REG - Melrose Industries - Result of AGM

Melrose IndustriesAnnouncement

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RNS Number : 8885G  Melrose Industries PLC  30 April 2025

Melrose Industries PLC

(the "Company" or "Melrose Industries PLC")

 

1.   Results of Annual General Meeting

 

Melrose Industries PLC's shareholders today approved each of the resolutions
put to the 2025 Annual General Meeting with the exception of Resolution 2
concerning the approval of the Directors' Remuneration Report, which was not
passed.

 

While the Board is pleased that all other resolutions passed with large
majorities, we are disappointed that Resolution 2 (an advisory vote) was not
passed. The Company, and in particular the Board, takes this feedback very
seriously and will continue to engage with shareholders and consider the
feedback received. This will inform the Company's future approach to
remuneration. We will publish an update on our engagement and any actions
taken in accordance with the UK Corporate Governance Code within six months of
the 2025 Annual General Meeting.

 

The tables below set out the results of the poll on all 18 resolutions that
were put to a shareholder vote, with each shareholder present in person or by
proxy being entitled to one vote per share held.

 

Ordinary Resolutions

 Resolutions                                                                     Votes 'For'*   % of Votes Cast 'For'  Votes 'Against'  % of Votes Cast 'Against'  Total Issued Share Capital Voted  Total % of Issued Share Capital Voted**  Votes Withheld***
 1.   To receive the financial statements for the financial year ended 31        1,096,566,260  99.89                  1,204,729        0.11                       1,097,770,989                     86.09%                                   6,232,918
 December 2024
 2.   To approve the Directors' Remuneration Report for the year ended 31        317,489,188    34.37                  606,304,819      65.63                      923,794,007                       72.44%                                   180,209,900
 December 2024
 3.   To declare a final dividend of 4.0 pence per ordinary share for the        1,103,262,742  99.95                  532,625          0.05                       1,103,795,367                     86.56%                                   208,540
 year ended 31 December 2024
 4.   To re-elect Peter Dilnot as a Director of the Company                      1,102,702,883  99.91                  1,027,313        0.09                       1,103,730,196                     86.55%                                   273,711
                                                                                 1,089,500,482  98.71                  14,229,714       1.29                       1,103,730,196                     86.55%                                   273,711

 5.   To re-elect Matthew Gregory as a Director of the Company
 6.   To re-elect David Lis as a Director of the Company                         982,589,542    89.02                  121,138,821      10.98                      1,103,728,363                     86.55%                                   275,543
 7.   To re-elect Charlotte Twyning as a Director of the Company                 1,043,093,404  94.51                  60,636,565       5.49                       1,103,729,969                     86.55%                                   273,937
 8.   To re-elect Heather Lawrence as a Director of the Company                  1,097,647,473  99.45                  6,081,332        0.55                       1,103,728,805                     86.55%                                   275,101
 9.   To re-elect Gillian Elcock as a Director of the Company                    1,067,186,794  96.69                  36,542,440       3.31                       1,103,729,234                     86.55%                                   274,672
 10.  To elect Chris Grigg as a Director of the Company                          1,090,077,484  98.76                  13,646,903       1.24                       1,103,724,387                     86.55%                                   279,529
 11.  To elect Ian Barkshire as a Director of the Company                        1,101,401,403  99.79                  2,323,781        0.21                       1,103,725,184                     86.55%                                   278,723
 12.  To re-appoint PricewaterhouseCoopers LLP as auditor of the Company         1,103,662,954  99.99                  96,949           0.01                       1,103,759,903                     86.56%                                   244,004
 13.  To authorise the Audit Committee to determine the auditor's remuneration   1,103,695,436  99.99                  73,501           0.01                       1,103,768,937                     86.56%                                   234,970
 14.  To renew the authority given to Directors to allot shares                  1,067,463,594  97.28                  29,895,453       2.72                       1,097,359,047                     86.05%                                   6,644,860

 

 

Special Resolutions

 Resolutions                                                                     Votes 'For'*   % of Votes Cast 'For'  Votes 'Against'  % of Votes Cast 'Against'  Total Issued Share Capital Voted  Total % of Issued Share Capital Voted**

                                                                                                                                                                                                                                              Votes Withheld***
 15.  To give the Directors authority to allot equity securities without         1,094,871,300  99.20                  8,884,318        0.80                       1,103,755,618                     86.56%                                   248,288
 application of pre-emption rights
 16.  To give the Directors authority to allot equity securities used only for   1,093,790,987  99.10                  9,982,990        0.90                       1,103,773,977                     86.56%                                   229,929
 the purpose of financing a transaction which the Directors determine to be an
 acquisition or other capital investment
 17.  To authorise a market purchase of shares                                   1,081,426,455  98.19                  19,928,049       1.81                       1,101,354,504                     86.37%                                   2,649,402
 18.  To approve the calling of a general meeting other than an Annual General   1,075,021,773  97.39                  28,753,733       2.61                       1,103,775,506                     86.56%                                   228,401
 Meeting on no less than 14 days' notice

 

As at 6:30pm (BST) on 28 April 2025 there were 1,275,197,565 Ordinary Shares
of £0.001 in Melrose Industries PLC in issue (excluding treasury shares).

*           Includes discretionary votes

**          Excludes treasury shares

***        A vote 'Withheld' is not a vote in law and is not counted in
the calculation of the proportion of votes 'For' or 'Against' a resolution.

2.   Resolutions submitted to National Storage Mechanism

The Company has today submitted to the National Storage Mechanism copies of
resolutions passed at the Annual General Meeting on Wednesday 30 April 2025
concerning items other than ordinary business.  These documents will shortly
be available for inspection at:

Melrose Industries PLC

11th Floor

The Colmore Building

20 Colmore Circus Queensway

Birmingham, B4 6AT

 

Enquiries:

Investor Relations:

Chris Dyett:
                                +44 (0) 7974 974 690,
ir@melroseplc.net

Media:

Andy Porter / Brunswick:
                            +44 (0) 207 404 5959,
melrose@brunswickgroup.com

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