Grant of LTIP

About this update from Personal Group Holdings Plc

 9 April 2025     Personal Group Holdings Plc   ("the Company" or "the Group")   Grant of LTIP   Personal Group Holdings Plc (AIM: PGH), the workforce benefits and health insurance provider, announces the grant of options under the Company's Long-Term Incentive Plan (the " LTIP ") as detailed below.   LTIP Awards A total of 446,751 share awards have been granted under the LTIP. These are in the form of an option over ordinary shares in the Company and vest subject to the achievement of certain performance criteria and have a nominal value exercise price of £0.05 per share (the " LTIP Awards ").   The vesting of the LTIP Awards is subject to the satisfaction of performance conditions assessed over the three financial years ending 31 December 2027. Once vested, the options may be exercised at any time until the tenth anniversary of the award date. The LTIP Awards are subject to claw back and malus provisions.   Performance conditions   The LTIP Awards are subject to performance hurdles on two targets, as below:   Attainment Target % of LTIP Awards subject to Attainment Target   Measurement Period Number of LTIP Awards that vest if Attainment Target is satisfied Total Shareholder Return ("TSR") 1 50% 1 January 2 025 to 31 December 2 027 12.5% of the LTIP Awards will vest at achievement of the threshold target with 50.0% vesting at maximum target and a linear sliding scale between 12.5% - 50.0%. Adjusted EBITDA 2 50% 1 January 2 025 to 31 December 2 027 12.5% of the LTIP Awards will vest at achievement of the threshold target with 50.0% vesting at maximum target and a linear sliding scale between 5.0% - 50.0%   1 Total Shareholder Return = ((Average Closing Share Price - Average Opening Share Price) + cash dividends paid in the Performance Period) divided by the Average Opening Share Price, with the resultant growth rate expressed as an annual compound growth rate . 2 Adjusted EBITDA is defined as earnings before interest, tax, depreciation, amortisation of intangible assets, goodwill impairment, share-based payment expenses, profit or loss on disposal of subsidiaries, corporate acquisition costs and restructuring costs.   The core performance measures underpinning the LTIP Awards are the delivery of:   ·      at least 14.9% per annum cumulative TSR growth up to a maximum of 26.6% for full vesting; and ·      a minimum of a 55% increase in EBITDA per share in 2027 in comparison to the 2024 value. The maximum threshold is achieved with an 80% increase in EBITDA per share in 2027 in comparison to 2024.   On 08 April 2025 the LTIP Awards were granted to the following PDMRs:   PDMR Number of options over ordinary shares subject to Award Paula Constant - Chief Executive Officer 151,134 Sarah Mace - Chief Financial Officer 94,976 Hywel Phillips - Chief Operating Officer 50,835 Helen Tinnelly - Chief Commercial Officer 37,795 Arianne Riddell - Chief Sales Officer 37,795 Karen Thornley - Chief Product and Partnerships Officer 31,738 Other senior staff members (non-PDMR) 42,478       Further detail is provided below in accordance with Article 19.3 of the EU Market Abuse Regulation. 1   Details of the person discharging managerial responsibilities / person closely associated   a)   Name   Paula Constant 2   Reason for the notification a)   Position/status Chief Executive b)   Initial notification /Amendment   Initial 3   Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor   a)   Name   Personal Group Holdings Plc b)   LEI   213800TN8BH2YYWAH345 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, type of instrument   Identification code Options over ordinary shares of 5p each     ISIN: GB0002760279   b)   Nature of the transaction   Grant of options     c)   Price(s) and volume(s)     Price(s) Volume(s) Nil 151,134 d)   Aggregated information   - Aggregated volume     - Price     N/A   e)   Date of the transaction   8 April 2025 f)   Place of the transaction   Outside a trading venue   1   Details of the person discharging managerial responsibilities / person closely associated   a)   Name   Sarah Mace 2   Reason for the notification   a)   Position/status Chief Financial Officer b)   Initial notification /Amendment   Initial 3   Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor   a)   Name   Personal Group Holdings Plc b)   LEI   213800TN8BH2YYWAH345 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, type of instrument   Identification code Options over ordinary shares of 5p each     ISIN: GB0002760279   b)   Nature of the transaction   Grant of options     c)     Price(s) and volume(s)     Price(s) Volume(s) Nil 94,976 d)   Aggregated information   - Aggregated volume     - Price     N/A   e)   Date of the transaction   8 April 2025 f)   Place of the transaction   Outside a trading venue   1   Details of the person discharging managerial responsibilities / person closely associated   a)   Name   Hywel Phillips 2   Reason for the notification   