Director/PDMR Shareholding

1 June 2016

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

Adoption of a New Long-Term Incentive Plan

The Board of M&C Saatchi PLC announces that, following the recommendation of the Company's Remuneration Committee, the Board has approved and introduced a new long-term incentive plan (the "LTIP") for certain of the executive directors of the Company being Jeremy Sinclair, David Kershaw, Maurice Saatchi, and Bill Muirhead (together, the "Participants").

The key points of the LTIP are summarised below:

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

· Each Participant will pay (by way of a combination of payroll taxes and subscription price) £100,727 for the award. This amount is not refundable 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 the LTIP arrangements is 3,076,004.

M&C Saatchi's non-executive directors (being all of the Company's directors with the exception of the Participants), consider the terms of the transaction to be fair and reasonable insofar as the shareholders of the Company are concerned.

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