Company Number: 02174990 14 December 2022
Softcat plc
("Softcat", the "Company")
Results of Annual General Meeting
Softcat plc (the "Company") announces that at its Annual General Meeting ("AGM") held yesterday, 13 December 2022, 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.
The full text of the resolutions proposed at the AGM is included in Softcat's Notice of AGM published on 3 November 2022, 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 2022 |
171,428,127 |
100.00 |
313 |
0.00 |
171,428,440 |
85.98 |
235,329 |
|
2. To approve the Directors' Remuneration Report |
168,139,235 |
97.95 |
3,524,446 |
2.05 |
171,663,681 |
86.09 |
88 |
|
3. To approve the Directors' Remuneration Policy |
169,094,250 |
98.50 |
2,569,431 |
1.50 |
171,663,681 |
86.09 |
88 |
|
4. To declare a final dividend of 16.6 pence per ordinary share |
171,663,456 |
100.00 |
313 |
0.00 |
171,663,769 |
86.09 |
0 |
|
5. To declare a special dividend of 12.6 pence per ordinary share |
171,661,966 |
100.00 |
1,803 |
0.00 |
171,663,769 |
86.09 |
0 |
|
6. To re-elect Graeme Watt as a Director |
168,672,891 |
99.46 |
913,923 |
0.54 |
169,586,814 |
85.05 |
2,076,955 |
|
7. To re-elect Martin Hellawell as a Director |
166,393,694 |
97.32 |
4,580,101 |
2.68 |
170,973,795 |
85.75 |
689,974 |
|
8. To re-elect Graham Charlton as a Director |
169,811,781 |
98.92 |
1,851,065 |
1.08 |
171,662,846 |
86.09 |
923 |
|
9. To re-elect Vin Murria OBE as a Director |
170,768,572 |
99.49 |
881,518 |
0.51 |
171,650,090 |
86.09 |
13,679 |
|
10. To re-elect Robyn Perriss as a Director |
170,423,610 |
99.29 |
1,226,480 |
0.71 |
171,650,090 |
86.09 |
13,679 |
|
11. To re-elect Karen Slatford as a Director |
165,923,744 |
96.66 |
5,726,346 |
3.34 |
171,650,090 |
86.09 |
13,679 |
|
12. To elect Lynne Weedall as a Director |
171,465,229 |
99.89 |
185,022 |
0.11 |
171,650,251 |
86.09 |
13,518 |
|
13. To re-appoint Ernst & Young LLP as auditor of the Company |
170,556,957 |
99.36 |
1,103,978 |
0.64 |
171,660,935 |
86.09 |
2,834 |
|
14. To authorise the Audit Committee to determine the auditor's remuneration |
171,647,964 |
99.99 |
12,878 |
0.01 |
171,660,842 |
86.09 |
2,927 |
|
15. To authorise the Company to make political donations and expenditure up to the aggregate amount of £100,000 |
167,523,973 |
97.59 |
4,139,724 |
2.41 |
171,663,697 |
86.09 |
72 |
|
16. To authorise the Directors to allot securities pursuant to Section 551 of the Companies Act 2006 |
170,126,806 |
99.11 |
1,534,286 |
0.89 |
171,661,092 |
86.09 |
2,677 |
|
SPECIAL RESOLUTIONS |
|
|
|
|
|
|
|
|
17. To authorise the Directors to dis-apply the statutory pre-emption rights pursuant to Sections 570 and 573 of the Companies Act 2006 |
171,432,603 |
99.87 |
217,741 |
0.13 |
171,650,344 |
86.09 |
13,425 |
|
18. 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 |
170,181,338 |
99.14 |
1,481,780 |
0.86 |
171,663,118 |
86.09 |
651 |
|
19. To authorise the Company to purchase its own shares |
170,122,157 |
99.25 |
1,282,325 |
0.75 |
171,404,482 |
85.96 |
259,287 |
|
20. To approve the calling of a general meeting other than an annual general meeting on not less than 14 clear days' notice |
166,441,670 |
96.96 |
5,221,861 |
3.04 |
171,663,531 |
86.09 |
238 |
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 |
105,819,794 |
99.17 |
881,518 |
0.83 |
106,701,312 |
53.51 |
13,679 |
|
10. To re-elect Robyn Perriss as a Director. |
105,474,832 |
98.85 |
1,226,480 |
1.15 |
106,701,312 |
53.51 |
13,679 |
|
11. To re-elect Karen Slatford as a Director |
100,974,966 |
94.63 |
5,726,346 |
5.37 |
106,701,312 |
53.51 |
13,679 |
|
12. To elect Lynne Weedall as a Director |
106,516,451 |
99.83 |
185,022 |
0.17 |
106,701,473 |
53.51 |
13,518 |
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 9 December 2022, 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
199,389,914 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, 10, 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
14 December 2022
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