Director/PDMR Shareholding

8 August 2014

Torotrak plc

("Torotrak" or the "Company")

Director / PDMR Shareholding

Torotrak announces that on 7 August 2014 it granted share awards ("Awards") giving the Executive Directors and certain senior employees deemed to be Persons Discharging Management Responsibility (PDMRs) of the Company the right to receive, subject to the achievement of certain performance criteria, a maximum of 5,716,614 ordinary shares of 10p each in the capital of the Company ("Shares") under the terms of the Company's Long Term Performance Share Plan (LTPSP) approved by Shareholders at the Company's Annual General Meeting in July 2006. The number of Shares awarded was calculated using a price of 18.325 pence per Share, being the average closing middle market price of an ordinary share for the five business days commencing on 29 July 2014, preceding the date of the Award.

As set out in the Notice of Annual General Meeting sent to Shareholders, no awards were made under the LTPSP during the 2013/2014 financial year because of the prolonged periods during which the Company was prevented from making such awards, due to the Flybrid Automotive transaction.

As such, within the table below, 50 per cent. of the Awards made to Jeremy Deering and Rex Vevers are in respect of a 'catch-up' award in recognition of the fact that no award was made during the last financial year. This 'catch-up' award is only being done during the current financial year and was approved by Shareholders at the Company's Annual General Meeting held on 31 July 2014.

The Awards to Directors/PDMRs were as follows:

Note 1: 50 per cent. of the Award is a 'catch-up' award which was approved by shareholders at the Company's AGM held on 31 July 2014

Each Award gives the recipient a right to receive up to the maximum number of Shares comprised in it following the third anniversary of the date of grant ("Vesting Date"), subject to the satisfaction of two performance conditions, each applicable to 50 per cent. of the Shares in the Award. The first condition is market related and requires the Company to achieve a measure of total shareholder return ("TSR") over a three year period commencing on 7 August 2014. The maximum number of Shares in this part of an Award will vest if Torotrak's TSR is ranked at the Vesting Date in the top quartile of its comparator group (the FTSEtechMARK All- Share index). No Shares will be received in respect of this part of an Award if Torotrak's TSR is not ranked at the Vesting Date in the upper 40 per cent. of the comparator group.

The second condition relates to the Company's financial performance based on a measure of cumulative performance over the three financial years ending on 31 March 2017. The maximum number of Shares in this part of an Award will vest if Torotrak's financial performance exceeds a target set relative to the Company's business plan. No Shares will be received in the second part of the award if Torotrak's financial performance does not achieve a minimum performance target relating to the business plan.

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