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REG - Kainos Group plc - Director/PDMR Shareholding

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RNS Number : 0890L  Kainos Group plc  02 June 2025

02 June 2025

Kainos Group plc

("Kainos" or the "Company")

 

Director / PDMR shareholdings

 

The Company announces that on 2 June 2025, share awards (the "Awards")
approved by the Board of Directors of the Company under the Kainos Group
Performance Share Plan (the "PSP Awards"), in the form of nominal value
options over Ordinary Shares were awarded to executive directors and executive
managers of the Company.  The PSP Awards vest, other than in exceptional
circumstances, over a three year period from 2 June 2025 (subject to the
provisions of the Executive Director Shareholding Policy).  The performance
conditions associated with the PSP Awards are as follows:

 

(a)    50% of each PSP Award is subject to a performance condition based on
the Company's Earnings Per Share ("EPS") Growth measured over the three
financial years commencing 1 April 2024.  This portion of the PSP Award will:

·        not vest at all if EPS Growth over the measurement period is
less than 5%;

·        vest in respect of 30% if EPS Growth over the measurement
period is 5%;

·        vest in full if EPS Growth over the measurement period is 13%
or higher;

·    vest proportionately, calculated on a straight-line basis if EPS
Growth over the measurement period is higher than 5% but less than 13%.

 

(b)    30% of each PSP Award is subject to a performance condition based on
the Company's Total Shareholder Return ("TSR") performance compared with the
FTSE techMARK All-Share index ("Index") measured over the period of three
years commencing 1 April 2024.  This portion of the PSP Award will:

·       not vest at all if TSR performance over the measurement period
is below the mean average Index ("Initial Vesting Threshold");

·      vest in respect of 30% if the TSR performance is equal to the
mean average Index price;

·     vest in full if TSR performance over the measurement period is above
the mean average price growth for the FTSE techMARK All-Share index plus four
percentage points ("Upper Vesting Threshold");

·        vest proportionately, calculated on a straight-line basis if
TSR performance over the measurement period is greater than the Initial
Vesting Threshold but less than the Upper Vesting Threshold.

 

(c)   20% of each PSP Award is subject to performance conditions associated
with Kainos being a Responsible Company. This portion of the PSP Award will
vest as follows:

·    10% of the award will vest if by 31 March 2028 if the latest
available Employee Engagement score equates to 7.7 or better as measured
though our employee engagement tool, Peakon, or such equivalent engagement
measure as the Committee considers appropriate;

·    10% of the award will vest if by 31 March 2028, if there is a
reduction in the carbon intensity of Scope 3 greenhouse gas emissions of 45%
of the profitability adjusted annual baseline.

 

Notification and public disclosure of transactions by persons discharging

managerial responsibilities and persons closely associated with them.

 (A19 Market Abuse Regulation)

 

 

 1.                    Details of the person discharging managerial responsibilities / person closely
                       associated
 a.                    Name                                      Brendan Mooney
 2.                    Reason for the notification
 a.                    Position/status                           CEO
 b.                    Initial notification                      Initial

                       /Amendment
 3.                    Details of the issuer, emission allowance market participant, auction
                       platform, auctioneer or auction monitor
 a.                    Name                                      Kainos Group plc
 b.                    LEI                                       213800H2PQMIF3OVZY47
 4.                    Details of the transaction(s): section to be repeated for (i) each type of
                       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
                       place where transactions have been conducted
 a.                    Description of the                        Options over Ordinary Shares of £0.005 each

                       Financial instrument/

                       type of instrument                        KNOS

                       Identification code
 b.                    Nature of the transaction                 PSP Share Awards 2025
 c.                    Price(s) and volume(s)

PSP Award(1)
                                                                 Exercise Price(s)  Volume(s)
                                                                 £0.005             10,094

 

                                                                 1.  Subject to the PSP Awards vesting criteria.

 d.                    Aggregated information

                       ·      Aggregated volume                  N/A

                       ·      Price
 e.                    Date of the transaction                   02-06-25
 f.                    Place of the transaction                  Outside a trading venue

 

1.  Subject to the PSP Awards vesting criteria.

 

 

d.

Aggregated information

·      Aggregated volume

·      Price

 

N/A

e.

Date of the transaction

02-06-25

f.

Place of the transaction

Outside a trading venue

 

 1.                    Details of the person discharging managerial responsibilities / person closely
                       associated
 a.                    Name                                      Richard McCann
 2.                    Reason for the notification
 a.                    Position/status                           CFO/COO
 b.                    Initial notification                      Initial

                       /Amendment
 3.                    Details of the issuer, emission allowance market participant, auction
                       platform, auctioneer or auction monitor
 a.                    Name                                      Kainos Group plc
 b.                    LEI                                       213800H2PQMIF3OVZY47
 4.                    Details of the transaction(s): section to be repeated for (i) each type of
                       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
                       place where transactions have been conducted
 a.                    Description of the                        Options over Ordinary Shares of £0.005 each

                       Financial instrument/

                       type of instrument                        KNOS

                       Identification code
 b.                    Nature of the transaction                 PSP Share Awards 2025
 c.                    Price(s) and volume(s)

PSP Award(1)
                                                                 Exercise Price(s)  Volume(s)
                                                                 £0.005             41,829

 

                                                                 1.  Subject to the PSP Awards vesting criteria.

 d.                    Aggregated information

                       ·      Aggregated volume                  N/A

                       ·      Price
 e.                    Date of the transaction                   02-06-25
 f.                    Place of the transaction                  Outside a trading venue

 

1.  Subject to the PSP Awards vesting criteria.

 

d.

