REG-XP Power Ltd: Result of AGM

XP PowerAnnouncement

24/04/2025 12:00

24 April 2025

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 24 April 2025, commencing at 5.00 p.m. Singapore
time. All of the resolutions were voted upon by poll and were approved by
shareholders, with the exception of Resolution 13, the advisory vote on the
Directors' Remuneration Report which was not passed.

The total number of ordinary shares in issue is 27,932,178 (excluding shares
held in treasury). The results of the poll for each resolution are as follows:

 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 2024                                         21,589,277  99.93%    14,163      0.07%     85,830     
 2                  To re-elect Jamie Pike as a Director                                                                                    16,827,562  77.80%    4,801,146   22.20%    60,562     
 3                  To re-elect Gavin Griggs as a Director                                                                                  17,993,090  84.51%    3,298,618   15.49%    397,562    
 4                  To re-elect Pauline Lafferty as a Director                                                                              18,842,223  87.12%    2,785,735   12.88%    61,312     
 5                  To re-elect Matt Webb as a Director                                                                                     18,959,090  87.66%    2,669,618   12.34%    60,562     
 6                  To re-elect Andy Sng as a Director                                                                                      18,958,340  87.65%    2,670,368   12.35%    60,562     
 7                  To re-elect Amina Hamidi as a Director                                                                                  18,958,340  87.66%    2,669,618   12.34%    61,312     
 8                  To re-elect Sandra Breene as a Director                                                                                 18,958,317  87.66%    2,669,641   12.34%    61,312     
 9                  To re-elect Polly Williams as a Director                                                                                18,932,081  87.54%    2,695,877   12.46%    61,312     
 10                 To re-elect Daniel Shook as a Director                                                                                  21,586,967  99.81%    40,991      0.19%     61,312     
 11                 To reappoint PwC LLP as Auditor of the Company                                                                          21,382,151  99.11%    191,479     0.89%     115,640    
 12                 To authorise the Directors to determine the Auditor's remuneration                                                      21,622,708  99.70%    66,057      0.30%     505        
 13                 To receive and adopt the Directors' Remuneration Report for the year ended 31 December 2024                             9,751,317   48.38%    10,404,802  51.62%    1,533,151  
 14                 To approve the Directors' fees of up to £600,000                                                                        21,611,311  99.64%    77,355      0.36%     604        
 15                 To authorise the Directors to allot shares up to two thirds of the Company's issued share capital                       16,233,097  74.85%    5,455,668   25.15%    505        
 16                 To authorise the Directors to allot ordinary shares on a non pre-emptive basis                                          21,511,497  99.18%    177,268     0.82%     505        
 17                 To authorise the Directors to allot ordinary shares on a non pre-emptive basis for acquisitions or capital investments  20,532,251  94.67%    1,156,514   5.33%     505        
 18                 To authorise the Company to purchase its own shares                                                                     21,614,377  99.93%    14,388      0.07%     60,505     

 

Whilst the Board is pleased that all other resolutions were passed with large
majorities, the Board notes that Resolution 2, the re-appointment of Jamie
Pike was passed with 22.20% of votes cast against, Resolution 13, the advisory
vote on the Remuneration Report was not passed with 51.62% of votes cast
against and Resolution 15, the authority for the Directors to allot shares up
to two thirds of the Company's issued share capital was passed with 25.15% of
votes cast against. The Company takes the outcome of shareholder votes
extremely seriously and will engage with shareholders to fully understand
their concerns in relation to the number of votes recorded not in favour of
resolutions 2, 13 and 15 to ensure their feedback continues to inform the
Company's approach to governance and remuneration matters. An update on the
engagement with shareholders 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 12 and 14 to 15 (inclusive) were passed as ordinary
resolutions and resolution 13 was not passed as an ordinary resolution.
Resolutions 16 to 18 (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 21,688,765, representing 77.65 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  
                                                          
 CDR                                                      
 Kevin Smith/Lucy Gibbs              +44 (0)207 638 9571  

 



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