159,955,821
|
|
Percent of Votes Cast
|
9.57%
|
|
Percent of Issued Share Capital
|
7.15%
|
|
Total Votes Cast (Excl. Votes Withheld)
|
1,671,259,422
|
|
Percent of Issued Share Capital
|
74.73%
|
|
Votes Withheld - Note (c)
|
8,941,558
|
|
Resolution 18 – Note (d)
|
|
|
Authority for the Company to make market purchases of ordinary shares
|
|
|
For - Note (b)
|
1,663,113,521
|
|
Percent of Votes Cast
|
99.12%
|
|
Percent of Issued Share Capital
|
74.37%
|
|
Against
|
14,733,588
|
|
Percent of Votes Cast
|
0.88%
|
|
Percent of Issued Share Capital
|
0.66%
|
|
Total Votes Cast (Excl. Votes Withheld)
|
1,677,847,109
|
|
Percent of Issued Share Capital
|
75.03%
|
|
Votes Withheld - Note (c)
|
2,353,871
|
|
Resolution 19 - Note (d)
Notice period for General Meetings
|
|
|
For - Note (b)
|
1,580,393,326
|
|
Percent of Votes Cast
|
94.15%
|
|
Percent of Issued Share Capital
|
70.67%
|
|
Against
|
98,132,615
|
|
Percent of Votes Cast
|
5.85%
|
|
Percent of Issued Share Capital
|
4.39%
|
|
Total Votes Cast (Excl. Votes Withheld)
|
1,678,525,941
|
|
Percent of Issued Share Capital
|
75.06%
|
|
Votes Withheld - Note (c)
|
1,675,038
|
|
Resolution 20 - Note (d)
|
|
|
Adoption of new Articles of Association
|
|
|
For - Note (b)
|
1,675,972,363
|
|
Percent of Votes Cast
|
99.87%
|
|
Percent of Issued Share Capital
|
74.94%
|
|
Against
|
2,222,761
|
|
Percent of Votes Cast
|
0.13%
|
|
Percent of Issued Share Capital
|
0.10%
|
|
Total Votes Cast (Excl. Votes Withheld)
|
1,678,195,124
|
|
Percent of Issued Share Capital
|
75.04%
|
|
Votes Withheld - Note (c)
|
2,005,856
|
All resolutions were passed at the Company’s AGM today with the requisite majority of votes.
Savio Kwan, stepped down from the Board as a Non-Executive Director at the conclusion of the Company's 2023 AGM. Mr Kwan’s retirement from the Board follows the Company’s
announcement on 9 February 2023, as further set out in the Company’s 2022 Annual Report and Form 20-F.
Notes:
| (a) |
The total number of ordinary shares in issue (excluding treasury shares) at the close of business on Tuesday 18 April 2023 was 2,236,321,754.
|
| (b) |
Includes discretionary votes.
|
| (c) |
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.
|
| (d) |
In accordance with Listing Rules 9.6.2R and 9.6.3R, copies of Resolutions 16 to 20 along with the amended Articles of Association will be submitted to the National Storage Mechanism as soon as
practicable and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
|
| (e) |
The amended Articles of Association are also available at www.bat.com.
|
P McCrory
Secretary
British American Tobacco p.l.c.
19 April 2023
Enquiries:
British American Tobacco Media Centre
+44 (0)20 7845 2888 (24 hours) │@BATPlc
Investor Relations
Victoria Buxton / Yetunde Ibe / John Harney:
+44 (0)20 7845 2012 / 1095 / 1263