XPS Pensions Group PLC Result of AGM

RNS Number : 1303D

XPS Pensions Group PLC

05 September 2024

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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