S O F T C A T P L C

(incorporated and registered in England and Wales under number 02174990)

N O T I C E O F A N N U A L G E N E R A L M E E T I N G 2 0 2 2

Solar House, Fieldhouse Lane, Marlow, Buckinghamshire SL7 1LW, United Kingdom

Tuesday 13 December 2022 at 11.30am (UK time)

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 Chair of the Company which is set out on page 3 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 Tuesday 13 December 2022 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 Friday 9 December 2022. 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.

Notice of Annual General Meeting 2022 Softcat plc

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N OT I C E O F A N N UA L G E N E R A L M E E T I N G 2022

C O N T E N T S

Chair's letter

3

Notice of Annual General Meeting

5

Explanatory notes to the resolutions

8

Biographies of Directors

13

Director assessment

14

Additional notes

16

Additional information for shareholders in relation to the Annual General Meeting

19

2 Softcat plc Notice of Annual General Meeting 2022

C H A I R ' S L E T T E R

Solar House

Fieldhouse Lane

Marlow, Buckinghamshire

SL7 1LW

To the ordinary shareholders

Dear shareholder

ANNUAL GENERAL MEETING: 13 December 2022

I am pleased to be writing to you with the details of the 2022 Annual General Meeting (the 'Meeting') of Softcat plc (the 'Company'). The Meeting will be held at our head office at Solar House, Fieldhouse Lane, Marlow, Buckinghamshire SL7 1LW, United Kingdom, on Tuesday 13 December 2022 at 11.30am (UK time).

Resolutions and explanatory notes

The formal notice convening the Meeting (the 'Notice') is set out on pages 5 to 7 of this document. Explanatory notes to each of the resolutions to be proposed at the Meeting can be found on pages 8 to 12.

There will be an opportunity for you to raise questions at the Meeting about the resolutions set out in the Notice and about the business of the Company.

In accordance with the UK Corporate Governance Code (the 'Code'), all of the Directors of the Company will stand for election or re-election. Biographies for all of the Directors are provided on pages 13 and 14, and a summary of the externally facilitated Board effectiveness evaluation that took place during the year is on pages 14 and 15. The Board considers that the contribution and skills of each of the Directors are, and continue to be, important to the long-term sustainable success of the Company.

Attendance and voting in person or by proxy

All resolutions for consideration at the Meeting will be voted on by way of a poll, rather than a show of hands. This means that ordinary shareholders will have one vote for each ordinary share held. The Company believes that this will result in a more accurate reflection of the views of ordinary shareholders by ensuring that every vote is recognised, including the votes of ordinary shareholders who are unable to attend the Meeting, but who have appointed a proxy for the Meeting.

If you are entitled, but are unable, to attend and vote at the Meeting, you may appoint a proxy to vote on your behalf. Please read the section 'Additional notes' on pages 16 and 18 of this Notice for actions required by ordinary shareholders to appoint a proxy. Shareholders are encouraged to appoint their proxies online and/or to act promptly in response to this letter, in case of any postal delays in paper proxies being received by the Company. If you are in any doubt as to the action you should take, please consult your stockbroker, solicitor/attorney, accountant, banker or other appropriate independent professional adviser, immediately.

In addition to the opportunity to raise questions at the Meeting, the Company will continue to welcome questions from shareholders on the business of the Meeting, or any other matters relating to the Company, by email. Questions should be submitted to the Company Secretary at cosec@softcat.com by 11.30am on 12 December 2022 or by letter addressed to the Company Secretary at the Company's registered office. The email or letter should include: the shareholder's full name, number of shares held, email address and telephone contact details. Responses will be given either by telephone, email, or letter, and a summary of questions asked, and responses given, will be included in the Investor section of the Company's website.

