Source - LSE Regulatory
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

for

 

%

 

Votes against

 

%

 

Total

votes

 

Votes withheld

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 £10,000 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

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

 

 

 

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: 020 7997 7400

www.tclarke.co.uk

 

Cenkos Securities plc (corporate Broker)

Ben Jeynes (Corporate Finance)

Alex Pollen (Sales)

Tel:  020 7397 8900

 

RMS Partners

Simon Courtenay

Tel:  020 3735 6551

 

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