REG - Stelrad Group PLC - Result of AGM

StelradAnnouncement

22/05/2024 17:15

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RNS Number : 5312P  Stelrad Group PLC  22 May 2024

22 May 2024

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 2024, 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     118,793,241  100.00  0              0.00  118,793,241                   93.27                     0
         the period ended 31 December 2023.
 2.      To receive and approve the Directors' Remuneration Report for the period ended  116,948,925  99.99   4,600          0.00  116,953,525                   91.83                     1,839,716
         31 December 2023.
 3.      To declare a final dividend of 4.72 pence per Ordinary Share for the year       118,793,241  100.00  0              0.00  118,793,241                   93.27                     0
         ended 31 December 2023.
 4.      To re-elect Bob Ellis as a Director.                                            110,992,908  99.95   49,422         0.04  111,042,330                   87.19                     7,750,911
 5.      To re-elect Trevor Harvey as a Director.                                        118,743,819  99.95   49,422         0.04  118,793,241                   93.27                     0
 6.      To re-elect Nicola Bruce as a Director.                                         118,793,241  100.00  0              0.00  118,793,241                   93.27                     0
 7.      To re-elect Martin Payne as a Director.                                         118,793,241  100.00  0              0.00  118,793,241                   93.27                     0
 8.      To re-elect Edmund Lazarus as a Director.                                       113,459,010  95.50   5,334,231      4.49  118,793,241                   93.27                     0
 9.      To re-elect Nicholas Armstrong as a Director.                                   118,743,819  99.95   49,422         0.04  118,793,241                   93.27                     0
 10.     To elect Annette Borén as a Director.                                           118,743,819  99.95   49,422         0.04  118,793,241                   93.27                     0
 11.     To elect Katherine Innes Ker as a Director.                                     118,793,241  100.00  0              0.00  118,793,241                   93.27                     0
 12.     To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company.            118,793,241  100.00  0              0.00  118,793,241                   93.27                     0
 13.     To authorise the Audit & Risk Committee to determine the remuneration of        118,793,241  100.00  0              0.00  118,793,241                   93.27                     0
         the Auditor.
 14.     To authorise the Company to make political expenditure and donations.           118,058,859  99.38   734,382        0.61  118,793,241                   93.27                     0
 15.     To authorise the Directors to allot shares in the Company, in accordance with   118,738,854  99.95   54,387         0.04  118,793,241                   93.27                     0
         section 551 of the Companies Act 2006.
 16.     To authorise the Directors to disapply pre-emption rights, in accordance with   118,764,318  99.97   28,923         0.02  118,793,241                   93.27                     0
         561 of the Companies Act 2006.
 17.     To authorise the Directors to disapply pre-emption rights up to a further 5%    118,766,318  99.97   26,923         0.02  118,793,241                   93.27                     0
         for the purposes of acquisitions or capital investments.
 18.     To authorise the Company to purchase its own ordinary shares                    118,793,241  100.00  0              0.00  118,793,241                   93.27                     0
 19.     To authorise the Directors to call a general meeting other than an annual       118,788,041  99.99   5,200          0.00  118,793,241                   93.27                     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
 6.      To re-elect Nicola Bruce as a Director.      55,689,476  100.00  0              0.00  55,689,476                    86.67                     0
 7.      To re-elect Martin Payne as a Director.      55,689,476  100.00  0              0.00  55,689,476                    86.67                     0
 11.     To elect Katherine Innes Ker as a Director.  55,689,476  100.00  0              0.00  55,689,476                    86.67                     0

 

1.    Full details of the resolutions are set out in the Notice of Annual
General Meeting dated 22 March 2024 (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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