Tclarke Regulatory News (CTO)

Resolution

Votes

For

Votes For

%

Votes Against

Votes Against %

Votes

Withheld

1

To approve the audited financial statements for the year ended 31 December 2016 together with the Directors' and Auditors' reports

11,297,574

99.96

4,856

0.04

11,150

2

To approve the Directors' Remuneration Policy

11,224,216

99.55

50,564

0.45

38,800

3

To approve the Directors' Remuneration Report

11,230,066

99.60

44,807

0.40

38,707

4

To approve amendments to the rules of the TClarke plc Equity Incentive Plan

11,235,989

99.55

51,263

0.45

26,328

5

To approve the final dividend

11,313,124

99.99

456

0.01

0

6

To re-elect Mr I. McCusker as a Non-Executive Director

11,304,806

99.93

8,456

0.07

318

7

To re-elect Mr M.C. Crowder as a Director

11,301,656

99.99

456

0.01

11,468

8

To re-appoint PricewaterhouseCoopers LLP as auditor

11,243,620

99.55

50,353

0.45

19,607

9

To authorise the Directors to fix the auditors' remuneration

11,267,647

99.62

42,933

0.38

3,000

10

To authorise the Directors to allot securities in accordance with Section 551 of the Companies Act 2006

11,205,623

99.60

44,657

0.40

63,300

11

To approve the Dis-application of pre-emption rights pursuant to Section 570 of the Companies Act 2006*

11,217,509

99.71

32,453

0.29

63,618

12

To approve the Dis-application of pre-emption rights pursuant to Section 570 of the Companies Act 2006 only in specific circumstances*

11,188,209

99.44

63,453

0.56

61,918

13

To authorise TClarke plc to make market purchases of its own ordinary shares*

11,228,318

99.33

75,262

0.67

10,000

14

To approve the Notice of General Meetings at 14 days' notice*

11,204,760

99.06

106,610

0.94

2,210

Notes:

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

2. Any proxy appointments which gave discretion to the Chairman have been included in the 'for' total.

3. As at the date of the AGM the Company's issued share capital comprised 41,829,577 ordinary shares of 10p each, which was the total number of shares entitling the holders to attend and vote at the AGM. Each ordinary share carries the right to one vote at a general meeting of the Company.

4. A 'vote withheld' is not a vote in law and is not counted in the calculation of the proportion of the votes for or against a resolution.