Wilmington Regulatory News (WIL)

20 October 2014

Wilmington Group plc

Share Awards

As previously announced, in October 2011, Wilmington Group plc (the "Company") granted a number of share awards under its Performance Share Plan ("PSP"). The vesting of these awards was conditional upon the achievement of certain performance criteria. As a result of the Company's performance over the three years to 30 June 2014, 701,637 ordinary shares of 5 pence each vested on 19 October 2014 in favour of a total of 57 employees of the company (including Directors) ("Vested Shares").

On 19 October, a further 81,693 ordinary shares of 5 pence each were allocated under the PSP scheme rules to reflect the value of the dividend that would have been paid had the vested shares been issued in October 2011 ("Dividend Shares").

379,006 of the required 783,330 Vested Shares and Dividend Shares have been satisfied from existing treasury shares. In accordance with Section 551 of the Companies Act 2006 and under the authority of its shareholders, the directors have issued a further 404,324 ordinary voting shares to satisfy the Company's obligations under the PSP. Application has been made to the UK Listing Authority and the London Stock Exchange for 404,324 ordinary shares of 5 pence each to be admitted to the Official List and to trading on the Main Market. It is expected that trading will commence on 24 October 2014. These shares will rank pari passu with the existing issued shares of the Company.

Following the issue of further ordinary shares of 5 pence each and the re issue of treasury shares the Company now has issued voting share capital of 86,886,467 ordinary shares of 5 pence each.

The Directors and employees have to pay tax at their marginal income tax rates on the value of the shares awarded to them. Under Shareholding guidelines for Executives, which the Company has adopted, Executives are expected to retain 50% of vested shares (net of taxes) until such time as their personal shareholding reaches the equivalent of 100% of the pre-tax base salary. Neil Smith, an executive director, having exceeded the guidance, has sold all his 2011 Vested Shares (66,954) and 2011 Dividend (7,796) Shares. The sales occurred on 20 October 2014 in London at an average of 215 pence per share.

Linda Wake, Deputy Group Finance Director has elected to sell 19,977 ordinary shares of 5 pence each to settle her resulting tax liability and keep the remaining ordinary shares beneficially. She received 42,505 ordinary shares of 5 pence each of which she will retain 22,527. The sale occurred on 20 October 2014 in London at an average of 215 pence per share.

As a result of this, in accordance with DTR 3.1.2,

- Charles Brady has acquired a further 117,390 ordinary shares in the Company under the 2011 PSP bringing his resultant holding of ordinary shares of 5 pence each to 31,938,919 which is 3.68% of the issued share capital with voting rights.

- Linda Wake has acquired 22,527 ordinary shares of 5 pence each in the Company bringing her resultant holding of ordinary shares of 5 pence each to 39,856 which is 0.05% of the issued share capital with voting rights.

- Neil Smith retains his existing 401,338 shares which is 0.46% of the issued share capital with voting rights.

Anthony Foye

Chief Financial Officer

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