Flybe Group Regulatory News (FLYB)

Flybe Group plc

NOTIFICATION OF TRANSACTIONS BY DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS

Notification made in accordance with Disclosure Rule 3.1.4R(1)(a) of the Disclosure and Transparency Rules

On 22 August 2014, Flybe Group plc ("Company") granted Philip de Klerk (a director of the Company) an award ("Award") under, and subject to the terms of, the Flybe Long Term Incentive Plan 2013 ("Plan").

In accordance with the rules of the Plan (the principal terms of which were fully described in the Company's Notice of Annual General Meeting dated 23 July 2014):

(a) 705,096 ordinary shares in the capital of the Company have been made notionally subject to the Award;

(b) the Award does not entitle Philip de Klerk to obtain any shares in the capital of the Company, but instead constitutes a conditional right for him to receive a cash payment, to be determined in accordance with the rules of the Plan, by reference to an increase in the market value of an ordinary share in the capital of the Company during the three year performance period applying to the Award (which commences on the date on which the Award was granted);

(c) the price by reference to which the increase in the market value of an ordinary share in the capital of the Company is to be measured ("Opening Price") is 1.2126 pence (being the average closing price for an ordinary share in the capital of the Company as derived from the Official List for the 3 months immediately preceding the date of grant of the Award);

(d) subject to the terms of the Plan, the amount of cash potentially payable pursuant to the Award will be determined by calculating the average closing price for an ordinary share in the capital of the Company as derived from the Official List for the 3 months immediately preceding the third anniversary of the date of grant of the Award ("Closing Price"), deducting the Opening Price therefrom and then multiplying the result by the number of ordinary shares notionally subject to the Award. However, in normal circumstances, the Closing Price is capped and cannot exceed four hundred per cent. of the Opening Price;

(e) the amount of cash potentially payable pursuant to the Award will be augmented to take account of any dividends that would have been paid by the Company on the ordinary shares notionally subject to the Award, had they been held by a shareholder during the period from the date of grant of the Award to the third anniversary of its grant;

(f) subject to the rules of the Plan, any amount of cash determined as being payable under the Award will be paid in three tranches:

· 50% of such amount (rounded down to the nearest pound) will be paid to Philip de Klerk within 30 days of the third anniversary of the date of grant of the Award;

· 25% of such amount (rounded down to the nearest pound) will be paid to Philip de Klerk within 30 days of the such date which falls 42 months after the date of grant of the Award; and

· 25% of such amount (rounded down to the nearest pound) will be paid to Philip de Klerk within 30 days of the such date which falls 48 months after the date of grant of the Award;

(g) the Award is subject to the following performance condition to be measured over the three year performance period described above. Payment pursuant to the Award will be subject to satisfaction of the condition that the value of an ordinary share in the capital of the Company as at the third anniversary of the date of the Award (measured by reference to the average closing price of a Share for the three months ending on such third anniversary) be 1.6126 pence or higher.

(h) no consideration was payable for the grant of the Award.

The Company was notified on 22 August 2014 by Philip de Klerk pursuant to Disclosure Rule 3.1.2R of the Disclosure and Transparency Rules of the matters set out above.

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