Director/PDMR Shareholding

NEX Group plc (the Company)

Person discharging managerial responsibility (PDMR) shareholding

On 1 November 2018, the Company was notified that ordinary shares of 17.5p each in the Company were transferred to Michael Spencer, a PDMR, following the vesting of awards and exercise of options as follows:

- 295,515 shares, at nil cost, under the ICAP plc Deferred Share Bonus Plan;

- 273,938 shares, at nil cost, under the NEX Group plc 2016 Deferred Share Bonus Plan;

- 391,122 shares, at nil cost, under the ICAP plc Performance Share Plan;

- 436,059 shares, at nil cost, under the NEX Group plc 2016 Performance Share Plan; and

- 3,516,558 options, at a total exercise price of £6.00, under the ICAP 2003 Bonus Share Matching Plan.

Following the above transactions, the parties below have the following interests in NEX Group plc shares:

- Michael Spencer 5,130,710 ordinary shares (this includes shares held in the NEX Group Employee Share Trust) and 57,142 ordinary shares via a contract for difference;

- Mrs Sarah Spencer 53,000 ordinary shares;

- IPGL Limited 1,303,356 ordinary shares and 199,999 ordinary shares via a contract for difference;

- INCAP Finance BV 34,874,663 ordinary shares (9.146%); and

- INCAP Overseas BV 26,672,143 ordinary shares (6.995%).

Michael Spencer owns a majority shareholding in IPGL (Holdings) Limited and is deemed to be interested in all the shares in NEX Group plc held by IPGL Limited, INCAP Finance BV and INCAP Overseas BV, which are wholly owned subsidiaries of IPGL (Holdings) Limited.

Michael Spencer has a total interest in 68,291,013 NEX Group plc shares, 17.91% based on total voting rights of 381,301,332 (prior to these transactions it was 17.616%).

NEX Group plc

2 November 2018

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