Softcat : Notice of AGM 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor/attorney, accountant, banker or other appropriate independent professional adviser immediately.

If you have sold or otherwise transferred all of your shares, please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Your attention is drawn to the letter from the Chairman of the Company which is set out on page 2 of this document and which recommends you to vote in favour of the resolutions to be proposed at the Annual General Meeting.

The notice of the Annual General Meeting of the Company to be held at 11.30am (UK time) at Solar House, Fieldhouse Lane, Marlow, Buckinghamshire SL7 1LW, United Kingdom, on Wednesday 13 December 2023 is set out in this document. You will be able to vote by proxy electronically, by logging onto your Purple Trader account on www.purpletrader.com and following the instructions. If you have not done so previously, you will need to register on Purple Trader. To register you will need your Investor Code, which is detailed on your share certificate or available from our Registrar, Link Group. To be valid, your proxy votes must be received no later than 11.30am (UK time) on Monday 11 December 2023. Appointing a proxy will not preclude ordinary shareholders from attending and voting at the Annual General Meeting, should they choose to do so.

Further instructions on appointing a proxy are set out in this document.

CONTENTS

2 Softcat plc Notice of Annual General Meeting 2023

CHAIRMAN'S LETTER

CHAIRMAN'S LETTER CONTINUED

Recommendation

Your Board believes that the resolutions contained in the Notice are in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of all the proposed resolutions, as they intend to do in respect of their own beneficial shareholdings.

The voting results on the resolutions will be announced via the UK Regulatory News Service and published on our website as soon as possible after the Meeting.

On behalf of the Board, I thank you for your continued support. Yours faithfully

Graeme Watt

Non-Executive Chairman

25 October 2023

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING CONTINUED

Resolution 15: That the Directors be generally and unconditionally authorised, in substitution for any existing authority, but without prejudice to the exercise of any such authority prior to the date of the passing of this resolution, pursuant to and in accordance with Section 551 of the Companies Act 2006 (the 'Act'), to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for, or to convert any security into, shares:

1. up to an aggregate nominal amount (within the meaning of Sections 551(3) and (6) of the Act) of £33,259 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such sum); and
2. comprising equity securities (as defined in Section 560 of the Act) up to an aggregate nominal amount (within the meaning of Sections 551(3) and (6) of the Act) of £66,519 (such amount to be reduced by any allotments or grants made under paragraph (a) above) in connection with or pursuant to an offer by way of a rights issue in favour of ordinary shareholders in proportion (as nearly as may be practicable) to the respective number of ordinary shares held by them on the record date for such allotment (and holders of any other class of equity securities entitled to participate therein or, if the Directors consider it necessary, as permitted by the rights of those securities), but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to

deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in, any territory or any other matter whatsoever, provided that this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2024, or at close of business on 31 December 2024 (whichever occurs first) save that the Company may before such expiry make an offer or enter into an agreement which would or might require shares to be allotted, or rights to subscribe for or to convert securities into shares to be granted, after such expiry and the Directors may allot shares or grant such rights in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

Resolution 16: That, subject to the passing of resolution 15 above, but without prejudice to the exercise of any such power prior to the date of the passing of this resolution, the Directors be generally empowered pursuant to Sections 570 and 573 of the Companies Act 2006 (the 'Act') to allot equity securities (within the meaning of Section 560 of the Act) of the Company for cash pursuant to the authority conferred by such resolution 15 and to sell ordinary shares (as defined in Section 560(1) of the Act) held by the Company as treasury shares for cash, as if Section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities for cash and sale of treasury shares:

1. in connection with or pursuant to an offer of, or invitation to acquire, equity securities (but in the case of the authority granted under paragraph (b) of resolution 15, by way of a rights issue only) in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment or sale (and holders of any other class of equity securities entitled to participate therein or, if the Directors consider it necessary, as permitted by the rights of those securities) but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal

with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in, any territory or any other matter whatsoever;

1. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £9,977; and
2. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,
   such authority to expire at the conclusion of the Annual General Meeting of the Company to be held in 2024 or, if earlier, at the close of business on 31 December 2024 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

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EXPLANATORY NOTES TO THE RESOLUTIONS

Resolution 1: Annual financial statements and Directors' Report

Under the Companies Act 2006, the Directors are required to present the annual accounts, Directors' Report and Auditor's Report to the Annual General Meeting ('AGM'). These are contained in the Company's 2023 Annual Report and Accounts for the year ended 31 July 2023 and are available on the Company's website at www.softcat.com/investors/investor-centre/.

