REG - Softcat PLC - Result of AGM - Correction

SoftcatAnnouncement

11/12/2020 16:15

RNS Number : 4439I
  
Softcat PLC
  
11 December 2020
  
 

Company Number: 02174990                                                                                        11 December 2020
 
 
Softcat plc
("Softcat", the "Company")
Results of Annual General Meeting - Correction
 
On 10 December 2020, the Company released an announcement via RNS giving the results of the resolutions voted on way of poll at the 2020 Annual General Meeting.
Each resolution was duly passed by the requisite authority as announced on 10 December 2020. However, the announcement contained an incorrect summary table for the votes of shareholders excluding the controlling shareholder in respect of the re-election of the independent non-executive directors.
The other details were correct and remain unchanged.
The full amended set of results is shown below.



Results of Annual General Meeting
Softcat plc (the "Company") announces that at its Annual General Meeting ("AGM") held on 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




8. To re-elect Vin Murria OBE as a Director


105,634,872


99.37


674,153


0.63


106,309,025


53.49


3,313




9. To re-elect Robyn Perriss as a Director.


106,015,509


99.72


293,517


0.28


106,309,026


53.49


3,313




10. To re-elect Karen Slatford as a Director


100,353,514


94.40


5,955,640


5.60


106,309,154


53.49


3,184



 
 
 
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 8, 9 and 10) 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
 
 
11 December 2020

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