Grant of LTIP & CSOP options

About this update from Personal Group Holdings Plc

Press Release 21 June 2023       Personal Group Holdings Plc   ("the Company" or "the Group")     Grant of LTIP & CSOP options   Personal Group Holdings Plc (AIM: PGH), the workforce benefits and services provider, announces the grant of options under the Personal Group Holdings Plc 2023 issuance of the Long Term Incentive Plan (the "LTIP") and the Company's HMRC approved Company Share Option Plan ("CSOP ") as detailed below.   LTIP Awards A total of 367,384 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 Awards is subject to the satisfaction of performance conditions assessed over the three financial years ending 31 December 2025. Once vested, the options may be exercised at any time until the tenth anniversary of the Award date. The Awards are subject to claw back and malus provisions.   Performance conditions   The Awards are subject to attainment of targets over three areas:   Attainment target % of Awards subject to Attainment Target   Measurement Period Number of Awards that vest if Attainment Target is satisfied Total Shareholder Return ("TSR") 42.5% 1 January 2023 to 31 December 2025 12.5% of the overall award will vest at achievement of threshold target with 42.5% vesting at maximum target and a linear sliding scale between 12.5% - 42.5%   EBITDA 42.5% 1 January 2023 to 31 December 2025 12.5% of the overall award will vest at achievement of threshold target with 42.5% vesting at maximum target and a linear sliding scale between 12.5% - 42.5%   ESG Measures 15.0% 1 January 2023 to 31 December 2025 100% vesting where the Remuneration Committee ascertains that performance measures have been adequately met     The core performance measures underpinning the vesting of awards under the LTIP are the delivery of: ·      at least 20% per annum cumulative TSR growth up to a maximum of 30% for full vesting; ·      a minimum threshold of cumulative EBITDA of £11 million in the final year of the scheme. The maximum threshold is achieved with a cumulative EBITDA of £12.5 million or above and in the final year of the scheme and ·      continued improvement on ESG metrics from the 2022 LTIP including reducing CO 2, ,  setting new targets for our workforce to reflect the ethnic and gender population of Milton Keynes, our main HO base, and having a positive social impact on the communities where the Group trades by working towards regular employee volunteering commitments as well as our regular financial commitment through our charity PACT (Personal Assurance Charitable Trust). Full details across the Group's ESG targets and performance can be found within the Company's annual report. On 20 June 2023 the LTIP Awards were granted to the following PDMRs:   PDMR Number of options over ordinary shares subject to Award Sarah Mace - Chief Financial Officer 137,858 Steve Bush - Chief Operating Officer 70,731 Karen Thornley - Chief Commercial Officer 80,619 Richard Thompson - Chief Information Officer 78,176   CSOP Awards   The Company also announces that, on 30 June 2023, it granted options over 124,993 new ordinary shares of 5p each in the Company to certain employees and PDMRs. These options were granted to continue the appropriate incentivisation of the Company's senior management team and employee base and will continue to be granted from time to time as the Remuneration Committee deems appropriate. These options were granted under the Company's CSOP and may be exercised within 10 years from 30 June 2023, at an exercise price of 2.16p per share.   Number of options Exercise price (pence per share) Total number of options held Total number of ordinary shares held % holding of ordinary shares Deborah Frost 13,888 216.00 22,634 333,678 1.068 Sarah Mace 13,888 216.00 20,010 12,136 0.039 Steve Bush 27,777 216.00 27,777 - - Karen Thornley 13,888 216.00 28,522 2,661 0.009 Richard Thompson 13,888 216.00 22,459 - - Other senior staff members (not a PDMR) 41,664 216.00 N/A N/A N/A   The Grant of the Awards constitutes a related party transaction for the purposes of AIM Rule 13. The independent directors consider, having consulted with the Company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.   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   Deborah Frost 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 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) CSOP - £2.16 per share 13,888 d)   Aggregated information   - Aggregated volume     - Price     13,888     £29,998.08   e)   Date of the transaction   20 June 2023 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 CFO 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 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) LTIP - £0.05 per share CSOP - £2.16 per share 137,858 13,888 d)   Aggregated information   - Aggregated volume     - Price     151,746     £36,890.98   e)   Date of the transaction   20 June 2023 f)   Place of the transaction   Outside a trading venue   1   Details of the person discharging managerial responsibilities / person closely associated   a)   Name   Steve Bush 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 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) LTIP - £0.05 per share CSOP - £2.16 per share 70,731 27,777 d)   Aggregated information   - Aggregated volume     - Price     98,508     £63,534.87   e)   Date of the transaction   20 June 2023 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 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 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) LTIP - £0.05 per share CSOP - £2.16 per share 80,619 13,888 d)   Aggregated information   - Aggregated volume     - Price     94,507     £34,029.03   e)   Date of the transaction   20 June 2023 f)   Place of the transaction   Outside a trading venue   1   Details of the person discharging managerial responsibilities / person closely associated   a)   Name   Richard Thompson 2   Reason for the notification   a)   Position/status Chief Information 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 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) LTIP - £0.05 per share CSOP - £2.16 per share 78,176 13,888 d)   Aggregated information   - Aggregated volume     - Price     92,064     £33,906.88   e)   Date of the transaction   20 June 2023 f)   Place of the transaction   Outside a trading venue     - ENDS -       For more information please contact:   Personal Group Holdings Plc   Deborah Frost (CEO) / Sarah Mace (CFO) Via Alma PR     Cenkos Securities Plc   Camilla Hume / Callum Davidson (Nomad) +44 (0)20 7397 8900 Russell Kerr (Sales) Alma PR +44 (0)20 3405 0205 Caroline Forde / Joe Pederzolli / Kinvara Verdon [email protected]      Notes to Editors   Personal Group Holdings Plc (AIM: PGH) is a workforce benefits and services provider. The Group enables employers across the UK to improve employee engagement and support their people's physical, mental, social and financial wellbeing. Its vision is to create a brighter future for the UK workforce.   Personal Group provides health insurance services and a broad range of employee benefits, engagement, and wellbeing products. Its offerings can also be delivered through its proprietary app, Hapi, and the recently developed extension to the platform, Hapiflex.   The Group's growth strategy is centred around widening the footprint of the business into the SME, talent-led & Public Sectors, thereby expanding the addressable customer base. In addition, it aims to grow in its existing industrial heartlands, to re-invigorate growth in insurance policyholders and to drive the use of its SaaS offerings.   Group Clients include: Airbus, Barchester Healthcare, British Transport Police, Merseyrail, Randstad, Royal Mail Group, The Royal Mint, the Sandwell & Birmingham NHS Trust, Stagecoach Group plc, and The University of York.   For further information on the Group please see  www.personalgroup.com

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