25 April 2024
XP Power Limited
("XP Power" or "the Company")
Result of Annual General Meeting
The Annual General Meeting of XP Power Limited was held at 19 Tai Seng Avenue,
#07-01, Singapore 534054 on 25 April 2024, commencing at 5.00 p.m. Singapore
time. All resolutions were unanimously passed by a show of hands.
For information, the following table shows the total votes cast by proxy
voting on the resolutions that were put to the meeting. The total number of
ordinary shares in issue is 23,681,754 (excluding shares held in treasury).
Resolution number Resolution description In Favour Against Withheld
Votes %age Votes %age Votes
1 To receive the reports and audited accounts for the year ended 31 December 2023 16,361,368 99.99 28 0.01 25,000
2 To re-elect Polly Williams as a Director 16,326,368 99.63 60,028 0.37 0
3 To re-elect Sandra Breene as a Director 16,326,368 99.63 60,028 0.37 0
4 To re-elect Amina Hamidi as a Director 16,326,368 99.63 60,028 0.37 0
5 To re-elect Gavin Griggs as a Director 16,326,368 99.63 60,028 0.37 0
6 To re-elect Jamie Pike as a Director 16,301,270 99.48 85,126 0.52 0
7 To re-elect Pauline Lafferty as a Director 16,010,806 97.71 375,590 2.29 0
8 To re-elect Andy Sng as a Director 15,867,780 99.62 60,407 0.38 0
9 To re-elect Matt Webb as a Director 15,867,780 99.62 60,407 0.38 0
10 To reappoint PwC LLP as Auditor of the Company 16,280,071 99.35 106,325 0.65 0
11 To authorise the Directors to determine the Auditor's remuneration 16,385,939 99.99 457 0.01 0
12 To receive and adopt the Directors' Remuneration Report for the year ended 31 December 2023 14,903,242 90.95 1,483,154 9.05 0
13 To approve the Directors' fees of up to £600,000 16,325,089 99.63 61,307 0.37 0
14 To authorise the Directors to allot shares up to two thirds of the Company's issued share capital 12,416,574 75.89 3,944,822 24.11 25,000
15 To authorise the Directors to allot ordinary shares on a non pre-emptive basis 16,224,579 99.01 161,817 0.99 0
16 To authorise the Directors to allot ordinary shares on a non pre-emptive basis for acquisitions or capital investments 14,293,280 87.23 2,093,116 12.77 0
17 To authorise the Company to purchase its own shares 16,300,781 99.48 85,565 0.52 50
The Board notes that Resolution 14, the authority for the Directors to allot
shares up to two thirds of the Company's issued share capital, was passed with
24.11% of votes cast against. The Company intends to consult with shareholders
to understand the reasons behind this outcome.
An update on the engagement with shareholders on Resolution 14, and on any
action taken as a result, will be published within six months of today's AGM,
in accordance with the UK Corporate Governance Code.
Notes:
1. Resolutions 1 to 14 (inclusive) were passed as ordinary resolutions and
resolutions 15 to 17 (inclusive) were passed as special resolutions. The full
text of the resolutions is set out in the Notice of Annual General Meeting, a
copy of which is on the Company's website
https://corporate.xppower.com/investors/general-meetings and has also been
made available for inspection through the National Storage Mechanism which can
be found at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
2. The total votes cast amounted to 16,386,396, representing 69.19 per cent of
the Company's issued share capital (excluding shares held in treasury).
3. Any proxy appointments which gave discretion to the Chairman have been
included in the "Votes In Favour" total.
4. A "Vote Withheld" is not a vote in law and is not counted in the
calculation of the proportion for the "Votes In Favour" and "Votes Against" a
resolution.
Enquiries:
XP Power
Ruth Cartwright, Company Secretary +44 (0)118 984 5515
Citigate Dewe Rogerson
Kevin Smith/Lucy Gibbs +44 (0)207 638 9571
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