Grant of LTIP, RSP and DBP awards

9 March 2022

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

Grant of Long Term Incentive Plan, Restricted Share Plan and Deferred Bonus Plan awards

The Company announces that on 8 March 2022, the Executive Directors of the Company were awarded nominal priced options over ordinary shares of 1 pence each in the Company (“Ordinary Shares”), under the XP Power Limited Long Term Incentive Plan 2017 (the “LTIP’s”) and the XP Power Limited Restricted Share Plan 2020 (the “RSP’s”). The vesting of the LTIP’s, after five years, is conditional on meeting performance conditions measured over a three-year period (FY22, FY23 and FY24), which will be disclosed in the Annual Report and Accounts 2021 (the “FY21 Annual Report”). The RSP’s are subject to a five year vesting period, with no performance conditions attached.

Awards were further granted on 8 March 2022 to the Executive Directors of the Company under the XP Power Deferred Bonus Plan. These awards relate to the compulsory deferral of 50% of their FY21 bonus earned as a director into share awards, which vest after two years. Full details of the FY21 bonus outcome will be set out in the FY21 Annual Report.

The closing mid-market quotation on 7 March 2022, used to calculate the number of options granted under the LTIP, RSP and Deferred Bonus Plan, was £36.00.

All awards were made in accordance with the approved Directors’ Remuneration Policy.

The notification below, made in accordance with the requirements of Article 19 of the EU Market Abuse Regulations, as it forms part of domestic law by virtue of The European Union (Withdrawal) Act 2018, gives further details.

1	Details of the person discharging managerial responsibilities
a)	Name	Gavin Griggs
2	Reason for the notification
a)	Position/status	Chief Executive Officer (PDMR)
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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, type of instrument Identification code	Ordinary shares of £0.01 each (“Ordinary Shares”) SG9999003735
b)	Nature of the transaction	1)	Award of nominal value options over Ordinary Shares as part of the XP Power Limited Long Term Incentive Plan 2017. The potential vesting of the award after five years, is subject to the achievement of earnings per share and total shareholder return targets measured over a three year period. There is no price payable on the grant or vesting of the option. On exercise, the option price of £0.01 per share is payable.
		2)	Award of nominal value options over Ordinary Shares as part of the XP Power Limited Restricted Share Plan 2020. The vesting of the award after five years is not subject to performance conditions. There is no price payable on the grant or vesting of the option. On exercise, the option price of £0.01 per share is payable.
		3)	Grant of nil cost share option award over Ordinary Shares under the XP Power Limited Deferred Share Bonus Plan, which vests after two years.
c)	Price(s) and volume(s)	Price(s) Volume(s) 1) Nil 15,277 2) Nil 1,909 3) Nil 6,371
d)	Aggregated information  - Aggregated volume  - Price	23,557 Nil
e)	Date of the transaction	8 March 2022
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities
a)	Name	Oskar Zahn
2	Reason for the notification
a)	Position/status	Chief Financial Officer (PDMR)
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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, type of instrument Identification code	Ordinary shares of £0.01 each (“Ordinary Shares”) SG9999003735
b)	Nature of the transaction	1)	Award of nominal value options over Ordinary Shares as part of the XP Power Limited Long Term Incentive Plan 2017. The potential vesting of the award after five years, is subject to the achievement of earnings per share and total shareholder return targets measured over a three year period. There is no price payable on the grant or vesting of the option. On exercise, the option price of £0.01 per share is payable.
		2)	Award of nominal value options over Ordinary Shares as part of the XP Power Limited Restricted Share Plan 2020. The vesting of the award after five years is not subject to performance conditions. There is no price payable on the grant or vesting of the option. On exercise, the option price of £0.01 per share is payable.
		3)	Grant of nil cost share option award over Ordinary Shares under the XP Power Limited Deferred Share Bonus Plan, which vests after two years.
c)	Price(s) and volume(s)	Price(s) Volume(s) 1) Nil 11,555 2) Nil 1,444 3) Nil 2,529
d)	Aggregated information  - Aggregated volume  - Price	15,528 Nil
e)	Date of the transaction	8 March 2022
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities
a)	Name	Andy Sng
2	Reason for the notification
a)	Position/status	Executive Vice President, Asia and Director (PDMR)
b)	Initial notification /Amendment	Initial Notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
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, type of instrument Identification code	Ordinary shares of £0.01 each (“Ordinary Shares”) SG9999003735
b)	Nature of the transaction	1)	Award of nominal value options over Ordinary Shares as part of the XP Power Limited Long Term Incentive Plan 2017. The potential vesting of the award after five years, is subject to the achievement of earnings per share and total shareholder return targets measured over a three year period. There is no price payable on the grant or vesting of the option. On exercise, the option price of £0.01 per share is payable.
		2)	Award of nominal value options over Ordinary Shares as part of the XP Power Limited Restricted Share Plan 2020. The vesting of the award after five years is not subject to performance conditions. There is no price payable on the grant or vesting of the option. On exercise, the option price of £0.01 per share is payable.
		3)	Award of nil cost share options over Ordinary Shares under the XP Power Limited Deferred Bonus Plan, which vests after two years.
c)	Price(s) and volume(s)	Price(s) Volume(s) 1) Nil 3,639 2) Nil 727 3) Nil 1,460
d)	Aggregated information  - Aggregated volume  - Price	5,826  Nil
e)	Date of the transaction	8 March 2022
f)	Place of the transaction	Outside a trading venue

Enquiries:

XP Power

Gavin Griggs, Chief Executive Officer  [phone]

Oskar Zahn, Chief Financial Officer    [phone]

Citigate Dewe Rogerson

Kevin Smith/Jos Bieneman    [phone]