Melrose Industries PLC

AGM Information • Jun 8, 2023

National Storage Mechanism | Additional information

RNS Number : 1452C

Melrose Industries PLC

08 June 2023

Melrose Industries PLC

1.   Results of Annual General Meeting

The Annual General Meeting of Melrose Industries PLC (the "Company") was held on Thursday 8 June 2023.

The table below sets out the results of the poll on all 21 resolutions that were put to a shareholder vote, with each shareholder present in person or by proxy being entitled to one vote per share held.

The Board would like to thank shareholders for their engagement and support ahead of today's Annual General Meeting and throughout the year, and for subsequently voting in favour of all Annual General Meeting resolutions.

The majority of resolutions attracted support in excess of 97% votes in favour. Special resolutions 17 (general disapplication of pre-emption rights) and 18 (disapplication of pre-emption rights in connection with an acquisition or specified capital investment) were passed, having received just under 80% votes in favour. The Company notes that both of these resolutions follow the provisions of the Pre-Emption Group's 2022 Statement of Principles for the disapplication of pre-emption rights, and the Board considers flexibility to be in the best interests of the Company.

The Company has already begun engaging with shareholders who voted against or abstained from voting on these resolutions. In accordance with UK Corporate Governance Code requirements, the Board confirms that it will continue to consult and engage with relevant shareholders to understand and discuss their concerns with respect to these resolutions.

Ordinary Resolutions

Resolutions	Votes 'For'*	% of Votes Cast 'For'	Votes 'Against'	% of Votes Cast 'Against'	Total Issued Share Capital Voted	Total % of Issued Share Capital Voted	Votes Withheld**
1.   To receive the financial statements for the financial year ended 31 December 2022	1,042,142,049	100.00	34,369	0.00	1,042,176,418	77.11%	23,940,971
2.   To approve the Directors' Remuneration Report for the year ended 31 December 2022	980,977,001	97.29	27,336,918	2.71	1,008,313,919	74.61%	57,803,529
3.   To approve the 2023 Directors' Remuneration Policy	812,473,394	82.02	178,104,348	17.98	990,577,742	73.30%	75,539,706
4.   To re-elect Christopher Miller as a Director of the Company	1,060,724,112	99.54	4,897,751	0.46	1,065,621,863	78.85%	495,418
5.   To re-elect Simon Peckham as a Director of the Company	1,061,169,796	99.58	4,448,811	0.42	1,065,618,607	78.85%	498,674
6.   To re-elect Geoffrey Martin as a Director of the Company	1,053,008,538	98.82	12,608,984	1.18	1,065,617,522	78.85%	499,759
7.   To re-elect Peter Dilnot as a Director of the Company	1,060,762,192	99.54	4,858,269	0.46	1,065,620,461	78.85%	496,820
8.   To re-elect Justin Dowley as a Director of the Company	994,032,994	93.28	71,575,803	6.72	1,065,608,797	78.85%	508,483
9.   To re-elect David Lis as a Director of the Company	1,040,292,996	97.62	25,326,630	2.38	1,065,619,626	78.85%	497,655
10.  To re-elect Charlotte Twyning as a Director of the Company	1,045,355,833	98.10	20,249,094	1.90	1,065,604,927	78.85%	512,354
11.  To re-elect Funmi Adegoke as a Director of the Company	1,051,042,348	98.63	14,565,283	1.37	1,065,607,631	78.85%	509,650
12.  To re-elect Heather Lawrence as a Director of the Company	1,063,251,884	99.78	2,354,309	0.22	1,065,606,193	78.85%	511,088
13.  To re-elect Victoria Jarman as a Director of the Company	1,045,872,192	98.15	19,734,983	1.85	1,065,607,175	78.85%	510,106
14.  To re-appoint Deloitte LLP as auditor of the Company	1,040,453,461	97.64	25,124,261	2.36	1,065,577,722	78.85%	539,726
15.  To authorise the Audit Committee to determine the auditor's remuneration	1,064,262,089	99.88	1,330,530	0.12	1,065,592,619	78.85%	524,829
16.  To renew the authority given to Directors to allot shares	1,054,413,672	98.95	11,170,624	1.05	1,065,584,296	78.85%	533,151

Special Resolutions

Resolutions	Votes 'For'*	% of Votes Cast 'For'	Votes 'Against'	% of Votes Cast 'Against'	Total Issued Share Capital Voted	Total % of Issued Share Capital Voted	Votes Withheld**
17.  To give the Directors authority to allot equity securities without application of pre-emption rights	850,711,388	79.84	214,874,539	20.16	1,065,585,927	78.85%	531,349
18.  To give the Directors authority to allot equity securities used only for the purpose of financing a transaction which the Directors determine to be an acquisition or other capital investment	842,897,744	79.10	222,675,591	20.90	1,065,573,335	78.85%	543,941
19.  To authorise a market purchase of shares	1,037,167,294	97.34	28,306,426	2.66	1,065,473,720	78.84%	643,561
20.  To approve the calling of a general meeting other than an Annual General Meeting on no less than 14 days' notice	1,050,160,594	98.57	15,212,144	1.43	1,065,372,738	78.83%	474,543
21.  To amend the articles of association of the Company	1,065,470,321	99.99	95,163	0.01	1,065,565,484	78.84%	551,797

There are currently 1,351,475,321 Ordinary Shares of 160/7 pence in Melrose Industries PLC in issue.

*           Includes discretionary votes

**          A vote 'Withheld' is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.

2.   Resolutions submitted to National Storage Mechanism

The Company has today submitted to the National Storage Mechanism copies of resolutions passed at the Annual General Meeting on Thursday 8 June 2023 concerning items other than ordinary business, together with a copy of the Company's amended articles of association.  These documents will shortly be available for inspection at:

Melrose Industries PLC

11th Floor

The Colmore Building

20 Colmore Circus Queensway

Birmingham

West Midlands

B4 6AT

Enquiries:

Montfort Communications:                                   +44 (0) 20 3514 0897

Nick Miles                                                                                   +44 (0) 7973 130 669

Charlotte McMullen                                                                    +44 (0) 7921 881 800

miles@montfort.london / mcmullen@montfort.london

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