Resolution 2: Directors' Remuneration Report

This resolution deals with the remuneration paid to the Directors during the year under review. Ordinary shareholders are invited to vote on the Directors' Remuneration Report, which appears on pages 114 to 134 in the 2023 Annual Report and Accounts. The Directors' Remuneration Report includes an annual statement from the Chair of the Remuneration Committee. In accordance with the Companies Act 2006, this resolution is an advisory vote only and the Directors' entitlement to receive remuneration is not conditional on it. The resolution and vote are a means of providing shareholder feedback to the Board.

Resolution 3: Final dividend

The Board proposes a final dividend of 17.0p per ordinary share for the financial year ended 31 July 2023. If approved, the final dividend will be payable on 19 December 2023 to all ordinary shareholders who are registered as such at the close of business on the record date of 10 November 2023.

Resolution 4: Special dividend

The Board proposes a special dividend of 12.6p per ordinary share. In light of the continued strong performance and cash generation and the robustness of the Company's balance sheet, the Directors consider it appropriate to propose a cash return to ordinary shareholders of approximately £25.1m (in addition to the final dividend proposed under resolution 3), which is structured as a special dividend of 12.6p per ordinary share. The approval of this resolution is not dependent on the approval of resolution 3, nor is the approval of resolution 3 dependent on the approval of this resolution. If approved, the special dividend will be payable on 19 December 2023 to all ordinary shareholders who are registered as such at the close of business on the record date of 10 November 2023.

Resolutions 5-11: Election and re-election of Directors

In accordance with the provisions of the UK Corporate Governance Code and the Company's Articles of Association, all members of the Board wishing to continue their appointments are seeking re-election by the Company's ordinary shareholders. The Directors retiring and seeking re-election are Graeme Watt, Graham Charlton, Vin Murria, Robyn Perriss and Lynne Weedall. Katy Mecklenburgh and Mayank Prakash were appointed by the Board since the last AGM and shall therefore retire and seek election by the Company's ordinary shareholders at the 2023 AGM.

The biographical details of all the Directors seeking re-election at the AGM are set out on pages 13 and 14 of this Notice.

Following recommendation from the Nomination Committee, the Chairman is satisfied that each of the Directors standing for re-election continues to be effective and demonstrates a commitment to the role and that each of the Directors continues to be able to dedicate sufficient time to their duties. The Directors believe that the Board continues to include an appropriate balance of skills and experience and provides effective leadership for the Company. The Board has a variety of skills which include significant financial and commercial experience, extensive knowledge of the information technology industry and listed company experience. The Board therefore recommends the election or re-election of all Directors.

Resolutions 8 to 11 (inclusive) relate to the re-election of Vin Murria, Robyn Perriss and Lynne Weedall, and election of Mayank Prakash, who are the Directors that the Board has determined are Independent Non-Executive Directors for the purposes of the UK Corporate Governance Code (the 'Independent Non-Executive Directors').

Under the Listing Rules, Peter Kelly is a controlling shareholder of the Company. A controlling shareholder means any person who exercises or controls on their own or together with any person with whom they are acting in concert 30% or more of the votes able to be cast on all or substantially all matters at general meetings of the Company. The Listing Rules require that the election or re-election of any Independent Non-Executive Director by shareholders must be approved by a majority vote of not only all ordinary shareholders of the Company but also of the independent shareholders of the Company (that is, the ordinary shareholders of the Company entitled to vote on the election of Directors who are not controlling shareholders of the Company).

Resolutions 8 to 11 (inclusive) are being proposed as ordinary resolutions which all ordinary shareholders may vote on in the usual way. However, in addition, the Company will separately count the number of votes cast by independent shareholders in favour of each of the resolutions (as a proportion of the total votes cast by independent shareholders). The Company, when announcing the results of the AGM in respect of resolutions 8 to 11 (inclusive), will announce the results of both the vote of all ordinary shareholders of the Company and also the vote of the independent shareholders of the Company.

Under the Listing Rules, if a resolution to elect or re-elect an Independent Non-Executive Director is not approved by a majority vote of both the ordinary shareholders as a whole and the independent shareholders of the Company at the AGM, a further resolution may be put forward to be approved by the ordinary shareholders as a whole at a meeting which must be held more than 90 days after, but within 120 days of, the meeting when the first vote was held.

