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01/10/07 - Director / PDMR Shareholding

Torotrak announces that on 28 September 2007 it granted share awards ("Awards") giving the executive directors and other employees of the Company, the right to receive, subject to the achievement of performance conditions, a maximum of 2,517,361 ordinary shares of 10p each in the capital of the Company ("Shares") under the terms of its Long Term Performance Share Plan (the "Plan"), approved by shareholders in July 2006. The Awards were granted on the basis of a price of 31.15p per Share, being the average closing price for the five business days ended 24th September 2007. Shares awarded to Directors/PDMRs were as follows:


Director/PDMR Maximum No of Shares subject to this Award Resultant total Shares over which options/awards are held Current interest in Shares
Dick Elsy 803,272 2,113,747 517,441
Jeremy Deering 625,926 1,206,607 232,547
James Batchelor 473,444 1,225,880 189,564

Each Award gives the recipient a right to receive up to the maximum number of Shares comprised in it following the third anniversary of the date of grant, subject to the satisfaction of two performance conditions, each applicable to 50 per cent of the Shares in the Award.


The first condition is market related and requires the Company to achieve a measure of Total Shareholder Return ("TSR"). The maximum number of Shares in this part of the award would vest if Torotrak's TSR was ranked in the top quartile of its comparator group. No Shares would be received in this part of the award if Torotrak's TSR was not in the upper 40 per cent of its comparator group (the FTSE techMARK All- Share index) over a three year period.


The second condition relates to Company financial performance based on a measure of cumulative operating cash flow over a three year period. The maximum number of Shares in this part of the award would vest if Torotrak's financial performance exceeded a target set relative to the Company's financial objectives as recently discussed in the Prospectus issued to shareholders on 19 July 2007. No Shares would be received in the second part of the award if Torotrak's financial performance does not achieve a target set relative to those objectives.