Form 8 (OPD) Stagecoach Group plc

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Full name of discloser:	Stagecoach Group Plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Stagecoach Group Plc
(d) Is the discloser the offeror or the offeree?	Offeree
(e) Date position held: The latest practicable date prior to the disclosure	1 October 2021
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A”	No

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	N/A	-	N/A	-
(2) Cash-settled derivatives:	N/A	-	N/A	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	N/A	-	N/A	-
TOTAL:	N/A	-	N/A	-

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b) Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	N/A
Details, including nature of the rights concerned and relevant percentages:	N/A

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors’ and other employee options) of any person acting in concert with the party to the offer making the disclosure:

a) Interests of subsidiaries, associated companies and companies of which such companies are associated companies

N/A

b) Interests held by directors of the Offeree, their close relatives and the related trusts of any of them (excluding options set out below)

Name	Number of shares	Percentage of issued share capital (to three decimal places)
Sir Brian Souter (1)	137,833,712	25.021
Martin Griffiths (2)	686,279	0.125
Ross Paterson (3)	388,197	0.070
Ray O'Toole	18,000	0.003
Lynne Weedall	12,000	0.002
Karen Thomson	11,071	0.002
Gregor Alexander (4)	10,406	0.002

1. Includes interests held by Sir Brian Souter's close relatives (including Dame Ann Gloag) and his related trusts.

2. Includes interests held by Mr Griffiths' close relatives.

3. Includes interests held by Mr Paterson's close relatives.

4. Includes interests held by Mr Alexander's close relatives.
   

5. Options held by directors of the Offeree, their close relatives and the related trusts of any of them

Name	Plan/ award	Date of award	Number of shares	Exercise price (GBP£)	Vesting date
Martin Griffiths	Executive Participation Plan	27 June 2019	372,226	Nil	27 June 2022
	Executive Participation Plan	1 July 2021	516,199	Nil	1 July 2024
	Restricted Share Plan	10 December 2020	621,741	Nil	33.33% 10 December 2024 33.33% 10 December 2025 33.33% 10 December 2026
	Restricted Share Plan	1 July 2021	595,615	Nil	33.33% 1 July 2025 33.33% 1 July 2026 33.33% 1 July 2027
Ross Paterson	Executive Participation Plan	6 December 2018	121,766	Nil	6 December 2021
	Executive Participation Plan	27 June 2019	248,169	Nil	27 June 2022
	Executive Participation Plan	1 July 2021	344,159	Nil	1 July 2024
	Restricted Share Plan	10 December 2020	414,526	Nil	33.33% 10 December 2024 33.33% 10 December 2025 33.33% 10 December 2026
	Restricted Share Plan	1 July 2021	397,107	Nil	33.33% 1 July 2025 33.33% 1 July 2026 33.33% 1 July 2027

Mr Griffiths and Mr Paterson each hold an additional 9,042 ordinary shares through the Stagecoach Group plc ("Company") Buy As You Earn Scheme ("BAYE"). These are shares purchased out of salary and held by the BAYE trustee on behalf of the director. BAYE is a scheme enabling eligible employees to purchase shares ("partnership shares") from their gross income. The Company provides two matching shares for every share bought from the first £10 of each employee’s monthly investment, subject to a maximum Company contribution to the value of £20 per employee per month. If the shares are held in trust for five years or more, no income tax and national insurance will be payable. The matching shares will be forfeited if the corresponding partnership shares are removed from trust within three years of award. Share investments under the BAYE plan have been suspended since 6 April 2020.

d) Interests of pensions schemes of the Offeree and associated companies

N/A

e) Interests of connected advisers of the Offeree

N/A

f) Interests of other persons acting in concert with the Offeree

N/A

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

None.

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state “none”

None.

(c) Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	4 October 2021
Contact name:	Michael Vaux
Telephone number:	01738 442111

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.