22 March 2022

Softcat plc

Appointment of Non-Executive Director

Softcat plc ("Softcat" or the "Company"), a leading UK provider of IT infrastructure technology and services, is pleased to announce the appointment of Lynne Weedall as an independent non-executive Director of the Company.

Lynne brings significant experience to add to the Board of Softcat through a number of prior senior positions in Human Resources. Previous senior executive positions include Group People & Culture Director of Selfridges Group, and Group Human Resources & Strategy Director of Carphone Warehouse.

Since leaving Selfridges, Lynne has taken on non-executive director roles at Dr. Martens plc, Stagecoach Group plc and Treatt plc.  She is chair of the remuneration committee at Dr. Martens plc and Stagecoach Group plc and the senior independent director at Dr. Martens plc and Treatt plc.  Previous non-executive roles include William Hill plc and Greene King plc.

It is intended that Lynne's appointment will become effective from 3 May 2022. She will serve as Chair of the Board's Remuneration Committee, taking over from Karen Slatford who will continue as senior independent Director and Chair of the Nomination Committee.

Commenting on the appointment, Martin Hellawell, non-executive Chairman of Softcat said:

"The Board has previously discussed the potential benefits of adding a further non-executive Director, if that person would add further significant value to the Board's effectiveness, skillset and expertise and would be a good fit. Lynne certainly meets all these requirements as well as rebalancing the workload of some of our other non-executive Directors.  I am delighted that she has agreed to join our Board.

Her insights from her executive career together with the significant experience gained on the boards of listed companies will further strengthen our Board. All of us at Softcat look forward to working with her and taking advantage of her insights as we push ahead with our proven strategy for growth.

I would like to thank Karen Slatford for chairing the Remuneration Committee so professionally and effectively since her appointment in 2019 and look forward to continuing to work closely with her in her Board roles at Softcat."

Other information

The following details are required to be disclosed under 9.6.13R of the Listing Rules of the Financial Conduct Authority in respect of other directorships held by Lynne Weedall in a publicly quoted company at any time in the previous five years:

·      11 January 2021 - current. Dr. Martens plc: senior independent Director and Chair, Remuneration Committee.

·      1 August 2020 - current. Stagecoach Group plc: Non-executive Director and Chair, Remuneration Committee.

·      6 April 2019 - current. Treatt plc: Senior Independent Director and Chair, Nominations Committee.

·      1 July 2019 - 22 April 2021. William Hill plc: Non-executive Director & Chair, Remuneration Committee.

·      11 October 2012 - 30 October 2019. Greene King plc: Non-executive Director and Chair, Remuneration Committee.

Governance considerations and consequent Board composition

The Nomination Committee of Softcat worked with an external search firm on this appointment. The search firm provided a list of highly experienced candidates for the role, which included Lynne Weedall and each candidate was reviewed or interviewed by the Committee. Lynne stood out as the best candidate to further enhance the Board.

Since January 2021, Lynne and Softcat non-executive Director Robyn Perriss have both served as independent non-executive Directors of Dr. Martens plc, a UK listed company. However, they are not involved in executive duties for Dr. Martens plc and each have a similar obligation to be independent for Dr. Martens plc as they do for Softcat. Consequently, the Board of Softcat does not consider that their position as independent non-executive Directors of the Company are adversely impacted by their roles on the board of Dr. Martens plc. The Board of Softcat is satisfied that they are both to be regarded as independent under the 2018 UK Corporate Governance Code.

Following Lynne Weedall's appointment, the composition of the Board will be:

Non-executive Directors:

·      Martin Hellawell - Chair

·      Karen Slatford - Chair of the Nomination Committee and senior independent Director

·      Lynne Weedall - Chair of the Remuneration Committee

·      Robyn Perriss - Chair of the Audit Committee

·      Vin Murria - Designated Director for Workforce Engagement

Executive Directors:

·      Graeme Watt - CEO

·      Graham Charlton - CFO