PHD.L Regulatory News (PHD)

Proactis Holdings PLC

Directorate Changes

and Trading Update

Proactis Holdings PLC ("Proactis", the "Group" or the "Company"), the global spend management and B2B eCommerce solution provider, announces that Tim Sykes has been appointed as Chief Executive Officer with immediate effect.

Hamp Wall has stepped down as Chief Executive Officer and from the Board and will continue his involvement with the Company in an advisory capacity.

The Board has commenced the process to recruit a Chief Financial Officer to replace Tim, who will continue to manage the finance function of the Group in the interim period, alongside his new role as Chief Executive Officer. The Board is considering a short-list of candidates and a further announcement will be made in due course, when a suitable candidate has been selected.

Further to the announcement on 24 September 2018, the Company has agreed that Hamp will not now be obliged to exercise his conversion rights over the 2.0 per cent. convertible unsecured loan notes due 2022 (the "Loan Note") issued as part consideration in connection with the acquisition of Perfect Commerce, LLC on 4 August 2017. Accordingly, the principal amount of $3.75 million plus all accrued interest up to 31 December 2018 will remain convertible into 1,770,546 ordinary shares of 10 pence each ("Ordinary Shares") until its maturity on 8 July 2022 and it will not bear interest until 1 January 2021 at which point interest will accrue at a rate of 2.0 per cent per annum, payable in cash at maturity. The Company and Hamp retain certain rights related to the conversion of the Loan Note into Ordinary Shares and orderly market provisions attach to those converted Ordinary Shares.

In addition, the Company has agreed to allow Hamp to retain his interest in up to 246,212 Ordinary Shares (the "LTIP Award") which he was granted under the terms of the Proactis Group Long-Term Incentive Plan 2017 adopted on 7 July 2017 (the "LTIP Scheme"), the details of which are described within the Admission Document available on Company's website at www.proactis.com. This LTIP Award vests on 30 November 2020. The Company has also granted Hamp an option over 300,000 Ordinary Shares at an exercise price of £0.10 pence per share under the LTIP Scheme and this option will become exercisable on or after 1 July 2020 subject to certain performance criteria related to the promotion and protection of the Company's interests, such performance being at the sole discretion of the Remuneration Committee of the Company. Hamp currently owns 12,000 Ordinary Shares, representing 0.01% per cent of the current issued share capital. Hamp will also receive his contractual entitlements in full and final settlement of the termination of his employment.

Sean McDonough will now assume a new title of Chief Information Officer ("CIO") with immediate effect as this title better reflects his present role. Sean's previous title was Chief Operating Officer.

Trading Update

As confirmed in its final year results in October 2018, Proactis continues to perform in line with management's expectations. The Company expects to provide a more detailed trading update during February 2019.

Alan Aubrey, Non-Executive Chairman, commented:

"Tim has been with the Company since its float in 2006 and on a full-time basis as Chief Financial Officer since December 2015. During this time, he has played a leading role in a number of key areas, including the shaping of the Group's strategy, the Group's M&A programme and the restructuring and shaping of the Group's executive team. The Board has great confidence in Tim's ability to drive the business forward in his new role as Chief Executive Officer.

The Board wishes to thank Hamp for the contribution he has made to the business since he joined at the time of the Perfect Commerce acquisition in August 2017. Over the past year Hamp has overseen the Group's initial phase of integration but the Board and Hamp now consider that it is an appropriate time to transition the leadership of the Group."

Tim Sykes said:

"This is a period of great opportunity for the Group as our team focuses on delivering sustainable organic growth on buy side applications and develops the Group's supply side strategy. I am delighted to accept this opportunity to lead the Proactis team as Chief Executive Officer and I look forward to developing the business for its customers and driving value for its shareholders."

Hamp Wall said:

"I am grateful to have had the privilege of leading the Group through a transformative period of its development and I look forward to my continuing interest in an advisory capacity. Having completed the initial phase of integration process over the course of the last year, I feel it is now both the right time for me and for the business to look to new leadership for the next stage of the Group's development."

The information communicated in this announcement contains inside information for the purposes of Article. 7 of the Market Abuse Regulation (EU) No. 596/2014.

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Notes to Editors:

Proactis creates, sells and maintains software and services which enable organisations to streamline, control and monitor all indirect expenditure. Its solutions are used in approximately 1,000 buying organisations around the world from the commercial, public and not-for-profit sectors.

Proactis is head quartered in London and floated on the AIM market of the London Stock Exchange in June 2006.