XP POWER LTD - Director/PDMR Shareholding

16 May 2018

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

Grant of Long Term Incentive Plan (LTIP) awards

The Company announces that on 16 May 2018, 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 “Awards”) approved by shareholders on 19 April 2017.

Director	Number of Ordinary Shares over which awards granted
Mike Laver	3,000
Duncan Penny	11,200
Andy Sng	2,000
TOTAL	16,200

The vesting of the Awards is conditional on meeting performance conditions measured over a three-year period as described below, with 50% vesting on the third anniversary of the date the Awards were made and 50% vesting after a further one year deferral period.

Performance conditions

1. Earnings per Share Target

   Up to 50% of the total Awards will vest on the achievement of the following earnings per share ("EPS") compound growth per annum targets for the three financial years ending 31 December 2018, 2019 and 2020 (the “Performance Condition Period”) as shown in the following table:

EPS compound growth per annum ("EPS Target")	Max. No. of Ordinary Shares vesting subject to the EPS Target
6%	12.5% of total LTIP award
12%	50% of total LTIP award

Achievement of the EPS Target between 6% and 12% will result in the Awards vesting on a straight-line basis and any entitlement to a fraction of an Ordinary Share shall be rounded down.

1. Total Shareholder Return (“TSR”) Target

   Up to 50% 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. 12.5% of the total LTIP award will vest at median performance with 50% of the total LTIP award vesting at upper quartile performance.  Vesting between these points will be measured on a straight-line basis.

   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 serious breach of the Company’s code of ethics or a serious health and safety issue.

1.	Details of the person discharging managerial responsibilities/person closely associated
(a)	Name	Mike Laver Duncan Penny Andy Sng
2.	Reason for the notification
(a)	Position/status	Mike Laver – President, Corporate Development Duncan Penny – Chief Executive 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	Mike Laver                    3,000 Duncan Penny              11,200 Andy Sng                      2,000
(e)	Aggregated information -           Aggregated volume -           Price	Mike Laver                    3,000 Duncan Penny              11,200 Andy Sng                      2,000 TOTAL                         16,200 Exercisable at nominal price of 1 pence per Ordinary Share
(f)	Date of the transaction	16 May 2018
(g)	Place of the transaction	n/a

-Ends-

Enquiries:

XP Power 

Duncan Penny, Chief Executive Officer  [phone]

Gavin Griggs, Chief Financial Officerr     [phone]

Citigate Dewe Rogerson                      [phone]

Kevin Smith/Jos Bieneman/Sam Stibbs

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