Redde Northgate PLC

title: Draft Linklaters24
author: Any Authorised User
date: 2024-07-31 08:52:00+00:00

Table of Contents

Contents Page

1 Definitions 1

2 Granting Awards 2

3 Before Vesting 6

4 Vesting 7

5 Malus and clawback 9

6 Holding Requirement 11

7 Leaving employment and death 13

8 Corporate events 16

9 Changing the Plan and termination 18

10 General 19

Schedule Cash Awards 23

Rules of the ZIGUP plc Long-term Incentive Plan 2024

Definitions

In these rules:

“Acquiring Company” means a person who has or obtains control (within the meaning of Section 995 of the Income Tax Act 2007) of the Company;

“Award” means a Conditional Award or an Option;

“Award Date” means the date on which the Award is granted;

“Change of Control” means:

when a general offer to acquire Shares made by a person (or a group of persons acting in concert) is, becomes or is declared wholly unconditional;

when, under Section 895 of the Companies Act 2006 or equivalent procedure under local legislation, a court sanctions a compromise or arrangement in connection with the acquisition of Shares; or

if the Directors, in their discretion so decide, a person (or a group of persons acting in concert) obtaining control (within the meaning of Section 995 of the Income Tax Act 2007) of the Company in any other way;

“Clawback Period” means the period during which the Directors can decide under rule 5.3 (Clawback) that clawback will apply which, unless the Directors decide otherwise under rule 2.3 (Terms of Awards), will be the period as set out in the Company’s remuneration policy from time to time;

“Company” means ZIGUP plc (registered in England and Wales with registered number 00053171);

“Conditional Award” means a conditional right to acquire Shares granted under the Plan;

“Dealing Restriction” means any restriction on dealing in securities imposed by regulation, statute, order, directive or any code adopted by the Company as varied from time to time;

“Directors” means, subject to rule 8.5 (Directors), the board of directors of the Company or a duly authorised person or group of persons;

“Dividend Equivalent” means a right to an amount in respect of dividends on Shares subject to an Award, as described in rule 2.5 (Dividend Equivalents);

“Employee” means any employee of a Member of the Group;

“Final Exercise Date” means the 10th anniversary of the date on which an Option is granted or an earlier date set under rule 2.3 (Terms of Awards);

“Holding Period” means the period during which a Holding Requirement applies;

“Holding Requirement” means a requirement that Shares be held during the Holding Period as described in rule 7 (Leaving employment and death);

“Holding Share” means a Share which is subject to a Holding Requirement;

“Member of the Group” means:

the Company;

its Subsidiaries from time to time; or

any other company which is associated with the Company and is so designated by the Directors;

“Normal Vesting Date” means the date set by the Directors for Vesting of an Award under rule 2.3 (Terms of Awards);

“Option” means a right to acquire Shares granted under the Plan;

“Option Price” means zero, or the amount payable on the exercise of an Option, as specified under rule 2.3 (Terms of Awards);

“Participant” means a person holding (or who previously held) an Award or their personal representatives;

“Performance Condition” means any condition linked to performance imposed under rule 2.4 (Conditions);

“Performance Period” means the period in respect of which a condition is to be satisfied;

“Plan” means these rules known as “The ZIGUP plc Long-term Incentive Plan 2024”, as changed from time to time;

“Recruitment Award” means an Award granted to facilitate the recruitment of an Employee;

“Shares” means fully paid ordinary shares in the capital of the Company;

“Subsidiary” means a company which is a subsidiary of the Company within the meaning of Section 1159 of the Companies Act 2006. When deciding whether a limited liability partnership is a subsidiary, references in Section 1159 of the Companies Act 2006 to:

voting rights are to the members’ rights to vote on all or substantially all matters which are decided by a vote of the members; and

the right to appoint or remove a majority of its board of directors is to the right to appoint or remove members holding a majority of the voting rights; and

“Vesting” in relation to an Option, means an Option becoming exercisable and, in relation to a Conditional Award, means a Participant becoming entitled to have the Shares issued or transferred to them on the timeframe described in rule 4.3 (Consequences of Vesting for Conditional Awards), and “Vest” and “Vested” have a corresponding meaning.

Granting Awards

Eligibility

The Directors may decide that an Award will be granted to anyone who is an Employee (including an executive director of the Company) on the Award Date in accordance with any selection criteria that the Directors in their discretion may set.

However, unless the Directors consider that special circumstances exist, an Award may not be granted to an Employee who on the Award Date has given or received notice of termination of employment, whether or not such termination is lawful.

Timing of Award

Awards may not be granted at any time after the 10th anniversary of approval of the Plan by the Company in general meeting. Awards may only be granted within 42 days starting on any of the following:

the date of shareholder approval;

the end of any closed period under the UK version of the Market Abuse Regulation (EU) 596/2014 which is part of UK law (as assimilated law by virtue of the European Union (Withdrawal) Act 2018 and Retained EU Law (Revocation and Reform) Act 2023);

the date of the Company’s annual general meeting or any general meeting;

any day on which the Directors resolve that exceptional circumstances exist which justify the grant of Awards;

any day on which changes to the legislation or regulations affecting share plans are announced, effected or made; or

the lifting of Dealing Restrictions which prevented the granting of Awards during any period specified above.

