Notice of AGM and Annual Report & Accounts

Elementis PLC

26 March 2026

 

26 March 2026

ELEMENTIS PLC

ANNUAL REPORT 2025 AND NOTICE OF ANNUAL GENERAL MEETING 2026

Elementis plc (the "Company") announces that the Annual Report and Accounts for the year ended 31 December 2025, including the Notice of the 2026 Annual General Meeting and form of proxy, are today being made available to shareholders.

The Annual Report has been prepared using the XHTML format with Inline XBRL mark up, as specified in the UK Transparency Directive Regulation and DTR 4.1.

The above documents can be viewed at, or downloaded, from the Company's website at:

https://www.elementis.com/investors/investor-information/results-reports-and-presentations/

https://www.elementis.com/investors/shareholder-information/annual-general-meeting/

A copy of these documents have been uploaded to the National Storage Mechanism and will shortly be available in unedited full text at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Further details on the 2026 Annual General Meeting and the business to be conducted

In addition to the more usual business at the 2026 Annual General Meeting, the Notice of the 2026 Annual General Meeting contains an additional special resolution in connection with the payment of the interim dividend in respect of the six months ended 30 June 2025 of 1.3 cents per share which was paid to shareholders on 26 September 2025 (the "Interim Dividend") and certain purchases of the Company's ordinary shares as part of its share buyback programme during the period commencing on 11 July 2025 and ending on 12 December 2025 (inclusive) (the "Affected Buybacks") (the Interim Dividend and the Affected Buybacks together, the "Relevant Distributions"). The Board has identified that the Relevant Distributions inadvertently did not fully comply with certain procedural requirements under the Companies Act 2006 (the "Act").

At the Annual General Meeting to be held on 29 April 2026, a special resolution (Resolution 20) will be proposed which will, if passed, address the situation and put all parties back in the position they were intended to be had the full technical requirements of the Act been complied with at the time the Relevant Distributions were made, including by authorising the appropriation of the distributable profits of the Company at 31 December 2025 to the payment of the Relevant Distributions, together having a total value of £34,255,341.

The Company has been advised that, as a consequence of the Relevant Distributions having been made otherwise than in accordance with the Act, it may have claims against past and present shareholders who were recipients of the Interim Dividend and against persons who were directors of the Company at the time of payment of the Interim Dividend and at the time the Affected Buybacks were undertaken (the "Relevant Directors"). The Relevant Directors are Maria Ciliberti, Dorothee Anna Deuring, Christopher Harwood Bernard Mills, John Edward O'Higgins, Dr Geertrui Elizabeth Schoolenberg, Christine Helen Soden, Lucas Van Ravenstein and Hin Yong Clement Woon who are current directors of the Company, and Heejae Richard Chae, Ralph Rex Hewins and Lynn Paul Waterman, who are former directors of the Company.

Therefore, it is proposed that the Company enter into: (i) a deed of release in favour of all shareholders who appeared on the register of members on the record date of the Interim Dividend from any and all claims which the Company has or may have in respect of the Interim Dividend; and (ii) a deed of release by which the Company waives any rights to make claims against the Relevant Directors in respect of the Relevant Distributions (the "Directors' Deed of Release").

Related party transactions

If Resolution 20 is passed, the entry by the Company into the Directors' Deed of Release and consequential release of any rights of the Company to make claims against the Relevant Directors in respect of the Relevant Distributions will constitute a related party transaction (as defined in the UK Listing Rules) as each of the Relevant Directors is a related party for the purposes of the UK Listing Rules. However, as required by UK Listing Rule 8.2.1R, the Board has been advised by Deutsche Numis, in its capacity as sponsor to the Company, that (i) the release of claims against the Relevant Directors pursuant to paragraph [20.3] of Resolution 20 and (ii) the entry into the Directors' Deed of Release are fair and reasonable so far as the shareholders of the Company are concerned.

Each of the Relevant Directors are precluded from voting on Resolution 20. Therefore, the Relevant Directors have undertaken to abstain from voting on Resolution 20.

The approach that the Company is proposing by way of Resolution 20 is consistent with the approach taken by other UK incorporated companies whose shares are admitted to the Equity Shares (Commercial Companies) category of the Official List of the FCA and to trading on the Main Market for listed securities of the London Stock Exchange and that have also made corporate distributions otherwise than in accordance with the Act, having failed to comply with the procedural requirement to deliver to Companies House the interim accounts specifically prepared for the purposes of the payment of a dividend or other distributions.

Further details are contained in the Notice of the 2026 Annual General Meeting.

Further enquiries:

Hannah Constantine

Group General Counsel & Company Secretary

020 8148 5966

Deutsche Bank AG is a joint stock corporation incorporated with limited liability in the Federal Republic of Germany, with its head office in Frankfurt am Main where it is registered in the Commercial Register of the District Court under number HRB 30 000. Deutsche Bank AG is authorised under German banking law. The London branch of Deutsche Bank AG is registered in the register of the companies for England and Wales (registration number BR000005) with its registered address and principal place of business at 21 Moorfields, London EC2Y 9DB. Deutsche Bank AG is authorised and regulated by the European Central Bank and the German Federal Financial Supervisory Authority (BaFin). With respect to activities undertaken in the UK, Deutsche Numis is authorised by the Prudential Regulation Authority. It is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority.

Deutsche Bank AG, London Branch (trading for these purposes as Deutsche Numis) ("Deutsche Numis"), is acting exclusively for the Company and no one else in connection with the contents of this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Deutsche Numis nor for providing advice in relation to the this announcement, the contents of this announcement and the accompanying documents or any other matter referred to herein or therein. Neither Deutsche Numis nor any of its group undertakings or affiliates (nor any of its or their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Numis in connection with this announcement, any matter referred to herein or otherwise. No representation or warranty, express or implied, is made by Deutsche Numis as to the contents of this announcement.

 

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