On 25 September 2026, the Board of Directors (the “Board”) of Sanderson Design Group PLC received a requisition notice (the “Requisition”) under section 303 of the Companies Act 2006 from Ropemaker Nominees Limited, a wholly owned subsidiary of Liberum Wealth Limited, as the registered shareholder on behalf of LBV Actio Limited (“LBV”), in respect of 8,566,432 ordinary shares of 1p each, representing approximately 11.854% of the Company’s 72,264,620 issued ordinary shares requesting the Company’s board of directors (the “Board”) to convene a general meeting (the “Requisitioned GM”) under section 303 of the Companies Act 2006, as amended (the “Act”).

The Notice sets out two resolutions to be proposed at the Requisitioned GM, being:

1. pursuant to section 168 of the Act, Dame Dianne Thompson be and is hereby removed as a director of the Company with immediate effect.
2. pursuant to the Company’s articles of association, and section 154 of the Act, Mr Stephen Brooke be and is hereby appointed as a director of the Company with immediate effect.

Please click here to download the notice of the meeting

For the reasons set out below and in the circular, your Board unanimously recommends that you VOTE AGAINST ALL the Resolutions proposed.

1. The current leadership has established a platform for growth and is delivering clear strategic progress.

Under Dame Dianne Thompson’s stewardship as Chair, the Group has transformed from siloed operations to a unified structure that is delivering sustainable, higher-margin growth. Having navigated COVID-19 and the inflationary impact of the Ukraine War, the Group is delivering improved profitability (up 22% in FY26 and 50% in H1 FY27) and stronger cash generation. The Board has full confidence in the Group’s strategy, brands, design archive, people and balance sheet to drive continued profitable growth and create value for all Shareholders.

1. The Resolutions risk unnecessary disruption at a critical stage of the Group’s progress.

The Board firmly believes the immediate removal of the Chair and appointment of an additional Director could jeopardise the Group’s strategic momentum at a time of significantly improving performance. LBV has not proposed an alternative strategy or sought changes to executive management, and has also failed to demonstrate how its proposals would improve performance or Shareholder returns. The Board therefore questions the underlying rationale for the proposed changes and whether they serve the long-term interests of all Shareholders.

1. An orderly Chair succession process is already in place, providing continuity and safeguarding Shareholder interests.

The Board has existing plans in place to commence the search for Dame Dianne’s successor in January 2027, as noted in its Nomination Committee meeting minutes in December 2024. This orderly approach allows for a rigorous assessment of suitably qualified candidates and an effective transition, while preserving strategic continuity. Dame Dianne’s leadership experience across major consumer businesses remains highly relevant to the Group, and the Board has full confidence in her continued contribution throughout this process.

1. The current Board has the requisite expertise and independence, neither of which has been clearly established for LBV’s nominee.

The Board comprises an experienced and well-rounded team with the skills, independence and judgement required to oversee the Group’s strategy and provide effective challenge. Mr Brooke’s experience is predominantly in industrial technology, cleantech, water and energy. He does not have recent listed-company board experience or experience in premium consumer brands, interiors, licensing or US distribution, which are central to the Group’s strategy.

1. The Board believes formal assessment is necessary to verify Mr Brooke’s independence and suitability.

Mr Brooke’s disclosed shareholding interest in LBV shares raises legitimate questions about his independence. LBV has neither demonstrated that he addresses a Board skills gap nor explained how he was selected or his independence assessed. The Board is open to reviewing its composition but believes appointments must support the Group’s ambitions and follow a robust and transparent process. Contrary to LBV’s stated objectives, Mr Brooke’s appointment and removal of the existing independent Chair would reduce Board independence to below 50%.

In the Board’s view, the removal of the Chair at the instigation of a single shareholder, coupled with the simultaneous appointment of that shareholder’s own nominee, would not serve the interests of shareholders as a whole.

The Board firmly believes that the Resolutions proposed at the General Meeting are not in the best interests of Shareholders as a whole and, as such, the Board is unanimously recommending that you VOTE AGAINST both Resolutions at the General Meeting.