Terms of Awards

Awards are subject to the rules of the Plan from time to time and any conditions. The Directors will determine the terms of each Award, including:

whether the Award is:

a Conditional Award;

an Option;

or a combination of these;

the number of Shares subject to the Award or the basis on which the number of Shares subject to the Award will be calculated;

any condition specified under rule 2.4 (Conditions);

the Normal Vesting Date;

whether or not a Holding Requirement will apply and if so, when the Holding Period will normally end;

whether the Award carries a Dividend Equivalent and, if so, the basis on which it will be calculated, as described in rule 2.5 (Dividend Equivalents);

in relation to Recruitment Awards only, whether or not some or any of the terms on malus and clawback in the Plan should be disapplied;

the Clawback Period; and

for an Option, the Option Price (which may be nil) and (if relevant) the Final Exercise Date.

Conditions

When granting an Award, the Directors may and must where this is required under the Company’s remuneration policy make its Vesting conditional on the satisfaction of one or more conditions which may or may not be linked to the performance of the Company, the Participant, or the Member of the Group in whose business unit the Participant works. A condition will normally be specified when the Award is granted.

The Directors may waive or change a condition in accordance with its terms or if anything happens which causes the Directors reasonably to consider it appropriate to do so.

Dividend Equivalents

The amount of a Dividend Equivalent will be the number of Shares in respect of which the Award Vests multiplied by the per-Share amount of the dividends with a record date between the Award Date and the date of Vesting (“relevant dividends”).

The amount will be payable in accordance with rule 4.5 (Dividend Equivalent).

However, the Directors may determine on grant that:

the amount will be determined as if each relevant dividend were re-invested in further Shares at the market value of a Share on the payment date; or

the amount will be determined as if interest were payable on each relevant dividend from the payment date until the date of Vesting (or exercise, if applicable) at a rate determined by the Directors; and/or

in the case of an Option, the Dividend Equivalent will be:

payable on exercise, not Vesting; and/or

calculated as if relevant dividends were the dividends on a Share the record date for which falls between the Award Date and the date of exercise (rather than the date of Vesting).

Documentation of Awards

The Directors will grant an Award by deed. The deed will set out the terms determined under rule 2.3 (Terms of Awards).

Each Participant will be notified of the terms of their Award (as determined under rule 2.3 (Terms of Awards)) as soon as practicable after the grant.

No payment

A Participant is not required to pay for the grant of any Award.

Administrative errors

If the Directors grant an Award which is inconsistent with rule 2.1 (Eligibility), it will lapse immediately.

If the Directors try to grant an Award which is inconsistent with rules 2.9 (Individual limit for Awards), 2.10 (Plan limits - 10 per cent) or 2.11 (Plan limits - 5 per cent), the Award will be limited and will take effect from the date it is granted on a basis consistent with those rules.

Individual limit for Awards

An Award (other than a Recruitment Award) must not be granted to an Employee if it would at the proposed Award Date, cause the market value of Shares subject to Awards to the Employee granted in respect of that financial year under the Plan (excluding any Recruitment Award) to exceed the maximum limit set out in the Company’s remuneration policy from time to time (regardless of whether such Employee is an executive director subject to the Company’s remuneration policy).

For these purposes, “market value” may be determined by reference to the spot share price or the share price averaged over a period, as specified by the Directors.

For Options (apart from those with a nil Option Price), “the market value of Shares subject to Awards” is to be the economic value of the Options as calculated by the Company.

Subject to rule 10.9 (Consistency with directors’ remuneration policy), this limit may be exceeded if the Directors determine that exceptional circumstances make it desirable that Awards should be granted in excess of that limit.

Any Recruitment Award granted to an Employee who is (or who is contemplated will become) an executive director of the Company will be limited by the recruitment policy set out in the Company’s remuneration policy.

“Basic salary” means gross base salary excluding benefits in kind expressed as an annual rate payable on the Grant Date (or such earlier date as the Directors shall determine). Basic salary payable in a currency other than sterling will be converted into sterling using any rate of exchange which the Directors may reasonably select.

Plan limits - 10 per cent

The Directors must not grant an Award if the number of Shares committed to be issued under that Award exceeds 10 per cent of the ordinary share capital of the Company in issue immediately before that day, when added to the number of Shares which have been issued, or committed to be issued, to satisfy Awards under the Plan, or options or awards under any other employee share plan operated by the Company, granted in the previous 10 years.

Plan limits - 5 per cent

The Directors must not grant an Award if the number of Shares committed to be issued under that Award exceeds 5 per cent of the ordinary share capital of the Company in issue immediately before that day, when added to the number of Shares which have been issued, or committed to be issued, to satisfy Awards under the Plan, or options or awards under any other discretionary employee share plan adopted by the Company, granted in the previous 10 years.

Scope of Plan limits

For the purposes of determining the limits in rules 2.10 (Plan limits – 10 per cent) and 2.11 (Plan limits - 5 per cent), Shares receivable under a Dividend Equivalent (or otherwise in respect of any dividend) are ignored.

As long as so required by the Investment Association shares transferred from treasury are counted as part of the ordinary share capital of the Company, and as shares issued by the Company.

Listing Rules

No Shares will be issued under the Plan if it would cause Listing Rule 6.1.19 (shares in public hands) to be breached.

Before Vesting

Rights

A Participant is not entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to an Award until the Shares are issued or transferred to the Participant.

Transfer

A Participant may not transfer, assign or otherwise dispose of an Award or any rights in respect of it. If the Participant does, whether voluntarily or involuntarily, then it will immediately lapse. This rule 3.2 (Transfer) does not apply:

to the transmission of an Award on the death of a Participant to the personal representatives; or

to the assignment of an Award, with the prior consent of the Directors, subject to any terms and conditions the Directors impose.

