Notification of transactions of Directors & PDMRs

EXOVA GROUP PLC

Notification of transactions of Directors and PDMRs

2 October 2015

On 1 October 2015, an award taking the form of a nil cost option (the "Award") to acquire ordinary shares of 1 pence each ("Shares") in Exova Group plc (the "Company") was granted to Philip Marshall, a person discharging managerial responsibilities ("PDMR"), under the Exova Group plc Long Term Incentive Plan ("LTIP"), as set out in column 3 in the table below.

The number of Shares subject to the Award has been determined by reference to the market value of a Share on 30 September 2015 (180 pence per Share). In addition, the Company has granted market value options under the company share option plan section of the LTIP ("CSOP Option") over the number of Shares set out in column 4 of the table. The exercise price of each CSOP option is 180 pence per Share, and has also been determined by reference to the market value of a Share on 30 September 2015. The number of Shares that is capable of exercise under the nil cost option will be reduced by such number of Shares as has a market value (at the date of exercise of the CSOP option) equal to the gain made on the exercise of the CSOP option. Overall, the participant's pre-tax economic gain from the nil cost option is the same as if the CSOP option was not in place.

The vesting of the Award and CSOP options is subject to the satisfaction of a performance condition set by the Remuneration Committee of the Company. The Award and CSOP Option will normally vest and become exercisable on the later of the third anniversary of grant and the assessment of the performance condition, subject to continued employment. A total amount of £1 is payable on the exercise of any nil cost option.

In addition, on 1 October 2015, a one-off nil cost LTIP award was granted to Philip Marshall equivalent to 85% of his salary which, subject only to his continued employment, will vest on the second anniversary of his appointment. In accordance with the offer of employment made to Philip Marshall, the number of shares subject to the one-off award is based on the closing price of the Company's shares on 25 September 2015 (167 pence per Share), being the working day before Philip commenced employment with the Company.

No consideration was paid for the grant of the above awards.

Following notification, Philip Marshall has a total interest under all share plans in respect of 318,891 shares.

This notification is made in accordance with DTR 3.1.4.

For and on behalf of Exova Group plc

Date: 2 October 2015

Neil MacLennan

General Counsel & Company SecretaryTelephone: 0131 333 8053