REG - Stelrad Group PLC - Result of AGM

StelradAnnouncement

22/05/2023 17:00

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RNS Number : 2454A  Stelrad Group PLC  22 May 2023

22 May 2023

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 22 May 2023, 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     118,096,105  100.00  0              0.00  118,096,105                   100.00                    0
         the period ended 31 December 2022.
 2.      To receive and approve the Directors' Remuneration Report for the period ended  118,093,205  100.00  2,900          0.00  118,096,105                   100.00                    0
         31 December 2022.
 3.      To declare a final dividend of 4.72 pence per Ordinary Share for the year       116,396,878  98.56   1,699,227      1.44  118,096,105                   98.56                     0
         ended 31 December 2022.
 4.      To re-elect Bob Ellis as a Director.                                            101,735,031  98.36   1,699,227      1.64  103,434,258                   98.36                     14,661,847
 5.      To re-elect Trevor Harvey as a Director.                                        116,396,878  98.56   1,699,227      1.44  118,096,105                   98.56                     0
 6.      To re-elect George Letham as a Director.                                        116,396,878  98.56   1,699,227      1.44  118,096,105                   98.56                     0
 7.      To re-elect Terry Miller as a Director.                                         115,720,646  97.99   2,375,459      2.01  118,096,105                   97.99                     0
 8.      To re-elect Nicola Bruce as a Director.                                         118,096,105  100.00  0              0.00  118,096,105                   100.00                    0
 9.      To re-elect Martin Payne as a Director.                                         116,393,978  98.56   1,702,127      1.44  118,096,105                   98.56                     0
 10.     To re-elect Edmund Lazarus as a Director.                                       113,103,716  97.39   3,032,444      2.61  116,136,160                   97.39                     1,959,945
 11.     To re-elect Nicholas Armstrong as a Director.                                   116,393,978  98.56   1,702,127      1.44  118,096,105                   98.56                     0
 12.     To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company.            118,096,105  100.00  0              0.00  118,096,105                   100.00                    0
 13.     To authorise the Audit & Risk Committee to determine the remuneration of        118,096,105  100.00  0              0.00  118,096,105                   100.00                    0
         the Auditor.
 14.     To authorise the Company to make political expenditure and donations.           117,416,973  99.42   679,132        0.58  118,096,105                   99.42                     0
 15.     To authorise the Directors to allot shares in the Company, in accordance with   116,396,878  98.56   1,699,227      1.44  118,096,105                   98.56                     0
         section 551 of the Companies Act 2006.
 16.     To authorise the Directors to disapply pre-emption rights, in accordance with   118,096,105  100.00  0              0.00  118,096,105                   100.00                    0
         561 of the Companies Act 2006.
 17.     To authorise the Directors to disapply pre-emption rights up to a further 5%    118,093,205  100.00  2,900          0.00  118,096,105                   100.00                    0
         for the purposes of acquisitions or capital investments.
 18.     To authorise the Company to purchase its own ordinary shares                    118,096,105  100.00  0              0.00  118,096,105                   100.00                    0
 19.     To authorise the Directors to call a general meeting other than an annual       118,088,880  100.00  2,900          0.00  118,091,780                   100.00                    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
 7.      To elect Terry Miller as a Director.  52,616,881  95.68    2,375,459      4.32  54,992,340                    43.18                     0
 8.      To elect Nicola Bruce as a Director.  54,992,340  100.00   0              0.00  54,992,340                    43.18                     0

 9.      To elect Martin Payne as a Director.  53,290,213  96.905%  1,702,127      3.10  54,992,340                    43.18                     0

 

1.    Full details of the resolutions are set out in the Notice of Annual
General Meeting dated 28 March 2023 (which is available on the Company's
website at: https://stelradplc.com/).

2.    Resolutions 1 to 15 were ordinary resolutions, requiring more than
50% of shareholders' votes to be cast in favour of the resolutions.
Resolutions 16 to 19 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 held in treasury 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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