Stelrad : Notice of 2023 Annual General Meeting

Notice of Stelrad Group plc Annual General Meeting 2023

The Stelrad Group plc Annual General Meeting will be held at

Investec Bank plc, 30 Gresham Street, London EC2V 7QP, at 4:00pm on Monday 22 May 2023

This is an important document and requires your immediate attention.

If you are in any doubt about the action you should take, you should consult an independent financial adviser. If you have recently sold or transferred your shares in Stelrad Group plc you should forward this document to your bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Registered office of Stelrad Group plc is 69-75 Side, Newcastle Upon Tyne, Tyne and Wear, United Kingdom NE1 3JE

Registered in England and Wales No. 13670010

NOTICE OF ANNUAL GENERAL MEETING 2023

Letter from the Chairman of Stelrad Group plc

Dear Shareholders

I am pleased to invite you to the second Annual General Meeting ("AGM") of Stelrad Group plc (the "Company") to be held on Monday, 22 May 2023 at 4.00 pm at Investec Bank Plc, 30 Gresham Street, London EC2V 7QP.

The Notice of Meeting, which follows this letter, sets out the business to be considered at the meeting. Explanatory notes on each resolution to be considered at the AGM are set out on pages 5 to 8 of this document. The resolutions are being proposed as ordinary resolutions and will be passed if more than 50% of the votes cast are in favour, with exception of Resolutions 16 to 19 which will be proposed as special resolutions and will be passed if at least 75% of the votes cast are in favour.

All Directors will stand for re-election at the AGM, in line with the provisions of the UK Corporate Governance Code. Full biographies of each Director standing for re-election can be found on pages 5 to 6 of the Notice of Meeting. The Board considers each Director to be fully effective and committed to their roles and recommends all the Directors for election.

The Group's strong financial results led the Board to recommend a final dividend of 4.72 pence per share for the year ended 31 December 2022. Further details can be found on page 5 of the Notice of Meeting.

We look forward to welcoming as many shareholders as possible in person to the AGM, at which shareholders will have the opportunity to speak to and vote on the resolutions being put to the AGM. Voting at the AGM will be conducted by way of a poll.

If you are not able to attend the AGM but wish to cast your vote on the resolutions, it is important that you complete your proxy vote online athttps://www.eproxyappointment.com/. CREST members may use the CREST electronic proxy appointment service to submit their proxy appointment in respect of the AGM as detailed on pages 9 and 10 of this Notice.

Please note that, to be valid, all forms of proxy and appointments must be received by 4:00 pm on 18 May 2023. If I am appointed as proxy, I will, of course, vote in accordance with any instructions given to me. If I am given discretion as to how to vote, I will vote in favour of each of the resolutions to be proposed at the AGM. The completion of an appointment of proxy does not preclude you from attending and voting in person at the AGM should you decide to do so.

The results of the AGM will be notified to the London Stock Exchange and posted on our website,https://stelradplc.com/ as soon as possible after the AGM, along with details of the business conducted at the AGM.

Please visit our website,https://stelradplc.com/, which provides more information about the Company including:

•  The 2022 Annual Report and Financial Statements

•  The Notice of Annual General Meeting

•  Company regulatory announcements and governance documents

The Board considers that each resolution to be proposed at the AGM is in the best interests of the shareholders as a whole and recommends that shareholders vote in favour of all resolutions, as the Directors intend to do in respect of their own shareholdings, which amount in aggregate to 20,064,753 shares representing approximately 15.76% of the existing issued ordinary share capital of the Company.

Yours faithfully

Bob Ellis Chair

Notice of Annual General Meeting

Notice is hereby given that the second Annual General Meeting ('AGM') of Stelrad Group plc (the "Company") will be held at 4:00 pm on Monday 22 May 2023 at Investec Bank plc, 30 Gresham Street, London EC2V 7QP. You will be asked to consider and, if thought fit, pass the following resolutions below.

