Result of AGM

TClarke PLC
10 May 2023
 

 

 

TClarke plc

("the Company")

Result of Annual General Meeting ("AGM")

 

 

10 May 2023

 

 

The Company announces the result of voting on the resolutions at its Annual General Meeting ("AGM") held on Wednesday 10 May 2023, as set out in the AGM notice.

 

A poll was held on each of the resolutions and all resolutions were duly passed by the required majority.  Resolutions 1 to 15 were passed as ordinary resolutions, and resolutions 16 to 19 were special resolutions.

 

The results of the poll were as follows:

 

 

 

 

Ordinary Resolutions

 

 

Votes

for

 

%

 

Votes against

 

%

 

Total

votes

 

Votes withheld

1.   To receive and adopt the Annual Report and Financial Statements 2022

 

 

13,373,276

 

 

99.94%

 

 

7,500

 

 

0.06%

 

 

13,380,776

 

 

0

2.   To approve the Directors' Remuneration Policy

 

13,263,712

 

99.21%

 

106,029

 

0.79%

 

13,369,741

 

11,035

3.   To approve the Directors' Remuneration Report

 

13,266,519

 

99.23%

 

103,222

 

0.77%

 

13,369,741

 

11,035

4.   To approve the final

dividend

 

13,380,776

 

100%

 

0

 

0.00%

 

13,380,776

 

0

5.   To re-elect Mike Crowder as a Director

 

13,334,854

 

99.66%

 

45,766

 

0.34%

 

13,380,620

 

156

6.   To re-elect Mark Lawrence as a Director

 

13,316,285

 

99.52%

 

64,335

 

0.48%

 

13,380,620

 

156

7.   To re-elect Trevor Mitchell as a Director

 

13,316,787

 

99.52%

 

63,833

 

0.48%

 

13,380,620

 

156

8.   To re-elect Peter Maskell as a Non-Executive Director

 

13,300,131

 

99.41%

 

78,268

 

0.59%

 

13,378,399

 

2,377

9.   To re-elect Iain McCusker as a Non-Executive Director

 

13,271,848

 

99.19%

 

108,772

 

0.81%

 

13,380,620

 

156

10.  To re-elect Jonathan Hook as a Non-Executive Director

 

13,332,131

 

99.65%

 

46,268

 

0.35%

 

13,378,399

 

2,377

11.  To re-elect Aysegul Sabanci as a Non-Executive Director

 

13,329,912

 

99.64%

 

48,487

 

0.36%

 

13,378,399

 

2,377

12.  To re-appoint Mazars LLP as auditors

 

 

13,300,776

 

 

99.43%

 

 

76,779

 

 

0.57%

 

 

13,377,555

 

 

3,221

13.  To authorise the Audit Committee to fix the auditor's remuneration

 

 

13,298,992

 

 

99.40%

 

 

79,784

 

 

0.60%

 

 

13,378,776

 

 

2,000

14.  To make political donations not exceeding £10,000 in total

 

 

13,188,500

 

 

98.70%

 

 

174,272

 

 

1.30%

 

 

13,362,772

 

 

18,004

15.  To authorise the Directors to allot securities in accordance with Section 551 of the Companies Act 2006

 

 

 

13,294,870

 

 

 

99.37%

 

 

 

83,685

 

 

 

0.63%

 

 

 

13,378,555

 

 

 

2,221

 

 

 

 

 

 

 

 

 

 

Special Resolutions

 

 

Votes

for

 

%

 

Votes against

 

%

 

Total

Votes

 

Votes withheld

16.  To authorise the Directors to allow shares and securities pursuant to Section 570 of the Companies Act 2006

 

 

 

13,265,501

 

 

 

99.15%

 

 

 

113,054

 

 

 

0.85%

 

 

 

13,378,555

 

 

 

2,221

17.  To authorise the Directors to allow shares and securities pursuant to Section 570 of the Companies Act 2006 in relation to acquisitions or other capital investments

 

 

 

 

 

13,262,550

 

 

 

 

 

99.13%

 

 

 

 

 

116,005

 

 

 

 

 

0.87%

 

 

 

 

 

13,378,555

 

 

 

 

 

2,221

18.  To authorise TClarke plc to make market purchases of its own ordinary shares

 

 

13,294,854

 

 

99.36%

 

 

85,922

 

 

0.64%

 

 

13,380,776

 

 

0

19.  To authorise the calling of a general meeting of the Company (not being an annual general meeting) by notice of at least 14 clear days

 

 

 

 

 

13,304,577

 

 

 

 

 

99.43%

 

 

 

 

 

76,199

 

 

 

 

 

0.57%

 

 

 

 

 

13,380,776

 

 

 

 

 

0

 

 

Notes:

1.   All resolutions were passed on a show of hands.

2.   Proxy votes which gave discretion to the Chair of the AGM have been included in the 'For' total of the appropriate resolution.

3.   A 'Vote Withheld' is not a vote in law and is not counted in the calculation of the proportion of the votes 'For' and 'Against' any resolution nor in the calculation of the proportion of 'Total issued share capital instructed' for any resolution.

4.   Votes 'For' and 'Against' any resolution are expressed as a percentage of votes validly cast for that resolution.

5.   At the close of business on 5 May 2023 the total number of ordinary shares in issue was 44,101,443 and at that time, the Company did not hold any shares in treasury.

6.   The full text of all the resolutions passed at the AGM can be obtained from the Notice of AGM, which is available on the Company's website at www.tclarke.co.uk

 

In accordance with UK Listing Rule 9.6.2 copies of all the resolutions passed, other than ordinary business, have been submitted to the National Storage Mechanism and will shortly be available for inspection via the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 

-ends-

For further information contact:

 

 

TClarke plc

Mark Lawrence - Group Chief Executive

Trevor Mitchell - Financial Director

Tel: 020 7997 7400

www.tclarke.co.uk

 

Cenkos Securities plc (corporate Broker)

Ben Jeynes (Corporate Finance)

Alex Pollen (Sales)

Tel:  020 7397 8900

 

RMS Partners

Simon Courtenay

Tel:  020 3735 6551

 

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