Long Term Incentive Plan

32Red Plc("the Company")

Approval of Long Term Incentive Plan (LTIP)

On 27 May 2011, the Remuneration Committee approved and adopted a Long Term Incentive Plan (LTIP). Shares awarded under the LTIP scheme are to incentivise the Executive Directors and very senior management and will ordinarily vest (and Shares released at such time) on the third anniversary of grant, but only to the extent that certain performance criteria based on the Company's Earnings Per Share (EPS) are satisfied during the vesting period and ordinarily subject to continued employment.

The key performance criteria for Shares awarded under the LTIP scheme to vest is the Company's Earnings Per Share (EPS). EPS targets based on a 10% increase per annum in the EPS before exceptional items, have been set for the next three years and these targets must be met in each year in order that the full award vests. Any failure to meet a target in any one year will result in one third of the award lapsing.

Award under the LTIP scheme

On 3 June 2011, the Company granted the awards of 1,724,490 share under the Company's approved LTIP Scheme, equivalent to 2.47% of the Company's issued share capital. The following directors were included under the award:-

Award under the ESOP scheme

In addition, on the same date, the Company granted 660,000 share options over Ordinary Shares, under the approved ESOP Scheme, to other employees of the Company at a strike price of 27p per share. No directors of the Company were included in the share option award.

The Company now has a total of 1,724,490 awards outstanding under the LTIP scheme, representing 2.47% of the issued Ordinary Share Capital and a further 3,840,500 share options in existence issued under the rules of the ESOP Scheme, representing 5.49% of the issued share capital. In total, the maximum number of potentially dilutive shares issued under the LTIP and ESOP schemes totals 5,564,990, representing 7.96% of total issued share capital.

3 June 2011

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