Pearson Regulatory News (PSON)

1.

KEY INFORMATION

 (a) Full name of discloser:

BNP Paribas SA

 (b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

 (c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

Pearson plc

 (d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:

 (e) Date position held/dealing undertaken:

For an opening position disclosure, state the latest practicable date prior to the disclosure

17/03/2022

 (f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state "N/A"

No:

2.

POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)

Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security:

25p ordinary (GB0006776081)

Interests

Short Positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

7,971,388

1.05

-5,271,487

-.70

(2) Cash-settled derivatives:

350,898

.05

-2,914,528

-.38

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

TOTAL:

8,322,286

1.10

-8,186,015

-1.08

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

(b)

Rights to subscribe for new securities (including directors'' and other employee options)

Class of relevant security in relation to which subscription right exists:

Details, including nature of the rights concerned and relevant percentages:

3.

DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a)

Purchases and sales

Class of relevant

security

Purchase/sale

Number of

securities

Price per unit

GB0006776081

Sale

-528

8.1020 GBP

GB0006776081

Sale

-220

8.1020 GBP

GB0006776081

Purchase

779

8.1020 GBP

GB0006776081

Sale

-4,254

8.1020 GBP

GB0006776081

Purchase

1,113

8.1020 GBP

GB0006776081

Sale

-12

8.1020 GBP

GB0006776081

Purchase

75,296

8.1020 GBP

GB0006776081

Purchase

158

8.1020 GBP

GB0006776081

Sale

-9,310

8.1020 GBP

GB0006776081

Sale

-47,691

8.1020 GBP

GB0006776081

Purchase

1,626

8.1020 GBP

GB0006776081

Purchase

21

8.1020 GBP

GB0006776081

Purchase

293

8.1020 GBP

GB0006776081

Purchase

111

8.1020 GBP

GB0006776081

Purchase

647

8.1020 GBP

GB0006776081

Sale

-3,777

8.1020 GBP

GB0006776081

Purchase

13,041

8.1020 GBP

GB0006776081

Purchase

88

8.1020 GBP

GB0006776081

Purchase

256

8.1020 GBP

GB0006776081

Purchase

92,285

8.1020 GBP

GB0006776081

Purchase

27,448

8.1020 GBP

GB0006776081

Sale

-14,039

8.1020 GBP

(b)

Cash-settled derivative transactions

Class of

relevant

security

Product

description

e.g. CFD

Nature of dealing

e.g. opening/closing a

long/short position

increasing/reducing a

long/short position

Number of

references

securities

Price per

unit

GB0006776081

Contract for Difference

Increasing short position

-27,841

8.3900 GBP

GB0006776081

Contract for Difference

Increasing short position

-4,453

8.1022 GBP

GB0006776081

Contract for Difference

Increasing short position

-3,499

8.3900 GBP

GB0006776081

Contract for Difference

Reducing short position

3,499

8.1249 GBP

GB0006776081

Contract for Difference

Increasing short position

-465

8.1089 GBP

GB0006776081

Contract for Difference

Reducing long position

-10,054

8.0894 GBP

GB0006776081

Contract for Difference

Reducing long position

-5,344

8.1185 GBP

GB0006776081

Contract for Difference

Reducing long position

-6,229

8.0894 GBP

GB0006776081

Contract for Difference

Reducing long position

-3,312

8.1185 GBP

GB0006776081

Contract for Difference

Reducing long position

-12,912

8.1247 GBP

GB0006776081

Contract for Difference

Increasing short position

-16,032

8.1338 GBP

GB0006776081

Contract for Difference

Reducing long position

-129

8.1477 GBP

GB0006776081

Contract for Difference

Increasing short position

-41,580

8.1022 GBP

GB0006776081

Contract for Difference

Reducing long position

-1,638

8.0894 GBP

GB0006776081

Contract for Difference

Reducing long position

-871

8.1185 GBP

GB0006776081

Contract for Difference

Increasing short position

-75,296

8.1064 GBP

GB0006776081

Contract for Difference

Increasing short position

-1,914

8.2311 GBP

GB0006776081

Contract for Difference

Reducing long position

-1626

8.2311 GBP

(c)

Stock-settled derivative transactions (including options)

(i)

Writing, selling, purchasing or varying

Class

of

relevant

security

Product

description

e.g. call

option

Writing,

purchasing,

selling,

varying etc.

Number

of

securities

to which

option

relates

Exercise

price

per unit

Type

e.g.

American

European

etc.

Expiry

date

Option

money

paid/

received

per unit

(ii)

Exercise

Class of

relevant

security

Product

description

e.g. call option

Exercising/

exercised

against

Number of

securities

Exercise price

per unit

(d)

Other dealings (including subscribing for new securities)

Class of relevant

security

Nature of dealing

e.g. subscription, conversion

Details

Price per unit (if

applicable)

4.

Other Information

(a)

Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

(b)

Indemnity and other dealing arrangements

Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which

any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

(c)

Attachments

Is a supplemental Form 8 (Open Positions) attached?

No

Date of Disclosure:

18/03/2022

Contact Name

Compliance Control Room

Telephone Number:

0207 595 9695

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

*If the discloser is a natural person, a telephone number does not need to be included, provided contact information has been provided to the Panel's Market Surveillance Unit.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk