Computacenter plc
Incorporated in England
Registration number: 03110569
LEI: 549300XSXUZ1I19DB105
ISIN: GB00BV9FP302
Computacenter plc
RESULTS OF ANNUAL GENERAL MEETING 15 MAY 2025
All resolutions put to the meeting were duly passed on a poll. The poll results showing the number of votes received for and against each resolution are shown below. Resolutions 1 to 9 (inclusive) were passed as ordinary resolutions and resolutions 10 to 13 (inclusive) were passed as special resolutions.
| Resolution | Votes For* | % of Votes Cast | Votes Against | % of Votes Cast | Total Votes Cast | Total Votes Cast as a % of Issued Share Capital** | Votes Withheld*** |
| 1. To receive the Reports and Accounts for the year ended 31/12/2024 | 91,196,659 | 100.00 | 495 | 0.00 | 91,197,154 | 85.84% | 66,559 |
| 2. Approval of the Annual Statement from the Chair of the Remuneration Committee and the Annual Remuneration Report | 90,907,553 | 99.61 | 353,274 | 0.39 | 91,260,827 | 85.90% | 2,886 |
| 3. Approval of the Director's Remuneration Policy | 70,243,561 | 77.71 | 20,149,093 | 22.29 | 90,392,654 | 85.08% | 871,059 |
| 4. Approval of a final dividend of 47.4 pence per ordinary share | 91,261,673 | 100.00 | 0 | 0.00 | 91,261,673 | 85.90% | 2,040 |
| 5a. Re-election of P Campbell as a director | 86,747,089 | 95.06 | 4,512,473 | 4.94 | 91,259,562 | 85.90% | 4,151 |
| 5b. Re-election of R Carayol as a director | 90,106,793 | 98.74 | 1,149,908 | 1.26 | 91,256,701 | 85.89% | 7,012 |
| 5c. Re-election of P W Hulme as a director | 90,717,306 | 99.41 | 540,273 | 0.59 | 91,257,579 | 85.89% | 6,134 |
| 5d. Election of K Kuhn as a director | 89,486,573 | 98.06 | 1,770,128 | 1.94 | 91,256,701 | 85.89% | 7,012 |
| 5e Election of S McNamara as a director | 90,563,266 | 99.25 | 687,117 | 0.75 | 91,250,383 | 85.89% | 13,330 |
| 5f. Re-election of L Mitic as a director | 89,778,797 | 98.38 | 1,474,004 | 1.62 | 91,252,801 | 85.89% | 6,912 |
| 5g. Re-election of M J Norris as a director | 91,235,225 | 99.97 | 25,115 | 0.03 | 91,260,340 | 85.90% | 3,373 |
| 5h. Re-election of P J Ogden as a director | 90,682,211 | 99.37 | 575,268 | 0.63 | 91,257,479 | 85.89% | 6,234 |
| 5i. Election of A Walker as a director | 90,562,968 | 99.25 | 687,117 | 0.75 | 91,250,085 | 85.89% | 13,628 |
| 6. Re-appoint Grant Thornton UK LLP as Auditor | 91,234,623 | 99.99 | 10,518 | 0.01 | 91,245,141 | 85.88% | 18,572 |
| 7. Authorise the Directors to agree the Auditor's remuneration | 91,249,387 | 99.99 | 11,474 | 0.01 | 91,260,861 | 85.90% | 2,852 |
| 8. Approval of Computacenter Share Plan 2025 (including the French Sub-Plan and the California Sub-Plan) | 87,299,116 | 95.79 | 3,840,339 | 4.21 | 91,139,455 | 85.78% | 124,258 |
| 9. Authority to allot shares | 90,915,369 | 99.62 | 345,624 | 0.38 | 91,260,993 | 85.90% | 2,720 |
| 10. Disapplication of pre-emption rights to the allotment of equity securities and sale of treasury shares for cash | 91,247,276 | 99.99 | 13,288 | 0.01 | 91,260,564 | 85.90% | 3,149 |
| 11. Further disapplication of pre-emption rights for the purposes of financing an acquisition or other capital investment | 91,245,660 | 99.98 | 14,904 | 0.02 | 91,260,564 | 85.90% | 3,149 |
| 12. Approval of authority to market purchase own shares | 91,183,314 | 99.94 | 51,140 | 0.06 | 91,234,454 | 85.87% | 29,259 |
| 13. Approval that a general meeting (other than an AGM) may be called on not less than 14 clear days' notice | 90,360,950 | 99.01 | 900,398 | 0.99 | 91,261,348 | 85.90% | 2,365 |
Notes:
* Includes discretionary votes received
** Based on the total issued share capital of the Company as at 6.30pm on 13 May 2025 of 117,687,970 ordinary shares, each carrying one vote, and excluding 11,444,039 ordinary shares held in treasury
*** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes for and against a resolution
A copy of the resolutions passed as Special Business have been submitted to the National Storage Mechanism and will shortly be available for inspection
These resolutions are also available within the Notice of the Annual General Meeting 2025 on the Computacenter investor website at investors.computacenter.com
Resolution 3 (Directors' Remuneration Policy)
The Company acknowledges that, whilst over three quarters of shares voted were cast in favour of Resolution 3 (the Directors' Remuneration Policy), the overall vote in favour was slightly below 80 per cent. The Company consulted with its largest institutional shareholders with regards to its policy proposals in advance of the AGM, and we will now write to shareholders to solicit any additional feedback from those who voted against the resolution in order to understand their reasoning.
We will carefully consider the shareholder feedback we receive and will publish an update on our engagement and the feedback received within six months of the Annual General Meeting, in accordance with the UK Corporate Governance Code.
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