YouGov Regulatory News (YOU)

14 December 2015

YouGov plc ("YouGov" or "the Company")

Long Term Incentive Plan and Deferred Share Bonus Plan Awards

YouGov plc, the international online market research agency, announces that Board's Remuneration Committee has approved the conditional grant of options under the Company's two share incentive plans which were established during the financial year ended 31 July 2015.

Long Term Incentive Plan 2014 ("LTIP")

As first announced on 13 October 2014, the LTIP is designed to reward senior management for the achievement of demanding financial and share price performance targets over the five-year period ending 31 July 2019. The plan participants are the Company's three Executive Directors and a small group of senior managers whom the Board considers have a key role to play in the delivery of YouGov's strategic plans.

Under the rules of this plan, participants are to be conditionally awarded nil cost options to acquire shares in three equal annual tranches in 2015, 2016 and 2017. Vesting of awards will be dependent on the Company achieving demanding earnings per share growth (of at least 25% for the awards to vest in full) and also on improvement in operating margins over the five year plan period.

The Chief Executive Officer is also entitled to be conditionally awarded an enhanced award of nil cost options to acquire shares which is to be granted in a single tranche this year. Vesting of this enhanced award is dependent on the same vesting conditions as the main awards which must be met in full and, additionally, on the growth of Company's share price by more than 200% over the five year plan period.

The total number of shares expected to be awarded conditionally this financial year under the LTIP will be approximately 2.5 million shares. These include the following conditional awards to the Executive Directors:

Deferred Share Bonus Plan 2014 ("DSBP")

This plan is designed to encourage employee retention and share ownership and the participants are key managers across the Group's global units who do not participate in the LTIP. The plan entitles participants to an award of shares which must be retained for a period of two years and whose vesting is subject to their continued employment during that time. The total number of shares expected to be awarded conditionally this financial year under the DSBP will be approximately 270,000 shares.

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