Avon Protection Regulatory News (AVON)

29 November 2013

Avon Rubber p.l.c. ("the Company")

Directors' and PDMRs' Interest in Shares

As disclosed in the 2013 annual report, awards representing 100% of the maximum possible award under the Avon Rubber p.l.c. Performance Share Plan 2010, were granted to Executive Directors, persons discharging managerial responsibilities ('PDMRs') and other employees (together 'Participants') on 1 December 2010 ('the 2010 Awards'). The Awards were made subject to a performance condition based on the Company's Total Shareholder Return ('TSR') relative to the TSR of a comparator group, to be measured over a 3 year performance period which commenced on 1 October 2010 and ended on 30 September 2013. The Company's TSR performance by reference to the comparator group was measured over the 5 days following the announcement of the Company's annual results for the year ended 30 September 2013. The Remuneration Committee confirmed on 28 November 2013 that the Awards vested in full.

The Company has received valid notices from the Participants in respect of the 2010 Awards. As a result, UK Participants have, pursuant to the terms of the relevant joint ownership awards, sold their vested interests over all jointly owned shares in the market and exercised their nil cost options to acquire whole shares in the Company (all tax and National Insurance liabilities associated with the vesting of the 2010 Awards have been met out of the sale proceeds due to the UK Participants). US Participants have acquired whole shares pursuant to their 2010 Awards and sold a number of shares to meet tax and social security liabilities. A number of sales of the whole shares by Participants and their connected persons were also carried out for personal reasons.

Following these transactions, in accordance with the shareholding guidelines referred to in the annual report, both the Executive Directors have a retained shareholding equivalent to at least one and a half times base salary.

The table below sets out the total number of shares over which the 2010 Awards were made to the Executive Directors and PDMRs, total disposals, the net increase in the shares owned by the relevant individuals and their total shareholdings following these transactions (details in respect of connected persons are set out in the notes):

*Each executive held an interest in the number of shares shown in the above table which was sold, on 29 November, following the vesting of the 2010 Awards. The proceeds due to the executives on sale of the jointly owned shares were determined by the 2010 Joint Ownership Agreements as £3.52 per share.

** Some of the whole shares disposed were sold from pre-existing holdings by spouses and, in the case of Peter Slabbert, his son. Specifically, Desiree Slabbert sold 3,800 shares, Simon Slabbert sold 4,200 shares, Karen Lewis sold 4,200 shares and Emma Ingrey-Counter sold 4,200 shares.

**\* This excludes interests held under unvested joint ownership awards. The total shareholding number includes shares held by connected persons. In respect of Peter Slabbert, the total share number is constituted by 44,806 shares held by Peter Slabbert, 141,821 shares held by Desiree Slabbert and 15,800 shares held by Simon Slabbert. In the case of Andrew Lewis, the total share number is constituted by 25,092 shares held by Andrew Lewis and 95,800 shares held by Karen Lewis. In the case of Miles Ingrey-Counter, the total share number is constituted by 10,324 shares held by Miles Ingrey-Counter and 29,716 shares held by Emma Ingrey-Counter. In the case of Paul McDonald, the total share number is constituted by 18,437 shares held by Paul McDonald and 20,437 shares held by Deborah McDonald. John Kime's shareholding is in his own name.

Other employees accounted for total awards of 166,773 shares. Other UK participants sold their jointly owned interests in 76,321 shares and acquired nil cost options over 28,774 whole shares, of which 6,237 were sold for personal reasons. Other US participants acquired 90,452 whole shares of which 67,379 were sold to pay tax and for personal reasons.

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