Director/PDMR Shareholding

RNS Number : 4976Q

Pearson PLC

29 February 2016

Pearson plc - (the "Company")

Notification of PDMR Interests

Long-Term Incentive Plan ("LTIP") - 2016 Time-vesting Release

In 2001, the Company established the Pearson Long-Term Incentive Plan (the "LTIP"). Its purpose is to link management's long-term reward with Pearson's financial performance and returns to shareholders.

Restricted Share Award Granted in 2012

Under the terms of the LTIP, time-vested restricted shares can be granted to employees, with release dates agreed on an individual basis. These awards are not subject to any performance conditions, other than the participant remaining employed in the Pearson group.

The following table sets out the number of shares released to a PDMR on 29 February 2016 under the 2012 LTIP award. The LTIP rules require that sufficient shares are sold to discharge the income tax and social contribution liability on the shares released. The shares set out in the third column below were sold on 29 February 2016 at an average price of £8.63 per share, leaving the after-tax number of shares set out in the final column below, which are being retained.

Name of PDMR	Shares Released	Shares sold to discharge tax liabilities	Shares Retained
Rod Bristow	9,160	4,321	4,839 ordinary shares

Interests of the PDMR

As a result of the above transactions, the PDMR is interested in the following shares (excluding shares to which they are notionally entitled or may become entitled, subject to the satisfaction of any relevant conditions, under the Company's employee share plans):