Auto Trader Regulatory News (AUTO)

9 July 2020

Auto Trader Group plc (the "Company", or "the Group")

Notification of Transactions by PDMRs

Grant of Awards under the Company's Performance Share Plan

As described in the 2020 Annual Report, and following consultation with investors, the Company will be operating a modified approach to remuneration for FY21 in light of the impact of COVID-19 on the business. As previously announced, the entire Board voluntarily offered to forego at least half of their salaries or Board fees from 1 April 2020 to 1 July 2020, and the Executive Directors also requested that their annual FY20 bonus be waived.

In addition, no annual bonus plan will operate for FY21 and the Executive Directors will be made an award under the Performance Share Plan ('PSP') of 250% of salary. The proposed award represents a reduction of c.30% for the CEO and c.10% for the CFO and COO compared to their previous aggregate incentive opportunity of 350% of salary (200% PSP and 150% annual bonus) for the CEO, and 280% of salary (150% PSP and 130% annual bonus) for the CFO and COO.

In line with this approach, on 8 July 2020 the following PDMRs were granted nil cost option awards over ordinary shares of £0.01 each under the Auto Trader Group plc PSP as noted below:

Subject to the terms of the PSP, the awards will ordinarily vest and become exercisable as from the third anniversary of the grant of the awards subject to the grantee's continued service and the extent to which the performance condition is met in respect of Total Shareholder Return ("TSR") relative to the FTSE350 (excluding investment trusts) over a measurement period comprising three financial years starting on 1 April 2020 and ending on 31 March 2023, as outlined in the 2020 Annual Report. No portion of the award will vest for performance which is below the index, 25% of the award will vest for performance equal to the index, and maximum vesting will require performance 25% ahead of the index. This vesting schedule is consistent with the approach used for PSP awards in 2015, 2016 and 2017.The use of TSR ensures that the vesting outcome remains aligned with the shareholder experience.

In line with best practice and shareholder expectations the Committee shall retain discretion to adjust the vesting outcome if it is not considered to be reflective of underlying financial or non-financial performance of the business or the performance of the individual over the performance period or where the outcome is not considered appropriate in the context of the experience of shareholders or other stakeholders.

Once exercisable, awards shall ordinarily remain exercisable until the eve of the tenth anniversary of the grant date of the awards. No consideration was paid for the grant of the awards and no consideration is due on the vesting and/or exercise of the awards. Dividend equivalents apply to the awards to the extent they vest.

The Company was notified of the above transactions on 8 July 2020. The transactions took place in the United Kingdom.

This notification is in accordance with the requirements of Article 19 (3) of the EU Market Abuse Regulation 596/2014. The notification of dealing forms can be found below.

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