Stelrad : Resolutions passed at 2024 AGM

No. 13670010

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

RESOLutions

OF

STELRAD GROUP PLC

(Passed on 22 May 2024)

At the Annual General Meeting of Stelrad Group plc (the "Company"), duly convened and held at Investec Bank plc, 30 Gresham Street, London EC2V 7QP on Wednesday, 22 May 2024 at 4:00pm, the following resolutions were passed as an ordinary resolution and special resolutions:

ORDINARY RESOLUTIONS

Authority to Allot Ordinary Shares

15. To authorise the Directors, in accordance with section 551 of the Companies Act 2006 (the Act), to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company:

a. up to an aggregate nominal amount of £42,450.85; and

b. up to a further aggregate nominal amount of £42,450.85 provided that

i. they are equity securities (within the meaning of section 560(1) of the Act; and

ii. they are offered by way of a rights issue to holders of Ordinary Shares on the register of members at such record date as the Directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of Ordinary Shares held by them on any such record date and to other holders of equity securities entitled to participate therein, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter. This authority shall continue for the period ending on the date of the annual general meeting in 2025 (or, if earlier, at the close of business on 22 August 2025), provided that the Directors shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or such rights to be granted after such expiry and the Company may allot shares and grant rights pursuant to any such offer or agreement as if this authority had not expired.

SPECIAL RESOLUTIONS

Authority to Disapply Pre-emption Rights

16. That subject to the passing of resolution 15 above, the Directors of the Company be and are hereby empowered, until the conclusion of the Period of Authority, pursuant to section 570 of the Companies Act 2006 (the "Act") to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred upon them under resolution 15 above as if section 561 of the Act did not apply to any such allotment and pursuant to section 573 of the Act to allot equity securities (within the meaning of section 560 of the Act) held by the Company as treasury shares (within the meaning of section 724(5) of the Act) for cash as if section 561 of the Act did not apply to any such allotment, provided that this power shall be limited to:

a. the allotment of equity securities in connection with a rights issue, open offer or any other offer in favour of holders of Ordinary Shares (within the meaning of section 560 of the Act) and any other persons entitled to participate in such issue or offering where the equity securities respectively attributable to the interests of such holders and persons are proportionate (as nearly as may be) to the respective numbers of Ordinary Shares held by or deemed to be held by them on the record date of such allotment, subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems arising under the laws or requirements of any territory or the requirements of any regulatory authority or any stock exchange;

b. the allotment of equity securities (otherwise than pursuant to sub-paragraph (a) above) up to an aggregate nominal amount equal to the sum of £6,367.627, and in respect of any such allotment, on terms that the shares constituting the equity securities allotted or for or into which the equity securities allotted give a right to subscribe or convert (as the case may be) shall be subscribed for or issued or sold (as the case may be) at a price per share not less than the net asset value per share calculated pursuant to the Articles of Association of the Company as at the Calculation Date (as defined in the Articles of Association of the Company) immediately preceding the issue (or sale) of such shares; save that the Company may, before the expiry of the Period of Authority, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

Additional Authority to Disapply Pre-emption Rights for Purposes of Acquisitions or Capital Investments

17. If resolution 15 is passed, and in addition to the power conferred by resolution 16, to authorise the Directors pursuant to section 570 and section 573 of the Companies Act 2006, to allot equity securities (within the meaning of section 560 of that Act) for cash pursuant to the authority conferred by resolution 15 and by way of a sale of treasury shares as if section 561(1) of that Act did not apply to any such allotment provided that this power shall:

a. be limited to the allotment of equity securities or sale of treasury shares to any person or persons up to an aggregate nominal amount of £6,367.627; and

b. only be used for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the 2015 Statement of Principles on disapplying pre-emption rights published by the Pre-Emption Group. This authority shall continue for the same period as the authority conferred by resolution 16, provided that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities pursuant to any such offer or agreement as if this authority had not expired.

Authority to Purchase the Company's Own Shares

18. That, the Company is hereby generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of Ordinary Shares of £0.001 each in the capital of the Company provided that:

i. the maximum number of Ordinary Shares hereby authorised to be purchased is 12,735,255;

ii. the minimum price (exclusive of expenses) which may be paid for an ordinary share is £0.001 per share;

iii. the maximum price (exclusive of expenses) which may be paid for an ordinary share is, in respect of an ordinary share contracted to be purchased on any day, the higher of (a) an amount equal to 105% of the average of the middle market quotations of an ordinary share of the Company derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased and (b) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out;

iv. the authority hereby conferred shall expire at the close of the AGM in 2025 or 15 months from the date of this resolution (whichever is earlier) (unless previously renewed, varied or revoked by the Company in a general meeting); and

v. during the relevant period the Company may make a contract to purchase ordinary shares under this authority prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of ordinary shares in pursuance of any such contract as if the authority had not expired.

Notice of General Meetings, other than Annual General Meetings

19. To authorise the calling of general meetings of the Company (not being an annual general meeting) by notice of at least 14 clear days.

Computershare Company Secretarial Services Limited

Company Secretary

3