RNS Number : 5605I

TClarke PLC

27 March 2024

TClarke plc
("the Company")

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

The Company announces that on 27^th March 2024, the following Executive Directors of the Company were granted nil cost conditional share awards over ordinary shares of 10p each in Company ("Shares") pursuant to the TClarke 2021 Long-term Incentive Plan ("the Plan") as follows:

Executive Director:	Number of conditional shares awarded:
Mark Lawrence	383,478
Mike Crowder	326,877
Trevor Mitchell	287,668

No consideration was paid for the grant of the conditional share awards.  The conditional share awards will normally vest on 27^th March 2027, being the third anniversary of the date of grant, and will be subject to continued employment with the Company.

50% of the award will be subject to satisfaction of the earnings per share performance condition as set out below:

Annual growth in EPS above CPI*	Proportion of award vesting
Less than 3%	Nil
3%	25%
Between 3% and 10%	Between 25% and 100% on a straight-line basis
Above 10%	100%

*Base point from which performance is measured is based on average EPS for the three years ended 31^st December 2023. Earnings per share calculated by profit before tax divided by weighted average of number of shares in issue during the financial year.

50% of the award is being made to incentivise the achievement of the Company's 3 year ambitious organic growth plan, achievement of which would substantially enhance earnings per share. This element of the award will be subject to satisfaction of the Total Shareholder Return (TSR) performance condition as set out below:

TSR*	Proportion of award vesting
Less than 35%	Nil
35%	25%
Between 35% and 50%	Between 25% and 100% on a straight-line basis
Above 50%	100%

* Base point share price 150p. The share price at maturity is the 3-month average to 31 December 2026.

Formal notifications in respect of the conditional share awards to the Executive D irectors are below;

1

Deta ils   of   the  person  discharging   m anagerial   responsibilities  /  person   closely associated

a)

Na me

Mark Lawrence

2

Reaso n for the notification

a)

Position/status

Group Chief Executive Officer and Executive Director (PDMR).

b)

I nitial notification/Amendment

Initial notification

3

Deta ils of the issuer, e mission allow ance m a rket participant, auct ion plat for m, auctioneer or auc tion monitor

a)

Na me

TClarke plc

b)

L E I

213800OIP8MU517BK123

4

Deta ils of the t ransact ion(s): section to be re p eated for ( i) e a ch type of instrum ent;

(ii ) each type of transa c tion; (iii) each date; a nd (iv) each place where transactions have been conducted

a)

Descriptio n of the financial instrument, t ype of instrument

I d e ntification code

Ordinary shares of 10 pence each

  GB0002015021

b)

Nature of the transaction

Grant of a conditional share award under the Long-term Incentive Plan

c)

Price(s ) and volum e (s)

Price(s)	Volume(s)
Nil	383,478

  d)

Aggr e g ate d i n formation

- Aggr e g a ted volume

- Price

N/A (single transaction)

e )

Date of the transaction

2024-03-27

f)

Place of the tr ansaction

Outside a trading venue

1

Deta ils   of   the  person  discharging   m anagerial   responsibilities  /  person   closely associated

a)

Na me

Mike Crowder

2

Reaso n for the notification

a)

Position/status

Group Managing Director and Executive Director (PDMR).

b)

I nitial notification/Amendment

Initial notification

3

Deta ils of the issuer, e mission allow ance m a rket participant, auct ion plat for m, auctioneer or auc tion monitor

a)

Na me

TClarke plc

b)

L E I

213800OIP8MU517BK123

4

Deta ils of the t ransact ion(s): section to be re p eated for ( i) e a ch type of instrum ent;

(ii ) each type of transa c tion; (iii) each date; a nd (iv) each place where transactions have been conducted

a)

Descriptio n of the financial instrument, t ype of instrument

I d e ntification code

Ordinary shares of 10 pence each

  GB0002015021

b)

Nature of the transaction

Grant of a conditional share award under the Long-term Incentive Plan

c)

Price(s ) and volum e (s)

Price(s)	Volume(s)
Nil	326,877

  d)

Aggr e g ate d i n formation

- Aggr e g a ted volume

- Price

N/A (single transaction)

e )

Date of the transaction

2024-03-27

f)

Place of the tr ansaction

Outside a trading venue

1

Deta ils   of   the  person  discharging   m anagerial   responsibilities  /  person   closely associated

a)

Na me

Trevor Mitchell

2

Reaso n for the notification

a)

Position/status

Group Finance Director and Executive Director (PDMR).

b)

I nitial notification/Amendment

Initial notification

3

Deta ils of the issuer, e mission allow ance m a rket participant, auct ion plat for m, auctioneer or auc tion monitor

a)

Na me

TClarke plc

b)

L E I

213800OIP8MU517BK123

4

Deta ils of the t ransact ion(s): section to be re p eated for ( i) e a ch type of instrum ent;

(ii ) each type of transa c tion; (iii) each date; a nd (iv) each place where transactions have been conducted

a)

Descriptio n of the financial instrument, t ype of instrument

I d e ntification code

Ordinary shares of 10 pence each

  GB0002015021

b)

Nature of the transaction

Grant of a conditional share award under the Long-term Incentive Plan

c)

Price(s ) and volum e (s)

Price(s)	Volume(s)
Nil	287,668

  d)

Aggr e g ate d i n formation

- Aggr e g a ted volume

- Price

N/A (single transaction)

e )

Date of the transaction

2024-03-27

f)

Place of the tr ansaction

Outside a trading venue

For further information contact:

TClarke plc

Mark Lawrence Group Chief Executive

Trevor Mitchell Finance Director

Tel: 020 7997 7400

  www.tclarke.co.uk

Cavendish Capital Markets Limited (Corporate Broker)

Ben Jeynes (Corporate Finance)

Tel: 020 7397 8900

  www.cenkos.com

RMS Partners

Simon Courtenay

Tel: 020 3735 551

27 March 2024

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