Result of AGM

RNS Number : 8749Y

Softcat PLC

08 December 2017

 

Softcat plc

Results of Annual General Meeting

Softcat plc (the "Company") announces that at its Annual General Meeting ("AGM") held today, 8 December 2017, all resolutions set out in the notice of the AGM were passed by the requisite majority of votes by shareholders by way of poll. The results of the poll for each resolution were as follows:

	VOTES FOR	%	VOTES AGAINST	%	VOTES WITHHELD	TOTAL SHARES VOTED	% OF ISSUED SHARE CAPITAL VOTED
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 2017	157,803,023	99.98	36,000	0.02	3,742,204	161,581,227	81.64
2. To approve the Directors' Remuneration Report	160,422,243	99.28	1,158,984	0.72	0	161,581,227	81.64
3. To declare a final dividend of 6.1 pence per ordinary share	161,581,277	100.00	0	0.00	0	161,581,227	81.64
4. To declare a special dividend of 13.5 pence per ordinary share	161,581,277	100.00	0	0.00	0	161,581,227	81.64
5. To re-elect Brian Wallace as a Director	160,557,496	99.66	554,583	0.34	469,148	161,581,227	81.64
6. To re-elect Martin Hellawell as a Director	161,285,947	99.82	295,280	0.18	0	161,581,227	81.64
7. To re-elect Graham Charlton as a Director	161,277,716	99.81	303,511	0.19	0	161,581,227	81.64
8. To re-elect Lee Ginsberg as a Director	156,307,827	98.21	2,845,391	1.79	2,428,009	161,581,227	81.64
9. To re-elect Vin Murria as a Director	161,417,447	99.90	163,780	0.10	0	161,581,227	81.64
10. To re-elect Peter Ventress as a Director	161,365,263	99.87	215,964	0.13	0	161,581,227	81.64
11. To re-appoint Ernst & Young LLP as auditor of the Company	161,581,227	100.00	0	0.00	0	161,581,227	81.64
12. To authorise the Directors to determine the auditor's remuneration	161,581,277	100.00	0	0.00	0	161,581,227	81.64
13. To authorise the Company to make political donations	153,259,749	94.85	8,321,478	5.15	0	161,581,227	81.64
14. To authorise the Directors to allot securities pursuant to Section 551 of the Companies Act 2006	160,871,590	99.56	709,637	0.44	0	161,581,227	81.64
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	161,579,021	100.00	2,206	0.00	0	161,581,227	81.64
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	154,949,973	95.90	6,631,254	4.10	0	161,581,227	81.64
17. To approve the calling of a general meeting other than an annual general meeting on not less than 14 clear days' notice	160,425,905	99.28	1,155,322	0.72	0	161,581,227	81.64

VOTES OF SHAREHOLDERS EXCLUDING CONTROLLING SHAREHOLDER ON ELECTION OR RE-ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTORS

ORDINARY RESOLUTIONS	VOTES FOR	%	VOTES AGAINST	%	VOTES WITHHELD	TOTAL SHARES VOTED	% OF ISSUED SHARE CAPITAL VOTED
8. To re-elect Lee Ginsberg as a Director	95,383,029	97.10	2,845,391	2.90	2,428,009	100,656,429	50.86
9. To re-elect Vin Murria as a Director.	100,492,649	99.84	163,780	0.16	0	100,656,429	50.86
10. To re-elect Peter Ventress as a Director.	100,440,465	99.79	215,964	0.21	0	100,656,429	50.86

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 ordinary shares in issue (total voting rights) as at 8 December 2017 was 197,906,143 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 LSE Listing Rules, and each resolution to re-elect independent non-executive directors (resolutions 8 to 10) have under LSE 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 LSE Listing Rules, a copy of the resolutions passed at the AGM has been submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.morningstar.co.uk/uk/NSM.

The complete poll results (inclusive of proxy votes lodged before the AGM) will be available shortly on the Company's website at: https://www.softcat.com/investors

Registered address: Solar House, Fieldhouse Lane, Marlow, Buckinghamshire, United Kingdom, SL7 1LW

Website: https://www.softcat.com/

Winifred Chime

Company Secretary

8 December 2017

 

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