Grant of Options

EnSilica (AIM: ENSI), a leading fabless microchip maker with a growing portfolio of reusable IP, serving the Space and Communications, Industrial, and Automotive markets, announces that the Company's Remuneration Committee has approved the grant of options over ordinary shares of 0.1p each in the Company ("Ordinary Shares") under the Company's Long Term Incentive Plan 2022 (the "LTIP") to the Company's Executive Directors and members of the senior management team (the "Options").

The Options are intended to align the interests of the Company's Executive Directors and members of the senior management team with those of shareholders by incentivising the delivery of sustained long-term growth in earnings and shareholder value.

In addition to the Options, the board of directors of EnSilica (the "Board" or the "Directors") will continue to grant equity awards to key employees under its broader employee incentive arrangements. The Board believes that broad employee participation in equity incentive schemes helps align employees' interests with those of shareholders and supports the attraction, motivation and retention of skilled talent across the business.

The Options will ordinarily vest following the announcement of the Company's results for the financial year ending 31 May 2029 ("FY2029"), subject to, inter alia, the achievement of demanding performance conditions and continued employment. Where the threshold performance conditions are not achieved at the initial three-year testing date, the Options will remain capable of vesting following the announcement of the Company's results for the financial year ending 31 May 2030 ("FY2030"), subject to the achievement of higher performance targets.

Performance will be measured equally against two independent metrics:

• EBITDA - 50% of the Options are based on adjusted EBITDA targets, whereby 25% of these Options will vest when underlying adjusted EBITDA reaches £10.0 million for FY2029 (increasing to £12.0 million at the FY2030 testing date), with full vesting of these Options requiring adjusted EBITDA of £13.0 million for FY2029 (or £15.0 million for FY2030); and
• Total Shareholder Return ("TSR") - 50% of the Options are based on TSR targets, measured by reference to the Company's average share price over the 20 trading days from the announcement of the relevant annual results. Vesting will commence as to 25% of these Options only if the average share price reaches 150 pence at the FY2029 testing date (or 172 pence at the FY2030 testing date), with full vesting of these Options requiring an average share price of 200 pence for the FY2029 testing date (or 252 pence for the FY2030 testing date).

Between the minimum and maximum performance thresholds, vesting of the Options will occur on a straight-line basis from 25% to 100%.

In addition, for any Options that vest and are exercised, 50% of the shares acquired will be subject to a mandatory one-year holding period (net of applicable tax liabilities), further reinforcing the alignment of management's interests with those of shareholders over the longer term.

Pursuant to the terms of the LTIP, each Option has an exercise price of 0.1p per share, being the nominal value of the Company's ordinary shares.

The Options are subject to the customary provisions of the LTIP, including malus and clawback, leaver provisions and the discretion of the Remuneration Committee in appropriate circumstances.

Executive Director Options

Of the Options granted, 2,166,000 have been granted to the Executive Directors of the Company as set out below:

There is now a total of 10,188,526 options over new Ordinary Shares granted to directors and employees of the Company.

Information required under the UK Market Abuse Regulation: