Director/PDMR Shareholding & Issue of Equity

8 July 2009

                        Quadnetics Group plc
                   ("Quadnetics" or the "Company")

  Allotment of Shares to new Group Executive Shared Ownership Plan


Quadnetics Group plc, a leader in the design, integration and control
of advanced CCTV and networked video surveillance systems,  announces
that it has instituted  a new Group  Executive Shared Ownership  Plan
("the ExSOP") to replace its  existing executive long term  incentive
plan ("the existing  LTIP"), and  has allotted  462,310 new  Ordinary
Shares of 20p ("the New Shares") to the corporate trustee of the  new
plan.

In line with the appointment of a new Chief Executive, and the  Group
re-organisation announced on 16 June 2009, the objective of the ExSOP
is to  create  incentives  for  the  top  40-50  senior  managers  of
Quadnetics which  will  provide meaningful  rewards  for  exceptional
performance over  the next  three  to five  years in  delivering  the
Company's goals.

Under the provisions of  the ExSOP, shares  ("the ExSOP Shares")  are
jointly owned by nominated senior employees and by a recently  formed
employees' share trust, on terms,  similar to a share option  scheme,
whereby the value of appreciation in the Company's share price over a
minimum three year period accrues to the relevant employee,  provided
the Company meets certain performance thresholds. In summary, none of
the awarded ExSOP shares will vest unless the total return (dividends
plus share price appreciation) on Company's shares is better than the
performance of the  FTSE AIM All  Share Total Return  Index over  the
three-year period  from award.  The  shares will  vest fully  if  the
Company's performance beats  the index by  more than five  percentage
points over that period, with pro rata vesting for out performance up
to five percent.  The performance thresholds  are identical to  those
under the existing LTIP.

The New Shares  were allotted  at £1.475 each,  being the  mid-market
price of  the  Company's Ordinary  Shares  immediately prior  to  the
allotment. The substantial majority  of the funding for  subscription
for the New Shares was provided by a loan facility to the share trust
by the Company.  It is  intended that  this loan  will ultimately  be
repaid following a sale  of the ExSOP Shares  in the market once  the
three-year qualification requirements  and performance criteria  have
been met. Full details of the ExSOP will be set out in the  Company's
Annual Report for the year ended 31 May 2009 to be issued in October.

In addition the corporate  trustee of the new  plan has acquired  1.4
million Shares held  in the existing  LTIP at a  price of £1.475  per
share, again financed by the loan facility provided by the Company.

As a result  of the allotment  of the New  Shares referred to  above,
together with the purchase  of Shares held in  the existing LTIP  the
following directors have acquired an interest in the following number
of shares:


+-------------------------------------------------------------------+
|           |                       |         |           |    % of |
|           |                       |  No. of | Resultant |  issued |
|           |                       |  Shares |     total |   share |
| Director  | Position              | awarded |  interest | capital |
|-----------+-----------------------+---------+-----------+---------|
| John      | Chief Executive       | 370,338 |   370,338 |   2.13% |
| Shepherd  |                       |         |           |         |
|-----------+-----------------------+---------+-----------+---------|
| Russ      | Strategic Development | 250,000 |   589,800 |   3.40% |
| Singleton | Director              |         |           |         |
|-----------+-----------------------+---------+-----------+---------|
| Nigel     | Finance Director      | 200,000 |   213,000 |   1.23% |
| Poultney  |                       |         |           |         |
+-------------------------------------------------------------------+


In order  that the  existing LTIP  can be  closed and  wound up,  the
Company's Remuneration Committee has in addition authorised the issue
of 93,243 ExSOP shares to  David Coghlan, Chairman of Quadnetics,  in
exchange for him surrendering 120,000 shares under the existing  LTIP
that will vest on 12 July 2009 (the applicable performance conditions
having been met  in full).  As a  result, the  total shareholding  in
which Mr Coghlan  has an  interest has reduced  to 2,084,118  shares,
representing 12.00% of the issued share capital. This interest  under
the existing LTIP was exceptionally granted to Mr Coghlan in 2006  in
recognition  of  an   extended  period  of   executive  activity   in
evaluating, negotiating and concluding three acquisitions made by the
Company in  2004 and  2005. Although  Mr Coghlan's  shares under  the
existing  LTIP  have  already  effectively  vested,  his  replacement
interest under  the ExSOP  will only  vest if  the ExSOP  performance
conditions described above are met over the coming three years.

Application will be made for the 462,310 New Shares to be admitted to
AIM and it is expected that  admission will occur on Tuesday 14  July
2009.


Enquiries:

Peter Rae                              Tel: [phone]
Senior Independent Non-Executive Director

David Coghlan                       Tel: [phone]
Chairman
[e-mail]


Neil Baldwin
Brewin Dolphin                      Tel: [phone]
[e-mail]

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