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Grant of LTIP awards

In brief · summary, not quotable

Midwich Group plc has granted 600,000 nominal cost options under its 2016 Long Term Incentive Plan to Group Managing Director Stephen Fenby, representing approximately 285% of his salary based on a share price of 181.00 pence. This award, valued at £1,086,000, is subject to performance conditions tied to Adjusted Profit Before Tax and Total Shareholder Return, with vesting scheduled for December 2028 and a potential two-year post-vesting holding period. This move aims to align management incentives with shareholder returns and drive future performance.

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Midwich Group (AIM: MIDW), a global specialist audio visual distributor to the trade market, today announces that it has granted 600,000 nominal cost options over ordinary shares of £0.01 each in the Company under the Midwich Group plc 2016 Long Term Incentive Plan (the "LTIP") to Stephen Fenby, Group Managing Director (the "2025 LTIP Award" or the "Award").

Background

Since IPO in 2016, the Group has granted LTIP awards to senior employees as means to provide alignment with shareholders and incentivise the delivery of long term performance against targets set by the Remuneration Committee at the start of each three year period. Historically, participants have included the Group Finance Director but not the Group Managing Director, as the Committee felt that Mr. Fenby's existing shareholding provided sufficient shareholder alignment.

The Committee and Board recognise that this is a critical moment for the Group and its leadership - it is key that management are incentivised (and appropriately rewarded) for successfully executing initiatives to drive future performance for all stakeholders. It was therefore determined that the 2025 LTIP awards should include Stephen Fenby, Group Managing Director, to provide direct alignment of specific financial and total shareholder returns ("TSR") performance targets in line with the broader management team. The Award represents approximately 285% of salary, based on the share price for the purposes of grant (being181.00 p).

Performance conditions and vesting schedule

Recognising the importance of both financial performance and shareholder return, the 2025 LTIP Award is subject to performance conditions based on:

  • Adjusted Profit Before Tax (50% weighting) - based on the financial year ending 31 December 2027; and
  • Absolute Total Shareholders Return (50% weighting) - based on the 60 day period immediately following the 2028 interim results.

The Committee considers that the Adjusted PBT performance targets are commercially sensitive at this time but will be disclosed retrospectively in the relevant Directors' Remuneration Report. The Absolute TSR performance targets are such that:

  • 25% of this element of the Award will vest for TSR of 35% over the performance period;
  • 50% of this element of the Award will vest for TSR of 55% over the performance period; and
  • 100% of this element of the Award will vest for TSR of 75% over the performance period.

The Award will vest in December 2028 and part of the award will be subject to a two year post-vesting holding period.

1.Details of the person discharging managerial responsibilities/person closely associated
(a)NameStephen Fenby
2.Reason for the notification
(a)Position/statusGroup Managing Director
(b)Initial notification/ AmendmentInitial notification
3.Details of the issuer
(a)NameMidwich Group Plc
(b)LEI213800TUH2ZU68PZZN12
(a)Description of the Financial InstrumentOrdinary shares of £0.01 each
(b)Identification code of the Financial InstrumentGB00BYSXWW41
(c)Nature of the transactionGrant of 2025 LTIP award in the form of nominal cost options under the 2016 Long Term Incentive Plan
(d)Price(s) and volume(s)Price(s)Volume(s)
1p600,000
(e)Aggregated information - Aggregated volume - Pricen/a
(f)Date of the transaction23 December 2025
(g)Place of the transactionOff market

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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