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 the period ended 31
December 2023.
|
118,793,241
|
100.00
|
0
|
0.00
|
118,793,241
|
93.27
|
0
|
2.
|
To receive and approve the
Directors' Remuneration Report for the period ended 31 December
2023.
|
116,948,925
|
99.99
|
4,600
|
0.00
|
116,953,525
|
91.83
|
1,839,716
|
3.
|
To declare a final dividend of 4.72
pence per Ordinary Share for the year ended 31 December
2023.
|
118,793,241
|
100.00
|
0
|
0.00
|
118,793,241
|
93.27
|
0
|
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 the Auditor.
|
118,793,241
|
100.00
|
0
|
0.00
|
118,793,241
|
93.27
|
0
|
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 section 551 of the
Companies Act 2006.
|
118,738,854
|
99.95
|
54,387
|
0.04
|
118,793,241
|
93.27
|
0
|
16.
|
To authorise the Directors to
disapply pre-emption rights, in accordance with 561 of the
Companies Act 2006.
|
118,764,318
|
99.97
|
28,923
|
0.02
|
118,793,241
|
93.27
|
0
|
17.
|
To authorise the Directors to
disapply pre-emption rights up to a further 5% for the purposes of
acquisitions or capital investments.
|
118,766,318
|
99.97
|
26,923
|
0.02
|
118,793,241
|
93.27
|
0
|
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 general meeting on not less
than 14 clear days' notice.
|
118,788,041
|
99.99
|
5,200
|
0.00
|
118,793,241
|
93.27
|
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
|
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.
Enquiries:
Computershare Company Secretarial
Services Limited
07966 711602
StelradGroup-UKCoSec@computershare.co.uk
Company Secretary