Result of AGM

Resolution

Votes

For

Votes For

%

Votes Against

Votes Against %

Votes

Witheld

1

To approve the audited financial statements for the year ended 31 December 2015 together with the Directors' and Auditors' reports

15,116,884

99.73

41,500

0.27

22,450

2

To approve the Directors' Remuneration Report

15,014,721

99.13

131,091

0.87

35,022

3

To approve the final dividend

15,129,034

99.82

27,000

0.18

24,800

4

To re-elect Mrs B.A. Stewart as a Non-Executive Director

10,580,728

70.00

4,535,376

30.00

64,730

5

To re-elect Mr M. Lawrence as a Director

15,069,449

99.40

91,267

0.60

20,118

6

To re-elect Mr M. Walton as a Director

15,114,449

99.69

46,267

0.31

20,118

7

To elect Mr M. Robson as a Non-Executive Director

15,066,499

99.44

84,217

0.56

30,118

8

To re-appoint PricewaterhouseCoopers LLP as auditors

15,110,185

99.66

50,849

0.34

19,800

9

To authorise the Directors to fix the auditors' remuneration

15,110,753

99.69

46,281

0.31

23,800

10

To remove the restriction on the authorised share capital of the Company

14,992,792

99.17

125,327

0.83

62,715

11

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

15,042,406

99.49

77,413

0.51

61,015

12

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

15,002,606

99.44

84,413

0.56

93,815

13

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

14,999,312

98.95

159,722

1.05

21,800

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.