Sage Group PLC

Remuneration Information • Dec 12, 2018

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RNS Number : 2950K

Sage Group PLC

12 December 2018

DIRECTOR/PDMR SHAREHOLDING

12 December 2018

The Sage Group plc. (the Company)

Notification of Transactions of Persons Discharging Managerial Responsibilities

This notification relates to transactions notified in accordance with article 19 of the Market Abuse Regulation.

Further to announcement made by the Company on 4 December 2018, the Company confirms that on 11 December 2018 Jonathan Howell, who is a director and Chief Financial Officer of the Company, was granted a conditional award (the Buy Out Award) over ordinary shares of 14/77 pence each in The Sage Group plc (Sage Shares).  The Buy Out Award constitutes a replacement award in respect of awards (the CB Awards) held by Jonathan Howell relating to his previous employment with Close Brothers Group plc (Close Brothers), which were forfeited by reason of his appointment with the Company.  The Buy Out Award was granted over a number of Sage Shares equal in value to the value of the Close Brothers shares subject to the CB Awards, calculated by reference to the mid-market price of a Close Brothers share and a Sage Share on the day prior to the grant of the Buy Out Award.

The Buy Out Award will only vest to the extent that the CB Awards would have vested subject to the original Close Brothers performance conditions (the CB Performance Conditions) at the end of the relevant Close Brothers performance period.  Following vesting, certain of the Sage Shares subject to the Buy Out Award will be subject a two-year holding period in line with the holding period which would have applied to the CB Awards.  The relevant CB Performance Condition, and the maximum number of Sage Shares that may vest under each tranche of the Buy Out Award is set out below. No price is payable either on the grant or vesting the Buy Out Award.  The terms of the Buy Out Award otherwise replicate the material terms of The Sage Group plc. Performance Share Plan, including in relation to malus and clawback, and the Buy Out Award is consistent with the Company's Directors' Remuneration Policy.

Tranche	Vesting Date	Relevant Performance Conditions	Maximum number of shares vesting
First	4 October 2019	SMP Matching Awards 2016	111,396
Second	4 October 2019	FY16 LTIP	102,383
Third	3 October 2020	FY17 LTIP	98,919

ANNEX

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

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Jonathan Howell
2	Reason for the notification
a)	Position/status	Chief Financial Officer
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	The Sage Group plc
b)	LEI	2138005RN5XYLTF8G138
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary Shares
Identification code	ISIN: GB00B8C3BL03
b)	Nature of the transaction	Grant of award over shares pursuant to the buyout of awards from previous employment
c)	Price(s) and volume(s)
		Price(s)	Volume(s)
		nil	312,698
d)	Aggregated information	N/A - single transaction
- Aggregated volume
- Price
e)	Date of the transactions	11 December 2018
f)	Place of the transactions	Outside a trading venue

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END

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