Resolutions 1 to 15 will be proposed as ordinary resolutions. For an ordinary resolution to be passed, a simple majority of the votes cast must be in favour of the resolution. Resolutions 16 to 19 will be proposed as special resolutions. For a special resolution to be passed, at least 75% of the votes cast must be in favour of the resolution.

Ordinary resolutions

Resolution 1

To receive the Company's Annual Report and audited financial statements for the period ended 31 December 2022.

Resolution 2

To receive and approve the Directors' Remuneration Report for the period ended 31 December 2022.

Resolution 3

To declare a final dividend of 4.72p per Ordinary Share for the year ended 31 December 2022.

Resolution 4

To re-elect Bob Ellis as a Director.

Resolution 5

To re-elect Trevor Harvey as a Director.

Resolution 6

To re-elect George Letham as a Director.

Resolution 7

To re-elect Terry Miller as a Director.

Resolution 8

To re-elect Nicola Bruce as a Director.

Resolution 9

To re-elect Martin Payne as a Director.

Resolution 10

To re-elect Edmund Lazarus as a Director.

Resolution 11

To re-elect Nicholas Armstrong as a Director.

Resolution 12

To re-appoint PricewaterhouseCoopers LLP as auditors of the Company (the "Auditor"), to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting of the Company at which the Company's financial statements are laid.

Resolution 13

To authorise the Audit & Risk Committee to determine the remuneration of the Auditor.

Resolution 14

To authorise, for the purposes of Part 14 of the Companies Act 2006, the Company and all companies which are, at any time during the period for which this resolution has effect, subsidiaries of the Company:

• a. to make political donations to political parties or independent electoral candidates, not exceeding £100,000 in total;

• b. to make political donations to political organisations other than political parties, not exceeding £100,000 in total; and

• c. to incur political expenditure, not exceeding £100,000 in total in each case, as such terms are defined in Part 14 of the Companies Act 2006,

provided that the aggregate amount of any such donations and expenditure shall not exceed £100,000 during the period beginning with the date of the passing of this resolution and ending at the conclusion of the Annual General Meeting of the Company to be held in 2024.

Resolution 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.

ii.

they are equity securities (within the meaning of section 560(1) of the Act; and 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 2024 (or, if earlier, at the close of business on 22 August 2024), 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.

NOTICE OF ANNUAL GENERAL MEETING 2023

Special resolutions

Resolution 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.

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.

Resolution 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 2024 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

• iv. 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.

Resolution 19
To authorise the calling of general meetings of the Company
Resolution 17
If resolution 15 is passed, and in addition to the power	(not being an annual general meeting) by notice of at least 14
conferred by resolution 16, to authorise the Directors pursuant	clear days.
to section 570 and section 573 of the Companies Act 2006, to
allot equity securities (within the meaning of section 560 of	By Order of the Board
that Act) for cash pursuant to the authority conferred by
resolution 15 and by way of a sale of treasury shares as if section	For and on behalf of
561(1) of that Act did not apply to any such allotment provided	Computershare Company Secretarial Services Limited
that this power shall:	Secretary
a. be limited to the allotment of equity securities or sale of	13 March 2023
treasury shares to any person or persons up to an
aggregate nominal amount of £6,367.627; and	Registered office: 69-75 Side, Newcastle Upon Tyne, Tyne and
Wear, United Kingdom, NE1 3JE

Explanation of the resolutions

Resolution 1 - Report and Accounts

The Board presents the Annual Report and Financial Statements of the Company for the year ended 31 December 2022.

Resolution 2 - Directors' Remuneration Report

The Directors' Remuneration Report can be found on pages 70 to 83 of the Company's Annual Report and Financial Statements for the year ended 31 December 2022.

The vote on the Directors' Remuneration Report is advisory in nature and therefore not binding on the Company.

