Merlin Entertainments : Director/PDMR Shareholding - PSP Award

Merlin Entertainments plc

6 September 2018

Notification of Transactions of

Persons Discharging Managerial Responsibility (PDMRs)

Grant of Awards to PDMR under the Company's Performance Share Plan

The Company announces that on 3 September 2018 the following PDMR was granted awards over 1 pence ordinary shares in the capital of the Company under the Company's Performance Share Plan (PSP).

Name	Position	Number of Conditional Awards under the PSP*	Number of Unconditional Awards under the PSP**
Fiona Eastwood	Managing Director - Resort Theme Parks	12,772	5,108

* The Conditional Awards are subject to the performance conditions detailed below.

Financial Targets

EPS performance condition (40% of each award)
(2017 base year EPS to 2020)	Adjusted EPS growth	% of EPS part vesting
Below threshold	< 3% p.a.growth	0%
Threshold	3% p.a. growth	20%
Between thresholdand maximum	3% - 10% p.a. growth	20% to100% onsliding scale
Maximum	10 % p.a. growth	100%

ROCE performance condition (40% of each award)
(average of 2018, 2019 and 2020)	Average ROCE	% of ROCE part vesting
Below threshold	< 8%	0%
Threshold	8%	25%
Between thresholdand maximum	8% - 10%	25% to100% onsliding scale
Maximum	10%	100%

The above Adjusted EPS and ROCE targets exclude the impact of LEGOLAND New York (both the part year forecast 2020 earnings forLEGOLAND New York and the capital expenditure associated with its development). It is expected thatLEGOLAND New York will be included in any future PSP awards when there would be at least a full year's trading included in the earnings.

StrategicTargets (20% of each award)
Measure (assessed from 2018 to 2020)
Productivity	Thetargetsmeasurethe benefits ofbusiness simplification projectsand efficiencyimprovementsfrominvestments insystems andprocesses.
Newbusiness development	The targets include thedeliveryof newattractionsand their subsequentperformance. This will include newMidwayattractions,new accommodation and new LEGOLAND Parks.
Customer satisfaction	Customersare at the heartofourbusinessandthetargetsare structuredmeasuring performance based onexternal surveydata.

Each of the Strategic Targets set out in the table above will be independently assessed at the end of the performance period.

The specific Strategic Targets are considered to be commercially sensitive and will be disclosed in full, along with actual performance, at the time of vesting in the 2020 Directors' Remuneration Report.

As in 2017, the vesting of any element of the awards will be subject to satisfying a health and safety underpin which enables the Committee to scale back or indeed cancel awards if it decides that it is appropriate to do so. Market standard recovery and withholding provisions also apply (i.e. trigger events include material misstatement, error or misconduct).

** The Unconditional Awards granted are not subject to the satisfaction of any Performance Conditions and the PSP rules will apply in all other respects. The Unconditional Awards will ordinarily vest on the third anniversary of grant, subject to continued employment.

Set out below are the notifications, made in accordance with the requirements of the EU Market Abuse Regulation, in relation to the PSP.

For further information please contact:

Matthew Jowett

General Counsel and Company Secretary

Merlin Entertainments plc

00 44 1202 634 955

6 September 2018

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Fiona Eastwood
2	Reason for the notification
a)	Position/status	Managing Director - Resort Theme Parks
b)	Initial Notification / Amendment	Initial Notification
3	Details of the issuer
a)	Name	Merlin Entertainments plc
b)	LEI	549300ZTI0VEFO6WV007
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	Performance Share Plan Award over Ordinary shares of 1 pence each GB00BDZT6P94
b)	Nature of the transaction	Grant of Performance Share Plan Awards
c)	Price(s) and volumes	Price(s) Volume(s) NIL 12,772 NIL 5,108
d)	Aggregated information - Aggregated volume - Price	n/a
e)	Date of the transaction	3 Sep 2018
f)	Place of the transaction	Outside a trading venue
g)	Additional Information	none