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