BenevolentAI

Director's Dealing • Aug 24, 2022

LONDON, 24 August 2022: BenevolentAI S.A. (AMS: BAI) announces that the following awards were made under the BenevolentAI S.A. 2022 Long Term Incentive Plan (the 'LTIP') to Persons Discharging Managerial Responsibility ("PDMR") of the Company.

Awards under the 2022 LTIP were made on 23 August 2022 and at a price of €7.20 per Ordinary Share (being the average price for the 30-day period prior to 27 July 2022, in accordance with the LTIP rules) as follows:

Notification of Transactions by Persons Discharging Managerial Responsibilities and Persons Closely Associated with them

Joanna Shields

Details of PDMR/person closely associated with them ('PCA')
a)	Name	Joanna Shields
b)	Position/status	Chief Executive Officer
c)	Initial notification/ amendment	Initial notification
2.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	BenevolentAI S.A.
b)	LEI	2221003P54KEDC3P4Z33
3.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transaction(s) has been conducted
a)	Description of the financial instrument	Ordinary shares ISIN: LU2355630455
b)	Nature of the transaction	The Company granted 67,452 Restricted Stock Units (RSUs) one-third vesting annually.	under the 2022 LTIP. The RSUs shall fully vest over a 3-year period, with
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		€7.20	67,452
d)	Aggregated information	N/A (single transaction)
	Aggregated volume Price
e)	Date of the transaction	23 August 2022

Details of PDMR/person closely associated with them ('PCA')
a)	Name	Joanna Shields
b)	Position/status	Chief Executive Officer
c)	Initial notification/ amendment	Initial notification
2.	auctioneer or auction monitor	Details of the issuer, emission allowance market participant, auction platform,
a)	Name	BenevolentAI S.A.
b)	LEI	2221003P54KEDC3P4Z33
3.	has been conducted		Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transaction(s)
a)	Description of the financial instrument	Ordinary shares ISIN: LU2355630455
b)	Nature of the transaction	the satisfaction of certain performance conditions.	The Company granted 179,872 Performance Stock Units (PSUs) under the 2022 LTIP. The PSUs shall vest after 3 years, subject to
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		€7.20	179,872
d)	Aggregated information	N/A (single transaction)
	Aggregated volume Price
e)	Date of the transaction	23 August 2022
f)	Place of the transaction	Outside of trading venue

Nicholas Keher

Details of PDMR/person closely associated with them ('PCA')
a)	Name	Nicholas Keher
b)	Position/status	Chief Financial Officer
c)	Initial notification/ amendment	Initial notification
2.	auctioneer or auction monitor	Details of the issuer, emission allowance market participant, auction platform,
a)	Name	BenevolentAI S.A.
b)	LEI	2221003P54KEDC3P4Z33
3.	has been conducted		Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transaction(s)
a)	Description of the financial instrument	Ordinary shares ISIN: LU2355630455
b)	Nature of the transaction	one-third vesting annually.	The Company granted 14,026 Restricted Stock Units (RSUs) under the 2022 LTIP. The RSUs shall fully vest over a 3-year period, with
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		€7.20	14,026
d)	Aggregated information	N/A (single transaction)
	Aggregated volume Price
e)	Date of the transaction	23 August 2022
f)	Place of the transaction	Outside of trading venue

Details of PDMR/person closely associated with them ('PCA')
a)	Name	Nicholas Keher
b)	Position/status	Chief Financial Officer

c)	Initial notification/ amendment	Initial notification
2.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	BenevolentAI S.A.
b)	LEI	2221003P54KEDC3P4Z33
3.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transaction(s) has been conducted
a)	Description of the financial instrument	Ordinary shares ISIN: LU2355630455
b)	Nature of the transaction	The Company granted 84,160 Performance Measured Units (PSUs) under the 2022 LTIP. The PSUs shall vest after 3 years, subject to the satisfaction of certain performance conditions.
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		€7.20	84,160
d)	Aggregated information	N/A (single transaction)
	Aggregated volume Price
e)	Date of the transaction	23 August 2022
f)	Place of the transaction	Outside of trading venue

Ivan Griffin

Details of PDMR/person closely associated with them ('PCA')
a)	Name	Ivan Griffin
b)	Position/status	Chief Operating Officer
c)	Initial notification/ amendment	Initial notification
2.	auctioneer or auction monitor	Details of the issuer, emission allowance market participant, auction platform,
a)	Name	BenevolentAI S.A.
b)	LEI	2221003P54KEDC3P4Z33
3.	has been conducted		Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transaction(s)
a)	Description of the financial instrument	Ordinary shares ISIN: LU2355630455
b)	Nature of the transaction	one-third vesting annually.	The Company granted 14,439 Restricted Stock Units (RSU's) under the 2022 LTIP. The RSUs shall fully vest over a 3-year period, with
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		€7.20	14,439
d)	Aggregated information	N/A (single transaction)
	Aggregated volume Price
e)	Date of the transaction	23 August 2022
f)	Place of the transaction	Outside trading venue

Details of PDMR/person closely associated with them ('PCA')
a)	Name	Ivan Griffin
b)	Position/status	Chief Operating Officer

c)	Initial notification/ amendment	Initial notification
2.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	BenevolentAI S.A.
b)	LEI	2221003P54KEDC3P4Z33
3.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transaction(s) has been conducted
a)	Description of the financial instrument	Ordinary shares ISIN: LU2355630455
b)	Nature of the transaction	The Company granted 86,635 Performance Measured Units (PSU's) under the 2022 LTIP. The PSUs shall vest after 3 years, subject to the satisfaction of certain performance conditions.
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		€7.20	86,635
d)	Aggregated information	N/A (single transaction)
	Aggregated volume Price
e)	Date of the transaction	23 August 2022
f)	Place of the transaction	London

Susan Liautaud

Details of PDMR/person closely associated with them ('PCA')
a)	Name	Susan Liautaud
b)	Position/status	Non-Executive Director
c)	Initial notification/ amendment	Initial notification
2.	auctioneer or auction monitor	Details of the issuer, emission allowance market participant, auction platform,
a)	Name	BenevolentAI S.A.
b)	LEI	2221003P54KEDC3P4Z33
3.	has been conducted	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transaction(s)
a)	Description of the financial instrument	Ordinary shares ISIN: LU2355630455
b)	Nature of the transaction	The Company granted 39,604 Restricted Stock Units (RSU's) under the 2022 LTIP. The RSUs shall fully vest over a 3-year period, with one-third vesting annually.
c)	Price(s) and volume(s)	Price(s) Volume(s)
		39,604 €7.20
d)	Aggregated information	N/A (single transaction)
	Aggregated volume Price
e)	Date of the transaction	23 August 2022
f)	Place of the transaction	Outside trading venue