GEN Genuit Group Plc

Genuit Group plc (the "Company')

Notification of Transactions by Persons Discharging Managerial Responsibilities

The Company confirms that on 8 April 2024, in accordance with its shareholder approved Remuneration Policy, it granted to each of the following Directors/Persons Discharging Managerial Responsibility ("PDMRs") an award (structured as a nil-cost option) under the Genuit Group plc 2014 Long Term Incentive Plan (the "LTIP"). In addition, the Company made an award, subject to the same performance conditions as set out below, under the LTIP, to 31 members of the senior management team. The awards, which have been granted in respect of the financial year beginning on 1 January 2024, are over the following maximum number of Ordinary Shares of £0.001 each in the Company ("Shares"):

*The number of shares is the maximum number of shares that are eligible to vest after the application of the Total Shareholder Return ("TSR") Modifier which is applied to the outcome of the Cash Conversion Tranche, the Earnings Per Share Tranche and the Sustainability Tranche, as detailed below. 

The vesting of each award is subject to the satisfaction of the following performance conditions:

1.   Cash Conversion Tranche: 25% of the maximum potential award is based on the average cash conversion over the three financial years of the performance period, with 25% of the cash conversion element vesting for achieving an underlying cash conversion of 93% and 100% vesting for achieving an underlying cash conversion of 99% or above;

2.   Earnings Per Share ("EPS") Tranche: 50% of the maximum potential award is based on the Company's annual compound EPS growth over the performance period with 25% of the EPS growth element vesting for achieving EPS growth of 4% per annum and 100% vesting for achieving EPS growth of 10% per annum or above;

3.   Sustainability Tranche: 25% of the maximum potential award is based on sustainability targets set to align with the Company's sustainability strategy. The targets are as follows:

a.   Scope 3: Category 1 emissions (percentage of Genuit suppliers with science-based targets) - 12.5% of the maximum potential award is based on the percentage of suppliers within purchased goods and services that by the end of the 2026 Financial Year have science-based targets covering Scope 3: Category emissions in place, with 25% of this target vesting for achieving 70% and 100% vesting for achieving 83% or above; and

b.   Diversity and Inclusion - 12.5% of the maximum potential award is based on a total percentage of early careers employees (apprenticeships and graduates) who have a diverse characteristic by the end of the 2026 Financial Year, with 25% of this element vesting for achieving 27% and 100% vesting at 33% or above.

4.   A TSR Modifier will be applied to the outcome of the Cash Conversion Tranche, the EPS Tranche and the Sustainability Tranche which has the ability to increase vesting by a further 33% or reduce vesting by 33%. TSR will be measured against FTSE 250 Industrials and the modifier will be applied as follows:

a.   If TSR is at or below lower quartile, vesting is reduced by 33%, multiplying the vesting result by a factor of 0.67;

b.   If TSR is at median, vesting remains unchanged; and

c.   If TSR is at or above upper quartile, vesting is increased by 33%, multiplying the vesting result by a factor of 1.33.

The performance period is the three-year period commencing on 1 January 2024, using measures and baselines as described above. The Committee also retains discretion to reduce vesting if it considers that the level of vesting is not consistent with the Company's overall performance over the performance period.

Subject to the satisfaction of the performance conditions, the awards will normally vest on 8 April 2027 and remain exercisable until the tenth anniversary of the grant date.

The notifications below, which have been made in accordance with the requirements of the UK Market Abuse Regulation, provide further detail.

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