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EXPLANATORY NOTES TO THE RESOLUTIONS CONTINUED

Resolution 15: Authority to allot ordinary shares continued

The Board has no present intention of exercising these authorities other than in relation to the Company's employee share schemes, but the Board believes it is in the best interests of the Company to have these authorities so that the Board can allot securities at short notice and without the need to hold a general meeting of the Company if the need arises. However, if they do exercise these authorities, the Directors intend to take note of relevant corporate governance guidelines on the use of such powers.

The authorities sought in paragraphs (a) and (b) of resolution 15 are without prejudice to previous allotments made under such existing authorities.

The authorities will only be valid until the conclusion of the AGM of the Company in 2024 or on 31 December 2024, whichever occurs first.

Resolution 16: Authority to disapply pre-emption rights

The purpose of this resolution 16 is to give the Directors the power to allot equity securities or sell treasury shares for cash otherwise than to existing shareholders pro rata to their holdings. The power granted at the AGM of the Company held on 13 December 2022 is due to expire at this year's AGM. Accordingly, this resolution will be proposed as a special resolution to grant such a power. The authority sought under this resolution is in line with the latest institutional shareholder guidelines, including the revised Statement of Principles published by the Pre-Emption Group in November 2022 (the '2022 Statement of Principles').

In respect of part (b) of this resolution, the power will be limited to the allotment of equity securities and sales of treasury shares for cash up to an aggregate nominal value of £9,977 (being no more than 10% of the Company's issued ordinary share capital as at 24 October 2023, the latest practicable date prior to publication of this Notice). Part (c) seeks additional authority for the purposes of making a follow-on offer to existing shareholders (under part (b) of the resolution) and as described in the 2022 Statement of Principles, up to an additional aggregate amount equal to 20% of any allotment under part (b) of the resolution. The maximum additional nominal amount that could be issued under part (c) of the resolution (based on the authority under part (b) being used in full) is £1,996 (representing no more than 2% of the issued share capital of the Company as at 24 October 2023). If given, this power will expire at the conclusion of the AGM of the Company to be held in 2024 or on 31 December 2024, whichever occurs first.

The Directors believe this resolution should be proposed as they consider it prudent to maintain the flexibility that it provides. The Directors do not currently intend to make use of the power and anticipate only making use of it where the specific circumstances of the Company require. The Board will have full regard to the 2022 Statement of Principles in relation to any exercise of this power.

Resolution 17: Additional authority to disapply pre-emption rights for purposes of acquisitions or capital investments

The purpose of this resolution 17 is to seek a further power from shareholders to allot equity securities or sell treasury shares for cash otherwise than to existing shareholders pro rata to their holdings to reflect the 2022 Statement of Principles.

Accordingly, resolution 17 will be proposed as a special resolution to grant such a power.

In respect of part (a) of this resolution, the power will be limited to the allotment of equity securities and sales of treasury shares for cash up to an aggregate nominal value of £9,977 (being no more than 10% of the Company's issued ordinary share capital as at 24 October 2023, the latest practicable date prior to publication of this Notice). The authority will be used only in connection with an acquisition or other capital investment of a kind contemplated by the 2022 Statement of Principles. Part (b) seeks additional authority for the purposes of making a follow-on offer to existing shareholders (under part (a) of the resolution) and as described in the 2022 Statement of Principles, up to an additional aggregate amount equal to 20% of any allotment under part (a) of the resolution. The maximum additional nominal amount that could be issued under part (b) of the resolution (based on the authority under part (a) being used in full) is £1,996 (representing no more than 2% of the issued share capital of the Company as at 24 October 2023). If given, this power will expire at the conclusion of the AGM of the Company to be held in 2024 or on 31 December 2024, whichever occurs first.

The Directors will have full regard to the 2022 Statement of Principles in relation to any exercise of this power and in particular they confirm that they intend to use this power only in connection with the financing (or refinancing, if the authority is to be used within twelve months after the original transaction) of an acquisition or a specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding twelve-month period and is disclosed in the announcement of the issue (with a further authority for no more than 2% to be used only for the purposes of making a follow-on offer of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles).

The Directors have no present intention of exercising these powers but believe that this resolution will assist them in taking advantage of business opportunities as they arise. It is the Directors' intention to seek to renew this authority annually in accordance with the latest investor guidelines.

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