Employee Share Scheme & Director/PDMR Shareholding

20 August 2025

Software Circle plc

("Software Circle", the "Company" or the "Group")

Employee Share Scheme

Director/PDMR Shareholding

Software Circle (AIM: SFT) announces that it has granted share options ("Options") over ordinary shares of 1 penny each in the Company ("Ordinary Shares") under the Company's Save as You Earn share scheme (the "Scheme") to certain employees and persons discharging managerial responsibilities ("PDMRs") and a Person Closely Associated to them ("PCA") who is also an employee.

A total of 58 employees elected to participate in the Scheme and, pursuant to this, a grant of 1,611,547 options over Ordinary Shares was made on 19 August 2025, equating to 0.41% per cent of the current total voting rights in the Company.

The figure set out above includes 206,032 Options granted pursuant to the Scheme to PDMRs and the PCA as set out in the FCA notification table, appended further below.

The Scheme was launched in January 2017 and offers employees the opportunity to participate in the future growth of the Company through the granting of share options.

The Scheme requires employees to commit to making a fixed regular payment of between £5 and £500 for 36 months. These instalments are paid into a savings account, operated by Lloyds Bank plc, held independently from the Company.

Eligible employees were invited to subscribe for options over Ordinary Shares with an exercise price of 28.5 pence per share, representing the closing mid‐market price of the Ordinary Shares on the day prior to the invitation to participate, which was made on 24 July 2025. The options have a savings contract start date of 1 October 2025 and are exercisable when all 36 payments have been made, between 1 October 2028 and 31 March 2029.

Following the above grant and including 2,666,664 options granted under the Company Share Option Plan ("CSOP") announced on 6 October 2023 and 16,151,332 options granted under the Share Option Plan ("SOP") announced on 22 December 2023, the total number of shares now under option is 20,429,543 equating to 5.24 per cent of the current total voting rights in the Company.

Gavin Cockerill, CEO, commented: "We are pleased that a good proportion of eligible employees have elected to participate in the Company's 2025 SAYE scheme. Employee share ownership is an important element of our culture, aligning the interests of colleagues with those of shareholders. We believe that broadening participation in ownership supports employee engagement and helps drive the Group's long-term growth."

For further information:

Software Circle plc

Gavin Cockerill (CEO) via [email protected]

Allenby Capital Limited (Nominated Adviser and broker) 0203 328 5656

David Hart / Piers Shimwell (Corporate Finance)

Joscelin Pinnington (Sales and Corporate Broking)

Notes to editors:

Software Circle plc (AIM: SFT) has a mission: to be a leading serial acquirer and operator of Vertical Market Software businesses in the UK and Ireland - a permanent home for software leaders, teams, and customers. These are mission-critical systems, deeply embedded in the day-to-day workflows of users.

We help founders find the right exit strategy, acquiring businesses at appropriate valuations, supporting their organic growth over time, and reinvesting the free cash flow they generate into further value-accretive opportunities. We are building a group that gives shareholders diversified exposure to these software businesses, with discipline, alignment, and operational know-how.

Software Circle continues operations in an independent, decentralised way, and maintains the entrepreneurial spirit and culture that exists in the businesses acquired, enabling organic growth to be driven. Our goal is to create an environment where motivated teams can do their best work for the benefit of the most important stakeholder: the end customer.

For more information visit www.softwarecircle.com.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.