Computacenter PLC

AGM Information • May 15, 2025

National Storage Mechanism | Additional information

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 Committee and the Annual Remuneration Report	90,907,553	99.61	353,274	0.39	91,260,827	85.90%	2,886
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 and the California Sub-Plan)	87,299,116	95.79	3,840,339	4.21	91,139,455	85.78%	124,258
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 and sale of treasury shares for cash	91,247,276	99.99	13,288	0.01	91,260,564	85.90%	3,149
11. Further disapplication of pre-emption rights for the purposes of financing an acquisition or other capital investment	91,245,660	99.98	14,904	0.02	91,260,564	85.90%	3,149
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 less than 14 clear days' notice	90,360,950	99.01	900,398	0.99	91,261,348	85.90%	2,365

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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