Melrose Industries PLC

AGM Information • Apr 30, 2025

National Storage Mechanism | Additional information

RNS Number : 8885G

Melrose Industries PLC

30 April 2025

Melrose Industries PLC

(the "Company" or "Melrose Industries PLC")

1.   Results of Annual General Meeting

Melrose Industries PLC's shareholders today approved each of the resolutions put to the 2025 Annual General Meeting with the exception of Resolution 2 concerning the approval of the Directors' Remuneration Report, which was not passed.

While the Board is pleased that all other resolutions passed with large majorities, we are disappointed that Resolution 2 (an advisory vote) was not passed. The Company, and in particular the Board, takes this feedback very seriously and will continue to engage with shareholders and consider the feedback received. This will inform the Company's future approach to remuneration. We will publish an update on our engagement and any actions taken in accordance with the UK Corporate Governance Code within six months of the 2025 Annual General Meeting.

The tables below set out the results of the poll on all 18 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.

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 2024	1,096,566,260	99.89	1,204,729	0.11	1,097,770,989	86.09%	6,232,918
2.   To approve the Directors' Remuneration Report for the year ended 31 December 2024	317,489,188	34.37	606,304,819	65.63	923,794,007	72.44%	180,209,900
3.   To declare a final dividend of 4.0 pence per ordinary share for the year ended 31 December 2024	1,103,262,742	99.95	532,625	0.05	1,103,795,367	86.56%	208,540
4.   To re-elect Peter Dilnot as a Director of the Company	1,102,702,883	99.91	1,027,313	0.09	1,103,730,196	86.55%	273,711
5.   To re-elect Matthew Gregory as a Director of the Company	1,089,500,482	98.71	14,229,714	1.29	1,103,730,196	86.55%	273,711
6.   To re-elect David Lis as a Director of the Company	982,589,542	89.02	121,138,821	10.98	1,103,728,363	86.55%	275,543
7.   To re-elect Charlotte Twyning as a Director of the Company	1,043,093,404	94.51	60,636,565	5.49	1,103,729,969	86.55%	273,937
8.   To re-elect Heather Lawrence as a Director of the Company	1,097,647,473	99.45	6,081,332	0.55	1,103,728,805	86.55%	275,101
9.   To re-elect Gillian Elcock as a Director of the Company	1,067,186,794	96.69	36,542,440	3.31	1,103,729,234	86.55%	274,672
10.  To elect Chris Grigg as a Director of the Company	1,090,077,484	98.76	13,646,903	1.24	1,103,724,387	86.55%	279,529
11.  To elect Ian Barkshire as a Director of the Company	1,101,401,403	99.79	2,323,781	0.21	1,103,725,184	86.55%	278,723
12.  To re-appoint PricewaterhouseCoopers LLP as auditor of the Company	1,103,662,954	99.99	96,949	0.01	1,103,759,903	86.56%	244,004
13.  To authorise the Audit Committee to determine the auditor's remuneration	1,103,695,436	99.99	73,501	0.01	1,103,768,937	86.56%	234,970
14.  To renew the authority given to Directors to allot shares	1,067,463,594	97.28	29,895,453	2.72	1,097,359,047	86.05%	6,644,860

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***
15.  To give the Directors authority to allot equity securities without application of pre-emption rights	1,094,871,300	99.20	8,884,318	0.80	1,103,755,618	86.56%	248,288
16.  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	1,093,790,987	99.10	9,982,990	0.90	1,103,773,977	86.56%	229,929
17.  To authorise a market purchase of shares	1,081,426,455	98.19	19,928,049	1.81	1,101,354,504	86.37%	2,649,402
18.  To approve the calling of a general meeting other than an Annual General Meeting on no less than 14 days' notice	1,075,021,773	97.39	28,753,733	2.61	1,103,775,506	86.56%	228,401

As at 6:30pm (BST) on 28 April 2025 there were 1,275,197,565 Ordinary Shares of £0.001 in Melrose Industries PLC in issue (excluding treasury shares).

*           Includes discretionary votes

**          Excludes treasury shares

***        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 Wednesday 30 April 2025 concerning items other than ordinary business.  These documents will shortly be available for inspection at:

Melrose Industries PLC

11th Floor

The Colmore Building

20 Colmore Circus Queensway

Birmingham, B4 6AT

Enquiries:

Investor Relations:

Chris Dyett:                                                                             +44 (0) 7974 974 690, ir@melroseplc.net

Media:

Andy Porter / Brunswick :                             +44 (0) 207 404 5959, melrose@brunswickgroup.com

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

RAGURUSRVKUSOAR