Crawshaw Group Regulatory News (CRAW)

Crawshaw Group plc ("Crawshaw" or the "Company")

Growth Shares Award

Crawshaw (AIM:CRAW), the fresh meat and food-to-go retailer, has today introduced a new long term incentive plan (the "LTIP"). As part of the Company's overall strategy its Remuneration Committee has been considering the most effective mechanism for incentivising the senior executives to participate in the Company's equity. Historically the Company has made awards under a tax-efficient Enterprise Management Incentive ("EMI") Scheme, however, due to the Company now employing more than 250 full-time equivalent staff, an EMI Scheme is no longer possible so the Company is structuring its long term incentive plan using a B growth share structure (the "B Growth Share Plan").

In this regard, the Board has today approved the B Growth Share Plan and the following directors (each, a "Participant") have subscribed for growth shares in the capital of Crawshaw Butchers Ltd ("CBL") ("B Growth Shares"), a subsidiary of the Company, as follows:

For any pay-out under the B Growth Share Plan, at the point that the B Growth Shares are put on the Company by a Participant, the market value of the Company must be greater than a 15% premium to the average market capitalisation of the Company over the five days prior to the date that the Participant subscribed for the B Growth Shares (the "Hurdle Level"). Once the Hurdle Level is met, Participants can put their B Growth Shares on the Company, subject to the following time-based and performance-based conditions. For the avoidance of doubt, no B Growth Shares can be put onto the Company if the value of the Company is below the Hurdle Level.

1/3rd of the Participants B Growth Share's vest based on time-based conditions and 2/3rds vest based on performance conditions as described below.

Time-based conditions

From the first anniversary of the date of subscription for the B Growth Shares, Participants will be able to put onto the Company 1/6th of their B Growth Shares, provided that at the time they serve their put notice they are not a bad leaver.

From the second anniversary of the date of acquisition of the B Growth Shares, the Participants will be entitled to put on the Company 2/6ths of their B Growth Shares (less any B Growth Shares already put on the Company following the first anniversary of the date of acquisition), provided at the time they serve their put notice they are not a bad leaver.

Performance conditions

2/3rds of the B Growth Shares vest based on further performance conditions as follows:

· Performance condition 1 - 1/3rd of the B Growth Shares vest if the market capitalisation of the Company for thirty days prior to the proposed vesting is not less than 150% of the average market capitalisation of the Company over the five days prior to the date that the Participants acquired their B Growth Shares; and

· Performance condition 2 - 1/3rd of the B Growth Shares vest if the market capitalisation of the Company for thirty days prior to proposed vesting is not less than 200% of the average market capitalisation of the Company over the five days prior to the date that the Participants acquired their B Growth Shares.

Other vesting events

The B Growth Shares can also be put on the Company (and the Company can call the B Growth Shares) in the event of a voluntary winding up or change of control of the Company, or a listing or sale of CBL. If such events occur, then any unvested B Growth Shares will vest in full and the timing / performance conditions will not apply.

Value of B Growth Shares

The B Growth Shares entitle the Participant to a proportion (the Relevant Percentage) of the value over the Hurdle Level that has been created in the Company from the date of grant of the B Growth Shares. Any exercise can be satisfied in new Company shares or, potentially, settled in cash.

Further details of the LTIP are set out in Crawshaw Butchers Ltd's articles of association, which will shortly be made available on the investor relations section of the Company's website: http://www.crawshawgroupplc.com.

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