Liontrust Asset Management PLC

Remuneration Information • Aug 14, 2024

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1 Bengal Court

1 Interpretation 1

2 Grant of Options 5

3 Overall limit 7

4 Individual limit 8

5 Performance Conditions 8

6 Vesting and exercise 8

7 Cessation of employment 10

8 Corporate events 11

9 Lapse of Option 15

10 Capital Variations etc 15

11 Shares delivered under Plan 16

12 Contractual rights 16

13 Administration 17

14 Amendment of Rules 18

15 Notices 19

16 Governing law and jurisdiction 19

17 Termination of Plan 19

a general offer to acquire:

HMRC

His Majesty’s Revenue & Customs;

ITEPA 2003

of a Share on any day:

TCGA 1992

In these Rules, unless otherwise specified:

The Committee may grant an Option within the period of 42 days commencing on:

An Option Certificate shall state:

10 per cent in 10 years

For the purpose of the limit contained in Rule 3.2:

Notwithstanding paragraph (a) above, no Option may be exercised:

Notwithstanding Rule 6.1 but subject to the remainder of this Rule 8, if:

Notwithstanding Rule 6.1, if the Committee considers that it is likely that:

If in consequence of:

If another company (the “Acquiring Company”):

In this Rule 8.4, “Appropriate Period” means:

An Option shall lapse on the earliest of:

Notwithstanding any other provision of the Plan:

except for:

17

18

Rules

of

The Liontrust Asset Management Plc

Company Share Option Plan

Adopted by resolution of the Board on 22nd March 2018

As amended up to [insert] 2024

Birchin Lane

London

EC3V 9DD

Tel: 020 7283 7200

Fax: 020 7283 4119

www.mm-k.com

Contents

Rules of the Liontrust Asset Management Plc Company Share Option Plan

Interpretation

Definitions

In these Rules, unless the context otherwise requires, the following words and expressions have the meanings given below:

Adoption Date

the date on which the Plan is adopted by the Board;

Announcement Date

the date on which the Company announces its annual or half-yearly results for a Financial Year, including a preliminary announcement;

Associated Company

has the same meaning as in paragraph 35 of Schedule 4;

Board

the board of directors of the Company or a duly authorised committee thereof;

Bound or Entitled

bound or entitled to acquire shares in the Company under sections 979 to 982 or 983 to 985 of CA 2006 (takeover offers: right of offeror to buy out minority shareholder etc);

CA 2006

the Companies Act 2006;

Capital Variation

any variation in the share capital of the Company by way of capitalisation or rights issue, consolidation, subdivision or reduction or otherwise;

Cause

any material breach by an Option Holder of his contract of employment;

Committee

the remuneration committee of the Board;

Company

Liontrust Asset Management Plc which is registered in England (company number 2954692) and whose registered office is at 2 Savoy Court, London WC2R 0EZ;

Compromise or Arrangement

a compromise or arrangement sanctioned by the court under section 899 of CA 2006 applicable to or affecting:

all the ordinary share capital of the Company or all the shares of the same class as the shares to which an Option relates, or

all the Shares, or all the shares of that same class, which are held by a class of shareholders identified otherwise than by reference to their employment or directorships or their participation in a CSOP;

Control

the meaning given to that word by section 719 of ITEPA 2003;

CSOP

a Schedule 4 CSOP scheme within the meaning given in paragraph 1 and Part 7 of Schedule 4;

Dealing Day

any day on which the stock market or exchange on which Shares are traded is open for business;

Employees’ Share Scheme

has the meaning set out in section 1166 of CA 2006;

Expiry Date

the latest date on which an Option may be exercised, determined by the Committee and specified in the Option Certificate;

Financial Year

an accounting reference period of the Company;

General Offer

the whole of the issued ordinary share capital of the Company (other than any capital already held by the person making the offer or a person connected with that person) which is made on a condition such that, if it is met, the person making the offer will have Control of the Company, or

all the shares in the Company (other than any shares already held by the person making the offer or a person connected with that person) which are of the same class as the Shares subject to an Option

whether or not the general offer is made to different shareholders by different means;

Grant Date

the date on which an Option is granted to a Qualifying Employee determined in accordance with Rule 2.4;

Group

the Company and the Subsidiaries from time to time and “member of the Group” shall be construed accordingly;

Group Employee

any director or bona fide employee of the Company or an Associated Company of the Company;

HMRC

His Majesty’s Revenue & Customs;

the Income Tax (Earnings and Pensions) Act 2003;

Key Feature

a provision in the Plan which is necessary to meet the requirements of Parts 2 to 6 of Schedule 4;

London Stock Exchange

London Stock Exchange Plc or any successor body;

Market Value

if the Shares are listed on the London Stock Exchange, the closing price of a Share (as derived from the official list for the exchange) for the immediately preceding Dealing Day or, if the Committee so decides, the average of the closing prices of a Share over a number of Dealing Days (not exceeding five) immediately preceding the Grant Date (provided that all such Dealing Days shall be within one of the 42-day periods mentioned in Rule 2.3 where this is relevant), and

if the Shares are not so listed, the market value of a Share determined in accordance with Part 8 of TCGA 1992 as agreed in advance with HMRC Shares and Assets Valuation

PROVIDED THAT the Market Value of a Share subject to a Restriction shall be determined as if it were not subject to the Restriction;

NICs

national insurance contributions (or their equivalent in any jurisdiction);

Non-UK Company Reorganisation Arrangement

a non-UK company reorganisation arrangement, with the same meaning as in paragraph 35ZA of Schedule 4, applicable to or affecting:

all the ordinary share capital of the Company or all the shares of the same class as the shares to which an Option relates, or

all the shares, or all the shares of that same class, which are held by a class of shareholders identified otherwise than by reference to their employments or directorships or their participation in a CSOP;

Normal Vesting Date

the date stated in the Option Certificate from which an Option may normally be exercised;

Option

a right to acquire Shares granted to a Qualifying Employee under the Plan;

Option Certificate

a statement in a form, which may include an electronic form, determined by the Committee setting out details of an Option in accordance with Rule 2.5;

Option Holder

an individual who holds a subsisting Option or, where the context permits, his legal personal representatives;

Option Price

the amount per Share payable by the Option Holder on the exercise of an Option;

Performance Conditions

any objective conditions imposed by the Committee pursuant to Rule 5.1, as varied in accordance with Rule 5.2;

Plan

the Liontrust Asset Management Plc Company Share Option Plan constituted by these Rules;

Proscribed Period

any period during which dealings in Shares by directors is proscribed, whether by the Company’s own code on dealing in its securities, UK MAR or any other applicable regulations;

Qualifying Employee

any director of a member of the Group (except for the Company) who is required to devote to his duties not less than 25 hours per week (excluding meal breaks) or any bona fide employee of a member of the Group who is not a director PROVIDED THAT no person who is precluded from participating in the Plan by paragraph 9 of Schedule 4 (the “no material interest” requirement) shall be a Qualifying Employee;

Redundancy

the same meaning as in the Employment Rights Act 1996 or the Employment Rights (Northern Ireland) Order 1996;

Restriction

in relation to a Share, has the meaning given in paragraph 36(3) of Schedule 4;

Rules

these rules, as amended from time to time and “Rule” shall be construed accordingly;

Schedule 4

Schedule 4 to ITEPA 2003;

Share

a fully-paid ordinary share in the capital of the Company;

Subsidiary

a subsidiary of the Company within the meaning of section 1159 of CA 2006 which is under the Control of the Company;

Subsisting Option

an option, granted under the Plan or under another CSOP established by the Company or an Associated Company of the Company, which has neither lapsed nor been exercised;

Tax Liability

any liability of a member of the Group or the Trustee to account to HMRC (or other tax authority) for any amount of, or representing, income tax or employee’s NICs, which may arise upon the acquisition of Shares pursuant to the exercise of an Option;

the Taxation of Chargeable Gains Act 1992;

Treasury Shares

issued Shares that the Company has bought but not cancelled and which are governed by sections 724 to 732 of CA 2006;

Trust

any employee benefit trust established by a member of the Group whose beneficiaries include Qualifying Employees;

Trustee

the trustee or trustees for the time being of the Trust;

TUPE

the Transfer of Undertakings (Protection of Employment) Regulations 2006;

UK MAR

the retained EU law version of the Market Abuse Regulation (596/2014) which applies in the UK following the end of the Brexit transition period;

Vesting Date

the Normal Vesting Date or such earlier date, pursuant to Rule 7 or 8, from which an Option may be exercised and “vest”, “vested” and “vesting” shall be construed accordingly; and

Vesting Period

the period between the Grant Date and the Normal Vesting Date.

Construction

the contents and headings are inserted for ease of reference only and do not affect their interpretation;

save as provided for by law, a reference to writing includes any mode of reproducing words in a legible form and reduced to paper or electronic format or communication including, for the avoidance of doubt, correspondence via e-mail;

the singular includes the plural and vice-versa and the masculine includes the feminine; and

a reference to a statutory provision includes any statutory modification, amendment or re-enactment thereof for the time being in force.

Grant of Options

Grant decisions

The Committee shall determine in its absolute discretion when Options shall be granted, the Qualifying Employees to whom such Options are to be granted and the terms governing such Options in accordance with the provisions of these Rules.

