REG - Softcat PLC - Result of AGM

SoftcatAnnouncement

15/12/2021 15:45

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RNS Number : 7889V  Softcat PLC  15 December 2021

Company Number:
02174990
15 December 2021

 

Softcat plc

("Softcat", the "Company")

Results of Annual General Meeting

Softcat plc (the "Company") announces that at its Annual General Meeting
("AGM") held today, 15 December 2021, 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 11 November 2021, which is available on Softcat's
website at: https://www.softcat.com/investors/shareholder-information/
(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         172,232,605  99.93  122,519        0.07  172,355,124         86.49                            1,456,418
 Directors together with the Auditor's Report for the year ended 31 July 2021
 2. To approve the Directors' Remuneration Report                                169,210,527  97.36  4,591,454      2.64  173,801,981         87.22                            9,561
 3. To declare a final dividend of 14.4 pence per ordinary share                 173,808,366  100    647            0.00  173,809,013         87.22                            2,529
 4. To declare a special dividend of 20.5 pence per ordinary share               173,807,804  100    1,198          0.00  173,809,002         87.22                            2,540
 5. To re-elect Graeme Watt as a Director                                        171,376,480  98.60  2,431,714      1.40  173,808,194         87.22                            3,348
 6. To re-elect Martin Hellawell as a Director                                   159,987,459  92.31  13,332,646     7.69  173,320,105         86.98                            491,437
 7. To re-elect Graham Charlton as a Director                                    172,043,795  98.98  1,764,399      1.02  173,808,194         87.22                            3,348
 8. To re-elect Vin Murria OBE as a Director                                     158,843,560  91.39  14,964,585     8.61  173,808,145         87.22                            3,397
 9. To re-elect Robyn Perriss as a Director                                      173,668,498  99.92  139,619        0.08  173,808,117         87.22                            3,425
 10. To re-elect Karen Slatford as a Director                                    165,268,972  95.09  8,539,334      4.91  173,808,306         87.22                            3,236
 11. To re-appoint Ernst & Young LLP as auditor of the Company                   172,972,534  99.52  833,926        0.48  173,806,460         87.22                            5,082
 12. To authorise the Audit Committee to determine the auditor's remuneration    173,805,122  100    1,268          0.00  173,806,390         87.22                            5,152
 13. To authorise the Company to make political donations and expenditure up to  169,940,570  97.78  3,866,948      2.22  173,807,518         87.22                            4,024
 the aggregate amount of £100,000
 14. To authorise the Directors to allot securities pursuant to Section 551 of   165,589,470  95.27  8,213,930      4.73  173,803,400         87.22                            8,142
 the Companies Act 2006
 SPECIAL RESOLUTIONS
 15. To authorise the Directors to dis-apply the statutory pre-emption rights    173,336,063  99.73  466,190        0.27  173,802,253         87.22                            9,289
 pursuant to Sections 570 and 573 of the Companies Act 2006
 16. To authorise the Directors to dis-apply statutory pre-emption rights for    170,064,267  97.85  3,728,529      2.15  173,792,796         87.21                            18,746
 the purposes of acquisitions or capital investments pursuant to Sections 570
 and 573 of the Companies Act 2006
 17. To authorise the Company to purchase its own shares                         173,252,292  99.80  338,571        0.20  173,590,863         87.11                            220,679
 18. To approve the calling of a general meeting other than an annual general    168,201,568  98.76  2,111,920      1.24  170,313,488         85.47                            3,498,054
 meeting on not less than 14 clear days' notice

 

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   93,894,782   86.25  14,964,585     13.75  108,859,367         54.63                            3,397
 9. To re-elect Robyn Perriss as a Director.   108,719,720  99.87  139,619        0.13   108,859,339         54.63                            3,425
 10. To re-elect Karen Slatford as a Director  100,320,194  92.16  8,539,334      7.84   108,859,528         54.63                            3,236

 

 

 

 

 

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 13 December 2021, 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

199,271,972 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
(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/about-us/investor-centre/shareholder-information.

 

 

Luke Thomas, Company Secretary

Softcat plc

 

 

15 December 2021

 

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