Volution Group plc - Result of AGM

RNS Number : 7390P

Volution Group plc

11 December 2024

Adobe Systems

Wednesday 11 December 2024

Volution Group plc

Results of Annual General Meeting

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 11 December 2024 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	% OF TOTAL VOTES IN FAVOUR
01	Annual Report and Accounts	172,027,478	100.00	378	0.00	280,026	100.00
02	Directors' Remuneration Report	167,296,534	97.09	5,008,420	2.91	2,928	97.09
03	Final dividend	172,306,580	100.00	378	0.00	924	100.00
04	Re-elect Nigel Lingwood	161,763,659	93.88	10,543,299	6.12	924	93.88
05	Re-elect Ronnie George	171,921,688	99.78	385,270	0.22	924	99.78
06	Re-elect Andy O'Brien	171,271,177	99.40	1,035,240	0.60	1,465	99.40
07	Re-elect Jonathan Davis	169,439,032	98.34	2,867,385	1.66	1,465	98.34
08	Re-elect Amanda Mellor	169,752,400	98.52	2,554,017	1.48	1,465	98.52
09	Re-elect Claire Tiney	167,842,568	97.41	4,464,390	2.59	924	97.41
10	Appoint auditor	170,942,097	99.21	1,363,398	0.79	2,387	99.21
11	Remuneration of auditor	172,290,875	100.00	5,170	0.00	1,837	100.00
12	Authority to make political donations	170,246,500	98.83	2,018,458	1.17	32,924	98.83
13	Authority to allot shares	160,287,892	93.02	12,019,066	6.98	924	93.02
14³	General Authority to disapply pre-emption rights	154,741,367	89.81	17,557,591	10.19	8,924	89.81
15³	Additional Authority to disapply pre-emption rights	135,691,343	78.90	36,278,408	21.10	338,131	78.90
16³	Authority to make market purchase of own shares	170,511,601	99.21	1,365,071	0.79	431,210	99.21
17³	Authority to call a general meeting on 14 clear days' notice	161,718,669	93.85	10,588,289	6.15	924	93.85

The Board notes that whilst Resolutions 14 and 15 (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 15.

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:

1. Any proxy appointments giving discretion to the Chairman of the Meeting have been included in the "For" totals above.

2. A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.

3. Indicates Special Resolutions requiring a 75% majority to be passed.

4. The Company's total ordinary shares in issue as at 10 December 2024, was 200,000,000 ordinary shares of 1 pence each, of which 1,965,923 ordinary shares are held as Treasury Shares. Therefore, the total voting rights are 198,034,077 ordinary shares (ordinary shareholders are entitled to one vote per ordinary share held).

5. The proxy votes received, amount to 87.01% of the total voting rights.

6. 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 2024 together with the Annual Report and Accounts 2024 can be found on the Company's website at: www.volutiongroupplc.com

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Enquiries:

Volution Group plc

Fiona Smith, Company Secretary

Legal Entity Identifier: 213800EPT84EQCDHO768

Notes to Editors:

Volution Group plc (LSE: FAN) is a leading international designer and manufacturer of energy efficient indoor air quality solutions. Volution Group comprises 29 key brands across three regions:

UK: Vent-Axia, Manrose, Diffusion, National Ventilation, Airtech, Breathing Buildings, Torin-Sifan.

Continental Europe: Fresh, PAX, VoltAir, Kair, Air Connection, Rtek, inVENTer, Ventilair, ClimaRad, ERI Corporation, VMI, I-Vent.

Australasia: Simx, Ventair, Manrose, DVS, Fantech, Ideal Air, NCS Acoustics, Air Design, Major Air, Systemaire, Burra Steel.

For more information, please go to: www.volutiongroupplc.com

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