Scheme of Arrangement

XP Power plc

Wednesday 21 February 2007

                                 XP Power plc                                  

                   Announcement of corporate reorganisation                    

On 9 November 2006, XP Power plc ("XP Power" or the "Company") announced the
Company's plans to relocate the XP Power group's (the "Group") head quarters to
Asia. The board of directors of XP Power ("Directors" or "Board") have since
approved a corporate reorganisation to introduce a new Singaporean domiciled
company, XP Power Limited ("XP Power Singapore") as the new holding company of
the Group.

XP Power today announces that a circular setting out full details of the
proposed corporate reorganisation, together with a prospectus in relation to
the admission of XP Power Singapore to listing and trading on the London Stock
Exchange's main market for listed securities have been sent to shareholders.

Key features of the corporate reorganisation:

  * A new Singaporean domiciled company, XP Power Singapore, will be
    established as the holding company of the Group;
   
  * Shareholders of XP Power will receive one share in XP Power Singapore for
    each share held in XP Power;
   
  * Application will be made for XP Power Singapore to be listed on the London
    Stock Exchange and it is expected to replace XP Power as a member of the
    FTSE Fledgling Index;
   
  * Shares in XP Power Singapore will be tradable in CREST through depositary
    interests;
   
  * It is expected that XP Power's existing dividend policy will be continued
    by XP Power Singapore; and
   
  * XP Power Singapore will report consolidated results under IFRS.
   
Background to the corporate reorganisation

Given the growing importance of Asia to both the Group's target customer base
and supply chain, the Directors have decided that it is appropriate to move the
domicile of the Group to Singapore. The main reasons for this move are to:

1) Exploit opportunities and minimise business risks

Major opportunities and risks are expected increasingly to arise in the Group's
business operations, the Directors believe that the centre for decision making
needs to be in proximity to the originating markets for those opportunities and
risks; and

2) Commitment to Asian markets

It is anticipated that such move will demonstrate the Group's commitment to the
Asian markets and consequently lead to an increased flow of business from the
Asian power supply market.

Overview of the corporate reorganisation

The corporate reorganisation is proposed to be effected by way of a scheme of
arrangement under section 425 of the Companies Act (the "Scheme") between XP
Power and its shareholders. The Scheme is subject to various conditions
including the passing of the requisite resolutions of shareholders and the
approval of the Court. If these conditions are satisfied and the Scheme is
approved and implemented in full, XP Power Singapore will own the entire issued
share capital of XP Power. XP Power Singapore will then be listed on the London
Stock Exchange in place of XP Power and is expected to replace XP Power as a
member of the FTSE Fledgling Index. Existing shareholders will receive one XP
Power Singapore share for each share held in XP Power. The effective date for
the Scheme is expected to be 24 April 2007, on which day shares in XP Power
would be suspended. It is expected that on 25 April the listing of the existing
XP Power shares will be cancelled and the XP Power Singapore shares will be
admitted to listing.

The Scheme requires the approval of shareholders at a Court meeting and at an
extraordinary general meeting of XP Power ("EGM"). If the Scheme is approved by
the requisite majority at the Court meeting and EGM, an application will be
made to the Court to sanction the Scheme. Shareholders are therefore asked to
approve resolutions implementing various matters in connection with the Scheme,
which are set out in the circular to shareholders, at the Court meeting and EGM
to be held at 10.00 am and 11.00 am respectively on 23 March 2007.

It is expected that the Scheme will be neutral in tax terms for UK-resident
shareholders. In particular, a UK-resident XP Power shareholder who receives XP
Power Singapore shares under the Scheme should not be charged for capital gains
tax or corporation tax on chargeable gains as a result of the exchange of his
XP Power shares for XP Power Singapore shares. The taxation consequences of the
Scheme will depend upon the jurisdiction in which the relevant XP Power
shareholder is resident for tax purposes.

