2025 Annual General Meeting Voting Outcome Update

28 August 2025

XP Power Limited

("XP Power" or "the Company")

2025 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 24 April 2025 (AGM), in accordance with Provision 4 of the UK Corporate Governance Code 2024.

At the AGM, Resolution 2, to re-elect Jamie Pike as a Director and Resolution 15, to authorise the Directors to allot shares up to two thirds of the Company's issued share capital, were approved by 77.80% and 74.85% of the votes cast, respectively. In addition, Resolution 13, the advisory vote on the Directors' Remuneration Report was not passed by the requisite majority. The Company takes shareholder voting outcomes seriously and has continued to maintain an open dialogue with shareholders since the AGM.

In respect of Resolution 13, the main concern raised by shareholders related to the Executive Directors' bonus outcome. Ahead of the AGM, the Remuneration Committee Chair wrote to the Company's top 20 shareholders and engaged with key investors. During that process, shareholders indicated strong support for the executive leadership team overall, but some challenged the level of payout in the wider performance context for the Company. This view was also reflected in commentary by certain proxy voting advisors, who recommended voting against this resolution. All feedback received is helpful and will inform the Committee's thinking as it commences its triennial review of the Directors' Remuneration Policy. This will be subject to further shareholder consultation ahead of the Policy's submission for approval at the 2026 AGM.

Regarding Resolutions 2 and 15, the Company noted that the voting outcomes were primarily the result of two significant shareholders voting against. In the case of Resolution 2, feedback indicated that opposition to Jamie Pike's re-election partly reflected frustration from shareholders over company performance. On Resolution 15, the Board had previously engaged with the relevant shareholders to understand their positions. Their votes were in line with internal investment policies, which either oppose the principle of Directors' authority to allot shares or support a lower threshold than that proposed. Resolution 15 sought authority to allot shares in line with the Share Capital Management Guidelines published by the Investment Association. The Directors have no present intention to use this authority but consider it appropriate to retain maximum flexibility in managing the Company's financial resources.

The Company remains committed to ongoing dialogue with shareholders and welcomes feedback. A final summary of engagement will be included in the Company's 2025 Annual Report.

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