Adjustment of Awards

If there is:

a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital;

a demerger (in whatever form) or exempt distribution by virtue of Section 1075 of the Corporation Tax Act 2010;

a special dividend or distribution; or

any other corporate event which might affect the current or future value of any Award,

the Directors may adjust the description, number and/or class of Shares or securities subject to the Award, the method of calculating Dividend Equivalents and/or, in the case of an Option, the Option Price.

No adjustment may be made to the description, number and/or class of Shares or securities subject to an Award in respect of a special dividend which counts towards a Dividend Equivalent for that Award.

If, as a result of the adjustment, the Option Price is less than the nominal value of a Share, the Directors may capitalise reserves at the time of the adjustment on the basis described in rule 4.8 (Issuing Shares for less than nominal value).

Vesting

Determining Vesting

As soon as reasonably practicable after the end of the Performance Period, the Company will determine how many Shares Vest for each Award in accordance with any applicable Condition.

The Directors may adjust the number of Shares in respect of which an Award Vests if, in their discretion, they determine the outcome is not appropriate, taking into account such matters as it considers relevant including, without limitation, the underlying performance of the Company or any Member of the Group, the investor experience, wider employee or stakeholder experience.

Timing of Vesting

Subject to rule 5 (Malus and clawback) and any Holding Requirement, an Award will normally Vest on the latest of:

the date on which the Directors make the determination under rule 4.1 (Determining Vesting);

any other date the Directors set for Vesting when making the determination under rule 4.1 (Determining Vesting);

the Normal Vesting Date; and

the first date on which Vesting is not prevented by a Dealing Restriction.

Consequences of Vesting for Conditional Awards

Subject to any Holding Requirement, within 30 days of a Conditional Award Vesting, the Directors will arrange (subject to rules 4.7 (Tax), 5 (Malus and clawback), 7.4 (Death) and 10.8 (Consents) for the transfer including a transfer out of treasury or issue, to, or to the order of, the Participant, of the number of Shares in respect of which the Award has Vested.

Consequences of Vesting for Options

A Participant may only exercise an Option to the extent it has Vested.

To exercise the Option the Participant must give notice in the prescribed form to the Directors or any person nominated by the Directors and pay the Option Price (if any) or make arrangements, satisfactory to the Directors for its payment.

Within 30 days of a valid exercise of an Option, the Directors will arrange (subject to any Holding Requirement, rules 4.6 (Cash and Share alternative), 4.7 (Tax), 5 (Malus and clawback) and 10.8 (Consents)) for the transfer including a transfer out of treasury or issue to, or to the order of, the Participant, of the number of Shares in respect of which the Option is exercised.

To the extent that an Option has not been exercised by the close of business on the Final Exercise Date, the Company will, unless it has received notice in writing to the contrary and subject to the condition set out below being satisfied, be deemed to have received a valid exercise notice immediately preceding the close of business on the Final Exercise Date, together with a direction to sell sufficient of the Shares issued or transferred on the exercise of the Option to fund any Option Price and any taxation or social security contributions payable under rule 4.7 (Tax). The remaining Shares subject to the Option will be transferred as set out in rule 4.4.3.

The condition referred to above is that A - B is greater than C, calculated as follows: A equals the expected sale proceeds of the Shares resulting from the exercise of the Option. B equals any costs of any sale (including, any actual or estimated liability to taxation, social security contributions and any other related costs in respect of the Option) and C equals the Option Price.

The Option will lapse, at the latest, on the close of business on the Final Exercise Date.

If an Option lapses under more than one provision of the rules of the Plan, the provision resulting in the shortest exercise period will prevail.

Dividend Equivalent

Subject to any determinations under rule 2.5 (Dividend Equivalents), if the Award carries a Dividend Equivalent, it will be paid in cash or Shares (as determined from time to time by the Directors) at or around the same time as the balance of the Award is satisfied.

Cash and Share alternative

The Directors may decide to satisfy an Award (in whole or in part) by paying an equivalent amount in cash (subject to rule 4.7 (Tax)). For Options, the cash amount must be equal to the amount by which the market value of all or some of the Shares in respect of which the Option is exercised, exceeds the Option Price. An Award may be granted on the basis that it will always be satisfied in this manner.

For the avoidance of doubt, an Award which is subject to a Holding Requirement may only be satisfied as described above at or after the end of the Holding Period.

In respect of Awards which consist of a right to receive a cash amount, the Directors may decide instead to satisfy such Awards (and any Dividend Equivalents) by the delivery of Shares (subject to rule 4.7 (Tax)). The number of Shares will be calculated by reference to the market value of the Shares on the date of Vesting for Conditional Awards and the date of exercise for Options.

Tax

The Participant will be responsible for all taxes, social security contributions and other levies or charges arising out of or in connection with an Award or the acquisition, holding or disposal of Shares or any interest in them. But this will only apply to employer social security contributions to the extent that the Directors so decide and to the extent lawful.

If the Directors, any member of the Group or the trustee of any employee benefit trust has any liability to pay or account for any such tax, contribution, levy or charge, it will normally meet the liability by selling Shares to which the Participant becomes entitled on their behalf and using the proceeds to meet the liability.

However, the Directors may decide that the liability will, instead, be met by:

deducting the amount of the liability from any cash payment due under the Plan;

reducing the number of Shares to which the Participant would otherwise be entitled; and/or

deducting the amount from any payment of salary, bonus or other payment due to the Participant.

