3 September 2025
Software Circle plc
("Software Circle", the "Company" or the "Group")
Result of Annual General Meeting
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 2025 | 192,503,817 | 100.00% | 0 | 0% | 192,503,817 | 0 |
| 2) To approve the Remuneration policy and report for the period up to 31 March 2025 on an advisory only basis | 191,735,184 | 99.60% | 768,633 | 0.40% | 191,735,184 | 0 |
| 3) To re-elect Matthias Siegfried Riechert as a Director of the Company | 143,122,591 | 95.23% | 7,176,084 | 4.77% | 150,298,675 | 42,205,142 |
| 4) To re-elect Simon Gregory Barrell as a Director of the Company | 192,503,817 | 100.00% | 0 | 0% | 192,503,817 | 0 |
| 5) To elect Bradley Leonard Ormsby as a Director of the Company | 185,327,733 | 96.27% | 7,176,084 | 3.73% | 192,503,817 | 0 |
| 6) To elect Marc Kay Maurer as a Director of the Company | 192,503,817 | 100.00% | 0 | 0% | 192,503,817 | 0 |
| 7) To re-elect Gavin Graham Cockerill as a Director of the Company | 192,503,817 | 100.00% | 0 | 0% | 192,503,817 | 0 |
| 8) To re-elect Iain Stewart Brown as a Director of the Company | 192,503,817 | 100.00% | 0 | 0% | 192,503,817 | 0 |
| 9) To re-elect Richard Alan Lightfoot as a Director of the Company | 192,503,817 | 100.00% | 0 | 0% | 192,503,817 | 0 |
| 10) To re-appoint RSM UK Audit LLP as auditors of the Company | 192,503,817 | 100.00% | 0 | 0% | 192,503,817 | 0 |
| 11) 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 | 192,302,261 | 99.90% | 196,056 | 0.10% | 192,498,317 | 5,500 |
| 12) To authorise the directors to allot Relevant Securities as if s 561 of the Companies Act 2006 did not apply | 185,059,891 | 96.14% | 7,438,426 | 3.86% | 192,498,317 | 5,500 |
| 13) To authorise the Company to make market purchases of ordinary shares in the Company | 192,503,817 | 100.00% | 0 | 0% | 192,503,817 | 0 |
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/.
For further information:
Software Circle plc
Gavin Cockerill (CEO) via investors@softwarecircle.com
Allenby Capital Limited (Nominated Adviser and broker) 0203 328 5656
David Hart / Piers Shimwell (Corporate Finance)
Joscelin Pinnington / Amrit Nahal (Sales and Corporate Broking)
Notes to editors:
Software Circle plc (AIM: SFT) has a mission: to be a leading serial acquirer and operator of Vertical Market Software businesses in the UK and Ireland - a permanent home for software leaders, teams, and customers. These are mission-critical systems, deeply embedded in the day-to-day workflows of users.
We help founders find the right exit strategy, acquiring businesses at appropriate valuations, supporting their organic growth over time, and reinvesting the free cash flow they generate into further value-accretive opportunities. We are building a group that gives shareholders diversified exposure to these software businesses, with discipline, alignment, and operational know-how.
Software Circle continues operations in an independent, decentralised way, and maintains the entrepreneurial spirit and culture that exists in the businesses acquired, enabling organic growth to be driven. Our goal is to create an environment where motivated teams can do their best work for the benefit of the most important stakeholder: the end customer.
For more information visit www.softwarecircle.com.
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