Aggregated information

·      Aggregated volume

·      Price

 

N/A

e.

Date of the transaction

02-06-25

f.

Place of the transaction

Outside a trading venue

 

 1.                    Details of the person discharging managerial responsibilities / person closely
                       associated
 a.                    Name                                      Kieran Barber
 2.                    Reason for the notification
 a.                    Position/status                           Head of Services
 b.                    Initial notification                      Initial

                       /Amendment
 3.                    Details of the issuer, emission allowance market participant, auction
                       platform, auctioneer or auction monitor
 a.                    Name                                      Kainos Group plc
 b.                    LEI                                       213800H2PQMIF3OVZY47
 4.                    Details of the transaction(s): section to be repeated for (i) each type of
                       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
                       place where transactions have been conducted
 a.                    Description of the                        Options over Ordinary Shares of £0.005 each

                       Financial instrument/

                       type of instrument                        KNOS

                       Identification code
 b.                    Nature of the transaction                 PSP Share Awards 2025
 c.                    Price(s) and volume(s)

PSP Award(1)
                                                                 Exercise Price(s)  Volume(s)
                                                                 £0.005             14,173

 

                                                                 1.  Subject to the PSP Awards vesting criteria.

 d.                    Aggregated information

                       ·      Aggregated volume                  N/A

                       ·      Price
 e.                    Date of the transaction                   02-06-25
 f.                    Place of the transaction                  Outside a trading venue

 

1.  Subject to the PSP Awards vesting criteria.

 

 

d.

Aggregated information

·      Aggregated volume

·      Price

 

N/A

e.

Date of the transaction

02-06-25

f.

Place of the transaction

Outside a trading venue

 

 

 1.                    Details of the person discharging managerial responsibilities / person closely
                       associated
 a.                    Name                                      Malachy Smith
 2.                    Reason for the notification
 a.                    Position/status                           Head of Product
 b.                    Initial notification                      Initial

                       /Amendment
 3.                    Details of the issuer, emission allowance market participant, auction
                       platform, auctioneer or auction monitor
 a.                    Name                                      Kainos Group plc
 b.                    LEI                                       213800H2PQMIF3OVZY47
 4.                    Details of the transaction(s): section to be repeated for (i) each type of
                       instrument; (ii) each type of transaction; (iii) each date; and (iv) each
                       place where transactions have been conducted
 a.                    Description of the                        Options over Ordinary Shares of £0.005 each

                       Financial instrument/

                       type of instrument                        KNOS

                       Identification code
 b.                    Nature of the transaction                 PSP Share Awards 2025
 c.                    Price(s) and volume(s)

PSP Award(1)
                                                                 Exercise Price(s)  Volume(s)
                                                                 £0.005             17,824

 

                                                                 1.  Subject to the PSP Awards vesting criteria.

 d.                    Aggregated information

                       ·      Aggregated volume                  N/A

                       ·      Price
 e.                    Date of the transaction                   02-06-25
 f.                    Place of the transaction                  Outside a trading venue

 

1.  Subject to the PSP Awards vesting criteria.

 

 

d.

Aggregated information

·      Aggregated volume

·      Price

 

N/A

e.

Date of the transaction

02-06-25

f.

Place of the transaction

Outside a trading venue

 

 

Ends

 

For further information, please contact:

 

Kainos
via FTI Consulting LLP

Brendan Mooney, Chief Executive Officer

Richard McCann, Chief Financial Officer

 

Investec Bank
plc
+44 20 7597 5970

Patrick Robb / Ben Griffiths / Nick Prowting

 

FTI Consulting
LLP
+44 20 3727 1000

Dwight Burden / Kwaku Aning

 

About Kainos

Kainos Group plc is a UK-headquartered provider of sophisticated IT services
to major public sector, commercial and healthcare customers.  Our shares are
listed on the London Stock Exchange (LSE: KNOS).

 

Our expertise spans three divisions:  Digital Services, Workday Services, and
Workday Products.

 

Digital Services

Our Digital Services customers face a range of business problems, including
the need to improve their customer service, reduce costs and increase
productivity. We help them to solve these problems by developing and
supporting custom digital service platforms. Our solutions enable customers
and their users to work smarter, faster and better, while ensuring the
platforms are secure, accessible and cost effective.

 

Workday Services

We are a respected partner to Workday Inc. in Europe and North America,
providing a comprehensive range of services to support customers deploying
Workday's Finance, HR and Planning products. Our experience in complex
deployments means we are trusted to launch, test, expand and support Workday
systems.

 

Workday Products

We have developed proprietary software products that complement Workday by
enhancing our customers' system security and compliance and improving their
document generation and storage. Over 550 global customers use one or more of
our products, with adoption growing rapidly.

 

Our people

Our people are central to our success. We have more than 2,800 people in 20
countries across Europe, Asia and the Americas.

 

Find out more

You can discover more about us at www.kainos.com
(https://eur01.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.kainos.com%2F&data=05%7C02%7CG.Poole%40kainos.com%7C33ee173e4b2a438dee9308dd97760a89%7C7ed9bdc7964d4dc09084812b90e05c6d%7C0%7C0%7C638833255427785495%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=L3MOmPizQWrDJaoMcxiO1nYyjb%2BJ3YLaVSgICTlyytY%3D&reserved=0)
.

 

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