M&C Saatchi Regulatory News (SAA)

19 July 2016

M&C Saatchi PLC ("M&C Saatchi" or "the Company")

New issue under Long-Term Incentive Plan

In addition to the awards issued 1 June 2016, the Board of M&C Saatchi PLC announces that it approved the issue to Finance Director Jamie Hewitt (the "Participant") the following award.

The key points of the LTIP are summarised below:

· The LTIP operates through shares in the Company's subsidiary, M&C Saatchi Worldwide.

· The Participant will pay (by way of a combination of subscription price and deferred payment) £51,266.75 for the award. This amount is not refundable and will be paid in full if the vesting conditions are not met. Vesting of the awards is subject to:

· the achievement of certain earnings and total shareholder return ("TSR") targets (the "Performance Conditions") measured over the period from 1 January 2015 to 31 December 2018 (the "Performance Period"); and

· the Company's share price being above £5.00 per share during the period between 1 January 2019 and 31 December 2022 (the Share Price Target").

· 20% of the award will be earned if average EPS growth over the Performance Period is above 10%. This 20% level will increase to 100% of the award on a straight line basis if EPS growth over the Performance Period is between 10% and 20% (with 100% of the award being earned if EPS growth of 20% or more is achieved). Below 10% EPS growth, no award will be earned. Earned awards will be adjusted by the TSR condition. If TSR over the Performance Period is above 50% an earned award will be increased by a half; if TSR over the Performance Period is between 0% and 50% no adjustment will be made to an earned award; if TSR over the Performance Period is below 0% then earned awards will be reduced by 25%.

· Subject to the Share Price Target being achieved, an earned award, representing shares in M&C Saatchi Worldwide, may be exchanged for M&C Saatchi shares. The maximum number of M&C Saatchi shares that may be required to be issued under this issue of LTIP arrangements is 307,601. The maximum number of M&C Saatchi shares that may be required to be issued under LTIP arrangements (including awards issued on 1 June 2016), is 3,383,605.

M&C Saatchi's non-executive directors consider the terms of the transaction to be fair and reasonable insofar as the shareholders of the Company are concerned.

END

For further information, please contact: