Chief Executive Officer's Restricted Share Units

For Immediate Release 31 July 2015

Plant Impact plc

Chief Executive Officer's Restricted Share Units

Plant Impact plc (AIM: PIM) ("Company" or the "Group"), an agricultural bioscience company that develops and markets crop enhancement and speciality nutrition products, announces that on 31 July 2015, the Company granted 4,800,000 Restricted Share Units ("RSUs") to John Brubaker, Chief Executive Officer and Director. Each RSU entitles Mr Brubaker to one ordinary share in the Group ("Share") on vesting. The number of RSUs which actually vest to Mr. Brubaker as Shares will be determined by the level of achievement of certain performance conditions, which are set out below ("Performance Conditions") and reflect the terms of the "Value Creation Plan" which was approved by the Company's shareholders under Resolution 7 at the 20 November 2014 Annual General Meeting ("2014 AGM").

Resolution 7 authorised the Remuneration Committee to amend the Group's Performance Share Plan to allow for the grant of Value Creation Plan Options ("VCP-Options"), or equivalent awards. The RSUs, in the Remuneration Committee's opinion, are equivalent awards to the VCP-Options approved by the shareholders.

Consistent with the approval from shareholders via Resolution 7 at the 2014 AGM, the actual vesting of the RSUs into Shares will be subject to the achievement of the Performance Conditions designed to ensure that the RSUs do not vest unless there has been significant growth in the Company's share price ("Share Price") as well as significant growth in the Company's gross profit ("Gross Profit"). 

The RSUs issued to Mr. Brubaker are over a maximum of 4,800,000 Shares and will vest on a date which is the later of: (1) a pre-determined contractual vesting date ("Vesting Date"), being three or more years from 20 November 2014; (2) the date on which the Share Price achieves a certain level ("Share Price Hurdle"); and (3) the date on which the Gross Profit, per the Group's most recently published audited annual accounts, exceeds certain thresholds. At 20 November 2014, the date of the 2014 AGM at which shareholders approved the Remuneration Committee' ability to amend the Performance Share Plan to introduce the Value Creation Plan, the Group's Share Price was 35 pence, and the average closing price over the prior 12 months was 21.2 pence. The Company's most recently published Gross Profit at that time was £1.8 million.

The earliest Vesting Dates, Share Price Hurdles and Gross Profit levels which determine the potential vesting of Mr. Brubaker's RSUs are set out in the following table:

However, if by the Vesting Date of a particular RSU, the Share Price has declined more than 30% below the Share Price Hurdle which triggered the vesting of that RSU, vesting of that RSU shall be delayed until such time as the Share Price again achieves that Share Price Hurdle for at least 20 consecutive dealing days. In addition, Mr. Brubaker has entered into a post-vesting sale restriction agreement ("Lock-Up Agreement"), which would restrict the sale or transfer of Shares received from the vesting of RSUs until 20 November 2019 at the earliest. The terms of this Lock-Up Agreement would, however, permit the sale of Shares in certain limited circumstances, including for the purpose of satisfying tax liabilities arising on vesting of the RSUs.

In no circumstances will an RSU vest later than ten years from the date of grant.

Resolution 7 allows the Remuneration Committee to mitigate any adverse tax consequences for potential recipients where it considers it appropriate to do so . In the case of Mr Brubaker, who is liable to US taxes, there may be extraordinary US taxes over and above normal tax charges, which apply if awards vest in certain circumstances where the Company is sold and performance conditions on the awards are waived in favour of the holder. These tax charges arise under section 4999 of the US Internal Revenue Code. There is no intention by the Board to ease performance conditions, however, in circumstances where the Company is sold before the "Gross Profit Thresholds" are met but for a consideration that computes to an implied share price that meets the Share Price condition, the Gross Profit condition ceases to apply and this may mean that the Mr Brubaker faces an extra tax charge of up to 20% of the gain over and above the standard income tax and social security charges which arise on vesting of the RSUs.

The Remuneration Committee has accordingly determined that given that a potential sale of the Company at a price supported by the shareholders is in their interest and accordingly should be an outcome provided for in the CEO incentive structure, and further that the falling away of the Gross Profit condition under the circumstances of a complete sale of the business is not to the detriment of the shareholders, that in these extraordinary circumstances, it is appropriate for the award to the CEO to include provision for the Company to underwrite any section 4999 tax liability which arises for the CEO (but not standard income tax and social security liabilities).

Given the scale of the potential dilution of existing shareholders in the Group by the potential vesting of RSUs to Mr. Brubaker, albeit only in exceptionally positive circumstances for existing shareholders in the Group, the grant of the RSUs constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies. Accordingly, the independent directors of the Company ("Independent Directors") consider, having proposed and received approval from the Group's shareholders at the November 2014 AGM, and having consulted with the Group's nominated adviser, Peel Hunt LLP, that the terms of the RSUs are fair and reasonable insofar as the Group's shareholders are concerned. In providing advice to the Independent Directors, Peel Hunt LLP has taken into account the commercial assessment of the Independent Directors.

For further information, contact:

Plant Impact

John Brubaker, Chief Executive Tel: +44(0) 1582 465 540

Kate Barnes-Quinn, Finance Director

www.plantimpact.com

Peel Hunt - Nominated Advisor and Broker

Dan Webster Tel: +44 (0) 207 418 8900

Richard Brown

George Sellar

Buchanan

Charles Ryland Tel: +44(0) 20 7466 5000

Sophie Cowles

Jane Glover