AJ Bell PLC

Remuneration Information • Jan 7, 2025

Marked-up (in draft) to show amendments to be proposed to shareholder at the 2025 AGM. Draft (2): 19 November 2024

DATED

16 November 2022

AJ BELL plc

Senior Manager Incentive Plan 2022

[As amended by the [Remuneration Committee] on [ ] [ ] 20[ ] conditional upon the approval of shareholders (with shareholder approval having been given on 29 January 2025)]

1.	Interpretation3
2.	Grant of Awards9
3.	Performance Condition10
4.	Dividend Equivalents 11
5.	Overall grant limit 11
6.	Individual grant limits 12
7.	Payment Date and Vesting Date12
8.	Suspension of Awards 13
9.	Circumstances in which the Performance Underpin can apply14
10.	Circumstances in which malus and clawback can apply 15
11.	Operation of malus and clawback17
12.	Exercise of Options19
13.	Manner of exercise of Options 20
14.	Settlement of Share Awards 21
15.	Alternative methods of settlement of Share Awards 21
16.	Lapse of Awards 24
17.	Termination of employment (Cash Awards) 25
18.	Termination of employment (Options)28
19.	Takeovers and liquidations 32
20.	Exchange of Awards 3637
21.	Variation of share capital37
22.	Tax liabilities 39
23.	Relationship with employment contract 40
24.	Notices 4041
25.	Administration and amendment 4142
26.	Third party rights4243
27.	Data protection 43

28.	Governing law43
29.	Jurisdiction43

Rules of the AJ Bell plc Senior Manager Incentive Plan 2022

Approved by resolution of the remuneration committee of the board of directors of the Company acting under delegated authority on 16 November 2022.

1. Interpretation

The following definitions and rules of interpretation apply in the Plan.

1.1 Definitions

Accelerated Cash Payment: has the meaning given in rule 19.1.

Acquiror: a person who obtains Control of the Company either alone or together with persons Acting in Concert.

Acting in Concert: has the meaning given to it in the City Code on Takeovers and Mergers published by the Panel on Takeovers and Mergers.

Adoption Date: the date of the approval of the Plan by the Board.

Award: the grant to an Employee or a former Employee of a:

• a) Cash Award; and
• b) Share Award,

unless the Board determines that an Employee (or former Employee) shall receive only a Cash Award.

Award Certificate: a certificate setting out the terms of an Award, in accordance with rule 2.4.

Award Holder: an individual who holds an Award or, where applicable, that individual's personal representatives.

Board: the board of directors of the Company or a committee of directors which has delegated authority from that board to carry out any of its functions under the Plan, or any successor body to that board of directors.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Cash Award: a right to be paid a cash bonus on the Payment Date.

Clawback Amount: an amount of value determined in accordance with rule 11.

Clawback Period: the period that starts on the Performance Measurement Date and ends on such date as the Board may specify, not being earlier than the third anniversary of the end of the Performance Period.

Closed Period: has the same meaning as in the UK MAR.

Company: AJ Bell plc incorporated and registered in England and Wales with number 04503206.

Control: shall be as defined in section 719 of ITEPA 2003 and the expression change of Control shall be construed accordingly.

Dealing Day: a day on which the London Stock Exchange is open for business.

Dealing Restrictions: restrictions imposed by the Company's share dealing code, the Listing Rules, the UK MAR or any other laws or regulations that impose restrictions on share dealing.

Deferral Period: the period that starts on the Performance Measurement Date and ends on such date as the Board may specify, not being earlier than the second anniversary of the end of the Performance Period.

Dilutive Shares: on any date, all shares of the Company which:

• a) have been issued, or transferred out of treasury, on the exercise of options granted, or in satisfaction of any other awards made, under any Share Incentive Scheme (including the Plan) during the shorter of:
  • (i) the ten years ending on (and including) that date; and
  • (ii) the period since such shares were first admitted to the Official List maintained by the United Kingdom Listing Authority; and
  • b) remain capable of issue, or transfer out of treasury, under any Existing Award granted after such shares were first admitted to the Official List maintained by the United Kingdom Listing Authority,

PROVIDED THAT The Board may determine that shares transferred from treasury will cease to count as Dilutive Shares if guidelines published by institutional investor representative bodies no longer require such shares to be counted.

