Announcement of share repurchase programme

1 July 2025

Pearson plc

Announcement of share repurchase programme

Pearson plc (the Company) announces that it has entered into an engagement with Citigroup Global Markets Limited (the Bank) in connection with the second and final tranche of its £350 million share buyback programme launched on 18 March 2025 (the Second Tranche) ahead of the closed period prior to its interim results announcement. As previously announced, the Second Tranche will be in the sum of £175 million.

The first tranche of the Programme, conducted by Morgan Stanley & Co. International plc, in the sum of £175 million (the First Tranche), is anticipated to end on or before 18 August 2025. The Second Tranche is expected to automatically commence on the business day following completion of the First Tranche and is anticipated to end on a date no later than five months after the commencement of the Second Tranche (the Engagement Period). Purchases may continue during any closed periods of the Company during the Engagement Period.  

The Company has entered into an engagement with the Bank under which it has issued a non-discretionary irrevocable instruction to the Bank to manage the Second Tranche. The Bank will carry out the instruction through the acquisition of ordinary shares in the Company for repurchase by the Company. The Bank will make trading decisions in relation to the Company's ordinary shares repurchased under the Second Tranche independently of, and uninfluenced by, the Company.

Any acquisitions of its ordinary shares by the Company will be effected within certain pre-set parameters set out in the Bank's engagement letter, and in accordance with the Company's AGM authority to repurchase ordinary shares (at the AGM on 2 May 2025, shareholders gave the Company authority to purchase a maximum of 66,657,551 ordinary shares), Chapter 9 of the Financial Conduct Authority's UK Listing Rules and the provisions of the Market Abuse Regulation 596/2014/EU (as it forms part of UK law pursuant to the European Union (Withdrawal) Act 2018, as amended) and will be discontinued in the event that the Company ceases to have the necessary general authority to repurchase ordinary shares.

The sole purpose of the Programme is to reduce the capital of the Company. As such, the Company will cancel any ordinary shares purchased.

For the avoidance of doubt, no repurchases will be made in respect of the Company's American Depositary Receipts.

The Bank may undertake transactions in the Company's ordinary shares during the Engagement Period in order to manage its market exposure under the Second Tranche.

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