RNS Announcements

Result of Annual General Meeting

21 April 2020

The Annual General Meeting of XP Power Limited was held at 401 Commonwealth Drive, Haw Par Technocentre, Lobby B, #02-02, Singapore 149598 on 21 April 2020, commencing at 5.00 p.m. Singapore time.

As set out in the Company’s trading update released on 3 April 2020, the Board decided to withdraw Resolution 2, to approve the final dividend for 2019 of 36 pence per share. A resolution was tabled at the start of today’s Annual General Meeting to withdraw this resolution which was passed unanimously by a show of hands. All other resolutions were unanimously passed by a show of hands.

The total cash outflow from the 2019 final dividend was expected to be £6.9 million. The Group pays a quarterly dividend and understands the importance of dividends to shareholders. We intend to resume payments as soon as possible.

For information, the following table shows the total votes cast by proxy voting on the resolutions that were put to the meeting. The total number of shares in issue was 19,442,296.

Resolution number Resolution description In Favour Against Withheld
Votes % Votes % Votes
1 To receive and adopt the reports and audited accounts 14,339,205 99.99% 1,784 0.01% 14,327
3 To re-elect Gavin Griggs 14,353,910 99.99% 1,407 0.01% 0
4 To re-elect Duncan Penny 14,355,317 100.00% 0 0.00% 0
5 To re-elect Polly Williams 14,164,911 98.67% 190,406 1.33% 0
6 To re-elect James Peters 13,981,935 97.40% 373,381 2.60% 0
7 To re-elect Terry Twigger 14,179,238 98.77% 176,079 1.23% 0
8 To re-elect Andy Sng 14,353,910 99.99% 1,407 0.01% 0
9 To re-elect Pauline Lafferty 14,355,317 100.00% 0 0.00% 0
10 To reappoint auditors 14,324,237 99.78% 31,079 0.22% 0
11 Remuneration of auditors 14,340,349 99.90% 14,968 0.10% 0
12 To receive and adopt the Remuneration Policy 11,125,326 79.15% 2,930,138 20.85% 299,852
13 To receive and adopt the Remuneration Report 11,660,119 82.96% 2,395,345 17.04% 299,852
14 To approve the Restricted Share Plan 2020 11,075,541 78.80% 2,979,923 21.20% 299,852
15 Authority to allot shares 14,074,977 98.05% 280,340 1.95% 0
16 To amend the limit for total fees payable to non-executive directors 14,339,205 99.89% 16,111 0.11% 0
17 To authorize the issue of shares 14,355,317 100.00% 0 0.00% 0
18 To authorize the disapplication of pre-emption rights 14,339,205 99.89% 16,111 0.11% 0
19 Authority for the Company to purchase its own shares 14,336,863 99.89% 16,111 0.11% 0

Note: Percentage of votes cast excludes withheld votes

The Board notes that 20.8% of votes cast were against the Remuneration Policy and 21.2% of votes cast were against the adoption of the Restricted Share Plan.

The Remuneration Committee engaged in early and extensive consultations with a wide group of the Company's shareholders. It consulted with shareholders covering 61% of the Company’s register.  The proposed package of measures is aimed at ensuring that the Executive Directors' remuneration arrangements effectively serve the best interests of the Company and its shareholders.  The Board will continue to engage with shareholders and the Company will publish an update on that engagement within six months of the Annual General Meeting. The Remuneration Committee will continue to take account of shareholder views in taking decisions on executive remuneration within the Policy.

Enquiries:

XP Power                                                                                                                                                                                                  

Duncan Penny, Chief Executive Officer +44 (0)118 984 5515

Gavin Griggs, Chief Financial Officer                                                                                                                                                                 


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