Further information

Further information relating to the Company and its financial information can be found in the Company's Annual Report and Accounts for the year ended 31 July 2022, which was circulated at the same time as this Notice and is also available on our Company website at www. softcat.com/investors/investor-centre/. The Company's website contains a variety of other information, including previous Annual Reports, Company announcements, investor presentations and share price data, as well as information regarding the Company's corporate governance practices.

Notice of Annual General Meeting 2022 Softcat plc

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N OT I C E O F A N N UA L G E N E R A L M E E T I N G 2022

C H A I R ' S L E T T E R C O N T I N U E D

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

Martin Hellawell

Non-Executive Chair

27 October 2022

4 Softcat plc Notice of Annual General Meeting 2022

N OT I C E O F A N N UA L G E N E R A L M E E T I N G

Notice is hereby given that the 2022 Annual General Meeting (the 'Meeting') of Softcat plc (the 'Company') will be held at Solar House, Fieldhouse Lane, Marlow, Buckinghamshire SL7 1LW, United Kingdom, on Tuesday 13 December 2022 at 11.30am (UK time).

You will be asked to consider and, if thought fit, pass the resolutions below. Resolutions 1 to 16 inclusive will be proposed as ordinary resolutions and resolutions 17 to 20 inclusive will be proposed as special resolutions.

Resolutions

Resolution 1: To receive the Company's annual accounts for the financial year ended 31 July 2022 together with the Directors' Report and the Auditor's Report on those accounts.

Resolution 2: To approve the Directors' Remuneration Report set out on pages 98 to 112 inclusive of the Company's Annual Report and Accounts for the financial year ended 31 July 2022.

Resolution 3: To approve the Directors' Remuneration Policy set out on pages 113 to 127 inclusive of the Company's Annual Report and Accounts for the financial year ended 31 July 2022.

Resolution 4: To declare a final dividend for the financial year ended 31 July 2022 of 16.6p per ordinary share payable to the Company's ordinary shareholders who are registered as such at the close of business on the record date of 11 November 2022.

Resolution 5: To declare a special dividend of 12.6p per ordinary share payable to the Company's ordinary shareholders who are registered as such at the close of business on the record date of 11 November 2022.

Resolution 6: To re-elect Graeme Watt as a Director of the Company.

Resolution 7: To re-elect Martin Hellawell as a Director of the Company.

Resolution 8: To re-elect Graham Charlton as a Director of the Company.

Resolution 9: To re-elect Vin Murria OBE as a Director of the Company.

Resolution 10: To re-elect Robyn Perriss as a Director of the Company.

Resolution 11: To re-elect Karen Slatford as a Director of the Company.

Resolution 12: To elect Lynne Weedall as a Director of the Company.

Resolution 13: To authorise the Audit Committee of the Company to reappoint Ernst & Young LLP as auditor of the Company, to hold office from the conclusion of this Meeting until the conclusion of the next Annual General Meeting of the Company at which accounts are laid.

Resolution 14: To authorise the Audit Committee of the Company (for and on behalf of the Board) to determine the remuneration of the auditor of the Company.

Resolution 15: That, in accordance with Sections 366 and 367 of the Companies Act 2006 (the 'Act'), the Company, and all companies that are its subsidiaries at any time during the period for which this resolution has effect, are authorised to:

  1. make political donations to political parties or to independent election candidates not exceeding £50,000 in total;
  2. make political donations to political organisations (other than political parties) not exceeding £50,000 in total; and
  3. incur any political expenditure not exceeding £50,000 in total,

provided that the aggregate amount of such donations and expenditure shall not exceed £100,000 during the period beginning with the date of the passing of this resolution and expiring at the conclusion of the next Annual General Meeting of the Company.

For the purpose of this resolution, 'political donation', 'political party', 'political organisation', 'independent election candidate' and 'political expenditure' are to be construed in accordance with Sections 363, 364 and 365 of the Act.

Notice of Annual General Meeting 2022 Softcat plc

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Softcat plc published this content on 03 November 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 November 2022 11:17:35 UTC.