XP Power Ltd - 2026 Annual General Meeting Voting Outcome Update

26 August 2026

XP Power Limited

("XP Power" or "the Company")

2026 Annual General Meeting Voting Outcome Update

XP Power is providing an update on engagement with shareholders following the voting outcomes at its Annual General Meeting held on 23 April 2026 (AGM), in accordance with Provision 4 of the UK Corporate Governance Code 2024.

At the AGM, Resolution 7, to re-elect Pauline Lafferty as a Director, and Resolution 13, the advisory vote on the Directors' Remuneration Report, were approved by 79.41% and 76.13% of the votes cast, respectively. The Board views shareholder voting outcomes as an important indicator of investor sentiment and has maintained an open dialogue with shareholders in the period since the AGM to understand the reasons for these voting outcomes.

In both cases, the results follow a recommendation to vote against these resolutions published in a proxy advisor report issued ahead of the AGM.

In respect of Resolution 13, the proxy advisor report cited as rationale for this recommendation principally its assessment of the degree of alignment between the FY2025 annual bonus outcome and the Company's financial performance.

In subsequent engagement with several of the Company's largest shareholders prior to the AGM, holders separately raised as areas on which they welcomed further clarity the definition of the cash conversion metric used for the 2025 bonus, and the perceived rigour of the EPS targets set for the Performance Share Plan.

Following the AGM, the Committee wrote to shareholders in response to the feedback received, and questions raised, on key implementation matters for 2026. This set out the rationale for the design of the 2026 bonus, including measure selection and weighting, as well as a revised definition of Operating Cash Conversion. For the 2026 financial year onwards, Operating Cash Conversion will be measured as the conversion of Adjusted EBITDA (rather than Adjusted Operating Profit) into Adjusted Operating Cash Flow. This change aligns the metric with common practice among listed peers and will be the revised basis on which XP Power will set and measure progress against its stated through-the-cycle target. The Committee also explained in further detail its philosophy and rationale for moving to a through-the-cycle EPS growth range for the Performance Share Plan (PSP), with additional framing of the degree of stretch the range represents (and its appropriateness in the context of the PSP opportunity offered).

A number of the Company's largest shareholders responded to this correspondence to share their perspectives on the items covered. The Committee Chair and Board Chair scheduled calls with those shareholders who requested one, to discuss these points further. The Committee appreciates all the feedback received, including indications of ongoing support from several respondents for the structure of executive incentives at XP Power.

Regarding Resolution 7, the proxy advisor's recommendation to vote against was founded on a concern about the sufficiency of the Committee's response to the vote outcome registered at the AGM in April 2025, not the performance of the Director. The Committee undertook comprehensive engagement activities in the run-up to, and following, the 2025 AGM. As described in the FY2025 Annual Report, the feedback received from this process fed directly into the Committee's deliberations for the 2026 Policy, as well as implementation decisions for 2025. The Committee considers this to have struck an appropriate balance of stakeholder interests and remains committed to ongoing dialogue with shareholders on remuneration matters.

The Board would like to thank all shareholders who took part in the engagement process and will continue to prioritise ongoing engagement with shareholders and welcomes their feedback. A final summary of engagement will be set out in the Company's 2026 Annual Report.

Enquiries: