XPS Pensions : Notice of Annual General Meeting 2025

Published: 2025-07-10 04:16:05 ET XPS.L

Published on 07/10/2025 at 04:16

If you are in doubt as to any aspect of the proposals in this document or the action you should take, please take advice immediately from an independent professional adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in XPS Pensions Group plc, please send this document, together with the accompanying Proxy Form, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was arranged, for onward transmission to the purchaser or transferee.

Letter from the Chairman

10 July 2025

On behalf of the Directors of XPS Pensions Group plc (together, the "Directors"), I am pleased to send you the details of the Annual General Meeting (AGM) of XPS Pensions Group plc (the "Company") which will be held at Canaccord, 88 Wood Street, Barbican, London EC2V 7QR, on Thursday 4 September 2025 at 12.00pm.

The formal Notice of AGM is set out on the following pages of this document, detailing the resolutions that the shareholders are being asked to vote on together with explanatory notes of the business to be conducted at the AGM. The AGM provides shareholders with an opportunity to communicate with the Directors and we would welcome your participation.

Voting on the business of the meeting will be conducted by way of a poll. The results of voting on the resolutions will be announced via a regulatory information service and posted on the Company's website as soon as practicable after the AGM.

Whether or not shareholders propose to attend the AGM, it is important that they complete, sign and return a

Proxy Form to the reply paid address shown on the Proxy Form or, for personal delivery, to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. Alternatively shareholders may give their instructions electronically via the Registrar's Shareview website, https://www.shareview.co.uk, and logging in to your Shareview Portfolio. To register for a Shareview Portfolio, go to https://www.shareview.co.uk and enter the requested information. If their shares are held in CREST, they may, if preferred, give instructions electronically via CREST as detailed in the notes to the Notice of AGM on pages 10 to 11. Institutional investors may be able to appoint a proxy electronically via the Proxymity platform, https://www.proxymity.io. To be valid, the Proxy Form must be lodged with the Company's Registrar as soon as possible and in any event no later than 12.00pm on Tuesday 2 September 2025.

The completion and return of a Proxy Form in hard copy or voting electronically will not prevent you from attending and voting at the AGM in person if you wish. If I am appointed as proxy, I will vote in accordance with any instructions given to me. If I am given discretion as to how to vote, I will vote in favour of each of the resolutions to be proposed at the AGM.

The Directors believe that the resolutions set out in the Notice of AGM are in the best interests of the Company and its shareholders as a whole and unanimously recommend that shareholders vote in favour of all the resolutions to be proposed at the AGM. The Directors who own ordinary shares in the Company intend to vote in favour of the resolutions to be proposed at the AGM.

I look forward to seeing you at the AGM. Yours faithfully,

Chairman

Notice of the Annual General Meeting

NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL

MEETING (AGM) of XPS Pensions Group plc (the "Company") will be held at Canaccord, 88 Wood Street, Barbican, London EC2V 7QR, on Thursday 4 September 2025 at 12.00pm to consider and, if thought appropriate, pass the following resolutions, of which Resolutions 1 to 15 will be proposed as ordinary resolutions and Resolutions 16 to 19 will be proposed as special resolutions.

Reports and Accounts

To receive the Directors' Report and Accounts of the Company for the year ended 31 March 2025 (the "Annual Report").

Dividend

To declare a final dividend of 8.2p per ordinary share for the year ended 31 March 2025.

Directors' Remuneration

To approve the Directors' Remuneration Report for the year ended 31 March 2025 (excluding the

Directors' Remuneration Policy), the full text of which is set out on pages 76 to 99 of the Annual Report.

Directors

To re-elect Ben Bramhall as a Director.

To re-elect Paul Cuff as a Director.

To re-elect Sarah Ing as a Director.

To re-elect Imogen Joss as a Director.

To re-elect Aisling Kennedy as a Director.

To re-elect Snehal Shah as a Director.

To re-elect Margaret Snowdon OBE as a Director.

To re-elect Martin Sutherland as a Director.

Auditors

To reappoint BDO LLP as auditors of the Company to hold office from the conclusion of this AGM until the conclusion of the next AGM at which accounts are laid before the AGM.

To authorise the Audit & Risk Committee of the Company to fix the remuneration of the auditors.

Authority for political donations

To authorise the Company, and all companies that are subsidiaries of the Company at any time during the period for which this resolution has effect,

in accordance with Sections 366 and 367 of the Companies Act 2006 (the "2006 Act"), beginning with the date on which this resolution is passed and ending at the end of the next AGM of the Company or, if earlier, at the close of business on 4 December 2026, to:

make political donations to political parties or independent election candidates or both not exceeding £50,000 in total;

make political donations to political organisations (other than political parties) not exceeding

£50,000 in total; and

incur political expenditure not exceeding

£50,000 in total, provided that the aggregate amount of all such political donations and political expenditure during such period shall not exceed £50,000.