Shares subject to Options

No Option shall be granted over Shares which do not satisfy the conditions in paragraphs 16 to 20 inclusive of Schedule 4 (shares to which schemes can apply).

Timing of grants

the Adoption Date; and

the Dealing Day following an Announcement Date

and at any other time when the Committee considers that there are exceptional circumstances which justify the granting of an Option (for example, on recruitment of a key employee or if the granting of an Option has been delayed due to a Proscribed Period) PROVIDED THAT no Option may be granted during a Proscribed Period or after the Plan has terminated as provided in Rule 17.

Procedure for grant of Options and Grant Date

Options shall be granted by a resolution of the Committee. The Grant Date of an Option shall be the date of the resolution or such later date as specified in the resolution and allowed by Rule 2.3. The grant of an Option shall be evidenced by a deed executed by or on behalf of the Company. An Option Certificate shall be issued to each Qualifying Employee who has been granted an Option as soon as practicable following the Grant Date.

Contents of Option Certificate

that the Option is granted under a CSOP;

the Grant Date;

the number and description of Shares subject to the Option;

the Option Price, which shall not be manifestly less than the Market Value on the Grant Date (or on such earlier date as has been agreed in writing with HMRC);

the Normal Vesting Date for the Option (or for each part of the Option), which shall be no earlier than the third anniversary of the Grant Date and the circumstances in which the Option will vest before the Normal Vesting Date;

the Expiry Date, which shall be no later than 10 years after the Grant Date and the circumstances under which the Option will lapse (in whole or in part) before the Expiry Date;

the times during which the Option may be exercised;

whether the Option must be exercised in full or may be exercised in part;

a statement, pursuant to Rule 2.8, that the Option is not transferable; and

if the Shares over which the Option is granted are subject to any Restriction, details of the Restriction

and shall state, or have attached to it in the form of a schedule, the Performance Conditions (if any) applicable to the Option. Subject thereto, an Option Certificate shall be in such form as the Committee may determine from time to time.

No consideration for grant

No amount shall be payable by the Option Holder for the grant of an Option.

Right to renounce Option

A Qualifying Employee to whom an Option is granted may, by notice in writing to the Company within 30 days after the Grant Date and, if available, accompanied by the Option Certificate, renounce in whole any rights or benefits conferred by his Option. In such a case, the Option shall be treated, for the purpose of the Plan, as never having been granted. No consideration shall be due from the Company for any such renunciation.

Options non-transferable

An Option shall be personal to the Qualifying Employee to whom it is granted and, except as provided in Rule 7.2 in the event of death, shall not be capable of being transferred, charged or otherwise alienated and shall lapse immediately if the Option Holder purports to transfer, charge or otherwise alienate the Option. Each Option Certificate shall carry a statement to this effect.

Option Holder’s rights over Shares

For the avoidance of doubt, an Option Holder shall not become the beneficial owner of the Shares subject to an Option until the Shares have been allotted or transferred to him on the valid exercise of the Option and until that date the Option Holder shall not be entitled to any voting, dividend, transfer or other rights attaching to the Shares.

Overall limit

General

The aggregate number of Shares over which Options may be granted shall be limited as set out in this Rule 3.

An Option may not be granted if the result of granting the Option would be that the aggregate number of new issue Shares issued or committed to be issued in the preceding 10-year period to satisfy:

Options under the Plan; or

options or awards granted under any other Employees’ Share Scheme (whether or not discretionary) operated by the Group,

would exceed 10 per cent of the Company’s issued ordinary share capital at that time.

Calculation

for as long as required by The Investment Association Principles of Remuneration, Treasury Shares shall be included in the limit as if they were new issue shares;

there shall be disregarded any Shares where the right to acquire the Shares has lapsed or been renounced;

there shall be disregarded any Shares which the Trustee has purchased, or determined that it will purchase, in order to satisfy an Option or the exercise of an award or the vesting of other rights of an employee under any other Employees’ Share Scheme operated by the Group; and

any Shares issued or issuable to satisfy an Option, or on the exercise of an award or the vesting of other rights of an employee under any other Employees’ Share Scheme operated by the Group, shall be taken into account once only (when the Option is granted or the award is granted or the right awarded) and shall not fall out of account when the Option vests, the award is exercised or other rights vest.

Individual limit

Any Option granted to a Qualifying Employee shall be limited and take effect so that the aggregate Market Value of the Shares subject to that Option, when aggregated with the market value (determined in accordance with the provisions of Part 8 of TCGA 1992) of shares subject to Subsisting Options granted to such Qualifying Employee, shall not exceed or further exceed £60,000 (or such other limit from time to time specified in paragraph 6 of Schedule 4). For the purpose of this Rule 4, the market value of shares shall be calculated as at the time the options in relation to those shares were granted or at such earlier time as may have been agreed in writing with HMRC.

