REG - Stelrad Group PLC - Result of AGM

StelradAnnouncement

21/05/2025 17:00

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RNS Number : 6608J  Stelrad Group PLC  21 May 2025

21 May 2025

Stelrad Group PLC

(Company Number: 13670010)

 

("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 21 May 2025, 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    124,008,743  100.00%  0              0.00%  124,008,743                   97.37%                    2,500
         the year ended 31 December 2024.
 2.      To receive and approve the Directors' Remuneration Report for the year ended   124,006,378  99.99%   1,895          0.00%  124,008,273                   97.37%                    2,970
         31 December 2024.
 3.      To receive and approve the Directors' Remuneration Policy.                     124,006,378  99.99%   1,895          0.00%  124,008,273                   97.37%                    2,970
 4.      To declare a final dividend of 4.81 pence per Ordinary Share for the year      124,008,743  100.00%  0              0.00%  124,008,743                   97.37%                    2,500
         ended 31 December 2024.
 5.      To re-elect Bob Ellis as a Director.                                           113,523,391  99.95%   52,080         0.04%  113,575,471                   89.18%                    10,435,772
 6.      To re-elect Trevor Harvey as a Director.                                       124,008,702  100.00%  0              0.00%  124,008,702                   97.37%                    2,541
 7.      To re-elect Katherine Innes Ker as a Director.                                 123,421,028  99.52%   587,674        0.47%  124,008,702                   97.37%                    2,541
 8.      To re-elect Nicola Bruce as a Director.                                        124,008,702  100.00%  0              0.00%  124,008,702                   97.37%                    2,541
 9.      To re-elect Martin Payne as a Director.                                        124,008,702  100.00%  0              0.00%  124,008,702                   97.37%                    2,541
 10.     To re-elect Edmund Lazarus as a Director.                                      123,956,622  99.95%   52,080         0.04%  124,008,702                   97.37%                    2,541
 11.     To re-elect Nicholas Armstrong as a Director.                                  123,956,622  99.95%   52,080         0.04%  124,008,702                   97.37%                    2,541
 12.     To elect Leigh Wilcox as a Director.                                           124,008,702  100.00%  0              0.00%  124,008,702                   97.37%                    2,541
 13.     To re-appoint PricewaterhouseCoopers LLP as auditors of the Company.           124,007,170  100.00%  0              0.00%  124,007,170                   97.37%                    4,073
 14.     To authorise the Audit & Risk Committee to determine the remuneration of       124,008,743  100.00%  0              0.00%  124,008,743                   97.37%                    2,500
         the Auditor.
 15.     To authorise the Company to make political expenditure and donations.          123,439,793  99.54%   568,950        0.45%  124,008,743                   97.37%                    2,500
 16.     To authorise the Directors to allot shares in the Company, in accordance with  124,008,743  100.00%  0              0.00%  124,008,743                   97.37%                    2,500
         section 551 of the Companies Act 2006.
 17.     To approve the amendments to the rules of the Stelrad Long Term Incentive      124,008,273  100.00%  0              0.00%  124,008,273                   97.37%                    2,970
         Plan.
 18.     To approve the amendments to the rules of the Stelrad Deferred Share Bonus     124,008,273  100.00%  0              0.00%  124,008,273                   97.37%                    2,970
         Plan.
 19.     To authorise the Directors to disapply pre-emption rights, in accordance with  123,980,483  99.97%   28,260         0.02%  124,008,743                   97.37%                    2,500
         561 of the Companies Act 2006.
 20.     To authorise the Directors to disapply pre-emption rights up to a further 5%   123,980,483  99.97%   28,260         0.02%  124,008,743                   97.37%                    2,500
         for the purposes of acquisitions or capital investments.
 21.     To authorise the Company to purchase its own ordinary shares.                  124,008,743  100.00%  0              0.00%  124,008,743                   97.37%                    2,500
 22.     To authorise the Directors to call a general meeting other than an annual      124,008,743  100.00%  0              0.00%  124,008,743                   97.37%                    2,500
         general meeting on not less than 14 clear days' notice.

 

Subject to rule 9.2.2E of the UK Listing Rules (where LR 9.2.2ADR applies) the
election or re-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 re-elect Katherine Innes Ker as a Director.  60,317,263  99.03%   587,674        0.96%  60,904,937                    94.79%                    2,541
 8.      To re-elect Nicola Bruce as a Director.         60,904,937  100.00%  0              0.00%  60,904,937                    94.79%                    2,541
 9.      To re-elect Martin Payne as a Director.         60,904,937  100.00%  0              0.00%  60,904,937                    94.79%                    2,541

 

1.    Full details of the resolutions are set out in the Notice of Annual
General Meeting dated 26 March 2025 (which is available on the Company's
website at: Results, reports and presentations - Stelrad Group plc
(https://stelradplc.com/investors-2/results-reports-and-presentations/)

2.    Resolutions 1 to 18 were ordinary resolutions, requiring a majority
of votes cast in favour to pass.  Resolutions 19 to 22 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

Company Secretary

 

+44 (0) 74840 80777

StelradGroup-UKCoSec@computershare.co.uk
(mailto:StelradGroup-UKCoSec@computershare.co.uk)

 

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