Director/PDMR Shareholding

NATIONAL EXPRESS GROUP PLC

 ("Company")

Notification of transactions by Persons Discharging Managerial Responsibilities ("PDMRs")

The Company provides notification of the following transactions, all effected on the London Stock Exchange, relating to the two below named PDMRs and their respective interests in the ordinary shares of nominal value 5p each in the capital of the Company ("Shares") (ISIN: GB0006215205).

The transactions arise in respect of: (i) the 91.53% vesting on 18 April 2020 of three-year performance conditioned nil cost option awards over certain Shares granted on 18 April 2017 to Dean Finch and on 10 May 2017 to Chris Davies under the Company's Long-Term Incentive Plan 2015 ("2017 LTIP Options"); and (ii) the exercise by Chris Davies of his 2017 LTIP Option over all vested Shares thereunder and immediate sale of a sufficient number of such Shares to cover his personal tax liability arising on such exercise.

Individual PDMR and transaction details are set out in the table below:

1 Vested Shares under the 2017 LTIP Options have both a two-year exercise and a two-year compulsory holding period which run concurrently. The compulsory holding period is subject to an entitlement to sell a sufficient number of vested Shares to satisfy tax liabilities arising on exercise of the 2017 LTIP Options. Malus and clawback also apply to such vested Shares for two years form the date of vesting, including post termination of employment. Vested Shares qualify on vesting for an accrued dividend entitlement from the Company, as do any vested Shares under 2017 LTIP Options which are unexercised during the holding period. In light of Covid-19, both Mr Finch and Mr Davies have agreed that the Company may defer the payment of their accrued dividend entitlement until July 2020. Any residual vested Shares held beneficially post-exercise of a 2017 LTIP Option must be retained for the remainder of the holding period. 

2 All Shares delivered to Mr Davies on the exercise of his 2017 LTIP Option were through the transfer to him of market purchased Shares held in the Company's Employee Benefit Trust.

3 The residual net of tax Shares held beneficially by Mr Davies post exercise of his 2017 LTIP Option, i.e. 69,444 Shares, must be retained by him for the remainder of the compulsory holding period.

4 Including those held by connected persons of Mr Finch and Mr Davies.

5 Both Mr Finch and Mr Davies have interests in Shares under vested but unexercised Share options (including, in the case of Mr Finch, his 2017 LTIP Option) and the deemed net of tax number of these Shares, assuming exercise of the vested Share options and satisfaction of income tax at a rate of 45% and employee NICs of 2% on such exercise, in which Mr Finch and Mr Davies have beneficial interests, is 340,509 Shares and 32,524 Shares, respectively

6 Represents maximum interests in Shares held pursuant to outstanding awards granted to Mr Finch and Mr Davies under the Company's Executive Deferred Bonus Plan and Long-Term Incentive Plan.

7 Approved CSOP awards are made alongside nil cost options awards made under the Company's Long-Term Incentive Plan where HMRC limits permit. PDMRs' interests in Shares under such approved CSOP awards are not included in these interests but, on their vesting and valid exercise, will have the effect of reducing PDMRs' interests in the vested Shares held under their corresponding nil cost options.

Mr Finch holds shares with a value in excess of his required level under the Company's shareholding guidelines and Mr Davies holds shares with a value that puts him on track to meet the required level under the Company's shareholding guidelines within five years of his appointment.

The Company can confirm that the PDMRs named above have complied with their respective obligations to notify the Financial Conduct Authority in respect of the above transactions as required under the EU Market Abuse Regulation.

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National Express contact and telephone number for enquiries:

Jennifer Myram, Company Secretary

++44 (0) 207 805 3807

Melanie Travis, Deputy Company Secretary

+44 (0) 207 805 3805

Notes:

Legal Entity Identifier: 213800A8IQEMY8PA5X34

Classification: 3.1 (with reference to DTR6 Annex 1R)