18 March 2025

Pearson plc

Announcement of share repurchase programme

Further to its announcement on 28 February 2025 at its Preliminary Results, Pearson plc (the Company) announces that it is to commence the first tranche of its £350 million share buyback programme (the Programme). The first tranche of the Programme will be in the sum of £175 million and will commence today, 18 March 2025, and is anticipated to end on or before 18 August 2025 (the Engagement Period). Purchases may continue during any closed periods of the Company during the Engagement Period.  

The Company has entered into an engagement with Morgan Stanley & Co. International plc (the Bank) under which it has issued a non-discretionary irrevocable instruction to the Bank to manage the first tranche of the Programme. The Bank will carry out the instruction through the acquisition of ordinary shares in the Company for subsequent repurchase by the Company. The Bank will make trading decisions in relation to the Company's ordinary shares repurchased under the first tranche of the Programme independently of, and uninfluenced by, the Company.

Any acquisitions of its ordinary shares by the Company will be effected within certain pre-set parameters set out in the Bank's engagement letter, and in accordance with the Company's AGM authority to repurchase ordinary shares (at the AGM on 26 April 2024, shareholders gave the Company authority to purchase a maximum of 68,659,005 ordinary shares), Chapter 9 of the Financial Conduct Authority's UK Listing Rules and the provisions of the Market Abuse Regulation 596/2014/EU (as it forms part of UK law pursuant to the European Union (Withdrawal) Act 2018, as amended) and will be discontinued in the event that the Company ceases to have the necessary general authority to repurchase ordinary shares.

The Company intends to enter into arrangements to commence a second tranche of the Programme in the sum of £175 million in due course. 

The sole purpose of the Programme is to reduce the capital of the Company. As such, the Company will cancel any ordinary shares purchased.

For the avoidance of doubt, no repurchases will be made in respect of the Company's American Depositary Receipts.

The Bank may undertake transactions in the Company's ordinary shares during the Engagement Period in order to manage its market exposure under the first tranche of the Programme.

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