XP Power Ltd - 2024 Annual General Meeting Voting Outcome Update

23 August 2024

XP Power Limited

("XP Power" or "the Company")

2024 Annual General Meeting Voting Outcome Update

At the XP Power Annual General Meeting (AGM) held on 25 April 2024, Resolution 14, to authorise the Directors to allot shares up to two thirds of the Company's issued share capital was approved by 75.89% of the votes cast. In accordance with Provision 4 of the UK Corporate Governance Code 2018, the Company is providing an update on its subsequent engagement with those shareholders who voted against the resolution.

The Company notes that the voting outcome was primarily the result of two significant shareholders voting against Resolution 14. Following the AGM, the Board actively engaged with these shareholders to understand the rationale behind their vote against. The feedback indicated that the votes reflected their application of internal policies as applied to all their investments, which either specifically oppose the principle of Directors' authority to allot shares or have a lower threshold for the issuance of new shares than that proposed in the Resolution.

Resolution 14 sought authority to allot shares in line with the Share Capital Management Guidelines published by the Investment Association. The Directors have no present intention of exercising this authority and continue to consider that the level of Directors' authority under this resolution is appropriate to ensure maximum flexibility in managing the financial resources of the Company.

The Company remains committed to ongoing engagement with shareholders and welcomes feedback. A final summary will be provided in the Company's 2024 Annual Report.

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