Board Change

18 March 2022

Xeros Technology Group plc

Board change

Xeros Technology Group plc (AIM: XSG, 'the Group', 'Xeros'), the licensor of proprietary solutions improving the sustainability and economics of garments and fabrics, announces today that Mark Nichols, CEO, has advised the Board that he wishes to leave Xeros to transition to a portfolio career at the end of 2022.

The Company is now at a point in time where it has successfully completed the development of its two platform technologies, secured broad IP protection and has entered into initial licensing agreements for both.  In Mark's view, the Company would now benefit from new leadership to deliver on the next phase of its growth journey.  Mark will remain with the business until 30 September 2022 to oversee the Group's ongoing commercialisation process and has committed to a comprehensive and orderly handover to his successor, for whom a search process is now underway.

As part of the above arrangements and in recognition of his contribution to the business over his six and half years of service, his status as a "good leaver" under the terms of the Company's EMI Share Option Scheme ("EMI Scheme") and Unapproved Share Option Scheme ("Unapproved Scheme") (together, the "Schemes") and to properly incentivise Mr Nichols during the transition period, the Remuneration Committee has determined:

1)   to allow Mr Nichols to keep all outstanding options granted to him in 2020, 2021 and 2022 under the terms of the Schemes; and

2)   to waive all unsatisfied performance criteria attaching to those options.

Discretion to do so is permitted under the terms of the Schemes.

The Remuneration Committee has further determined to allow the retained options to remain capable of exercise for a further three and a half years from his leaving date.  This discretion is available to the Company's Remuneration Committee in respect of the EMI Scheme though is not so under the terms of the Unapproved Scheme. Accordingly, the Board (excluding Mr Nichols) is proposing to amend the terms of the option agreements granted to Mr Nichols under the Unapproved Scheme to allow such discretion to be taken.  This amendment is deemed to be a related party transaction for the purposes of the AIM Rules.  The Board (excluding Mr Nichols) having consulted with finnCap (as the Company's nominated adviser) consider that the terms of such proposed amendment are fair and reasonable insofar as the Company's shareholders are concerned.

Mr Nichols has agreed to cancel the options granted to him over a total of 18,901 ordinary shares of 15p each ("Ordinary Shares") in 2015, 2017 and 2018 which have an exercise price of £210 or £225 per share.

After allowing for the cancellation of the options granted in 2015, 2017 and 2018, Mr Nichols will hold options over a total of 415,246 Ordinary Shares (EMI Scheme: 246,200; Unapproved Share Option scheme: 169,046).

Klaas de Boer, Chairman of Xeros, said:

"After six and a half years of leading the development of Xeros we accept Mark's desire for a career change and fully appreciate his reasoning for it. The Company is now poised at the commercialisation stage of its development and Mark will leave the business very well positioned to grow significantly over the next 3+ years in partnership with global brands and manufacturers. They have the reach to deliver the benefits of our technologies to businesses and consumers across the globe.  The Board has commenced the search for a new leader with the relevant skills and experience to complete a comprehensive commercialisation strategy for our exciting platform technologies."

This announcement contains inside information for the purposes of Market Abuse Regulation (Regulation (EU) No. 596/2014) as retained and applicable in the UK pursuant to S3 of the European Union (Withdrawal) Act 2018 ('MAR').

Enquiries:

Notes to Editors

With close to 40 patent families, Xeros' revolutionary platform technologies, XTend™ and XFiltra™ set new standards for performance and sustainability across our clothing's lifecycle. By reducing the consumption of valuable natural resources and preventing microfibre and microplastic pollution, Xeros greatly reduces the impact of our clothes on the planet.

Backed by science, we set new standards for significantly reduced water consumption, lower carbon and effluent emissions, and improved garment care/life at the manufacturing stage and throughout laundry processes, in industry, and in the home. Xeros' technologies deliver a unique combination of unbeatable sustainability outcomes, improving performance whilst reducing costs. 

The manufacture of clothes and their subsequent care consumes vast amounts of our finite, valuable resources. Xeros licenses new technologies to enable us all to consume less, helping to protect the world for our future. 

For more information, please visit - http://www.xerostech.com/