Performance Conditions

Imposition of Performance Conditions

On the grant of an Option, the Committee may at its discretion impose objective Performance Conditions. The vesting of the Option shall be conditional on the satisfaction (or extent of satisfaction) of any such Performance Conditions.

Amendment of Performance Conditions

The Committee, acting fairly and reasonably, may amend the Performance Conditions provided that an event has (or events have) occurred in consequence of which the Committee reasonably considers that the new objective Performance Conditions:

will measure performance more fairly; and

will afford a more effective incentive to the Option Holder.

Any such amended Performance Conditions shall be no more difficult to satisfy than those which applied immediately before such event occurred.

The Option shall then take effect subject to the Performance Conditions as so amended.

Notification of Option Holders

The Committee shall, as soon as practicable, notify each Option Holder concerned of any amendment of the Performance Conditions made under Rule 5.2 and explain how it affects his Option.

Vesting and exercise

Vesting of Option

An Option shall vest on the Normal Vesting Date or on such earlier date as is determined pursuant to Rule 7 or 8, provided that if the Option would otherwise vest during a Proscribed Period the Option shall vest immediately after the end of that Proscribed Period. The number of Shares in respect of which the Option vests shall be determined by the Committee, in accordance with the Performance Conditions (if any), and communicated to the Option Holder as soon as practicable. To the extent that the Option has not vested, it shall lapse immediately.

Exercise of Option

Subject to any provisions in the Option Certificate, an Option Holder may exercise an Option, to the extent that it has vested, from the Vesting Date (or from the date when the Committee determines the extent of vesting, if later) until the Option lapses pursuant to Rule 9.

during a Proscribed Period;

at any time when the Option Holder is precluded by paragraph 9 of Schedule 4 (the “no material interest” requirement) from participating in the Plan; or

except as provided in Rule 8.3, unless the Shares which may be acquired on such exercise satisfy the conditions in paragraphs 16 to 20 inclusive of Schedule 4 (shares to which schemes can apply).

Unless otherwise stated in the Option Certificate, an Option may be exercised in whole or in part, to the extent that it has vested. If exercised in part, the unexercised part of the Option shall remain exercisable until it lapses pursuant to Rule 9.

An Option shall be exercised by the Option Holder delivering to the Company a duly completed notice of exercise in the form from time to time prescribed by the Committee (which may, for the avoidance of doubt, comprise an electronic communication), specifying the number of Shares in respect of which the Option is being exercised, and accompanied, if available, by the Option Certificate and by the payment of the Option Price in respect of such number of Shares. Alternatively, the Option Holder may enter into any arrangement that the Company may approve for the payment of the Option Price in cash.

Delivery of Shares

Subject to any necessary consents and to compliance by the Option Holder with these Rules, as soon as practicable and in any event not later than 30 days after an Option has been validly exercised, the Company shall allot and issue, or procure the transfer, to the Option Holder (or his nominee) of the number of Shares in respect of which the Option has been exercised. In the case of the partial exercise of an Option (if this is permitted by the Option Certificate), the Company shall issue to the Option Holder an Option Certificate in respect of, or the original Option Certificate endorsed to show, the unexercised part of the Option.

If the Shares are listed or traded on any stock exchange, the Company shall apply to the appropriate body for any newly issued Shares allotted on exercise of an Option to be admitted to trading on that exchange.

Tax liability

The Option Holder shall indemnify the members of the Group and the Trustee against any Tax Liability. If a Tax Liability arises in any jurisdiction then, unless:

a member of the Group is able to withhold the amount of the liability from payment of the Option Holder’s remuneration within the period of 30 days beginning with the date of exercise of the Option;

the Option Holder has indicated (in a manner specified by the Company for that purpose) that he will pay to a member of the Group the amount of the liability and the Option Holder does pay that amount to the member of the Group within 14 days of being notified of the amount due; or

the Option Holder has authorised (in a manner specified by the Company for that purpose) a member of the Group or the Trustee to sell (as agent for the Option Holder) such number of Shares acquired on exercise of the Option to satisfy the Tax Liability (after deducting any expenses incurred in the sale of such Shares) within the period of 30 days beginning with the date of exercise of the Option

a member of the Group or the Trustee shall have the right to sell sufficient of the Shares acquired on exercise of the Option to satisfy the Tax Liability (after deducting any expenses incurred in the sale of such Shares).

