IND.L Regulatory News (IND)

5 October 2018

IndigoVision Group plc

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

Posting of Circular and Notice of General Meeting

IndigoVision Group plc announces that a general meeting of the Company (the "General Meeting") will be held at the offices of Shepherd and Wedderburn LLP, 1 Exchange Crescent, Conference Square, Edinburgh EH3 8UL at 10.00 a.m. (UK time) on Wednesday 24 October 2018 for the purpose of approving a new Long Term Incentive Plan (the "New LTIP").

Under the New LTIP, selected individuals (being Pedro Simoes, CEO; Chris Lea, CFO and Paul Theasby, COO) will be given the opportunity to share in a proportion of a "pool" of Ordinary Shares that is equal to 20% of the Company's entire issued share capital.

The amount of this pool that is actually distributed amongst participants in the Plan will be entirely dependent on the level of earnings per share ("EPS") that the Company delivers in its 2021 financial year. In particular:

· the whole of the pool will be available for distribution to participants if the 2021 EPS figure is equal to or greater than $1.00;

· for EPS of $0.20 or less, no part of the pool will be distributed (and all awards will immediately lapse); and

· for performance between these two levels, the amount of the pool available to participants will be calculated by reference to a sliding scale (from 0% to 100%) that is more heavily weighted towards superior performance levels.

The shares to which a participant in the New LTIP becomes entitled following the assessment of the above performance condition will be subject to further holding periods over the financial years ending 31 December 2022, 2023 and 2024. If the EPS in any of these subsequent years falls below the level delivered in 2021, a portion of the participant's award will immediately lapse and cease to exist.

A circular incorporating the notice of the General Meeting (the "Circular") has today been posted to shareholders. The Circular, which sets out further background information on the New LTIP (including details of the robust malus and clawback provisions that will apply), is also available for download from the Company's website (http://www.indigovision.com).

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