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 Resolution        In Favour          Against            Withheld
number     description

                             Votes      %age    Votes      %age    Votes

           To receive the
           reports and
1          audited accounts  21,589,277 99.93%  14,163     0.07%   85,830
           for the year
           ended 31 December
           2024

           To re-elect Jamie
2          Pike as a         16,827,562 77.80%  4,801,146  22.20%  60,562
           Director

           To re-elect Gavin
3          Griggs as a       17,993,090 84.51%  3,298,618  15.49%  397,562
           Director

           To re-elect
4          Pauline Lafferty  18,842,223 87.12%  2,785,735  12.88%  61,312
           as a Director

           To re-elect Matt
5          Webb as a         18,959,090 87.66%  2,669,618  12.34%  60,562
           Director

6          To re-elect Andy  18,958,340 87.65%  2,670,368  12.35%  60,562
           Sng as a Director

           To re-elect Amina
7          Hamidi as a       18,958,340 87.66%  2,669,618  12.34%  61,312
           Director

           To re-elect
8          Sandra Breene as  18,958,317 87.66%  2,669,641  12.34%  61,312
           a Director

           To re-elect Polly
9          Williams as a     18,932,081 87.54%  2,695,877  12.46%  61,312
           Director

           To re-elect
10         Daniel Shook as a 21,586,967 99.81%  40,991     0.19%   61,312
           Director

           To reappoint PwC
11         LLP as Auditor of 21,382,151 99.11%  191,479    0.89%   115,640
           the Company

           To authorise the
           Directors to
12         determine the     21,622,708 99.70%  66,057     0.30%   505
           Auditor's
           remuneration

           To receive and
           adopt the
           Directors'
13         Remuneration      9,751,317  48.38%  10,404,802 51.62%  1,533,151
           Report for the
           year ended 31
           December 2024

           To approve the
14         Directors' fees   21,611,311 99.64%  77,355     0.36%   604
           of up to £600,000

           To authorise the
           Directors to
           allot shares up
15         to two thirds of  16,233,097 74.85%  5,455,668  25.15%  505
           the Company's
           issued share
           capital

           To authorise the
           Directors to
16         allot ordinary    21,511,497 99.18%  177,268    0.82%   505
           shares on a non
           pre-emptive basis

           To authorise the
           Directors to
           allot ordinary
17         shares on a non   20,532,251 94.67%  1,156,514  5.33%   505
           pre-emptive basis
           for acquisitions
           or capital
           investments

           To authorise the
18         Company to        21,614,377 99.93%  14,388     0.07%   60,505
           purchase its own
           shares

 

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:

  1. 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
  2. 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).
  3. Any proxy appointments which gave discretion to the Chairman have been
     included in the "Votes In Favour" total.
  4. 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