Establishment of Share Incentive Plan and EBT

3 October 2014

AfriAg plc

("AFRI" or the "Company")

Establishment of Share Incentive Plan and Employee Benefit Trust

AfriAg plc (AIM: AFRI) announces that it has established a share incentive plan ("SIP") effective as of 3 October 2014. The purpose of the SIP is to incentivise officers, employees and consultants of the Company by the award of ordinary shares in the capital of the Company ("Ordinary Shares") for no cost. Ordinary Shares under this plan will not exceed 10 per cent. of the Company's issued share capital from time to time without the prior approval of shareholders of the Company.

The Company advises that it has also established an employee benefit trust called the AfriAg Employee Benefit Trust ("EBT") to implement the use of the SIP. The EBT is a discretionary trust for the benefit of directors, employees and consultants of the Company and its subsidiaries. 

Accordingly, the Company was notified today by the trustees of the EBT that they intend to subscribe 118,000,000 new ordinary shares of 0.1p each in the Company, at par value per share at an aggregate cost to the Company of £118,000, such shares representing 9% of the so enlarged issued share capital of the Company. The shares held in the EBT are intended to be used to satisfy future awards made by the Company's Remuneration Committee under the SIP. It is intended that any individual awards under the scheme will be subject to vesting and performance conditions.

Application will be made for the 118,000,000 new ordinary shares of 0.1p each, which when issued will rank pari passu with the existing ordinary shares in issue, to be admitted to trading on AIM with effect from 9 October 2014.

Following Admission, the Company's issued share capital will consist of 1,306,001,037 Ordinary Shares with a nominal value of 0.1p each, with voting rights ("Ordinary Shares"), The Company does not hold any Ordinary Shares in Treasury. Therefore the total number of Ordinary Shares in the Company with voting rights is 1,306,001,037.

The above figure of 1,306,001,037 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

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