Arrangements have been made to facilitate the trading of shares in XP Power
Singapore in CREST through depositary interests. Pursuant to these arrangements
a depositary, Capita IRG Trustees Limited, will hold certificated shares in XP
Power Singapore and issue depositary interests representing the underlying
shares which will be held on trust for the holders of the depositary interests.
The depositary interests will be independent securities constituted under
English law and may be held and transferred through the CREST system.

XP Power Singapore will write to participants in the XP Power Share Option Plan
and XP Power Share Purchase Plan 2000 in due course to explain the effect of
the corporate reorganisation on their participation in more detail. The rules
of the XP Power Share Purchase Plan 2000 will be amended by the Board to enable
this exchange to be offered.

Details of the current and proposed directors of XP Power Singapore are set out
below.

Current Directors of XP Power Singapore

Andy Sng (Director)(aged 36)

Andy joined the Group in July 2005 to set up its China operations. He is
currently the General Manager of the XP Shanghai operation which provides
various support services to the rest of the

Group including quality assurance, program management, component sourcing and
design and verification testing. On the Scheme becoming effective, Andy will
hold the office of General Manager, Asia.

Andy has an Electrical Engineering degree and has worked in the power supply
industry for eight years in various technical and commercial roles with
companies such as Silicon Systems (Singapore)

and Advanced Micro Devices (Singapore).

Mickey Lynch (Director)(age 54)

Mickey joined the Group in April 2001 as Vice President of Finance for
XP-Foresight Inc and since February 2003 has headed up the finance team for the
Group. Prior to joining XP-Foresight Mickey spent 10 years at Atari Games
Corporation; the last five of which were in the role of Chief Financial
Officer. Prior to this he spent 12 years with ITT Corporation, holding various
financial controllership roles. Mickey holds a Masters Degree in Business
Administration. Mickey was elected to the XP Board on 11 June 2003. On the
Scheme becoming effective, Joseph will hold the office of Finance Director.

Mike Laver (Director)(age 44)

Mike has 17 years experience in the power supply industry. After completing his
degree in Electrical Engineering at UC Santa Barbara, Mike held sales and
technical positions with Power Systems Distributors, Compumech and Delta Lu
Research. Mike joined Foresight Electronics in 1991 and carried out various
senior roles. Mike is currently responsible for the US sales and value added

engineering organisations. Mike was elected to the XP Board on 20 August 2002
and on 3 February 2003 was made President of the Group's North American
operations. He will assume this post within XP Power Singapore on the Scheme
becoming effective.

Details of the proposed directors assuming the Scheme is approved, are set out
below.

Proposed directors of XP Power Singapore

Larry Tracey (Executive Chairman)(age 59)

Larry co-founded Powerline PLC in 1979, where he focused on the strategic
direction of the business. In March 1984, he was responsible for the flotation
of Powerline on the Unlisted Securities

Market of the London Stock Exchange and earnings grew 220 per cent. in its
three years as a quoted company. Larry headed Powerline's expansion into
Germany and the US. Powerline was acquired by Chloride PLC in September 1987.
In May 1990, Larry joined the board of XP PLC as an Executive Director. In
April 2000 he was appointed as Chief Executive Officer. He is responsible for
Group strategy including acquisition policy. In April 2002 he became Chairman
and Chief Executive of XP Power and in February 2003 assumed the role of
Executive Chairman.

James Peters (Deputy Chairman)(age 48)

James has over 20 years experience in the power supply industry. He joined
Powerline shortly after its formation in 1980 and was involved in various
aspects of the business. In November 1988 he founded XP. In April 2000, he was
appointed as European Managing Director of XP and he was responsible for the
overall management of the Group's European businesses. In February 2003 James
was appointed

Deputy Chairman of XP Power.

Duncan Penny (Chief Executive)(age 44)

Between October 1998 and March 2000, Duncan was the controller for the
European, Middle Eastern and African regions for Dell Computer Corporation,
prior to which Duncan spent eight years working

for LSI Logic Corporation where he held senior financial positions in both
Europe and Silicon Valley. From 1985 to 1990, Duncan spent five years at
Coopers & Lybrand in general practice and corporate finance. He joined XP in
April 2000 as Group Finance Director. In February 2003 he was appointed Chief
Executive of XP Power.

