PAG Paragon Banking Group Plc

13 December 2024

Paragon Banking Group PLC

Director Shareholding

On 13 December 2024, Paragon Banking Group PLC (the "Company") granted awards over the Company's Ordinary Shares of £1.00 each to the following directors under the Paragon Performance Share Plan 2023 ("PPSP") and under the Paragon Deferred Share Bonus Plan 2023 ("PDSBP") in respect of bonuses for the year ended 30 September 2024.

No consideration was paid for the grant of the awards, which have been structured as nil-cost options.

The number of shares awarded under each tranche of the PPSP and DBSP is based on a share price of £7.923, which is the average closing mid-market price of the Company's shares on each of the five dealing days following the announcement of the Company's results for the year ended 30 September 2024.  This share price is discounted to allow for the fact that no dividend equivalents are payable in connection with this grant, in line with the remuneration policy approved by shareholders in 2023.  The adjusted price used for the tranche that becomes exercisable on the third anniversary of the grant is £6.825, with the prices of the tranches which become exercisable in the four succeeding years being £6.494, £6.179, £5.879 and £5.594 respectively.  This dividend adjustment was based on market estimates of the expected dividend yield.

The PPSP awards will vest subject to the satisfaction of performance conditions, which will be measured over the period of three financial years ending on 30 September 2027.  The awards, to the extent they vest, will become exercisable in tranches from the third anniversary of the date of grant until the seventh anniversary of the date of grant in accordance with regulatory requirements.

The PDSBP awards will vest in tranches from the third anniversary of the date of grant until the seventh anniversary of the date of grant in accordance with regulatory requirements.

Both the PPSP and PDSBP awards will, ordinarily, remain exercisable until the day before the tenth anniversary of the date of grant.  All of the DSBP and PSP awards vesting will be subject to a one year holding period post vesting and will operate with all associated shareholder rights, with the exception of the right to transfer or sell shares, which will only be permissible after a year has lapsed from the date of the award, after which the shares can then be transferred or sold.

Enquiries:

Carolyn Sharpe

Deputy Company Secretary, Tel:  07984 810427