Result of AGM
Volution Group plc announced that all resolutions were passed at its Annual General Meeting on December 10, 2025, with strong support for most items, including the Annual Report and Accounts, final dividend, and the appointment of the auditor. While resolutions concerning the disapplication of pre-emption rights (Resolutions 15 and 16) were passed, Resolution 16 received less than 80% of the votes in favour, prompting the Board to engage with shareholders to understand the reasons and provide an update within six months. The total voting rights available were 198,407,208 ordinary shares, with 90.74% of these rights participating in the vote.
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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:
- Any proxy appointments giving discretion to the Chairman of the Meeting have been included in the "For" totals above.
- Indicates Special Resolutions requiring a 75% majority to be passed.
- 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).
- Votes received amount to 90.74% of the total voting rights.
- 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
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
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