TIDMALFA
RNS Number : 5904X
Alfa Financial Software Hldgs PLC
26 April 2023
26 April 2023
Alfa Financial Software Holdings PLC
Result of the 2023 AGM
Alfa Financial Software Holdings PLC (the "Company" or "Alfa")
announces the results of voting on its resolutions at its Annual
General Meeting, which was held on 26 April 2023.
All resolutions, as set out in the Notice of Meeting, were voted
by way of a poll and were passed.
The votes cast for resolutions 4, 5, 6 and 10 relating to the
election of the independent Directors were duly passed by both a
majority of the votes cast by the independent shareholders as well
as by a majority of votes cast by all shareholders. These votes
have been calculated separately and are shown below.
For Against Total votes Vote withheld
cast
Resolution No. of votes % of No. of % of No. of No. of
votes votes votes votes votes
cast cast
-------------------------- ------- ----------- ------- ------------ --------------
1. To receive
and adopt the
Annual Report
including the
audited financial
statements
for the year
ending 31 December
2022 275,851,705 100.00 1,476 0.00 275,853,181 0
-------------------------- ------- ----------- ------- ------------ --------------
2. To approve
the Directors'
Remuneration
Report 275,851,155 100.00 2,026 0.00 275,853,181 0
-------------------------- ------- ----------- ------- ------------ --------------
3. To declare
a final dividend
of 1.2 pence
per ordinary
share 273,508,200 99.15 2,344,981 0.85 275,853,181 0
-------------------------- ------- ----------- ------- ------------ --------------
4. To re-elect
Steve Breach
as a Director All 272,958,540 98.95 2,894,641 1.05 275,853,181 0
------------ ------------ ------- ----------- ------- ------------ --------------
Independent 97,052,893 97.10 2,894,641 2.90 99,947,534 0
------------ ------------ ------- ----------- ------- ------------ --------------
5. To re-elect
Adrian Chamberlain
as a Director All 272,958,540 98.95 2,894,641 1.05 275,853,181 0
------------ ------------ ------- ----------- ------- ------------ --------------
Independent 97,052,893 97.10 2,894,641 2.90 99,947,534 0
------------ ------------ ------- ----------- ------- ------------ --------------
6. To re-elect
Charlotte de
Metz as a Director All 275,298,454 99.80 554,727 0.20 275,853,181 0
------------ ------------ ------- ----------- ------- ------------ --------------
Independent 99,392,807 99.44 554,727 0.56 99,947,534 0
------------ ------------ ------- ----------- ------- ------------ --------------
7. To re-elect
Andrew Denton
as a Director 273,494,363 99.14 2,358,818 0.86 275,853,181 0
-------------------------- ------- ----------- ------- ------------ --------------
8. To re-elect
Duncan Magrath
as a Director 273,492,933 99.14 2,360,248 0.86 275,853,181 0
-------------------------- ------- ----------- ------- ------------ --------------
9. To re-elect
Andrew Page
as a Director 271,030,836 98.25 4,822,344 1.75 275,853,180 1
-------------------------- ------- ----------- ------- ------------ --------------
10. To re-elect
Chris Sullivan
as a Director All 242,375,482 87.86 33,477,699 12.14 275,853,181 0
------------ ------------ ------- ----------- ------- ------------ --------------
Independent 66,469,835 66.50 33,477,699 33.50 99,947,534 0
------------ ------------ ------- ----------- ------- ------------ --------------
11. To re-elect
Matthew White
as a Director 273,492,933 99.14 2,360,248 0.86 275,853,181 550
-------------------------- ------- ----------- ------- ------------ --------------
12. To re-appoint
RSM UK Audit
LLP as auditor
of the Company 275,851,155 100.00 1,476 0.00 275,852,631 0
-------------------------- ------- ----------- ------- ------------ --------------
13. To authorise
the Audit and
Risk Committee
to determine
the auditor's
remuneration 275,851,705 100.00 1,476 0.00 275,853,181 0
-------------------------- ------- ----------- ------- ------------ --------------
14. To authorise
the Company
to make political
donations 274,797,985 99.62 1,054,346 0.38 275,852,331 850
-------------------------- ------- ----------- ------- ------------ --------------
15. To authorise
the Directors
to allot ordinary
shares 273,480,197 99.14 2,372,134 0.86 275,852,331 850
-------------------------- ------- ----------- ------- ------------ --------------
16. Authority
to disapply
statutory pre-emption
rights 275,845,614 100.00 6,717 0.00 275,852,331 850
-------------------------- ------- ----------- ------- ------------ --------------
17. Additional
authority to
disapply statutory
pre-emption
rights 274,796,114 99.62 1,056,217 0.38 275,852,331 850
-------------------------- ------- ----------- ------- ------------ --------------
18. To authorise
the Company
to purchase
its own shares 274,276,327 99.43 1,576,853 0.57 275,853,180 1
-------------------------- ------- ----------- ------- ------------ --------------
19. Authority
to call a general
meeting (other
than an AGM)
on not less
than 14 clear
days' notice 275,686,999 99.94 166,182 0.06 275,853,181 0
-------------------------- ------- ----------- ------- ------------ --------------
The Board notes that resolution 10 (re-election of Chris
Sullivan) was passed by 87.86% of the total votes cast, but with
less than 80% of Independent Shareholders voting in favour. The
Board will consult with independent shareholders who did not vote
in favour to understand any concerns.
Notes:
1. Any proxy arrangement which gave discretion to the Chairman
has been included in the "for" totals.
2. A "Vote withheld" is not a vote in law and is not counted in
the calculation of the percentage of shares voted "For" or
"Against" any resolution.
3. The number of shares in issue at close of business on 25
April 2023 was 300,000,000 (the "Share Capital"). On this date as
at close of business, the Company holds 4,122,226 shares in
treasury. Therefore, the total number of ordinary shares with
voting rights was 295,877,774.
In accordance with Listing Rule 9.6.2, a copy of the resolutions
passed at the AGM concerning items other than ordinary business
will be submitted to the National Storage Mechanism and be
available shortly for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
For further information:
Alfa Financial Software Holdings
PLC
Charlotte Caulfield, Company Secretary +44 (0)20 7588 1800
LEI Number: 213800C5UOZHUTNUGA28
Notes to Editors
Alfa has been delivering systems and consultancy services to the
global asset and automotive finance industry since 1990. Our best
practice methodologies and specialised knowledge of asset finance
facilitates our delivery of large software implementations and
highly complex business change projects. With an excellent delivery
history over nearly three decades in the industry, Alfa's
experience and performance is unrivalled.
Alfa Systems, our class-leading technology platform, is at the
heart of some of the world's largest asset finance companies. Key
to the business case for each implementation is Alfa Systems'
ability to replace multiple client systems on a single platform.
Alfa Systems supports both retail and corporate business for auto,
equipment, wholesale and dealer finance on a multijurisdictional
basis, including leases/loans, originations and servicing. An
end-to-end solution with integrated workflow and automated
processing using business rules, Alfa Systems provides compelling
solutions to asset finance companies.
Alfa Systems is currently live in 37 countries where it is
supporting a portfolio where the customers' end clients are
located. Alfa has offices in Europe, Australasia and North America.
For more information, visit www.alfasystems.com .
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