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
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
RMS Partners
Simon Courtenay
Tel: 020 3735 6551
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