Company Number: 02174990 10 December 2020
Softcat plc
("Softcat", the "Company")
Results of Annual General Meeting
Softcat plc (the "Company") announces that at its Annual General Meeting ("AGM") held today, 10 December 2020, all resolutions set out in the notice of the AGM were passed by the requisite majority of votes by shareholders by way of a poll.
Due to the Covid-19 pandemic, and in compliance with the Corporate Insolvency and Governance Act 2020, the AGM was held as a closed meeting, with a quorum present. All valid proxy votes were included in the poll taken at the meeting.
The full text of the resolutions proposed at the AGM is included in Softcat's Notice of AGM published on 28 October 2020, which is available on Softcat's website at: https://www.softcat.com/investors/shareholder-information/.
The results of the poll for each resolution were as follows:
|
|
VOTES FOR |
% |
VOTES AGAINST |
% |
TOTAL SHARES VOTED |
% OF ISSUED SHARE CAPITAL VOTED |
VOTES WITHHELD |
|
ORDINARY RESOLUTIONS |
|
|
|
|
|
|
|
|
1. To receive the Company's financial statements and the reports of the Directors together with the Auditor's Report for the year ended 31 July 2020 |
170,061,590 |
99.99 |
13,693 |
0.01 |
170,075,283 |
85.57 |
1,185,833 |
|
2. To approve the Directors' Remuneration Report |
167,295,326 |
97.69 |
3,950,771 |
2.31 |
171,246,097 |
86.16 |
15,019 |
|
3. To declare a final dividend of 16.6 pence per ordinary share |
171,260,587 |
99.99 |
60 |
0.01 |
171,260,647 |
86.17 |
470 |
|
4. To declare a special dividend of 7.6 pence per ordinary share |
171,259,976 |
100.00 |
0 |
0 |
171,259,976 |
86.17 |
1,141 |
|
5. To re-elect Graeme Watt as a Director |
170,721,130 |
99.69 |
539,119 |
0.31 |
171,260,249 |
86.17 |
868 |
|
6. To re-elect Martin Hellawell as a Director |
168,327,411 |
98.29 |
2,932,837 |
1.71 |
171,260,248 |
86.17 |
868 |
|
7. To re-elect Graham Charlton as a Director |
170,288,245 |
99.43 |
972,639 |
0.57 |
171,260,884 |
86.17 |
233 |
|
8. To re-elect Vin Murria OBE as a Director |
170,583,650 |
99.61 |
674,153 |
0.39 |
171,257,803 |
86.17 |
3,313 |
|
9. To re-elect Robyn Perriss as a Director |
170,964,287 |
99.83 |
293,517 |
0.17 |
171,257,804 |
86.17 |
3,313 |
|
10. To re-elect Karen Slatford as a Director |
165,302,292 |
96.52 |
5,955,640 |
3.48 |
171,257,932 |
86.17 |
3,184 |
|
11. To re-appoint Ernst & Young LLP as auditor of the Company |
170,601,535 |
99.90 |
177,457 |
0.1 |
170,778,992 |
85.93 |
482,124 |
|
12. To authorise the Audit Committee to determine the auditor's remuneration |
171,078,459 |
99.90 |
177,019 |
0.1 |
171,255,478 |
86.17 |
5,638 |
|
13. To authorise the Company to make political donations and expenditure up to the aggregate amount of £100,000 |
170,687,156 |
99.67 |
564,350 |
0.33 |
171,251,506 |
86.17 |
9,611 |
|
14. To authorise the Directors to allot securities pursuant to Section 551 of the Companies Act 2006 |
164,402,522 |
96.00 |
6,849,894 |
4 |
171,252,416 |
86.17 |
8,701 |
|
SPECIAL RESOLUTIONS |
|
|
|
|
|
|
|
|
15. To authorise the Directors to dis-apply the statutory pre-emption rights pursuant to Sections 570 and 573 of the Companies Act 2006 |
169,473,931 |
98.96 |
1,776,151 |
1.04 |
171,250,082 |
86.16 |
11,035 |
|
16. To authorise the Directors to dis-apply statutory pre-emption rights for the purposes of acquisitions or capital investments pursuant to Sections 570 and 573 of the Companies Act 2006 |
168,940,583 |
98.65 |
2,311,965 |
1.35 |
171,252,548 |
86.17 |
8,568 |
|
17. To authorise the Company to purchase its own shares |
170,281,703 |
99.48 |
888,631 |
0.52 |
171,170,334 |
86.12 |
90,782 |
|
18. To approve the calling of a general meeting other than an annual general meeting on not less than 14 clear days' notice |
168,301,968 |
98.27 |
2,955,463 |
1.73 |
171,257,431 |
86.17 |
3,686 |
VOTES OF SHAREHOLDERS EXCLUDING CONTROLLING SHAREHOLDER ON RE-ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTORS
|
ORDINARY RESOLUTIONS |
VOTES FOR |
% |
VOTES AGAINST |
% |
TOTAL SHARES VOTED |
% OF ISSUED SHARE CAPITAL VOTED |
VOTES WITHHELD |
|
9. To re-elect Vin Murria OBE as a Director |
106,015,509 |
99.72 |
293,517 |
0.28 |
106,309,026 |
53.49 |
3,313 |
|
11. To re-elect Robyn Perriss as a Director. |
105,652,757 |
99.83 |
117,457 |
0.17 |
105,830,214 |
53.25 |
482,124 |
|
12. To re-elect Karen Slatford as a Director |
106,129,681 |
99.83 |
177,019 |
0.17 |
106,306,700 |
53.49 |
5,638 |
Notes:
Any proxy appointments giving discretion to the Chair of the Meeting have been included in the "For" total.
A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.
The Company's total of ordinary shares in issue (total voting rights) as at 16:30 on 8 December 2020, being the time at which a person had to be registered in the Company's register of members in order to vote at the AGM, was
198,747,587 ordinary shares of £0.0005 each. Ordinary shareholders are entitled to one vote per ordinary share held.
Peter Kelly is regarded as a controlling shareholder of the Company for the purposes of the Listing Rules, and each resolution to re-elect independent non-executive directors (resolutions 9, 11 and 12) have under Listing Rule 9.2.2E been approved by a majority of the votes cast by:
i. the shareholders of the Company as a whole; and
ii. the independent shareholders of the Company, that is, all the shareholders entitled to vote on each resolution excluding the controlling shareholder.
In accordance with paragraph 9.6.2 of the Listing Rules, a copy of the resolutions passed at the AGM will be submitted to the National Storage Mechanism and will be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
A copy of this announcement will be available on the Company's website at: https://www.softcat.com/investors/shareholder-information/
Luke Thomas, Company Secretary
Softcat plc
10 December 2020
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