The Participant will enter into any elections required by the Directors, including elections under Part 7 of the Income Tax (Earnings and Pensions) Act 2003 and/or elections to transfer any liability, or agreements to pay social security contributions.

Notwithstanding anything else in these rules, the Vesting of an Award or the issue or transfer of Shares or any payment of cash may be delayed until the Participant has done all things reasonably required by the Directors to give effect to this rule 4.7 (Tax).

Issuing Shares for less than nominal value

This rule applies where:

an Option is exercised and the Option Price is nil or less than the nominal value of a Share at the time; or

a Conditional Award Vests.

If the Award is to be satisfied by the issue of new Shares, the Directors are authorised to capitalise the reserves of the Company. The amount to be capitalised will be the nominal value of a Share less the Option Price (if any) multiplied by the number of Shares to be issued.

Malus and clawback

Malus (performance adjustment)

Notwithstanding anything else in these rules, the Directors may, at any time before an Award has been satisfied and in their absolute discretion, decide that:

the number of Shares subject to any Award will be reduced;

the Award will lapse (at a time they determine);

Vesting and/or satisfaction of the Award will be delayed until any action or investigation is completed; and/or

additional conditions will be imposed on the Vesting or satisfaction of the Award.

The following will apply where there is a delay under rule 5.1.3:

If a Participant leaves employment after the date on which the Award would have Vested, but for the delay then, unless the Directors decide otherwise, rule 7 (Leaving employment and death) will not apply. The Award will continue and Vest to the relevant extent (subject to any further adjustment under this rule 5 (Malus and clawback)) when the action or investigation is completed.

Vesting of the Award or satisfaction of the Award will not be delayed beyond any date on which Vesting or satisfaction would otherwise occur under rule 8 (Corporate events).

For the avoidance of doubt, there may (or may not) be an adjustment or further adjustment under this rule 5 (Malus and clawback) following completion of any action or investigation.

Examples of events giving rise to malus

Without limiting their discretion under rule 5.1 (Malus (performance adjustment)), the following events are examples of what the Directors may take into account in making any decision under these rules:

The Directors consider that there is reasonable evidence of misconduct or material error by the Participant.

Results announced for any financial year before Vesting have subsequently appeared materially financially inaccurate or misleading as determined by the Directors.

There has been a failure of risk management for which the Participant was or is directly or indirectly responsible which has resulted in a material financial loss for the Group.

Any error or a material misstatement has resulted in an overpayment or over-allocation to Participants, whether in the form of Awards under the Plan or otherwise.

The Participant’s behaviour has fallen below that which would have been expected and the Directors determine that this has resulted in material reputational damage to the Group or any member of the Group.

An exceptional event or events occurs that has had or may have a material effect on the value or reputation of any member of the Group (excluding an exceptional event or events which have a material adverse effect on global macroeconomic conditions).

The Company or entities representing a material proportion of the Group becomes insolvent or otherwise suffers a corporate failure so that ordinary shares in the Company cease to have material value, provided that the Directors determine, following an appropriate review of accountability, that the Participant should be held responsible (in whole or in part) for that insolvency or failure.

Clawback

Notwithstanding anything else in these rules, the Directors may, in their absolute discretion, at any time during the Clawback Period, decide that clawback will apply if:

The Directors consider that there is reasonable evidence of misconduct or material error by the Participant.

There was a material misstatement in the audited accounts of the Company for a period that was wholly or partly before the end of the financial year by reference to which any Performance Condition was assessed.

Circumstances have arisen which permit clawback under any other incentive plan in which the Participant participates.

There has been a failure of risk management for which the Participant was or is directly or indirectly responsible which has resulted in a material financial loss for the Group.

The assessment of the satisfaction of any Performance Condition was based on error or inaccurate or misleading information.

If clawback applies, the Directors may decide that the Participant must:

transfer to or to the order of the Company a number of Shares which is equal to (or less than) the number of Shares issued or transferred to them pursuant to the Award;

pay to or to the order of the Company an amount representing the value of the Shares acquired under the Award; and/or

pay to or to the order of the Company an amount equal to any cash payment made to them pursuant to the Award.

In addition, the Directors may decide that any Award, bonus or other benefit which might have been granted, Vested or paid to the Participant under this or any other arrangement will be reduced, not awarded or not Vest.

General

For the avoidance of doubt, rules 5.1 (Malus (performance adjustment)) and 5.3 (Clawback) can apply even if the Participant was not responsible for the event in question or if it took place before the Vesting or grant of the Award.

Those rules may be applied in different ways for different Participants in relation to the same or different events.

The Directors will notify the Participant of any adjustment under rule 5.1 (Malus (performance adjustment)).

Except to the extent the Directors so decide at the time of exchange, neither malus nor clawback will apply to an Award which has been exchanged in accordance with rule 8.4 (Exchange).

Clawback will not apply to an Award which has Vested in accordance with rule 8 (Corporate events).

Without limiting rule 10.1 (Terms of employment), the Participant will not be entitled to any compensation in respect of the operation or purported operation of this rule 5 (Malus and clawback).

