TR-1: Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer andto the FCA in Microsoft Word format if possible)i

1a. Identity of the issuer or the underlying issuer

of existing shares to which voting rights are

PEARSON PLC

attachedii:

1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate)

Non-UK issuer

2. Reason for the notification (please mark the appropriate box or boxes with an "X")

An acquisition or disposal of voting rights

X

An acquisition or disposal of financial instruments

X

An event changing the breakdown of voting rights

Other (please specify)iii

3. Details of person subject to the notification obligationiv

Name

The Goldman Sachs Group, Inc.

City and country of registered office (if applicable)

Corporation Trust Center, 1209 Orange Street,

Wilmington DE 19801, USA

4. Full name of shareholder(s) (if different from 3.)v

Name

City and country of registered office (if applicable)

5. Date on which the threshold was crossed or

03/10/2019

reachedvi:

6. Date on which issuer notified (DD/MM/YYYY):

07/10/2019

7. Total positions of person(s) subject to the notification obligation

% of voting rights

% of voting rights

Total number of

through financial in-

Total of both in %

attached to shares

voting rights of

struments

(8.A + 8.B)

(total of 8. A)

issuervii

(total of 8.B 1 + 8.B 2)

Resulting situation

on the date on which

0.19%

0.68%

0.87%

782,054,530

threshold was

crossed or reached

Position of previous

notification (if

0.47%

5.51%

5.98%

applicable)

1

8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii

A: Voting rights attached to shares

Class/type of

Number of voting rightsix

% of voting rights

shares

ISIN code (if possible)

Direct

Indirect

Direct

Indirect

(Art 9 of Directive

(Art 10 of Directive

(Art 9 of Directive

(Art 10 of Directive

2004/109/EC)

2004/109/EC)

2004/109/EC) (DTR5.1)

2004/109/EC)

(DTR5.1)

(DTR5.2.1)

(DTR5.2.1)

GB0006776081

996,239

0.13%

US7050151056

489,800

0.06%

SUBTOTAL 8. A

1,486,039

0.19%

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))

Exercise/

Number of voting rights

Type of financial in-

Expiration

that may be acquired if

% of voting rights

Conversion Peri-

strument

x

the instrument is

date

odxi

exercised/converted.

Securities Lending

Open

5,159,061

0.66%

SUBTOTAL 8. B.1

5,159,061

0.66%

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

Exercise/

Physical or

Number of

Type of financial

Expiration

Conver-

cash

% of voting rights

instrument

datex

sion

xii

voting rights

Period xi

settlement

Swap

20/05/2020

Cash

159,411

0.02%

CFD

01/10/2029

Cash

13,454

0.002%

SUBTOTAL

172,865

0.02%

8.B.2

2

9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X")

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii

Fullchain of controlled undertakings through which the voting rights and/or the

financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv X (please add additional rows as necessary)

% of voting rights if it

% of voting rights

Total of both if it

through financial in-

equals or is higher

equals or is higher

Namexv

struments if it equals

than the notifiable

or is higher than the

than the notifiable

threshold

threshold

notifiable threshold

The Goldman Sachs

Group, Inc.

Goldman Sachs & Co. LLC

The Goldman Sachs

Group, Inc.

GSAM Holdings LLC

Goldman Sachs Asset

Management, L.P.

Goldman Sachs Asset

Management International

Holdings L.L.C.

Goldman Sachs Asset

Management Co., Ltd.

The Goldman Sachs

Group, Inc.

IMD Holdings LLC

United Capital Financial

Partners, Inc.

United Capital Financial

Advisers, LLC

The Goldman Sachs

Group, Inc.

GSAM Holdings LLC

Goldman Sachs Asset

Management, L.P.

10. In case of proxy voting, please identify:

Name of the proxy holder

N/A

The number and % of voting rights held

N/A

3

The date until which the voting rights will be held

N/A

11. Additional informationxvi

Please note, total amount of voting rights have been rounded to 2 decimal places therefore there is a possibility of a rounding error.

General email contact: gs-regops-emea-position-enquiries@gs.com

Place of completion

London

Date of completion

07/10/2019

Natalie White

Deputy Company Secretary

Pearson plc

08 October 2019

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Pearson plc published this content on 08 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 October 2019 10:54:02 UTC