Director/PDMR Shareholding

Stagecoach Group PLC

Stagecoach Group plc (“Stagecoach” or the “Company”)

Notification of Transactions of Directors/Persons Discharging Managerial Responsibility

Vesting of awards under the Stagecoach 2013 Executive Participation Plan (the “EPP”) and Stagecoach Restricted Share Plan (the “RSP”)
Acceptance of recommended all cash offer made by Inframobility UK Bidco Limited (“Bidco” or “the Offeror”)

On 9 March 2022, the board of directors of Bidco announced that they had reached agreement on the terms of a recommended all cash offer to be made by Bidco to acquire the entire issued and to be issued ordinary share capital of Stagecoach (the “Offer”). On 20 May 2022, Bidco announced that the Offer had become unconditional in all respects (the “Unconditional Announcement”).

Certain awards made under the EPP and RSP vest if a person obtains control of the Company as a result of a general offer to acquire the capital of the Company, which becomes unconditional. Following the Unconditional Announcement, these awards have vested.

The Stagecoach Directors who hold shares in the Company gave irrevocable undertakings in favour of an earlier proposed all-share combination with National Express Group plc. However, now that the proposal from National Express Group plc has lapsed, those undertakings cease to have any effect and the Directors have submitted Offer acceptances in respect of the shares transferred to them following the vesting of awards under the EPP and the RSP referred to above, in respect of shares held under the HM Revenue and Customs tax-advantaged Stagecoach Group plc 2011 Share Incentive Plan (“BAYE Scheme”) and have submitted, or will shortly submit, Offer acceptances in respect of shares already held.

Vesting of EPP awards

EPP Deferred Share Awards are conditional awards over Ordinary Shares of 125/228^thp 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. Awards made to the following Directors and for the following numbers of Deferred Share Awards accordingly vested on 23 May 2022 pursuant to which an equivalent number of Ordinary Shares of 125/228^thp (“Ordinary Shares”) were transferred to each of the below Directors. Each Director has accepted the Offer in respect of the Ordinary Shares transferred to him. The Offer consideration for the shares to be transferred will be paid to him by the Offeror, with such amounts being subject to taxes deducted through payroll.

Name of director	Role	Number of Deferred Shares vesting
Martin Griffiths	Chief Executive	888,425
Ross Paterson	Finance Director	592,328

Vesting of RSP awards

RSP Awards are a conditional entitlement to Ordinary Shares together with an entitlement to an additional number of Ordinary Shares equivalent to any dividends that would have been paid on the Ordinary Shares throughout the vesting period of the RSP Awards. RSP Awards vest in an amount pro rata to the proportion of the elapsed vesting period up to the date on which a person obtains control of the Company as a result of a general offer to acquire the Ordinary Shares. RSP Awards made to the following Directors and for the following numbers of Ordinary Shares accordingly vested on 23 May 2022 and a number of Ordinary Shares were transferred to each of the Directors as indicated in the table below. Each Director has accepted the Offer in respect of the Ordinary Shares transferred to him. The Offer consideration for the shares to be transferred will be paid to him by the Offeror, with such amounts being subject to taxes deducted through payroll.

Name of director	Role	Number of RSP Awards/ Ordinary Shares vesting
Martin Griffiths	Chief Executive	294,405
Ross Paterson	Finance Director	196,285

Ordinary Shares held under the BAYE Scheme

The BAYE Scheme allows the purchase of Ordinary Shares to be held as "Partnership Shares" by, and provides for the award of "Matching Shares" and "Dividend Shares" to, executive directors and employees of Stagecoach (“BAYE Shares”). Following the Unconditional Announcement, each of the following Directors has elected that the BAYE Scheme trustee should accept the Offer in respect of the BAYE Shares held by him, following which the Offer consideration for the shares will be transferred to him.

Name of director	Role	Number of BAYE Shares to be transferred
Martin Griffiths	Chief Executive	9,042
Ross Paterson	Finance Director	9,042

Acceptance of Offer in respect of shares currently held

The following Directors and their connected persons have accepted the Offer, or will shortly accept the Offer, and will be paid the Offer consideration in respect of the number of Ordinary Shares set out below currently held by them:

Name of Director	Role	Shares held
Ray O’Toole	Chairman	18,000
Martin Griffiths	Chief Executive	684,387
Ross Paterson	Finance Director	450,555
Gregor Alexander	Senior Independent Director	10,406
Sir Brian Souter	Non-Executive Director	80,167,713
Karen Thomson	Non-Executive Director	11,071
Lynne Weedall	Non-Executive Director	12,000

The information set out below is provided in accordance with the requirements of the Market Abuse Regulation 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018.

