Director/PDMR Shareholding

Notification of Transactions of Directors/Persons Discharging Managerial Responsibility and Connected Persons 1. Name of the issuer 2. State whether the notification related to (i) a transaction notified in accordance with DTR 3.1.2 R, (ii) a disclosure made in accordance with LR 9.8.6R(1) or (iii) a disclosure made in accordance with section 793 of the Companies Act (2006) (i) a transaction notified in accordance with DTR 3.1.2 R Lancashire Holdings Limited 3. Name of the person discharging 4. State whether notification relates to managerial responsibilities/ a person connected with a person director discharging managerial responsibilities/director named in 3 and identify connected person N/A Richard Brindle (Executive Director and Group CEO) Alex Maloney (Executive Director and Group Chief Underwriting Officer) Elaine Whelan (Executive Director and Group Chief Financial Officer) 5. Indicate whether the 6. Description of shares (including notification is in respect of a class), debentures or derivatives or holding of the person referred financial instruments relating to to in 3 or 4 above or in respect shares of a non-beneficial interest Persons referred to at 3 above. Lancashire Holdings Limited Restricted Share Scheme 7. Name of registered shareholder 8. State the nature of the transaction (s) and, if more than one, the number of shares held by each of them Restricted Share Awards granted as nil-cost options over common shares of US$0.50 each under the Lancashire (1) Richard Brindle Holdings Limited Restricted Share Scheme (2) Alex Maloney (3) Elaine Whelan 9. Number of shares, debentures or 10. Percentage of issued class acquired financial instruments relating (treasury shares of the class should to shares acquired not be taken into account when calculating percentage) (1) Richard Brindle - 207,938 RSS Awards (1) Richard Brindle - 0.1135% (2) Alex Maloney - 124,333 RSS (2) Alex Maloney - 0.0679% Awards (3) Elaine Whelan - 0.0562% (3) Elaine Whelan - 102,989 RSS Awards 11. Number of shares, debentures or 12. Percentage of issued class disposed financial instruments relating (treasury shares of the class should to shares disposed not be taken into account when calculating percentage) N/A N/A 13. Price per share or value of 14. Date and place of transaction transaction 19 February 2014 £NIL 15. Total holding following 16. Date issuer informed of transaction notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage) 24 February 2014 (1) Richard Brindle (Executive Director) - 858,022 (0.4684%) (2) Alex Maloney (Executive Director) - 191,415 (includes 100,000 via connected person) (0.1045%) (3) Elaine Whelan (Executive Director) - 94,225 (includes 2,600 via connected person) (0.0514%) If a person discharging managerial responsibilities has been granted options by the issuer complete the following boxes 17. Date of grant 18. Period during which or date on which exercisable In accordance with the amended Restricted Share 19 February 2014 Scheme adopted by the Board on 12 February 2014, in the normal course of events these awards will vest in 2017 to the extent that the Performance Conditions (measured over a three year performance period ending 31 December 2016) have been satisfied and provided the Award holder remains employed by a Group Member on the date of vesting. 19. Total amount paid (if 20. Description of shares or debentures involved any) for grant of the (class and number) option Restricted Share Awards granted over common Nil shares of US$0.50 each under the Restricted Share Scheme (1) Richard Brindle - 207,938 (2) Alex Maloney - 124,333 (3) Elaine Whelan - 102,989 21. Exercise price (if 22. Total number of shares or debentures over fixed at time of grant) which options held following notification or indication that price is to be fixed at the time of exercise Total number of Restricted Share Awards granted under the Restricted Share Scheme* and held following notification: Nil (1) Richard Brindle - 804,996 (2) Alex Maloney - 679,665 (3) Elaine Whelan - 419,556 *Pursuant to the Rules of the Restricted Share Scheme, the number of shares that will actually vest depends on the satisfaction of certain conditions including employment, performance and time conditions. Total number of Restricted Share Awards granted under the Restricted Share Scheme Awards Bonus Deferral Plan** and held following the notification: (1) Richard Brindle - 99,998 (2) Alex Maloney - 26,512 (3) Elaine Whelan - 31,022 ** (subject to time and employment conditions only) Total number of time vesting warrants held following notification: Richard Brindle - 5,625,217 Total number of performance warrants held following notification: Richard Brindle - 741,965 Total number of Founder warrants held following notification: Richard Brindle - 46,260 23. Any additional 24. Name of contact and telephone number for information queries Christopher Head +44 (0)20 7264 4145 Name of authorised official if issuer for making notification Christopher Head Assistant Company Secretary 25 February 2014
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