18 September 2024
Software Circle plc
("Software Circle", the "Company" or the "Group")
Result of Annual General Meeting and Board Changes
Software Circle (AIM: SFT) announces that, at its annual general meeting held earlier today, the following resolutions were duly passed on a show of hands with the table below summarising the proxy votes appointing the Chairman:
| RESOLUTIONS | NO OF VOTES FOR | % OF VOTES CAST (EXCLUDING VOTES WITHHELD) | NO OF VOTES AGAINST | % OF VOTES CAST (EXCLUDING VOTES WITHHELD) | TOTAL VOTES CAST (EXCLUDING VOTES WITHHELD) | NO OF VOTES WITHHELD |
| 1) To receive the Report and Accounts of the Company for the year to 31 March 2024 | 126,063,163 | 99.39% | 768,633 | 0.61% | 126,831,796 | 0 |
| 2) To re-elect Gavin Graham Cockerill as a Director of the Company | 126,826,806 | 100% | 0 | 0% | 126,826,806 | 4,990 |
| 3) To re-elect Richard Alan Lightfoot as a director of the Company | 126,826,806 | 100% | 0 | 0% | 126,826,806 | 4,990 |
| 4) To re-elect Simon Gregory Barrell as a director of the Company | 126,826,806 | 100% | 0 | 0% | 126,826,806 | 4,990 |
| 5) To re-appoint RSM UK Audit LLP as auditors of the Company | 126,826,806 | 100% | 0 | 0% | 126,826,806 | 4,990 |
| 6) To authorise the directors to replace the existing authority to allot shares in the Company in connection with s 551 of the Companies Act 2006 | 126,616,426 | 99.83% | 210,380 | 0.17% | 126,826,806 | 4,990 |
| 7) To authorise the directors to allot Relevant Securities as if s 561 of the Companies Act 2006 did not apply | 123,329,998 | 97.24% | 3,496,808 | 2.76% | 126,826,806 | 4,990 |
| 8) To authorise the Company to make market purchases of ordinary shares in the Company | 126,826,806 | 100% | 0 | 0% | 126,826,806 | 4,990 |
Votes which have been cast at the discretion of the Chairman have been counted as votes for the resolutions. Votes withheld are not votes in law and do not count in the number of votes counted for or against a resolution.
The full text of the resolutions can be found in the Notice of Annual General Meeting which is available on the Company's website at https://www.softwarecircle.com/reports-downloads/.
Board Changes
As set out in the Company's announcement earlier today, the following changes were made to the Group's Board after the annual general meeting:
- Jan Mohr resigned as Chairman;
- Conrad Bona resigned as Non-Executive Director;
- Matthias Riechert, Non-Executive Director, was appointed as Chairman;
- Simon Barrell, Non-Executive Director, was appointed as Senior Independent Director (SID);
- Brad Ormsby was appointed as an independent Non-Executive Director; and
- Marc Maurer was appointed as a Non-Executive Director.
The following information is disclosed pursuant to Rule 17 and Schedule 2(g) of the AIM Rules for Companies.
Bradley Leonard Ormsby, aged 48, has held the following directorships and/or partnerships in the past five years:
Current directorships and/or partnerships
- Octopus AIM VCT 2 plc
- Judges Scientific plc
- Teer Coatings Limited
- Magsputter Limited
- Scientifica Limited
- Rockwash Geodata Limited
- Henniker Scientific Limited
- Geotek Limited
- Geotek Holding Limited
- Geotek Coring Limited
- Spectra-map Limited
- Korvus Technology Limited
- Thermal Hazard Technology Limited
- Health Scientific Company Limited
- Moorfield Nanotechnology Limited
- Crystallon Limited
- Oxford Cryosystems Limited
- EWB Solutions Limited
- Dia-stron Limited
- Coolled Limited
- PE. Fiberoptics Limited
- Stanton Redcroft LimitedD
- Armfield Technical Education Company Limited
- Armfield Limited
- FTT Scientific Limited
- EM Technologies Limited
- Judges Capital Limited
- Bordeaux Acquisition Limited
- Deben UK Limited
- Quorum Technologies Limited
- UHV Design Limited
- Global Digital Systems Limited
- GDS Instruments Limited
- Polaron Instruments Limited
- Sircal Instruments (U.K.) Limited
- Fire Testing Technology Limited
- Aitchee Engineering Limited
- Luciol Instruments SA (Switzerland)
- Judges Scientific (Shanghai) Co Limited (China)
- Judges Scientific (Dublin) Limited
- Armfield Incorporated (USA)
- Dia-stron Inc (USA)
- Thermal Hazard Technology Inc (USA)
Past directorships and/or partnerships
- R. J. Lewis Limited
Marc Kay Maurer, aged 48, has held the following directorships and/or partnerships in the past five years:
Past directorships and/or partnerships
- Infogate AG (Switzerland)
- Delta Logic AG (Switzerland)
- Macos Software AG (Switzerland)
- Procad Schweiz AG (Switzerland)
There is no further information in relation to Brad Ormsby or Marc Maurer required to be disclosed under Schedule 2(g) of the AIM Rules for Companies.
For further information:
Software Circle plc
Gavin Cockerill (CEO) 07968 510 662
Allenby Capital Limited (Nominated Adviser and broker) 0203 328 5656
David Hart / Piers Shimwell (Corporate Finance)
Stefano Aquilino / Joscelin Pinnington (Sales and Corporate Broking)
Notes to editors:
Software Circle plc is a UK based acquirer of vertical market software businesses. Our aim is to help founders find the right exit strategy, without fuss or drama. Continuing operations in an independent, decentralised way. Keeping the entrepreneurial spirit and culture that exists in the businesses we acquire. Providing a permanent home for their teams, management talent and culture. For more information visit www.softwarecircle.com.
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