Avon Protection Regulatory News (AVON)

1 December 2014

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

Directors' and PDMRs' Interest in Shares

On the 28 November 2014, pursuant to the Company's deferred bonus arrangement, a portion of the annual bonus payments due to the Executive Directors and certain PDMRs in respect of the 2013/14 financial year were deferred into Company shares. 25% of the annual bonus linked to financial targets, as distinct from personal performance targets, was subjected to tax and national insurance/social security and the net amount was used to purchase Company shares. The shares are to be held for two years and are not subject to the Company's shareholding guidelines. The table below sets out the number of deferred bonus shares for each Executive Director and PDMR. This is the first time this arrangement has been implemented under the Remuneration Policy approved by shareholders in February 2014.

In addition, as disclosed in the 2014 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 2011 ('the 2011 Awards').

The Awards were made subject to performance conditions based on the Company's Total Shareholder Return ('TSR') and Earnings Per Share ('EPS'), to be measured over a 3 year performance period which commenced on 1 October 2011 and ended on 30 September 2014. 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 2014. The Company's EPS performance was measured by reference to the EPS in the 2014 year end results.

The Remuneration Committee confirmed on 28 November 2014 that 96% of the Awards vested.

The Company received valid notices from the Participants in respect of the 2011 Awards. As a result, on 28 November 2014, the UK Participants, 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 2011 Awards have been met out of the sale proceeds due to the UK Participants). US Participants have acquired whole shares pursuant to their 2011 Awards and sold a number of shares to meet tax and social security liabilities. A number of sales 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 two times base salary.

The table below sets out the total number of shares over which the 2011 Awards were made to the Executive Directors and PDMRs, total disposals, the net increase or decrease 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):

*96% of the total number of the 2011 Awards. Each executive held an interest in the number of shares shown in the above table which was sold, on 28 November, following the vesting of the 2011 Awards. The proceeds due to the executives on sale of the jointly owned shares were determined by the 2011 Joint Ownership Agreements as £3.72 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 53,000 shares, Simon Slabbert sold 12,000 shares, Karen Lewis sold 40,000 shares and Emma Ingrey-Counter sold 3,000 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 27,069 shares held by Peter Slabbert, 102,621 shares held by Desiree Slabbert and 8,000 shares held by Simon Slabbert. In the case of Andrew Lewis, the total share number is constituted by 804 shares held by Andrew Lewis and 80,351 shares held by Karen Lewis. In the case of Miles Ingrey-Counter, the total share number is constituted by 3,804 shares held by Miles Ingrey-Counter and 36,499 shares held by Emma Ingrey-Counter. In the case of Paul McDonald, the total share number is constituted by 28,607 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 vested awards of 125,809 shares. Other UK participants sold their jointly owned interests in 50,477 shares and acquired nil cost options over 23,765 whole shares, of which 8,529 were sold for personal reasons. Other US participants acquired 75,332 whole shares of which 48,441 were sold to pay tax and for personal reasons.

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