For the avoidance of doubt, Shares subject to Transfer Only Awards are not Dilutive Shares.

Discretionary Dilutive Shares: Dilutive Shares which:

• a) were acquired under; or
• b) remain subject to Existing Awards granted under,
• any Share Incentive Scheme (including the Plan) under which awards:
• c) are made at the discretion of the Board or any other grantor; and
• d) do not have to be offered to all, or substantially all, employees who are eligible to participate.

Dividend Equivalent: has the meaning set out in rule 4.

Employee: any individual (other than an Executive Director) who is an employee of a Group Company and is also a Senior Manager.

Employer Company: the Award Holder's employer or former employer as applicable.

Event Bonus Payment: has the meaning given in rule 19.1.

Executive Committee: the executive committee of the Company.

Executive Director: a member of the Board who performs executive functions.

Exercise Date: in relation to an Option, the date on which it is exercised.

Exercise Notice: a document in a form approved by the Board that the Award Holder must sign and return to the Company in order to exercise an Option.

Exercise Price: the price at which each Share subject to an Option may be acquired on the exercise of that Option.

Existing Award: an option or any other right or award under which shares in the Company may be acquired or received, granted under any Share Incentive Scheme (including the Plan).

FCA: Financial Conduct Authority.

Grant Date: the date on which an Award is, was, or is to be granted.

Group: the Company and any Subsidiary from time to time.

Group Company: any member of the Group.

HMRC: HM Revenue & Customs.

Internal Reorganisation where immediately after a change of Control of the Company, all or substantially all of the share capital of the acquiring company is owned directly or indirectly by the persons who were shareholders in the Company immediately before the change of Control.

ITEPA 2003: the Income Tax (Earnings and Pensions) Act 2003.

Listing Rules: the Listing Rules issued by the United Kingdom Listing Authority, as amended from time to time.

Market Abuse Regulation: Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse.

Market Value: the market value of a Share as determined by the Board (acting in its absolute discretion) for the purposes of the Plan from time to time.

Material Risk Taker: has the meaning given to that expression in the FCA Handbook of rules and guidance.

Maximum Amount: in relation to an Award, the aggregate amount on the Grant Date of the:

• a) maximum amount of the cash bonus that may be Paid under the Cash Award; and
• b) Market Value of the maximum number of Shares that may be ReleasedVest under the Share Award.

NICs: National Insurance contributions.

Option: an Option to acquire Shares for payment of an Exercise Price equal to their nominal value from time to time.

Payable: in relation to a Cash Award, that the Award Holder is entitled to payment of the Cash Award in accordance with rule 7;

Payment Date: is the date on which a Cash Award falls due for payment as determined in accordance with rule 7.4 or 8.3(a), as applicable, and 'Payment' and 'Paid' shall be construed accordingly.

Performance Condition: a condition that complies with rule 3 and:

• a) must be satisfied before a Cash Award can be Paid;
• b) must be satisfied before a Share Award can be ReleasedVest;
• c) is linked to the achievement of challenging performance over a period of at least one year and has the intention of enhancing shareholder value; and
• d) is specified in the Award Certificate under rule 2.4.

Performance Measurement Date: the date on which the Board determines the extent to which any Performance Condition has been satisfied, unless an earlier event occurs to cause the Award to lapse or be Paid or ReleasedVest. This date may not be:

• a) earlier than the first day after the end of the Performance Period; or
• b) later than the tenth anniversary of the Grant Date.

Performance Period: the period over which performance is measured to determine whether a Performance Condition has been achieved, which shall not be less than one year.

Plan: the employee cash bonus and shareincentive plan constituted and governed by these rules, as amended from time to time which is an employees' share scheme as defined in section 1166 of the Companies Act 2006.

Release: means in relation to an Option, that it becomes exercisable in accordance with rule 12 and 'Released' shall be construed accordingly.

Releasable Number: has the meaning given in rule 19.1.