Malus and clawback powers

If it is discovered that an Option has been granted or has vested on the basis of any incorrect information relevant to the setting of Performance Conditions (if any) or to determining their satisfaction including, without limitation, a material misstatement in any published results of the Group; or

in the event of fraud or gross misconduct on the part of an Option Holder, including, without limitation, where the Option Holder has been dismissed for Cause; or

if events or behaviour of an Option Holder have led to the censure of a member of the Group by a regulatory authority or have had a significant detrimental impact on the reputation of any member of the Group

the number of Shares subject to the Option shall be reduced to zero. The Committee may, at its discretion, decide instead that the Option may remain exercisable over some or all of the Shares which were subject to it. In the case of an Option which has already been exercised, the Committee shall require the Option Holder to repay to a member of the Group or the Trustee an amount equal to all of the benefit received, or at its discretion a lesser amount, whether by transfer of Shares or payment of a cash amount. Any such discretion exercised under this Rule 6.5, shall be applied on a fair and reasonable basis.

Cessation of employment

General rule

Subject to the remainder of this Rule 7, an Option may vest only while the Option Holder is a Group Employee and if an Option Holder ceases to be a Group Employee any Option granted to him which has not vested shall, save as set out in Rule 7.2 or 7.3 below, lapse immediately.

Unless the Option Holder has been dismissed for Cause, he may exercise an Option in accordance with Rule 6.2 to the extent that it had already vested on the date of such cessation during the six-month period following such date (or, in the case of an Option Holder who has died, his legal personal representatives may exercise the Option during the 12-month period following his death) and if not so exercised the Option shall lapse at the end of such period. If the Option Holder is dismissed for Cause, the Option shall lapse immediately.

Death

Notwithstanding Rules 6.1 and 7.1, if an Option Holder dies before his Option has vested the Option shall vest in full immediately.

The Option Holder’s legal personal representatives shall be entitled to exercise the Option in accordance with Rule 6.2 at any time during the 12-month period following his death. If not so exercised, the Option shall lapse at the end of such period.

Good leavers

Notwithstanding Rules 6.1 and 7.1, if an Option Holder ceases to be a Group Employee before his Option has vested by reason of:

injury or disability (evidenced to the satisfaction of the Committee);

Redundancy;

retirement;

a relevant transfer within the meaning of TUPE;

the Option Holder’s employing company ceasing to be under the Control of the Company; or

any other reason, at the discretion of the Committee (such discretion being applied fairly and reasonably)

the Option shall vest on the cessation date. The number of Shares in respect of which the Option vests in accordance with the Performance Conditions (if any) shall be determined by the Committee as soon as practicable.

The Option Holder shall be entitled to exercise the Option in accordance with Rule 6.2, to the extent that it has so vested, at any time during the six-month period following the Vesting Date. If not so exercised, the Option shall lapse at the end of such period (unless the Option Holder dies during this period, in which case the Option shall lapse 12 months after the date of the Option Holder’s death).

Corporate events

Change in Control of Company

a person obtains Control of the Company as a result of making a General Offer and any condition subject to which the offer is made has been satisfied;

the court sanctions a Compromise or Arrangement;

a Non-UK Company Reorganisation Arrangement becomes binding on the shareholders covered by it; or

a person becomes Bound or Entitled to acquire shares in the Company

before an Option has vested, the Option shall vest immediately. The number of Shares in respect of which the Option vests in accordance with the Performance Conditions (if any) shall be determined by the Committee as soon as practicable.

The Option Holder shall be entitled to exercise his Option (including any Option which had already vested before such event occurred) in accordance with Rule 6.2, to the extent that it has so vested, at any time during the six-month period following an event occurring as mentioned in paragraphs (a), (b) or (c) above or until the person is no longer Bound or Entitled as mentioned in paragraph (d) above. If not so exercised, the Option shall lapse at the end of such period.

Conditional vesting and exercise before a corporate event

a person will obtain Control of the Company as a result of making a General Offer as mentioned in Rule 8.1(a);

the court will sanction a Compromise or Arrangement as mentioned in Rule 8.1(b);

a Non-UK Company Reorganisation Arrangement will become binding on the shareholders covered by it as mentioned in Rule 8.1(c); or

a person will becomes Bound or Entitled to acquire shares in the Company as mentioned in Rule 8.1(d)

the Committee may give notice to Option Holders that Options shall vest on the condition that such event occurs and of the number of Shares in respect of which each Option vests in accordance with the Performance Conditions (if any).

An Option Holder shall be entitled to exercise his Option (including an Option which had vested before such notice is given) in accordance with Rule 6.2, conditionally on such event occurring, at any time during the period beginning with the date the notice is given and ending immediately before such event occurs.

If such event occurs, any Option which was exercised conditionally during the period of 20 days ending on the date when the event occurred shall be treated as having been exercised in accordance with the relevant part of Rule 8.1. If the conditional exercise took place before the start of such 20-day period, it shall have no effect.

