RWS Holdings Regulatory News (RWS)

For immediate release 26 April 2021

RWS Holdings plc

PDMR Shareholding and Exercise of Options and Issue of Shares

RWS Holdings plc ("RWS" or the "Company"), the world's leading provider of technology-enabled language, content management and intellectual property services, announces that certain employees of the RWS group exercised in aggregate 161,927 options over ordinary shares in SDL Limited (formerly SDL plc) ("SDL"). The options exercised relate to LTIPs and other option schemes of SDL ("SDL Share Plans"). In accordance with SDL's articles of association (as amended pursuant to and as part of the all-share combination of RWS and SDL, which became effective on 4 November 2020 ("Combination")), each of the shares to be allotted by SDL following such exercise of options under the SDL Share Plans would be exchanged for 1.2246 ordinary shares of 1 pence each in RWS ("RWS Shares"). As a consequence, 198,291 RWS Shares in aggregate were issued on 23 April 2021.

Included within the above total are shares issued as a result of the exercise of options under SDL Share Plans by Azad Ootam, a PDMR, who was entitled to be issued with 157,723 RWS Shares following his option exercise. Of these RWS shares, 74,603 were sold to cover personal income tax and social security liabilities arising from the option exercise and the balance was retained. His total shareholding is now 83,120 RWS Shares, representing 0.02 per cent. of RWS's issued share capital.

Pursuant to the exercise of options under the SDL Share Plans and the exchange for RWS Shares referred to above, RWS confirms that application has been made to the London Stock Exchange for the admission of 198,291 RWS Shares to trading on AIM. Admission is expected to take place at 8.00am on 30 April 2021.

As set out in the circular to shareholders dated 17 September 2020, an estimated 115,225,204 RWS Shares were expected to be issued as consideration for SDL pursuant to the Combination. Of this number, 113,338,511 RWS Shares were issued on 5 November 2020 on completion of the Combination, 363,203 on 12 January 2021 and, as referred to above, a further 198,291 RWS Shares were issued on 23 April 2021. There remains a maximum of a further 276,258 RWS shares which may be issued as a consequence of exercises under the SDL Share Plans. The balance of approximately 1.0 million RWS Shares which were originally expected to be issued in connection with the Combination will not now be issued due to a combination of factors, including options which were settled in cash as a result of local securities law and options which have lapsed.

Of the RWS Shares which may be issued as a result of future exercises of options under the SDL Share Plans:

· up to 189,553 RWS Shares may be issued in relation to the SDL 2018 UK sharesave plan between August 2021 and February 2022 pursuant to having elected to roll over into an equivalent RWS sharesave plan; and

· up to 86,725 RWS Shares may be issued in relation to the SDL 2019 UK sharesave plan between August 2022 and February 2023 pursuant to having elected to roll over into an equivalent RWS sharesave plan.

Total Voting Rights

Following admission, the Company's issued share capital comprises 389,241,132 RWS Shares. RWS has no shares held in treasury. The above figure includes 55,896 RWS Shares that are held by the RWS Holdings plc Employee Benefit Trust in order to satisfy awards under the Company's employee share schemes. Therefore shareholders may use the figure of 389,185,236 as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, RWS under the Financial Conduct Authority's Disclosure and Transparency Rules.

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