Release Date: is the date on which Release takes place as determined in accordance with rule 7.5 or 8.3(b), as applicable.

Relevant Restriction: a restriction stated in an Award Certificate that applies to Shares issued or transferred pursuant to the Share Award.

Rollover Period: the period determined by the Acquiror during which an Award Holder can release an Award as set out in rule 20.

Salary: in relation to an Employee at any time means the rate of basic annual salary payable to that Employee by Group Companies before any salary sacrifice or, in the case of an individual who is no longer an employee of a Group Company such rate of basic annual salary as the Board determines by reference to their rate of basic annual salary before they ceased to be such an employee.

Senior Manager: any individual (other than an Executive Director) who is performing a role which is categorised by the:

• a) Executive Committee as being a senior manager role; and/or
• b) by the Board as being a Material Risk Taker role.

Share Award: an Option which vests is scheduled to Vest on the Release Vesting Date.

Share Incentive Scheme: any arrangement to provide Employees with Shares.

Shares: ordinary voting shares in the Company (subject to rule 21).

Subsidiary: a subsidiary as defined in section 1159 of the Companies Act 2006.

Tax Authority: HMRC or, where relevant, its equivalent in another jurisdiction.

Tax Liability: any income tax and primary class 1 (employee) NICs (or their equivalents in any jurisdiction) or any other payroll deductions for which any Employer Company is or may be liable to account (or reasonably believes it is or may be liable to account) as a result of any Taxable Event.

Taxable Event: any event or circumstance that gives rise to a liability for the Award Holder to pay income tax and NICs or either of them (or their equivalents in any jurisdiction) in respect of:

• a) the Award, including its Payment, ReleaseVesting, exercise, assignment or surrender for consideration, or the receipt of any benefit in connection with it;
• b) any Shares (or other securities or assets):
  • (i) earmarked (for the purposes of Part 7A of ITEPA 2003) or held to satisfy the Award;
  • (ii) acquired on Release Vesting or exercise of the Share Award;
  • (iii) acquired as a result of holding the Share Award; or
  • (iv) acquired in consideration of the assignment or surrender of the Share Award;
• c) any securities (or other assets) acquired or earmarked as a result of holding Shares (or other securities or assets) mentioned in paragraph (b);
• d) entering into an election under section 430 or 431 of ITEPA 2003; or

e) any amount due under PAYE in respect of securities or assets within paragraph (a) to paragraph (d), including any failure by the Award Holder to make good such an amount within the time limit specified in section 222 of ITEPA 2003.

Transfer Only Award: a Share Award which the Board has designated can be satisfied only by the transfer of Shares, other than Treasury Shares. AShareAward is not a Transfer Only Award if it can be satisfied using Shares which have been issued to a person who holds those Shares in a fiduciary capacity for the purposes of a Share Incentive Scheme.

Treasury Shares: shares which meet the conditions set out in paragraphs (a) and (b) of subsection 724(5) of the Companies Act 2006.

United Kingdom Listing Authority: the Financial Conduct Authority (or any successor body carrying out the same functions), acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000.

UK MAR: the retained EU law version of the Market Abuse Regulation which applies in the United Kingdom from the end of the Brexit transition period.

Vest: means in relation to an Option, that it becomes exercisable in accordance with rule 12;

Vesting Date: is the date on which Vesting takes place and is determined in accordance with rule 7.5 or 8.3(b) as applicable.

Year: a financial year of the Company as defined in section 390 of the Companies Act 2006.

• 1.2 Rule headings shall not affect the interpretation of the rules.
• 1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
• 1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
• 1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
• 1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
• 1.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
• 1.8 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
• 1.9 A reference to writing or written includes email.
• 1.10 A reference to the Plan or to any other agreement or document referred to in the Plan is a reference to the Plan or such other agreement or document as varied (in each case, other than in breach of the provisions of the Plan) from time to time.
• 1.11 References to rules are to rules of the Plan.
• 1.12 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Grant of Awards

• 2.1 Subject to the rules, the Company may grant an Award to any Employee person it chooses during:
  • (a) the period of 42 days immediately following the Adoption Date;
  • (b) any period of 42 days immediately following the end of a Closed Period; and
  • (c) any period of 42 days following the date on which amendments to the Plan are approved by shareholders; and
  • (d) any other period in which the Board has decided to grant an Award due to exceptional circumstances which justify such a decision,

provided that if the Company is prohibited from granting Awards during any such period as a result of any Dealing Restrictions, the Company may grant Awards during the period of 42 days starting on the date on which the relevant Dealing Restriction ceases to apply.

