Director/PDMR Shareholding

Close Brothers Group plc

Notification of transactions by directors and

persons discharging managerial responsibilities

Pursuant to its obligations under Disclosure and Transparency Rule 3.1.2R, Close Brothers Group plc (the 'Company') notifies the following changes in the interests in the ordinary shares of 25p each of the Company ('Shares') of the executive directors and persons discharging managerial responsibilities ('PDMRs') arising from Omnibus Share Incentive Plan 2009 awards granted under the deferred annual bonus plan ("DAB"), share matching plan ("SMP") and long term incentive plan ("LTIP") on 2 October 2012. A share price of 839.6p per share has been applied to determine the number of Shares awarded under each of the plans.

The awards under the DAB, SMP and LTIP have been structured in order to comply with the deferral levels and structural requirements of the FSA's Remuneration Code for financial institutions. Full details of the plans can be found in the Company's Annual Report 2012 due to be published on 19 October 2012.

Non-deferred Shares

In accordance with FSA Remuneration Code requirements that 50% of non-deferred bonus should be delivered in the form of Company shares with the imposition of a six months holding period, the following awards have been granted from gross non-deferred bonus and have vested under the DAB on 2 October 2012. The award entitles each of the following to call for the award shares listed below at their option and at nil cost at any time between April 2013 and April 2014.

The following Non-deferred share awards have been granted to the executive directors and PDMRs on 2 October 2012:

Deferred Annual Bonus Plan Share Awards

The award entitles each of the following to call for:

·; one-third of the award shares listed below at their option and at nil cost at any time between October 2013 and October 2014;

·; a further one-third of the award shares listed below at their option and at nil cost at any time between October 2014 and October 2015; and

·; the final one-third of the award shares listed below at their option and at nil cost at any time between October 2015 and October 2016.

These entitlements are each subject to the imposition of a six months holding period, will lapse if the participant leaves employment in certain circumstances and are subject to forfeiture or reduction in particular adverse circumstances.

The following DAB awards have been granted to the executive directors and PDMRs on 2 October 2012:

Share Matching Plan Share Awards

This award entitles each of the following to call at any time between October 2015 and October 2016 at their option, at nil cost, for the shares listed below subject to the criteria set out below. These entitlements are subject to the imposition of a six months holding period and will lapse if the participant leaves employment in certain circumstances.

Executive directors and PDMRs participate in this plan by choosing to invest up to the value of 100% of base salary from their total deferred and non-deferred annual bonusinto invested shares with a deferral period of three years ("Invested Shares"). Performance conditions will not apply to the Invested Shares which will be released in full at the end of the holding period. Invested Shares are matched on a 2:1 or a 1:1 matching ratio basis with free matching shares ("Matching Shares"), which are subject to performance conditions over the three year deferral period and in particular adverse circumstances, may be subject to forfeiture or reduction.

Vesting of the Matching Shares will be conditional on the achievement of distinct performance conditions established at the start of the performance period. For this award, 40% of the Matching Shares award will be subject to a target based on the Company's total shareholder return (share price growth plus re-invested dividends) over the performance period being at least 10% p.a. with maximum vesting at 20% p.a. A further 40% of each award will be subject to a requirement that the growth in the Company's adjusted earnings per share over the performance period must exceed the RPI rate of inflation over that period by 3% with maximum vesting at 10%. The relevant part of a participant's award will lapse if the Company's performance is below the lower level; 25% will vest at the lower level and 100% at the top level. For performance between the two levels, the award will vest on a sliding scale.

The remaining 20% of the Matching Shares award will be subject to a measure which is based on two risk management objectives targets which focus on capital and balance sheet management and risk, compliance and controls. 25% of this part of the Award will vest at satisfactory performance, with 100% vesting at exceptional performance and no vesting at below satisfactory performance.

The following SMP awards have been granted to the executive directors and PDMRs on 2 October 2012:

Long Term Incentive Plan Awards

This award entitles each of the following to call at any time between October 2015 and October 2016 at their option, at nil cost, for the shares listed below subject to achievement of certain performance conditions. The numbers of Shares stated are the maximum available to each director or PDMR on satisfaction, in full, of the performance targets for the LTIP. The performance targets for the 2012 LTIP award are the same as those described above for the 2012 SMP.These entitlements are on vesting, subject to the imposition of a six months holding period and will lapse if the participant leaves employment in certain circumstances and are subject to forfeiture or reduction in particular adverse circumstances.

The following LTIP awards have been granted to the executive directors and PDMRs on 2 October 2012:

In summary:

1. the beneficial interests in the ordinary share capital of the Company of those executive directors and PDMRs who have been granted Non-deferred share, Deferred Annual Bonus Plan, Share Matching Plan and Long Term Incentive Plan awards prior to these awards being made was:

2. the beneficial interests in the ordinary share capital of the Company of those executive directors and PDMRs following the making of the awards detailed above on 2 October 2012 are:

Name of authorised official of issuer responsible for making notification

John Hudspith

Assistant Company Secretary

Close Brothers Group plc

Date of notification 16 October 2012