1Spatial Holdings Regulatory News (SPA)

5 September 2018

1SPATIAL PLC

("1Spatial", the "Company" or the "Group")

New Long-Term Incentive Plan and Grant of Options

1Spatial plc, the global geospatial software and solutions company, is pleased to announce that, following consultation with a number of major shareholders, it has established a new 1Spatial employee share plan (the "New Plan"), in order to incentivise management and employees to deliver long-term value creation and align their interests with those of the Company's shareholders.

In order to benefit from grants under the New Plan, to the extent employees and management hold options granted under the Company's existing share option plans (the EMI Share Option Plan and the Executive Unapproved Share Option Plan, both introduced in 2010, being the "Existing Plans"), individuals will be required to surrender and waive their rights to existing share options. The Company has received an irrevocable waiver from Claire Milverton (Chief Executive Officer) to surrender her entire holding of 7,429,150 existing share options and from Nicole Payne (Chief Financial Officer) to surrender her entire holding of 303,644 existing share options, with such options being exercisable at prices of between 4.94 pence and 6 pence per share on a pre-share consolidation basis.

On 4 September 2018 the Company granted awards to acquire Ordinary Shares of 10p each ("Ordinary Shares") to certain directors and employees of the Company and its subsidiaries pursuant to the New Plan as detailed further below ("Initial Awards").

Outline Terms of the New Plan

Awards under the New Plan ("Potential Awards") will be made to eligible employees selected at the discretion of the remuneration committee of the Company (the "Committee") and may be structured as;

(a) options to acquire Ordinary Shares with an exercise price equal to the closing market price of the Ordinary Shares on the day prior to the date of grant ("Options");

(b) long-term incentive plan awards ("LTIP Award"), being options exercisable, or options to acquire Ordinary Shares for nil consideration; or

(c) awards pursuant to which the grantee has a right to receive a future cash payment equivalent to the economic value that would otherwise have been delivered by way of a grant of Options or LTIP Award ("Phantom Awards").

The number of Ordinary Shares that may be issued or are capable of being issued pursuant to Potential Awards will not exceed 10 per cent. of the Company's issued share capital, when aggregated with the number of Ordinary Shares issued pursuant to grants under the New Plan in the prior ten years.

Initial Awards

LTIP Awards

The Committee shall have discretion as to vesting conditions and holding periods in respect of Potential Awards, however with respect to the Initial Awards, it is expected that LTIP Awards will vest in full on the third anniversary of the date of grant and be subject to an additional one year holding period, with vesting subject to the achievement of Company adjusted EBITDA and share price performance targets over the three year period from the date of grant to vesting.

It is proposed that 50 per cent. of the shares subject to an LTIP Award will be subject to EBITDA growth targets and the remaining 50 per cent. of the shares subject to a share price target. In relation to the initial grant of the LTIP Awards, it is proposed that:

· 50 per cent. of the shares subject to the EBITDA target will vest if the EBITDA for the year ending 31 January 2021 (the "2021 EBITDA") exceeds £2m, 75 per cent. of such shares will vest if the 2021 EBITDA exceeds £2.5m and 100 per cent. of such shares will vest if the 2021 EBITDA exceeds £3m; and

· 50 per cent. of the shares subject to the share price target will vest if the share price following the Company's Annual General Meeting in 2021 (expected to be the end of May 2021) (the "2021 Share Price") exceeds £0.80, 75 per cent. of such shares will vest if the 2021 Share Price exceeds £1.00 and 100 per cent. of such shares will vest if the 2021 Share Price is £1.20 or more.

Pursuant to the terms of the New Plan, the following LTIP Awards have been granted to the following directors of the Company:

Option Awards

In addition, Options with an exercise price per share of £0.465 were granted over a total of 5,216,301 Ordinary Shares. Such Options were granted to certain employees, members of the senior management team and to the following directors of the Company:

* includes replacement awards for awards waived under the Existing Plan noted above

It is proposed that, generally, Options will vest as to 25 per cent. of the shares subject to the Option on the second anniversary of the date of grant, as to a further 25 per cent. of the Ordinary Shares on the third anniversary of the date of grant and as to the balance on the fourth anniversary of the date of grant. Options granted to employees outside of the UK may, in order to benefit from tax favourable treatment, vest in equal tranches on the third and fourth anniversaries of the date of grant.

ENQUIRIES:

LEI Code: 213800VG7OZYQES6PN67

About 1Spatial

1Spatial is a software solutions provider and global leader in managing geospatial data. We work with our clients to deliver real value by making data current, complete and consistent through the use of automated processes - ensuring that decisions are always based on the highest quality information available.

Our unique, rules-based approach delivers enterprise-scale, cross-platform, automation to all stages of the data lifecycle. It builds confidence in the data while reducing the time and cost of stewardship. Our global clients include national mapping and land management agencies, utilities, transportation organisations, government departments, emergency services, defence and census bureaus.

A leader in our field, we have a wealth of experience and a record of continual innovation and development. We partner with some of the leading technology vendors including, Esri and Oracle.

For more information visit www.1spatial.com