Director/PDMR Shareholding

23 February 2016

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

Grant of options

XP announces that on 23 February 2016, certain Directors of the Company were awarded options over ordinary shares of 1p each in the Company (“Ordinary Shares”), under the Company's Share Option Plan, as detailed below.

Director	Number of Ordinary Shares over which options granted	Exercise price per share	Total number of shares over which options held following notification
Mike Laver	25,000	£15.425	100,000
Duncan Penny	50,000	£15.425	125,000
Jonathan Rhodes	20,000	£15.425	40,000
Andy Sng	10,000	£15.425	60,000

The above options will vest 50% on the third anniversary from the date of grant and 50% on the fourth anniversary from the date of grant.  The vesting of these options is subject to XP’s Total Shareholder Return (“TSR”) relative to the FTSE350 Electronic and Electrical Equipment Sector as set out in the following table:

TSR relative to the FTSE Electronic and Electrical Equipment Sector	Percentage of award that vests
Top 20th percentile	100%
Median	25%
Between the median and the Top 20th percentile vesting is on a straight line basis between 25% to 100%	25% to 100%
Below median	Nil

Malus and clawback provisions are also in place to reduce or recover the awards for criteria such as any material misstatement of the financial statements, a major environmental event, a breach of the Company’s code of ethics, or a serious health and safety issue.

-Ends-

Enquiries:

XP Power 

Duncan Penny, Chief Executive Officer  [phone]

Jonathan Rhodes, Finance Director        [phone]

Citigate Dewe Rogerson                       [phone]

Kevin Smith/Jos Bieneman