• 2.2 The Company grant an Award to any person who is a former Employee during any of the periods referred to in rule 2.1. If it does so, the Board will interpret and apply the rules in such manner (acting reasonably) as it determines having regard to the fact that person was a former Employee at the Grant Date.
• 2.22.3 The Company may not grant Awards after the tenth anniversary of the Adoption Date16 November 2032.
• 2.32.4 The Company shall grant an Award in such written form as the Board approves from time to time. Each Award Certificate shall (without limitation):
  • (a) state the Grant Date of the Award;
  • (b) state the amount of the Cash Award;
  • (c) state the number of Shares in relation to which the Share Award is granted;
• (d) state whether the Share Award is a Transfer Only Award;
• (e)(d)state the Exercise Price;
• (f)(e) state the date when the Option will lapse, assuming that no event occurs to cause it to lapse earlier. This date may not be later than the tenth anniversary of the Grant Date;
• (g)(f) specify the Performance Conditions set under rule 3, any other conditions to which the Award is subject and the Performance Period;
• (h)(g)specify the Deferral Period for the Share Award;
• (i)(h) if applicable, specify the Clawback Period;
• (j)(i) state whether Dividend Equivalents will apply to the Share Award and, if they do, state the terms of the Dividend Equivalents;
• (k)(j) include a statement that the Award is subject to the rules (which shall be incorporated in the Award Certificate by reference);
• (l)(k) state any Relevant Restriction which applies to the Share Award;

2.42.5 No amount shall be paid by an Employee for the grant of an Award.

3. Performance Condition

• 3.1 On the Grant Date of any Award, the Board shall specify one or more appropriate Performance Conditions for the Award.
• 3.2 The Board may vary or substitute any Performance Condition, provided that any varied or substituted Performance Condition shall be (in the reasonable opinion of the Board):
  • (a) a fairer measure of performance than the original Performance Condition, as judged at the time of the variation;
  • (b) no more difficult to satisfy than the original Performance Condition was at the Grant Date; and
  • (c) not materially easier to satisfy than the original Performance Condition was at the Grant Date, unless the variation of the Performance Condition has been approved in advance by the Company in general meeting.
• 3.3 The Board shall determine whether, and to what extent, the Performance Condition has been satisfied:
  • (a) on the Performance Measurement Date, which shall be as soon as reasonably possible after the end of the Performance Period;
  • (b) in order to determine the Event BonusAccelerated Cash Payment in accordance with rule 19.1; and
• (c) in order to determine the Releasable Number in accordance with rule 19.1.
• 3.4 The Board shall notify the Award Holder within a reasonable time after the Board becomes aware of the relevant information:
  • (a) whether (and, if relevant, to what extent) the Performance Condition has been satisfied;
  • (b) of any subsequent change in whether, or the extent to which, the Performance Condition has been satisfied;
  • (c) of any variation or substitution of that Performance Condition under rule 3.2.
• 3.5 If the Board considers that a Performance Condition has become incapable of being satisfied, in whole or in part, that Award, or the appropriate part of it, shall lapse immediately. This rule is subject to rule 7.2(b).

4. Dividend Equivalents

• 4.1 On the Grant Date of any Award the Board may specify that Dividend Equivalents apply to the Share Award.
• 4.2 A Dividend Equivalent is a right to receive a payment on the Exercise Date.
• 4.3 The payment is equivalent to the dividends that would have been paid during the Deferral Period on the number of Shares in relation to which the Award is ReleasedVests.
• 4.4 The Board shall specify in the Award Certificate:
  • (a) whether the Dividend Equivalent shall be paid in cash or additional Shares; and
  • (b) whether the calculation of the Dividend Equivalent should assume that dividends paid on the Shares were reinvested in further Shares.

