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Section 430(2B) Companies Act 2006 Statement

Lesley Jackson, Chief Financial Officer, Retirement

9 August 2017
Stock Spirits Group PLC (the "Company")

As announced earlier today (9 August 2017), Lesley Jackson, Chief Financial Officer, will retire from the board with effect from 7 November 2017 and leave the Company on 8 August 2018. The following arrangements comply with the Company’s remuneration policy which was approved by shareholders in 2017.

Salary and benefits

From 8 November 2017 until 8 August 2018, Mrs Jackson will continue to assist with and provide support in connection with certain specific matters. Mrs Jackson will continue to receive her salary and other contractual benefits (including pension allowance, car allowance, BUPA cover and death in service cover) for that period.

Mrs Jackson will be entitled to a sum in lieu of accrued untaken holiday in relation to the 2017 holiday year, up to a maximum of seven days’ pay, paid at a rate of £1,452.69 per day (less any withholdings for income tax and national insurance contributions).

Mrs Jackson will receive a capped contribution of up to £7,000 (plus VAT, but including disbursements) towards legal fees and the cost of tax advice in connection with her departure, the precise amount of which will be based on fees actually incurred.

Share incentives

Under the Stock Spirits Group PLC Performance Share Plan (the “PSP”), Mrs Jackson’s award granted on 22 April 2015 over 226,565 shares will vest and become exercisable on 22 April 2018 following the end of the performance period and her award granted on 15 March 2017 over 311,765 shares (the “2017 Award”) will vest and become exercisable on 15 March 2020 following the end of the performance period, in each case subject to satisfaction of the relevant performance conditions. The applicable performance conditions will be tested over the performance period and determined by the Remuneration Committee (the “RemCo”) as soon as reasonably practicable at the end of the performance period. The 2017 Award will be pro-rated to 8 August 2018. Any dividend equivalents in respect of the 2017 Award will be satisfied by a cash payment to be made following the vesting date in accordance with the rules of the PSP. Any shares acquired on the exercise of these awards (if exercise occurs) will be subject to the RemCo’s right under the PSP to apply clawback provisions and the 2017 award will be subject to a two year holding period from the vesting date.

Any entitlements which Mrs Jackson has under the joint ownership equity agreements, top-up option and substitute option agreements will be treated in accordance with the rules of those schemes in force from time to time.

Annual bonus payment

In the event that the Company pays an annual bonus to its employees under the Stock Spirits Group PLC Annual Bonus Plan (the “ABP”) for the 2017 financial year, Mrs Jackson will receive a bonus payment. The amount of any such bonus will be subject to the rules of the ABP and the extent to which the performance conditions are met. The RemCo has exercised its discretion so that if any such bonus is payable to Mrs Jackson it will not be reduced on a pro-rata basis in respect of the proportion of the bonus year between 8 November 2017 and the expiry of the bonus year and will be paid in cash at the normal pay-out date in 2018. Any bonus payment will be subject to the RemCo’s right under the ABP to apply clawback provisions.

Other payments

Mrs Jackson will be paid the sum of £94,425 after leaving the Company by way of compensation. The Company will also continue to provide Mrs Jackson with medical and dental insurance cover and death-in-service benefits until 7 November 2018. As part of the overall arrangements for her leaving Mrs Jackson has agreed to waive any claims she may have against the Company.

In accordance with section 430(2B) of the Companies Act 2006, the information contained in this document will be made available on the Company’s website until the Company’s next directors’ remuneration report is made available.