Personal : LTIP

Personal Group Holdings Plc

("Personal Group", the "Company" or the "Group")

LTIP

Personal Group Holdings Plc (AIM: PGH), a leading provider of employee benefits, employee related insurance products and financial services in the UK, announces the allotment of shares under the Employee Shareholder Status ("ESS") rules in relation to a new Company Long Term Incentive Plan ("LTIP2").

The current 5 Year Senior Management LTIP ("LTIP1") will mature at the end of 2016. As with LTIP1, LTIP2 is designed to reward directors and certain other senior employees in a way that aligns the interests of LTIP participants with the interests of shareholders, as well as with the Group's long-term strategic plan. Details of the original LTIP are disclosed in the Group's annual report and accounts for the year ended 31 December 2014. As is the case with LTIP1, LTIP2 is Market Capitalisation based and becomes reward bearing above a Company Market Capitalisation of £183.7m. It also has a yearly EPS performance criterion through its life which can be adjusted by the Remuneration Committee.

The LTIP2 incentive arrangements are detailed below:

The following employee shareholder status shares in Personal Group Limited were awarded on 30th July 2015 ("ESS Shares"). Participants had immediate PAYE and NIC charges on the associated market value of the ESS Shares.

The ESS Shares are split equally into four classes, namely A,B,C and D shares each of which carry a put option which allows the participants to exchange their ESS Shares for Personal Group Holdings Plc ordinary shares in tranches on reaching or exceeding the hurdles of market capitalisation and Annual EPS. Awards can be made annually starting in March 2017 (A shares) through to March 2020 (D shares) based on market capitalisation growth of the Company up to a market capitalisation of £350m and upon achieving the Annual EPS growth targets. The awards will be paid out as 20%, 40%, 70% and 100% cumulatively of the eligible share of growth in market capitalisation for A, B, C and D shares respectively. The maximum potential dilution assuming all the ESS Shares are converted into ordinary shares in the Company would be approximately 4.2 per cent. of the enlarged issued share capital of the Company.

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