s430(2B) Companies Act 2006
This information sets out the disclosure required by section 430(2B) of the Companies Act 2006 in relation to Poppy Gustafsson ceasing to be a Director of the Company, as detailed in the separate announcement from the Company issued on 6 September 2024.
As required by section 430(2B) of the Companies Act 2006, details of the remuneration payments made or to be made to Poppy are set out below. These arrangements comply with, and have been calculated having regard to, the Directors’ Remuneration Policy, which was approved by shareholders at the annual general meeting of Darktrace held on 24 November 2021.
At the time of this disclosure, Luke Bidco Limited has made a recommended cash offer for the entire issued share capital of Darktrace (“Acquisition”) implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (“Scheme”). Further details of the Scheme can be found in the scheme document, available on Company’s website here:https://ir.darktrace.com/thomabravo
The Acquisition continues to progress as anticipated and is expected to close in Q3 or early Q4 2024. All antitrust and regulatory approvals have now been received, save for one foreign regulatory approval which is currently anticipated will be received by 28 September 2024. Darktrace anticipates seeking the UK court’s sanction of the Acquisition as soon as practicable after all antitrust and regulatory conditions have been received. A further update will be announced in due course.
Salary and benefits
Poppy will remain an employee of the Company until 5 December 2024, when her employment will end. She will receive her usual salary and contractual benefits during the remainder of her employment.
Annual Bonus
Poppy will receive a bonus in respect of the financial year ending 30 June 2024 of £710,997.00 (“FY24 Bonus”), payable on or around 31 October 2024 (or such later date notified to her).
Deferred shares
In respect of 37,572 ordinary shares in Darktrace (“Darktrace Shares”) held by Poppy in a nominee account which are subject to deferral and a holding period, the deferral terms and holding period shall fall away conditional upon the Court sanctioning the Scheme.
Darktrace plc Award Incentive Plan (“AIP”)
Subject to the Scheme becoming effective, the AIP awards will be treated in accordance with the rules of the AIP, the terms of the Scheme Document and the recommendations of the Darktrace Remuneration Committee, as applicable to all other holders of AIP awards in connection with the Scheme, as follows:
- the AIP awards granted in 2022 and 2023 shall vest in full and will not be pro-rated for time;
- the AIP awards granted in 2024 will lapse.
A table showing Poppy’s outstanding AIP awards is set out below:
| Grant Date | Number of Darktrace Shares subject to award |
|---|---|
| 21 September 2022 | 332,500 |
| 19 July 2023 | 381,954 |
| 1 August 2024 | 336,350 |
Other
Poppy will receive a contribution of £8,500 (plus VAT) towards legal fees incurred in connection with her departure. The Company will pay Poppy in lieu of nine months’ notice equating to £495,000.00.
Poppy will be entitled to any accrued but untaken holiday as at the Termination Date.
Other than the amounts disclosed above, Poppy will not be eligible for any remuneration payments after ceasing to be a director of Darktrace or payments for loss of office.
Alternative treatment
If the Scheme does not become effective prior to Poppy’s Termination Date of 5 December 2024:
- the FY24 Bonus will be subject to the terms of the Darktrace Directors’ Remuneration Policy;
- the 2022, 2023 and 2024 AIP awards would vest on the normal vesting dates in accordance with the rules of the AIP, subject to an assessment of applicable performance conditions and a time pro-rata reduction to reflect her termination during the performance period;
- Poppy will remain on garden leave for 12 months until 5 September 2025 and will not receive the payment in lieu of notice payment;
- Poppy will be subject to the Company’s post-employment shareholding requirement per the Directors’ Remuneration Policy.
Further information
As applicable, in accordance with section 430(4A)(b) of the Companies Act 2006, the information contained in this document will be made available on the Company’s website until the Directors’ Remuneration Report.