Annual General Meeting & General Meeting 7 May 2020

Annual General Meeting & General Meeting
7 May 2020

The 2020 Annual General Meeting was held at 11:00am and the General Meeting was held at 12:00pm on Thursday 7 May 2020 at Kings Place, London, N1 9AG. The Board had to put in place alternative arrangements for both the Annual General Meeting and the General Meeting (the meetings) to comply with the restrictions on public gatherings introduced by the UK Government in order to reduce the transmission risk of Covid-19. As a result, the physical meetings were held with only the Chairman and the Company Secretary present. This is the minimum quorum of shareholders required by our Articles.

The Board welcomed engagement with the Company’s shareholders and, as it was not possible to hold these meetings in person, the Board will consider holding an investor day later in 2020, depending on the situation with regards Covid-19.

Ahead of these meetings being held, shareholders were encouraged to vote and submit any questions on the business of the meetings in advance. The questions were addressed by the Chairman and Chief Executive during their presentation.

Chairman and Chief Executive’s presentation & shareholder questions
Payments to shareholders

As you are aware, the Company issues redeemable C Shares of 0.1 pence each as a method of making payments to shareholders rather than paying a cash dividend. Given the rising level of uncertainty as to how the Covid-19 situation will develop, the Board decided not to recommend or make the final payment to shareholders (in the form of C Shares or otherwise) in respect of the financial year ended 31 December 2019 referred to on page 4 of the AGM notice. The Board believes that, in light of the uncertain macro-economic outlook, this was an appropriate and precautionary measure to take as the Group seeks to ensure a prudent level of liquidity in the event of a prolonged reduction in trading activity.

The Directors unanimously recommended that shareholders voted in favour of Resolution 19 in the AGM notice so that the Company remained able to make payments to shareholders by issuing C Shares (should it resolve to do so) until the authority conferred by Resolution 19 expires at the end of the Company’s AGM in 2021 or 30 June 2021, whichever is sooner.

Registering an email address for shareholder communications

You can register your email address by using this link. If you do not provide an e-mail address you will receive a written notification from the Company that the Annual Report and the Notice of Annual General Meeting are available to view and download from our website. Shareholders who prefer to receive paper copies of these documents can register their preference by contacting our Registrar.

Registrar

Shareholders can administer their account at www.investorcentre.co.uk. Alternatively, the Registrar’s Rolls-Royce team can be contacted by calling +44 (0)370 703 0162 between 8.30am and 5.30pm Monday to Friday.

Or by writing to them at:
Computershare Investor Services PLC,
The Pavilions,
Bridgwater Road,
Bristol
BS13 8AE.