TClarke PLC Result of AGM (9863K)

TIDMCTO

RNS Number : 9863K

TClarke PLC

11 May 2022

TClarke plc

("the Company")

Result of Annual General Meeting ("AGM")

11 May 2022

The Company announces the result of voting on the resolutions at its Annual General Meeting ("AGM") held on Wednesday 11 May 2022, as set out in the AGM notice.

A poll was held on each of the 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 poll were as follows:

 
 
         Ordinary Resolutions              Votes          %         Votes        %         Total        Votes withheld 
                                            for                    against                 votes 
 1. To receive and adopt 
  the Annual Report and 
  Financial Statements 
  2021                                   11,111,586     99.95%      5,190      0.5%      11,116,776           0 
                                      -------------  ---------  ----------  --------  -------------  ----------------- 
 2. To approve the Directors' 
  Remuneration Report                    11,044,882     99.50%     55,814      0.5%      11,100,696         16,080 
                                      -------------  ---------  ----------  --------  -------------  ----------------- 
      3. To approve the final 
       dividend                          11,116,776      100%         0        0.00%     11,116,776           0 
                                      -------------  ---------  ----------  --------  -------------  ----------------- 
 4. To re-elect Mike 
  Crowder as a Director                  11,098,958     99.86%     15,597      0.14%     11,114,555         2,221 
                                      -------------  ---------  ----------  --------  -------------  ----------------- 
 5. To re-elect Mark 
  Lawrence as a Director                 11,103,194     99.88%     13,582      0.12%     11,116,776           0 
                                      -------------  ---------  ----------  --------  -------------  ----------------- 
 6. To re-elect Trevor 
  Mitchell as a Director                 11,095,989     99.86%     15,597      0.14%     11,111,586         5,190 
                                      -------------  ---------  ----------  --------  -------------  ----------------- 
 7. To re-elect Peter 
  Maskell as a Non-Executive 
  Director                               11,095,783     99.88%     13,582      0.12%     11,109,365         7,411 
                                      -------------  ---------  ----------  --------  -------------  ----------------- 
 8. To re-elect Iain 
  McCusker as a Non-Executive 
  Director                               11,082,768     99.74%     28,818      0.26%     11,111,586         5,190 
                                      -------------  ---------  ----------  --------  -------------  ----------------- 
 9. To elect Jonathan 
  Hook as a Non-Executive 
  Director                               11,095,983     99.88%     13,382      0.12%     11,109,365         7,411 
                                      -------------  ---------  ----------  --------  -------------  ----------------- 
 10. To elect Aysegul 
  Sabanci as a Non-Executive 
  Director                               11,080,690     99.74%     28,675      0.26%     11,109,365         7,411 
                                      -------------  ---------  ----------  --------  -------------  ----------------- 
 11. To re-appoint 
  PricewaterhouseCoopers 
  LLP as auditors                        11,052,265     99.62%     41,934      0.38%     11,094,199         22,577 
                                      -------------  ---------  ----------  --------  -------------  ----------------- 
 12. To authorise the 
  Audit Committee to fix 
  the auditor's remuneration             11,073,010     99.80%     21,996      0.2%      11,095,006         21,770 
                                      -------------  ---------  ----------  --------  -------------  ----------------- 
 13. To make political 
  donations not exceeding 
  GBP10,000 in total                     10,934,189     98.47%     170,411     1.53%     11,104,600         12,176 
                                      -------------  ---------  ----------  --------  -------------  ----------------- 
 14. To authorise the 
  Directors to allot securities 
  in accordance with Section 
  551 of the Companies 
  Act 2006                               10,987,412     98.90%     121,784     1.10%     11,109,196         16,580 
                                      -------------  ---------  ----------  --------  -------------  ----------------- 
 
 
 
        Special Resolutions           Votes          %         Votes        %         Total        Votes withheld 
                                       for                    against                 Votes 
 15. To authorise the 
  Directors to allow shares 
  and securities pursuant 
  to Section 570 of the 
  Companies Act 2006                10,956,063     98.57%     158,492     1.43%     11,114,555         2,221 
                                 -------------  ---------  ----------  --------  -------------  ----------------- 
 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      10,996,021     98.93%     118,534     1.07%     11,114,555         2,221 
                                 -------------  ---------  ----------  --------  -------------  ----------------- 
 17. To authorise TClarke 
  plc to make market purchases 
  of its own ordinary 
  shares                            11,003,738     99.04%     106,848     0.96%     11,110,586         6,190 
                                 -------------  ---------  ----------  --------  -------------  ----------------- 
 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                        11,017,759     99.12%     98,017      0.88%     11,115,776         1,000 
                                 -------------  ---------  ----------  --------  -------------  ----------------- 
 

Notes:

   1.   All resolutions were passed on a show of hands. 

2. Proxy votes which gave discretion to the Chair of the AGM have been included in the 'For' total of the appropriate resolution.

3. 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.

4. Votes 'For' and 'Against' any resolution are expressed as a percentage of votes validly cast for that resolution.

5. At the close of business on 4 May 2022 the total number of ordinary shares in issue was 44,002,794 and at that time, the Company did not hold any shares in treasury.

6. The full text of all the resolutions passed at the AGM can be obtained from the Notice of AGM, which is available 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

-ends-

For further information contact:

TClarke plc

Mark Lawrence - Group Chief Executive

Trevor Mitchell - Financial Director

Tel: [phone]

www.tclarke.co.uk

Cenkos Securities plc (corporate Broker)

Ben Jeynes (Corporate Finance)

Alex Pollen (Sales)

Tel: [phone]

RMS Partners

Simon Courtenay

Tel: [phone]

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May 11, 2022 05:27 ET (09:27 GMT)