Torotrak PLC Regulatory News (TRK)

30 September 2015

Torotrak plc

("Torotrak" or the "Company")

Director / PDMR Shareholding

Torotrak announces that on 29 September 2015 it granted share awards ("Awards") giving the Executive Directors and certain senior employees deemed to be Persons Discharging Management Responsibility (PDMRs) of the Company the right to receive or acquire ordinary shares of 1p each in the capital of the Company ("Shares") as follows:

· Subject to the achievement of certain performance criteria to receive at nil cost, Shares under the terms of the Company's Long Term Performance Share Plan (LTPSP) approved by Shareholders at the Company's Annual General Meeting in July 2006 and as amended at the Company's Annual General Meeting held on 4 September 2015. The number of Shares awarded under the LTPSP scheme was calculated using a price of 6.724 pence per Share, being the average closing middle market price of an ordinary share for the five business days commencing on 22 September 2015, preceding the date of the Award.

· Under the terms of the Torotrak 2015 Share Option Plan (2015 Plan), approved by Shareholders at the Company's Annual General Meeting held on 4 September 2015, the Executive Directors and PDMRs are entitled to acquire shares at a price of 10 pence, being the higher of 10 pence and 6.724 pence being the average closing middle market price of an ordinary share for the five business days commencing on 22 September 2015, preceding the date of the Award.

The Awards to Directors/PDMRs were as follows:

Each Award under the LTPSP gives the recipient the right to receive up to the maximum number of Shares comprised in it following the third anniversary of the date of grant ("Vesting Date"), subject to the satisfaction of the following performance conditions, each applicable to 50 per cent. of the Shares in the Award.

· The first condition is market related and requires the Company to achieve a measure of total shareholder return ("TSR") over a three year period commencing on 29 September 2015. The maximum number of Shares in this part of an Award will vest if Torotrak's TSR is ranked at the Vesting Date in the top quartile of its comparator group (the FTSEtechMARK All- Share index). No Shares will be received in respect of this part of an Award if Torotrak's TSR is not ranked at the Vesting Date in the upper 40 per cent. of the comparator group.

· The second condition is market related and requires the Company to achieve a minimum share price at the end of a three year period commencing on 29 September 2015. 25 per cent. of the award will vest if the Company's share price exceeds 15 pence with an additional 25 per cent. vesting if the Company's share price exceeds 20 pence at the end of the performance period. For a share price above 15 pence but below 20 pence the number of shares that will vest will be determined on a sliding scale on a straight-line basis.

Each Award under the 2015 Plan gives the recipient the right to acquire the maximum number of Shares comprised in it at 10 pence following the announcement of the Company's Preliminary Results for the financial year ended 31 March 2018.

For further information, please visit www.torotrak.com or contact:

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