1 May 2024
Alfa Financial Software
Holdings PLC
Result of the 2024
AGM
Alfa Financial Software Holdings PLC
(the "Company" or "Alfa") announces the results of voting on its
resolutions at its Annual General Meeting, which was held on 1 May
2024.
All resolutions, as set out in the
Notice of Meeting, were voted by way of a poll and were
passed.
The votes cast for resolutions 5, 6,
7 and 11 relating to the election of the independent Directors were
duly passed by both a majority of the votes cast by the independent
shareholders as well as by a majority of votes cast by all
shareholders. These votes have been calculated separately and are
shown below.
|
|
For
|
Against
|
Total votes
cast
|
Vote
withheld
|
|
Resolution
|
No. of
votes
|
% of votes
cast
|
No. of
votes
|
% of votes
cast
|
No. of
votes
|
No. of
votes
|
|
1. To receive and adopt the
Annual Report including the audited financial statements for the
year ending 31 December 2023
|
279,792,144
|
100
|
1,476
|
0.00
|
279,793,620
|
18,097
|
|
2. To approve the Directors'
Remuneration Policy
|
279,750,241
|
99.98
|
61,476
|
0.02
|
279,811,717
|
0
|
|
3. To approve the Directors'
Remuneration Report
|
279,750,241
|
99.98
|
61,476
|
0.02
|
279,811,717
|
0
|
|
4. To declare a final dividend of
1.3 pence per ordinary share
|
279,810,241
|
100
|
1,476
|
0.00
|
279,811,717
|
0
|
|
5. To re-elect Steve Breach as a
Director
|
All
|
278,866,493
|
99.66
|
945,224
|
0.34
|
279,811,717
|
0
|
|
Independent
|
102,960,844
|
99.09
|
945,224
|
0.91
|
103,906,068
|
0
|
|
6. To re-elect Adrian Chamberlain as
a Director
|
All
|
278,866,493
|
99.66
|
945,224
|
0.34
|
279,811,717
|
0
|
|
Independent
|
102,960,844
|
99.09
|
945,224
|
0.91
|
103,906,068
|
0
|
|
7. To re-elect Charlotte de Metz as
a Director
|
All
|
278,862,902
|
99.66
|
948,815
|
0.34
|
279,811,717
|
0
|
|
Independent
|
102,957,253
|
99.09
|
948,815
|
0.91
|
103,906,068
|
0
|
|
8. To re-elect Andrew Denton as a
Director
|
279,594,581
|
99.92
|
217,136
|
0.08
|
279,811,717
|
0
|
|
9. To re-elect Duncan Magrath
as a Director
|
279,582,533
|
99.92
|
229,184
|
0.08
|
279,811,717
|
0
|
|
10. To re-elect Andrew Page as a
Director
|
276,444,920
|
98.80
|
3,366,797
|
1.20
|
279,811,717
|
0
|
|
11. To re-elect Chris Sullivan as a
Director
|
All
|
248,569,526
|
90.54
|
25,966,362
|
9.46
|
274,535,888
|
5,275,829
|
|
Independent
|
72,663,877
|
73.67
|
25,966,362
|
26.33
|
98,630,239
|
5,275,829
|
|
12. To re-elect Matthew White
as a Director
|
279,590,850
|
99.92
|
220,867
|
0.08
|
279,811,717
|
0
|
|
13. To re-appoint RSM UK Audit LLP
as auditor of the Company
|
279,810,241
|
100.00
|
1,476
|
0.00
|
279,811,717
|
0
|
|
14. To authorise the Audit and
Risk Committee to determine the auditor's remuneration
|
279,810,241
|
100.00
|
1,476
|
0.00
|
279,811,717
|
0
|
|
15. To authorise the Company to make
political donations
|
278,915,509
|
99.68
|
896,208
|
0.32
|
279,811,717
|
0
|
|
16. To authorise the Directors to
allot ordinary shares
|
279,507,531
|
99.89
|
303,336
|
0.11
|
279,810,867
|
850
|
|
17. Authority to disapply statutory
pre-emption rights
|
278,944,672
|
99.69
|
860,079
|
0.31
|
279,804,751
|
6,966
|
|
18. Additional authority
to disapply statutory pre-emption rights
|
278,944,672
|
99.69
|
860,079
|
0.31
|
279,804,751
|
6,966
|
|
19. To authorise the Company to
purchase its own shares
|
277,781,520
|
99.30
|
1,965,112
|
0.70
|
279,746,632
|
65,085
|
|
20. Authority to call a general
meeting (other than an AGM) on not less than 14 clear days'
notice
|
278,510,985
|
99.54
|
1,300,732
|
0.46
|
279,811,717
|
0
|
The Board notes that resolution 11
(re-election of Chris Sullivan) was passed by 90.54% of the total
votes cast, but with less than 80% of Independent Shareholders
voting in favour. The Board will consult with independent
shareholders who did not vote in favour to understand any
concerns.
Notes:
1. Any proxy
arrangement which gave discretion to the Chairman has been included
in the "for" totals.
2. A "Vote
withheld" is not a vote in law and is not counted in the
calculation of the percentage of shares voted "For" or "Against"
any resolution.
3. The number of
shares in issue at close of business on 30 April 2024 was
300,000,000 (the "Share Capital"). On this date as at close of
business, the Company holds 4,775,119 shares in treasury.
Therefore, the total number of ordinary shares with voting rights
was 295,224,881.
A copy of the resolutions passed at
the AGM concerning items other than ordinary business will be
submitted to the National Storage Mechanism and be available
shortly for inspection.
For further
information:
|
Alfa Financial Software Holdings PLC
Charlotte Caulfield, Company
Secretary
|
+44 (0)20
7588 1800
|
|
LEI
Number: 213800C5UOZHUTNUGA28
|
|
Notes to Editors
Alfa has been delivering software
systems and services to the global asset and automotive finance
industry since 1990. Our agile methodologies and specialised
knowledge of asset and automotive finance enables the delivery of
large software implementations and highly complex business change
projects. With an excellent delivery track record now into
its fourth decade, Alfa's experience and performance is unrivalled
in the industry.
Alfa Systems, our class-leading
technology platform, is at the heart of some of the world's largest
asset and automotive finance companies. Alfa Systems supports both
retail and corporate business for auto, equipment, wholesale and
dealer finance on a multijurisdictional basis, including
leases/loans, originations and servicing. A cloud-native,
end-to-end solution with integrated workflow and automated
processing using business rules, Alfa Systems provides compelling
solutions to asset finance companies.
Alfa Systems is currently live in 37
countries. Alfa has offices in Europe, Australasia and North
America. For more information,
visit www.alfasystems.com.