Rathbone Brothers Plc : Result of AGM

RATHBONE BROTHERS PLC ('Rathbones')

RESULTS OF THE 2018 ANNUAL GENERAL MEETING
NOTIFICATION REQUIRED BY LISTING RULE 9.6.18

At the forty-seventh Annual General Meeting of the Company held at 8 Finsbury Circus, London, EC2M 7AZ on Thursday 10 May 2018, all the resolutions proposed (which were contained in the Notice of Meeting dated 6 April 2018) were passed on a poll.

Resolutions 1 to 16 were ordinary resolutions and resolutions 17 to 20 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 www.rathbones.com/investor-relations/corporate-governance/general-meetings . 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 2017 40,624,676 99.94 22,580 0.06 40,647,256 79.15% 437,752
2 To approve the directors' remuneration report for the year ended 31 December 2017 35,351,465 86.91 5,323,547 13.09 40,675,012 79.20% 409,995
3 To approve the directors' remuneration policy 34,588,745 85.07 6,068,046 14.93 40,656,791 79.17% 428,216
4 To approve the amendments to the rules of the 2015 Executive Incentive Plan 40,481,820 98.82 483,186 1.18 40,965,006 79.77% 120,003
5 To declare a final dividend of 39p per share for the year ended 31 December 2017 41,071,609 100.00 0 0.00 41,071,609 79.97% 13,400
6 To re-elect Mark Nicholls as a director 40,741,860 99.38 253,960 0.62 40,995,820 79.83% 89,188
7 To re-elect Philip Howell as a director 40,600,078 99.20 328,711 0.80 40,928,789 79.70% 156,220
8 To re-elect Paul Stockton as a director 40,952,990 99.71 117,060 0.29 41,070,050 79.97% 14,959
9 To re-elect James Dean as a director 40,816,545 99.69 125,770 0.31 40,942,315 79.72% 142,694
10 To elect Sarah Gentleman as a director 39,987,402 98.96 420,298 1.04 40,407,700 78.68% 677,309
11 To re-elect Kathryn Matthews as a director 40,754,874 99.54 187,441 0.46 40,942,315 79.72% 142,694
12 To re-elect Jim Pettigrew as a director 40,825,848 99.69 127,331 0.31 40,953,179 79.74% 131,830
13 To re-appoint KPMG LLP as auditors of the Company 40,543,803 99.17 339,124 0.83 40,882,927 79.61% 202,081
14 To authorise the audit committee to agree the remuneration of the auditors 40,898,049 99.85 59,959 0.15 40,958,008 79.75% 127,001
15 To approve an authority to make political donations and to incur political expenditure 40,094,279 97.88 870,475 2.12 40,964,754 79.77% 120,255
16 To approve a general authority to allot ordinary shares 39,444,329 96.30 1,514,485 3.70 40,958,814 79.75% 126,195
17 To authorise the disapplication of pre-emption rights 40,752,585 99.51 198,864 0.49 40,951,449 79.74% 133,560
18 To further authorise the disapplication of pre-emption rights regarding shares issued in connection with an acquisition or capital investment 37,123,070 90.65 3,828,378 9.35 40,951,448 79.74% 133,560
19 To authorise market purchases of ordinary shares 40,620,735 99.18 337,697 0.82 40,958,432 79.75% 126,576
20 To authorise the convening of a general meeting (other than the AGM) of not less than 14 days' notice 40,073,540 97.84 884,773 2.16 40,958,313 79.75% 126,696

For the purposes of section 341 of the Companies Act 2006, the votes cast are expressed as a percentage of 51,356,140 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