AFX.L Regulatory News (AFX)

22 June 2022

Alpha FX Group plc

("Alpha FX" or the "Company")

Growth Share Schemes and PDMR Dealing

Alpha FX Group plc (AIM: AFX), a high-tech, high-touch provider of FX risk management, accounts and payments solutions to corporates and institutions internationally, today wishes to provide an update with regard to changes to the Group's Employee Share Schemes.

Following on from the issuance of the E Share Growth Scheme in 2020, in which a total of 882 E Shares were issued to employees of the Group, the Group will be adopting three new Growth Share Schemes as described below resulting in a total of 910 shares being issued to employees of the Group.

F Share Growth Scheme

The Group will be adopting a growth share scheme, in addition to and on similar terms to the existing C Share Growth Scheme and E Share Growth Scheme under which 285 F ordinary shares ("F Shares") in Alpha FX Limited will be issued to certain employees of the Group ("F Share Growth Scheme").

The F Shares contain a put option, such that, when and to the extent vested, they can be converted into ordinary shares in Alpha FX Group plc ("Alpha"). The F Shares will vest in four equal tranches, occurring annually, in respect of the Financial Years for 2023, 2024, 2025 and 2026. Vesting for each Financial Year will require Group revenue growth of 20% in Financial Year 2023, 20% in Financial Year 2024, 20% in Financial Year 2025 and 20% in Financial Year 2026. The rate of conversion that the F Shares will be regarded as worth, is a pro rata share of the market capitalisation gain of Alpha above a hurdle price of £740 million. The gain that an F shareholder could receive is capped through placing a ceiling on the maximum market capitalisation of Alpha of £1,867 million. The result of doing so is that the F Shares will be entitled to a pro rata share of the gain in market capitalisation of Alpha between £740 million and the market capitalisation ceiling of £1,867 million.

Upon conversion, the number of ordinary shares in Alpha that an F Shareholder will receive is such number of ordinary shares whose value is equivalent to Alpha's closing share price at the conversion date. Conversion is only permitted to the extent that the F Shares have vested.

G Share Growth Scheme

The Group will be adopting a new growth share scheme under which 360 G ordinary shares ("G Shares") in Alpha FX Limited will be issued to certain employees ("G Shareholders") of the Group ("G Share Growth Scheme").

The G Shares contain a put option, such that, when and to the extent vested, they can be converted into ordinary shares in Alpha FX Group plc. The G Shares will vest in five tranches, occurring annually, in respect of the Financial Years for 2022, 2023, 2024, 2025 and 2026. The G Shareholders will be able to vest 12.5% of their holding for Financial Year 2022, 12.5% for Financial Year 2023, 25% for Financial Year 2024, 25% for Financial Year 2025 and 25% for Financial Year 2026. Vesting for each Financial Year will require revenue from the London Corporate division (and any future corporate division in Spain) to grow by 5.5% in Financial Year 2022, 15% in Financial Year 2023, 15% in Financial Year 2024, 15% in Financial Year 2025 and 15% in Financial Year 2026. The rate of conversion that the G Shares will be regarded as worth, is a pro rata share of the market capitalisation gain of Alpha above a hurdle price of £740 million. The gain that a G shareholder could receive is capped through placing a ceiling on the maximum market capitalisation of Alpha of £1,867 million. The result of doing so is that the G Shares will be entitled to a pro rata share of the gain in market capitalisation of Alpha between £740 million and the market capitalisation ceiling of £1,867 million.

Upon conversion, the number of ordinary shares in Alpha that a G Shareholder will receive is such number of ordinary shares whose value is equivalent to Alpha's closing share price at the conversion date. Conversion is only permitted to the extent that the G Shares have vested.

H Share Growth Scheme

The Group will be adopting a new growth share scheme under which 265 H ordinary shares ("H Shares") in Alpha FX Limited will be issued to certain employees ("H Shareholders") of the Group ("H Share Growth Scheme").

The H Shares contain a put option, such that, when and to the extent vested, they can be converted into ordinary shares in Alpha FX Group plc. The H Shares will vest in five tranches, occurring annually, in respect of the Financial Years for 2022, 2023, 2024, 2025 and 2026. The H Shareholders will be able to vest 12.5% of their holding for Financial Year 2022, 12.5% for Financial Year 2023, 25% for Financial Year 2024, 25% for Financial Year 2025 and 25% for Financial Year 2026. Vesting for each Financial Year is subject to 2 revenue targets being met, with H Shareholders being entitled to vest 50% of their holding for each Financial Year in respect of each target being met. The first revenue target is for the London Corporate division (and any future corporate division in Spain) to grow by 5.5% in Financial Year 2022, 15% in Financial Year 2023, 15% in Financial Year 2024, 15% in Financial Year 2025 and 15% in Financial Year 2026. The second target is for the revenue from all the global corporate divisions to grow by 18.6% in Financial Year 2022, 20% in Financial Year 2023, 20% in Financial Year 2024, 20% in Financial Year 2025 and 20% in Financial Year 2026. The rate of conversion that the H Shares will be regarded as worth, is a pro rata share of the market capitalisation gain of Alpha above a hurdle price of £740 million. The gain that an H shareholder could receive is capped through placing a ceiling on the maximum market capitalisation of Alpha of £1,867 million. The result of doing so is that the H Shares will be entitled to a pro rata share of the gain in market capitalisation of Alpha between £740 million and the market capitalisation ceiling of £1,867 million.

Upon conversion, the number of ordinary shares in Alpha an H Shareholder will receive is such number of ordinary shares whose value is equivalent to Alpha's closing share price at the conversion date. Conversion is only permitted to the extent that the H Shares have vested.

111 of the H Shares are being issued to Alex Howorth, who is a PDMR of the Company, and therefore the relevant regulatory disclosure has been made in the table below.