Section 430(2B) Companies Act 2006 disclosure


Further to the announcement by Braemar Shipping Services Plc (the “Company“) on 18 July 2019 that James Kidwell would be stepping down from the Board of the Company and as required by section 430(2B) of the Companies Act 2006, details of the arrangements agreed with James Kidwell in this regard are set out below.

1. James Kidwell’s employment with the Company will terminate on 27 July 2019 (the “Termination Date”). Notice commenced on 17 July 2019 and James Kidwell will be paid £389,885 in lieu of his salary and pension cash allowance for the balance of his twelve months; notice period (which will be paid in two equal installments on 1 September 2019 and 1 December 2019). The private health cover will continue until 16 July 2020.

2. James Kidwell will receive a cash bonus of £70,000 for the 2019/2020 year (based on 20% of base salary and reflecting the successful completion of the AqualisBraemar transaction). 50% of the bonus will be paid on termination but the remaining 50% will be paid on a sliding scale, according to the number of warrants vesting in 2021 pursuant to the AqualisBraemar transaction, with £0 being paid if no warrants vest and £35,000 being paid if all warrants vest.

3. James Kidwell will be treated as a good leaver under the following plans as specified in the rules of the relevant plan:

a) He will be paid £25,000 as a cash payment in lieu of entitlements under the Long-Term Incentive Plan (“LTIP”). This means that the awards made in 2017, 2018 and 2019 will lapse; and

b) awards granted under the Deferred Bonus Plan (“DBP”): 21,186 awards granted under the 2018 DBP on 22 June 2018 shall vest on the Termination Date.

4. The Company will pay a maximum of £6,000 plus VAT towards the costs of James Kidwell’s legal fees incurred in connection with his cessation of employment.