Holding Requirement

Effect of Holding Requirement

If an Award is subject to a Holding Requirement, it will Vest at the time and to the extent determined under rule 4.2 (Timing of Vesting), 7.1 (General rule on leaving employment) or 7.3 (Early Vesting) (including any Dividend Equivalent) but:

if the Award is a Conditional Award, the Holding Shares will be issued or transferred (including a transfer out of treasury or otherwise) to the Participant or to another person to be held for the benefit of the Participant (as the Directors determine) on the basis set out in this rule 6 (Holding Requirement); and

if the Award is an Option and it is exercised during the Holding Period, the Holding Shares will be issued or transferred as described above to be held for the balance of the Holding Period, on the basis set out in this rule 6 (Holding Requirement).

If required to do so by the Directors, the Participant must enter into an agreement setting out the basis on which the Holding Shares will be held under this rule 6 (Holding Requirement). If the Participant does not do so in the manner and within the timeframe specified by the Directors, the Award will lapse and the Holding Shares will not be issued or transferred (or will be forfeited if already issued or transferred).

If the Holding Shares had already been transferred to the Participant or to another person to be held for the benefit of the Participant, the Participant will immediately transfer their interest in the Holding Shares, for no consideration or nominal consideration, to any person (which may include the Company, where permitted) specified by the Directors.

Tax

Where tax is payable before the end of the Holding Period, rule 4.7 (Tax) will apply. Shares may be issued or transferred and sold to the extent necessary to satisfy the liability under that rule. The Holding Requirement will apply in respect of the remainder of the Shares.

The Participant must enter into any elections in relation to Holding Shares required by the Directors, including elections under Part 7 of the Income Tax (Earnings and Pensions) Act 2003. If the Participant does not do so within any period specified by the Directors, the Award will lapse at the end of that period and the Holding Shares will not be issued or transferred (or they will be forfeited if already issued or transferred).

Rights during the Holding Period

The Participant will be entitled to vote (or give instructions as to voting) and to receive dividends and have all other rights of a shareholder in respect of the Holding Shares from the date the Shares are issued or transferred.

The Participant may not transfer, assign or otherwise dispose of the Holding Shares or any interest in them (or instruct anyone to do so) except in the case of:

a sale of sufficient entitlements nil-paid in relation to a Holding Share to take up the balance of the entitlements under a rights issue or similar transaction, as determined by the Directors;

to fund any tax in accordance with rule 6.2 (Tax);

an irrevocable undertaking to accept or vote in favour of a transaction contemplated by rule 8.1 (Time of Vesting); or

in any other circumstances if the Directors so allow.

Any securities which the Participant receives in respect of Holding Shares as a result of an event described in rule 3.3 (Adjustment of Awards) during the Holding Period will, unless the Directors decide otherwise, be subject to the same restrictions as the corresponding Holding Shares. This will not apply to any Shares which a Participant acquires on a rights issue or similar transaction to the extent that they exceed the number they would have acquired on a sale of sufficient rights under the rights issued nil-paid to take up the balance of the rights.

For the avoidance of doubt, clawback (under rule 5.3 (Clawback)) will apply to the Holding Shares during the Holding Period.

Leaving employment during the Holding Period

Rule 7 (Leaving employment and death) will not apply to any Holding Shares during the Holding Period and the Holding Requirement will continue to apply after the Participant has left employment.

End of the Holding Period

The Holding Period will end on the earliest of the following:

the date on which the Holding Period would normally end, as set by the Directors under rule 2.3 (Terms of Awards);

the date on which the Participant dies;

the date of a Change of Control; or

any other date determined by the Directors.

At the end of the Holding Period, the restrictions relating to Holding Shares in rule 6.3.2 will cease to apply and the Holding Shares will be transferred to the Participant or as they may direct.

Leaving employment and death

General rule on leaving employment

Unless rule 7.2 (Exceptions) applies, an Award will lapse on the date the Participant leaves employment.

Exceptions

Subject to rule 7.3 (Early Vesting) and 7.4 (Exchange of awards on a sale of employer), an Award will not lapse and the rules will continue to apply if a Participant leaves employment due to:

ill-health, injury or disability, as established to the satisfaction of the Company;

retirement with the agreement of the Participant’s employer;

the Participant’s employing company ceasing to be a Member of the Group;

a transfer of the undertaking, or the part of the undertaking, in which the Participant works to a person which is not a Member of the Group;

redundancy but only in circumstances which give rise to a redundancy payment; or

any other reason, if the Directors so decide in any particular case.

Vesting or exercise of the Award on or after leaving employment will be subject to such additional conditions as the Directors may impose.

Unless the Directors decide otherwise, the number of Shares in respect of which the Award Vests will be reduced as provided for in rule 7.4 (Pro-rating Awards).

Early Vesting

Where a Participant leaves employment for one of the reasons set out in rule 7.2 (Exceptions), the Directors may decide, in their discretion, that the Award will Vest on the date the Participant leaves employment or on any later date chosen by them. Where they do so:

subject to any Holding Requirement, the Award will Vest to the extent that any condition has been or is likely to be satisfied (as determined by the Directors, at the time the Participant leaves employment, in the manner specified in the condition or in such manner as they consider reasonable);

the number of Shares in respect of which the Award Vests will, unless the Directors decide otherwise, be reduced as provided for in rule 7.4 (Pro-rating Awards); and

the Award will lapse to the extent it does not Vest.

Pro-rating Awards

Where rule 7.2 (Exceptions) or 7.3 (Early Vesting) applies, and the Award is subject to a Performance Condition, unless the Directors decide otherwise, the number of Shares in respect of which the Award Vests will be reduced to reflect the proportion of the Performance Period which had elapsed by the date the Participant left employment or to such greater extent as they may determine.

