Result of AGM - Correction

RNS Number : 4439I
Softcat PLC
11 December 2020
 

Company Number: 02174990     11 December 2020

 

 

Softcat plc

("Softcat", the "Company")

Results of Annual General Meeting - Correction

 

On 10 December 2020, the Company released an announcement via RNS giving the results of the resolutions voted on way of poll at the 2020 Annual General Meeting.

Each resolution was duly passed by the requisite authority as announced on 10 December 2020. However, the announcement contained an incorrect summary table for the votes of shareholders excluding the controlling shareholder in respect of the re-election of the independent non-executive directors.

The other details were correct and remain unchanged.

The full amended set of results is shown below.

Results of Annual General Meeting

Softcat plc (the "Company") announces that at its Annual General Meeting ("AGM") held on 10 December 2020, 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.

 

Due to the Covid-19 pandemic, and in compliance with the Corporate Insolvency and Governance Act 2020, the AGM was held as a closed meeting, with a quorum present. All valid proxy votes were included in the poll taken at the meeting. 

 

The full text of the resolutions proposed at the AGM is included in Softcat's Notice of AGM published on 28 October 2020, 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 2020

170,061,590

99.99

13,693

0.01

170,075,283

85.57

1,185,833

2. To approve the Directors' Remuneration Report

167,295,326

97.69

3,950,771

2.31

171,246,097

86.16

15,019

3. To declare a final dividend of 16.6 pence per ordinary share

171,260,587

99.99

60

0.01

171,260,647

86.17

470

4. To declare a special dividend of 7.6 pence per ordinary share

171,259,976

100.00

0

0

171,259,976

86.17

1,141

5. To re-elect Graeme Watt as a Director

170,721,130

99.69

539,119

0.31

171,260,249

86.17

868

6. To re-elect Martin Hellawell as a Director

168,327,411

98.29

2,932,837

1.71

171,260,248

86.17

868

7. To re-elect Graham Charlton as a Director

170,288,245

99.43

972,639

0.57

171,260,884

86.17

233

8. To re-elect Vin Murria OBE as a Director

170,583,650

99.61

674,153

0.39

171,257,803

86.17

3,313

9. To re-elect Robyn Perriss as a Director

170,964,287

99.83

293,517

0.17

171,257,804

86.17

3,313

10. To re-elect Karen Slatford as a Director

165,302,292

96.52

5,955,640

3.48

171,257,932

86.17

3,184

11. To re-appoint Ernst & Young LLP as auditor of the Company

170,601,535

99.90

177,457

0.1

170,778,992

85.93

482,124

12. To authorise the Audit Committee to determine the auditor's remuneration

171,078,459

99.90

177,019

0.1

171,255,478

86.17

5,638

13. To authorise the Company to make political donations and expenditure up to the aggregate amount of £100,000

170,687,156

99.67

564,350

0.33

171,251,506

86.17

9,611

14. To authorise the Directors to allot securities pursuant to Section 551 of the Companies Act 2006

164,402,522

96.00

6,849,894

4

171,252,416

86.17

8,701

SPECIAL RESOLUTIONS








15. To authorise the Directors to dis-apply the statutory pre-emption rights pursuant to Sections 570 and 573 of the Companies Act 2006

169,473,931

98.96

1,776,151

1.04

171,250,082

86.16

11,035

16. 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

168,940,583

98.65

2,311,965

1.35

171,252,548

86.17

8,568

17. To authorise the Company to purchase its own shares

170,281,703

99.48

888,631

0.52

171,170,334

86.12

90,782

18. To approve the calling of a general meeting other than an annual general meeting on not less than 14 clear days' notice

168,301,968

98.27

2,955,463

1.73

171,257,431

86.17

3,686

 

 

 

 

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 re-elect Vin Murria OBE as a Director

105,634,872

99.37

674,153

0.63

106,309,025

53.49

3,313

9. To re-elect Robyn Perriss as a Director.

106,015,509

99.72

293,517

0.28

106,309,026

53.49

3,313

10. To re-elect Karen Slatford as a Director

100,353,514

94.40

5,955,640

5.60

106,309,154

53.49

3,184

 

 

 

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 8 December 2020, 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
198,747,587 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 8, 9 and 10) 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

 

 

11 December 2020

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