Volution Group PLC

AGM Information • Dec 10, 2025

National Storage Mechanism | Additional information

RNS Number : 0769L

Volution Group plc

10 December 2025

Wednesday 10 December 2025

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 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
153	General Authority to disapply pre-emption rights	161,689,894	89.81	18,353,457	10.19	1,491	89.81
163	Additional Authority to disapply pre-emption rights	141,946,406	78.95	37,842,076	21.05	256,360	78.95
173	Authority to make market purchase of own shares	179,708,172	99.99	14,014	0.01	322,656	99.99
183	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:

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 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).

5.  Votes received amount to 90.74% 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 2025 together with the Annual Report and Accounts 2025 can be found on the Company's website at: www.volutiongroupplc.com

- ends -

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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