Where rule 7.2 (Exceptions) or 7.3 (Early Vesting) applies, and the Award is not subject to a Performance Condition, unless the Directors decide otherwise, the number of Shares in respect of which the Award Vests will be reduced to reflect the proportion of the period up to the Normal Vesting Date which had elapsed by the date the Participant left employment or to such greater extent as they may determine.

Exchange of awards on a sale of employer

If the Directors, with the agreement of any relevant purchaser, so decide before the event referred to in rules 7.2.3 or 7.2.4 takes effect, Awards will not Vest, but will instead be exchanged, and rules 8.3 (Lapse of Options) to 8.6 (Timing of exchange) will apply. In applying rules 8.4 (Exchange) to 8.7 (Exchange terms), the “Acquiring Company” will mean the relevant purchaser or any company nominated by the relevant purchaser and approved by the Directors.

Death

If a Participant dies, the Award will Vest on the date of death to the extent that any condition has been or is likely to be satisfied (as determined by the Directors, at the date of death, in the manner specified in the condition or in such manner as they consider reasonable) and will lapse as to the balance. The number of Shares in respect of which the Award Vests will, unless the Directors decide otherwise, be reduced as provided for in rule 7.4 (Pro-rating Awards). The Award will lapse to the extent it does not Vest.

The Directors will only arrange for Shares to be issued or transferred, or cash paid to the personal representatives of a deceased Participant if they have produced such evidence as the Directors may require of their status as such. The receipt of any person who has produced such evidence will discharge the Directors from any obligation to the Participant or their estate.

Holding Requirement on death and leaving

If a Participant leaves employment because of ill-health, injury or disability, the Directors may decide that:

the Holding Requirement will not apply to any Award which Vests as a result; and/or

any Holding Period which started before the Participant left employment will come to an end.

If a Participant dies, no Holding Requirement will apply to any Awards which Vest, and any Holding Period which has already started will come to an end.

On leaving in other circumstances, any Holding Requirement will continue to apply to an Award which Vests on or after the Participant has left employment.

General

Unless the Directors decide otherwise, a Participant will only be treated as “leaving employment” when they are no longer an Employee or director of any Member of the Group.

Unless the Directors decide otherwise, a Participant will be treated as leaving employment on the date they give or receive notice terminating employment, whether or not such termination is or would be lawful. However, where rule 7.2 (Exceptions) applies, a Participant will be treated as leaving employment on the date of leaving.

The Directors must make the decision referred to in rule 7.2.6 no later than 60 days after cessation of the relevant Participant’s employment or office.

An Option which does not lapse when the Participant leaves employment will be exercisable for six months, from the date of leaving or, if later, from the date on which it Vests. In the case of death, the Option will be exercisable for 12 months from the date of death.

Overseas transfer

If a Participant remains an Employee but is transferred to work in another country or changes tax residence status and, as a result would:

suffer a tax disadvantage in relation to the Awards (this being shown to the satisfaction of the Directors); or

become subject to restrictions on the ability to exercise Awards or to hold or deal in the Shares or the proceeds of the sale of the Shares acquired on exercise because of the security laws or exchange control laws of the country to which the Participant is transferred,

then the Directors may decide that the Awards will Vest on a date they choose before or after the transfer takes effect. The Award will Vest to the extent they permit and will lapse as to the balance.

Corporate events

Time of Vesting

If there is a Change of Control an Award Vests subject to rules 8.2 (Extent of Vesting) and 8.3 (Lapse of Options).

If the Company is or may be affected by:

any demerger, delisting, distribution (other than an ordinary dividend) or other transaction, which, in the opinion of the Directors, might affect the current or future value of any Award; or

any reverse takeover (not within rule 8.1.1 above), merger by way of a dual listed company or other significant corporate event, as determined by the Directors,

the Directors may allow an Award to Vest. The Award will Vest to the extent specified in rule 8.2 (Extent of Vesting). The Directors may impose other conditions on Vesting.

This rule 8.1.3 applies if an Option Vests as a result of, or has Vested before, a court sanctioning a compromise or arrangement in connection with the acquisition of Shares. The Directors may decide at any time before court sanction that the Option will be deemed exercised (to the extent specified under rule 8.2 (Extent of Vesting) or otherwise) with effect from court sanction, if they consider that the value of consideration receivable for the resulting Shares under the compromise or arrangement would be more than the Option Price. The Option Price will be paid as described in rule 4.7 (Tax) as if it were tax. The Company will notify each affected Participant of this decision and may give the Participant a reasonable opportunity to direct the Company that the Option should not be deemed exercised.

Extent of Vesting

Where an Award Vests under rule 8.1 (Time of Vesting):

If the Award is subject to a condition, unless provided to the contrary by the Performance Condition, the extent to which the Performance Condition has been satisfied in such circumstances will be determined by the Directors on such reasonable basis as they decide having regard to the extent to which it has, or would have, in the opinion of the Directors, been achieved during Performance Period taking into account such factors as they consider appropriate given the curtailed Performance Period. In addition, unless the Directors decide otherwise the Award is reduced proportionately to reflect the acceleration of Vesting.

If the Award is not subject to any condition, unless the Directors decide otherwise, the Award is reduced proportionately to reflect the acceleration of Vesting.

To the extent that the Award does not Vest as a result of this rule 8.2 (Extent of Vesting), the Directors may decide that it will be exchanged (wholly or partly) under rule 8.4 (Exchange).

