REG-XP Power Ltd: Result of Annual General Meeting

XP PowerAnnouncement

21/04/2020 11:25

21 April 2020

XP Power Limited

(“XP Power” or “the Company”)

Result of Annual General Meeting

The Annual General Meeting of XP Power Limited was held at 401 Commonwealth
Drive, Haw Par Technocentre, Lobby B, #02-02, Singapore 149598 on 21 April
2020, commencing at 5.00 p.m. Singapore time.

As set out in the Company’s trading update released on 3 April 2020, the
Board decided to withdraw Resolution 2, to approve the final dividend for 2019
of 36 pence per share. A resolution was tabled at the start of today’s
Annual General Meeting to withdraw this resolution which was passed
unanimously by a show of hands. All other resolutions were unanimously passed
by a show of hands.

The total cash outflow from the 2019 final dividend was expected to be £6.9
million. The Group pays a quarterly dividend and understands the importance of
dividends to shareholders. We intend to resume payments as soon as possible.

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
shares in issue was 19,442,296.

 Resolution number                         Resolution description                          In Favour            Against           Withheld    
                                                                                             Votes       %       Votes       %      Votes     
         1          To receive and adopt the reports and audited accounts                 14,339,205   99.99%       1,784  0.01%     14,327   
         3          To re-elect Gavin Griggs                                              14,353,910   99.99%       1,407  0.01%          0   
         4          To re-elect Duncan Penny                                              14,355,317  100.00%           0  0.00%          0   
         5          To re-elect Polly Williams                                            14,164,911   98.67%     190,406  1.33%          0   
         6          To re-elect James Peters                                              13,981,935   97.40%     373,381  2.60%          0   
         7          To re-elect Terry Twigger                                             14,179,238   98.77%     176,079  1.23%          0   
         8          To re-elect Andy Sng                                                  14,353,910   99.99%       1,407  0.01%          0   
         9          To re-elect Pauline Lafferty                                          14,355,317  100.00%           0  0.00%          0   
         10         To reappoint auditors                                                 14,324,237   99.78%      31,079  0.22%          0   
         11         Remuneration of auditors                                              14,340,349   99.90%      14,968  0.10%          0   
         12         To receive and adopt the Remuneration Policy                          11,125,326   79.15%   2,930,138 20.85%    299,852   
         13         To receive and adopt the Remuneration Report                          11,660,119   82.96%   2,395,345 17.04%    299,852   
         14         To approve the Restricted Share Plan 2020                             11,075,541   78.80%   2,979,923 21.20%    299,852   
         15         Authority to allot shares                                             14,074,977   98.05%     280,340  1.95%          0   
         16         To amend the limit for total fees payable to non-executive directors  14,339,205   99.89%      16,111  0.11%          0   
         17         To authorize the issue of shares                                      14,355,317  100.00%           0  0.00%          0   
         18         To authorize the disapplication of pre-emption rights                 14,339,205   99.89%      16,111  0.11%          0   
         19         Authority for the Company to purchase its own shares                  14,336,863   99.89%      16,111  0.11%          0   

Note: Percentage of votes cast excludes withheld votes

The Board notes that 20.8% of votes cast were against the Remuneration Policy
and 21.2% of votes cast were against the adoption of the Restricted Share
Plan.

The Remuneration Committee engaged in early and extensive consultations with a
wide group of the Company's shareholders. It consulted with shareholders
covering 61% of the Company’s register.  The proposed package of measures
is aimed at ensuring that the Executive Directors' remuneration arrangements
effectively serve the best interests of the Company and its shareholders. 
The Board will continue to engage with shareholders and the Company will
publish an update on that engagement within six months of the Annual General
Meeting. The Remuneration Committee will continue to take account of
shareholder views in taking decisions on executive remuneration within the
Policy.

Enquiries:

XP
Power                                                                
                                                                
                                                                

Duncan Penny, Chief Executive Officer +44 (0)118 984 5515

Gavin Griggs, Chief Financial
Officer                                                                                
                                                                                



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