21 September 2023

GATELEY (HOLDINGS) PLC

("Gateley" or the "Group" or the "Company")

(AIM: GTLY)

GRANT OF SHARE AWARDS, EXERCISE OF SHARE OPTIONS, ISSUE OF EQUITY, TOTAL VOTING RIGHTS

Gateley, the professional services group, is pleased to announce its latest grant of annual share awards and exercise of share options by employees, including PDMRs.

The Group's suite of share awards form's part of the Group's retention and incentivisation policy.  It is a continuation of the board's strategy to differentiate the Group's remuneration package from other professional services businesses structured under a traditional partnership model.

The board is committed to providing its people with the opportunity to own shares in the Company. Such share ownership promotes strong alignment with the Group's external shareholders, incentivises employees and is reflective of Gateley's long-established culture.  At least 65% of current employees are existing share or option holders in the Group.

Restricted Share Awards

The board is pleased to announce the grant of new Restricted Share Awards ("RSA") over 790,131 Ordinary shares of 10 pence each in the Company ("Ordinary Shares").  RSA awards were approved by the board on 14 September to partner and director level equivalent staff.  The RSAs, which vest on receipt, are subject to a five-year non-dealing restriction and are subject to forfeit should employment be terminated within that period.

Long-Term Incentive Plan

Long-Term Incentive Plan awards ("LTIP") over 727,790 Ordinary Shares vested on 14 September 2023 and were exercised on 21 September 2023 by 77 partners, including a number of PDMRs as disclosed in the tables below. These LTIP awards vested at the end of a three-year period, with vesting and exercise dependent upon the achievement of profit related performance conditions and continuous employment.  Details of these performance conditions can be found in the Group's annual report.

Employee Share Schemes and New Block Listings

Company Share Option Plan awards ("CSOPs") over 703,522 Ordinary Shares vested on 7 July 2023 and are capable of being exercised on or before until 6 July 2024.  In addition, Save As You Earn awards ("SAYE") over 1,719,632 Ordinary Shares are due to vest on 5 November 2023 and are capable of being exercised over the following six-month period.  Accordingly, the Company has applied for a block admission of a total of 2,423,154 Ordinary Shares to be admitted to trading on AIM. These Ordinary Shares will be issued, as and when required, pursuant to the exercise of options under the CSOP and SAYE schemes and it is expected that admission of the Ordinary Shares under the block listing will become effective on 22 September 2023.

Issue of new Ordinary Shares and total voting rights

Application has been made to the London Stock Exchange for 1,517,921 new Ordinary Shares to be admitted to trading on AIM ("Admission") in respect of the RSA and LTIP. It is expected that Admission will take place at 8.00am on 22 September 2023.

The new Ordinary Shares will rank pari passu with the existing Ordinary Shares in issue. Following Admission, Gateley's total issued share capital will comprise 129,972,694 Ordinary Shares. This number may be used by shareholders in Gateley as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of Gateley under the FCA's Disclosure Guidance and Transparency Rules.

Rod Waldie, Gateley Chief Executive Officer, said:

"As previously emphasised, the creation of wider share ownership across all levels of staff within the Group was one of our original goals when we became a public company in 2015. Our people are the bedrock on which the successful growth of the Group has been founded and they lie at the heart of our future growth ambitions.  These share awards are an important part of our strategy to incentivise and retain our emerging senior talent."

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