Grant of Awards under Performance Share Plan

Aptitude Software Group PLC

07 September 2023

 

Aptitude Software Group plc (the "Company")

Grant of awards under the Company's Performance Share Plan 2016 ("PSP")

On 6 September 2023 Aptitude Software Group plc granted awards in the form of options over ordinary shares in the Company ("Ordinary Shares") under the PSP to the following Directors and PDMRs. Each option has an exercise price per Ordinary Share equal to the nominal value of an Ordinary Share.

Director/ PDMR	Role	Number of Ordinary Shares over which award granted
Alex Curran	Executive Director/PDMR (Acting Chief Executive Officer)	121,215
Mike Johns	Executive Director/PDMR (Chief Financial Officer)	74,659
Jennifer Mead	PDMR (Chief People Officer)	50,683

Each award has been granted subject to a performance condition based on the Company's Total Shareholder Return ("TSR") over the three year performance period starting on the date of grant relative to the TSRs of the constituents of the FTSE SmallCap Index (excluding investment trusts) and the Company's diluted earnings per share ("EPS") at the end of a three year performance period ending with 2025. The TSR performance condition accounts for 75% of each award and the EPS performance condition for 25% of each award. Details of the performance conditions are set out below. 

Vesting	TSR Performance Condition (Rank of the Company's TSR against the Comparator Group)	EPS Performance Condition (diluted EPS for the final year of the performance period)
25%	Median	15.7 pence
Between 25% and 100%	Between median and upper quartile	Between 15.7 pence and 18.1 pence
100%	Upper quartile or above	18.1 pence or more

Each award is subject to a further performance condition that the extent of vesting reflects the overall financial performance of the Company over the performance period.

The extent to which the Awards vest will be determined following the end of the TSR performance period. The awards granted to Alex Curran and Mike Johns will be subject to a two year holding period following assessment of performance. No other awards will be subject to a holding period.

The 2023 awards to Alex Curran and Mike Johns have been made at 125% of salary, in line with the Remuneration Policy approved by shareholders at the 2023 AGM (including, in line with the commitment in the 2022 Directors' Remuneration Report, not utilising the additional headroom for PSP grants approved in that new Policy).  Both Executive Directors are new in post, having recently been promoted internally to the positions of Acting Chief Executive Officer and Chief Financial Officer.  The Remuneration Committee has approved awards at this level as appropriate given the changes in the Company leadership and the overall incentive levels across the various elements of the Executive Directors' remuneration packages. The Remuneration Committee will consider the vesting outturns determined by reference to the performance conditions and retains discretion in relation to the total level of reward arising from the 2023 award having regard to overall Company performance, the wider stakeholder experience, and the outcome of prior year PSP schemes.

The following notifications have been made in accordance with the requirements of the EU Market Abuse Regulation as part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018:

Notification and public disclosure of transactions by PDMRs and persons closely associated with them

1.	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	1. Alex Curran 2. Mike Johns 3. Jennifer Mead
2.	Reason for the notification
a)	Position/status	1. Executive Director/PDMR (Acting Chief Executive Officer) 2. Executive Director/PDMR (Chief Financial Officer) 3. PDMR (Chief People Officer)
b)	Initial notification/Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Aptitude Software Group plc
b)	LEI	2138009VHA1WI2VKMA28
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Options over Ordinary Shares of 7 1/3 pence each
b)	Identification code	ISIN: GB00BJV2F804
c)	Nature of the transaction	Grant of options under Performance Share Plan 2016
d)	Price(s) and volume(s)	Price Number of Ordinary Shares over which Options have been granted 1.    n/a 2.    n/a 3.    n/a 1. 121,215 2.74,659 3.50,683
e)	Aggregated information -     Aggregate volume -     Price	n/a
f)	Date of the transaction	6 September 2023
g)	Place of the transaction	Outside a trading venue
Name of authorised official of issuer responsible for making notification:		Alex Campbell, Company Secretary, Aptitude Software Group plc

Contact:

Alex Campbell, Company Secretary      Telephone: [phone]

 

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