Result of AGM and Board Appointment
Software Circle PLC held its annual general meeting where all resolutions were passed with overwhelming support, including the re-election of directors and the re-appointment of auditors. Notably, the company announced the appointment of Günter Frank Fischer as a Non-Executive Director, who holds a significant 27.15% stake in the company through his family investment vehicle. The company also provided an update on its capital reduction process, with court hearings scheduled for September and October 2026, and expects the share premium account cancellation to be effective around October 9, 2026.
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Software Circle (AIM: SFT) announces that, at its annual general meeting held earlier today, the following resolutions were duly passed on a show of hands with the table below summarising the proxy votes appointing the Chairman:
| RESOLUTIONS | NO OF VOTES FOR | % OF VOTES CAST (EXCLUDING VOTES WITHHELD)* | NO OF VOTES AGAINST | % OF VOTES CAST (EXCLUDING VOTES WITHHELD) | TOTAL VOTES CAST (EXCLUDING VOTES WITHHELD)* | NO OF VOTES WITHHELD |
|---|---|---|---|---|---|---|
| 1) To receive the Report and Accounts of the Company for the year to 31 March 2026 | 279,305,690 | 100.00% | 0 | 0.00% | 279,305,690 | 64 |
| 2) To approve the Remuneration policy and report for the period up to 31 March 2026 on an advisory only basis | 275,249,424 | 98.55% | 4,055,061 | 1.45% | 279,304,485 | 1,269 |
| 3) To re-elect Matthias Siegfried Riechert as a Director of the Company | 276,019,291 | 98.82% | 3,286,428 | 1.18% | 279,305,719 | 35 |
| 4) To re-elect Simon Gregory Barrell as a Director of the Company | 279,305,719 | 100.00% | 0 | 0.00% | 279,305,719 | 35 |
| 5) To elect Bradley Leonard Ormsby as a Director of the Company | 276,019,291 | 100.00% | 0 | 0.00% | 276,019,291 | 3,286,463 |
| 6) To elect Marc Kay Maurer as a Director of the Company | 27 9 ,305, 719 | 100.00% | 0 | 0.00% | 279,305,719 | 35 |
| 7) To re-elect Gavin Graham Cockerill as a Director of the Company | 279,305, 719 | 100.00% | 0 | 0.00% | 279,305,719 | 35 |
| 8) To re-elect Iain Stewart Brown as a Director of the Company | 279,305, 719 | 100.00% | 0 | 0.00% | 279,305,719 | 35 |
| 9) To re-elect Richard Alan Lightfoot as a Director of the Company | 279,305, 719 | 100.00% | 0 | 0.00% | 279,305,719 | 35 |
| 10) To re-appoint RSM UK Audit LLP as auditors of the Company | 279,305, 719 | 100.00% | 0 | 0.00% | 279,305,719 | 35 |
| 11) To authorise the directors to replace the existing authority to allot shares in the Company in connection with s 551 of the Companies Act 2006 | 279,255, 700 | 99.99998% | 54 | 0.00002% | 279,255,754 | 50,000 |
| 12) To authorise the directors to allot Relevant Securities as if s 561 of the Companies Act 2006 did not apply | 275,835,448 | 98.78% | 3,420,306 | 1.22% | 279,255,754 | 50,000 |
| 13) To authorise the Company to make market purchases of ordinary shares in the Company | 279,305, 719 | 99.99999% | 35 | 0.00001% | 279,305,754 | 0 |
| 14) To approve the reduction in the share premium account ("Capital Reduction"). | 279,305, 481 | 99.99998% | 54 | 0.00002% | 279,305,535 | 219 |
Votes which have been cast at the discretion of the Chairman have been counted as votes for the resolutions. Votes withheld are not votes in law and do not count in the number of votes counted for or against a resolution.
* Unless otherwise stated, the percentage of votes cast has been rounded to two decimal places.
As outlined in the circular issued to shareholders on 7 August 2026, an application will be made to the High Court seeking its approval of the Capital Reduction. The Company expects the initial directions hearing to be held on 17 September 2026 and the hearing to confirm the share premium cancellation to be held on 6 October 2026.
The cancellation of the share premium account becomes effective on the date on which the Court Order confirming the Capital Reduction (and certain accompanying documents) are registered by Companies House, which is expected to be on or around 9 October 2026.
Further announcements will be issued by the Company at the appropriate points in the process.
The full text of the resolutions can be found in the Notice of Annual General Meeting which is available on the Company's website at https://www.softwarecircle.com/reports-downloads/.
Board Appointment
As set out in the Company's announcement earlier today Günter Frank Fischer (commonly known as Frank Fischer) was appointed as a Non-Executive Director after the annual general meeting.
The following information is disclosed pursuant to Rule 17 and Schedule 2(g) of the AIM Rules for Companies.
Frank, aged 62, is currently a director or has been a director within the past five years, of the following companies:
Current directorships and/or partnerships
- ForkOn GmbH1
- Intershop Communications AG1
- Shareholder Value Management AG
- Stiftung Starke Lunge2
- Value Focus Beteiligungs GmbH
Past directorships and/or partnerships
Shareholder Value Beteiligungen AG
1 Supervisory Board member: The Supervisory Board is a non-executive oversight body found in the two-tier board structure used by German companies, distinct from the Management Board, which is responsible for day-to-day executive management.
2 Charitable foundation.
Mr Fischer holds an interest in 105,910,910 shares in the Company (27.15% of issued share capital) via Value Focus Beteiligungs GmbH, his family investment vehicle.
There is no further information in relation to Mr Fischer required to be disclosed under Schedule 2(g) of the AIM Rules for Companies.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.