XPS Pensions Group plc
Results of Annual General Meeting held on 5 September 2024
XPS Pensions Group plc (the 'Company') announces that at its Annual General Meeting ('AGM') held on 5 September 2024, all the resolutions put to shareholders were passed by the requisite majorities. Resolutions 1 to 19 were passed as ordinary resolutions and Resolutions 20 to 23 were passed as special resolutions. The results of the polls taken on the resolutions, on which Equiniti, the Company's registrar, acted as scrutineer, are as follows:
| | Resolutions | Votes For | % | Votes Against | % | Total Votes | % of issued share capital voted |
| 1 | Receive the Directors' Report and Accounts for the year ended 31 March 2024 | 172,835,291 | 100.00% | 0 | 0.00% | 172,835,291 | 82.98 |
| 2 | Declare a final dividend of 7.0p per ordinary share | 172,991,679 | 100.00% | 0 | 0.00% | 172,991,679 | 83.06 |
| 3 | Approve the Directors' Remuneration Report for the year ended 31 March 2024 | 138,806,485 | 82.01% | 30,443,717 | 17.99% | 169,250,202 | 81.26 |
| 4 | Approve the XPS Pensions Group Deferred Share Bonus Plan | 143,421,639 | 82.92% | 29,551,987 | 17.08% | 172,973,626 | 83.05 |
| 5 | Increase the cap on fees that can be paid to Non-Executive Directors to £750,000 per annum | 145,067,758 | 83.86% | 27,912,292 | 16.14% | 172,980,050 | 83.05 |
| 6 | Re-elect Alan Bannatyne as a Director | 140,837,832 | 81.43% | 32,110,718 | 18.57% | 172,948,550 | 83.04 |
| 7 | Re-elect Ben Bramhall as a Director | 171,324,632 | 99.05% | 1,650,918 | 0.95% | 172,975,550 | 83.05 |
| 8 | Re-elect Paul Cuff as a Director | 171,324,940 | 99.05% | 1,650,610 | 0.95% | 172,975,550 | 83.05 |
| 9 | Re-elect Sarah Ing as a Director | 171,740,311 | 99.30% | 1,208,239 | 0.70% | 172,948,550 | 83.04 |
| 10 | Elect Imogen Joss as a Director | 172,941,073 | 100.00% | 5,477 | 0.00% | 172,946,550 | 83.04 |
| 11 | Re-elect Aisling Kennedy as a Director | 171,726,294 | 99.29% | 1,222,256 | 0.71% | 172,948,550 | 83.04 |
| 12 | Re-elect Snehal Shah as a Director | 172,972,661 | 100.00% | 2,581 | 0.00% | 172,975,242 | 83.05 |
| 13 | Re-elect Margaret Snowdon OBE as a Director | 142,220,680 | 82.23% | 30,727,870 | 17.77% | 172,948,550 | 83.04 |
| 14 | Elect Martin Sutherland as a Director | 172,941,381 | 100.00% | 5,169 | 0.00% | 172,946,550 | 83.04 |
| 15 | Reappoint BDO LLP as auditor of the Company | 171,001,715 | 98.86% | 1,979,759 | 1.14% | 172,981,474 | 83.05 |
| 16 | Authorise the Audit & Risk Committee to fix the auditor's remuneration | 172,710,993 | 99.84% | 274,378 | 0.16% | 172,985,371 | 83.06 |
| 17 | Authorise the Company to use electronic means to convey information to members | 172,963,559 | 99.99% | 23,120 | 0.01% | 172,986,679 | 83.06 |
| 18 | Authorise the Company to make political donations and to incur political expenditure | 141,994,070 | 82.34% | 30,456,109 | 17.66% | 172,450,179 | 82.80 |
| 19 | Authorise Directors to allot shares within specific limits | 142,286,301 | 83.06% | 29,015,896 | 16.94% | 171,302,197 | 82.25 |
| 20 | Authorise the disapplication of pre-emption rights | 138,617,850 | 80.13% | 34,368,329 | 19.87% | 172,986,179 | 83.06 |
| 21 | Authorise the additional disapplication of pre-emption rights (acquisitions) | 138,400,723 | 80.01% | 34,585,456 | 19.99% | 172,986,179 | 83.06 |
| 22 | Authorise the Company to purchase own shares | 142,911,650 | 82.88% | 29,518,458 | 17.12% | 172,430,108 | 82.79 |
| 23 | Authorise the Directors to call general meetings on 14 days' notice | 172,750,785 | 99.86% | 235,894 | 0.14% | 172,986,679 | 83.06 |
The Company also announces that, in line with the Company's succession plan, Margaret Snowdon has stepped down as Senior Independent Director and Chair of the Remuneration Committee effective as at the close of the AGM. Margaret remains an Independent Non-Executive Director of the Board. Imogen Joss has been appointed as Senior Independent Director and Chair of the Remuneration Committee.
As at 1.00pm on Thursday 5 September 2024, the number of issued shares in the Company was 208,276,267 ordinary shares, which was the total number of shares entitling the holders to attend and vote for or against all the resolutions at the AGM. 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 AGM. 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.
Pursuant to UK Listing Rule 9.6.2, copies of all resolutions, other than those concerning ordinary business, passed at the AGM will be submitted to the UK Listing Authority and will be available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Full details of the resolutions passed, together with explanatory notes, are set out in the Notice of Annual General Meeting which is available at www.xpsgroup.com.
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