LTIP Award and Directors' Shareholdings

2 February 2017

James Cropper plc (the 'Company')

Directors' Shareholdings

Long-Term Incentive Plan Award

Award of Shares to Directors:

The Company announces that on 1 February 2017, under the terms of the James Cropper PLC 2008 Long Term Incentive Plan (the "Plan"), an aggregate of 8,733 ordinary shares of 25 pence each ("Shares") in the Company were awarded to the following Directors of the Company:

The share awards were the maximum award available under the Plan.

In order to satisfy the award of Shares, the Company has allotted 4,673 new Shares to Mark Cropper, and James Cropper EBT Ltd has transferred 1,808 Shares to Isabelle Maddock and 2,252 Shares to Dave Watson.

Application will be made to the London Stock Exchange for 4,673 new Shares to be admitted to trading on AIM ("Admission"), and it is expected that Admission will become effective and trading will commence at 8.00am on 7 February 2017.

Following Admission of the new Shares, the Company's enlarged issued share capital will comprise 9,464,562 Shares with voting rights.

Sale of Shares by Directors:

In order to settle the income tax and national insurance liabilities on the award, Isabelle Maddock and Dave Watson have each sold 50% of the Shares awarded to them to James Cropper EBT Ltd, the trustees of the James Cropper Employee Trust, at a price of 1,432.5 pence per Share. Isabelle Maddock has sold 904 Shares and Dave Watson has sold 1,126 Shares.

Further to the above, Isabelle Maddock has sold an additional 766 shares at a price of 1,432.5 pence per Share to James Cropper EBT Ltd.

Transfer of Shares by Director:

In addition, Dave Watson has transferred the balance of his award, being 1,126 Shares to his wife, Suzanne Watson.

Directors Interests:

Further to the Share transactions above, the beneficial interest of the following directors were increased by:

Isabelle Maddock 138 Shares

Dave Watson 1,126 Shares

Directors' Interests over 3%:

As a result of the Shares awarded under the Plan, the beneficial and non-beneficial interest for directors' holdings over 3% is:

* Includes 486,924 Shares pledged as security.

The total interest of the Concert Party following these transactions, directly and indirectly is 3,616,865 Shares, which represents 38.2% of the issued share capital of the Company.

Purchase of Shares by James Cropper EBT Ltd:

The purchase of Shares was to satisfy future releases under the James Cropper PLC 2008 Long Term Incentive Scheme Plan, in which participants, including executive directors, have a potential interest, subject to the achievement of performance targets.

As a result of the above transactions, James Cropper EBT Ltd is interested in 88,985 Shares, representing 0.94% of the issued share capital of the Company.

Further to the movement in the shareholding of James Cropper EBT Ltd, the non-beneficial interest of the following PDMRs were decreased by:

David Wilks (Non - Executive Director) 1,264 Shares.

Jim Sharp (Non - Executive Director) 1,264 Shares.

Doug Mitchell (Non - Executive Director) 1,264 Shares.

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