Crystallisation of 2020 Melrose Employee Share Plan, Transfer of Treasury Shares, Notification of Transactions by Person Discharging Managerial Responsibility and Total Voting Rights

Melrose announces that the 2020 Melrose Employee Share Plan (the "2020 MESP") crystallised on 31 May 2024, with certain Awards being settled by the transfer from treasury of Ordinary Shares to participants and the grant of Nil Cost Options, with the balance being settled by cash payments in an amount sufficient to meet participants' income and other tax liabilities in accordance with the Plan Rules (the "Cash Settlement").

In order to satisfy its obligations arising from the 2020 MESP that will not be settled in cash for the purposes of meeting participants' income and other tax liabilities, Melrose has today transferred a total of 28,848,071 Ordinary Shares from treasury to participants.

In relation to the Cash Settlement, Awards which would otherwise have given rise to Melrose being obliged to transfer a total of 25,498,465 Ordinary Shares will instead be settled by cash payments for the purposes of meeting participants' income and other tax liabilities (which, for UK tax resident participants, will be paid direct to HMRC to settle the outstanding tax liability in relation to their Awards), in an amount equal to the closing middle market quotation of those Ordinary Shares on the date of this announcement.

In satisfaction of Peter Dilnot's entitlement under the 2020 MESP, 1,643,404 Ordinary Shares were today transferred to Peter Dilnot, 1,457,359 Ordinary Shares will be settled by a cash payment pursuant to the Cash Settlement (each of which are included in the figures above), and Nil Cost Options have been awarded to Peter Dilnot over 3,875,954 Ordinary Shares, exercisable in 2025 and 2026. 

The above transfers of Ordinary Shares from treasury to participants, Cash Settlement and Nil Cost Options satisfy all participants' outstanding entitlements under the 2020 MESP.

Peter Dilnot is a "person discharging managerial responsibility" as such term is defined in Article 3(1)(25) of the UK Market Abuse Regulation. The transfer of the Ordinary Shares to, and the grant of Nil Cost Options to Peter Dilnot were made outside a trading venue. The ISIN number of the Ordinary Shares is GB00BNGDN821.

In accordance with the FCA's Disclosure Guidance and Transparency Rules (the "DTRs"), the Company announces that (following the transfers detailed above in connection with the 2020 MESP and the buyback transaction announced by the Company earlier this morning) its issued share capital now consists of 1,328,782,204 Ordinary Shares (excluding treasury shares), with each Ordinary Share carrying the right to one vote. The total number of Ordinary Shares held by the Company in treasury (following the transfers detailed above in connection with the 2020 MESP and the buyback transaction announced by the Company earlier this morning) is 22,693,117, which attract no voting rights whilst so held. Therefore, the total number of voting rights in Melrose as at 3 June 2024 is 1,328,782,204, which figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Melrose under the DTRs.

Unless otherwise defined, terms used in this announcement shall have the same meanings as set out in the circulars to Shareholders dated 21 January 2021 and 3 March 2023 respectively.

Enquiries:

Investor Relations:

Chris Dyett:                            +44 (0) 7974 974 690, [email protected]

Montfort Communications:    +44 (0) 20 3514 0897

Nick Miles:                              +44 (0) 7739 701 634, [email protected]

Charlotte McMullen:               +44 (0) 7921 881 800, [email protected]