5. Overall grant limitslimit

• 5.1 The Company may not grant a Share Award if that grant would result in the total number of Dilutive Shares exceeding 10% of the issued share capital of the Company.
• 5.2 The Company may not grant a Share Award if that grant would result in the total number of Discretionary Dilutive Shares exceeding 5% of the issued share capital of the Company.

5.35.2 The Board may:

(a) redesignate a Transfer Only Award as not being a Transfer Only Award, in which case the Shares subject to that Share Award will be Dilutive Shares (the Board may not do this if the consequence would be to break the limits limit in either rule 5.1 or rule 5.2); and/or

(b) designate a Share Award which is not a Transfer Only Award as being a Transfer Only Award, in which case the Shares subject to that Share Award will not be Dilutive Shares.

6. Individual grant limits

• 6.1 Except where rule 6.2 applies, the Company may not grant an Award to any Employee person in respect of a Year if that grant would result in the:
  • (a) Maximum Amount of that Award exceeding 45%75% of the Employee'sthat person's Salary, or:
  • (b) maximum amount of the Cash Award exceeding 80% of the Maximum Amount of the Award; or
  • (c) Market Value of the Shares which are subject to the Share Award exceeding 30% of the Maximum Amount of the Award.

For the purposes of this rule 6.1, the Employee's Salary and Market Value of the Shares which are subject to a Share Award shall be measured as at the Grant Date of the Award.

• 6.2 If the Board considers that the circumstances of the proposed Award are exceptional, the Board may substitute 50%100% for 45%75% in relation to the percentage of the Employee's Salary which applies for the purposes of the Maximum Amount of the Award under rule 6.1(a).
• 6.3 If a person is granted only a Cash Award in respect of a Year, the Maximum Amount for the purposes of rule 6.1(a) shall be 60% of the relevant person's Salary (or 80% if rule 6.2applies) and rules 6.1(b) and 6.1(c) shall not apply,
• 6.36.4 For the avoidance of doubt, Transfer Only Awards are included for the purposes of rule 6.1 and rule 6.2.

7. Payment Date and Release Vesting Date

• 7.1 The Board shall specify in the Award Certificate the Performance Period, the Deferral Period and, in the case of an Award to an Employee or former Employee who is or was a Material Risk Taker, the Clawback Period.
• 7.2 As soon as reasonably practicable after the end of the Performance Period, the Board will determine:
  • (a) the extent to which the Performance Conditions have been satisfied; and
• (b) whether, in its discretion, it is appropriate to adjust upwards or downwards (including to zero) the extent to which a Cash Award (or part thereof) is Paid and/or Share Award (or part thereof) is ReleasedVests if it considers that the extent to which the Cash Award and/or Share Award would otherwise be Paid or ReleasedVest, as applicable, is not a fair reflection ofappropriate having regard to the performance of the Company, the Award Holder's performance and/or wider circumstancesany other factors the Board considers relevant.
• 7.3 The date of that determination is the Performance Measurement Date and (subject to rule 7.4, rule 7.5 and rule 8.1):
  • (a) the Cash Award will be Paid on the Payment Date; and
  • (b) the Share Award will be ReleasedVest on the Release Vesting Date,
  • or, in each case, lapse accordingly, in whole or in part.
• 7.4 The Payment Date shall be the date determined by the Company which is not more than 50 days after the Performance Measurement Date.
• 7.5 The Release Vesting Date shall be the first Dealing Day following the end of the Deferral Period, but if that date falls in a Closed Period or if on that date a Dealing Restriction applies to the Award Holder, the Release Vesting Date for the relevant Share Award will be the first Dealing Day following the end of that Closed Period or the lifting of that Dealing Restriction, as the case may be.

