1 May 2024
Alfa Financial Software Holdings PLC
Result of the 2024 AGM
Alfa Financial Software Holdings PLC (the "Company" or "Alfa") announces the results of voting on its resolutions at its Annual General Meeting, which was held on 1 May 2024.
All resolutions, as set out in the Notice of Meeting, were voted by way of a poll and were passed.
The votes cast for resolutions 5, 6, 7 and 11 relating to the election of the independent Directors were duly passed by both a majority of the votes cast by the independent shareholders as well as by a majority of votes cast by all shareholders. These votes have been calculated separately and are shown below.
| | For | Against | Total votes cast | Vote withheld | |||
| Resolution | No. of votes | % of votes cast | No. of votes | % of votes cast | No. of votes | No. of votes | |
| 1. To receive and adopt the Annual Report including the audited financial statements for the year ending 31 December 2023 | 279,792,144 | 100 | 1,476 | 0.00 | 279,793,620 | 18,097 | |
| 2. To approve the Directors' Remuneration Policy | 279,750,241 | 99.98 | 61,476 | 0.02 | 279,811,717 | 0 | |
| 3. To approve the Directors' Remuneration Report | 279,750,241 | 99.98 | 61,476 | 0.02 | 279,811,717 | 0 | |
| 4. To declare a final dividend of 1.3 pence per ordinary share | 279,810,241 | 100 | 1,476 | 0.00 | 279,811,717 | 0 | |
| 5. To re-elect Steve Breach as a Director | All | 278,866,493 | 99.66 | 945,224 | 0.34 | 279,811,717 | 0 |
| Independent | 102,960,844 | 99.09 | 945,224 | 0.91 | 103,906,068
| 0 | |
| 6. To re-elect Adrian Chamberlain as a Director | All | 278,866,493 | 99.66 | 945,224 | 0.34 | 279,811,717 | 0
|
| Independent | 102,960,844 | 99.09 | 945,224 | 0.91 | 103,906,068
| 0 | |
| 7. To re-elect Charlotte de Metz as a Director | All | 278,862,902 | 99.66 | 948,815 | 0.34 | 279,811,717 | 0 |
| Independent | 102,957,253 | 99.09 | 948,815
| 0.91 | 103,906,068
| 0 | |
| 8. To re-elect Andrew Denton as a Director | 279,594,581 | 99.92 | 217,136 | 0.08 | 279,811,717 | 0 | |
| 9. To re-elect Duncan Magrath as a Director | 279,582,533 | 99.92 | 229,184 | 0.08 | 279,811,717 | 0 | |
| 10. To re-elect Andrew Page as a Director | 276,444,920 | 98.80 | 3,366,797 | 1.20 | 279,811,717 | 0 | |
| 11. To re-elect Chris Sullivan as a Director | All | 248,569,526 | 90.54 | 25,966,362 | 9.46 | 274,535,888 | 5,275,829 |
| Independent | 72,663,877 | 73.67 | 25,966,362 | 26.33 | 98,630,239 | 5,275,829 | |
| 12. To re-elect Matthew White as a Director | 279,590,850 | 99.92 | 220,867 | 0.08 | 279,811,717 | 0 | |
| 13. To re-appoint RSM UK Audit LLP as auditor of the Company | 279,810,241 | 100.00 | 1,476 | 0.00 | 279,811,717 | 0 | |
| 14. To authorise the Audit and Risk Committee to determine the auditor's remuneration | 279,810,241 | 100.00 | 1,476 | 0.00 | 279,811,717 | 0 | |
| 15. To authorise the Company to make political donations | 278,915,509 | 99.68 | 896,208 | 0.32 | 279,811,717 | 0 | |
| 16. To authorise the Directors to allot ordinary shares | 279,507,531 | 99.89 | 303,336 | 0.11 | 279,810,867 | 850 | |
| 17. Authority to disapply statutory pre-emption rights | 278,944,672 | 99.69 | 860,079 | 0.31 | 279,804,751 | 6,966
| |
| 18. Additional authority to disapply statutory pre-emption rights | 278,944,672 | 99.69 | 860,079 | 0.31 | 279,804,751 | 6,966
| |
| 19. To authorise the Company to purchase its own shares | 277,781,520 | 99.30 | 1,965,112 | 0.70 | 279,746,632 | 65,085
| |
| 20. Authority to call a general meeting (other than an AGM) on not less than 14 clear days' notice | 278,510,985 | 99.54 | 1,300,732 | 0.46 | 279,811,717 | 0 | |
The Board notes that resolution 11 (re-election of Chris Sullivan) was passed by 90.54% of the total votes cast, but with less than 80% of Independent Shareholders voting in favour. The Board will consult with independent shareholders who did not vote in favour to understand any concerns.
Notes:
1. Any proxy arrangement which gave discretion to the Chairman has been included in the "for" totals.
2. A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" any resolution.
3. The number of shares in issue at close of business on 30 April 2024 was 300,000,000 (the "Share Capital"). On this date as at close of business, the Company holds 4,775,119 shares in treasury. Therefore, the total number of ordinary shares with voting rights was 295,224,881.
A copy of the resolutions passed at the AGM concerning items other than ordinary business will be submitted to the National Storage Mechanism and be available shortly for inspection.
For further information:
| Alfa Financial Software Holdings PLC Charlotte Caulfield, Company Secretary
| +44 (0)20 7588 1800 |
| LEI Number: 213800C5UOZHUTNUGA28 | |
Notes to Editors
Alfa has been delivering software systems and services to the global asset and automotive finance industry since 1990. Our agile methodologies and specialised knowledge of asset and automotive finance enables the delivery of large software implementations and highly complex business change projects. With an excellent delivery track record now into its fourth decade, Alfa's experience and performance is unrivalled in the industry.
Alfa Systems, our class-leading technology platform, is at the heart of some of the world's largest asset and automotive finance companies. Alfa Systems supports both retail and corporate business for auto, equipment, wholesale and dealer finance on a multijurisdictional basis, including leases/loans, originations and servicing. A cloud-native, end-to-end solution with integrated workflow and automated processing using business rules, Alfa Systems provides compelling solutions to asset finance companies.
Alfa Systems is currently live in 37 countries. Alfa has offices in Europe, Australasia and North America. For more information, visit www.alfasystems.com.
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