W.A.G payment solutions plc
(the "Company" or "Eurowag")
Notification and public disclosure of transactions by PDMR
Acceptance of Options
W.A.G payment solutions plc (the "Company") a leading pan-European integrated payments and mobility platform focused on the Commercial Road Transportation ("CRT") industry, today announces that on 12 May 2023 the following awards over ordinary shares of 1 pence each in the Company were accepted by the following person(s) discharging managerial responsibilities:
| Participant | Position | Award | Number of Shares under Award |
| Oskar Zahn | Chief Financial Officer | Performance Share Award | 682,395 |
| Oskar Zahn | Chief Financial Officer | Buy-Out Related Awards | 775,570 |
The Performance Share Award was granted on 20 April 2023 under the Company's Performance Share Plan and will ordinarily vest on the third anniversary of its grant, subject to Mr Zahn's continued service and the extent to which the Performance Share Award's performance conditions (described below) are satisfied.
The performance vesting of a distinct 60 per cent of the Performance Share Award (the "EPS Part") will be dependent on the Company's adjusted basic earnings per share for its financial year ending 31 December 2025 ("EPS 2025"). One-quarter of the EPS Part shall vest for EPS 2025 of 11.5 cents and full vesting of the EPS Part shall apply for EPS 2025 of 14.24 cents or better. Pro-rata vesting of the EPS Part shall apply between such targets.
The performance vesting of a distinct 40 per cent of the Performance Share Award (the "TSR Part") will be dependent on the Company's total shareholder return ("TSR") performance over the performance period 1 January 2023 to 31 December 2025 relative to the TSR performance (over the same period) of a comparator group of companies (the constituents of the FTSE 250 Index (excluding investment trusts) as at the start of the performance period).
The Performance Share Award is structured as an option with a nominal option price of 1p per share and is subject to a two-year post vesting holding period (net of sales for applicable taxes).
The Buy-Out Related Awards were granted on 20 April 2023 under a one-off arrangement delivered under the Company's Employee Share Plan to recognise the value of incentive awards granted by his previous employer that were forfeited on his departure from his previous employment.
The Buy-Out Related Awards comprise five distinct Awards as follows:
| Award | Notes | Normal Vesting Date | Number of Shares under Award |
| Award I | Relates to a forfeited time based award | 10 May 2026 | 37,689 |
| Award II | Relates to a forfeited time based award | 8 March 2027 | 45,240 |
| Award III | Relates to a forfeited deferred bonus award | 8 March 2024 | 79,233 |
| Award IV | Relates to a forfeited LTIP award | 10 May 2024 | 251,391 |
| Award V | Related to a forfeited LTIP award | 8 March 2025 | 362,017 |
The Buy-Out Related Awards shall ordinarily vest on their Normal Vesting Date subject to Mr Zahn's continued service through to the relevant dates and in the case of Award IV and Award V to the extent to which their performance conditions are met.
Award IV is subject to the same EBITDA per share related performance conditions attached to the main senior awards granted to others under the Company's Performance Share Plan at the time of the Company's admission to the London Stock Exchange in 2021. Award V is subject to the same EPS and relative TSR performance conditions attached to senior awards granted to others under the Company's Performance Share Plan in 2022. Full details of such performance conditions have been previously reported in the Company's Annual Reports.
The Buy-Out Related Awards are each structured as an option with a nominal option price of 1p per share and Award IV and Award V are subject to a two-year post vesting holding period (net of sales for applicable taxes).
The information set out below is provided in accordance with the requirements of Article 19(3) of the Market Abuse Regulation (EU) No 596/2014.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||||
| a) | Name | Oskar Zahn
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| 2 | Reason for Notification | |||||||
| a) | Position/status | Chief Financial Officer
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| b) | Initial notification/Amendment | Initial Announcement | ||||||
| 3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
| a) | Name | W.A.G payment solutions plc | ||||||
| b) | LEI | 213800HU63CWV5J8YK95
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| 4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares of 1 pence each ISIN GB00BLGXWY71 | ||||||
| b) | Nature of the transaction | Acceptance of awards under (1) the Company's Performance Share Plan and (2) a one-off arrangement delivered under the Company's Employee Share Plan.
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| c) | Price(s) and volume(s)
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| d) | Aggregated information - Aggregated volume - Price |
1,457,965 Nil | ||||||
| e) | Date of the transaction | 12 May 2023 | ||||||
| f) | Place of the transaction | Outside of a trading venue | ||||||
ENQUIRIES:
Eurowag
Carla Bloom
Head of Investor Relations and Communications
+44 (0) 789 109 4542
Instinctif Partners
Tim McCall, Galyna Kulachek, Bryn Woodward
IR and international media +44 (0)20 7457 2020
About Eurowag
Eurowag was founded in 1995 and is a leading pan-European integrated payments and mobility platform focused on the Commercial Road Transportation ("CRT") industry. Eurowag's innovative solutions makes life simpler for small and medium businesses in the CRT industry across Europe through its unique combination of payments solutions, seamless technology, a data-driven digital ecosystem and high-quality customer service. https://investors.eurowag.com
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