Intercede Regulatory News (IGP)

21 August 2012

Intercede Group plc

("Intercede" or "the Company"))

Changes to Long Term Incentive Plan (LTIP)

Intercede is pleased to announce that, following consultation with the Company's major shareholders, the Remuneration Committee has approved certain changes to the performance conditions attached to awards made under the Company's LTIP on 16 August 2011. The changes are a result of Richard Parris, the Company's Chairman & Chief Executive, communicating to the Remuneration Committee that he would not exercise options until the price per ordinary share exceeded 200p.

In considering this communication, the Remuneration Committee noted that Intercede's recently announced strategy of accelerated investment in technology development and the expansion of its US footprint and capabilities was not consistent with an EPS performance target under the LTIP. The Remuneration Committee consider, having taken appropriate advice, that the change in strategy represents an event under the terms of the LTIP that allows a change to performance targets to be made.

Consequently the Remuneration Committee has removed the three year EPS performance target from the LTIP awards made in August 2011 and replaced it with a share price target of 200p per ordinary share as well as extending the vesting period to seven years from the date of the original award. In order to exercise the option, an average share price of 200p per ordinary share must be achieved over 30 consecutive dealing days during the period between three years and seven years from the date of the original award.

In addition, participants have agreed to the insertion of a further performance condition. In the event of a recommended offer for the Company at any price below 125p per ordinary share, the option will only be exercisable over such number of shares that are equivalent in value to the difference between 56p (being the mid-market share price at the time of the original grant of 57p less the 1p exercise price) and the offer price. This also means that the option would not be exercisable at all at a recommended offer price of less than 57p. At any price above 125p, or in the event of an offer that is not recommended by the Board, the option vests in full.

All other terms and conditions of the LTIP remain unchanged.

Royston Hoggarth, the Chairman of the Remuneration Committee said: "Intercede is a global software company that needs to invest to increase its market penetration and long term valuation. The Remuneration Committee consider an overall share price target more appropriately aligns the interests of the beneficiaries of the LTIP and shareholders than a short or medium term EPS performance target. The willingness by Richard to communicate a share price target that is over three times higher than the price today, and the agreement by participants to the takeover condition, demonstrates their confidence and belief in the business."

ENQUIRIES

About Intercede

Intercede® is a security software provider whose MyID® identity management platform enables global organisations and governments to create trusted digital identities for employees and citizens on secure devices such as smartcards, smartphones and tablets. MyID enables the protection of IP, assets, and digital content, delivering trusted digital identities as the cornerstone of cyber security strategies for government, defence, financial services and other industries.

The Company operates in global markets (including the US, Europe and Middle East) and works with large international partners including BT, Gemalto, HP, Microsoft, Oberthur, SafeNet, Symantec and Thales to deliver flexible digital identity solutions that are interoperable with other existing technologies and which are tailored to customer needs.

Corporations such as Boeing, Booz Allen Hamilton and Lockheed Martin,and governments including the USA, UK and Kuwait, trust Intercede's deep expertise to deliver effective solutions. The company's technology achievements reflect an investment of 300 plus man years of development, exemplary speed of deployment and adherence to international standards including FIPS 201, where MyID was the first electronic personalization product to obtain GSAapproval. This trust is reflected in Intercede's rate of repeat business with its customers, which typically runs at 70-80% of annual revenues.

Intercede has been developing ID management systems since 1992 and MyID is currently deployed by end customers located in 24 countries. The company is headquartered in the UK, listed on the London Stock Exchange AIM: IGP and ISO 9001 and TickIT certified.