Softcat PLC — AGM Information 2024

Dec 10, 2024

National Storage Mechanism | Additional information

RNS Number : 5483P

Softcat PLC

10 December 2024

Company Number: 02174990                                                                                 10 December 2024

Softcat plc

Results of Annual General Meeting

Softcat plc (the "Company" or the "Group") announces that at its Annual General Meeting ("AGM") held yesterday, 9 December 2024, 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 7 November 2024, 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 Directors together with the Auditor's Report for the year ended 31 July 2024	173,247,767	99.99%	18,594	0.01%	173,266,361	86.71%	108,065
2. To approve the Directors' Remuneration Report	170,596,744	98.40%	2,773,416	1.60%	173,370,160	86.76%	4,266
3. To declare a final dividend of 18.1 pence per ordinary share	173,362,288	99.99%	11,098	0.01%	173,373,386	86.76%	1,040
4. To declare a special dividend of 20.9 pence per ordinary share	173,362,881	99.99%	11,188	0.01%	173,374,069	86.76%	357
5. To re-elect Graeme Watt as a Director	167,680,386	96.72%	5,692,747	3.28%	173,373,133	86.76%	1,293
6. To re-elect Graham Charlton as a Director	172,340,075	99.40%	1,033,725	0.60%	173,373,800	86.76%	626
7. To re-elect Katy Mecklenburgh as a Director	171,454,856	98.89%	1,918,277	1.11%	173,373,133	86.76%	1,293
8. To elect Jacqui Ferguson as a Director	172,596,152	99.55%	776,570	0.45%	173,372,722	86.76%	1,704
9. To re-elect Mayank Prakash as a Director	171,126,836	98.70%	2,245,639	1.30%	173,372,475	86.76%	1,951
10. To re-elect Lynne Weedall as a Director	170,314,276	98.24%	3,058,199	1.76%	173,372,475	86.76%	1,951
11. To re-elect Robyn Perriss as a Director	170,433,090	98.30%	2,939,385	1.70%	173,372,475	86.76%	1,951
12. To re-appoint Ernst & Young LLP as auditor of the Company	167,846,288	96.81%	5,523,732	3.19%	173,370,020	86.76%	4,406
13. To authorise the Audit Committee to determine the auditor's remuneration	168,769,050	97.35%	4,602,343	2.65%	173,371,393	86.76%	3,033
14. To authorise the Company to make political donations and incur political expenditure up to the aggregate amount of £100,000	171,251,690	98.78%	2,121,940	1.22%	173,373,630	86.76%	796
15. To approve the Softcat Long Term Incentive Plan 2024	172,429,381	99.46%	944,484	0.54%	173,373,865	86.76%	561
16. To approve the Softcat Annual and Deferred Bonus Plan 2024	173,301,560	99.96%	71,684	0.04%	173,373,244	86.76%	1,182
17. To authorise the Directors to allot securities pursuant to Section 551 of the Companies Act 2006	169,992,626	98.05%	3,380,402	1.95%	173,373,028	86.76%	1,398
SPECIAL RESOLUTIONS
18. To authorise the Directors to dis-apply the statutory pre-emption rights pursuant to Sections 570 and 573 of the Companies Act 2006	157,521,344	90.86%	15,851,517	9.14%	173,372,861	86.76%	1,565
19. 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	149,690,316	86.34%	23,683,122	13.66%	173,373,438	86.76%	988
20. To authorise the Company to purchase its own shares	169,452,731	97.74%	3,913,323	2.26%	173,366,054	86.76%	8,372
21. To approve the calling of a general meeting other than an annual general meeting on not less than 14 clear days' notice	168,887,543	97.41%	4,485,478	2.59%	173,373,021	86.76%	1,405

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 elect Jacqui Ferguson as a Director	107,620,094	99.28	776,570	0.71	108,396,664	54.24%	1,704
9. To re-elect Mayank Prakash as a Director	106,150,778	97.93	2,245,639	2.07	108,396,417	54.24%	1,951
10. To re-elect Lynne Weedall as a Director	105,338,218	97.18	3,058,199	2.82	108,396,417	54.24%	1,951
11. To re-elect Robyn Perriss as a Director	105,457,032	97.29	2,939,385	2.71	108,396,417	54.24%	1,951

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 5 December 2024, 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 199,822,264 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 8, 9, 10 and 11) 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 .

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

10 December 2024

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