Growth Share Scheme Vesting and Award Allocation

22 July 2025

INTERCEDE GROUP plc

('Intercede', the 'Company' or the 'Group')

Growth Share Scheme Vesting and Award Allocation Announcement

Intercede, the leading cybersecurity software company specialising in digital identities, is pleased to announce the vesting in full of the Growth Share Scheme (the "Scheme") granted to Klaas van der Leest (Group CEO) and announced 10 October 2022. Unless otherwise defined, capitalised terms used in this announcement have the same meaning as set out in the 10 October 2022 announcement in relation to the Growth Shares.

Summarised details of the scheme are as follows:

Pursuant to the terms of the Scheme, Mr Van der Leest would be capable of vesting his awards under the Scheme subject to the performance of the Company's shares over and above an initial base share price of 66 pence ("Base Price") at the time of grant. The trigger prices as to whether the award granted to Mr Van der Leest vested were based on the Company's share price following the vesting date under the Scheme, this vesting date being the date of the publication of the Company's full year results for the year ended 31 March 2025. The trigger prices were:

·    At 121 pence (an 83% per cent. increase from the Base Price) per Ordinary Share or below, there would be no value delivered to Mr Van der Leest;

·    At 173 pence (a 162% per cent. increase from the Base Price) per Ordinary Share, the award under the Scheme would be awarded in full; and

·    Between 121 pence per Ordinary Share and 173 pence per Ordinary Share, the award under the Scheme would increase on a sliding scale up to the maximum award.

Following the publication of the FY25 results, the Scheme has now fully vested, with the Company's shares exceeding a 162% increase in the Company's share price from the Base Price.

In accordance with the terms of the Scheme, on 8 July 2025 Mr Van der Leest submitted a valid put option for his Growth Shares and the Board has determined that the valuation criteria for vesting had been fully met.

As a result, the Board has approved the following award to Mr Van der Leest:

·    The payment of £1.8 million gross in cash; and

·    The issue to Mr Van de Leest of 743,095 ordinary shares in Intercede Group plc, based on the closing share price of an Intercede Share of 173.5p on 7 July 2025, being the day before receipt of the put option (the "New Ordinary Shares").

In reaching this decision, the Board carefully reviewed the Group's working capital, cash reserves, potential dilution, and impact on earnings per share. It concluded that the above combination of cash and equity represents the most appropriate and balanced approach for the Company.

Following the award, Mr Van der Leest will have a shareholding of 1,819,727 Ordinary Shares in the Company, representing approximately 3.1% of the Company's total voting rights.

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

Admission

The New Ordinary Shares are being issued pursuant to the vesting of the Growth Shares and subsequent exchange into Ordinary Shares. The New Ordinary Shares will rank pari passu with the Company's existing Ordinary Shares.

Application has been made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM and it is expected that Admission will be effective, and dealings will commence in respect of the New Ordinary Shares on or around 25 July 2025.

Following Admission, the Company's issued share capital will consist of 59,573,952 Ordinary Shares. The Company holds 373,906 Ordinary Shares in Treasury, therefore on Admission the total number of voting rights will be 59,200,046. This figure may be used by shareholders as the denominator for the calculation by which they may determine if they are required to notify their interest in, or change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

ENQUIRIES

About Intercede

Intercede is a cybersecurity software company specialising in digital identities, and its innovative solutions enable organisations to protect themselves against the number one cause of data breach: compromised user credentials.

The Intercede suite of products allows customers to choose the level of security that best fits their needs, from Secure Registration and ID Verification to Password Security Management, One-Time Passwords, FIDO and PKI. Uniquely, Intercede provides the entire set of authentication options from Passwords to PKI, supporting customers on their journey to passwordless and stronger authentication environments. In addition to developing and supporting Intercede software, the Group offers professional services and custom development capabilities as well as managing the world's largest password breach database.

For over 20 years, global customers in government, aerospace and defence, financial services, healthcare, telecommunications, cloud services and information technology have trusted Intercede solutions and expertise in protecting their mission critical data and systems at the highest level of assurance.

For more information visit: www.intercede.com

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