GOG.L Regulatory News (GOG)

The Go-Ahead Group plc ("Go-Ahead")

Notification of Transactions of Directors/Persons Discharging Managerial Responsibilities

On 5 May 2022, share options were granted with a nil exercise price under The Go-Ahead Group Long Term Incentive Plan 2015 ("2021 RSP") to the following Person Discharging Managerial Responsibilities:

In line with the updated Remuneration Policy approved at the 2022 General Meeting, vesting of the 2021 RSP will be subject to achievement of the following financial and non-financial underpins measured over a three-year performance period, commencing with the start of the 2021/22 financial year and ending with the end of the 2023/24 financial year:

· Cash generation/net debt ratio - maintain a healthy level of cash generation, maintain a net debt/EBITDA ratio within the target range set by the Group's capital allocation policy and resume appropriate returns to shareholders;

· Colleague engagement - continue to progress the colleague engagement score as measured regularly through surveys and drive the diversity and inclusion agenda to increase the proportion of female and ethnically diverse colleagues at all levels in the organisation;

· Health and safety - maintain key safety metrics and avoid any major incident causing harm or reputational damage; and

· Climate change strategy - develop the business case for decarbonisation and progress towards net zero target.

There are no specific weightings for each of the underpins and the underpins are considered holistically. The Remuneration Committee will in its sole discretion determine the extent to which underpins have been met. There is no threshold or other level of performance that dictates a certain outcome. If at the end of the performance period the Remuneration Committee ("the Committee") determines that underpins have not been met then the Committee will consider whether it is appropriate to scale back the level of vesting. The Committee retains the discretion to determine what level of scale-back is appropriate. If an event occurs which results in the RSP performance conditions, underpins and/or targets being deemed no longer appropriate (e.g., a material acquisition or divestment), the Committee will have the ability to adjust appropriately the measures and/or targets and alter weightings, provided that the revised conditions or targets are not materially less difficult to satisfy.

The 2021 RSP was calculated based on the average closing mid-market price of a Go-Ahead share during the five working days immediately prior to the grant date in accordance with the LTIP Rules, this being £9.774. These shares, which are held by The Go-Ahead Group Employee Trust, must be held for a period of three years after grant. Once vested, these shares are also subject to an additional holding period that applies until the later of (i) the fifth anniversary of the grant date or (ii) the second anniversary of vesting. During this time, any vested awards may not be sold (other than to pay any tax and National Insurance contributions due on exercise). The terms of the 2021 RSP are subject to The Go-Ahead Group plc Malus and Clawback Policy which will be enforceable for the period from the grant date until three years from the vesting date.

As is normal practice, the Committee will ensure that any vesting is appropriate in the context of underlying financial performance and the experience of the Group's wider stakeholders. The Committee retains the ability to apply discretion when determining remuneration outcomes to ensure that the value of vesting is fully reflective of the performance delivered, outcomes are fair and to avoid any inappropriate windfall gains.

The attached notification is made in accordance with the requirements of the Market Abuse Regulation and provides further detail of the number of share options awarded under the 2021 RSP on 5 May 2022.

For further information please contact:

Carolyn Ferguson, Group Company Secretary - 0191 232 3123