Ebiquity Regulatory News (EBQ)

Ebiquity plc

("Ebiquity" or the "Company")

Award of share options

The Company announces that the following options (the "Options") to acquire ordinary shares of 25p each in the Company ("Ordinary Shares") have been issued to the directors listed below. The exercise price of each Option is 25p per Ordinary Share.

The vesting of the Options will be conditional on the satisfaction of performance criteria.

The entire Options granted to Nicholas Manning and Andrew Beach and 300,000 of the Options granted to Michael Greenlees under the Company's Executive Incentive Plan ("EIP Options") will vest according to the rate of compound growth of the Company's diluted adjusted earnings per share ("EPS") over the three year period ending 30 April 2017 (the "Performance Period"). Growth will be measured against the reference adjusted diluted EPS for the year ended 30 April 2014. Compound EPS growth over the Performance Period of 10% per annum or more will result in all of the EIP Options vesting. Compound EPS growth of 4% per annum over the Performance Period will vest one fifth of the EIP Options. Compound EPS growth of 8% per annum over the Performance Period will vest three fifths of the EIP Options. None of the EIP Options will vest if compound EPS growth over the Performance Period is less than 4% per annum. The EIP Options will vest on a straight-line basis between the 4%, 8% and 10% thresholds.

The additional 500,000 options granted to Michael Greenlees ("LTIP Options") will vest according to the rate of annual growth in the Total Shareholder Returns ("TSR") over a 3-year period, with 30% capable of vesting according to the average share price in the 20 trading days immediately following the preliminary announcement of results for the year to 30 April 2015 (relative to the 20 trading days prior to 30 April 2014), 35% for the year to 30 April 2016 and 35% to 30 April 2017. TSR growth of 12% will result in all of the LTIP Options vesting, with one quarter of the LTIP Options vesting on TSR growth of 4% and one half vesting on TSR growth of 8% with straight line allocation between these thresholds. Any unvested amounts in year 1 and 2 will roll forward to the following year(s) so that all LTIP Options are available to vest in subsequent years relative to compound TSR growth over the cumulative period. Any unvested LTIP Options may also vest at the end of year 3 if, despite TSR performance, the Company's TSR for the three-year period is in the top quartile of TSR performance for the AIM media index, with full vesting if the compound EPS growth is 8% or over, no vesting if the compound EPS growth is 4% or under and a straight-line allocation if EPS growth is between 4 and 8%.

Director's shareholding

Further to the announcement made by the Company on 25 March 2014 relating to the exercise of certain share options by Andrew Beach, the Company confirms that Mr Beach holds an interest in 209,476 Ordinary Shares representing approximately 0.3% of the Company's total voting rights.

Total voting rights

The Company's issued share capital consists of 75,491,111 Ordinary Shares and a total of 71,291,111 voting rights.

The Ebiquity plc 2000 Employee Benefit Trust holds 4,200,000 issued Ordinary Shares to satisfy awards for the Company's senior management team. To date these awards have not been exercised and the trustee has agreed not to vote the Ordinary Shares held by it. As such 4,200,000 Ordinary Shares are treated as not carrying voting rights for the purposes of the City Code on Takeovers and Mergers

16 May 2014

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