For the purposes of this resolution the terms "political donations", "political parties", "independent election candidates", "political organisations" and "political expenditure" have the meanings given by Sections 363 to 365 of the 2006 Act.

Directors' authority to allot shares

To generally and unconditionally authorise the Directors pursuant to and in accordance with Section 551 of the 2006 Act to exercise all the powers of the Company to allot shares or grant rights to subscribe for, or to convert any security into, shares of the Company:

up to an aggregate nominal amount of

£34,725.90; and

comprising equity securities (as defined in Section 560(1) of the 2006 Act) up to a further aggregate nominal amount of £34,725.90 in connection with an offer by way of a rights issue,

such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act and to expire (unless previously revoked, varied or renewed) at the end of the next AGM or on 4 December 2026, whichever is the earlier, but in each case so that the Company may make offers

and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority ends and the Directors may allot shares or rights to subscribe for or to convert any security into shares in pursuance of such offer or agreement as if the authority had

not expired.

For the purposes of this Resolution, "rights issue" means an offer to:

ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or the requirement of any regulatory body or stock exchange.

Notice of the Annual General Meeting continued

Disapplication of pre-emption rights

That, if Resolution 15 is passed, the Directors be authorised pursuant to Section 250 and Section 573 of the 2006 Act to allot equity securities (as defined in the 2006 Act) for cash under the authority given by that Resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561(1) of the 2006 Act did not apply to any such allotment or sale, such authority to be limited:

to the allotment of equity securities in connection with an offer of equity securities (including, without limitation, under a rights issue, open offer or other similar arrangement) in favour of holders of ordinary shares in the capital of the Company in proportion (as nearly as may be practicable) to their existing holdings of ordinary shares but subject to such

exclusions or other agreements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or the requirement of any regulatory body or stock exchanges;

to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph

(A) above) up to an aggregate nominal value of

£10,417.77 being approximately 10% of the issued ordinary share capital as at 2 July 2025; and

to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph

(A) or (B) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (B) above, such power to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published

by the Pre-Emption Group prior to the date of this Notice,

such authority to expire (unless previously revoked, varied or renewed) at the end of the next AGM of the Company or, if earlier, at the close of business on 4 December 2026 but, in each case, prior to its

expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

That, if Resolution 15 is passed, the Directors be authorised pursuant to Section 570 and Section 573 of the 2006 Act, in addition to any authority granted under Resolution 16, to allot equity securities (as defined in the 2006 Act) for cash under the authority given by that Resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561(1) of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:

limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of

£10,417.77, being approximately 10% of the issued ordinary share capital as at 2 July 2025, and such authority to be used only for the purposes of financing (or refinancing, if the authority is

to be used within 12 months after the original transaction) a transaction which the Directors determine to be an acquisition or other specified capital investment of a kind contemplated by the Statement of Principles on Disapplying

Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice; and

limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) above) up to a nominal amount of 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (A) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published

by the Pre-Emption Group prior to the date of this Notice,

such authority to expire (unless previously revoked, varied or renewed) at the end of the next AGM of the Company or, if earlier, at the close of business on 4 December 2026 but, in each case, prior to its

expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Authority to purchase own shares

To unconditionally and generally authorise the Company for the purpose of Section 701 of the 2006 Act to make market purchases (as defined in Section 693(4) of the 2006 Act) of ordinary shares of 0.0005 pence each in the capital of the Company, on such terms and in such manner as the Directors shall determine, provided that:

the maximum number of ordinary shares which may be purchased is 20,835,541;

the minimum price (exclusive of all expenses) which may be paid for each ordinary share

is 0.05 pence (being the nominal value of an ordinary share);

the maximum price which may be paid for an ordinary share is an amount equal to the higher of: (i) 105% of the average of the middle market quotations for the Company's ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and (ii) an amount equal to the higher of the

price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out as stipulated by the Regulatory Technical Standards adopted by the European Commission pursuant to Article 5(6) of the Market Abuse Regulation (EU) No 596/2014 (as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 and any regulations made under that Act) (in each case exclusive of all expenses); and

this authority shall expire (unless previously revoked, varied or renewed) at the conclusion of the Company's next AGM or, if earlier, 4 December 2026 (except in relation to the purchase of ordinary shares, the contract for which was concluded before the expiry of such

authority and which might be executed wholly or partly after such expiry) unless such authority is renewed prior to such time.

Notice of general meetings

To authorise the Directors to call a general meeting of the Company, other than an annual general meeting, on not less than 14 clear days' notice.

By order of the Board

Registered in England and Wales No. 08279139

Phoenix House, 1 Station Hill, Reading,

Berkshire RG1 1NB

Disclaimer

XPS Pensions Group plc published this content on July 10, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on July 10, 2025 at 08:14 UTC.