Last checked at 14 Sep 2018 07:00
XPS Pensions Group plc
Results of Annual General Meeting held on 13 September 2018
XPS Pensions Group plc (the 'Company') announces that at its Annual General Meeting ('AGM') held on 13 September 2018, all the resolutions put to shareholders were passed by the requisite majorities. Resolutions 1 to 15 were passed as ordinary resolutions and Resolutions 16 to 20 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:
| RESOLUTION | VOTES FOR | % | VOTES AGAINST | % | TOTAL VOTES | % OF ISSUED SHARE CAPITAL | VOTES WITHHELD |
1. | Receive Directors' Report and Accounts for the year ended 31 March 2018 | 194,341,412 | 99.12 | 1,725,444 | 0.88 | 196,066,856 | 96.18% | 0 |
2. | Declare a final dividend of 4.2 pence per ordinary share | 196,066,857 | 100.00 | 0 | 0.00 | 196,066,857 | 96.18% | 0 |
3. | Approve Directors' Remuneration Report | 155,472,501 | 79.99 | 38,886,746 | 20.01 | 194,359,247 | 95.34% | 1,707,609 |
4. | Elect Tom Cross Brown as a Director | 191,670,127 | 97.78 | 4,358,659 | 2.22 | 196,028,786 | 96.16% | 38,070 |
5. | Elect Alan Bannatyne as a Director | 194,307,769 | 99.99 | 17,835 | 0.01 | 194,325,604 | 95.32% | 1,741,252 |
6. | Elect Margaret Snowdon OBE as a Director | 196,066,857 | 100.00 | 0 | 0.00 | 196,066,857 | 96.18% | 0 |
7. | Elect Ben Bramhall as a Director
| 196,066,857 | 100.00 | 0 | 0.00 | 196,066,857 | 96.18% | 0 |
8. | Elect Paul Cuff as a Director | 196,066,857 | 100.00 | 0 | 0.00 | 196,066,857 | 96.18% | 0 |
9. | Elect Mike Ainslie as a Director | 196,066,857 | 100.00 | 0 | 0.00 | 196,066,857 | 96.18% | 0 |
10. | Elect Jonathan Bernstein as a Director | 196,035,319 | 99.98 | 31,538 | 0.02 | 196,066,857 | 96.18% | 0 |
11. | Elect Jonathan Punter as a Director | 193,672,437 | 99.12 | 1,725,444 | 0.88 | 195,397,881 | 95.85% | 668,975 |
12. | Elect John Batting as a Director | 193,672,437 | 99.12 | 1,725,444 | 0.88 | 195,397,881 | 95.85% | 668,975 |
13. | Re-appoint BDO LLP as Auditors | 194,359,247 | 99.13 | 1,707,609 | 0.87 | 196,066,856 | 96.18% | 0 |
14. | Authorise Audit & Risk Committee to fix Auditor's remuneration | 196,066,857 | 100.00 | 0 | 0.00 | 196,066,857 | 96.18% | 0 |
15. | Authorise the Directors to allot shares | 196,066,857 | 100.00 | 0 | 0.00 | 196,066,857 | 96.18% | 0 |
16. | Authorise the disapplication of pre-emption rights | 196,066,857 | 100.00 | 0 | 0.00 | 196,066,857 | 96.18% | 0 |
17. | Authorise the additional disapplication of pre-emption rights (acquisitions) | 194,341,412 | 99.12 | 1,725,444 | 0.88 | 196,066,856 | 96.18% | 0 |
18. | Authorise the Company to purchase own shares | 194,341,412 | 99.12 | 1,725,444 | 0.88 | 196,066,856 | 96.18% | 0 |
19. | Authorise the Directors to call general meetings on 14 days' notice | 186,784,380 | 95.27 | 9,282,477 | 4.73 | 196,066,857 | 96.18% | 0 |
20. | Approve matters relating to the interim dividend of 2.1 pence per ordinary share paid on 8 February 2018 | 192,443,865 | 100.00 | 0 | 0.00 | 192,443,865 | 94.40% | 3,622,992 |
As at 2.00pm on 11 September 2018, the number of issued shares in the Company was 203,863,009 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.
The Board acknowledges that 20.01% of the votes cast were against resolution no.3 to approve the Directors' Remuneration Report. The salary increase for four of the five executive directors (albeit being within the limits set out in the Directors' Remuneration Policy) and John Batting's pension and annual bonus caused concern for some of the Company's shareholders and certain voting guidance services. Margaret Snowdon, the Chair of the Remuneration Committee, confirmed in the Directors' Remuneration Report that she would be meeting the Company's largest shareholders in the Autumn.
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 National Storage Mechanism and will be available to view at www.morningstar.co.uk/uk/NSM.
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. The AGM voting results will also be available to view on the Company's website.
Enquiries:
Martin Smith, Prism Cosec
+44 (0) 7775 836518