8. Suspension of Awards

• 8.1 Subject to rule 8.2, a Cash Award shall not be Paid and a Share Award shall not be ReleasedVest, and an Award Holder may not exercise an Option, at any time:
  • (a) while disciplinary proceedings by any Group Company are underway against the Award Holder; or
  • (b) while any Group Company is investigating the Award Holder's conduct and may as a result begin disciplinary proceedings; or
  • (c) while the FCA or any other regulatory authority is known by a Group Company to be investigating the Award Holder's conduct; or
  • (d) while any Group Company is investigating whether rule 8 may apply.
• 8.2 The Company shall not unfairly frustrate a valid Payment of a Cash Award or Release Vesting of a Share Award or exercise of an Option by the inappropriate application of any provision of rule 8.1.
• 8.3 For the avoidance of doubt, and subject to rule 7.4, rule 7.5, rule 9 and rule 19, a Cash Award that was not Paid on its expected Payment Date and Share Award that was did not

Released Vest on its expected Release Vesting Date due to the application of rule 8.1 shall be Paid or Releasedwill Vest, as applicable, if the Board so determines following the conclusion of the disciplinary proceedings or investigation or, if later, the end of the period of 30 days referred to in rule 9.5.

The:

• (a) Payment Date of that Cash Award shall be the date determined by the Company which is not more than 50 days after the date of the Board's determination; and
• (b) Release Vesting Date of that Share Award shall be the date of the Board's determination, or, if that date falls in a Closed Period or on a date on which a Dealing Restriction applies to the Award Holder, the first Dealing Day following the end of that Closed Period or the lifting of the Dealing Restriction, as the case may be.
• 8.4 An Award Holder who gives or receives notice of termination of employment before the relevant Release Vesting Date (whether or not lawful) may not exercise an Option at any time while the notice remains effective.
• 8.5 No Cash Award shall be Paid and no Share Award shall be ReleasedVest during a period when the Award Holder is on notice of termination of employment (whether or not lawful). An Award that would otherwise have been Paid or Released have Vested during such a period shall instead be Paid or Released shall Vest as applicable when and if the notice ceases to be effective.

9. Circumstances in which the Performance Underpin can apply

• 9.1 Rule 9 applies in relation to an Award if the Board, at its discretion, determines that :
  • (a) there has been a material deterioration in the underlying performance of the Group as determined by the Board, which may take into account the Group's performance on an absolute basis and/or its performance relative to such which is significantly greater than any deterioration in the performance of comparator listed financial services companies selected by the Board in relation to the relevant Award; or
  • (b) any part of the business for which the Award Holder is responsible, has suffered a material failure of risk management, conduct or compliance.
• 9.2 The Board may vary or substitute the factors that may be taken into account for the purposes of rule 9.1 if (in the reasonable opinion of the Board) it is appropriate to do so.
• 9.3 If the Board makes a determination under rule 9.1, the Board may:
• (a) in the case of a Cash Award which has not yet been Paid, determine to cancel the Cash Award or reduce it by such amount as the Board considers to be fair and reasonable; and
• (b) in the case of a Share Award, determine to cancel the Share Award or reduce it by such number of Shares as the Board considers to be fair and reasonable,

taking account of all circumstances that the Board considers to be relevant.

• 9.4 For the avoidance of doubt, the Board is not obliged to determine to cancel or reduce any particular Cash Award or Share Award, even if the Board does determine to cancel or reduce other Awards to the same or other Award Holders which had the same Grant Date, Payment Date or Release Vesting Date.
• 9.5 If the Board makes a determination in relation to an Award under this rule 9, it must do so:
  • (a) in the case of a Cash Award, before it is Paid;
  • (b) in the case of a Share Award made to an Employee who is a Material Risk Taker, before the end of the relevant Clawback Period; or
  • (c) in the case of a Share Award made to an Employee who is not a Material Risk Taker, before the end of the relevant Deferral Period, or

in each case, if later, within 30 days of the date on which any investigation under rule 8.1(d) is completed.

