XPS Pensions Group plc

7 March 2024

XPS Pensions Group plc

Results of General Meeting held on 7 March 2024

XPS Pensions Group plc (the 'Company') announces that at its General Meeting ('GM') held on 7 March 2024, the resolution put to shareholders was passed by the requisite majority. The resolution was passed as an ordinary resolution. The result of the poll taken on the resolution, on which Equiniti, the Company's registrar, acted as scrutineer, is as follows:

As at 12.00pm on Thursday 7 March 2024, the number of issued shares in the Company was 207,544,975 ordinary shares, which was the total number of shares entitling the holders to attend and vote for or against all the resolutions at the GM. In accordance with the Company's Articles of Association, on a poll every member present in person or by proxy has one vote for every share held.

There were no restrictions on shareholders to cast votes on any of the resolutions proposed at the GM. Votes withheld are not votes in law and therefore have not been counted in the calculation of the proportion of the votes for or against a resolution.

Full details of the resolution passed, together with explanatory notes, are set out in the Notice of General Meeting which is available at www.xpsgroup.com.

At the Company's 2023 Annual General Meeting (the 'AGM'), there was strong support for the Directors' Remuneration Report reflecting the application of the 2020 Directors' Remuneration Policy. As announced on 5 September 2023, resolution 4 (the approval of the Directors' Remuneration Policy 2023) was withdrawn ahead of the AGM, to enable the Committee to engage further with shareholders. The Remuneration Committee have since undertaken an extensive consultation with the Company's 20 largest shareholders, covering c.85% of the Company's issued share capital, and key proxy advisory firms. An updated policy was approved at the GM today. This policy is effectively a continuation of the previously approved policy, introducing an element of bonus deferral in line with evolving market practice, reflecting that the overwhelming majority of shareholders consulted felt that the existing policy was appropriate. The Board acknowledges that 19.46% of the Group's total issued share capital was voted against the resolution and recognises that a small number of shareholders have differing views. The Board would like to thank those shareholders that have participated in consultation and will continue to engage as appropriate in the future.

Following the AGM in September, during which resolutions 5 (the re-election of Alan Bannatyne, Chairman) and 11 (the re-election of Margaret Snowdon, Non-Executive Director and Remuneration Committee Chair) received below 80% support, the Company has appointed two additional Independent Non-Executive Directors and continued to engage with shareholders regarding Board composition. The Board also notes that the Company complies with all aspects of the UK Corporate Governance Code.