REG - Stelrad Group PLC - Result of AGM

StelradAnnouncement

16/05/2022 16:15

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RNS Number : 6672L  Stelrad Group PLC  16 May 2022

16 May 2022

Stelrad Group PLC

("Stelrad" or the "Company")

Results of the AGM

The Directors of Stelrad Group PLC are pleased to announce that at its Annual
General Meeting held on 16 May 2022, all the proposed resolutions as set out
in the Notice of Annual General Meeting were passed on a poll of votes. Total
votes received from shareholders by the Company either in advance of or as
voted for at the meeting, were as set out below:

 Resolution                                                                              Votes for    %      Votes Against  %     Total shares for and against  % of total voting rights  Votes withheld
 1.      To receive the Company's annual report and audited financial statements for     116,909,545  100%   0              0.0%  116,909,545                   91.8%                     0
         the period ended 31 December 2021.
 2.      To receive and approve the Directors' Remuneration Report for the period ended  116,909,445  100%   100            0.0%  116,909,545                   91.8%                     0
         31 December 2021.
 3.      To receive and approve the Directors' Remuneration Policy                       115,852,581  99.1%  1,056,964      0.9%  116,909,545                   91.8%                     0
 4.      To declare a final dividend of 0.96 pence per share.                            116,909,545  100%   0              0.0%  116,909,545                   91.8%                     0
 5.      To elect Bob Ellis as a Director                                                116,909,545  100%   0              0.0%  116,909,545                   91.8%                     0
 6.      To elect Trevor Harvey as a Director.                                           116,909,545  100%   0              0.0%  116,909,545                   91.8%                     0
 7.      To elect George Letham as a Director.                                           116,909,545  100%   0              0.0%  116,909,545                   91.8%                     0
 8.      To elect Terry Miller as a Director.                                            116,405,231  99.6%  504,314        0.4%  116,909,545                   91.8%                     0
 9.      To elect Nicola Bruce as a Director.                                            116,909,545  100%   0              0.0%  116,909,545                   91.8%                     0
 10.     To elect Martin Payne as a Director.                                            116,909,545  100%   0              0.0%  116,909,545                   91.8%                     0
 11.     To elect Edmund Lazarus as a Director.                                          116,909,545  100%   0              0.0%  116,909,545                   91.8%                     0
 12.     To elect Nicholas Armstrong as a Director.                                      116,909,545  100%   0              0.0%  116,909,545                   91.8%                     0
 13.     To appoint PricewaterhouseCoopers LLP as auditor of the Company (the Auditor)   116,909,545  100%   0              0.0%  116,909,545                   91.8%                     0
         and to hold office until the conclusion of the next Annual General Meeting.
 14.     To authorise the Audit & Risk Committee to determine the remuneration of        116,909,545  100%   0              0.0%  116,909,545                   91.8%                     0
         the Auditor
 15.     To authorise the Company to make political expenditure and donations.           116,405,131  99.6%  504,414        0.4%  116,909,545                   91.8%                     0
 16.     To authorise the Directors to allot shares in the Company, in accordance with   116,909,545  100%   0              0.0%  116,909,545                   91.8%                     0
         section 551 of the Companies Act 2006.
 17.     To authorise the Directors to disapply pre-emption rights, in accordance with   116,909,445  100%   100            0.0%  116,909,545                   91.8%                     0
         561 of the Company Act 2006
 18.     To authorise the Directors to disapply pre-emption rights up to a further 5%    116,909,445  100%   100            0.0%  116,909,545                   91.8%                     0
         for the purposes of acquisitions or capital investments.
 19.     To authorise the Company to purchase its own ordinary shares                    115,852,681  99.1%  1,056,864      0.9%  116,909,545                   91.8%                     0
 20.     To authorise the Directors to call a general meeting other than an annual       116,909,545  100%   0              0.0%  116,909,545                   91.8%                     0
         general meeting on not less than 14 clear days' notice.

 

Subject to rule 9.2.2E of the UK Listing Rules the election of the independent
Non-Executive Directors must be approved by a majority vote of both the
independent shareholders (i.e. shareholders of the Company, other than Bregal,
the Company's controlling shareholder, who are entitled to vote on the
election of Directors), and the shareholders as a whole. Therefore, the below
table displays the votes for the election of the independent Non-Executive
Directors excluding the votes of the controlling shareholder:

 Resolution                                    Votes for   %       Votes Against  %      Total shares for and against  % of total voting rights  Votes withheld
 8.      To elect Terry Miller as a Director.  53,301,466  99.06%  504,314        0.94%  53,805,780                    46.99%                    0
 9.      To elect Nicola Bruce as a Director.  53,805,780  100%    0              0.0%   53,805,780                    46.99%                    0
 10.     To elect Martin Payne as a Director.  53,805,780  100%    0              0.0%   53,805,780                    46.99%                    0

 

1.    Full details of the resolutions are set out in the Notice of Annual
General Meeting dated 18 March 2022 (which is available on the Company's
website at: https://stelradplc.com/).

2.    Resolutions 1 to 16 were ordinary resolutions, requiring more than
50% of shareholders' votes to be cast in favour of the resolutions.
Resolutions 17 to 20 were special resolutions, requiring at least 75% of
shareholders' votes to be cast in favour of the resolutions.

3.    Votes 'For' include those votes giving the Chairman discretion.

4.    There were 127,352,555 ordinary shares in issue all of which had the
right to vote. ordinary shares were held in treasury which do not carry
voting rights.

5.    A vote withheld is not a vote in law and is not counted in the
calculation of the votes for or against a resolution.

6.    Copies of all the resolutions passed, other than ordinary business,
have been submitted to the National Storage Mechanism and will soon be
available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

Enquiries:

Computershare Company Secretarial Services Limited

07966 711602

StelradGroup-UKCoSec@computershare.co.uk

Company Secretary

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