Long Term Incentive Plan (LTIP)

22 December 2022

Harland & Wolff Group Holdings plc

("Harland & Wolff" or the "Company")

Long Term Incentive Plan (LTIP) for Executive Board

Harland & Wolff Group Holdings plc (AIM: HARL), the UK quoted company focused on strategic infrastructure projects and physical asset lifecycle management, announces that the Remuneration Committee ("Remco") has agreed the key terms of a new Long Term Incentive Plan ("LTIP"), established  to further align the interests of the Executive Directors with the Company's wider shareholder base.   The formal grant of options pursuant to the LTIP is expected to take place over the coming weeks and a further announcement will be made in due course once documentation has been finalised.

Under the terms of the LTIP, John Wood and Arun Raman will be granted, in aggregate, options over a maximum number of new ordinary shares of 1p each in the Company ("Options") which equates to 10% of the current issued ordinary share capital, all current outstanding warrants in the Company and any additional warrants which the Company may issue prior to the formal implementation of the LTIP. There will be no further options granted under this LTIP and no further anti-dilution provisions.

Of the total Options granted under the LTIP, John Wood is expected to be allocated approximately 52.50% per cent. and Arun Raman, 47.50 per cent.

Following the formal grant, these Options will vest over a three-year period commencing 1 January 2023 and ending on 31 December 2025. Subject to the achievement of the requisite performance criteria (set out below), Options may be exercised into new ordinary shares at par value and any such new shares will have a holding period of three years from the date of vesting, during which time they may not be sold by the Executive Directors.

The Options will be split into three categories and the key terms and/or performance criteria are set out below:

·      Restricted Shares will represent 30% of the total number of Options, earned on a straight-line basis over three years from 1 January 2023. If any Executive leaves during this three-year period as a "good leaver", such Executive will be entitled to keep a time-apportioned number of those shares.

·      Value Shares will represent 35% of the total number of Options and will realise value provided that the volume weighted average price of the shares for the 90 trading days immediately preceding and including 31 December of each calendar year is as follows:

o  2023: 37.50 pence per share

o  2024: 46.88 pence per share

o  2025: 58.60 pence per share

o  Value Shares will be granted in proportion to the uplift in the share price since the previous award date such that if the growth in share price falls short of the target by 5%, then the number of Value shares awarded will be reduced by 5%. However, if share price growth is less than 10% in any year of award, no award of Value Shares will be made for that year.

o  Failure to achieve the relevant trigger in one year will not be recoverable by over-achievement in subsequent years. This means there will be no "re-testing."

·      Enhanced Value Shares will equate to 35% of the total number of Options. Enhanced Value Shares may be available in two equal amounts at any time up to the end of 2025, with half of the Enhanced Value Shares triggered by the Company's share price being at or above a volume weighted average price of 60 pence per ordinary share for a period of 60 days, and the other half being triggered by the share price being at or above a volume weighted average price of 100 pence per ordinary share for a period of 60 days.

Malcolm Groat, Non-Executive Chairman of Harland and Wolff, commented;

"We are making solid progress with all aspects of preparing the Company for the voyage ahead. The Executives have worked tirelessly since 2018, when they first joined the Board, and have transformed the Company and its prospects. It is Remco's desire to retain the Executives during the next, demanding phase of growth, leading the Company on to become an exemplary success story. The LTIP is designed  to incentivise delivery of outstanding results for all stakeholders and to build, in particular, a firm alignment of interest with shareholders. ."

This announcement contains inside information.

For further information, please visit www.harland-wolff.com or contact:

About Harland & Wolff

Harland & Wolff is a multisite fabrication company, operating in the maritime and offshore industry through five markets: commercial, cruise and ferry, defence, energy and renewables and six services: technical services, fabrication and construction, decommissioning, repair and maintenance, in-service support and conversion.

Its Belfast yard is one of Europe's largest heavy engineering facilities, with deep water access, two of Europe's largest drydocks, ample quayside and vast fabrication halls. As a result of the acquisition of Harland & Wolff (Appledore) in August 2020, the company has been able to capitalise on opportunities at both ends of the ship-repair and shipbuilding markets where there will be significant demand.

In February 2021, the company acquired the assets of two Scottish-based yards along the east and west coasts. Now known as Harland & Wolff (Methil) and Harland & Wolff (Arnish), these facilities will focus on fabrication work within the renewables, energy and defence sectors.

In addition to Harland & Wolff, it owns the Islandmagee gas storage project, which is expected to provide 25% of the UK's natural gas storage capacity and to benefit the Northern Irish economy as a whole when completed.