Director/PDMR Shareholding

Details of the person discharging managerial responsibilities

a)

Name

Richard Howes

2

Reason for the notification

a)

Position/status

Chief Financial Officer designate

b)

Initial notification /Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Bunzl plc

b)

LEI

213800Q1Q9DV4L78UM09

4

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 transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 32 1/7 pence each

GB00B0744B38

b)

Nature of the transaction

Grant of three nil cost option awards under a share award agreement entered into in respect of terms agreed in relation to Richard Howes' recruitment and in recognition of forfeited Inchcape plc share-based awards.

The following normal vesting dates apply: (i) 26 May 2020 for award A; (ii) 10 April 2021 for award B and (iii) 11 April 2022 for award C.

Award A is subject to Inchcape plc EPS and ROCE performance conditions and performance period as set for awards granted by Inchcape plc on 26 May 2017 and 27 June 2017 under its executive plans. Award A cannot vest as to greater than one-half of its total award shares.

Awards B and C are subject to the same Bunzl plc EPS and TSR performance conditions and performance periods set for awards granted to senior exectuives on 9 April 2018 and 8 April 2019 respectively under Part B of the Bunzl Long Term Incentive Plan (2014).

Common terms: (i) risk of forfeiture (ii) two-year post vesting holding period (on a net of tax basis); (iii) malus and clawback provisions and (iv) limited to settlement with existing shares (not being treasury shares).

The share award agreement was entered into pursuant to Rule 9.4.2(2) of the FCA Listing Rules.

c)

Price(s) and volume(s)

d)

Aggregated information

- Aggregated volume

- Price

145,474 (maximum vesting capped at 125,705)

Nil

e)

Date of the transaction

2019-09-11

f)

Place of the transaction

Outside of a trading venue