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: [phone]

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: [phone]

 www.cavendish.com

RMS Partners  

Simon Courtenay

Tel: [phone]

 

END