29 May 2024
TClarke plc
("the
Company")
Result of Annual General Meeting
("AGM")
The Company announces the result of
voting on the resolutions at its Annual General Meeting ("AGM")
held on 29 May 2024.
A poll was held on each of the AGM
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 AGM polls were as
follows:
|
Ordinary Resolutions
|
Votes
for
|
%
|
Votes
against
|
%
|
Total
votes
|
Votes
withheld
|
|
1. To receive and adopt
the Annual Report and Financial Statements 2023
|
20,848,586
|
99.23%
|
162,715
|
0.77%
|
21,011,301
|
51,832
|
|
2. To approve the
Directors' Remuneration Report
|
20,708,161
|
98.92%
|
226,624
|
1.08%
|
20,934,785
|
128,348
|
|
3. To approve the
final
dividend
|
20,941,506
|
99.42%
|
121,627
|
0.58%
|
21,063,133
|
0
|
|
4. To re-elect Mike
Crowder as a Director
|
20,661,111
|
98.71%
|
270,945
|
1.29%
|
20,932,056
|
131,077
|
|
5. To re-elect Mark
Lawrence as a Director
|
20,691,446
|
98.84%
|
242,675
|
1.16%
|
20,934,121
|
129,012
|
|
6. To re-elect Trevor
Mitchell as a Director
|
20,663,176
|
98.71%
|
270,945
|
1.29%
|
20,934,121
|
129,012
|
|
7. To re-elect Peter
Maskell as a Non-Executive Director
|
20,668,368
|
98.74%
|
263,532
|
1.26%
|
20,931,900
|
131,233
|
|
8. To re-elect Iain
McCusker as a Non-Executive Director
|
20,611,993
|
98.46%
|
322,128
|
1.54%
|
20,934,121
|
129,012
|
|
9. To re-elect Jonathan
Hook as a Non-Executive Director
|
20,692,368
|
98.86%
|
239,532
|
1.14%
|
20,931,900
|
131,233
|
|
10. To re-elect Aysegul
Sabanci as a Non-Executive Director
|
20,668,293
|
98.73%
|
265,828
|
1.27%
|
20,934,121
|
129,012
|
|
11. To re-appoint Mazars LLP
as auditors
|
20,782,894
|
98.99%
|
212,492
|
1.01%
|
20,995,386
|
67,747
|
|
12. To authorise the Audit
Committee to fix the auditor's remuneration
|
20,766,393
|
99.15%
|
177,126
|
0.85%
|
20,943,519
|
119,614
|
|
13. To make political
donations not exceeding £10,000 in total
|
20,499,565
|
97.70%
|
482,213
|
2.30%
|
20,981,778
|
81,355
|
|
14. To authorise the Directors
to allot securities in accordance with Section 551 of the Companies
Act 2006
|
20,619,033
|
98.45%
|
325,081
|
1.55%
|
20,944,114
|
119,019
|
|
Special Resolutions
|
Votes
for
|
%
|
Votes
against
|
%
|
Total
Votes
|
Votes
withheld
|
|
15. To authorise the Directors
to allow shares and securities pursuant to Section 570 of the
Companies Act 2006
|
20,588,095
|
98.30%
|
355,314
|
1.70%
|
20,943,409
|
119,724
|
|
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
|
20,589,382
|
98.33%
|
350,027
|
1.67%
|
20,939,409
|
123,724
|
|
17. To authorise TClarke plc
to make market purchases of its own ordinary shares
|
20,731,558
|
98.74%
|
265,057
|
1.26%
|
20,996,615
|
66,518
|
|
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
|
20,809,328
|
99.05%
|
198,930
|
0.95%
|
21,008,258
|
54,875
|
Notes:
1. The resolution
vote was conducted by poll.
2. 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.
3. Votes 'For' and
'Against' any resolution are expressed as a percentage of votes
validly cast for that resolution.
4. At the Voting
Record Time, the total number of TClarke Shares in issue was
52,877,376 and at that time, the Company did not hold any TClarke
Shares in treasury. At the Voting Record Time, the Wider Regent
Group held 11,366,407 TClarke Shares. Accordingly, the total number
of Scheme Shares was 41,510,969 at the Voting Record
Time.
5. The scrutineer of
the poll was Link Group.
6. The detailed
voting results in relation to the Annual General Meeting have been
summarised in this Announcement and this Announcement will be
posted 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
For further information
contact:
TClarke plc
Mark Lawrence - Group Chief
Executive
Trevor Mitchell - Financial
Director
Tel: 020 7997 7400
www.tclarke.co.uk
Cavendish Capital Markets Limited (Financial Adviser and
Corporate Broker to the Company)
Ben Jeynes / Hamish
Waller (Corporate Finance)
Dale Bellis / Andrew Burdis (Sales
and ECM)
Tel: 020 7397 8900
www.cavendish.com
RMS
Partners
Simon Courtenay
Tel: 020 3735 6551