TIDMCTO
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 % Votes % Total Votes withheld
for against votes
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
GBP10,000 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 % Votes % Total Votes withheld
for against Votes
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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END
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