Lapse of Options

An Option will be exercisable:

following a Change of Control, for six months after the Change of Control or, if earlier, for six weeks after the date on which a notice to acquire Shares under section 979 of the Companies Act 2006 is first served; or

following an event described in rule 8.1.2, for such period (not exceeding one year) as the Directors may set at the time of the event,

and will lapse at the end of that period to the extent it has not been exercised or exchanged.

Exchange

An Award will not Vest (or, in the case of an Option, be exercisable) following an event described in rule 8.1 (Time of Vesting) but will be exchanged pursuant to rule 8.7 (Exchange terms) to the extent that:

an offer to exchange the Award is made and accepted by a Participant; or

the Directors, with the consent of the Acquiring Company, decide before Change of Control that the Award will be automatically exchanged.

An Award will also be exchanged under this rule 8.4 (Exchange) if rule 7.4 (Exchange of awards on a sale of employer) applies.

Directors

In this rule 8 (Corporate events), “Directors” means those people who were members of the remuneration committee of the Company immediately before the Change of Control.

Timing of exchange

Where an Award is to be exchanged under rule 8.4 (Exchange), the exchange is effective immediately following the relevant event.

Exchange terms

Where a Participant is granted a new award in exchange for an existing Award, the new Award:

must confer a right to acquire shares in the Acquiring Company or another body corporate determined by the Acquiring Company;

must be equivalent to the existing Award, subject to rules 5.4.5 and 8.7.4;

is treated as having been acquired at the same time as the existing Award and, subject to rule 8.7.4, Vests in the same manner and at the same time;

must:

be subject to a condition which is, so far as possible, equivalent to any condition applying to the existing Award; or

not be subject to any condition but be in respect of the number of shares which is equivalent to the number of Shares comprised in the existing Award which would have Vested under rule 8.2 (Extent of Vesting) and Vest at the end of the original Performance Period (if applicable) or on the Normal Vesting Date set by the Directors on the grant of the Award; and/or

be subject to such other terms as the Directors consider appropriate in all the circumstances,

but where the Award is exchanged to the extent it does not Vest under rule 8.2 (Extent of Vesting), it need not be subject to any condition; and

is governed by the rules of the Plan from time to time, excluding rule 9.2 (Shareholder approval), as if references to Shares were references to the shares over which the new award is granted and references to the Company were references to the Acquiring Company or the body corporate determined under rule 8.7.1 above.

Changing the Plan and termination

Directors’ powers

Subject to rule 9.2 (Shareholder approval), the Directors may at any time change the Plan in any way, including changes to the terms of any existing Award which are:

to the disadvantage of the Participant;

to the advantage of the Participant but only if the Plan would permit a new Award to be granted on those changed terms.

Shareholder approval

Except as described in rule 9.1.2 and 9.2.2, the Company in general meeting must approve in advance by ordinary resolution any proposed change to the Plan to the advantage of present or future Participants, which relates to:

the Participants;

the limitations on the amount or number of Shares, cash or other benefits subject to the Plan;

the individual limit for each Participant under the Plan;

the basis for determining a Participant’s entitlement to, and the terms of, securities, cash or other benefit to be provided and for the adjustment thereof (if any) if there is a capitalisation issue, rights issue or open offer, sub-division or consolidation of shares or reduction of capital or any other variation of capital; or

the terms of this rule 9.2.1.

The Directors can change the Plan and need not obtain the approval of the Company in general meeting for any minor changes:

to benefit the administration of the Plan;

to comply with or take account of the provisions of any proposed or existing legislation;

to take account of any changes to legislation; or

to obtain or maintain favourable tax, exchange control or regulatory treatment of the Company, any Subsidiary or any present or future Participant.

The Directors may, without obtaining the approval of the Company in general meeting, establish further plans (by way of schedules to the rules or otherwise) based on the rules, but modified to take account of local tax, exchange control or securities law in non-UK territories. However, any Shares made available under such plans are treated as counting against any limits on individual or overall participation in the Plan under rules 2.10 (Plan limits - 10 per cent), 2.11 (Plan limits - 5 per cent) and 2.12 (Scope of Plan limits).

The Company in general meeting must approve in advance by ordinary resolution any proposed change to rules 2.10 (Plan limits - 10 per cent) to 2.13 (Listing Rules).

Employees’ share scheme

No amendment or operation of the Plan will be effective to the extent that the Plan would cease to be an “employees’ share scheme” as defined in Section 1166 of the Companies Act 2006.

Notice

The Directors are not required to give Participants notice of any changes.

Termination

The Plan will terminate on the 10th anniversary of approval of the Plan, but the Directors may terminate the Plan at any time before that date. The termination of the Plan will not affect existing Awards.

General

Terms of employment

This rule 10.1 (Terms of employment) applies during an Employee’s employment and after the termination of an Employee’s employment, whether or not the termination is lawful.

Nothing in the rules or the operation of the Plan forms part of the contract of employment of an Employee. The rights and obligations arising from the employment relationship between the Employee and the employer are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment.

No Employee has a right to participate in the Plan. Participation in the Plan or the grant of Awards on a particular basis in any year does not create any right to or expectation of participation in the Plan or the grant of Awards on the same basis, or at all, in any future year.

The terms of the Plan do not entitle the Employee to the exercise of any discretion in the Employee’s favour.

The Employee will have no claim or right of action in respect of any decision, omission or discretion, which may operate to the disadvantage of the Employee even if it is unreasonable, irrational, capricious, arbitrary or might be regarded as being in breach of the duty of trust and confidence (and/or any other implied duty) between the Employee and the employer.

