Darktrace PLC

AGM Information • Dec 7, 2023

National Storage Mechanism | Additional information

RNS Number : 0761W

Darktrace PLC

07 December 2023

07 December 2023

DARKTRACE PLC

("Darktrace")

Results of Annual General Meeting

Darktrace announces the results of its annual general meeting ("AGM") held at the offices of Latham & Watkins, 99 Bishopsgate Street, London EC2M 3XF on 7 December 2023 at 11.00 a.m. (GMT).

Voting on all of the resolutions was conducted on a poll. The Board notes that all Resolutions were passed with the requisite majorities, except for Resolution 12. Further, the Board notes that in respect of resolutions 9 and 11, there was majority support but less than 80% approval. The Board is committed to maintaining a dialogue with shareholders and will seek to engage with those shareholders who did not vote in favour of resolutions 9, 11 and 12 to understand their concerns. An update on the views received from Shareholders and actions taken will be published within six months of the date of today's AGM.

The Board also notes that in respect of Resolution 12, 56.67% of votes were cast against the election of Patrick Jacob, the Invoke shareholders' nominated Non-Executive Director, to the Darktrace Board. As a result of this, Mr Jacob is no longer on the Board.

A copy of the resolutions passed at the AGM will be submitted to the National Storage Mechanism in accordance with Listing Rules 9.6.2R and 9.6.3R, and will be available in due course for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

As of today's date, Darktrace has 700,248,943 ordinary shares in issue (excluding any ordinary shares held in treasury). The results of the poll, incorporating proxy votes duly lodged prior to the meeting, are set out below and will also shortly be available on Darktrace's website at www.darktrace.com.

	Ordinary Resolutions	Votes for	% of votes cast for	Votes Against	% of votes cast against	Total votes cast	Total votes cast as % of ISC	Votes withheld(1)
1.	To receive the annual reports and accounts	485,650,322	99.95	224,623	0.05	485,874,945	69.39%	1,673,842
2.	To re-appoint Grant Thornton UK LLP as auditor of Darktrace until the next annual general meeting	485,782,778	99.80	975,371	0.20	486,758,149	69.51%	790,638
3.	To authorise the Directors' to determine the remuneration of the auditors	487,441,373	99.98	76,825	0.02	487,518,198	69.62%	30,589
4.	To re-elect Gordon Hurst as a director	481,288,927	99.05	4,592,185	0.95	485,881,112	69.39%	1,667,675
5.	To re-elect Poppy Gustafsson OBE as a director	485,249,607	99.53	2,270,031	0.47	487,519,638	69.62%	29,149
6.	To re-elect Catherine Graham as a director	482,991,895	99.07	4,526,256	0.93	487,518,151	69.62%	30,636
7.	To re-elect Stephen Shanley as a director	453,269,451	92.99	34,186,821	7.01	487,456,272	69.61%	92,515
8.	To re-elect Johannes Sikkens as a director	452,849,319	92.90	34,606,952	7.10	487,456,271	69.61%	92,516
9.	To re-elect Lord Willetts as a director	333,330,137	68.37	154,191,917	31.63	487,522,054	69.62%	26,733
10.	To re-elect Paul Harrison as a director	484,979,501	99.48	2,539,530	0.52	487,519,031	69.62%	29,756
11.	To re-elect Sir Peter Bonfield CBE, FREng, as a director	379,650,832	77.87	107,871,027	22.13	487,521,859	69.62%	26,928
12.	To elect Patrick Jacob as a director	208,856,441	43.33	273,144,020	56.67	482,000,461	68.83%	5,548,326
13.	To elect Elaine Bucknor as a director	487,417,894	99.98	101,526	0.02	487,519,420	69.62%	29,367
14.	To authorise the Directors to allot relevant securities	483,154,551	99.10	4,374,623	0.90	487,529,174	69.62%	19,613
15.	To approve the Report of the Remuneration Committee and Annual Report on Remuneration (excluding the Directors' Remuneration Policy)	465,423,126	95.74	20,699,098	4.26	486,122,224	69.42%	1,426,563
16.	To authorise political donations and political expenditures	472,990,995	97.35	12,892,578	2.65	485,883,573	69.39%	1,665,214
	Special Resolutions	Votes for	% of votes cast for	Votes against	% of votes cast against	Total votes cast	Total votes cast as % of ISC	Votes withheld (1)
17.	To give the Directors limited authority to allot shares for cash without making a pre-emptive offer to shareholders.	481,561,165	98.93	5,213,888	1.07	486,775,053	69.51%	773,734
18.	To give the Directors an additional limited authority to allot shares for cash and disapply offer to shareholders.	479,451,980	98.50	7,320,968	1.50	486,772,948	69.51%	775,839
19.	To authorise Darktrace to make market purchases of its own shares up to a specified amount	485,404,822	99.80	985,822	0.20	486,390,644	69.46%	1,158,143
20.	Authority to buy-back relevant shares and related matters	486,699,386	99.98	75,598	0.02	486,774,984	69.51%	773,803
21.	To approve the calling of general meetings (other than an AGM), on not less than 14 clear days' notice.	482,541,485	98.98	4,984,136	1.02	487,525,621	69.62%	23,166

(1)       A 'vote withheld' in respect of any resolution is not a vote in law and is not counted in the calculation of the proportion of the votes for and against it.

Contact:

Luk Janssens - Head of Investor Relations  

Email: Luk.Janssens@darktrace.com; Mobile: 07811027918

Henry Wallers - Headland, Media Relations Advisor to Darktrace

Email: HWallers@headlandconsultancy.com; Mobile: 07876562436

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