REG - XPS Pensions Group - Results of General Meeting held on 7 March 2024

XPS PensionsAnnouncement

07/03/2024 16:00

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RNS Number : 0553G  XPS Pensions Group PLC  07 March 2024

XPS Pensions Group plc

7 March 2024

 

XPS Pensions Group plc

 

Results of General Meeting held on 7 March 2024

 

XPS Pensions Group plc (the 'Company') announces that at its General Meeting
('GM') held on 7 March 2024, the resolution put to shareholders was passed by
the requisite majority. The resolution was passed as an ordinary resolution.
The result of the poll taken on the resolution, on which Equiniti, the
Company's registrar, acted as scrutineer, is as follows:

 

    Resolution                                   Votes For    %      Votes Against  %      Total Votes  % of issued

                                                                                                        share capital voted
 1  Approve Directors' Remuneration Policy 2024  131,060,632  76.44  40,386,688     23.56  171,447,320  82.61%

 

As at 12.00pm on Thursday 7 March 2024, 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 GM. 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 GM. 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.

 

Full details of the resolution passed, together with explanatory notes, are
set out in the Notice of General Meeting which is available
at www.xpsgroup.com (http://www.xpsgroup.com/) .

 

At the Company's 2023 Annual General Meeting (the 'AGM'), there was strong
support for the Directors' Remuneration Report reflecting the application of
the 2020 Directors' Remuneration Policy. As announced on 5 September 2023,
resolution 4 (the approval of the Directors' Remuneration Policy 2023) was
withdrawn ahead of the AGM, to enable the Committee to engage further with
shareholders. The Remuneration Committee have since undertaken an extensive
consultation with the Company's 20 largest shareholders, covering c.85% of the
Company's issued share capital, and key proxy advisory firms. An updated
policy was approved at the GM today. This policy is effectively a continuation
of the previously approved policy, introducing an element of bonus deferral in
line with evolving market practice, reflecting that the overwhelming majority
of shareholders consulted felt that the existing policy was appropriate. The
Board acknowledges that 19.46% of the Group's total issued share capital was
voted against the resolution and recognises that a small number of
shareholders have differing views. The Board would like to thank those
shareholders that have participated in consultation and will continue to
engage as appropriate in the future.

 

Following the AGM in September, during which resolutions 5 (the re-election of
Alan Bannatyne, Chairman) and 11 (the re-election of Margaret Snowdon,
Non-Executive Director and Remuneration Committee Chair) received below 80%
support, the Company has appointed two additional Independent Non-Executive
Directors and continued to engage with shareholders regarding Board
composition. The Board also notes that the Company complies with all aspects
of the UK Corporate Governance Code.

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