Genuit Group plc (the "Company')

Notification of Transactions by Persons Discharging Managerial Responsibilities

The Company confirms that on 11 April 2025, 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 2024 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 26 members of the senior management team. The awards, which have been granted in respect of the financial year beginning on 1 January 2025, 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 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 90% and 100% vesting for achieving an underlying cash conversion of 95% or above;

2.   Earnings Per Share ("EPS") Tranche: 50% of the 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 4.8% per annum and 100% vesting for achieving EPS growth of 10.7% per annum or above;

3.   Sustainability Tranche: 25% of the award is based on a sustainability target set to align with the Company's sustainability strategy and its science-based targets. Consistent with the Company's science-based target covering scope 3: category 1 emissions, it will target an intensity output improvement over the performance period with 25% of the element vesting for achieving an intensity output for the year ending 31 December 2027 of 1.712tCO₂e/t, and 100% vesting for achieving an intensity output for the year ending 31 December 2027 of 1.517TCO₂e/t or below; and

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.

With regard to the performance conditions, where performance falls between the threshold and maximum performance levels, the vesting outcome is adjusted on a graduated basis. 

The performance period is the three-year period commencing on 1 January 2025, 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 11 April 2028 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. 

Contacts:

Emma Versluys
Group Legal Counsel and Company Secretary                     +44 (0) 1138 315 315