Restructuring of Share incentive arrangements

CyanConnode Holdings plc

("CyanConnode" or the "Company")

Restructuring of Share incentive arrangements - Director / PDMR Shareholdings

CyanConnode (AIM:CYAN.L), a world leader in narrowband radio mesh networks, announces that it intends to restructure its incentive arrangements for the executive Directors.

Following a review of executive director rewards and incentives, the Remuneration Committee of the Company determined that certain existing share options were no longer fit for purpose as an incentive and should be replaced in order to make incentive arrangements both effective and simpler. It also means outstanding contractual commitments with respect to such incentives for the executives are honoured.

The following terms have been agreed between the Directors:-

Options to be retired

The Remuneration Committee has approved the transfer of the existing legal and beneficial interests held by John Cronin and those held by Heather Peacock back to the Company's EBT as set out below.

The Company also intends to cancel all EMI and unapproved share options held by John Cronin and Heather Peacock other than those options granted pursuant to the Company's Matching Option Scheme which will be retained. (Under the Matching Option Scheme employees receive Matching options for all shares purchased in the market. The existing Matching Options were all issued at premiums of at least 98% of the price paid for the shares for which these Matching Options were issued.) The EMI and Unapproved options to be cancelled are set out below:

 New options to be awarded

Following the above transfers and cancellations the Company intends to award the following options or interests in the ordinary shares of 2p each ('Ordinary Shares') of the Company to John Cronin and Heather Peacock on terms such that the interests / options will entitle the holders to the value of such Ordinary Shares above 14.5p per Ordinary Share, (a 50% premium to the recent placing price). It is expected that the majority of the awards will be made pursuant to its Employee Benefit Trust ("EBT") Plan, with awards as EMI options being made where possible. These will be the first share options awarded to the directors, other than Matching Options, in over three years.

These awards are expected to be made as soon as practicable and shall vest as follows:-

33% of the new options shall vest immediately 33% vesting after 12 months and the remaining 33% vesting after 24 months.

John Cronin and Heather Peacock's interests' in existing issued ordinary shares in the Company remains unchanged.

Related Party Transaction

The Changes to the Director's incentivisation arrangements ("Arrangements") are a Related Party transaction pursuant to the AIM Rules for Companies. The Independent Directors (being the Directors other than John Cronin and Heather Peacock) having consulted with the Company's Nominated Adviser, consider that the Arrangements are fair and reasonable in so far as shareholders are concerned.

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