Resolution 3 - Final Dividend

The Board proposes a final dividend of 4.72 pence per share in respect of the year ended 31 December 2022. If approved, the recommended final dividend will be paid on 26 May 2023 to all Ordinary Shareholders who are on the register of members on 28 April 2023. The shares will be marked ex-dividend on 27 April 2023.

Resolutions 4-11 - Election of directors

In accordance with the Company's Articles of Association and the UK Corporate Governance Code 2018, all Directors will retire and stand for re-election at the AGM. Resolutions 4 - 11 (inclusive) propose their re-election by the Company's shareholders.

The Nomination Committee has reviewed the independence of Terry Miller, Nicola Bruce and Martin Payne and determined that they are all independent in character and judgement and there are no relationships or circumstances which are likely to affect their judgement.

Bob Ellis has, in the past, held and continues to hold various positions with portfolio companies owned by affiliates of The Bregal Fund III L.P. acting by its general partner Bregal General Partner III Jersey LP acting by its general partner Bregal Capital General Partner Jersey Limited (the "Bregal"), the Company's major shareholder, and was initially appointed as a Non-Executive Director of the Group in 2009. By virtue of holding these positions with portfolio companies owned by affiliates of the Major Shareholder and taking into account Mr. Ellis's tenure as a Non-Executive Director, the Board does not consider that the Chair should be viewed as being independent on appointment by reference to the independence criteria set out in the Corporate Governance Code. However, in view of the Chair's involvement with the Group over the last 13 years, and as Chair since 2013, the Board considers that he has made a major contribution to the Group's growth and success and is unanimously of the opinion that his continued involvement as Chair will help to ensure the ongoing success of the Company.

Edmund Lazarus and Nicholas Armstrong were appointed under the terms of the Relationship agreement with The Bregal Fund III LP and are therefore considered not independent.

The Nomination has also reviewed and concluded that each Non-Executive Director possesses the necessary mix of skills and experience to continue to contribute effectively to the Company's long-term sustainable success. Further, notwithstanding their other appointments, the Board is satisfied that each Non-Executive Director is able to commit sufficient and appropriate time to their Board responsibilities.

All Directors are recommended by the Board for re-election.

As at 13 March 2023, Bregal held 49.6% of the total voting rights of the Company. Consequently, under the UK Listing Rules, the Bregal is classed as a "controlling shareholder" of the Company (i.e a shareholder that controls more than 30% of the votes at a General Meeting of the Company). The Company's independent Non-Executive Directors seeking election at the AGM are therefore subject to rule 9.2.2E of the UK Listing Rules requiring that such election must be approved by a majority vote of both the independent shareholders (i.e. shareholders of the Company, other than Bregal, who are entitled to vote on the election of Directors), and the shareholders as a whole.

_______________________________________________________________

Bob Ellis - Chair

Bob Ellis is a Director and the Chair of the Board and joined the Group in August 2009.

Skills and experience

Mr Ellis has a strong financial background with significant experience in operational restructuring and has also worked with various, companies with private equity ownership, across a number of sectors, including the retail, manufacturing and construction sectors.

External appointments

Mr Ellis currently holds directorships on the board of Whittan Group as chair of the board and remuneration and audit committees and the board of Reconomy as chair of the board and remuneration and audit committees.

_______________________________________________________________

Trevor Harvey - Chief Executive Officer

Trevor Harvey is the Chief Executive Officer of the Group and joined the Group in January 2000.

Skills and experience

Prior to joining the Group, Mr Harvey held management positions as managing director of Myson Radiators and managing director of Myson Heat Emitters, both of which operate within the radiator and heat emitter sector. Trevor studied at the University of Newcastle upon Tyne and graduated with a BSc (Hons) in Mechanical Engineering.

External appointments

Mr Harvey is currently a director of ISG Boiler Holdings Limited, a holding company whose subsidiaries are engaged in the manufacture and distribution of boilers, and has held this position since January 2002.