TIDMCTO
RNS Number : 9708Y
TClarke PLC
10 May 2023
TClarke plc
("the Company")
Result of Annual General Meeting ("AGM")
10 May 2023
The Company announces the result of voting on the resolutions at
its Annual General Meeting ("AGM") held on Wednesday 10 May 2023,
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 15 were
passed as ordinary resolutions, and resolutions 16 to 19 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
2022 13,373,276 99.94% 7,500 0.06% 13,380,776 0
------------- --------- ---------- -------- ------------- -----------------
2. To approve the Directors'
Remuneration Policy 13,263,712 99.21% 106,029 0.79% 13,369,741 11,035
------------- --------- ---------- -------- ------------- -----------------
3. To approve the Directors'
Remuneration Report 13,266,519 99.23% 103,222 0.77% 13,369,741 11,035
------------- --------- ---------- -------- ------------- -----------------
4. To approve the final
dividend 13,380,776 100% 0 0.00% 13,380,776 0
------------- --------- ---------- -------- ------------- -----------------
5. To re-elect Mike
Crowder as a Director 13,334,854 99.66% 45,766 0.34% 13,380,620 156
------------- --------- ---------- -------- ------------- -----------------
6. To re-elect Mark
Lawrence as a Director 13,316,285 99.52% 64,335 0.48% 13,380,620 156
------------- --------- ---------- -------- ------------- -----------------
7. To re-elect Trevor
Mitchell as a Director 13,316,787 99.52% 63,833 0.48% 13,380,620 156
------------- --------- ---------- -------- ------------- -----------------
8. To re-elect Peter
Maskell as a Non-Executive
Director 13,300,131 99.41% 78,268 0.59% 13,378,399 2,377
------------- --------- ---------- -------- ------------- -----------------
9. To re-elect Iain
McCusker as a Non-Executive
Director 13,271,848 99.19% 108,772 0.81% 13,380,620 156
------------- --------- ---------- -------- ------------- -----------------
10. To re-elect Jonathan
Hook as a Non-Executive
Director 13,332,131 99.65% 46,268 0.35% 13,378,399 2,377
------------- --------- ---------- -------- ------------- -----------------
11. To re-elect Aysegul
Sabanci as a Non-Executive
Director 13,329,912 99.64% 48,487 0.36% 13,378,399 2,377
------------- --------- ---------- -------- ------------- -----------------
12. To re-appoint Mazars
LLP as auditors 13,300,776 99.43% 76,779 0.57% 13,377,555 3,221
------------- --------- ---------- -------- ------------- -----------------
13. To authorise the
Audit Committee to fix
the auditor's remuneration 13,298,992 99.40% 79,784 0.60% 13,378,776 2,000
------------- --------- ---------- -------- ------------- -----------------
14. To make political
donations not exceeding
GBP10,000 in total 13,188,500 98.70% 174,272 1.30% 13,362,772 18,004
------------- --------- ---------- -------- ------------- -----------------
15. To authorise the
Directors to allot securities
in accordance with Section
551 of the Companies
Act 2006 13,294,870 99.37% 83,685 0.63% 13,378,555 2,221
------------- --------- ---------- -------- ------------- -----------------
Special Resolutions Votes % Votes % Total Votes withheld
for against Votes
16. To authorise the
Directors to allow shares
and securities pursuant
to Section 570 of the
Companies Act 2006 13,265,501 99.15% 113,054 0.85% 13,378,555 2,221
------------- --------- ---------- -------- ------------- -----------------
17. 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 13,262,550 99.13% 116,005 0.87% 13,378,555 2,221
------------- --------- ---------- -------- ------------- -----------------
18. To authorise TClarke
plc to make market purchases
of its own ordinary
shares 13,294,854 99.36% 85,922 0.64% 13,380,776 0
------------- --------- ---------- -------- ------------- -----------------
19. 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 13,304,577 99.43% 76,199 0.57% 13,380,776 0
------------- --------- ---------- -------- ------------- -----------------
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 5 May 2023 the total number of
ordinary shares in issue was 44,101,443 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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END
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May 10, 2023 06:31 ET (10:31 GMT)
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