Director Share and Option Award

19 May 2026

XP Factory plc (AIM: XPF)

("XP Factory" or the "Company")

Director Share and Option Award

XP Factory plc (AIM: XPF) announces that, on 30 January 2026, ahead of his appointment as a director and Non-Executive Chairman of the Company (announced on 2 February 2026), the Company awarded James van den Bergh certain share options. The option awards were granted on an incentive basis, such that, over a four-year performance period, should the Company’s share price achieve a performance hurdle of (a) 100% of 12 pence (which was the three-month average share price at the time of Mr van den Bergh’s appointment) (the “Exercise Price”) for a period of 30 consecutive business days, he would have the option to acquire 1,047,860 shares in the Company at the Exercise Price and (b) 200% of the Exercise Price for a period of thirty consecutive business days, he would have the option to acquire a further 2,127,474 shares in the Company at the Exercise Price. In the event that the Company pursues an equity raise during the performance period at a price lower than 12 pence, the Exercise Price will be adjusted to this price.

Upon exercise, the applicable option shares will be issued in equal monthly instalments over the twelve months following the exercise date. Upon a change of control event of the Company, the above option awards vest immediately.

In addition, the Company confirms that Mr van den Bergh will be taking his £65,000 annual salary in shares in lieu of cash (“Salary Shares”), calculated at the Exercise Price for the first year and the price to be reviewed annually thereafter. It is intended the Salary Shares will be paid upon the anniversary of appointment. 

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