If such event does not occur, any conditional vesting or conditional exercise of an Option shall be of no effect and the Option shall continue to exist on the terms which applied before the Committee gave such notice of conditional vesting.

Exercise after shares cease to meet requirements of Schedule 4

a person obtaining Control of the Company as a result of making a General Offer as mentioned in Rule 8.1(a);

a person obtaining Control of the Company as a result of the court sanctioning a Compromise or Arrangement as mentioned in Rule 8.1(b);

a person obtaining Control of the Company as a result of a Non-UK Company Reorganisation Arrangement becoming binding on the shareholders covered by it as mentioned in Rule 8.1(c); or

a person who is Bound or Entitled to acquire shares in the Company as mentioned in Rule 8.1(d) obtaining Control of the Company

shares in the Company to which an Option relates no longer meet the requirements of paragraphs 16 to 20 inclusive of Schedule 4, the Option may be exercised under the relevant part of Rule 8.1 no later than 20 days after the day on which the relevant event occurs notwithstanding that the shares no longer meet those requirements PROVIDED THAT the Option may not be exercised at a time outside the periods permitted in Rule 8.1.

Exchange of Options

obtains Control of the Company as a result of making a General Offer as mentioned in Rule 8.1(a)

obtains Control of the Company as a result of the court sanctioning a Compromise or Arrangement as mentioned in Rule 8.1(b);

obtains Control of the Company as a result of a Non-UK Company Reorganisation Arrangement becoming binding on the shareholders covered by it as mentioned in Rule 8.1(c); or

becomes Bound or Entitled to acquire shares in the Company as mentioned in Rule 8.1(d)

an Option Holder may agree with the Acquiring Company at any time within the Appropriate Period to release his Option (the “Old Option”) in consideration of the Option Holder being granted an equivalent option (the “New Option”) over shares in the Acquiring Company or in some other company within sub-paragraph (b) or (c) of paragraph 16 of Schedule 4 (shares must be ordinary shares of certain companies).

in a case falling within paragraph (a) above, the period of six months beginning with the time when the Acquiring Company obtains Control of the Company and any condition subject to which the offer is made is met;

in a case falling within paragraph (b) above, the period of six months beginning with the time when the court sanctions the Compromise or Arrangement;

in a case falling within paragraph (c) above, the period of six months beginning with the date when the Non-UK Company Reorganisation Arrangement becomes binding on the shareholders covered by it; and

in a case falling within paragraph (d) above, the period during which the Acquiring Company remains Bound or Entitled as mentioned in that paragraph.

The New Option shall not be regarded, for the purpose of this Rule 8.4, as equivalent to the Old Option unless:

the shares to which the New Option relates meet the conditions specified in paragraphs 16 to 20 inclusive of Schedule 4 (types of share that may be used);

the total Market Value of the Shares which were subject to the Old Option, immediately before its release, is substantially the same as the total market value (determined in accordance with Part 8 of TCGA 1992), immediately after the grant, of the shares subject to the New Option PROVIDED THAT the market value of a share subject to a Restriction shall be determined as if it were not subject to the Restriction;

the total amount payable by the Option Holder for the acquisition of shares under the New Option is substantially the same as the total amount that would have been so payable under the Old Option; and

the New Option is exercisable in the same manner as the Old Option and subject to the provisions of the Plan as it had effect immediately before the release of the Old Option, except that the term “Shares” shall mean the shares which are subject to the New Option and the term “Company” shall mean the company of which those shares form part of the share capital.

Following the release of the Old Option and the grant of the New Option, the New Option shall not be deemed to have vested and shall not lapse, pursuant to Rule 8.1 above, as a consequence of the same event as that which resulted in the release and grant.

Meaning of “obtains Control of the Company”

For the purpose of this Rule 8, except for Rule 8.4, a person shall be deemed to have obtained Control of the Company if he and others acting in concert with him have together obtained Control of it and “change in Control” shall be construed accordingly.

Winding up of Company

Notwithstanding Rule 6.1, if notice is given of a resolution for the voluntary winding-up of the Company, all Options shall vest conditionally on the passing of the resolution. The number of Shares in respect of which each Option vests in accordance with the Performance Conditions (if any) shall be determined by the Committee as soon as practicable, and the resulting number of Shares shall be reduced to the proportion of the Vesting Period which has elapsed at the date on which such notice is given.

An Option Holder shall be entitled to exercise his Option (including an Option which had vested before such notice is given) in accordance with Rule 6.2, to the extent it has so vested, conditionally on the resolution being passed, at any time during the period beginning with the date the notice is given and ending when the resolution is passed or defeated or the general meeting is concluded or adjourned sine die.

