Result of AGM

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 the period ended 31 December 2022.	118,096,105	100.00	0	0.00	118,096,105	100.00	0
2.	To receive and approve the Directors' Remuneration Report for the period ended 31 December 2022.	118,093,205	100.00	2,900	0.00	118,096,105	100.00	0
3.	To declare a final dividend of 4.72 pence per Ordinary Share for the year ended 31 December 2022.	116,396,878	98.56	1,699,227	1.44	118,096,105	98.56	0
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 the Auditor.	118,096,105	100.00	0	0.00	118,096,105	100.00	0
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 section 551 of the Companies Act 2006.	116,396,878	98.56	1,699,227	1.44	118,096,105	98.56	0
16.	To authorise the Directors to disapply pre-emption rights, in accordance with 561 of the Companies Act 2006.	118,096,105	100.00	0	0.00	118,096,105	100.00	0
17.	To authorise the Directors to disapply pre-emption rights up to a further 5% for the purposes of acquisitions or capital investments.	118,093,205	100.00	2,900	0.00	118,096,105	100.00	0
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 general meeting on not less than 14 clear days' notice.	118,088,880	100.00	2,900	0.00	118,091,780	100.00	0

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.

Enquiries:

Computershare Company Secretarial Services Limited

07966 711602

[e-mail]

Company Secretary

 

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