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Director/PDMR Shareholding

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Stagecoach Group plc

Notification of Transactions of Directors/Persons Discharging Managerial Responsibility

Stagecoach Group plc 2013 Executive Participation Plan (the “EPP”) and Stagecoach Restricted Share Plan (the “RSP”)

Granting of EPP Deferred Share Awards for 2021

On 1 July 2021, each of the executive directors set out below was granted new Deferred Share awards under the EPP.

The EPP Deferred Share Awards are notional interests in Ordinary Shares of 125/228thp in the Company (“Deferred Shares”) together with an entitlement to an additional number of Deferred Shares equivalent to any dividends that would have been paid on the shares throughout the vesting period. The awards were made on 1 July 2021 and are subject to a restricted period of three years from the date of grant and the extent to which the awards vest will be subject to assessment of performance conditions on vesting.

The EPP Deferred Share Awards made were as follows:



Name of director

Number of Deferred Shares awarded

Martin Griffiths

516,199

Ross Paterson

344,159

Granting of RSP Awards for 2021

On 1 July 2021, each of the executive directors set out below was granted Conditional Awards under the RSP.

The RSP Awards are a conditional entitlement to Ordinary Shares of 125/228thp in the Company (“Shares”) together with an entitlement to an additional number of Shares equivalent to any dividends that would have been paid on the Shares throughout the vesting period. The awards were made on 1 July 2021 and are capable of vesting in three equal tranches, the normal vesting dates for which shall be the fourth, fifth and sixth anniversaries of the date of grant respectively.

The Shares will be subject to a holding period which will commence on the normal vesting date and end on the fifth anniversary of the date of grant.

The RSP Awards made were as follows:



Name of director

Number of Shares subject to Award

Martin Griffiths

595,615

Ross Paterson

397,107

The above transactions have been notified in accordance with the requirements of the EU Market Abuse Regulation.

The announcement on the granting of EPP Deferred Share Awards and RSP Awards, including the notifications below, are made in accordance with the requirements of the EU Market Abuse Regulation.

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Martin Griffiths

2

Reason for the notification

a)

Position/status

Chief Executive

b)

Initial notification/ Amendment

This is an initial notification

3

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

a)

Name

Stagecoach Group plc

b)

LEI

4L663LRNTBQ008OK2N07

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 125/228p
ISIN: GB00B6YTLS95

b)

Nature of the transaction

Award by Stagecoach Group plc, for nil consideration, of 516,199 Deferred Shares, being notional interests in Ordinary Shares of 125/228thp in the Company under the Stagecoach Group plc 2013 Executive Participation Plan. The Award made on 1 July 2021, is subject to a restricted period of three years from the date of grant and to conditions to be assessed on vesting.

c)

Price(s) and volume(s)

Price(s)

Volume(s)

Deferred Share award

Nil consideration

516,199

d)

Aggregated information
— Aggregated volume
— Price



Not Applicable

e)

Date of the transaction

2021-07-01

f)

Place of the transaction

Outside a trading venue


1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Ross Paterson

2

Reason for the notification

a)

Position/status

Finance Director

b)

Initial notification/ Amendment

This is an initial notification

3

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

a)

Name

Stagecoach Group plc

b)

LEI

4L663LRNTBQ008OK2N07

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 125/228p
ISIN: GB00B6YTLS95

b)

Nature of the transaction



Award by Stagecoach Group plc, for nil consideration, of 344,159 Deferred Shares, being notional interests in Ordinary Shares of 125/228thp in the Company under the Stagecoach Group plc 2013 Executive Participation Plan. The Award made on 1 July 2021, is subject to a restricted period of three years from the date of grant and to conditions to be assessed on vesting.

c)

Price(s) and volume(s)

Price(s)

Volume(s)

Deferred Share Award

Nil consideration

344,159

d)

Aggregated information
— Aggregated volume
— Price



Not Applicable

e)

Date of the transaction

2021-07-01

f)

Place of the transaction

Outside a trading venue


1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Martin Griffiths

2

Reason for the notification

a)

Position/status

Chief Executive

b)

Initial notification/ Amendment

This is an initial notification

3

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

a)

Name

Stagecoach Group plc

b)

LEI

4L663LRNTBQ008OK2N07

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 125/228p
ISIN: GB00B6YTLS95

b)

Nature of the transaction

Award by Stagecoach Group plc, for nil consideration, of Conditional Awards over 595,615 Shares, being conditional rights to receive Ordinary Shares of 125/228thp in the Company under the Stagecoach Restricted Share Plan, together with an entitlement to an additional number of Shares equivalent to any dividends that would have been paid on the Shares throughout the normal vesting period. The Award made on 1 July 2021, is capable of vesting in three equal tranches, the normal vesting dates for which shall be the fourth, fifth and sixth anniversaries of the date of grant respectively.

c)

Price(s) and volume(s)

Price(s)

Volume(s)

Conditional Share Awards

Nil consideration

595,615

d)

Aggregated information
— Aggregated volume
— Price



Not Applicable

e)

Date of the transaction

2021-07-01

f)

Place of the transaction

Outside a trading venue


1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Ross Paterson

2

Reason for the notification

a)

Position/status

Finance Director

b)

Initial notification/ Amendment

This is an initial notification

3

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

a)

Name

Stagecoach Group plc

b)

LEI

4L663LRNTBQ008OK2N07

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 125/228p
ISIN: GB00B6YTLS95

b)

Nature of the transaction



Award by Stagecoach Group plc, for nil consideration, of Conditional Awards over 397,107 Shares, being conditional rights to receive Ordinary Shares of 125/228thp in the Company under the Stagecoach Restricted Share Plan, together with an entitlement to an additional number of Shares equivalent to any dividends that would have been paid on the Shares throughout the normal vesting period. The Award made on 1 July 2021, is capable of vesting in three equal tranches, the normal vesting dates for which shall be the fourth, fifth and sixth anniversaries of the date of grant respectively.

c)

Price(s) and volume(s)

Price(s)

Volume(s)

Conditional Share Awards

Nil consideration

397,107

d)

Aggregated information
— Aggregated volume
— Price



Not Applicable

e)

Date of the transaction

2021-07-01

f)

Place of the transaction

Outside a trading venue

For further information, please contact:

Analysts
Martin Griffiths, Chief Executive 01738 442111
Ross Paterson, Finance Director 07714 667 897

Media
Steven Stewart, Director of Corporate Communications 07764 774 680

1 July 2021


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