Establishment of Share Incentive Plan and EBT

22 September 2014 Octagonal plc ("OCT" or the "Company") Establishment of Share Incentive Plan and Employee Benefit Trust Octagonal plc (AIM: OCT) announces that it has established a share incentiveplan ("SIP") effective as of 22 September 2014. The purpose of the SIP is toincentivise officers, employees and consultants of the Company by the award ofordinary shares in the capital of the Company ("Ordinary Shares") for no cost.Ordinary Shares under this plan will not exceed 10 per cent. of the Company'sissued share capital from time to time without the prior approval ofshareholders of the Company. The Company advises that it has also established an employee benefit trustcalled the Octagonal Employee Benefit Trust ("EBT") to implement the use of theSIP. The EBT is a discretionary trust for the benefit of directors, employeesand consultants of the Company and its subsidiaries. Accordingly, the Company was notified today by the trustees of the EBT thatthey intend to subscribe 74,000,000 new ordinary shares of 0.05p each in theCompany, at par value per share at an aggregate cost to the Company of £37,000,such shares representing 9% of the so enlarged existing issued share capital ofthe Company. The shares held in the EBT are intended to be used to satisfyfuture awards made by the Company's Remuneration Committee under the SIP. It isintended that any individual awards under the scheme will be subject to vestingand performance conditions. Application will be made for the 74,000,000 new ordinary shares of 0.05p each,which when issued will rank pari passu with the existing ordinary shares inissue, to be admitted to trading on AIM with effect from 26 September 2014. Following Admission, the Company's issued share capital will consist of822,410,088 Ordinary Shares with a nominal value of 0.05p each, with votingrights ("Ordinary Shares"), The Company does not hold any Ordinary Shares inTreasury. Therefore the total number of Ordinary Shares in the Company withvoting rights is 822,410,088. The above figure of 822,410,088 Ordinary Shares may be used by shareholders inthe Company as the denominator for the calculations by which they willdetermine if they are required to notify their interest in, or a change totheir interest in, the share capital of the Company under the Financial ConductAuthority's Disclosure and Transparency Rules. For further information please contact: Enquiries: Octagonal plc +44 (0) 20 7440 0640Donald Strang/Jason Berry Cairn Financial Advisers LLP +44 (0) 20 7148 7900Nominated Adviser and BrokerJames Caithie/Jo Turner/Carolyn Sansom Square Consulting +44 (0) 20 7929 5599Public RelationsDavid Bick/ Mark Longson