Perform : Replacement - Form 8 (OPD)

(a) Identity of the party to the offer making the disclosure:

Perform Group plc (the "Company" )

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each party to the offer

Perform Group plc

(d) Is the party to the offer making the disclosure the offeror or the offeree?

OFFEREE

(e) Date position held:

12 September 2014

(f)  Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?

NO

Class of relevant security:

Ordinary shares of 2 7/9 pence

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

None

-

None

-

(2) Derivatives (other than options):

None

-

None

-

(3) Options and agreements to purchase/sell:

None

-

None

-

TOTAL:

None

-

None

-

Class of relevant security in relation to which subscription right exists:

N/A

Details, including nature of the rights concerned and relevant percentages:

N/A

Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code):

N/A

Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure:

Shares

1The number of Perform Shares held by Simon Christofer Denyer is 24,230,949, which is 88,761 higher than the figure shown in the original Opening Position Disclosure released by Perform on 15 September 2014. The disclosure of 24,142,188 Perform Shares in the Opening Position Disclosure was incorrect as it did not take into account a recently vested award in respect of 88,761 Perform Shares.

Conditional Share Awards

For Simon Christofer Denyer and Oliver Michael Slipper, Conditional Share Awards granted in respect of:

•           133,340 Shares on 23 March 2012;

•           88,111 Shares on 11 April 2013; and

•           171,851 Shares on 4 April 2014;

(393,302 Shares in total) (each an "Award" ) under the Company's Performance Share Plan (the "PSP" ).

For Richard Edward McMorris, Conditional Share Awards granted in respect of:

•           70,807 Shares on 23 March 2012;

•           46,809 Shares on 11 April 2013; and

•           91,295 Shares on 4 April 2014;

(208,911 Shares in total) (each an "Award" ) under the PSP.

Each Award will not vest until three years after the date of that Award.

In accordance with the PSP rules, the Awards are conditional on, and the number of Shares awarded may fluctuate pursuant to, the satisfaction of performance conditions and continued employment. The performance conditions are:

(i)         based on a matrix of growth in earnings per share and growth in revenue with vesting determined on a straight-line, pro rata basis; and

(ii)         in the form of compound annual growth rate.

Provisional Conditional Share Awards

On 28 August 2014  the remuneration committee of the Company exercised its discretion and determined to approve a conditional share award of a maximum of 300% of salary to Ashley Milton. This has not been formally granted to him at the time of this disclosure. As a result it is not possible to give a figure for the potential maximum number of shares he may be awarded, as the share reference price for calculating that number is set on or about the date of the grant of the award.

Any confirmed award will not vest until three years after the date of that award.

In accordance with the PSP rules, the award will be conditional on, and the number of Shares awarded may fluctuate pursuant to, the satisfaction of performance conditions and continued employment. The performance conditions are:

(i)         based on a matrix of growth in earnings per share and growth in revenue with vesting determined on a straight-line, pro rata basis; and

(ii)         in the form of compound annual growth rate.

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

If there are no such agreements, arrangements or understandings, state "none"

none

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i)  the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

none

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

12 September 2014

Richard McMorris, Company Secretary

0203 372 0600