No Employee has any right to compensation for any loss in relation to the Plan, including any loss in relation to:

any loss or reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment);

any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any failure to exercise a discretion or take a decision; or

the operation, suspension, termination or amendment of the Plan.

Directors’ decisions final and binding

The decision of the Directors on the interpretation of the Plan or in any dispute relating to an Award or matter relating to the Plan will be final and conclusive.

Third party rights

Nothing in this Plan confers any benefit, right or expectation on a person who is not a Participant. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 or any equivalent local legislation to enforce any term of this Plan. This does not affect any other right or remedy of a third party which may exist.

Documents sent to shareholders

The Company is not required to send to Participants copies of any documents or notices normally sent to the holders of its Shares.

Costs

The Company will pay the costs of introducing and administering the Plan. The Company may ask a Participant’s employer to bear the costs in respect of an Award to that Participant.

Employee trust

The Company and any Subsidiary may provide money to the trustee of any trust or any other person to enable them to acquire Shares to be held for the purposes of the Plan or enter into any guarantee or indemnity for those purposes, to the extent permitted by Section 682 of the Companies Act 2006 or any applicable law.

Participants’ information

Subject to rule 10.7.2, by participating in the Plan and accepting an Award, the Participant consents to the holding and processing of personal information the Participant provides to any Member of the Group, trustee or third-party service provider, for all purposes relating to the operation of the Plan. These include, but are not limited to:

administering and maintaining Participant records;

providing information to Members of the Group, trustees of any employee benefit trust, registrars, brokers or third-party administrators of the Plan;

providing information to future purchasers or merger partners of the Company, the Participant’s employing company, or the business in which the Participant works; and

transferring information about the Participant to any country or territory that may not provide the same statutory protection for the information as the Participant’s home country.

The basis for any processing of personal information about the Participant under the EU’s General Data Protection Regulation (2016/679) (“GDPR”) (or any successor laws, including its incorporation into UK law as the UK GDPR) is set out in the Company’s Employee Privacy Notice available on the Company’s intranet and is not the consent given under rule 10.7.1. The Employee Privacy Notice also contains details about how the Participant’s personal information is processed and the Participant’s rights in relation to that information. The Participant has a right to review the Employee Privacy Notice.

Consents

All allotments, issues and transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in the United Kingdom or elsewhere. The Participant is responsible for complying with any requirements to obtain or avoid the necessity for any such consent.

Consistency with directors’ remuneration policy

Nothing in these rules or the terms of any Award will oblige the Company or any other person to make any remuneration payment or payment for loss of office which would be in breach of Chapter 4A of Part 10 of the Companies Act 2006 (which requires such payments to be within an approved remuneration policy).

The Company will not be obliged to seek the approval of its shareholders in general meeting for any such payment but may make such changes as are necessary or desirable to the terms of any payment to ensure that it is not in breach of that Chapter.

Share rights

Shares issued to satisfy Awards under the Plan will rank equally in all respects with the Shares in issue on the date of allotment. They will not rank for any rights attaching to Shares by reference to a record date preceding the date of allotment. Where Shares are transferred to a Participant, including a transfer out of treasury, the Participant will be entitled to all rights attaching to the Shares by reference to a record date on or after the transfer date. The Participant will not be entitled to rights before that date.

Listing

If and so long as the Shares are listed and traded on a public market, the Company will apply for listing of any Shares issued under the Plan as soon as practicable.

Notices

Any information or notice to a person who is or will be eligible to be a Participant under or in connection with the Plan may be posted, or sent by electronic means, in such manner to such address as the Company considers appropriate, including publication on any website.

Any information or notice to the Company or other duly appointed agent under or in connection with the Plan may be sent by post or transmitted to it at its registered office or such other place, or by such other means, as the Directors or duly appointed agent may decide and notify Participants.

Notices sent by post will be deemed to have been given on the second day after the date of posting. However, notices sent by or to a Participant who is working overseas will be deemed to have been given on the seventh day after the date of posting. Notices sent by electronic means, in the absence of evidence to the contrary, will be deemed to have been received on the day after sending.

Governing law and jurisdiction

English law governs the Plan and all Awards and their construction. The English courts have non-exclusive jurisdiction in respect of disputes arising under or in connection with the Plan or any Award.

Schedule
Cash Awards

The rules of the ZIGUP plc Long-term Incentive Plan 2024 (the “Plan”) will apply to a right (a “Cash Award”) to receive a cash sum granted or to be granted under this Schedule as if it was a Conditional Award, except as set out in this Schedule. Where there is any conflict between the Plan and this Schedule, the terms of this Schedule shall prevail.

The Directors may grant or procure the grant of a Cash Award.

Each Cash Award shall relate to a given number of notional Shares.

On the Vesting of the Cash Award, the holder of that Award shall be entitled to a cash sum which will be equal to the “Cash Value” of the notional Vested Shares, where the Cash Value of a notional Share is the market value of a Share on the date of Vesting as determined by the Directors.

The cash sum payable under paragraph 3 above will be paid by the employer of the Participant (or any other Member of the Group as the Directors decide) as soon as practicable after the Vesting of the Cash Award, net of any deductions (on account of tax or similar liabilities) as may be required by law.

For the avoidance of doubt, a Cash Award will not confer any right on the holder of such an Award to receive Shares or any interest in Shares.


	RULES OF THE ZIGUP PLC
LONG-TERM INCENTIVE PLAN 2024



	ZIGUP PLC

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