Torotrak plc

("Torotrak" or the "Company")

Director/ PDMR Shareholding

Torotrak announces that on 6 August 2008 it granted share awards ("Awards") giving the executive directors and other senior employees of the Company the right to receive, subject to the achievement of performance conditions, a maximum of 2,299,939 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 at the Company's Annual General Meeting in July 2006.   The maximum number of Shares awarded was calculated using a price of 19.25 pence per Share, being the average middle market closing price for the five business days ended 31 July 2008.  

The Awards to Directors/PDMRs were as follows:

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 ("Vesting Date"), 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 will vest if Torotrak's TSR is ranked at the Vesting Date in the top quartile of its comparator group (the FTSE techMARK All- Share index). No Shares will be received in this part of the award if Torotrak's TSR is not ranked at the Vesting Date in the upper 40 per cent. of its comparator group over a three year period.  

The second condition relates to the Company's 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 will vest if Torotrak's financial performance exceeds an outperformance target set relative to the Company's business plan. No Shares will be received in the second part of the award if Torotrak's financial performance does not achieve a measure relating to the business plan.

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