Vectura : Company Act 2006 S430 (2B) Disclosure

June 10, 2016 at 1:23 PM

Further to the announcements on 16 March 2016 and 8 April 2016, Andrew Oakley stepped down as Chief Financial Officer of Vectura Group plc (the 'Company') with effect from 10 June 2016.

The information required to be made available pursuant to section 430(2B) of the Companies Act 2006 is set out below.

Under the terms of his service agreement, Andrew Oakley is subject to a 12 month notice period. He will receive a Payment In Lieu of Notice for this notice period paid in two stages. A sum of £141,882 in lieu of six months' notice will be paid shortly after his departure. A further payment of £141,882 will be made six months later provided that he has not materially breached any of the terms of his settlement agreement with the Company or commenced employment or engagement elsewhere which provides a total annual remuneration which is equivalent to his 12 month notice entitlement. He will continue to be provided with private medical, private dental and life assurance for 12 months from the date of termination. He will also receive a payment of £96,376 (the first £30,000 of which will be made free of any deductions) by way of compensation and settlement for his other benefits and any potential claims he may have against the Company and the Company will provide up to £30,000 towards outplacement fees.

As disclosed in the Company's recently published Annual Report and Accounts 2015/16 Andrew Oakley will receive an annual bonus payment of £251,000 in respect of the financial year ended 31 March 2016 as normal in June 2016.. He will also be paid a pro-rata bonus payment of £42,891.98 for the period worked from 1 April 2016 to 10 June 2016 based on achievement of personal objectives linked to the completion and closing of the 2015/16 results, establishing targets and budgets for 2016/17 and the completion of the merger.

In accordance with the Company's approved remuneration policy for Directors, Andrew Oakley will be treated as a good leaver under the Company's 2015 long term incentive plan (the 'LTIP'). In light of the considerable delay in granting him his first LTIP award, which was due to the transition between CEOs and the timing of the introduction of the new LTIP, and his contribution to the development of the strategy and importance to the successful completion of the merger with Skyepharma plc, his award will be pro-rated based on the period between his joining the company on 1 January 2015 and his departure. Prior to the application of pro-rating, this award comprises 394,782 shares. The awards will vest at the normal time subject to achievement of the performance conditions.

Save as expressly stated otherwise, all sums payable to Andrew Oakley will be subject to such deductions in respect of tax and national insurance as the Company is required by law to make.

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