MPAY.L Regulatory News (MPAY)

6 May 2011

Autoclenz Holdings plc

("Autoclenz" or the "Group")

Surrender of existing share options and Issue of new share options and Senior Executive Incentive Package

The Board recognises the importance of incentivising and rewarding the performance of its key executives and recently tasked the Remuneration Committee to review the effectiveness of existing arrangements and to recommend to the Board an appropriate long term incentive plan for its senior executives.

The Board, following the recommendation of the Remuneration Committee and after consulting its advisers, today announces the following:

·; Grahame Rummery (Chief Executive) and Trevor Clingo (Finance Director) have surrendered, respectively, in total 176,000 and 120,000, EMI and unapproved options. In addition two members of staff wish to surrender in total 160,000 EMI and unapproved options. These options were all granted at the time of the IPO in December 2005 and all carry an exercise price of 125 pence per Ordinary Share;

·; The awards to each of Grahame Rummery and Trevor Clingo under the Company's EMI option scheme of 75,000 options each.; and

·; A total of 490,000 share options have been awarded to 12 members of staff, equivalent to 4.4 % of the issued share capital of the Company.

All of these options are exercisable at a price of 40.5 pence per share and are only exercisable once certain earnings per share and total return performance related criteria have been achieved over a 3 year period.

All other terms and conditions of these incentivisation arrangements are in conformity with the Company's existing incentive plan.

Following the options granted above, the Directors' interests in the total voting rights of the Company are detailed below:

In addition to the options granted above both Grahame Rummery and Trevor Clingo have each been granted 250,000 Phantom Share Options. These options can be exercised at any time following 3 years from the date of grant but not later than the fifth anniversary of the date of grant and can result in a cash bonus being paid equivalent to the difference between the notional value of the options at the date of grant and the notional value at the date of exercise. These options are subject to certain earnings per share and total return performance related criteria including for full exercise the share price reaching 75p per share within the three year performance period which follows the date of grant.

For further information contact:

Autoclenz Holdings plc

Michael Stone, Chairman, Remuneration Committee Tel: 07855 431881

James Leek, Chairman, Autoclenz Holdings plc Tel: 07966 528295

Zeus Capital Limited Tel: 0161 831 1512

Nick Cowles