Grant of Options and Issue of Equity

WH Ireland Group Plc

(“WH Ireland” or the “Company”)

Grant of Options and Issue of Equity

Total Voting Rights

Issue of Non-Executive Directors Scheme Shares

The Company confirms today that, further to the announcement of 6 November 2019, it has today issued ordinary shares in the Company to certain Non-Executive Directors of the Company pursuant to the NED Scheme.

As previously announced, Philip Shelley, Victoria Raffé and Simon Lough (and Alistair Buchanan, as set out in the announcement of 28 July 2020) had agreed to receive ordinary shares  in the Company in lieu of 25 per cent of the fees that would otherwise be due to be paid to them by the Company in respect of the 12 month period commencing on 1 December 2019 and ending on 30 November 2020. The ordinary shares are being issued in two tranches.

The ordinary shares for the period ending 30 November 2020, being the second tranche have been issued today at a price of 48p, as agreed with the Directors, and as set out below.

Accordingly, the Company has issued 41,664 Ordinary Shares today (the “New Shares”). Application has been made to admit the New Shares to trading on AIM (“Admission”). Admission is expected to become effective on 16 March 2021 and the New Shares will rank pari passu in all respects with the Company’s existing ordinary shares in issues.

For the purposes of the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules (“DTRs”), the issued ordinary share capital of the Company following Admission will consist of 62,021,585 ordinary shares with voting rights attached (one vote per ordinary share). There are no ordinary shares held in treasury. This total voting rights figure may be used by shareholders as the denominator for the calculations by which they will determine whether they are required to notify their interests in, or a change to their interest in, the Company under the DTRs.

New Non-Executive Directors Scheme

At the same time, the Non-Executive Directors of the Company, being Philip Shelley, Victoria Raffé, Simon Lough and Alistair Buchanan, have today agreed to receive ordinary shares in the Company in lieu of 25 per cent of the fees that would otherwise be due to be paid to each them by the Company in respect of the twelve month period commencing on 1 December 2020 and ending on 30 November 2021 (the “New NED Scheme”).

The ordinary shares are to be issued in two tranches being the six months ending 30 May 2021 and six months ended 30 November 2021.

The number of ordinary shares will be determined on the basis of the volume weighted average of the middle market quotations for one Ordinary Share for the 30 consecutive trading days ending on 30 May 2021 and 30 November 2021 as the context so requires, subject to a maximum value of £51,250.

Aggregating together the 25 per cent of the fees that would otherwise be due to be paid to the Non-Executive Directors by the Company in respect of the 12 month period commencing on 1 December 2020 and ending on 30 November 2021, the total saving to the Company is £51,250.

Issue of EMI Options

Finally, the Company confirms today that it has granted options over 364,583 ordinary shares to certain new employees of Company (the “New Options“). Of the New Options, options over 156,250 ordinary shares have been granted to Fraser Marshall, the head of the Capital Markets Division of the Company, as part of the terms of his contract of employment with the Company.

These options are granted under the rules of the Company’s EMI Share Scheme 2020; have an exercise price of 48p and vest on the third anniversary of the date of grant. These options are conditional on the continued employment of the recipient at the date of vesting.

Consent

In accordance with the agreement with Polygon Global Partners LLP (“Polygon”), announced on 17 October 2017, Polygon has consented to the issue of the NED Shares, the New NED Scheme and to the issue of the New Options.

For further information please contact:

WH Ireland Group plc                                                                                               www.whirelandplc.com

Phillip Wale, Chief Executive Officer                                                                       +44(0) 20 7220 1666            

The notifications set out below are provided in accordance with the requirements of the EU Market Abuse Regulation.