REG - Volution Group plc - Result of AGM

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RNS Number : 0769L  Volution Group plc  10 December 2025

 

 

Wednesday 10 December 2025

 

 

Volution Group plc

Results of Annual General Meeting

 

 

Volution Group plc ("Volution", the "Group" or the "Company", LSE: FAN), a
leading international designer and manufacturer of energy efficient indoor air
quality solutions, announces that all resolutions put to the Annual General
Meeting ("AGM") held at 12:00 noon on 10 December 2025 were duly passed on a
poll. The results of the poll, incorporating the proxy votes lodged in advance
of the meeting, are set out in the table below.

 

 Resolution                                                            FOR (1)                           AGAINST                           WITHHELD (2)     % OF TOTAL VOTES IN FAVOUR
                                                                       Number of votes  % of votes cast  Number of votes  % of votes cast  Number of votes

 01      Annual Report and Accounts                                    179,944,064      100.00           0                0.00             100,778          100.00
 02      Directors' Remuneration Report                                173,841,539      96.56            6,197,915        3.44             5,388            96.56
 03      Final dividend                                                180,044,002      100.00           0                0.00             840              100.00
 04      Re-elect Nigel Lingwood                                       173,948,657      96.62            6,081,129        3.38             15,056           96.62
 05      Re-elect Ronnie George                                        180,040,443      100.00           3,001            0.00             1,398            100.00
 06      Re-elect Andy O'Brien                                         179,400,572      99.64            641,958          0.36             2,312            99.64
 07      Re-elect Jonathan Davis                                       178,038,350      98.89            2,004,728        1.11             1,764            98.89
 08      Re-elect Amanda Mellor                                        178,037,000      98.89            2,006,078        1.11             1,764            98.89
 09      Elect Celia Baxter                                            180,037,388      100.00           5,690            0.00             1,764            100.00
 10      Elect Emmanuelle Dubu                                         180,039,529      100.00           3,549            0.00             1,764            100.00
 11      Appoint auditor                                               180,035,620      100.00           6,918            0.00             2,304            100.00
 12      Remuneration of auditor                                       180,037,620      100.00           4,783            0.00             2,439            100.00
 13      Authority to make political donations                         177,633,435      98.69            2,359,499        1.31             51,908           98.69
 14      Authority to allot shares                                     159,244,019      88.45            20,799,423       11.55            1,400            88.45
 15(3)   General Authority to disapply pre-emption rights              161,689,894      89.81            18,353,457       10.19            1,491            89.81
 16(3)   Additional Authority to disapply pre-emption rights           141,946,406      78.95            37,842,076       21.05            256,360          78.95
 17(3)   Authority to make market purchase of own shares               179,708,172      99.99            14,014           0.01             322,656          99.99
 18(3)   Authority to call a general meeting on 14 clear days' notice  166,990,058      92.75            13,053,934       7.25             850              92.75

 

The Board notes that whilst Resolutions 15 and 16 (disapplication of
pre-emption rights) were passed with the requisite majority, for the
purposes of the UK Corporate Governance Code (the "Code") more than 20% of the
votes cast were not in favour of Resolution 16.

 

The Board notes that this resolution reflects the Pre-Emption Group Guidelines
published in 2022 (the "Guidelines") but acknowledges that shareholders may
apply their own policies in relation to the disapplication of pre-emption
rights which may differ from the Guidelines. In accordance with the Code, the
Board will engage with shareholders to better understand the reason behind
this voting outcome and will provide an update within six months of the Annual
General Meeting.

 

Notes:

 

1.  Any proxy appointments giving discretion to the Chairman of the Meeting
have been included in the "For" totals above.

2.  A vote "Withheld" is not a vote in law and is not counted in the
calculation of the votes "For" or "Against" a resolution.

3.  Indicates Special Resolutions requiring a 75% majority to be passed.

4.  The Company's total ordinary shares in issue as at 9 December 2025, was
200,000,000 ordinary shares of 1 pence each, of which 1,592,792 ordinary
shares are held as Treasury Shares. Therefore, the total voting rights are
198,407,208 ordinary shares (ordinary shareholders are entitled to one vote
per ordinary share held).

5.  Votes received amount to 90.74% of the total voting rights.

6.  Percentages are rounded to two decimal places.

 

Copies of the resolutions passed (other than those concerning ordinary
business) will shortly be submitted to the National Storage Mechanism and will
be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

The Notice of Annual General Meeting 2025 together with the Annual Report and
Accounts 2025 can be found on the Company's website at:
www.volutiongroupplc.com (http://www.volutiongroupplc.com)

 

- ends -

Enquiries:

 

Volution Group plc

Fiona Smith, Company
Secretary

 

Legal Entity Identifier: 213800EPT84EQCDHO768

 

Notes to Editors:

 

Volution Group plc (LSE: FAN) is a leading international designer and
manufacturer of energy efficient indoor air quality solutions.  Volution
Group comprises 29 key brands across three regions:

 

UK: Vent-Axia, Manrose, Diffusion, National Ventilation, Airtech, Breathing
Buildings, Torin-Sifan.

Continental Europe: Fresh, PAX, VoltAir, Kair, Air Connection, Rtek, inVENTer,
Ventilair, ClimaRad, ERI Corporation, VMI, I-Vent.

Australasia: Simx, Ventair, Manrose, DVS, Fantech, Ideal Air, NCS Acoustics,
Air Design, Major Air, Systemaire, Burra Steel.

 

For more information, please go to: www.volutiongroupplc.com
(http://www.volutiongroupplc.com)

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