Director/PDMR Shareholding

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Phil Urban

2 

Reason for the notification 

a) 

Position/status 

Director

b) 

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor 

a) 

Name 

Mitchells & Butlers plc

b) 

213800JHYNDNB1NS2W10

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

Identification code 

Ordinary shares in Mitchells & Butlers plc (Shares)

GB00B1FP6H53

b)

Nature of the transaction

Option granted on 3 December 2024 in respect of the FY 2025-2027 performance cycle for the Performance Share Plan.

This option will be exercisable for the ninety day period following the end of the performance cycle, subject to the satisfaction of performance conditions, details of which are set out below:

Operating Cash Flow Performance Condition:

The Operating Cash Flow Performance Condition, which applies to 70% of the M&B shares which are subject to the Option, is measured by reference to M&B's cumulative Operating Cash Flow over the Performance Period.

The part of the Option which is subject to the Operating Cash Flow Condition will Vest based on the following schedule:

EPS Performance Condition

The EPS Performance Condition, which applies to 20% of the M&B shares which are subject to the Option, is measured by reference to M&B's Adjusted Earnings per Share growth ('EPS Growth') over the Performance Period.

The part of the Option which is subject to the EPS Performance Condition will Vest based on the following schedule:

Sustainability Performance Condition            

The Sustainability Performance Condition, which applies to 10% of the M&B shares which are subject to the Option, is measured by reference to a reduction in 1, 2 & 3 emissions tCO2e over the Performance Period. The part of the Option which is subject to the Sustainability Performance Condition will Vest in full if there is a reduction of at least 41,891 tCO2e. Any reduction below 41,891 tCO2e will result in the part of the Option which is subject to the Sustainability Performance Condition lapsing in full.

The maximum Share entitlement on satisfaction of the performance conditions in full is shown in (c) below (excluding any dividend equivalent shares that may be received by the participant in respect of any Shares that vest under the option). In accordance with the Company's Remuneration Policy vested shares are subject to a two year holding period and post cessation holding requirements.

c) 

Price(s) and volume(s) 

 The option is granted over a maximum of 494,908 Shares. The share price used to determine the number of Shares under option was £2.455 per Share (being the middle market quotation of a Share for the business day prior to the grant date).

No amount was payable on the grant of the option.

d)

Aggregated information 

- Aggregated volume 

- Price 

N/A (single transaction)

e) 

Date of the transaction 

3 December 2024

f)

Place of the transaction 

London Stock Exchange

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Tim Jones

2 

Reason for the notification 

a) 

Position/status 

Director

b) 

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor 

a) 

Name 

Mitchells & Butlers plc

b) 

213800JHYNDNB1NS2W10

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

Identification code 

Ordinary shares in Mitchells & Butlers plc (Shares)

GB00B1FP6H53

b)

Nature of the transaction

Option granted on 3 December 2024 in respect of the FY 2025-2027 performance cycle for the Performance Share Plan.

This option will be exercisable for the ninety day period following the end of the performance cycle, subject to the satisfaction of performance conditions, details of which are set out below:

Operating Cash Flow Performance Condition:

The Operating Cash Flow Performance Condition, which applies to 70% of the M&B shares which are subject to the Option, is measured by reference to M&B's cumulative Operating Cash Flow over the Performance Period.

The part of the Option which is subject to the Operating Cash Flow Condition will Vest based on the following schedule:

EPS Performance Condition

The EPS Performance Condition, which applies to 20% of the M&B shares which are subject to the Option, is measured by reference to M&B's Adjusted Earnings per Share growth ('EPS Growth') over the Performance Period.

The part of the Option which is subject to the EPS Performance Condition will Vest based on the following schedule:

Sustainability Performance Condition            

The Sustainability Performance Condition, which applies to 10% of the M&B shares which are subject to the Option, is measured by reference to a reduction in 1, 2 & 3 emissions tCO2e over the Performance Period. The part of the Option which is subject to the Sustainability Performance Condition will Vest in full if there is a reduction of at least 41,891 tCO2e. Any reduction below 41,891 tCO2e will result in the part of the Option which is subject to the Sustainability Performance Condition lapsing in full.

The maximum Share entitlement on satisfaction of the performance conditions in full is shown in (c) below (excluding any dividend equivalent shares that may be received by the participant in respect of any Shares that vest under the option). In accordance with the Company's Remuneration Policy vested shares are subject to a two year holding period and post cessation holding requirements.

c) 

Price(s) and volume(s) 

 The option is granted over a maximum of 413,849 Shares. The share price used to determine the number of Shares under option was £2.455 per Share (being the middle market quotation of a Share for the business day prior to the grant date).

No amount was payable on the grant of the option.

d)

Aggregated information 

- Aggregated volume 

- Price 

N/A (single transaction)

e) 

Date of the transaction 

3 December 2024

f)

Place of the transaction 

London Stock Exchange

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Andrew Freeman

2 

Reason for the notification 

a) 

Position/status 

PDMR

b) 

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor 

a) 

Name 

Mitchells & Butlers plc

b) 

213800JHYNDNB1NS2W10

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

Identification code 

Ordinary shares in Mitchells & Butlers plc (Shares)

GB00B1FP6H53

b)

Nature of the transaction

Option granted on 3 December 2024 in respect of the FY 2025-2027 performance cycle for the Performance Share Plan.

This option will be exercisable for the ninety day period following the end of the performance cycle, subject to the satisfaction of performance conditions, details of which are set out below:

Operating Cash Flow Performance Condition:

The Operating Cash Flow Performance Condition, which applies to 70% of the M&B shares which are subject to the Option, is measured by reference to M&B's cumulative Operating Cash Flow over the Performance Period.

The part of the Option which is subject to the Operating Cash Flow Condition will Vest based on the following schedule:

EPS Performance Condition

The EPS Performance Condition, which applies to 20% of the M&B shares which are subject to the Option, is measured by reference to M&B's Adjusted Earnings per Share growth ('EPS Growth') over the Performance Period.

The part of the Option which is subject to the EPS Performance Condition will Vest based on the following schedule:

Sustainability Performance Condition            

The Sustainability Performance Condition, which applies to 10% of the M&B shares which are subject to the Option, is measured by reference to a reduction in 1, 2 & 3 emissions tCO2e over the Performance Period. The part of the Option which is subject to the Sustainability Performance Condition will Vest in full if there is a reduction of at least 41,891 tCO2e. Any reduction below 41,891 tCO2e will result in the part of the Option which is subject to the Sustainability Performance Condition lapsing in full.

 The maximum Share entitlement on satisfaction of the performance conditions in full is shown in (c) below (excluding any dividend equivalent shares that may be received by the participant in respect of any Shares that vest under the option).

c) 

Price(s) and volume(s) 

The option is granted over a maximum of 109,832 Shares. The share price used to determine the number of Shares under option was £2.455 per Share (being the middle market quotation of a Share for the business day prior to the grant date).

No amount was payable on the grant of the option.

d)

Aggregated information 

- Aggregated volume 

- Price 

N/A (single transaction)

e) 

Date of the transaction 

3 December 2024

f)

Place of the transaction 

London Stock Exchange