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Grant of LTIP

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Personal Group Holdings Plc has granted 212,357 share options under its Long-Term Incentive Plan with a nominal exercise price of £0.05 per share, vesting subject to performance conditions related to Total Shareholder Return and Adjusted EBITDA over the three years ending December 31, 2028. The Chief Executive Officer received 100,480 options, with other senior staff also receiving grants. These awards are subject to claw back and malus provisions and may be exercised up to ten years after vesting.

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Personal Group Holdings Plc (AIM: PGH), the workforce benefits and services provider, announces the grant of options under the Company's Long-Term Incentive Plan (the "LTIP") as detailed below.

LTIP Awards

A total of 212,357 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 (the "LTIP Awards"). The LTIP Awards have a nominal value exercise price of £0.05 per share.

The vesting of the LTIP Awards is subject to the satisfaction of performance conditions assessed over the three financial years ending 31 December 2028. 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 TargetMeasurement PeriodProportion of LTIP Awards that vest relative to satisfaction of Attainment Target
Total Shareholder Return ("TSR") 140%1 January 2 026 to 31 December 2 02810% of the LTIP Awards will vest at achievement of the threshold target with 40% vesting at maximum target and a linear sliding scale between 10% - 40%.
Adjusted EBITDA 260%1 January 2 026 to 31 December 2 02815% of the LTIP Awards will vest at achievement of the threshold target with 60% vesting at maximum target and a linear sliding scale between 15% - 60%

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 9.0% per annum cumulative TSR growth up to a maximum of 16.0% for full vesting; and
  • a minimum of a 45% increase in EBITDA per share in 2028 in comparison to the 2025 value. The maximum threshold is achieved with an 70% increase in EBITDA per share in 2028 in comparison to 2025.

The LTIP Awards were granted to the following PDMRs:

PDMRNumber of options over ordinary shares g ranted
Paula Constant - Chief Executive Officer100,480
Hywel Phillips - Chief Operating Officer39,431
Jenny Hinde - Chief People Officer11,529
Arianne Riddell - Chief Sales Officer15,963
Karen Thornley - Innecto Chief Executive Officer15,826
Other senior staff members (non-PDMR)29,128

Further detail is provided below in accordance with Article 19.3 of the EU Market Abuse Regulation.

1Details of the person discharging managerial responsibilities / person closely associated
a)NamePaula Constant
2Reason for the notification
a)Position/statusChief Executive Officer
b)Initial notification /AmendmentInitial
a)NamePersonal Group Holdings Plc
b)LEI213800TN8BH2YYWAH345
a)Description of the financial instrument, type of instrument Identification codeOptions over ordinary shares of 5p each ISIN: GB0002760279
b)Nature of the transactionGrant of options
c)Price(s) and volume(s)Price(s) Volume(s) Nil 100,480
d)Aggregated information - Aggregated volume - PriceN/A
e)Date of the transaction26 May 2026
f)Place of the transactionOutside a trading venue
1Details of the person discharging managerial responsibilities / person closely associated
a)NameHywel Phillips
2Reason for the notification
a)Position/statusChief Operating Officer
b)Initial notification /AmendmentInitial
a)NamePersonal Group Holdings Plc
b)LEI213800TN8BH2YYWAH345
a)Description of the financial instrument, type of instrument Identification codeOptions over ordinary shares of 5p each ISIN: GB0002760279
b)Nature of the transactionGrant of options
c)Price(s) and volume(s)Price(s) Volume(s) Nil 39,431
d)Aggregated information - Aggregated volume - PriceN/A
e)Date of the transaction26 May 2026
f)Place of the transactionOutside a trading venue
1Details of the person discharging managerial responsibilities / person closely associated
a)NameKaren Thornley
2Reason for the notification
a)Position/statusInnecto Chief Executive Officer
b)Initial notification /AmendmentInitial
a)NamePersonal Group Holdings Plc
b)LEI213800TN8BH2YYWAH345
a)Description of the financial instrument, type of instrument Identification codeOptions over ordinary shares of 5p each ISIN: GB0002760279
b)Nature of the transactionGrant of options
c)Price(s) and volume(s)Price(s) Volume(s) Nil 15,826
d)Aggregated information - Aggregated volume - PriceN/A
e)Date of the transaction26 May 2026
f)Place of the transactionOutside a trading venue
1Details of the person discharging managerial responsibilities / person closely associated
a)NameJenny Hinde
2Reason for the notification
a)Position/statusChief People Officer
b)Initial notification /AmendmentInitial
a)NamePersonal Group Holdings Plc
b)LEI213800TN8BH2YYWAH345
a)Description of the financial instrument, type of instrument Identification codeOptions over ordinary shares of 5p each ISIN: GB0002760279
b)Nature of the transactionGrant of options
c)Price(s) and volume(s)Price(s) Volume(s) Nil 11,529
d)Aggregated information - Aggregated volume - PriceN/A
e)Date of the transaction26 May 2026
f)Place of the transactionOutside a trading venue
1Details of the person discharging managerial responsibilities / person closely associated
a)NameArianne Riddell
2Reason for the notification
a)Position/statusChief Sales Officer
b)Initial notification /AmendmentInitial
a)NamePersonal Group Holdings Plc
b)LEI213800TN8BH2YYWAH345
a)Description of the financial instrument, type of instrument Identification codeOptions over ordinary shares of 5p each ISIN: GB0002760279
b)Nature of the transactionGrant of options
c)Price(s) and volume(s)Price(s) Volume(s) Nil 15,963
d)Aggregated information - Aggregated volume - PriceN/A
e)Date of the transaction26 May 2026
f)Place of the transactionOutside a trading venue

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

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