a)   Position/status Chief Operating Officer b)   Initial notification /Amendment   Initial 3   Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor   a)   Name   Personal Group Holdings Plc b)   LEI   213800TN8BH2YYWAH345 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, type of instrument   Identification code Options over ordinary shares of 5p each     ISIN: GB0002760279   b)   Nature of the transaction   Grant of options     c)     Price(s) and volume(s)     Price(s) Volume(s) Nil   50,836 d)   Aggregated information   - Aggregated volume     - Price     N/A   e)   Date of the transaction   8 April 2025 f)   Place of the transaction   Outside a trading venue   1   Details of the person discharging managerial responsibilities / person closely associated   a)   Name   Karen Thornley 2   Reason for the notification   a)   Position/status Chief Product and Partnerships Officer b)   Initial notification /Amendment   Initial 3   Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor   a)   Name   Personal Group Holdings Plc b)   LEI   213800TN8BH2YYWAH345 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, type of instrument   Identification code Options over ordinary shares of 5p each     ISIN: GB0002760279   b)   Nature of the transaction   Grant of options     c)     Price(s) and volume(s)     Price(s) Volume(s) Nil 31,738   d)   Aggregated information   - Aggregated volume     - Price N/A   e)   Date of the transaction   8 April 2025 f)   Place of the transaction   Outside a trading venue   1   Details of the person discharging managerial responsibilities / person closely associated   a)   Name   Helen Tinnelly 2   Reason for the notification   a)   Position/status Chief Commercial Officer b)   Initial notification /Amendment   Initial 3   Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor   a)   Name   Personal Group Holdings Plc b)   LEI   213800TN8BH2YYWAH345 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, type of instrument   Identification code Options over ordinary shares of 5p each     ISIN: GB0002760279   b)   Nature of the transaction   Grant of options     c)     Price(s) and volume(s)     Price(s) Volume(s) Nil 37,795   d)   Aggregated information   - Aggregated volume     - Price     N/A   e)   Date of the transaction   8 April 2025 f)   Place of the transaction   Outside a trading venue   1   Details of the person discharging managerial responsibilities / person closely associated   a)   Name   Arianne Riddell 2   Reason for the notification   a)   Position/status Chief Sales Officer b)   Initial notification /Amendment   Initial 3   Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor   a)   Name   Personal Group Holdings Plc b)   LEI   213800TN8BH2YYWAH345 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, type of instrument   Identification code Options over ordinary shares of 5p each     ISIN: GB0002760279   b)   Nature of the transaction   Grant of options     c)     Price(s) and volume(s)     Price(s) Volume(s) Nil 37,795   d)   Aggregated information   - Aggregated volume     - Price     N/A   e)   Date of the transaction   8 April 2025 f)   Place of the transaction   Outside a trading venue     - ENDS -     For more information please contact: Personal Group Holdings Plc   Paula Constant (CEO) / Sarah Mace (CFO) Via Alma     Canaccord Genuity Limited (Nominated Adviser & Broker)   Max Hartley / Harry Rees +44 (0)20 7523 8000 Alma Strategic Communications +44 (0)20 3405 0205 Caroline Forde / Kinvara Verdon / Rose Docherty [email protected]      Notes to Editors   Personal Group Holdings Plc (AIM: PGH) is a workforce benefits and health insurance provider. Its vision is to be the champion of affordable and accessible insurance and benefits, keeping businesses and their employees happy, healthy and protected. The Group is proud to support the health and wellbeing of c. 1.25 million UK employees. The Group's insurance provides employees with access to affordable, individual policies for hospital, recovery and death benefit plans. The Group's award-winning benefits platform, Hapi, brings together extensive employee benefits, discounts and rewards, in one responsive platform. As well as being sold direct to employers, the Hapi platform supports Sage's Employee Benefits offerings for SMEs. This comprehensive range of offerings, powerful platform and unique sales model of face-to-face, one-to-one engagement with employees, provides Personal Group with a strong market position from which to grow. Head-quartered in Milton Keynes, the Group has built an extensive blue-chip customer list over its 40-year history, including Airtanker, B & Q, Barchester Healthcare, British Transport Police, British Airways, Merseyrail, Office of National Statistics, Randstad, Royal Mail Group, The Royal Mint, Stagecoach Group plc, and The University of York. For further information on the Group please see  www.personalgroup.com    

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