Result of AGM
Stelrad Group PLC announced that all resolutions presented at its Annual General Meeting on May 20, 2026, were passed by shareholders. Key resolutions included the approval of the 2025 financial statements, the Directors' Remuneration Report, and the declaration of a final dividend of 5.05 pence per Ordinary Share. The re-election of directors and the re-appointment of PricewaterhouseCoopers LLP as auditors also received strong support, with over 95.97% of total voting rights cast in favour for most resolutions. Special resolutions concerning political donations and the authority to allot shares and disapply pre-emption rights also passed, though with varying levels of support, with the authority to disapply pre-emption rights for acquisitions or capital investments receiving 89.87% of votes in favour.
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The Directors of Stelrad Group plc ("Stelrad" or "the Group" or "the Company", LSE: SRAD), are pleased to announce that at its Annual General Meeting held on 20 May 2026, 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 year ended 31 December 2025. | 122,221,936 | 100.00% | 4,600 | 0.00% | 122,226,536 | 95.97% | 0 |
| 2. | To receive and approve the Directors' Remuneration Report for the year ended 31 December 2025. | 122,208,289 | 99.99% | 9,173 | 0.01% | 122,217,462 | 95.97% | 9,074 |
| 3. | To declare a final dividend of 5.05 pence per Ordinary Share for the year ended 31 December 2025. | 122,226,536 | 100.00% | 0 | 0.00% | 122,226,536 | 95.97% | 0 |
| 4. | To re-elect Trevor Harvey as a Director. | 122,226,536 | 100.00% | 0 | 0.00% | 122,226,536 | 95.97% | 0 |
| 5. | To re-elect Leigh Wilcox as a Director. | 122,221,936 | 100.00% | 4,600 | 0.00% | 122,226,536 | 95.97% | 0 |
| 6. | To re-elect Katherine Innes Ker as a Director. | 121,933,862 | 99.76% | 292,674 | 0.24% | 122,226,536 | 95.97% | 0 |
| 7. | To re-elect Nicola Bruce as a Director. | 122,221,536 | 100.00% | 5,000 | 0.00% | 122,226,536 | 95.97% | 0 |
| 8. | To re-elect Edmund Lazarus as a Director. | 112,968,047 | 99.51% | 559,819 | 0.49% | 113,527,866 | 89.14% | 8,698,670 |
| 9. | To re-elect Bob Ellis as a Director. | 122,216,936 | 99.99% | 9,600 | 0.01% | 122,226,536 | 95.97% | 0 |
| 10. | To elect Martyn Coffey as a Director. | 122,205,436 | 99.99% | 12,600 | 0.01% | 122,218,036 | 95.97% | 8,500 |
| 11. | To re-appoint PricewaterhouseCoopers LLP as auditors of the Company. | 122,216,463 | 99.99% | 8,500 | 0.01% | 122,224,963 | 95.97% | 1,573 |
| 12. | To authorise the Audit & Risk Committee to determine the remuneration of the Auditor. | 122,220,363 | 100.00% | 4,600 | 0.00% | 122,224,963 | 95.97% | 1,573 |
| 13. | To authorise the Company to make political donations. | 118,229,826 | 96.73% | 3,993,734 | 3.27% | 122,223,560 | 95.97% | 2,976 |
| 14. | To authorise the Directors to allot Ordinary Shares. | 122,210,436 | 99.99% | 16,100 | 0.01% | 122,226,536 | 95.97% | 0 |
| 15. | To authorise the Directors to disapply statutory pre-emption rights in accordance with section 561 of the Companies Act 2006. | 118,534,208 | 96.98% | 3,690,755 | 3.02% | 122,224,963 | 95.97% | 1,573 |
| 16. | To authorise the Directors to disapply pre-emption rights up to a further 10% for the purposes of acquisitions or capital investments. | 109,844,988 | 89.87% | 12,379,975 | 10.13% | 122,224,963 | 95.97% | 1,573 |
| 17. | To authorise the Company to purchase its own Ordinary Shares. | 122,210,436 | 99.99% | 16,100 | 0.01% | 122,226,536 | 95.97% | 0 |
| 18. | To authorise the calling of General Meetings of the Company (not being an Annual General Meeting) by notice of at least 14 clear days. | 122,213,436 | 99.99% | 13,100 | 0.01% | 122,226,536 | 95.97% | 0 |
Subject to rule 6.2.8R of the UK Listing Rules (where LR 6.2.5R applies) the election or re-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 Katherine Innes Ker as a Director. | 58,830,097 | 99.50% | 292,674 | 0.50% | 59,122,771 | 92.02% | 0 |
| 7. | To re-elect Nicola Bruce as a Director. | 59,117,771 | 99.99% | 5,000 | 0.01% | 59,122,771 | 92.02% | 0 |
| 10. | To elect Martyn Coffey as a Director. | 59,101,671 | 99.98% | 12,600 | 0.02% | 59,114,271 | 92.01% | 8,500 |
- Full details of the resolutions are set out in the Notice of Annual General Meeting dated 23 April 2026 (which is available on the Company's website at: Results, reports and presentations - Stelrad Group plc
- Resolutions 1 to 14 were ordinary resolutions, requiring a majority of votes cast in favour to pass. Resolutions 15 to 18 were special resolutions, requiring at least 75% of shareholders' votes to be cast in favour of the resolutions.
- Votes 'For' include those votes giving the Chairman discretion.
- 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.
- 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.
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