If the resolution is passed, the time of exercise of the Option shall be immediately before the resolution is passed. If an Option has not been exercised (including any Option which had vested before notice of the resolution was given) it shall lapse immediately upon the passing of the resolution.

If the resolution is not passed, any conditional vesting or conditional exercise of an Option shall be of no effect and the Option shall continue to exist on the terms which applied before the notice of the resolution was given.

Notification of Option Holders

The Committee shall, as soon as practicable, notify each Option Holder of the occurrence of any of the events referred to in this Rule 8 and explain how this affects his Option.

Lapse of Option

the date on which the Committee determines that all or part of the Option will not vest under the Performance Conditions (if any), only in respect of the proportion which has not vested;

subject to Rule 7, the Option Holder ceasing to be a Group Employee;

the date on which it is provided that the Option shall lapse under Rule 7 or 8;

the date on which a resolution is passed or an order is made by the court for the compulsory winding up of the Company;

the date on which the Option Holder becomes bankrupt, enters into a compromise with his creditors generally or purports to transfer, charge or otherwise alienate the Option; and

the Expiry Date.

Capital Variations etc

Power to adjust Option

In the event of a Capital Variation, the number and/or description of Shares subject to an Option and the Option Price may be adjusted in such manner as the Committee shall determine to be fair and reasonable, having consulted the Company’s professional advisers as appropriate, PROVIDED THAT:

the total Market Value of the Shares which may be acquired by the exercise of the Option immediately after the adjustment is substantially the same as what it was immediately before the adjustment;

the total price at which those Shares may be acquired immediately after the adjustment is substantially the same as what it was immediately before the adjustment;

following the adjustment, the Shares continue to satisfy the conditions specified in paragraphs 16 to 20 inclusive of Schedule 4 (shares to which schemes can apply);

the adjustment does not result in any other requirements of Schedule 4 not being met in relation to the Option; and

the Option Price for a Share to be newly issued on the exercise of any Option shall not be reduced below its nominal value (unless the Board resolves to capitalise, from reserves, an amount equal to the amount by which the total nominal value of the relevant Shares exceeds the total adjusted Option Price, and to apply such amount to pay up the relevant Shares in full).

Notification of Option Holders

The Committee shall, as soon as practicable, notify each Option Holder of any adjustment made under this Rule 10 and explain how this affects his Option. The Company may call in for endorsement or cancellation and re-issue of the Option Certificate in order to take account of such adjustment.

Shares delivered under Plan

Source of Shares

Unless specified to the contrary by the Committee at the time of grant of an Option, an Option may be satisfied by:

the issue of new Shares; and/or

the transfer of Treasury Shares; and/or

the transfer of Shares (other than the transfer of Treasury Shares).

The Committee may decide to change the way in which it is intended that an Option will be satisfied after it has been granted, having regard to the provisions of Rule 3.

Rights attaching to Shares

All Shares transferred to Option Holders under the Plan shall, as to voting, dividend, transfer and other rights, including those arising on a liquidation of the Company, rank equally in all respects and as one class with the Shares of the same class in issue at the date of transfer save as regards any rights attaching to such shares by reference to a record date prior to the date of such transfer.

All Shares issued to Option Holders under the Plan shall, as to voting, dividend, transfer and other rights, including those arising on a liquidation of the Company, rank equally in all respects and as one class with the shares of the same class in issue at the date of allotment save as regards any rights attaching to such shares by reference to a record date prior to the date of their issue.

Contractual rights

the Plan shall not form part of any contract of employment between any member of the Group and a Qualifying Employee;

unless expressly so provided in his contract of employment, a Qualifying Employee has no right to be granted an Option;

the benefit to an Option Holder of participation in the Plan (including, in particular but not by way of limitation, any Options held by him) shall not form any part of his remuneration or count as his remuneration for the purpose of any employer’s contribution to any pension or other benefit scheme operated by a member of the Group; and

if an Option Holder ceases to be a Group Employee for any reason whatsoever (whether the office or employment is terminated lawfully or unlawfully), he shall not be entitled to compensation for the loss of any right or benefit or prospective right or benefit under the Plan (including, in particular but not by way of limitation, any Options held by him which lapse by reason of his ceasing to be a Group Employee) whether by way of damages for unfair dismissal, wrongful dismissal, breach of contract or otherwise.

By accepting the grant of an Option and not renouncing it, an Option Holder is deemed to have agreed to the provisions of this Rule 12.

Administration

Committee responsible for administration

The Committee shall be responsible for the administration of the Plan. The Committee may from time to time make or amend regulations for the administration of the Plan provided that such regulations shall not be inconsistent with these Rules.

