Annual Grant of Options and PDMR Shareholding

Redcentric plc (AIM: RCN), a leading UK IT Managed Services Provider (‘MSP’), announces that it has granted a total of 2,629,502 options over new ordinary shares of 0.1 pence each in the Company (‘Ordinary Shares’) under the Company's 2016 Long Term Incentive Plan (‘LTIP Options’) and 1,339,450 Restricted Share Awards, in lieu of cash incentive awards.

The LTIP Options are a combination of three-year, nominal cost (0.1 pence) options and subject to continued employment and the meeting of certain Total Share Returns (‘TSR’) performance conditions described below, plus three-year restricted stock units (‘RSU’s) with employment conditions attached.

The Restricted Share Awards are a new award that is being issued in lieu of accrued cash awards related to FY26 performance and are subject to continued employment by recipients for up to two years.

890,322 of the LTIP Options and 462,428 of the Restricted Share Awards were granted to executive directors of the Company as follows:

The LTIP Performance-based Options for Tim Sykes have identical performance criteria to those options granted to each of Michelle Senecal de Fonseca and Richard McGuire on 18 December 2025. Accordingly, the options granted to Tim Sykes will ordinarily vest and become exercisable from 18 December 2028, subject to the performance conditions having been met and his continued employment. The performance conditions attached to those Options relate to the Company's absolute Total Shareholder Return ('TSR') performance using a base price of 124 pence, representing pre-existing contractual arrangements.

The LTIP Performance-based Options to other employees will ordinarily vest and become exercisable following the announcement of the Company’s annual results for the year ending 31 March 2029, subject to the performance conditions having been met and each recipient’s continued employment. The performance conditions attached to these Performance-based Options relate to the Company's absolute Total Shareholder Return ('TSR') performance period from 1 April 2026 using a base price of 114.65 pence, being the average closing mid-market price over the five days prior to 31 March 2026.

Consistent with past practice, vesting targets over the three-year performance period (the ‘Performance Period’) have been set as follows:

­ -No vesting will occur for a TSR of less than 5% above the relevant base price per annum

­- Subject to achieving an annualised TSR over the Performance Period of 5% above the relevant base price, 25% of the Options referred to above may vest; and

­ -Thereafter, vesting will increase on a straight-line basis to full vesting for a TSR over the Performance Period of 10% above the relevant base price, per annum.

Included within the disclosed LTIP Options quantum are 410,921 RSU’s granted to a wide range of employees. These will vest in line with the wider LTIP scheme, being the publication of the Company’s preliminary results for the period to 31 March 2029, or if sooner on the third anniversary of the date of grant.

The Restricted Share Awards are in lieu of prevailing and accrued cash incentive awards and designed to maintain employee commitment and loyalty to the Group, further driving shareholder alignment.

Aggregate Options and Awards

Following shareholder approval on 7 July 2026, by way of a Tender Offer to all shareholders, the Company repurchased 56,250,000 Ordinary Shares, representing approximately 35.1% of the then issued share capital. As a result of the Tender Offer and a subsequent share buyback programme, the Company’s issued share capital has been reduced to 103,071,740 Ordinary Shares, including 1,520,396 held in Treasury.

All outstanding options/performance-related share awards that were in existence prior to the launch of the Tender Offer did not participate in the Tender Offer and the number of awards granted remained unchanged.

In light of the significant reduction in the Company’s issued share capital following the Tender Offer, the Remuneration Committee has determined that it will adjust the threshold of LTIP dilution capacity to reflect current issued share capital of the Company. This adjustment to the capacity calculation (rather than any reduction in the awards themselves) will restore the Company’s headroom guideline to a level consistent with the position that existed prior to the Tender Offer.

Following the grant of the LTIP Options and Awards set out in this announcement, there are options outstanding over 11,542,497 Ordinary Shares, representing approximately 7.2% of the Company's issued share capital prior to the Tender Offer, (11.2% of the current total issued share capital).

The grant of Options to Tim Sykes detailed above comprises a related party transaction for the purposes of AIM Rule 13. The Company’s independent Directors, which for the purposes of these related party transactions means all Board directors other than Tim Sykes, consider that the terms are fair and reasonable insofar as the Company’s shareholders are concerned.

Redcentric believes in strong alignment between management, employees and shareholders through the use of stretched, performance-related share awards (rather than cash awards) and intends to continue to operate such arrangements, following discussions with major investors.

The Company continues to monitor its dilution position in accordance with applicable institutional investor guidelines and best practice and will keep shareholders informed of any further developments.