Results of AGM

RNS Number : 7522A

XPS Pensions Group PLC

13 September 2018

 

                                                                        XPS Pensions Group plc

                                   Results of Annual General Meeting held on 13 September 2018

XPS Pensions Group plc (the 'Company') announces that at its Annual General Meeting ('AGM') held on 13 September 2018, all the resolutions put to shareholders were passed by the requisite majorities. Resolutions 1 to 15 were passed as ordinary resolutions and Resolutions 16 to 20 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:

	RESOLUTION	VOTES FOR	%	VOTES AGAINST	%	TOTAL VOTES	% OF  ISSUED SHARE CAPITAL	VOTES WITHHELD
1.	Receive Directors' Report and Accounts for the year ended 31 March 2018	194,341,412	99.12	1,725,444	0.88	196,066,856	96.18%	0
2.	Declare a final dividend of 4.2 pence per ordinary share	196,066,857	100.00	0	0.00	196,066,857	96.18%	0
3.	Approve Directors' Remuneration Report	155,472,501	79.99	38,886,746	20.01	194,359,247	95.34%	1,707,609
4.	Elect Tom Cross Brown as a Director	191,670,127	97.78	4,358,659	2.22	196,028,786	96.16%	38,070
5.	Elect Alan Bannatyne  as a Director	194,307,769	99.99	17,835	0.01	194,325,604	95.32%	1,741,252
6.	Elect Margaret Snowdon OBE as a Director	196,066,857	100.00	0	0.00	196,066,857	96.18%	0
7.	Elect Ben Bramhall      as a Director	196,066,857	100.00	0	0.00	196,066,857	96.18%	0
8.	Elect Paul Cuff              as a Director	196,066,857	100.00	0	0.00	196,066,857	96.18%	0
9.	Elect Mike Ainslie        as a Director	196,066,857	100.00	0	0.00	196,066,857	96.18%	0
10.	Elect Jonathan Bernstein               as a Director	196,035,319	99.98	31,538	0.02	196,066,857	96.18%	0
11.	Elect Jonathan Punter  as a Director	193,672,437	99.12	1,725,444	0.88	195,397,881	95.85%	668,975
12.	Elect John Batting as a Director	193,672,437	99.12	1,725,444	0.88	195,397,881	95.85%	668,975
13.	Re-appoint       BDO LLP as Auditors	194,359,247	99.13	1,707,609	0.87	196,066,856	96.18%	0
14.	Authorise Audit & Risk Committee to fix Auditor's remuneration	196,066,857	100.00	0	0.00	196,066,857	96.18%	0
15.	Authorise the Directors to allot shares	196,066,857	100.00	0	0.00	196,066,857	96.18%	0
16.	Authorise the disapplication of pre-emption rights	196,066,857	100.00	0	0.00	196,066,857	96.18%	0
17.	Authorise the additional disapplication of pre-emption  rights (acquisitions)	194,341,412	99.12	1,725,444	0.88	196,066,856	96.18%	0
18.	Authorise the   Company to  purchase own shares	194,341,412	99.12	1,725,444	0.88	196,066,856	96.18%	0
19.	Authorise the Directors to call general meetings on 14 days' notice	186,784,380	95.27	9,282,477	4.73	196,066,857	96.18%	0
20.	Approve matters relating to the interim dividend of 2.1 pence per ordinary share paid on 8 February 2018	192,443,865	100.00	0	0.00	192,443,865	94.40%	3,622,992

As at 2.00pm on 11 September 2018, the number of issued shares in the Company was 203,863,009 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 acknowledges that 20.01% of the votes cast were against resolution no.3 to approve the Directors' Remuneration Report. The salary increase for four of the five executive directors (albeit being within the limits set out in the Directors' Remuneration Policy) and John Batting's pension and annual bonus caused concern for some of the Company's shareholders and certain voting guidance services. Margaret Snowdon, the Chair of the Remuneration Committee, confirmed in the Directors' Remuneration Report that she would be meeting the Company's largest shareholders in the Autumn.

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 National Storage Mechanism and will be available to view at www.morningstar.co.uk/uk/NSM.    

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. The AGM voting results will also be available to view on the Company's website.

Enquiries:

Martin Smith, Prism Cosec

[phone]

 

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