Result of AGM
XP Power Limited announced that all resolutions were approved by shareholders at its Annual General Meeting, with 23,767,148 votes cast, representing 84.79% of the issued share capital. While most resolutions passed with overwhelming support, the re-appointment of Pauline Lafferty (Resolution 7) received 20.59% of votes against, and the advisory vote on the Remuneration Report (Resolution 13) saw 23.87% of votes against. The company stated it takes these outcomes seriously and will engage with shareholders to understand concerns and inform future remuneration strategies, with an update expected within six months.
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The Annual General Meeting of XP Power Limited was held at 19 Tai Seng Avenue, #07-01, Singapore 534054 on 23 April 2026, commencing at 5.00 p.m. Singapore time. All of the resolutions were voted upon by poll and were approved by shareholders.
The total number of ordinary shares in issue is 28,032,178 (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 2025 | 23,736,310 | 99.88 | 28,417 | 0.12 | 2,421 |
| 2 | To re-elect Matt Webb as a Director | 23,754,073 | 99.95 | 11,825 | 0.05 | 1,250 |
| 3 | To re-elect Andy Sng as a Director | 23,754,073 | 99.95 | 11,825 | 0.05 | 1,250 |
| 4 | To re-elect Sandra Breene as a Director | 23,523,262 | 98.98 | 242,086 | 1.02 | 1,800 |
| 5 | To re-elect Jamie Pike as a Director | 23,151,511 | 97.42 | 613,837 | 2.58 | 1,800 |
| 6 | To re-elect Gavin Griggs as a Director | 23,425,012 | 99.98 | 3,886 | 0.02 | 338,250 |
| 7 | To re-elect Pauline Lafferty as a Director | 18,871,221 | 79.41 | 4,894,127 | 20.59 | 1,800 |
| 8 | To re-elect Daniel Shook as a Director | 23,213,199 | 97.68 | 552,149 | 2.32 | 1,800 |
| 9 | To re-elect Charlotta Ginman as a Director | 22,072,509 | 92.88 | 1,692,839 | 7.12 | 1,800 |
| 10 | To reappoint PwC LLP as Auditor of the Company | 23,575,572 | 99.19 | 191,576 | 0.81 | 0 |
| 11 | To authorise the Directors to determine the Auditor's remuneration | 23,664,171 | 99.57 | 102,977 | 0.43 | 0 |
| 12 | To receive and adopt the remuneration policy set out in the annual report and accounts for the year ended 31 December 2025 | 23,451,717 | 99.19 | 192,454 | 0.81 | 122,977 |
| 13 | To receive and adopt the Directors' Remuneration Report for the year ended 31 December 2025 | 17,790,341 | 76.13 | 5,579,284 | 23.87 | 397,523 |
| 14 | To approve the Directors' fees of up to £600,000 | 23,760,365 | 99.97 | 6,151 | 0.03 | 632 |
| 15 | To authorise the Directors to allot shares up to two thirds of the Company's issued share capital | 19,408,533 | 81.66 | 4,358,540 | 18.34 | 75 |
| 16 | To authorise the Directors to allot ordinary shares on a non pre-emptive basis | 23,625,468 | 99.40 | 141,605 | 0.60 | 75 |
| 17 | To authorise the Directors to allot ordinary shares on a non pre-emptive basis for acquisitions or capital investments | 22,707,525 | 95.54 | 1,059,548 | 4.46 | 75 |
| 18 | To authorise the Company to purchase its own shares | 23,762,565 | 99.98 | 4,583 | 0.02 | 0 |
The Board notes that Resolution 7, the re-appointment of Pauline Lafferty was passed with 20.59% of votes cast against, and Resolution 13, the advisory vote on the Remuneration Report was passed with 23.87% 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 7 and 13 to ensure their feedback continues to inform the Company's approach to 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 15 (inclusive) were passed as ordinary resolutions. 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 23,767,148, representing 84.79 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.
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