28th April 2016

Remuneration Arrangements – Sir Hossein Yassaie

The following information is provided in accordance with section 430(2B) of the Companies Act 2006.

Sir Hossein Yassaie resigned from the board of Imagination Technologies Group plc (the “Company“) on 7 February 2016 providing six months’ notice. Sir Hossein stepped down from the Board immediately and began a period of garden leave. Sir Hossein’s employment with the Company terminated on 26 April 2016. No payments for loss of office were paid in respect of Sir Hossein ceasing to be a director of the Company. The following arrangements apply in respect of Sir Hossein’s employment:

  1. During the period of garden leave from 7 February 2016 to 26 April 2016, Sir Hossein remained an employee of the Company and continued to receive his base salary, pension contributions and benefits, details of which are set out in the Company’s 2015 Remuneration Report.  He was not (and will not be) paid any annual bonus for the year ending 30 April 2016.

  3. Following the termination of his employment Sir Hossein will be paid his base salary in lieu of notice for the unexpired period of his notice for the period from 27 April to 7 August 2016 (£130,577.20 less deductions for legal fees and monies owed to the Company) and 50% of his accrued annual leave balance of 145 days (having accrued from previous years in accordance with the scheme in operation at the Company) as satisfying his entitlements in this respect (£129,029 less deductions).

  5. Sir Hossein’s nil cost share options over 1,366,378 ordinary shares (which were granted under the Imagination Technologies Group plc 2013 Long Term Incentive Plan on 23 September 2013 in respect of 305,444 shares, 24 October 2014 in respect of 546,223 shares and 30 October 2015 in respect of 514,711) will lapse in full.

  7. During his period of garden leave Sir Hossein exercised his share award over 1,028,000 ordinary shares, which had already vested by 22 December 2012 (in respect of 750,000 shares) and by 22 December 2013 (in respect of 278,000 shares) and which did not require any discretion to be exercised by the Company in relation to such exercise.

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