Softcat PLC — AGM Information 2022

Dec 14, 2022

National Storage Mechanism | Additional information

RNS Number : 6901J

Softcat PLC

14 December 2022

Company Number: 02174990                                                                                14 December 2022

Softcat plc

("Softcat", the "Company")

Results of Annual General Meeting

Softcat plc (the "Company") announces that at its Annual General Meeting ("AGM") held yesterday, 13 December 2022, 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 3 November 2022, 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 2022	171,428,127	100.00	313	0.00	171,428,440	85.98	235,329
2. To approve the Directors' Remuneration Report	168,139,235	97.95	3,524,446	2.05	171,663,681	86.09	88
3. To approve the Directors' Remuneration Policy	169,094,250	98.50	2,569,431	1.50	171,663,681	86.09	88
4. To declare a final dividend of 16.6 pence per ordinary share	171,663,456	100.00	313	0.00	171,663,769	86.09	0
5. To declare a special dividend of 12.6 pence per ordinary share	171,661,966	100.00	1,803	0.00	171,663,769	86.09	0
6. To re-elect Graeme Watt as a Director	168,672,891	99.46	913,923	0.54	169,586,814	85.05	2,076,955
7. To re-elect Martin Hellawell as a Director	166,393,694	97.32	4,580,101	2.68	170,973,795	85.75	689,974
8. To re-elect Graham Charlton as a Director	169,811,781	98.92	1,851,065	1.08	171,662,846	86.09	923
9. To re-elect Vin Murria OBE as a Director	170,768,572	99.49	881,518	0.51	171,650,090	86.09	13,679
10. To re-elect Robyn Perriss as a Director	170,423,610	99.29	1,226,480	0.71	171,650,090	86.09	13,679
11. To re-elect Karen Slatford as a Director	165,923,744	96.66	5,726,346	3.34	171,650,090	86.09	13,679
12. To elect Lynne Weedall as a Director	171,465,229	99.89	185,022	0.11	171,650,251	86.09	13,518
13. To re-appoint Ernst & Young LLP as auditor of the Company	170,556,957	99.36	1,103,978	0.64	171,660,935	86.09	2,834
14. To authorise the Audit Committee to determine the auditor's remuneration	171,647,964	99.99	12,878	0.01	171,660,842	86.09	2,927
15. To authorise the Company to make political donations and expenditure up to the aggregate amount of £100,000	167,523,973	97.59	4,139,724	2.41	171,663,697	86.09	72
16. To authorise the Directors to allot securities pursuant to Section 551 of the Companies Act 2006	170,126,806	99.11	1,534,286	0.89	171,661,092	86.09	2,677
SPECIAL RESOLUTIONS
17. To authorise the Directors to dis-apply the statutory pre-emption rights pursuant to Sections 570 and 573 of the Companies Act 2006	171,432,603	99.87	217,741	0.13	171,650,344	86.09	13,425
18. 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	170,181,338	99.14	1,481,780	0.86	171,663,118	86.09	651
19. To authorise the Company to purchase its own shares	170,122,157	99.25	1,282,325	0.75	171,404,482	85.96	259,287
20. To approve the calling of a general meeting other than an annual general meeting on not less than 14 clear days' notice	166,441,670	96.96	5,221,861	3.04	171,663,531	86.09	238

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 re-elect Vin Murria OBE as a Director	105,819,794	99.17	881,518	0.83	106,701,312	53.51	13,679
10. To re-elect Robyn Perriss as a Director.	105,474,832	98.85	1,226,480	1.15	106,701,312	53.51	13,679
11. To re-elect Karen Slatford as a Director	100,974,966	94.63	5,726,346	5.37	106,701,312	53.51	13,679
12. To elect Lynne Weedall as a Director	106,516,451	99.83	185,022	0.17	106,701,473	53.51	13,518

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 9 December 2022, 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

199,389,914 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 9, 10, 11 and 12) 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

14 December 2022

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