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			Receipt, for nil consideration, of 888,425 Ordinary shares on the vesting of Deferred Share awards under the Stagecoach Group plc 2013 Executive Participation Plan.
c)	Price(s) and volume(s)			Price(s)	Volume(s)
Deferred Shares received				Nil consideration	888,425
d)		Aggregated information — Aggregated volume — Price		Not Applicable
e)		Date of the transaction		23 May 2022
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			Acceptance of recommended all cash offer by Inframobility UK Bidco Limited for shares allotted under vesting of Executive Participation Plan Deferred Award
c)	Price(s) and volume(s)			Price(s)	Volume(s)
Deferred Shares sold				105p	888,425
d)		Aggregated information — Aggregated volume — Price		888,425 105p
e)		Date of the transaction		23 May 2022
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			Receipt, for nil consideration, of 592,328 Ordinary shares on the vesting of Deferred Share awards under the Stagecoach Group plc 2013 Executive Participation Plan.
c)	Price(s) and volume(s)			Price(s)	Volume(s)
Deferred Shares received				Nil consideration	592,328
d)		Aggregated information — Aggregated volume — Price		Not Applicable
e)		Date of the transaction		23 May 2022
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			Acceptance of recommended all cash offer by Inframobility UK Bidco Limited for shares allotted under vesting of Executive Participation Plan Deferred Award
c)	Price(s) and volume(s)			Price(s)	Volume(s)
Deferred Shares sold				105p	592,328
d)		Aggregated information — Aggregated volume — Price		592,328 105p
e)		Date of the transaction		23 May 2022
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			Receipt, for nil consideration, of 294,405 Ordinary shares on the vesting of awards under the Restricted Share Plan.
c)	Price(s) and volume(s)			Price(s)	Volume(s)
Shares received				Nil consideration	294,405
d)		Aggregated information — Aggregated volume — Price		Not Applicable
e)		Date of the transaction		23 May 2022
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			Acceptance of recommended all cash offer by Inframobility UK Bidco Limited for shares allotted under vesting of Restricted Share Plan
c)	Price(s) and volume(s)			Price(s)	Volume(s)
Shares transferred to Director sold under offer				105p	294,405
d)		Aggregated information — Aggregated volume — Price		294,405 105p
e)		Date of the transaction		23 May 2022
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			Receipt, for nil consideration, of 196,285 Ordinary shares on the vesting of awards under the Restricted Share Plan.
c)	Price(s) and volume(s)			Price(s)	Volume(s)
Shares received				Nil consideration	196,285
d)		Aggregated information — Aggregated volume — Price		Not Applicable
e)		Date of the transaction		23 May 2022
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			Acceptance of recommended all cash offer by Inframobility UK Bidco Limited for shares allotted under vesting of Restricted Share Plan
c)	Price(s) and volume(s)			Price(s)	Volume(s)
Shares transferred to Director sold under offer				105p	196,285
d)		Aggregated information — Aggregated volume — Price		196,285 105p
e)		Date of the transaction		23 May 2022
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			Acceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of shares held under the Stagecoach 2011 Share Incentive Plan
c)	Price(s) and volume(s)			Price(s)	Volume(s)
Shares sold				105p	9,042
d)		Aggregated information — Aggregated volume — Price		9,042 105p
e)		Date of the transaction		23 May 2022
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			Acceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of shares held under the Stagecoach 2011 Share Incentive Plan
c)	Price(s) and volume(s)			Price(s)	Volume(s)
Shares sold				105p	9,042
d)		Aggregated information — Aggregated volume — Price		9,042 105p
e)		Date of the transaction		23 May 2022
f)		Place of the transaction		Outside a trading venue

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name		Ray O’Toole
2	Reason for the notification
a)	Position/status		Chairman
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			Acceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of ordinary shares held
c)	Price(s) and volume(s)			Price(s)	Volume(s)
Shares sold				105p	18,000
d)		Aggregated information — Aggregated volume — Price		18,000 105p
e)		Date of the transaction		23 May 2022
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			Acceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of ordinary shares held
c)	Price(s) and volume(s)			Price(s)	Volume(s)
Shares sold				105p	684,387
d)		Aggregated information — Aggregated volume — Price		684,387 105p
e)		Date of the transaction		23 May 2022
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			Acceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of ordinary shares held
c)	Price(s) and volume(s)			Price(s)	Volume(s)
Shares sold				105p	450,555
d)		Aggregated information — Aggregated volume — Price		450,555 105p
e)		Date of the transaction		23 May 2022
f)		Place of the transaction		Outside a trading venue

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name		Sir Brian Souter
2	Reason for the notification
a)	Position/status		Non-Executive 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			Acceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of ordinary shares held on trust on behalf of children
c)	Price(s) and volume(s)			Price(s)	Volume(s)
Shares sold				105p	404
d)		Aggregated information — Aggregated volume — Price		404 105p
e)		Date of the transaction		23 May 2022
f)		Place of the transaction		Outside a trading venue

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name		Karen Thomson
2	Reason for the notification
a)	Position/status		Non-Executive 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			Acceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of ordinary shares held
c)	Price(s) and volume(s)			Price(s)	Volume(s)
Shares sold				105p	11,071
d)		Aggregated information — Aggregated volume — Price		11,071 105p
e)		Date of the transaction		25 May 2022
f)		Place of the transaction		Outside a trading venue

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name		Lynne Weedall
2	Reason for the notification
a)	Position/status		Non-Executive 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			Acceptance of recommended all cash offer from Inframobility UK Bidco Limited in respect of ordinary shares held
c)	Price(s) and volume(s)			Price(s)	Volume(s)
Shares sold				105p	12,000
d)		Aggregated information — Aggregated volume — Price		12,000 105p
e)		Date of the transaction		25 May 2022
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

25 May 2022