Result of AGM
XPS Pensions Group plc announced that all resolutions were passed at its Annual General Meeting on 8 September 2026, with resolutions 1 to 19 passed as ordinary resolutions and resolutions 20 to 23 as special resolutions. Notably, the final dividend of 9.1p per ordinary share received unanimous approval with 171,568,062 votes for and only 2,038 against, representing 100% of votes cast. The re-election of directors and the reappointment of BDO LLP as auditor also saw strong support, with most resolutions achieving over 96% of votes in favour. The total number of issued shares was 208,355,415, with 82.27% of the issued share capital voted at the meeting.
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XPS Pensions Group plc (the 'Company') announces that at its Annual General Meeting ('AGM') held on 8 September 2026, all the resolutions put to shareholders were passed by the requisite majorities. Resolutions 1 to 19 were passed as ordinary resolutions and Resolutions 20 to 23 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:
| Resolutions | Votes For | % | Votes Against | % | Total Votes | % of issued share capital voted | |
|---|---|---|---|---|---|---|---|
| 1 | Receive the Directors’ Report and Accounts for the year ended 31 March 2026 | 167,650,474 | 97.80 | 3,763,697 | 2.20 | 171,414,171 | 82.27% |
| 2 | Declare a final dividend of 9.1p per ordinary share | 171,568,062 | 100.00 | 2,038 | 0.00 | 171,570,100 | 82.34% |
| 3 | Approve the Directors’ Remuneration Report for the year ended 31 March 2026 | 165,608,687 | 96.53 | 5,951,028 | 3.47 | 171,559,715 | 82.34% |
| 4 | Approve the Directors’ Remuneration Policy 2026 | 142,523,756 | 83.08 | 29,034,839 | 16.92 | 171,558,595 | 82.34% |
| 5 | Approve the Performance Share Plan rules | 160,789,177 | 93.74 | 10,741,120 | 6.26 | 171,530,297 | 82.33% |
| 6 | Approve the Sharesave Plan rules | 171,522,869 | 99.99 | 13,507 | 0.01 | 171,536,376 | 82.33% |
| 7 | Re-elect Ben Bramhall as a Director | 170,958,351 | 99.64 | 610,784 | 0.36 | 171,569,135 | 82.34% |
| 8 | Elect Michelle Cracknell as Director | 170,780,816 | 99.54 | 783,295 | 0.46 | 171,564,111 | 82.34% |
| 9 | Re-elect Paul Cuff as a Director | 170,958,214 | 99.64 | 610,921 | 0.36 | 171,569,135 | 82.34% |
| 10 | Re-elect Sarah Ing as a Director | 165,323,686 | 96.36 | 6,243,421 | 3.64 | 171,567,107 | 82.34% |
| 11 | Re-elect Imogen Joss as a Director | 169,189,218 | 98.61 | 2,379,915 | 1.39 | 171,569,133 | 82.34% |
| 12 | Re-elect Aisling Kennedy as a Director | 169,722,606 | 98.92 | 1,846,529 | 1.08 | 171,569,135 | 82.34% |
| 13 | Re-elect Snehal Shah as a Director | 171,522,961 | 99.97 | 46,617 | 0.03 | 171,569,578 | 82.34% |
| 14 | Re-elect Martin Sutherland as a Director | 163,416,273 | 95.25 | 8,152,862 | 4.75 | 171,569,135 | 82.34% |
| 15 | Elect April Talintyre as a Director | 170,754,331 | 99.54 | 786,761 | 0.46 | 171,541,092 | 82.33% |
| 16 | Reappoint BDO LLP as auditor of the Company | 165,594,577 | 96.52 | 5,974,536 | 3.48 | 171,569,113 | 82.34% |
| 17 | Authorise the Audit & Risk Committee to fix the auditor’s remuneration | 168,585,728 | 98.26 | 2,984,136 | 1.74 | 171,569,864 | 82.34% |
| 18 | Authorise the Company to make political donations and to incur political expenditure | 154,614,856 | 90.48 | 16,266,802 | 9.52 | 170,881,658 | 82.01% |
| 19 | Authorise Directors to allot shares within specific limits | 166,262,315 | 96.92 | 5,275,953 | 3.08 | 171,538,268 | 82.33% |
| 20 | Authorise the disapplication of pre-emption rights | 167,517,413 | 97.64 | 4,048,821 | 2.36 | 171,566,234 | 82.34% |
| 21 | Authorise the additional disapplication of pre-emption rights (acquisitions) | 166,793,960 | 97.22 | 4,771,974 | 2.78 | 171,565,934 | 82.34% |
| 22 | Authorise the Company to purchase own shares | 170,841,427 | 100.00 | 4,488 | 0.00 | 170,845,915 | 82.00% |
| 23 | Authorise the Directors to call general meetings on 14 days' notice | 166,272,676 | 96.91 | 5,296,922 | 3.09 | 171,569,598 | 82.34% |
As at 1.00pm on Tuesday 8 September 2026, the number of issued shares in the Company was 208,355,415 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.
Copies of all resolutions, other than those concerning ordinary business, passed at the AGM will be submitted to the UK Listing Authority and will be available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
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.
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