Result of AGM

TClarke PLC
29 May 2024
 

 

29 May 2024

 

TClarke plc

 ("the Company")

 

Result of Annual General Meeting ("AGM")

 

The Company announces the result of voting on the resolutions at its Annual General Meeting ("AGM") held on 29 May 2024.

 

A poll was held on each of the AGM resolutions and all resolutions were duly passed by the required majority.  Resolutions 1 to 14 were passed as ordinary resolutions, and resolutions 15 to 18 were special resolutions.

 

The results of the AGM polls were as follows:

 

 

Ordinary Resolutions

 

 

Votes

for

 

%

 

Votes against

 

%

 

Total

votes

 

Votes withheld

1.   To receive and adopt the Annual Report and Financial Statements 2023

 

 

20,848,586

 

 

99.23%

 

 

162,715

 

 

0.77%

 

 

21,011,301

 

 

51,832

2.   To approve the Directors' Remuneration Report

 

20,708,161

 

98.92%

 

226,624

 

1.08%

 

20,934,785

 

128,348

3.   To approve the final

dividend

 

20,941,506

 

99.42%

 

121,627

 

0.58%

 

 

21,063,133

 

0

4.   To re-elect Mike Crowder as a Director

 

20,661,111

 

98.71%

 

270,945

 

1.29%

 

20,932,056

 

131,077

5.   To re-elect Mark Lawrence as a Director

 

20,691,446

 

98.84%

 

242,675

 

1.16%

 

20,934,121

 

129,012

6.   To re-elect Trevor Mitchell as a Director

 

20,663,176

 

98.71%

 

270,945

 

1.29%

 

20,934,121

 

129,012

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

 

20,668,368

 

98.74%

 

263,532

 

1.26%

 

20,931,900

 

131,233

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

 

20,611,993

 

98.46%

 

322,128

 

1.54%

 

20,934,121

 

129,012

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

 

20,692,368

 

98.86%

 

239,532

 

1.14%

 

20,931,900

 

131,233

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

 

20,668,293

 

98.73%

 

265,828

 

1.27%

 

20,934,121

 

129,012

11.  To re-appoint Mazars LLP as auditors

 

20,782,894

 

98.99%

 

212,492

 

1.01%

 

20,995,386

 

67,747

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

 

 

20,766,393

 

 

99.15%

 

 

177,126

 

 

0.85%

 

 

20,943,519

 

 

119,614

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

 

 

20,499,565

 

 

97.70%

 

 

482,213

 

 

2.30%

20,981,778

 

 

81,355

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

 

 

 

20,619,033

 

 

 

98.45%

 

 

 

325,081

 

 

 

1.55%

 

 

 

20,944,114

 

 

 

119,019

 

 

 

 

 

 

Special Resolutions

 

 

Votes

for

 

%

 

Votes against

%

 

Total

Votes

 

Votes withheld

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

 

 

 

20,588,095

 

 

 

98.30%

 

 

 

355,314

 

 

 

1.70%

 

 

 

20,943,409

 

 

 

119,724

16.  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

 

 

 

 

 

20,589,382

 

 

 

 

 

98.33%

 

 

 

 

 

350,027

 

 

 

 

 

1.67%

 

 

 

 

 

20,939,409

 

 

 

 

 

123,724

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

 

 

20,731,558

 

 

98.74%

 

 

265,057

 

 

1.26%

 

 

20,996,615

 

 

66,518

18.  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

 

 

 

 

 

20,809,328

 

 

 

 

 

99.05%

 

 

 

 

 

198,930

 

 

 

 

 

0.95%

 

 

 

 

 

21,008,258

 

 

 

 

 

54,875

 

 

Notes:

1.   The resolution vote was conducted by poll.

2.   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.

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

4.   At the Voting Record Time, the total number of TClarke Shares in issue was 52,877,376 and at that time, the Company did not hold any TClarke Shares in treasury. At the Voting Record Time, the Wider Regent Group held 11,366,407 TClarke Shares. Accordingly, the total number of Scheme Shares was 41,510,969 at the Voting Record Time.

5.   The scrutineer of the poll was Link Group.

6.   The detailed voting results in relation to the Annual General Meeting have been summarised in this Announcement and this Announcement will be posted 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

 

 

For further information contact:

 

TClarke plc

Mark Lawrence - Group Chief Executive

Trevor Mitchell - Financial Director

Tel: 020 7997 7400

www.tclarke.co.uk

 

Cavendish Capital Markets Limited (Financial Adviser and Corporate Broker to the Company)

Ben Jeynes / Hamish Waller (Corporate Finance)

Dale Bellis / Andrew Burdis (Sales and ECM)

Tel: 020 7397 8900

 www.cavendish.com

 

RMS Partners  

Simon Courtenay

Tel: 020 3735 6551

             

 

 

 

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