Stm Grp. Regulatory News (STM)

STM Group Plc

("STM" or "the Company" or "the Group")

Directors' Dealings

Grant of Awards under the Long Term Incentive Plan

The Company announces that the following awards over ordinary shares of 0.1 pence each in the Company ("Ordinary Shares") have today been granted in the form of nil cost options ("Awards") to the following Directors under the STM Group plc 2010 Long-Term Incentive Plan ("Plan").

Following the above Awards, the interests over Ordinary Shares of the two directors are as follows:

* Clifton Participations Inc, as trustee of the Perros Trust, of which Alan Kentish is a potential beneficiary, is interested in 2,850,000 Ordinary Shares, representing approximately 6.64% of the current issued share capital of the Company.

Overview of the Plan

The Plan is designed to retain and incentivise the Group's key staff to deliver significant sustainable profitable growth and increases in STM's share price during the three financial years ending 31 December 2012 ("Periods"). Each of the participants to the Plan will relinquish all existing bonus arrangements (if any) during the Periods.

Each Award is divided into three incremental tranches, one for each Period. The first tranche is for performance in the year ending 31 December 2010 and is for up to 1/6th of the Award ("Tranche 1"); the second tranche for the year ending 31 December 2011 is for up to 1/3rd of the Award ("Tranche 2"); and the third tranche for the year ending 31 December 2012 is for up to ½ of the Award ("Tranche 3").

Each Tranche is split further such that:

Ø 50% of each Tranche will be triggered if STM's three month volume weighted average share price ("VWAP") exceeds certain fixed targets ("Price Hurdles"); and;

Ø Up to 50% of each Tranche will be triggered if the Group's audited annual earnings per share ("EPS") exceeds certain fixed targets for each of the three Periods ("EPS Hurdles").

Price Hurdles

The three Price Hurdles have been set as follows:

Ø 50 pence for Tranche 1;

Ø 75 pence for Tranche 2; and

Ø 100 pence for Tranche 3.

Accordingly, it is only once STM's VWAP has exceeded 100p for a period of at least three consecutive months that the maximum of 50% of each Award will be made. Each of the Awards under the Price Hurdles is also subject to retention periods by the participants.

In the case of Alan Kentish, the Price Hurdle for Tranches 1 and 2 is 75 pence.

EPS Hurdles

The EPS Hurdles for each Period are as follows:

Ø 3.0 pence for the year ending 31 December 2010;

Ø 4.3 pence for the year ending 31 December 2011; and

Ø 6.2 pence for the year ending 31 December 2012.

The EPS Hurdles have been designed to incentivise sustainable growing profits and therefore underlying shareholder value. As such, increasing proportions of each Tranche will be issued if the Group exceeds the EPS Hurdles set out above.

Should the Group only meet each of the EPS Hurdles set out above, then no Awards are made. The Group must exceed the EPS Hurdles set out above by at least 10% in each Period for the first 1/3rd of each EPS Hurdle Tranche Award to be made. Should the Group exceed the EPS Hurdles by 15% in each Period, then a further 1/3rd of each EPS Hurdle Tranche Award will be made and should the Group exceed the EPS Hurdles by 20% in each Period, then the final 1/3rd of each EPS Hurdle Tranche Award will be made. Accordingly, for the maximum Awards to be made under the EPS Hurdle, then the Group needs to exceed the EPS Hurdles set out above in each of the designated Periods by at least 20%.

It is intended that further awards will be made under the Plan to other senior directors and employees of the Group in due course.

- Ends -

For further information, please contact:

Media enquiries:

Notes to editors

STM was formed in 2007 specifically to become a leading financial services group operating in the Corporate and Trustee Service Provider (CTSP) sector. The Company listed on the AIM market of the London Stock Exchange in March 2007. The traditional business of CTSPs is to administer and manage personal, family and commercial assets and income streams in tax efficient jurisdictions. The Company's aim is to grow through acquiring and consolidating high quality existing CTSPs which offer complementary products and services and that operate in complementary tax efficient jurisdictions to those provided by STM's first acquisition, the Gibraltar based CTSP, Fidecs Group Limited ("Fidecs").

Fidecs is the second largest financial services firm in Gibraltar and employs over 101 people. It specialises in financial planning for both High Net Worth individuals ("HNWI") moving to work, living or retiring overseas or making cross-border investments, and for entrepreneurial, predominantly, owner-managed businesses, expanding into or re-locating to other, frequently lower tax, jurisdictions. It also includes an insurance management division, specialising in providing set up and management services to newly formed insurance companies operating out of Gibraltar

In June and August 2007 STM acquired two Gibraltar based CTS providers, the Atlas Group of companies and Parliament Corporate Services Limited. These two acquisitions further consolidated STM's leading position in Gibraltar. The Group expanded into the Channel Islands in December 2007, with the purchase of Compagnie Fiduciaire Trustees Limited. In June 2008, STM increased its presence in the Channel Islands with the acquisition of St George Financial Services Limited. In July 2009 STM announced the acquisition of The Citadel Group of Companies based in Luxembourg subject to regulatory approval. Earlier today STM announced the acquisition of Zenith Trust Company Limited to enhance their position in Jersey. The annualised revenue base for Jersey will now be over £3.5 million, giving a "second engine room" to the Group, alongside Gibraltar. For the year ended, 31 December 2008, STM Group reported revenue of £9.19 million with pre tax profits of £2.84 million and for the year ended 31st December 2009 the reported revenue was £8.5m with pre-tax profits of £0.7 million.

The CTSP market is fragmented in nature, comprising a small number of very large international financial services groups and a large number of relatively small trust and company management businesses regulated by, and operating out of, a single jurisdiction.

Further information on STM Group can be found at www.stmgroupplc.com