Merit Group Regulatory News (MRIT)

17 November 2021

Merit Group plc

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

New Performance Share Plan

Merit Group plc (AIM: MRIT), the data and intelligence business, today announces that it intends to introduce a new Performance Share Plan ("PSP"). Under the PSP, options ("Options") over ordinary shares of 28 pence each in the Company ("Ordinary Shares") may be granted to employees of the Group (including executive directors) at the discretion of the Remuneration Committee. The Company intends to grant Options as detailed below ("Proposed Options"). The performance criteria for vesting of the Proposed Options is the share price of the Company increasing by 100% from the closing price on the day prior to approval of the intention to grant the Proposed Options by the board of directors of the Company ("Starting Share Price").

The performance period for the Proposed Options will be three years, and except in regards to a change of control of the Company and in the case of good leavers, no Proposed Options may be exercised prior to the expiry of the performance period. The cost to Directors of the total number of Ordinary Shares issued on exercise of the Proposed Options, if the performance criterion is met, will be nil. In principle the number of Ordinary Shares to be granted to each employee under the PSP will not in value terms (based on the Starting Share Price) exceed 175 per cent. of the Director's base salary. The Company intends to establish an Employee Benefit Trust which the Company will commit to fund so that it can buy Ordinary Shares in the market to satisfy the exercise of the Proposed Options.

Each participating Director will commit to invest a minimum of 10% of the value of any Ordinary Shares subject to their Proposed Option (based on the Starting Share Price) in Ordinary Shares prior to vesting, and to be still holding those Ordinary Shares at the time of vesting of the Proposed Option.

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