Grant of Share Options under LTIP

Diales Group PLC

20 April 2026

 

Diales Group Plc

("Diales" or the "Company " or the "Group")

Grant of Share Options under Long Term Incentive Plan

Diales Group Plc (AIM: DIAL), the leading global professional services consultancy to the construction and engineering industries, providing multi-disciplinary consultancy services including expert witness, claims and dispute resolution services, announces that on 17 April 2026, it granted nil‑cost options over 3,582,857 ordinary shares of 0.4 pence each in the Company ("Ordinary Shares") to certain senior executives and senior employees of the Group (the "Awards"). The Awards were granted under the Diales Group plc Long Term Incentive Plan 2020 (as amended) (the "Plan").

The Awards were granted to the Company's Chief Executive Officer, Chief Financial Officer and other members of senior management, reflecting the Company's approach to incentivising and retaining a wider group of key employees whose skills and experience are critical to the delivery of the Group's long‑term strategy.

The Company believes it is important that long‑term incentive arrangements reward and retain not only executive management but also other senior employees across the Group, aligning their interests with those of shareholders and supporting sustainable value creation over the long term.

Senior Executive Awards (Senior Executive LTIP)

Awards granted to senior executives will normally vest on the fourth anniversary of the grant date, subject to continued employment and the satisfaction of performance conditions and performance underpins in accordance with the rules of the Plan. For these Awards, vesting will be determined by reference to the average share price of the Company over the three‑month period ending on the fourth anniversary of the grant date. Vesting is subject to share price performance thresholds, with no vesting below 35 pence, incremental vesting between 35 pence and 75 pence on a straight-line basis, and full vesting at or above 75 pence.

In addition, performance underpins apply, including a requirement that the Company achieves a minimum level of profit before tax from continuing operations for the relevant financial period and that the Company's remuneration committee is satisfied that the vesting outcome appropriately reflects the underlying financial performance of the Group over the performance period. Where applicable, the remuneration committee retains discretion to reduce vesting outcomes, including to zero.

Senior Management Awards (Senior Management LTIP)

Awards granted to other senior employees will vest subject to continued employment and the remuneration committee's discretion under the Plan (including its discretion to adjust vesting outcomes where appropriate) on the date in 2030 that is aligned with the normal vesting date of Awards granted under the Senior Executive LTIP.

The Company has provided initial funding of £200,000 to the employee benefit trust to acquire Ordinary Shares to satisfy Awards granted under the Senior Management LTIP (the "Share Pool"). Following the finalisation of the Company's accounts for each financial year, the Company currently intends to increase the Share Pool by such number of Ordinary Shares as can be purchased (on such date(s) as the remuneration committee may determine) using an amount equal to the lower of:

(i)     a fixed percentage of any retained profits in excess of the relevant business plan for the year, as determined by the remuneration committee; or

(ii)    £200,000.

Following the finalisation of accounts for each financial year of the Company through to 30 September 2029, with the first financial year being to 30 September 2026, the Company currently intends to grant further Awards under the Senior Management LTIP over up to the number of Ordinary Shares by which the Share Pool is increased in such financial year (if any). It is expected that any such Awards granted in respect of each of the four years ending 30 September 2029 would all vest on the same date as the initial Awards under the Senior Management LTIP.

Other terms of the Awards

Awards carry entitlements equivalent to dividends that would have been paid on the Ordinary Shares in respect of which the Awards vest (if at all) over the period between grant and vesting. Senior Executive LTIP Awards are subject to a one year post‑vesting holding period (less any Ordinary Shares sold to cover the participant's tax liabilities), in accordance with the rules of the Plan. Senior Management LTIP Awards are subject to a one year restricted period, which limits the extent to which such Awards may be exercised. Market‑standard good leaver provisions apply.

In the event of a change of control of the Company, Awards will vest in accordance with the rules of the Plan and, where relevant, the deed of grant. With regard to the Senior Executive LTIP, if the change of control of the Company relates to a cash offer (or such other event as the remuneration committee may determine), a 1.25 multiplier will be applied to the percentage that would otherwise vest on application of the share price condition, provided that the Award may not vest as to more than 100%.

Awards may be satisfied through the issue of new Ordinary Shares, the transfer of treasury shares or Ordinary Shares purchased in the market, including through the Company's employee benefit trust, in each case at the discretion of the remuneration committee and in accordance with the Plan. Senior Management LTIP Awards are intended to be satisfied using market‑purchased Ordinary Shares and are therefore expected to be non‑dilutive.

Nicholas Stagg, Chair of Diales, commented:

"I am delighted that we now have a Long Term Incentive Programme in place that will allow key staff to share in the additional value we are creating for our shareholders over the next few years. This is an important step in the expansion and retention of our talent, as we continue with our transformation strategy, who can also share in the value creation journey we are on."

Enquiries:

Diales Group Plc Mark Wheeler, Chief Executive Officer Charlotte Parsons, Chief Financial Officer		[phone]
Shore Capital (Nominated Adviser and Broker) Mark Percy George Payne		[phone]
Acuitas Communications Simon Nayyar Arthur Dingemans	[phone] / [phone] / 07557 115764 [e-mail] [e-mail]

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	1.    Mark Wheeler 2.    Charlotte Parsons
2	Reason for the notification
a)	Position/status	1.    Chief Executive Officer 2.    Chief Financial Officer
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Diales Group Plc
b)	LEI	213800FN83KF8AF4Y572
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	Ordinary Shares of 0.4 pence each
	Identification code	GB00B0L9C092
b)	Nature of the transaction	Grant of share options over Ordinary Shares
c)	Price(s) and volume(s)
			Price(s)	Volume(s)
			1.    Nil	1,620,000
			2.    Nil	600,000
d)	Aggregated information
		Not applicable as single transactions
	- Aggregated volume
	- Price
e)	Date of the transaction	17 April 2026
f)	Place of the transaction	Outside a trading venue

 

END