Board Appointment and Resignation

Watchstone Group plc
(“Watchstone” or the “Group”)

Further to its announcement of 27 June 2017, Watchstone Group plc (LON:WTG) announces the appointment to the Board of Stefan Borson as Group Chief Executive Officer succeeding Indro Mukerjee who has resigned from the Board with effect from 31 December 2017.

Following these changes, the Board now comprises, Richard Rose (Non-executive Chairman), Mr Borson (Group Chief Executive Officer), Mark Williams (Group Finance Director), Lord Howard (Senior Non-executive Director) and David Young (Non-executive Director).

As part of his incentivisation, Mr Borson has relinquished all his rights and entitlements under the management incentive and retention plan (“Plan”) announced on 21 March 2016 to which he was entitled to up to 2.25% of any growth in value of each division of the Group above a hurdle (as adjusted for cash invested or generated from 1 January 2016).

Mr Mukerjee’s rights and entitlements under the Plan shall cease on 31 May 2018, following which Mr Williams shall be the sole remaining participant. To date, no payments have been made under the Plan to any participant and it is not expected that disposals triggering payments will be made prior to 31 May 2018.

As a replacement to Mr Borson’s entitlements under the Plan and subject to the conditions of the scheme, Mr Borson will be entitled to cash bonuses of up to 5.43% of any future distributions to shareholders in excess of a cumulative £46.04m (being approximately £1 per ordinary share) (“Distribution Incentive Scheme”). Certain cash bonuses paid to Mr Borson between 1 January 2018 and the date of such distribution(s) shall be deducted from any payments due to him under the Distribution Incentive Scheme. As previously detailed, it will not be possible for the Board or a Court to sanction the distribution of assets or cash whilst the litigation in respect of the disposal of the Professional Services Divisions remains active.

Schedule 2 (g) of the AIM Rules for Companies Details

Stefan Leon Borson (42)

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Mr Borson holds 300,000 ordinary shares in the Company and options over 50,000 ordinary shares in the Company at an exercise price of £15.00 per ordinary share. There is no further information required to be disclosed in respect of Mr Borson pursuant to Schedule 2 (g) of the AIM Rules for Companies.