Form 8.5 (EPT/NON-RI) Pearson plc

FORM 8.5 (EPT/NON-RI)

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS

(OR WHERE RI STATUS IS NOT APPLICABLE)

Rule 8.5 of the Takeover Code (the "Code")

1.

KEY INFORMATION

(a)

Name of exempt principal trader:

BARCLAYS CAPITAL SECURITIES LTD

(b)

Name of offeror/offeree in relation to whose

PEARSON PLC

relevant securities this form relates:

(c)

Name of the party to the offer with which exempt

Apollo Global Management, Inc. and its subsidiaries

principal trader is connected

(d)

Date position held/dealing undertaken:

21 March 2022

(e)

In addition to the company in 1(b) above, is the exempt principal

NO

trader making disclosures in respect of any other party to the offer?

2.

POSITIONS OF THE EXEMPT PRINCIPAL TRADER

(a)

Interests and short positions in the relevant securities of the offeror or offeree

to which the disclosure relates following the dealing (if any)

Class of relevant security:

25p ordinary

Interests

Short Positions

Number

(%)

Number

(%)

(1)

Relevant securities owned

and/or controlled:

6,821,560

0.90%

3,696,383

0.49%

(2)

Cash-settled derivatives:

3,411,434

0.45%

2,597,911

0.34%

(3)

Stock-settled derivatives (including options)

and agreements to purchase/sell:

0

0.00%

0

0.00%

TOTAL:

10,232,994

1.35%

6,294,294

0.83%

(b)

Rights to subscribe for new securities (including directors and other executive

options)

Class of relevant security in relation to

which subscription right exists

Details, including nature of the rights

concerned and relevant percentages:

3.

DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER

(a)

Purchases and sales

Class of relevant

Purchase/sale

Total number of

Highest price per unit

Lowest price per unit

security

securities

paid/received

paid/received

25p ordinary

Purchase

539,578

8.0727 GBP

7.8631 GBP

25p ordinary

Sale

581,429

8.0727 GBP

7.864 GBP

(b)

Cash-settled derivative transactions

Class of

Product

Nature of dealing

Number of

Price per

relevant

description

reference

unit

security

securities

25p ordinary

 SWAP

Decreasing Long

5

7.8540 GBP

25p ordinary

 SWAP

Decreasing Long

5

7.8560 GBP

25p ordinary

 SWAP

Decreasing Long

12

7.8595 GBP

25p ordinary

 SWAP

Decreasing Long

214

8.1840 GBP

25p ordinary

 SWAP

Decreasing Long

277

8.0423 GBP

25p ordinary

 SWAP

Decreasing Long

1,305

7.8713 GBP

25p ordinary

 SWAP

Decreasing Long

5,960

7.8935 GBP

25p ordinary

 SWAP

Decreasing Long

8,567

7.8986 GBP

25p ordinary

 SWAP

Decreasing Long

11,321

7.8693 GBP

25p ordinary

 SWAP

Decreasing Long

15,757

7.8908 GBP

25p ordinary

 SWAP

Decreasing Long

39,075

7.8970 GBP

25p ordinary

 SWAP

Decreasing Long

74,794

7.8868 GBP

25p ordinary

 SWAP

Decreasing Long

119,348

7.8931 GBP

25p ordinary

 SWAP

Decreasing Short

19,212

7.9077 GBP

25p ordinary

 SWAP

Decreasing Short

434,734

7.8843 GBP

25p ordinary

 SWAP

Increasing Long

1,654

7.9037 GBP

25p ordinary

 SWAP

Increasing Long

9,223

7.9089 GBP

25p ordinary

 SWAP

Increasing Long

16,159

7.9036 GBP

25p ordinary

 SWAP

Increasing Short

150

7.9266 GBP

25p ordinary

 CFD

Increasing Short

984

7.9047 GBP

25p ordinary

 SWAP

Increasing Short

1,036

7.9026 GBP

25p ordinary

 CFD

Increasing Short

2,197

7.9824 GBP

25p ordinary

 CFD

Increasing Short

2,571

7.9173 GBP

25p ordinary

 SWAP

Increasing Short

4,000

7.8717 GBP

25p ordinary

 SWAP

Increasing Short

7,054

7.9050 GBP

25p ordinary

 CFD

Increasing Short

21,066

7.8739 GBP

25p ordinary

 CFD

Increasing Short

187,577

7.9040 GBP

(c)

Stock-settled derivative transactions (including options)

(i)

Writing, selling, purchasing or varying

Class

Product

Writing,

Number

Exercise

Type

Expiry

Option

of

description

purchasing,

of

price

date

money

relevant

selling,

securities

per unit

paid/

security

varying etc

to which

received

option

per unit

relates

(ii)

Exercising

Class of relevant

Product description

Exercising/ exercised against

Number of

Exercise price per

security

securities

unit

(d)

Other dealings (including subscribing for new securities)

Class of relevant

Nature of Dealings

Details

Price per unit (if

security

applicable)

4.

OTHER INFORMATION

(a)

Indemnity and other dealings arrangements

Details of any indemnity or option arrangement, or any agreement or understanding,

formal or informal, relating to relevant securities which may be an inducement to deal

or refrain from dealing entered into by the exempt principal trader making the disclosure and any party

to the offer or any person acting in concert with a party to the offer:

NONE

(b)

Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between

the exempt principal trader making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights of future acquisition or disposal of any relevant securities to which

any derivative is referenced:

NONE

(c)

Attachments

Is a Supplemental Form 8 (Open Positions) attached?

NO

Date of disclosure:

22 Mar 2022

Contact name:

Large Holdings Regulatory Operations

Telephone number:

020 3134 7213