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
StelradGroup-UKCoSec@computershare.co.uk
Company Secretary
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