Director/PDMR/PCA Shareholding & TR-1 Notification
Microlise Group plc announced that on March 11, 2026, Chief Executive Nadeem Raza transferred his entire shareholding of 58,032,442 ordinary shares, representing approximately 50.05% of the company's issued share capital, to The Raza Hamilton Trust for long-term wealth planning. Mr. Raza remains the sole trustee and retains voting rights, with beneficiaries including his partner, children, and siblings. Following this transfer, Mr. Raza no longer personally owns shares in Microlise.
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Microlise Group plc (AIM: SAAS), a leading provider of transport management software to fleet operators, announces that it has been notified that on 11 March 2026, Nadeem Raza, Chief Executive of the Company and a person discharging managerial responsibilities, has, for long term wealth planning purposes, transferred his entire shareholding, representing 58,032,442 ordinary shares in the Company ("Ordinary Shares") to The Raza Hamilton Trust (the "Trust"), a person closely associated ("PCA") with Nadeem Raza.
Nadeem Raza is the sole trustee of the Trust and as such will retain the voting rights over the Ordinary Shares. The beneficiaries of the Trust are Nadeem Raza's (i) partner; (ii) children; and (iii) siblings.
As a result of the transfer, the Trust's shareholding in Microlise is 58,032,442 Ordinary Shares representing approximately 50.05% of the Company's issued share capital. Nadeem Raza no longer owns shares in Microlise in his personal name.
| a. | Name | Nadeem Raza |
| 2 | Reason for notification | |
| a. | Position/Status | Chief Executive Officer |
| b. | Initial notification/ Amendment | Initial |
| a. | Name | Microlise Group plc |
| b. | LEI | 213800JRGXV9OET1LW32 |
| a. | Description of the financial instrument, type of instrument Identification Code | Ordinary shares of £0.001 each ISIN: GB00BLR8L223 |
| b. | Nature of the transaction | Transfer to The Raza Hamilton Trust, a PCA of Nadeem Raza |
| c. | Price(s) and volume(s) | |
| Price(s) | Volume(s) | |
| N/A | 58,032,442 | |
| d. | Aggregated information - Aggregated volume - Price | Price(s) Volume(s) N/A 58,032,442 |
| f. | Place of the transaction | AIM Market of the London Stock Exchange |
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |
| a. | Name | The Raza Hamilton Trust |
| 2 | Reason for notification | |
| a. | Position/Status | Person closely associated with Nadeem Raza, Chief Executive Officer |
| b. | Initial notification/ Amendment | Initial |
| a. | Name | Microlise Group plc |
| b. | LEI | 213800JRGXV9OET1LW32 |
| a. | Description of the financial instrument, type of instrument Identification Code | Ordinary shares of £0.001 each ISIN: GB00BLR8L223 |
| b. | Nature of the transaction | Transfer from Nadeem Raza |
| c. | Price(s) and volume(s) | |
| Price(s) | Volume(s) | |
| N/A | 58,032,442 | |
| d. | Date of the transaction | 11 March 2026 |
| TR-1: Standard form for notification of major holdings | ||
| 1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii : | Microlise Group plc | |
- Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate)
Non-UK issuer
- Reason for the notification (please mark the appropriate box or boxes with an "X")
| An acquisition or disposal of voting rights | X |
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify) iii :
Details of person subject to the notification obligation iv
| Name | Nadeem Raza (in personal capacity) |
City and country of registered office (if applicable)
Full name of shareholder(s) (if different from 3.) v
Name
City and country of registered office (if applicable)
| 5. Date on which the threshold was crossed or reached vi : | 11 March 2026 |
| 6. Date on which issuer notified (DD/MM/YYYY): | 11 March 2026 |
- Total positions of person(s) subject to the notification obligation
| Resulting situation on the date on which threshold was crossed or reached | Nil | Nil | Nil | |
|---|---|---|---|---|
| Position of previous notification (if applicable) | 50.05% | 50.05% | 115,945,956 | |
| A: Voting rights attached to shares | ||||
| Class/type of shares ISIN code (if possible) | Number of voting rights ix | % of voting rights | ||
| Direct (DTR5.1) | Indirect (DTR5.2.1) | Direct (DTR5.1) | Indirect (DTR5.2.1) | |
| GB00BLR8L223 | Nil | 58,032,442 | Nil | 50.05% |
SUBTOTAL 8. A
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)
SUBTOTAL 8.B.2
| Nadeem Raza | Nil | Nil | Nil |
In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
Additional information xvi
| Place of completion | London |
| Date of completion | 11 March 2026 |
| TR-1: Standard form for notification of major holdings | |
| 1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii : | Microlise Group plc |
- Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate)
Non-UK issuer
- Reason for the notification (please mark the appropriate box or boxes with an "X")
| An acquisition or disposal of voting rights | X |
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify) iii :
Details of person subject to the notification obligation iv
| Name | Nadeem Raza as trustee for The Raza Hamilton Trust |
City and country of registered office (if applicable)
Full name of shareholder(s) (if different from 3.) v
Name
City and country of registered office (if applicable)
| 5. Date on which the threshold was crossed or reached vi : | 11 March 2026 |
| 6. Date on which issuer notified (DD/MM/YYYY): | 11 March 2026 |
- Total positions of person(s) subject to the notification obligation
| Resulting situation on the date on which threshold was crossed or reached | 50.05% | 50.05% | 58,032,442 | |
| Position of previous notification (if applicable) | Nil | Nil | Nil | |
| A: Voting rights attached to shares | ||||
| Class/type of shares ISIN code (if possible) | Number of voting rights ix | % of voting rights | ||
| Direct (DTR5.1) | Indirect (DTR5.2.1) | Direct (DTR5.1) | Indirect (DTR5.2.1) | |
| GB00BLGYDT21 | 58,032,442 | Nil | 50.05% | Nil |
SUBTOTAL 8. A
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
SUBTOTAL 8. B 1
B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b)
SUBTOTAL 8.B.2
| Nadeem Raza as trustee for The Raza Hamilton Trust | 50.05% | Nil | 50.05% |
In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
Additional information xvi
| Place of completion | London |
| Date of completion | 11 March 2026 |
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