Director/PDMR Shareholding

3 FEBRUARY 2015 Candover Investments plc ("CDI" or the "Company") NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS 1. Name of company CANDOVER INVESTMENTS PLC 2. State whether notification is in respect of a transaction notified in accordance with DTR3.1.4R(1)(a), DTR3.1.4R(1)(c) or DTR3.1.4R(1)(d) DTR 3.1.2 R PARAGRAPH 17(B) OF THE MODEL CODE 3. Name of director MALCOLM FALLEN 4. State whether notification relates to a person(s) connected with a person discharging managerial responsibilities/director named in 3 above and identify the connected person(s) DIRECTOR NAMED IN 3 5. Indicate whether notification is in respect of a holding of the person named in 3 or 4 above or in respect of a non-beneficial interest BENEFICIAL INTEREST OF 3. ABOVE 6. Description of shares (including class), debentures or derivatives or financial instruments relating to shares ORDINARY SHARES OF 25P EACH 7. Name of the registered shareholder(s) and, if more than one holder, the number of shares held by each of them (if notified) MALCOLM FALLEN 8. State the nature of the transaction. ACQUISITION 9. Number of shares, debentures or financial instruments relating to shares acquired 1,488 ORDINARY SHARES OF 25P EACH 10. Percentage of issued class acquired (any treasury shares of class should not be taken into account when calculating percentage) 0.007% 11. Number of shares, debentures or financial instruments relating to shares disposed NIL 12. Percentage of issued class disposed (any treasury shares of class should not be taken into account when calculating percentage) NIL 13. Price per share or value of transaction 367.5625P PER SHARE 14. Date and Place of transaction 2 FEBRUARY 2015 LONDON 15. Total holding and total percentage holding of issued class following this notification(any treasury shares of class should not be taken into account when calculating percentage) 18,988 ORDINARY SHARES / 0.09% 16. Date issuer informed of transaction 2 FEBRUARY 2015 If a person discharging managerial responsibilities has been granted options bythe issuer complete the following boxes 17. Date of grant N/A 18. Period during which or date on which exercisable N/A 19. Total amount paid (if any) for grant of the option N/A 20. Description of shares or debentures involved (class and number) N/A 21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at the time of exercise N/A 22. Total number of shares or debentures over which options held following notification N/A 23. Any additional information On 18 November 2014, the board approved a revised remuneration structure forMalcolm Fallen, Chief Executive of the Company, pursuant to which he willreceive a fixed salary for the next year and there will no longer beparticipation in any short term incentive plan or other benefits payable. Aspart of the revised arrangement, full details of which will be set out in the2014 Annual Report, the CEO entered in to a twelve month share trading planrequiring him to invest a proportion of his monthly salary in the Company'sshares in each month of 2015. This arrangement will be reviewed at the end of2015 in the light of progress made towards the successful delivery of theCompany's strategy. 24. Name of contact and telephone number for queries MARK COPPIN : +44 (0) 20 77980900 FOR AND ON BEHALF OF IPES (UK) LIMITED - COMPANY SECRETARY 25. Date of Notification 3 FEBRUARY 2015

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