LTIP 2021 – EPS Performance Condition

9 August 2021

Drax Group plc

("Drax" or the "Company"; Symbol: DRX)

LTIP 2021 - EPS Performance Condition

In the Annual Report and Financial Statements of Drax Group plc for the financial year ended 31 December 2020, ('the Annual Report'), the Company explained that the Cumulative Adjusted Earnings Per Share target ('EPS'), which is one of the two performance conditions to determine vesting in respect of the grants made under the Long Term Incentive Plan ('LTIP'), would be  finalised and subsequently announced via RNS after completion of the proposed acquisition of Pinnacle Renewable Energy Inc. ('Pinnacle'). Targets have been set which took account of the Company's budget approved in January, prevailing market expectations and performance of sector peers at that point in time, however finalisation was delayed in order that the targets could reflect the impact of the proposed acquisition of Pinnacle.

Subsequent to the completion of the Pinnacle acquisition in April 2021, a fair value assessment of the acquired assets has been undertaken, details of which were included in the Company's Half Year Report, issued on Thursday 29 July.

Following a meeting of the Remuneration Committee in July 2021 and the announcement of the Company's Half Year results, the proposed EPS target for the 2021 Grants has now been finalised, taking account of Pinnacle.

The vesting of awards granted in 2021 ('the 2021 Grants') shall be subject to satisfying two performance conditions over the financial years 2021, 2022 and 2023. 50% of the 2021 Grants will be measured based on Total Shareholder Return relative to the FTSE 350, and the remaining 50% will be measured based on EPS. This is in line with the current Remuneration Policy for the Company.

The targets for the EPS performance condition will be as set forth below. The threshold level, based on general practice, is set at 90% of the target level. Vesting between the threshold and maximum will be on a straight-line basis.

The EPS target is 'Adjusted EPS', derived from Adjusted Results as reported in the Company's audited financial statements. Instances where such adjustments might apply include acquisition and restructuring costs, asset obsolescence charges, costs on debt restructuring, costs and credits arising from major transactions and certain remeasurements on derivative contracts. For more information on Adjusted Results applicable for 2020, see note 2.7 of the Annual Report.

There may arise circumstances during the performance period where adjustment or discretion is applied by the Remuneration Committee by reference to exceptional items and the Remuneration Policy. The application of such adjustments would be considered during and upon completion of the performance cycle.

In making their assessment, the Remuneration Committee will take into account appropriate advice (for example from the Company's independent auditors and the Remuneration Committee advisers) and also give due consideration to the shareholder experience and that of wider stakeholders. The Remuneration Committee would also take into account exceptional and unforeseen circumstances in assessing the appropriate level of vesting judged against the performance of the Company and management at the end of the performance period.

With regard to the relative Total Shareholder Return measure, 25% of the Award will vest for median performance rising on a straight line basis to 100% vesting for upper quartile performance.

ENDS