Last checked at 7 Sep 2023 15:30
XPS Pensions Group plc
7 September 2023
XPS Pensions Group plc
Results of Annual General Meeting held on 7 September 2023
XPS Pensions Group plc (the 'Company') announces that at its Annual General Meeting ('AGM') held on 7 September 2023, all the resolutions put to shareholders were passed by the requisite majorities. Resolutions 1 to 14 were passed as ordinary resolutions and Resolutions 15 to 18 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 Director's Report and Accounts for the year ended 31 March 2023 | 192,251,054 | 100.00 | 0 | 0.00 | 192,251,054 | 92.63% |
2 | Declare a final dividend of 5.7 pence per ordinary share | 189,559,850 | 98.60 | 2,691,204 | 1.40 | 192,251,054 | 92.63% |
3 | Approve Directors' Remuneration Report | 162,820,119 | 84.71 | 29,399,220 | 15.29 | 192,219,339 | 92.62% |
5 | Re-elect Alan Bannatyne as a Director | 124,260,785 | 64.64 | 67,970,799 | 35.36 | 192,231,584 | 92.62% |
6 | Re-elect Ben Bramhall as a Director | 165,635,393 | 97.60 | 4,071,774 | 2.40 | 169,707,167 | 81.77% |
7 | Re-elect Paul Cuff as a Director | 165,635,393 | 97.60 | 4,071,774 | 2.40 | 169,707,167 | 81.77% |
8 | Re-elect Aisling Kennedy as a Director | 169,687,697 | 100.00 | 0 | 0.00 | 169,687,697 | 81.76% |
9 | Re-elect Sarah Ing as a Director | 191,700,897 | 99.72 | 530,687 | 0.28 | 192,231,584 | 92.62% |
10 | Re-elect Snehal Shah as a Director | 169,614,984 | 99.96 | 72,713 | 0.04 | 169,687,697 | 81.76% |
11 | Re-elect Margaret Snowdon OBE as a Director | 130,210,798 | 67.73 | 62,040,256 | 32.27 | 192,251,054 | 92.63% |
12 | Re-appoint BDO LLP as Auditors | 190,547,102 | 100.00 | 0 | 0.00 | 190,547,102 | 91.81% |
13 | Authorise Audit & Risk Committee to fix Auditor's remuneration | 192,231,584 | 100.00 | 0 | 0.00 | 192,231,584 | 92.62% |
14 | Authorise the Directors to allot shares | 165,399,481 | 86.04 | 26,832,103 | 13.96 | 192,231,584 | 92.62% |
15 | Authorise the disapplication of pre-emption rights | 166,901,165 | 86.94 | 25,081,719 | 13.06 | 191,982,884 | 92.50% |
16 | Authorise the additional disapplication of pre-emption rights (acquisitions) | 164,493,783 | 85.57 | 27,736,201 | 14.43 | 192,229,984 | 92.62% |
17 | Authorise the Company to purchase own shares | 167,171,350 | 87.34 | 24,229,719 | 12.66 | 191,401,069 | 92.22% |
18 | Authorise the Directors to call general meetings on 14 days' notice | 192,055,356 | 99.91 | 176,228 | 0.09 | 192,231,584 | 92.62% |
As at 12.00pm on Thursday 7 September 2023, 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 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 notes that in respect of resolutions 5 and 11 there was majority support but less than 80% approval. The Company commits to further consultation with shareholders.
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.