Grant of Options

PROACTIS Holdings PLC

Grant of Awards and Options

PROACTIS Holdings PLC ("PROACTIS", the "Group" or the "Company"), the specialist spend management solution provider, announces that it has granted awards ("Awards") and options ("Options") over ordinary shares of 10 pence in the capital of the Company ("Ordinary Shares") to certain Directors and persons discharging managerial responsibility ("PDMR's") of the Company (the Options and the Awards together, the "Grant"), as set out in the Company's admission document of 7 July 2017 (the "Admission Document") regarding, inter alia, the acquisition of Perfect Commerce, LLC ("Perfect Commerce").

The following Directors have been granted Awards and/or Options:

The Company has granted Awards under the PROACTIS Group Long-Term Incentive Plan 2017 over a maximum of 518,939 Ordinary Shares as follows (the "LTIP Awards"):

- 246,212 Awards were granted to Hamp Wall;

- 151,515 Awards were granted to Tim Sykes; and

- 121,212 Awards were granted to Sean McDonough.

The LTIP Awards are granted at a price of 10 pence per Ordinary Share and vest in accordance with performance targets linked to share price performance above 165 pence per Ordinary Share and earnings per share growth over the period to 30 November 2020.

In addition, the Company has granted Awards under the PROACTIS Group Executive Bonus Plan 2017 over a maximum of 259,469 Ordinary Shares as follows (the "Executive Bonus Plan Awards"):

- 123,106 Awards were granted to Hamp Wall;

- 75,757 Awards were granted to Tim Sykes; and

- 60,606 Awards were granted to Sean McDonough.

The Executive Bonus Plan Awards are granted at a price of 10 pence per Ordinary Share and vest in accordance with performance targets linked to share price performance above 165 pence per Ordinary Share and EBITDA growth over the period to 30 November 2018.

Further details on the LTIP Awards and the Executive Bonus Plan Awards are set out in Paragraph 6 of Part VII of the Admission Document.

Furthermore, the Company has granted 451,842 Options to Tim Sykes. These Options are granted at a price of 43 pence per Ordinary Share and replace those granted to Tim Sykes on 2 June 2006 and which subsequently lapsed whilst the Company was in a close period such that Mr Sykes was unable to exercise these Options. The performance targets for the lapsed Options had all been met prior to their lapsing and, therefore, these replacement Options vest immediately and unconditionally.

Following the Grant, there are a total of 4,169,838 Awards and Options outstanding, representing approximately 4.50 per cent. of the current issued share capital of the Company.

Further detail is set out in the PDMR disclosure tables below.

For further information, please contact:

Notes to Editors:

PROACTIS is headquartered in London with offices in the UK, North America, Mainland Europe and New Zealand. It creates, sells and maintains specialist software which enables organisations to streamline, control and monitor indirect expenditure. It is used in over 1,000 organisations around the world from the commercial, public and not-for-profit sectors.

PROACTIS floated on the AIM market of the London Stock Exchange in June 2006.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.