Disclosures in accordance with section 430(2B) of the Companies Act 2006

S.430(2B) Companies Act 2006 Statement - Mr. Mark Crossley

Further to the announcement by the Company on February 27, 2025, Mark Crossley stepped down as Chief Executive Officer and as a Board Director with effect from May 8, 2025. In accordance with section 430(2B) of the Companies Act 2006, details of remuneration payments to be made to Mr. Crossley after he ceases to be a Board Director and payments for loss of office made or to be made to Mr. Crossley are detailed below. 

1. Salary and benefits

Mr. Crossley stepped down as Chief Executive Officer and as a Board Director effective May 8, 2025. His notice period will expire on August 1, 2026, and he will remain employed until that date, when his employment will terminate (“Termination Date”).  Mr Crossley will remain entitled to receive salary and benefits, less standard deductions and taxes, through to the Termination Date.

2. Annual Incentive Plan (AIP)

Mr. Crossley will be eligible for:

(i)    an unchanged annual bonus opportunity for 2025 (without pro-ration) based on non-financial measures related to Mr. Crossley delivering a smooth transition to his successor; and

(ii)    an entitlement to $250,000 based upon achievement of the Group’s internal net revenue and adjusted operating profit targets for H1 2025.  

Any bonus will be paid in cash at the scheduled payment time in relation to the 2025 fiscal year and will not be subject to deferral. 

3.    Long-Term Incentive Plan (LTIP)

Mr. Crossley’s last LTIP award was granted in March 2024. He is not entitled to be granted any further LTIP awards.

Mr. Crossley’s existing LTIP awards shall vest/be released as follows:

(i)    2021 LTIP award - has already vested and will be released at the end of the two-year holding period i.e. March 1, 2026; and

(ii)    2023 and 2024 LTIP awards – will vest subject to performance conditions, without any reduction for pro-ration, and shall be released at the end of the two-year holding period i.e. March 3, 2028 and March 8, 2029, respectively.

4.    Deferred Bonus Plan (DBP)

DBP awards granted in 2024 and 2025 will vest in line with the normal vesting scheduled on March 14, 2026 and March 14, 2027 respectively.

5.    Other

The Company has agreed to reimburse Mr. Crossley for:

(i)    the cost of outplacement services and materials in an amount up to $50,000; and

(ii)    reasonable legal fees incurred in connection with his separation from the Company up to $40,000. 

The Company will continue to make available to Mr. Crossley tax return support through the 2027 tax year. 

Any accrued but unused holiday for the period to August 1, 2025 will be paid in cash, less standard deductions and taxes. 

In accordance with section 430(2B) of the Companies Act 2006, the Company confirms that no other remuneration payments or payments for loss of office will be made by the Company to Mr. Crossley.