Cropper (J) Regulatory News (CRPR)

03 August 2015

James Cropper plc

(the "Company")

Directors' option interests

The Company provides the following update of the interest of the directors in options over ordinary shares of 25p each in the Company ("Options").

On 03 August 2015 the trustees of the James Cropper Employee Trust of James Cropper EBT Ltd advised the Company that they have approved grant awards to the following directors under the terms of The James Cropper Plc 2008 Long Term Incentive Plan (the "LTIP" or the "Plan"), as set out below.

The LTIP Options are subject to the achievement of pre-determined performance conditions and become exercisable at the end of a three year holding period from the date of the award. Further details are set out in the appendix below.

Appendix

The number of options that can be awarded to any participant in a financial year under the Plan, determined by reference to Company's 20 day average mid-market share price at the time of the award, is limited to a maximum of 50% of the participant's basic salary.

The LTIP awards are subject to the achievement of certain performance conditions, specific to each director, as set out below:

(i) Earnings per share conditions

- Awards will vest in full on the third anniversary of the Award provided the growth in the Company's earnings per share, adjusted for IFRS pension adjustments, between the preceding financial year end when the award was granted and the preceding financial year end when the grant is vested exceed the increase in retail price index plus 10% per annum;

- Awards will vest at 10% on the third anniversary of the Award if the growth in the Company's earnings per share, adjusted for IFRS pension adjustments, between the preceding financial year end when the award was granted and the preceding financial year end when the grant is vested exceed the increase in retail price index plus 2.5% per annum;

- Awards will vest proportionally between 10% and 100% on the third anniversary of the Award if the growth in the Company's earnings per share, adjusted for IFRS adjustments, between the preceding financial year end when the award was granted and the preceding financial year end when the grant is vested exceed the increase in retail price index by more than 2.5% but less than 10% per annum; and

- Awards will lapse on the third anniversary of the Award if the growth in the Company's earnings per share, adjusted for IFRS pension adjustments, between the preceding financial year end when the award was granted and the preceding financial year end when the grant is vested, does not exceed the increase in retail price plus 2.5% per annum.

(ii) EBITDA target conditions

- Awards will vest in full on the third anniversary of the Award if the third year EBITDA target as set out in the Company's 3 Year Business Plan approved in the year that the award was granted has been met or exceeded;

- Awards will vest at 30% on the third anniversary of the Award if at least 95% but less than 100% of the third year EBITDA target as set out in the Company's 3 Year Business Plan approved in the year that the award was granted has been met or exceeded;

- Awards will vest at 20% on the third anniversary of the Award if a least 90% but less than 95% of the EBITDA target as set out in the Company's 3 Year Business Plan approved in the year that the award was granted has been met or exceeded; and

- Awards will lapse on the third anniversary of the Award if less than 90% of the EBITDA target as set out in the Company's 3 Year Business Plan approved in the year that the award was granted has been achieved.