XP Power Ltd - Result of AGM
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:
- 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
- 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).
- Any proxy appointments which gave discretion to the Chairman have been included in the "Votes In Favour" total.
- 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 |
