NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

Ei Group plc

Director/PDMR Shareholding

28 February 2020

Ei Group plc (the "Company")

Exercise of share options

The Company makes the following announcements following the sanction by the Court on 27 February 2020 of the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") by which the recommended all cash offer for the entire issued and to be issued share capital of the Company by Stonegate Pub Company Bidco Limited, a wholly-owned subsidiary of Stonegate Pub Company Limited, is being implemented.

Vesting and exercise of Deferred Share Awards

The Company confirms that on 27 February 2020, following Court sanction of the Scheme and pursuant to deferred share awards granted under the Ei Group plc 2015 Annual Bonus Plan, the executive directors acquired the following ordinary shares of 2.5 pence each in the capital of the Company ("Shares") for a total payment of £1 per award:

391,514 Shares were transferred from the Company's employee benefit trust to the executive directors to satisfy the exercise of such awards.

Vesting and exercise of Long Term Incentive Plan Awards

The Company also confirms that on 27 February 2020, following Court sanction of the Scheme and pursuant to options granted under the Ei Group plc 2015 Long Term Incentive Plan, the executive directors acquired the following Shares for a total payment of £1 per award:

3,045,921 Shares held in treasury were transferred to the executive directors to satisfy the exercise of such options.

Vesting and exercise of Restricted Share Plan Awards

The Company also confirms that on 27 February 2020, following Court sanction of the Scheme and pursuant to options granted under the Ei Group plc 2019 Restricted Share Plan, the executive directors acquired the following Shares for nil consideration:

400,478 Shares held in treasury were transferred to the executive directors to satisfy the exercise of such options.

Total Shares held

The total number and percentage of Shares beneficially held by the following directors immediately following these transactions has increased and is now as follows:

Public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.

Notification of Dealing Form

Notification of Dealing Form

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.