Adoption of New Share Incentive Arrangements

CityFibre Infrastructure Holdings PLC

("CityFibre" or "the Company")

Adoption of New Share Incentive Arrangements

Further to the announcement made this morning regarding the Company's conditional fundraising of £30.0 million, CityFibre announces that options previously granted under the Pre-Admission Option Plans have been waived, awards have been made under the JSOPs and that irrevocable commitments have been made, subject to certain shareholder approvals, to grant further awards under the JSOPs and New Option Plans.

Waiver of Options

In respect of options previously granted by the Company under the Pre-Admission Option Plans, the Company has today received irrevocable waivers from some of the option holders in respect of options to subscribe for 5,416,948 Ordinary Shares in total.

New JSOP Awards

To those individuals who waived options under the Pre-Admission Option Plans, and pursuant to the terms of the JSOPs, the Company has today issued 5,416,948 Ordinary Shares to Nedgroup Trust (Jersey) Limited ("Trustee"), in its capacity as the trustee of the CityFibre Employee Benefit Trust ("EBT"). These shares ("Replacement JSOP Shares") will be held by the Trustee for the joint benefit of itself and the participants in the awards, with the participants being beneficially interested in any value in each of the shares above 100p. In addition, and pursuant to the terms of the JSOPs, the Company granted cash awards to the participants that will deliver a cash payment to the participants on the vesting and release of their Replacement JSOP Shares of an amount equivalent to 40p per share (or, if less, the amount by which the prevailing share price exceeds 60p). The number of Replacement JSOP Shares awarded to each participant, and the vesting terms applying to such shares, equate to those under their waived option.

In addition to the above, and pursuant to the Non-Employee JSOP, the Company has today issued a further 160,137 Ordinary Shares to the Trustee. These shares ("Ms Davis JSOP Shares") will be held by the Trustee for the joint benefit of itself and Sally Davis, with Ms Davis being beneficially interested in any value in each of the shares above 100p. In addition, and pursuant to the terms of the Non-Employee JSOP, the Company granted a cash award to Ms Davis that will deliver a cash payment to Ms Davis on the vesting and release of the Ms Davis JSOP Shares of an amount equivalent to 34.5p per share (or, if less, the amount by which the prevailing share price exceeds 65.5p). The Ms Davis JSOP Shares will vest over a three year period commencing on 12 February 2014 (being her date of appointment as a Director).

Irrevocable Commitments to grant further JSOP Awards and Options

The Company has today made the following binding and irrevocable commitments:

· Pursuant to the terms of the Employee JSOP, to issue 3,132,664 Ordinary Shares to the Trustee. These shares ("New Employee JSOP Shares") will be held by the Trustee for the joint benefit of itself and the participants in the awards, with the participants being beneficially interested in any value in each of the shares above 100p. In addition, and pursuant to the terms of the Employee JSOP, the Company will grant cash awards to the participants that will deliver a cash payment to the participants on the vesting and release of their New Employee JSOP Shares of an amount equivalent to 30p per share (or, if less, the amount by which the prevailing share price exceeds 70p). The New Employee JSOP Shares will vest depending on the achievement of share price targets and will be released one year later.

· Pursuant to the terms of the Non-Employee JSOP, to issue 429,865 Ordinary Shares to the Trustee. These shares ("New Non-Employee JSOP Shares") will be held by the Trustee for the joint benefit of itself and the participants in the awards, with the participants being beneficially interested in any value in each of the shares above 100p. In addition, and pursuant to the terms of the Non-Employee JSOP, the Company will grant cash awards to the participants that will deliver a cash payment to the participants on the vesting and release of their New Non-Employee JSOP Shares of an amount equivalent to 30p per share (or, if less, the amount by which the prevailing share price exceeds 70p). The New Non-Employee JSOP Shares will vest over a three year period commencing on the date of the award.

· Pursuant to the terms of the New Option Plans, to grant options to subscribe for up to 386,878 Ordinary Shares in total. The exercise price for these options will be 70p per share (or, in the case of the options granted under the Qualifying Option Plan, the market value of a share on the date of grant as is agreed by the Company with HM Revenue & Customs). These options will vest (and become exercisable) over a three year period commencing on the date of grant of the options.

The above commitments are conditional only on the shareholders approving (at the General Meeting of the Company to be held on 9 June 2014):

· the adoption of the New Option Plans; and

· the extension to the number of shares that can be issued in respect of awards under the JSOPs (so that the total number of Ordinary Shares that can be issued by the Company in respect of awards made under the Pre-Admission Option Plans, the JSOPs and the New Option Plans, does not exceed 16,500,000 Ordinary Shares).

Directors' Interests

Following the above-mentioned waivers of options, grants of awards under the JSOPs and irrevocable commitments to grant further awards under the JSOPs and New Option Plans, the Directors will be interested in the following Ordinary Shares:

Admission and Total Voting Rights

The Company has applied for admission of the Replacement JSOP Shares and the Ms Davis JSOP Shares to trading on the AIM Market of the London Stock Exchange ("Admission"). It is expected that Admission will occur and dealings will commence in the shares on 30 May 2014. The shares will rank pari passu with the existing Ordinary Shares admitted to trading on AIM.

Following Admission the Company will have 58,230,316 Ordinary Shares in issue, all with voting rights. The Company does not hold any shares in treasury.

The above figure of 58,230,316 Ordinary Shares may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

Definitions

The following definitions shall apply in this announcement:

"Directors" the directors of the Company;

"Employee JSOP" the CityFibre Infrastructure Holdings plc Employee Joint Ownership Plan;

"General Meeting" the general meeting of the Company convened for 9 June 2014 (and any adjournment thereof);

"JSOPs" the Employee JSOP and the Non-Employee JSOP;

"New Option Plans" the Qualifying Option Plan, the CityFibre Infrastructure Holdings plc Non-Qualifying Employee Option Scheme and the CityFibre Infrastructure Holdings plc Non- Employee Option Scheme;

"Non-Employee JSOP" the CityFibre Infrastructure Holdings plc Non-Employee Joint Ownership Plan;

"Ordinary Shares" ordinary shares of £0.01 each in the capital of the Company;

"Pre-Admission Option Plans" the CityFibre Infrastructure Holdings plc Pre-Admission Enterprise Management Incentive Scheme, the CityFibre Infrastructure Holdings plc Pre-Admission Unapproved Share Option Scheme and the CityFibre Infrastructure Holdings plc Pre-Admission Non-Employee Share Option Scheme; and

"Qualifying Option Plan" the CityFibre Infrastructure Holdings plc Qualifying Employee Option Scheme.

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About CityFibre

CityFibre enables gigabit connectivity through owning, building and operating fibre optic network infrastructure. It is the largest independent provider of fibre infrastructure to mid-sized cities and major towns, providing gigabit capable infrastructure for enterprise and public sector organisations, service providers, mobile network operators and businesses.

The Company owns and operates 29,000 fibre kilometres of local access networks serving 465 customer locations in 56 towns and cities in the UK, including York, Sheffield, Newcastle, Dundee, Bath, Derby and Doncaster.

CityFibre is based in London, United Kingdom, and its shares trade on the AIM Market of the London Stock Exchange (AIM: CFHL).