REG - Softcat PLC - Result of AGM

SoftcatAnnouncement

Yesterday 13:30

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RNS Number : 8050L  Softcat PLC  16 December 2025

Company Number:
02174990
                       16 December 2025

 

Softcat plc

Results of Annual General Meeting

Softcat plc (the "Company" or the "Group") announces that at its Annual
General Meeting ("AGM") held yesterday, 15 December 2025, 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 6 November 2025, which is available on Softcat's
website at: https://www.softcat.com/about-us/investor-centre/calendar.

 

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 Group's financial statements and the reports of the          155,998,897       99.97%   49,781                     0.03%  156,048,678         78.02%                           199,180
 Directors together with the Auditor's Report for the year ended 31 July 2025
 2. To approve the Directors' Remuneration Report                                  152,984,593    97.94%       3,222,497              2.06%  156,207,090         78.09%                           40,768
 3. To approve the Directors' Remuneration Policy                               149,824,459       96.28%   5,793,081                  3.72%  155,617,540         77.80%                           630,318
 4. To declare a final dividend of 20.4 pence per ordinary share                   156,244,735    100.00%            2,533            0.00%  156,247,268         78.11%                           590
 5. To declare a special dividend of 16.1 pence per ordinary share                 156,244,807    100.00%            2,533            0.00%  156,247,340         78.11%                           518
 6. To re-elect Graeme Watt as a Director                                          154,425,108    98.83%        1,820,349             1.17%  156,245,457         78.11%                           2,401
 7. To re-elect Graham Charlton as a Director                                      156,007,685    99.85%        237,772               0.15%  156,245,457         78.11%                           2,401
 8. To re-elect Katy Mecklenburgh as a Director                                    155,903,064    99.78%        339,834               0.22%  156,242,898         78.11%                           4,960
 9. To elect Jacqui Ferguson as a Director                                         155,265,647    99.38%           976,181            0.62%  156,241,828         78.11%                           6,030
 10. To re-elect Mayank Prakash as a Director                                      155,254,839    99.37%        986,989               0.63%  156,241,828         78.11%                           6,030
 11. To re-elect Lynne Weedall as a Director                                       154,720,671    99.03%        1,521,157             0.97%  156,241,828         78.11%                           6,030
 12. To re-elect Robyn Perriss as a Director                                       154,907,489    99.15%        1,334,339             0.85%  156,241,828         78.11%                           6,030
 13. To re-appoint Ernst & Young LLP as auditor of the Company                     150,396,242    96.26%        5,847,188             3.74%  156,243,430         78.11%                           4,428
 14. To authorise the Audit and Risk Committee to determine the auditor's          150,931,758    96.60%        5,311,941             3.40%  156,243,699         78.11%                           4,159
 remuneration
 15. To authorise the Company to make political donations and incur political      153,110,782    97.99%        3,135,590             2.01%  156,246,372         78.11%                           1,486
 expenditure up to the aggregate amount of £100,000
 16. To authorise the Directors to allot securities pursuant to Section 551 of  149,316,317       95.57%   6,928,039                  4.43%  156,244,356         78.11%                           3,502
 the Companies Act 2006
 SPECIAL RESOLUTIONS
 17. To authorise the Directors to dis-apply the statutory pre-emption rights      149,346,852    95.59%      6,896,648               4.41%  156,243,500         78.11%                           4,358
 pursuant to Sections 570 and 573 of the Companies Act 2006
 18. To authorise the Directors to dis-apply statutory pre-emption rights for      145,554,216    93.16%      10,689,236              6.84%  156,243,452         78.11%                           4,406
 the purposes of acquisitions or capital investments pursuant to Sections 570
 and 573 of the Companies Act 2006
 19. To authorise the Company to purchase its own shares                           154,406,164    98.87%        1,763,286             1.13%  156,169,450         78.08%                           78,408
 20. To approve the calling of a general meeting other than an annual general      152,282,689    97.46%   3,964,551                  2.54%  156,247,240         78.11%                           618
 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
 9. To elect Jacqui Ferguson as a Director         90,316,869                                      91,293,050          45.64%                           6,030

                                                                     98.93   976,181        1.07
 10. To re-elect Mayank Prakash as a Director  90,306,061            98.92   986,989        1.08   91,293,050          45.64%                           6,030
 11. To re-elect Lynne Weedall as a Director   89,771,893            98.33   1,521,157      1.67   91,293,050          45.64%                           6,030
 12. To re-elect Robyn Perriss as a Director   89,958,711            98.54   1,334,339      1.46   91,293,050          45.64%                           6,030

 

Notes:

Any proxy appointments giving discretion to the Chairman 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 number of ordinary shares in issue (total voting rights)
as at 16.30 on 11 December 2025, 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 200,022,813 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 elect or re-elect
independent non-executive directors (resolutions 9, 10, 11 and 12) have under
Listing Rule 6.2.8 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 6.4.2 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 Group's website at:
https://www.softcat.com/about-us/investor-centre/calendar.

 

 

Luke Thomas, Company Secretary

Softcat plc

16 December 2025

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