Kofax Announces Results of Special General Meeting Held February 9, 2015

Kofax® Limited (NASDAQ and LSE: KFX), a leading provider of smart process applications that simplify and transform the First Mile™ of customer engagement, today announced the results of its special general meeting held at 11:00 a.m. U.K. time on February 9, 2015 at the offices of Dechert LLP, 160 Queen Victoria Street, London EC4V 4QQ.

All resolutions (except resolution 2) set out in the Notice of Special General Meeting were approved by the requisite number of shareholders on a show of hands and based on the proxies received.

The Directors are pleased to announce that resolution 1, authorising the Directors to cancel the listing of shares on the official list maintained by the UK Financial Conduct Authority and remove such shares from trading on the main market for listed securities of London Stock Exchange plc (the “Delisting”), was overwhelmingly approved.

Whilst a simple majority of shareholders voted in favour of resolution 2, proposing changes to the bye-laws, the Directors were disappointed to see that the required 75% majority was not achieved. The Directors will further discuss the proposals with shareholders and a further announcement will be made in due course. In the meantime, the Directors intend to proceed with the Delisting.

Proxies:

The total voting rights in the Company at 6 p.m. on January 5, 2015 were 92,210,070. Proxy appointments were validly made in respect of 78,225,511 common shares for all resolutions.

Special General Meeting:

Resolution 1: To authorize the directors to cancel the listing of shares on the official list maintained by the UK Financial Conduct Authority and remove such shares from trading on the main market for listed securities of London Stock Exchange plc.

    
      
        
          Votes for:
        
        
           
        
        
           
        
        
          76,320,416
        
        
           
        
        
           
        
        
          98.18%
        
      
      
        
          Votes against:
        
        
        
        
        
        
          1,416,708
        
        
        
        
        
        
          1.82%
        
      
      
        
          Votes withheld:
        
        
        
        
        
        
          488,387
        
        
        
        
        
        
        
      
    
    

Resolution 2: Conditional on delisting, to adopt the new Bye-laws.

    
      
        
          Votes for:
        
        
           
        
        
           
        
        
          52,397,590
        
        
           
        
        
           
        
        
          67.33%
        
      
      
        
          Votes against:
        
        
        
        
        
        
          25,424,543
        
        
        
        
        
        
          32.67%
        
      
      
        
          Votes withheld:
        
        
        
        
        
        
          403,378
        
        
        
        
        
        
        
      
    
    

Resolution 3: Conditional on delisting, to approve the Kofax Limited 2015 Equity Incentive Plan.

    
      
        
          Votes for:
        
        
           
        
        
           
        
        
          75,713,238
        
        
           
        
        
           
        
        
          

97.63%

        
      
      
        
          Votes against:
        
        
        
        
        
        
          1,835,765
        
        
        
        
        
        
          2.37%
        
      
      
        
          Votes withheld:
        
        
        
        
        
        
          676,508
        
        
        
        
        
        
        
      
    
    

Resolution 4: Conditional on delisting, to approve the Kofax Limited 2015 Executive Bonus Plan.

    
      
        
          Votes for:
        
        
           
        
        
           
        
        
          76,295,709
        
        
           
        
        
           
        
        
          98.37%
        
      
      
        
          Votes against:
        
        
        
        
        
        
          1,266,154
        
        
        
        
        
        
          1.63%
        
      
      
        
          Votes withheld:
        
        
        
        
        
        
          663,648
        
        
        
        
        
        
        
      
    
    

Please note that a “vote withheld” is not a vote at law and is not counted in the calculation of the proportion of the votes “for” and “against” a resolution.

About Kofax

Kofax is a leading provider of smart process applications that simplify and transform the First Mile™ of customer engagement. Success in the First Mile can dramatically improve the customer experience, greatly reduce operating costs and increase competitiveness, growth and profitability. Kofax software and solutions provide a rapid return on investment to more than 20,000 customers in financial services, insurance, government, healthcare, supply chain, business process outsourcing and other markets. Kofax delivers these through its direct sales and service organization, and a global network of more than 800 authorized partners in more than 75 countries throughout the Americas, EMEA and Asia Pacific. For more information, visit kofax.com.

© 2015 Kofax Limited. Kofax is a registered trademark and First Mile is a trademark of Kofax.

Source: Kofax

Media Contacts:Colleen EdwardsVice President, Corporate Communications+1 (949) [e-mail] Contacts:MKR Group Inc.Todd Kehrli+1 (323) [e-mail] ConsultingChris Lane+44 (0) 20 7831 [e-mail]