12 July 2022

Softcat plc

2023 Board Succession Planning

The Board of Softcat plc ("Softcat", or the "Company"), a leading UK provider of IT infrastructure technology and services, is pleased to outline a series of steps it intends to take to ensure continued, effective leadership of the Company and orderly succession over the medium term. Whilst none of these steps take effect until 2023, the Board is sharing details of its plans in order to provide full transparency to shareholders.

2023 Planned Succession Steps

With effect from 1 August 2023, Graham Charlton will become CEO of Softcat. This follows eight years as CFO during which time Graham has developed a deep understanding of the business and what makes the Company successful, not least the Softcat culture, which he has championed since joining the Company. The Board believes Graham is the right person to lead the business successfully through the next stage of its growth.

A search for a CFO to succeed Graham Charlton has commenced and will consider external as well as internal candidates.

Also effective 1 August 2023, Graeme Watt will succeed Martin Hellawell as Non-Executive Chair. At the time of succession, Graeme will have been CEO of the business for over five years. This move has been carefully considered by the Board, which acknowledges that the appointment of the CEO into the role of the Chair is not in line with the recommendations of the UK Corporate Governance Code. However, the Board was unanimous that Graeme's deep knowledge of the business, Softcat's culture and its markets made him the ideal candidate to support the interests of all our stakeholders.

Both Graham and Graeme's appointments have been considered as part of the Board's succession planning process. External expertise from a leading independent executive and board search firm has also been used to consider the appropriateness and readiness of the candidates as well as alternatives.

With effect from 1 August 2023, Martin Hellawell, currently Non-Executive Chair of the Company will step down from his position and from the Softcat Board.

Outlining the planned steps, Karen Slatford, Chair of the Nomination Committee and Senior Independent Director said: "Softcat is a very special business with a distinct culture which puts people at the heart of everything we do.  As we have been working on succession planning, we have been very focussed on ensuring that we protect and develop that culture and continue to be committed to the simple, proven growth strategy which has served us so well. Graeme and Graham are the best people to lead the Company and we all look forward to working with them when they assume their new roles in August 2023. We will miss Martin when he steps down as Chair but are confident that he leaves us with strong foundations for continued future success."

Graeme Watt commented "I am very excited to see Graham take the opportunity to lead the Company from next year. Graham has an intimate knowledge of Softcat which he has built up over eight years and I am confident he will continue to drive the business forward. I relish the opportunity to remain on the Board as Chair and believe we have established a very clear and successful governance model in this respect. That said, these changes are a year away. I will remain fully engaged and committed in my position as CEO and continue to drive the business hard for the next twelve months. On behalf of the Board and the Company I would like to pay tribute to Martin Hellawell for his outstanding contribution to Softcat over many years."

Finally, Martin Hellawell commented "It has been a privilege and a tremendous experience to have been involved with the Softcat team. When the time comes, I am very pleased to be leaving Softcat in the hands of extraordinary successors who I have every confidence will take the business to ever greater heights."

This announcement has been determined to contain inside information.

Remuneration:

All remuneration terms and payments will be in line with the Directors' Remuneration Policy. The Remuneration Committee confirmed that Graeme Watt will be treated as a good leaver under the terms of the Directors' Remuneration Policy and associated plan rules. Further details on the specific remuneration payments will be included in the Directors' Remuneration Report in Softcat's 2022 Annual Report.