12 June 2026

Fonix plc

("Fonix" or the "Company")

Adoption of EMI Sub-Plan, Grant of EMI Options and PDMR Dealing

Fonix plc (AIM: FNX), the mobile payments and messaging provider, announces that, following the recent expansion of Enterprise Management Incentive ("EMI") eligibility introduced in the 2025 Finance Act, the Company has adopted an EMI sub-plan as an addition to its existing share option plan and has granted EMI options ("EMI Options") to Michael Foulkes, the Company's Chief Financial and Operating Officer (the "CFOO") and to other eligible employees.

The Company's existing share option arrangements include both non-tax-advantaged options ("NTA Options") and Company Share Option Plan options ("CSOP Options") previously granted under the Company's share option plan. Following the adoption of the EMI sub-plan, future tax-advantaged grants will primarily be made as EMI Options.

The grants announced today comprise two elements:

1. Parallel EMI Options granted alongside existing NTA Options previously issued to current employees; and

2. New EMI Options granted to employees as part of the Company's continuing programme of long-term incentive awards.

The EMI Options are designed to support the recruitment and retention of key employees and to align the interests of employees with those of shareholders in the creation of long-term shareholder value.

The expansion of EMI eligibility means that the Company is now able to use EMI as part of its long-term incentive framework for the first time since admission to AIM in October 2020. Going forward, the Company expects EMI to be the primary vehicle for tax-advantaged share-based incentives, replacing the CSOP for new grants where eligibility criteria are met. Existing NTA Options and CSOP Options are unaffected by today's grants, save in respect of the linked-lapse mechanic described below in relation to the Parallel EMI Options.

Parallel EMI Options

The Parallel EMI Options have been granted over the same number of shares, at the same exercise prices, and (save where noted below) with vesting dates matching those of the corresponding outstanding NTA Options held by current employees. Under the terms of the Parallel EMI Options, exercise of an EMI Option will automatically cause the corresponding NTA Option to lapse, and vice versa, so that a holder may benefit from only one of the two options. As a result, the grant of the Parallel EMI Options does not increase the maximum potential dilution of the Company's issued share capital.

Where the corresponding NTA Option is fully vested or is scheduled to vest within 12 months of the Parallel EMI Option Grant Date, the Parallel EMI Option includes a 1-year vesting period.

A summary of the Parallel EMI Option grants is set out below:

New EMI Options

In addition to the Parallel EMI Options, the Company has granted 369,000 New EMI Options to employees. The New EMI Options have an exercise price of 147.00p per share, representing the closing mid-market price on the dealing day prior to the grant date.

The New EMI Options will vest in three equal tranches on 12 06 2029, 12 06 2030 and 12 06 2031. Vesting is conditional on the option holder's continuous employment with the Company until each respective vesting date and subject to the standard good/bad leaver provisions in the Company's share option plan rules. The New EMI Options granted to the CFOO are subject to the achievement of specific performance conditions.

A breakdown of the New EMI Options grant is set out below:

PDMR Grants

Of the EMI Options granted, the following were awarded to the CFOO:

Following these grants, and taking into account the linked-lapse mechanic by which exercise of a Parallel EMI Option lapses the corresponding NTA Option (and vice versa), the CFOO holds a maximum exercisable entitlement of 334,895 options in the Company, representing approximately 0.335% of the Company's issued share capital.

Total Options in Issue

Following these grants, the Company's outstanding option position is as follows:

The maximum number of shares issuable on exercise of outstanding options represents approximately 2.09% of the Company's issued share capital. This is unchanged from the position immediately before today's grants, save for the 369,000 New EMI Options granted today.

Since admission to AIM in October 2020, the Company has issued a total of 3,048,642 options (comprising NTA Options, CSOP Options and EMI Options). Of these, 209,493 have lapsed, 260,665 have been exercised and 487,468 are Parallel EMI Options that have no additional dilutive impact.

Enquiries

Fonix plc                                                    Tel: +44 20 8114 7000 

Robert Weisz, CEO 

Michael Foulkes, CFO & COO

Cavendish Capital Markets Limited (Nomad and Broker)               Tel: +44 20 7220 0500

Jonny Franklin-Adams / Seamus Fricker (Corporate Finance) 

Sunila de Silva (ECM)

About Fonix

Founded in 2006, Fonix is a leading provider of mobile payments and messaging solutions, enabling businesses to connect, engage, and transact seamlessly through mobile technology.

Fonix helps organisations across media, charity, entertainment, and enterprise sectors drive revenue and enhance audience engagement.

Headquartered in London, Fonix is a fast-growing, innovation-driven company, trusted by industry leaders such as ITV, Bauer Media, RTÉ, Global, Comic Relief, and BBC Children in Need. With a strong focus on technology and consumer experience, Fonix continues to shape the future of mobile payments and interactivity.

Notification of dealings by persons discharging managerial responsibilities and persons closely associated with them