Notification of Director's Interests in Shares: Karen Hayzen-Smith Granted Restricted Share Award by James Fisher and Sons plc

On December 19, 2023, Karen Hayzen-Smith, Chief Financial Officer of James Fisher and Sons plc, was granted an award of 62,358 ordinary shares under the James Fisher and Sons 2021 Long Term Incentive Plan. The award is structured as a restricted share award and was granted to replace certain interests held by Karen in connection with her former role. No consideration was paid for the grant of the award.

The award will normally vest on December 19, 2026, subject to the satisfaction of performance conditions set by the Remuneration Committee of the Company. The performance conditions are consistent with those attaching to the 2023 LTIP award granted to other eligible participants in June 2023. The award is subject to three performance conditions.

The first condition is based on the Company's earnings per share (EPS) performance over three financial years, starting from the year in which the award is granted. If the Company's EPS for the 2025 financial year is less than 50 pence, none of this element of the award will vest. If the EPS is 50 pence, 25% of this element will vest, rising on a straight-line sliding scale to 100% vesting if the EPS is at least 62 pence.

The second condition is based on the Company's total shareholder return (TSR) compared to a comparator group comprising the constituents of the FTSE 250 Index (excluding investment trusts) at the start of the TSR performance period. TSR will be measured over three years starting on April 6, 2023. If the Company's relative TSR over this period is below the median TSR of the comparator group, none of this element of the award will vest. If the TSR is in line with the median TSR, 25% of this element will vest, rising on a straight-line sliding scale to 100% vesting if the TSR is at least upper quartile.

The third condition is based on the Company's return on capital employed (ROCE) performance over three financial years, starting from the year in which the award is granted. If the Company's ROCE for the 2025 financial year is less than 10%, none of this element of the award will vest. If the ROCE is 10%, 25% of this element will vest, rising on a straight-line sliding scale to 100% vesting if the ROCE is at least 13%.

The Remuneration Committee has the discretion to adjust the awards at vesting to consider all relevant factors, including windfall gains. The notification of the director's interests in shares is made in accordance with the requirements of the Market Abuse Regulations.