Director/PDMR Shareholding

National Express Group PLC

15 April 2019

NATIONAL EXPRESS GROUP PLC

 ("Company")

Notification of transactions by Persons Discharging Managerial Responsibilities ("PDMRs")

The Company provides notification of the following transactions effected on the 12 and 15 April 2019 relating to the three below named PDMRs and their respective interests in the ordinary shares of nominal value 5 pence each in the capital of the Company ("Shares") (ISIN: GB0006215205).

The transactions arise in respect of:

(i)   the 95.75% deferred1 vesting on 12 April 2019 of a five-year performance conditioned nil cost option award over certain Shares granted on 9 April 2014 to Dean Finch under the Company's Long-Term Incentive Plan 2005 ("2014 LTIP Option");

(ii)  the 96.28% deferred1 vesting on 12 April 2019 of a three-year performance conditioned nil cost option award over certain Shares granted on 6 April 2016 to each of Dean Finch and Matt Ashley under the Company's Long-Term Incentive Plan 2015 ("2016 LTIP Option"); and

(iii) the annual award to each of Dean Finch, Chris Davies and Matt Ashley of a three-year performance conditioned nil-cost option over a certain number of Shares pursuant to the Company's current Directors' Remuneration Policy and subject to the rules of the Company's Long-Term Incentive Plan 2015 ("2019 LTIP Award" or "Award").

1 The vesting of both Mr Finch's 2014 LTIP Option and each of Messrs. Finch's and Ashley's 2016 LTIP Option was deferred, in accordance with the relevant LTIP rules, from the original vesting dates of 9 and 6 April 2019 respectively, as on such dates and until 12 April 2019 the Company had declared an ad hoc prohibited dealing period in Shares for persons in possession of Inside Information relating to the Company's then proposed acquisition of a 60% equity interest in WeDriveU Holdings, Inc., completion of which was announced to the market on 12 April 2019.   

The individual PDMR transaction details are set out in the table below:

1 Vested Shares under the 2014 LTIP Option have a one-year exercise period but are not subject to a compulsory holding period or malus and clawback, and do not attract any accrued dividend equivalent entitlement.

2 Vested Shares under the 2016 LTIP Option have both a two-year exercise and a two-year compulsory holding period which run concurrently. Malus and clawback also apply to such vested Shares for two years form the date of vesting, including post termination of employment. Vested shares qualify for an accrued dividend entitlement from the Company as do any unexercised vested Shares held during the holding period. Any residual Shares held beneficially post-exercise of a vested option must be retained for the remainder of the holding period.

3 The conversion of the 2019 LTIP Award value (being a percentage of salary as shown) into the number of Shares over which it was granted is based on the closing middle market quotation of a Share on 12 April 2019 (being the business trading day immediately preceding the date of grant) of 414.00 pence per Share. The Award shown is over the maximum number of Shares which can vest.

4 The beneficial interests in Shares represent those held by the PDMR and their connected persons. 

5 The other interests held in Shares are those outstanding under the Company's Executive Deferred Bonus Plan and the LTIP.

The performance condition targets which attached to the 2014 LTIP Option award were set at the time of its grant and related to the five-year financial period ended 31 December 2019. These targets, and the Company's performance against them, are shown below (and appear in full in the Company's 2018 Annual Report) and determined the 95.75% level of Shares vesting:

The performance condition targets which attached to the 2016 LTIP Option awards were set at the time of grant and related to the three-year financial period ended 31 December 2018. These targets, and the Company's performance against them, are shown below (and appear in full in the Company's 2018 Annual Report) and determined the 96.28% level of Shares vesting:

The 2019 LTIP Awards will normally vest on the third anniversary of grant with the actual number of Shares vesting at that time to be determined based on the Company's achievement against various stretching performance targets measured over the three-year financial period ending 31 December 2021 and the Remuneration Committee not exercising its discretion in respect of any significant negative safety event occurring during the vesting period as described in the Directors' Remuneration Policy (which is set out in full in the Directors' Remuneration Report to the Company's Annual Report 2017, available at www.nationalexpressgroup.com). The performance targets (which are set out in full in the Directors' Remuneration Report to the Company's Annual Report 2018, available at www.nationalexpressgroup.com) relate to Earnings Per Share, Return On Capital Employed and, split equally between a comparison against the FTSE 250 and a bespoke index, Total Shareholder Return. Each target is weighted as to one-third of each Award. There is no ability to retest any of the performance conditions. Additionally, each Award is subject to a two-year malus and clawback and compulsory holding period from the date of vesting (including post cessation of employment), the latter of which runs in parallel with a two-year exercise period. An accrued dividend equivalent entitlement arises during the vesting period on any vested Shares and, similarly, on any vested unexercised Shares held during the compulsory holding period.

The Company can confirm that each of the PDMRs has complied with their individual obligation to notify the Financial Conduct Authority in respect of their above transactions as required under the EU Market Abuse Regulation.

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National Express contact and telephone number for enquiries:

Jennifer Myram, Company Secretary

++44 (0) 207 805 3807

Notes:

Legal Entity Identifier: 213800A8IQEMY8PA5X34

Classification: 3.1 (with reference to DTR6 Annex 1R)