Oxford Metrics Regulatory News (OMG)

28 September 2012

OMG plc

('OMG' or the 'Company')

Proposed Changes to Executive Incentive Arrangements

OMG plc, (LSE: OMG), the technology group providing image understanding products for the entertainment, defence, life science and engineering industries announces that the Board has approved certain changes to the incentive arrangements for its Executive Directors as proposed by the Company's Remuneration Committee.

The aim of the adoption of the new OMG plc Long term incentive plan ("LTIP") is to motivate, reward and retain key executives.

This new OMG plc LTIP has been approved to operate as follows:

Award level

·; A base award of one million shares to the CEO (maximum of 3 million shares vesting) and 500,000 shares to the CFO (maximum of 1.5 million shares vesting). No further awards will be made to either participant during the three year performance period.

·; Based on a share price of 25 pence, the maximum award level is equivalent to an award of 135% of base salary per annum.

Performance Measures

·; Vesting of the base award is dependent on the Company's aggregate Profit Before Tax ("PBT") performance.

·; The base award vesting level can then be increased through an absolute Total Shareholder Return ("TSR") multiplier in instances where strong PBT performance has translated into value creation for shareholders.

·; A maximum multiplier of three for exceptional absolute TSR performance is achievable when absolute returns are in line with upper decile historic TSR performance in the AIM technology sector. A multiplier of 0.5 will be awarded to scale back the base award if the share price has fallen over the performance period.

·; The Remuneration Committee will retain the discretion to adjust the vesting outcomes based on the Company's relative performance against an appropriate peer group of AIM listed companies.

·; The targets will be rebased if the Company were to make an acquisition during the performance period to ensure they remain equally stretching.

Vesting and shareholding requirement

·; Both performance criteria will be tested after three years and awards will vest 50% after three years and 25% on the fourth and fifth anniversary of the awards.

·; The CEO and CFO must retain a minimum shareholding of 100% of salary post vesting of the awards.

Base Structure and Performance Conditions

·; The base award will have an aggregate adjusted PBT condition attached i.e. the aggregate adjusted PBT earned over the three year period (FY13 to FY15) will be tested against pre-determined targets in line with the principles set out above:

·; 25% of awards will vest for achieving adjusted aggregate PBT equal to £9.75m

·; 62.5% of awards vest for achieving aggregate adjusted PBT of £11.25m

·; 100% of awards vest for achieving aggregate adjusted PBT of £13.6m

·; Straight-line vesting occurs between these performance levels

·; FY15 adjusted PBT must be greater than FY13 or FY14 for any vesting to occur

Change of Control

·; On a Change of Control the level of awards that vest will be dependent upon the proportionate satisfaction of the performance conditions. The Remuneration Committee will retain the discretion to review whether it is appropriate for the time elapsed from the date of award to be a factor.

Taxation of payouts

·; Participants will be liable to income tax, employees national insurance and 50% of employers national insurance on exercise.

·; The Company will be liable for the remaining 50% of employers NI liability on the gain but will benefit from corporation tax relief on the value of the payouts plus 50% of the employer's NI liability.

The Remuneration Committee feels that the proposals meet the key design principles and will enable OMG to reward, motivate and retain the CEO and CFO, whilst at the same time reflecting the Company's current and future strategy through the use of performance metrics intended to ensure long-term alignment with shareholder interests.

For further information please contact:

About OMG

OMG plc (Oxford Metrics Group. LSE: OMG) is a group of technology companies producing image understanding products and services for the entertainment, defence, life science and engineering industries.

Be it for capturing the movements of actors (for the movie industry),sportsmen (for video games or improving team performance), or children with Cerebral Palsy, rehab patients and animals (for medical, life science and research industries); or recording the condition of highways and the assets that surround them; or even providing image intelligence and situational awareness from drone aircraft. Through this diversified offering the Group has earned its strong international reputation for precision from pixels.

Founded in 1984, the Group is headquartered in Oxford, UK, and has four offices in the US and two in the UK. It has customers in over 50 countries and is a quoted company listed on AIM, a market operated by the London Stock Exchange. The Group trades through four operating subsidiaries: Vicon, the world's largest motion capture and movement analysis company, 2d3, a manufacturer of specialised image understanding software for defence applications, Yotta, our highways surveying business and OMG Life our new consumer subsidiary.

The Group's global clients spanning the worlds of science, medicine, sport, engineering, gaming, film and broadcast include: major hospitals and research facilities such as Guy's Hospital, Nuffield Orthopaedic Centre and Loughborough University, engineering industry leaders including: Ford Motor Company, BMW, Airbus and Toyota, and in the entertainment sector; Sony, Industrial Light and Magic, The Moving Picture Company (MPC), Sega, Nintendo, UbiSoft, EA and Square Enix. In highways, clients include: East Sussex, Lancashire, Transport for London, Cheshire East and West as well as many others.

For more information about OMG, visit www.omgplc.com.

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