REG - Computacenter - Result of AGM

ComputacenterAnnouncement

15/05/2025 17:00

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RNS Number : 9016I  Computacenter PLC  15 May 2025

Computacenter plc

Incorporated in England

Registration number: 03110569

LEI: 549300XSXUZ1I19DB105

ISIN: GB00BV9FP302

 

Computacenter plc

 

RESULTS OF ANNUAL GENERAL MEETING 15 MAY 2025

 

All resolutions put to the meeting were duly passed on a poll.  The poll
results showing the number of votes received for and against each resolution
are shown below. Resolutions 1 to 9 (inclusive) were passed as ordinary
resolutions and resolutions 10 to 13 (inclusive) were passed as special
resolutions.

 Resolution                                                                      Votes For*  % of Votes Cast  Votes Against  % of Votes Cast  Total Votes Cast  Total Votes Cast as a % of Issued Share Capital**  Votes Withheld***
 1. To receive the Reports and Accounts for the year ended 31/12/2024            91,196,659  100.00           495            0.00             91,197,154        85.84%                                             66,559
 2. Approval of the Annual Statement from the Chair of the Remuneration          90,907,553  99.61            353,274        0.39             91,260,827        85.90%                                             2,886
 Committee and the Annual Remuneration Report
 3. Approval of the Director's Remuneration Policy                               70,243,561  77.71            20,149,093     22.29            90,392,654        85.08%                                             871,059
 4. Approval of a final dividend of 47.4 pence per ordinary share                91,261,673  100.00           0              0.00             91,261,673        85.90%                                             2,040
 5a. Re-election of P Campbell as a director                                     86,747,089  95.06            4,512,473      4.94             91,259,562        85.90%                                             4,151
 5b. Re-election of R Carayol as a director                                      90,106,793  98.74            1,149,908      1.26             91,256,701        85.89%                                             7,012
 5c. Re-election of P W Hulme as a director                                      90,717,306  99.41            540,273        0.59             91,257,579        85.89%                                             6,134
 5d. Election of K Kuhn as a director                                            89,486,573  98.06            1,770,128      1.94             91,256,701        85.89%                                             7,012
 5e Election of S McNamara as a director                                         90,563,266  99.25            687,117        0.75             91,250,383        85.89%                                             13,330
 5f. Re-election of L Mitic as a director                                        89,778,797  98.38            1,474,004      1.62             91,252,801        85.89%                                             6,912
 5g. Re-election of M J Norris as a director                                     91,235,225  99.97            25,115         0.03             91,260,340        85.90%                                             3,373
 5h. Re-election of P J Ogden as a director                                      90,682,211  99.37            575,268        0.63             91,257,479        85.89%                                             6,234
 5i. Election of A Walker as a director                                          90,562,968  99.25            687,117        0.75             91,250,085        85.89%                                             13,628
 6. Re-appoint Grant Thornton UK LLP as Auditor                                  91,234,623  99.99            10,518         0.01             91,245,141        85.88%                                             18,572
 7. Authorise the Directors to agree the Auditor's remuneration                  91,249,387  99.99            11,474         0.01             91,260,861        85.90%                                             2,852
 8. Approval of Computacenter Share Plan 2025 (including the French Sub-Plan     87,299,116  95.79            3,840,339      4.21             91,139,455        85.78%                                             124,258
 and the California Sub-Plan)
 9. Authority to allot shares                                                    90,915,369  99.62            345,624        0.38             91,260,993        85.90%                                             2,720
 10. Disapplication of pre-emption rights to the allotment of equity securities  91,247,276  99.99            13,288         0.01             91,260,564        85.90%                                             3,149
 and sale of treasury shares for cash
 11. Further disapplication of pre-emption rights for the purposes of financing  91,245,660  99.98            14,904         0.02             91,260,564        85.90%                                             3,149
 an acquisition or other capital investment
 12. Approval of authority to market purchase own shares                         91,183,314  99.94            51,140         0.06             91,234,454        85.87%                                             29,259
 13. Approval that a general meeting (other than an AGM) may be called on not    90,360,950  99.01            900,398        0.99             91,261,348        85.90%                                             2,365
 less than 14 clear days' notice

 

Notes:

* Includes discretionary votes received

** Based on the total issued share capital of the Company as at 6.30pm on 13
May 2025 of 117,687,970 ordinary shares, each carrying one vote, and excluding
11,444,039 ordinary shares held in treasury

*** A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes for and against a resolution

 

A copy of the resolutions passed as Special Business have been submitted to
the National Storage Mechanism and will shortly be available for inspection

 

These resolutions are also available within the Notice of the Annual General
Meeting 2025 on the Computacenter investor website at
investors.computacenter.com

Resolution 3 (Directors' Remuneration Policy)

The Company acknowledges that, whilst over three quarters of shares voted were
cast in favour of Resolution 3 (the Directors' Remuneration Policy), the
overall vote in favour was slightly below 80 per cent. The Company consulted
with its largest institutional shareholders with regards to its policy
proposals in advance of the AGM, and we will now write to shareholders to
solicit any additional feedback from those who voted against the resolution in
order to understand their reasoning.

We will carefully consider the shareholder feedback we receive and will
publish an update on our engagement and the feedback received within six
months of the Annual General Meeting, in accordance with the UK Corporate
Governance Code.

 

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