John Dyson (Non-Executive Director)(age 57)

John was appointed Chief Executive of Pace Micro Technology plc in May 2003,
prior to which he had been Finance Director since November 1997. John retired
from Pace Micro Technology plc during 2006 and has co-founded a new business
called Telehealth Solutions Limited which has developed communications
technology to remotely monitor medical devices. Before Pace Micro Technology
plc he held senior positions in both Silicon Valley and Europe for LSI Logic
Corporation from June 1990 to November 1997. From September 1988 to June 1990
John was

co-founder and Managing Director of Modacom Limited, prior to which he was
Finance Director of Norbain Electronics plc from 1986 to1988 and CASE
Communications plc from 1977 to 1986. He joined the board of XP Power in June
2000. He is the senior non-executive director and Chairman of the Remuneration
Committee.

Michael Hafferty (Non-Executive Director)(age 64)

Michael has been the founder and CEO of several technology companies, including
Tricom Ltd., VegaStream Ltd and Arkstream Inc. He was a main board director of
CASE Communications plc for its highly successful launch onto the London Stock
Exchange and as Sales & Marketing Director built a worldwide sales and service
organisation. Michael is the founder of the consulting company Arkbridge Pte.
Ltd., based in Singapore and as a result of that position was appointed Vice
President, Asia PAC for the international software company iTRACS Corporation.
He is a Fellow of the Chartered Institute of Marketing and Liveryman in the
Worshipful Company of Marketers.

Expected timetable of key events

Circular and prospectus sent to shareholders 21 February 2007

Court Meeting 10.00 am on 23 March 2007

Extraordinary General Meeting 11.00 am on 23 March 2007

Last day for dealings in XP Power shares 23 April 2007

Scheme record time 6.00 pm on 24 April 2007

Effective date of Scheme 24 April 2007

Suspension of listing of XP Power 8.00 am on 24 April 2007

Delisting of XP Power shares, 8.00 am on 25 April 2007

XP Power Ltd shares admitted to the

Official List and commencement

of dealings in XP Power Singapore shares

on the London Stock Exchange

Despatch of definitive share certificates 9 May 2007

for XP Power Singapore in certificated form

This timetable is based on XP Power's expectations as at the date of this
announcement and may be subject to change.

Investec Bank (UK) Limited is acting for XP Power and XP Power Singapore as
Sponsor in connection with the corporate reorganisation and no-one else and
will not be responsible to anyone other than XP Power plc and XP Power
Singapore for providing the protections afforded to each of their respective
clients or for providing advice in relation to the corporate reorganisation or
any other matters referred to in this document.

Enquiries:

XP Power plc (0118 984 5515)

Larry Tracey, Executive Chairman

James Peters, Deputy Chairman

Duncan Penny, Chief Executive Officer

Weber Shandwick Financial (020 7067 0700)

Nick Dibden

Notes to editors:

About XP Power

XP Power provides power supply solutions to the electronics industry.

All electronic equipment needs a power supply. Power supplies convert the
incoming AC supply into various levels of DC voltages to drive electronic
components and sub-assemblies within the end user's equipment. XP Power
segments its business into Communications, Defence and Avionics, Industrial and
Medical. By servicing these markets XP Power provides investors with access to
technology and industrial sectors of the North American, European and Asian
electronics market.

The market is highly fragmented and made up of a large number of small to
medium sized Original Equipment Manufacturers who source standard and modified
standard power supplies from several hundred power supply companies.

For further information, please visit www.xppower.com

The circular and prospectus are available for inspection at the UK Listing
Authority's Document Viewing Facility, which is situated at:

Financial Services Authority

25 The North Colonnade

Canary Wharf

London E14 5HS

Telephone: [phone]

Copies of the circular and prospectus are also available for inspection at the
registered office of XP Power Singapore at 138 Robinson Road #17-00, The
Corporate Office, Singapore 068906 and at the offices of XP Power at 16
Horseshoe Park, Pangbourne, Berkshire RG8 7JW.


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