Implementation of Incentive Plan and initial grant

9 July 2020

SysGroup plc
("SysGroup" or the "Group")

Implementation of the SysGroup Incentive Plan and initial grant

SysGroup PLC (AIM:SYS), the multi award-winning managed IT services and cloud hosting provider, announces the implementation of the 2020 SysGroup Long Term Incentive Plan ("2020 LTIP"), together with an initial grant of 400,000 performance shares (the "Award") under the 2020 LTIP. The remuneration committee has granted 250,000 performance shares to Adam Binks, Chief Executive Officer, and 150,000 performance shares to Martin Audcent, Chief Financial Officer (together the "Executive Directors"). The 2020 LTIP replaces in its entirely the incentive plan set up in June 2018 ("2018 LTIP").

The 2020 LTIP has been established by the remuneration committee, following consultation with certain of its larger institutional shareholders, to incentivise management to deliver long-term value creation for shareholders and ensure alignment with shareholder interests. The 1.6 million performance shares granted to date to the Executive Directors under the 2018 LTIP have vested with immediate effect and all future grants under the 2018 LTIP have been cancelled.

Under the 2020 LTIP the remuneration committee will, each financial year, set a minimum Adjusted EBITDA performance ("Threshold"), by reference to prevailing market consensus. On conclusion of the financial year the Executive Directors will be paid a mixture of a cash bonus and issued with nil cost performance shares, which will be granted subject to the Group's performance against the Threshold and will vest two years after the date of grant.

The Company must achieve a minimum of 90% of the Threshold before any cash payment or grant of performance shares is due to the Executive Directors. The level of cash payment and grant of performance shares increases up to 110% of the Threshold with the maximum grant due at the discretion of the remuneration committee. The split between a cash payment and performance shares is set at pre-determined levels unless the Threshold is exceeded by 110% at which point the split between a cash payment and performance shares is at the discretion of the remuneration committee for the excess amount.

Performance shares that are granted will vest on the second anniversary of the initial grant and will be subject to an additional grant dependent upon the performance of the share price based on the 90 day volume weighted average price immediately prior to the third anniversary of the grant. The sale of shares received under the 2020 LTIP will be restricted such that a maximum of one third of the shares received will be able to be sold from the first anniversary, two thirds from the second anniversary of the vesting date and all performance shares exercised will be able to be sold from the third anniversary of the vesting date.

The Award represents 0.81% of the current issued share capital of the Company.

The Award is also subject to continued employment, malus and clawback provisions and will vest in full on a takeover of the Company.

About SysGroup
SysGroup is a leading provider of Managed IT Services, Cloud Hosting, and expert IT Consultancy. The Group delivers solutions that enable clients to understand and benefit from industry leading technologies and advanced hosting capabilities. SysGroup focuses on a customer's strategic and operational requirements - enabling clients to free up resources, grow their core business and avoid the distractions and complexity of delivering IT services.

The Group has offices in Liverpool, London, Newport, Bristol and Telford.

For more information, visit http://www.sysgroupplc.com

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Notification of transactions by persons discharging managerial responsibilities