Grant of LTIP and RSP awards

1 April 2021

XP Power Limited (“XP” or the “Company”)

Grant of Long Term Incentive Plan (LTIP) and Restricted Share Plan (RSP) awards

The Company announces that on 31 March 2021, certain Directors of the Company were awarded a nominal priced option over ordinary shares of 1p each in the Company ("Ordinary Shares") as detailed below, under the XP Power Limited Long Term Incentive Plan 2017 (the "LTIP’s") approved by shareholders on 19 April 2017 and restricted shares, under the XP Power Limited Restricted Share Plan 2020 (the “RSP’s”) approved by shareholders on 21 April 2020, over ordinary shares of 1p each in the Company (“Ordinary Shares”) as detailed below.

Director	Number of Ordinary Shares over which LTIP’s granted	Number of Ordinary Shares over which RSP’s granted
Gavin Griggs	9,652	1,206
Andy Sng	1,930	289
TOTAL	11,582	1,495

The vesting of the LTIP’s is conditional on meeting performance conditions measured over a three-year period as described below.

The RSP award is not subject to performance conditions and will vest three years after the date of grant. RSP awards are subject to a two year holding period post vesting.

Performance conditions

Adjusted Earnings Per Share Target

Up to 66.7% of the total LTIP awards will vest on the achievement of total adjusted earnings per share ("EPS") for the three financial years ending 31 December 2021, 2022 and 2023 (the “Performance Condition Period”) as shown in the following table. The base adjusted EPS figure is 170.9p which is an average of the adjusted EPS for the financial years 2018, 2019 and 2020.

Total EPS for the three financial years ending 31 Dcember 2020, 2021 and 2022 ("EPS Target")	Max. No. of Ordinary Shares vesting subject to the EPS Target
Below 576.7p	No vesting
576.7p	25% of total LTIP award
645.9p	100% of total LTIP award

Vesting will be calculated on a straight-line basis between the relevant measurement points and where calculations provide less than a whole number of Shares, the number shall be rounded up.

Total Shareholder Return (“TSR”) Target

Up to 33.3% of the total Awards will vest dependent upon the performance of the Company’s TSR measured against that of the FTSE250 over the Performance Condition Period. 25% of the total LTIP award will vest at median performance with 100% of the total LTIP award vesting at the 80^th percentile. Vesting between these points will be measured on a straight-line basis.

The Remuneration Committee notes that the XP Power closing share price at 31 December 2020 was £46.90 and on 2 March 2021, the date of the publication of the final results for 2020, the share price was £53.00. The closing share price on 3 March 2021, which was used to calculate the number of LTIP and Restricted Share awards, was £51.80.

The LTIP and RSP contain provisions giving the Remuneration Committee the ability to apply discretion to adjust any formulae and workings to reduce vesting levels if this is deemed necessary to ensure pay-outs fully and properly reflect overall performance and shareholder experience and in response to exceptional negative events. Malus and clawback provisions as set out in the Company’s Remuneration Policy are also in place to reduce or recover the awards.

1.	Details of the person discharging managerial responsibilities/person closely associated
(a)	Name	Gavin Griggs Andy Sng
2.	Reason for the notification
(a)	Position/status	Gavin Griggs – Chief Executive Officer Andy Sng – Executive Vice President, Asia
(b)	Initial notification/ Amendment	Initial notification
3.	Details of the issuer
(a)	Name	XP Power Limited
(b)	LEI	213800I7RWQ3FV72EZ26
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
(a)	Description of the Financial Instrument	Ordinary Shares of £0.01 each in the Company
(b)	Identification code of the Financial Instrument	SG9999003735
(c)	Nature of the transaction	Award of options over Ordinary Shares as part of the XP Power Limited Long Term Incentive Plan 2017. The potential vesting of the awards are subject to earnings per share and total shareholder return targets.
(d)	Price(s) and volume(s)	Price(s)	Volume(s)
		Exercisable at nominal price of 1 pence per Ordinary Share	Gavin Griggs 9,652 Andy Sng 1,930


(e)	Aggregated information - Aggregated volume - Price	Gavin Griggs 9,652 Andy Sng 1,930 TOTAL 11,582 Exercisable at nominal price of 1 pence per Ordinary Share
(f)	Date of the transaction	31 March 2021
(g)	Place of the transaction	n/a

1.	Details of the person discharging managerial responsibilities/person closely associated
(a)	Name	Gavin Griggs Andy Sng
2.	Reason for the notification
(a)	Position/status	Gavin Griggs – Chief Executive Officer Andy Sng – Executive Vice President, Asia
(b)	Initial notification/ Amendment	Initial notification
3.	Details of the issuer
(a)	Name	XP Power Limited
(b)	LEI	213800I7RWQ3FV72EZ26
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
(a)	Description of the Financial Instrument	Ordinary Shares of £0.01 each in the Company
(b)	Identification code of the Financial Instrument	SG9999003735
(c)	Nature of the transaction	Award of options over Ordinary Shares as part of the XP Power Limited Restricted Share Plan 2020
(d)	Price(s) and volume(s)	Price(s)	Volume(s)
		Exercisable at nominal price of 1 pence per Ordinary Share	Gavin Griggs 1,206 Andy Sng 289
(e)	Aggregated information - Aggregated volume - Price	Gavin Griggs 1,206 Andy Sng 289 TOTAL 1,495 Exercisable at nominal price of 1 pence per Ordinary Share
(f)	Date of the transaction	31 March 2021
(g)	Place of the transaction	n/a