Result of AGM
Carclo plc announced the results of its Annual General Meeting held on September 26, 2025, where all proposed resolutions from the August 28, 2025 notice were passed. Resolution 1, to receive the audited accounts for the year ended March 31, 2025, received 24,081,466 votes for and 20,012 votes against. The vote to approve the Directors' remuneration report received 23,271,318 votes for and 48,489 votes against. Shareholders voted 23,228,118 for and 853,983 against the approval of the Directors' remuneration policy. The total number of shares in issue and eligible to vote at the meeting was 73,419,193 ordinary shares, with 32.83% of issued share capital voted on several resolutions.
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The Company announces that at its Annual General Meeting ("AGM") was held earlier today, all of the resolutions proposed in the Notice of General Meeting dated 28 August 2025 were duly passed by shareholders by means of a poll vote.
The results of the poll on each resolution are set out below.
| Resolution | For (including discretionary votes) | Against | Total votes cast (excluding votes withheld) | % of issued share capital voted (excluding votes withheld) | Votes Withheld | |||
|---|---|---|---|---|---|---|---|---|
| Number of votes | % of votes cast | Number of votes | % of votes cast | |||||
| 1. | To receive the audited accounts and the auditors' and Directors' reports for the year ended 31 March 2025 | 24,081,466 | 99.92% | 20,012 | 0.08% | 24,101,478 | 32.83 | 9,040 |
| 2. | To approve the Directors' remuneration report (excluding the remuneration policy) for the year ended 31 March 2025 | 23,271,318 | 99.79% | 48,489 | 0.21% | 23,319,807 | 31.76 | 790,711 |
| 3. | To approve the Directors' remuneration policy | 23,228,118 | 96.45% | 853,983 | 3.55% | 24,082,101 | 32.80 | 28,417 |
| 4. | To approve the rules of the Deferred Bonus Plan | 24,007,541 | 99.69% | 74,192 | 0.31% | 24,081,733 | 32.80 | 28,785 |
| 5. | To re-elect Joe Oatley as a Director | 24,051,989 | 99.80% | 48,989 | 0.20% | 24,100,978 | 32.83 | 9,540 |
| 6. | To re-elect Frank Doorenbosch as a Director | 24,051,989 | 99.80% | 48,989 | 0.20% | 24,100,978 | 32.83 | 9,540 |
| 7. | To re-elect Rachel Amey as a Director | 24,053,303 | 99.80% | 47,675 | 0.20% | 24,100,978 | 32.83 | 9,540 |
| 8. | To re-elect Natalia Kozmina as a Director | 23,272,809 | 96.56% | 828,169 | 3.44% | 24,100,978 | 32.83 | 9,540 |
| 9. | To elect Ian Tichias as a Director | 24,052,209 | 99.80% | 48,769 | 0.20% | 24,100,978 | 32.83 | 9,540 |
| 10. | To appoint HaysMac LLP as Auditor | 24,037,239 | 99.75% | 61,039 | 0.25% | 24,098,278 | 32.82 | 12,240 |
| 11. | To authorise the Audit & Risk Committee of the Board of Directors to determine the Auditors' remuneration | 24,066,925 | 99.86% | 34,553 | 0.14% | 24,101,478 | 32.83 | 9,040 |
| 12. | To authorise the Directors to allot shares up to the specified limit | 24,040,684 | 99.75% | 59,294 | 0.25% | 24,099,978 | 32.83 | 10,540 |
| 13. | To empower the Directors to issue shares for cash free from statutory pre-emption rights up to the specified limit | 23,834,223 | 98.91% | 261,755 | 1.09% | 24,095,978 | 32.82 | 14,540 |
| 14. | To authorise the Company to purchase its own shares up to the specified limit | 24,039,996 | 99.75% | 60,982 | 0.25% | 24,100,978 | 32.83 | 9,540 |
| 15. | To authorise the calling of any general meeting (other than an annual general meeting) by not less than 14 clear days' notice | 24,036,442 | 99.73% | 65,036 | 0.27% | 24,101,478 | 32.83 | 9,040 |
Notes:
- The number of shares in issue and eligible to vote at the meeting was 73,419,193 ordinary shares. Each shareholder, present in person or by proxy, was entitled to one vote per share held.
- A vote withheld is not a vote in law and is not counted in the calculation of votes for or against the resolutions.
- Any proxy appointments which gave discretion to the Chair have been included in the votes for the resolution.
- In accordance with UK Listing Rule 6.4.2, copies of all resolutions passed other than resolutions concerning ordinary business have been submitted to the Financial Conduct Authority via the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
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