Last checked at 17 May 2023 14:00
Computacenter plc
Incorporated in England
Registration number: 03110569
LEI: 549300XSXUZ1I19DB105
ISIN: GB00BV9FP302
Computacenter plc
RESULTS OF ANNUAL GENERAL MEETING 17 MAY 2023
All resolutions put to the meeting were duly passed on a poll. The poll results showing the number of votes received for and against each resolution are shown below. Resolutions 1 to 9 (inclusive) were passed as ordinary resolutions and resolutions 10 to 16 (inclusive) were passed as special resolutions.
Resolution | Votes For* | % of Votes Cast | Votes Against | % of Votes Cast | Total Votes Cast | Total Votes Cast as a % of Issued Share Capital** | Votes Withheld*** |
1. To receive the Reports and Accounts for the year ended 31/12/2022 | 99,692,223 | 100.00 | 1,275 | 0.00 | 99,693,498 | 87.34% | 57,422 |
2. Approval of the Annual Statement from the Chair of the Remuneration Committee and the Annual Remuneration Report | 98,719,645 | 99.08 | 919,790 | 0.92 | 99,639,435 | 87.29% | 111,485 |
3. Approval of the Directors' Remuneration Policy | 99,013,713 | 99.37 | 626,069 | 0.63 | 99,639,782 | 87.30% | 111,948 |
4. Approval of a final dividend of 45.8 pence per ordinary share | 99,675,558 | 99.92 | 75,093 | 0.08 | 99,750,651 | 87.39% | 269 |
5a. Re-election of P Campbell as a director | 98,780,180 | 99.03 | 967,720 | 0.97 | 99,747,900 | 87.39% | 3,020 |
5b. Election of R Carayol | 99,556,227 | 99.81 | 191,673 | 0.19 | 99,747,900 | 87.39% | 3,020 |
5c. Re-election of F A Conophy as a director | 99,000,193 | 99.25 | 747,707 | 0.75 | 99,747,900 | 87.39% | 3,020 |
5d. Re-election of P W Hulme as a director | 99,057,915 | 99.31 | 689,985 | 0.69 | 99,747,900 | 87.39% | 3,020 |
5e. Re-election of L Mitic as a director | 98,780,049 | 99.03 | 967,851 | 0.97 | 99,747,900 | 87.39% | 3,020 |
5f. Re-election of M J Norris as a director | 99,140,275 | 99.39 | 607,625 | 0.61 | 99,747,900 | 87.39% | 3,020 |
5g. Re-election of P J Ogden as a director | 99,057,915 | 99.31 | 689,985 | 0.69 | 99,747,900 | 87.39% | 3,020 |
5h. Re-election of R Rivaz as a director | 98,805,691 | 99.06 | 942,296 | 0.94 | 99,747,987 | 87.39% | 2,933 |
5i. Re-election of P Ryan as a director | 97,833,680 | 98.08 | 1,914,220 | 1.92 | 99,747,900 | 87.39% | 3,020 |
6. Appoint Grant Thornton UK LLP as Auditor | 99,714,228 | 99.96 | 35,386 | 0.04 | 99,749,614 | 87.39% | 1,306 |
7. Authorise the Directors to agree the Auditor's remuneration | 99,748,583 | 100.00 | 770 | 0.00 | 99,749,353 | 87.39% | 1,567 |
8. Approval of the French Sub-Plan to the Computacenter Performance Share Plan 2005 | 99,666,643 | 99.92 | 82,351 | 0.08 | 99,748,994 | 87.39% | 1,926 |
9. Authority to allot shares | 98,843,093 | 99.09 | 906,835 | 0.91 | 99,749,928 | 87.39% | 992 |
10. Disapplication of pre-emption rights to the allotment of equity securities and sale of treasury shares for cash | 99,551,580 | 99.86 | 136,626 | 0.14 | 99,688,206 | 87.34% | 62,714 |
11. Further disapplication of pre-emption rights for the purposes of financing an acquisition or other capital investment | 99,551,111 | 99.86 | 137,091 | 0.14 | 99,688,202 | 87.34% | 62,718 |
12. Approval of authority to market purchase own shares | 99,646,722 | 99.90 | 98,802 | 0.10 | 99,745,524 | 87.39% | 5,396 |
13. Approval that a general meeting (other than an AGM) may be called on not less than 14 clear days' notice | 98,494,323 | 98.74 | 1,256,252 | 1.26 | 99,750,575 | 87.39% | 345 |
14. Approval of the capitalisation issue New Deferred Shares and the associated amendment of the Company's articles of association | 99,745,845 | 100.00 | 4,047 | 0.00 | 99,749,892 | 87.39% | 1,028 |
15.Approval of a capital reduction by way of the cancellation of the New Deferred Shares created pursuant to the authority in Resolution 14 | 99,745,401 | 100.00 | 4,491 | 0.00 | 99,749,892 | 87.39% | 1,028 |
16. Approval of a capital reduction by way of the cancellation of the Company's capital redemption reserve | 99,745,255 | 100.00 | 4,491 | 0.00 | 99,749,746 | 87.39% | 1,174 |
Notes:
* Includes discretionary votes received
** Based on the total issued share capital of the Company as at 6.30pm on 15 May 2023 of 122,687,970 ordinary shares, each carrying one vote, and excluding 8,546,861 ordinary shares held in treasury
*** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes for and against a resolution
A copy of the resolutions passed as Special Business have been submitted to the National Storage Mechanism and will shortly be available for inspection
These resolutions are also available within the Notice of the Annual General Meeting 2023 on the Computacenter investor website at investors.computacenter.com