Committee’s decision final and binding

The decision of the Committee shall be final and binding in all matters relating to the administration of the Plan, including but not limited to the resolution of any dispute concerning, or any inconsistency or ambiguity in, these Rules or any document used in connection with the Plan.

Shareholder communications

The Company may send to Option Holders copies of any notice or other document sent by the Company to its shareholders generally.

Costs

The costs of introducing and administering the Plan shall be met by the Company. The Company shall be entitled, if it wishes, to charge an appropriate part of such costs to a Subsidiary.

Personal data

Subject to all applicable laws, the Company may collect, process and transfer an Option Holder’s personal data for any purpose relating to the operation of the Plan. This includes:

providing personal data to the Committee and any member of the Group and any third party such as the Trustee, registrars, brokers and any of their respective agents;

processing of personal data by the Committee, any member of the Group and any such third party;

transferring personal data to a country outside the European Economic Area (including a country which does not have data protection laws equivalent to those prevailing in the European Economic Area); and

providing personal data to potential purchasers of the Company, the Option Holder’s employer or the business in which the Option Holder works.

Amendment of Rules

Power to amend Rules

Subject to Rules 14.2, 14.3 and 14.4 the Board, acting on the recommendations of the Committee, may from time to time amend these Rules.

Shareholder approval

Without the prior approval of the Company in general meeting, an amendment to the advantage of existing or future Option Holders may not be made to the Rules relating to:

the basis for determining a Qualifying Employee’s entitlement (or otherwise) to be granted an Option and/or to acquire Shares on the exercise of an Option under the Plan;

the persons to whom an Option may be granted;

the limit on the aggregate number of Shares over which Options may be granted;

the limit on the number of Shares over which Options may be made to any one Qualifying Employee;

the price at which Shares may be acquired under an Option;

the adjustment of Options on a Capital Variation; or

this Rule 14.2,

an amendment which is of a minor nature and benefits the administration of the Plan; or

an amendment which is of a minor nature and is necessary or desirable in order to take account of a change of legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants in the Plan, the Company or some other member of the Group.

Rights of existing Option Holders

An amendment may not adversely affect the existing rights of an Option Holder except where the amendment has been approved by those existing Option Holders who would be adversely affected by the amendment in such manner as would be required by the Company’s articles of association (with appropriate changes) if the Shares subject to those Options which would be so adversely affected had been issued or transferred to them (so that they had become shareholders in the Company) and constituted a separate class of shares.

Key Features

No amendment to a Key Feature shall be applicable if it would cause the requirements of Parts 2 to 6 of Schedule 4 not to be met.

Notification of Option Holders

The Company shall, as soon as practicable, notify each Option Holder of any amendment to these Rules under this Rule 14 which materially affects his Option.

Notices

Notice by Company

Save as provided for by law any notice, document or other communication given by, or on behalf of, the Company to any person in connection with the Plan shall be deemed to have been duly given if delivered by hand or sent to him by e-mail or fax at his place of work, if he is employed within the Group, or if sent by e-mail to such e-mail address as may be specified from time to time, or sent by post in a pre-paid envelope to the postal address last known to the Company to be his address and, if so sent, shall be deemed to have been duly given 48 hours after the date of posting.

Deceased Option Holders

Save as provided for by law any notice, document or other communication so sent to an Option Holder shall be deemed to have been duly given notwithstanding that such Option Holder is then deceased (and whether or not the Company has notice of his death) except where his personal representatives have established their title to the satisfaction of the Company and supplied to the Company an e-mail or postal address to which notices, documents and other communications are to be sent.

Notice to Company

Save as provided for by law any notice, document or other communication given to the Company in connection with the Plan shall be delivered by hand or sent by e-mail, fax or post to the Company Secretary at the Company’s registered office or such other e-mail or postal address as may from time to time be notified to Option Holders but shall not in any event be duly given unless it is actually received at the registered office or such e-mail or postal address.

Governing law and jurisdiction

Plan governed by English laws

The formation, existence, construction, performance, validity and all aspects whatsoever of the Plan, any term of the Plan and any Option granted under it shall be governed by English law.

English courts to have jurisdiction

The English courts shall have jurisdiction to settle any dispute which may arise out of, or in connection with, the Plan.

Option Holder deemed to submit to such jurisdiction

By accepting the grant of an Option and not renouncing it, an Option Holder is deemed to have agreed to submit to such jurisdiction.

Termination of Plan

The Plan shall terminate 10 years after the Adoption Date or on such earlier date as the Board shall determine. Following the termination of the Plan, no further Options shall be granted pursuant to Rule 2 but the subsisting rights and obligations of Option Holders shall not thereby be affected.

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Liontrust CSOP Rules - including proposed 2024 amendments(1009830468.1)