Director/PDMR Shareholding

23/12/2015

Notification of transactions by PDMR

AA plc (the "Company")

23 December 2015

For Immediate Release

Notification of transactions by PDMR - Acquisition of Management Value Participation Shares

This notification is being made in accordance with DTR 3.1.4. On 22 December 2015, the Company made allocations of Management Value Participation shares in the Company ("MVP Shares") to certain persons, including persons discharging managerial responsibilities ("PDMRs"). The allocations were in accordance with the Company's remuneration report approved by shareholders at the Company's AGM on 9 June 2015. The resultant holdings are as follows:

The MVP Shares were each allocated under and subject to the terms of the Articles of Association of the Company adopted at the time of IPO. Each of the persons receiving MVP Shares paid the nominal value of the MVP Shares in consideration for the allotment. No consideration is due on the maturity of the MVP Shares. 

The Company was notified of the above transactions on 23 December 2015.

Additional notes

The MVP Shares entitle the holders to participate in the total shareholder return over the first five years following the admission of the ordinary shares in the capital of the Company to the London Stock Exchange on 26 June 2014 ("Admission"). The scheme is based on the satisfaction of a performance condition which (except in the event of a change of control) is tested on the third, fourth and fifth anniversaries of Admission and, subject to satisfaction of that performance condition, dictates the value accruing to the relevant class of MVP Shares in issue at the time of testing (the "Management Value Participation Scheme Value").

The performance condition is that the Total Shareholder Return on the relevant anniversary of Admission is equal to or more than an amount representing a 12 per cent increase (accruing daily and compounding annually on each anniversary of Admission) in the market capitalisation at Admission (the "Performance Condition").

The MVP Shares take the form of A Shares, B Shares and C Shares in the Company. The A Shares are convertible into Ordinary Shares in the capital of the Company or redeemable following satisfaction of the Performance Condition tested at the third anniversary of Admission, the B Shares are convertible or redeemable following satisfaction of the Performance Condition tested at the fourth anniversary of Admission, and the C Shares are convertible or redeemable following satisfaction of the Performance Condition tested at the fifth anniversary of Admission.

If the Performance Condition is not satisfied on the third anniversary of Admission but is satisfied on the fourth or fifth anniversary (including the further growth required during the additional one or two year period), a holder of A Shares will be entitled to the above rights (within the applicable timeframes) after the next relevant anniversary. If the Performance Condition is not satisfied on the fourth anniversary of Admission but is satisfied on the fifth anniversary (including the additional performance required for the additional year), a holder of B Shares will be entitled to the above rights (within the applicable timeframes) after such fifth anniversary.

Each class of MVP Share is convertible into Ordinary Shares of the Company or, at the option of the Company, may be redeemed for cash.

The maximum number of Shares resulting from conversion of MVP Shares will not in any 10 year period exceed 5% of the issued number of Shares from time to time.

Mark Millar

General Counsel and Company Secretary