Grant of LTIP and RSU awards

23 April 2020

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

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

The Company announces that following its Annual General Meeting held on 21 April 2020 that on 22 April 2020, certain Directors of the Company were awarded a nominal priced option, 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 “RSU’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 RSU’s granted
Duncan Penny	14,563	1,820
Gavin Griggs	10,453	1,307
Andy Sng	3,236	405
TOTAL	28,252	3,532

The vesting of the LTIP’s is conditional on meeting performance conditions measured over a three-year period as described below. LTIP awards are subject to a two year holding period post vesting.  

The RSU award is not subject to performance conditions and will vest five years after the date of grant.

Performance conditions

1.  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 2020, 2021 and 2022 (the “Performance Condition Period”) as shown in the following table:

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 523.4p	No vesting
523.4p	25% of total LTIP award
586.0p	100% of total LTIP award

Achievement of the EPS Target between 523.4p and 586.0p will result in the LTIP awards vesting on a straight-line basis and any entitlement to a fraction of an Ordinary Share shall be rounded down.

2.  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 2019 was £31.00 and on 3 March 2020, the date of the publication of the final results for 2019, the share price was £32.50. The closing share price on 21 April 2020, which was used to calculate the number of LTIP and Restricted Share awards, was £30.90.

The LTIP contains 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	Duncan Penny Gavin Griggs Andy Sng
2.	Reason for the notification
(a)	Position/status	Duncan Penny – Chief Executive Gavin Griggs – Chief Financial 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	Duncan Penny          14,563 Gavin Griggs             10,453 Andy Sng                   3,236
(e)	Aggregated information - Aggregated volume -  Price	Duncan Penny           14,563 Gavin Griggs              10,453 Andy Sng                    3,236 TOTAL                        28,252 Exercisable at nominal price of 1 pence per Ordinary Share
(f)	Date of the transaction	22 April 2020
(g)	Place of the transaction	n/a

1.	Details of the person discharging managerial responsibilities/person closely associated
(a)	Name	Duncan Penny Gavin Griggs Andy Sng
2.	Reason for the notification
(a)	Position/status	Duncan Penny – Chief Executive Gavin Griggs – Chief Financial 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	Duncan Penny       1,820 Gavin Griggs          1,307 Andy Sng               405
(e)	Aggregated information -  Aggregated volume -  Price	Duncan Penny            1,820 Gavin Griggs               1,307 Andy Sng                     405 TOTAL  3,532 Exercisable at nominal price of 1 pence per Ordinary Share
(f)	Date of the transaction	22 April 2020
(g)	Place of the transaction	n/a

-Ends-

Enquiries:

XP Power 
Duncan Penny, Chief Executive Officer  [phone]
Gavin Griggs, Chief Financial Officer  [phone]

Citigate Dewe Rogerson  [phone]
Kevin Smith/Jos Bieneman/Sam Stibbs