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LEI: 213800EHT3TI1KPQQJ56
Notification of Transactions by Persons Discharging Managerial Responsibilities
The Company makes the following notification in respect of awards granted to Michael Willome, Chief Executive Officer.
The Company has granted: (i) awards to Michael Willome under the Synthomer Performance Share Plan (the "PSP"); and (ii) a one-off retention award, as approved by shareholders at the Company's 2026 AGM.
(i) Performance Share Plan (PSP) Awards
The PSP awards are split between a primary award and an additional award, in line with the Directors' Remuneration Policy. Both awards are subject to performance conditions, measured over the performance period from 1 January 2026 to 31 December 2028. The performance conditions, weightings and targets for the primary PSP awards in 2026 are set out below:
· EPS (10%): threshold vesting at 1p; maximum vesting at 20.1p
· Relative TSR (50%): measured against the FTSE 250 (excluding investment trusts and financial services companies), with threshold vesting at median performance and maximum vesting at upper quartile
· Leverage (20%): targets will be disclosed retrospectively given their commercially sensitive nature
· Carbon reduction (10%): threshold vesting at 29.4%; maximum vesting at 37.8%
· Vitality Index (10%): threshold vesting at 12%; maximum vesting at 15%
The additional award is based on relative TSR, with threshold vesting beginning at upper quartile performance and maximum vesting at upper decile. The PSP awards were granted on 24 June 2026, with the number of shares determined by reference to the average share price over the five dealing days to 8 May 2026, being the first trading period following the announcement of the Company's 2025 results and the end of the closed period.
The Remuneration Committee selected this approach to apply the Company's standard five-day averaging methodology to the first appropriate trading window following the announcement of both the Group's results and refinancing, thereby providing an appropriate basis for the grant in the circumstances.
(ii) One-Off Retention Award
In addition, the Company has granted a one-off retention award to Michael Willome, following shareholder approval at the 2026 AGM.
As described in the resolution approved by shareholders at the 2026 AGM, the retention award comprises:
· 500,000 ordinary shares, vesting after two years, subject to the Company's share price reaching at least 140p over a consecutive 30-day trading period during the vesting period; and
· 500,000 ordinary shares, vesting after three years, subject to the Company's share price reaching at least 175p over a consecutive 30-day trading period during the vesting period.
Vesting of the retention award is subject to continued employment and the Company's standard malus and clawback provisions and other customary terms.
Full details of the PSP and retention awards will be disclosed in the Company's 2026 Directors' Remuneration Report.
Details of the transactions are set out below.
1
| Details of the person discharging managerial responsibilities / person closely associated
| |||||
a)
| Name
| Michael Willome | ||||
2
| Reason for the notification
| |||||
a)
| Position/status
| CEO | ||||
b)
| Initial notification /Amendment
| Initial notification | ||||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| |||||
a)
| Name
| Synthomer plc | ||||
b)
| LEI
| 213800EHT3TI1KPQQJ56 | ||||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
| |||||
(i) | Transaction 1 - PSP Awards | |||||
a)
| Description of the financial instrument, type of instrument
Identification code | Ordinary shares of 1 pence each in Synthomer plc
GB00BNTVWJ75 | ||||
b)
| Nature of the transaction
| Grant of nil cost options under the Synthomer Performance Share Plan
| ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price
|
N/A - single transaction
Nil
| ||||
e)
| Date of the transaction
| 24 June 2026 | ||||
f)
| Place of the transaction | N/A - outside a trading venue | ||||
(ii) | Transaction 2 - One-Off Retention Award (2-Year Tranche) | |||||
a)
| Description of the financial instrument, type of instrument
Identification code | Ordinary shares of 1 pence each in Synthomer plc
GB00BNTVWJ75 | ||||
b)
| Nature of the transaction
| Grant of a nil cost conditional share award subject to share price performance conditions
| ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price
|
N/A - single transaction
Nil
| ||||
e)
| Date of the transaction
| 24 June 2026 | ||||
f)
| Place of the transaction | N/A - outside a trading venue | ||||
(iii) | Transaction 3 - One-Off Retention Award (3-Year Tranche) | |||||
a)
| Description of the financial instrument, type of instrument
Identification code | Ordinary shares of 1 pence each in Synthomer plc
GB00BNTVWJ75 | ||||
b)
| Nature of the transaction
| Grant of a nil cost conditional share award subject to share price performance conditions
| ||||
c)
| Price(s) and volume(s)
|
| ||||
d)
| Aggregated information
- Aggregated volume
- Price
|
N/A - single transaction
Nil
| ||||
e)
| Date of the transaction
| 24 June 2026 | ||||
f) | Place of the transaction | N/A - outside a trading venue | ||||
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