10. Circumstances in which malus and clawback can apply

• 10.1 Rule 10 applies in relation to an Award if:
  • (a) either or both rule 10.2 and rule 10.3 apply; and
  • (b) rule 10.4 applies.
• 10.2 This rule 10.2 applies in relation to an Award if the Board, at its discretion, determines that any of the following circumstances exist:
  • (a) the Award Holder has participated in or was responsible for conduct which resulted in significant losses to a Group Company;
  • (b) the Award Holder has failed to meet appropriate standards of fitness and propriety;
  • (c) the Company has reasonable evidence of fraud or material dishonesty by the Award Holder;
  • (d) the Company has become aware of any material wrongdoing on the part of the Award Holder;
  • (e) the Award Holder has acted in any manner which in the opinion of the Board has

brought or is likely to bring any Group Company into material disrepute or is materially adverse to the interests of any Group Company;

• (f) there is a breach of the Award Holder's employment contract that is a potentially fair reason for dismissal;
• (g) the Award Holder is in breach of a fiduciary duty owed to any Group Company;
• (h) in the case of an Award Holder who has ceased to be an Employee, discovery after cessation of an event was in breach of their employment contract or fiduciary duties in a manner that would have prevented the grant of the Award or the Payment of the Cash Award or the Release Vesting of the Share Award, as applicable, had the Company been aware (or fully aware) of that breachevent, and of which the Company was not aware (or not fully aware) until after both:
  • (i) the Award Holder's ceasing to be an Employee; and
  • (ii) the time (if any) when the Board decided to permit the Payment of the Cash Award and/or Release Vesting of the Award or the exercise of the Option; or
• (i) there was an error in:
  • (i) determining whether the Award should be made;
  • (ii) determining the size and nature of the Award; or
  • (iii) assessing the extent to which any Performance Condition was satisfied on the Performance Measurement Date;
• (j) there is reasonable evidence of misbehaviour or material error by the Award Holder; or
• (k) there has been a material downturn in the financial performance of any Group Company or relevant business unit..
• 10.3 This rule 10.3 applies in relation to an Award if the Board, at its discretion, determines that either of the following circumstances exist:
  • (a) a Group Company mis-stated any financial or non-financial information (whether or not audited) for any part of any Year that was taken into account in:
    • (i) determining whether the Award should be made;
    • (ii) determining the size and nature of the Award; or
    • (iii) assessing the extent to which any Performance Condition was satisfied; or
  • (b) any part of a business for which the Award Holder is responsible (or was responsible at any relevant time), has suffered a material failure of risk management.
• 10.4 This rule 10.4 applies in relation to an Award if the Board, at its discretion, determines that, if the circumstances mentioned in rule 10.2 or rule 10.3 had existed, and the Board had been fully aware that they existed:
  • (a) at the Grant Date, or
  • (b) in the case of a Cash Award that has already been Paid, at the Payment Date
  • (c) in the case of a Share Award that has already been ReleasedVested, at the Release Vesting Date,

then:

• (d) the Board would not have granted the Award;
• (e) the Board would have granted the Cash Award in relation to a lower amount of cash bonus;
• (f) the Board would have granted the Share Award in relation to a smaller number of Shares; or
• (g) in the case of a Cash Award that has already been Paid:
  • (i) it would not have been Paid at all, or
  • (ii) a lower amount of cash bonus would have been Paid; or
• (h) in the case of an Award that has already been ReleasedVested:
  • (i) it would not have been ReleasedVested at all, or
  • (ii) it would have been ReleasedVested in relation to a smaller number of Shares.
• 10.5 If the Board makes a determination in relation to an Award under rule 10, it must do so before the end of:
  • (a) in the case of an Award to an Employee or former Employee who is or was a Material Risk Taker, the Clawback Period; or
  • (b) in all other cases, the Deferral Period.

11. Operation of malus and clawback

• 11.1 This rule 11 applies to an Award if rule 10 applies to the Award.
• 11.2 If at the date of the determination under rule 10.4, the Cash Award has not yet been Paid, or Share Award has not yet been ReleasedVested or, if it has been ReleasedVested, the related Option has not yet been exercised, the Board may determine:
  • (a) in the case of a Cash Award, to cancel the Cash Award or reduce it by such amount as the Board considers to be fair and reasonable; and

(b) in the case of a Share Award, to cancel the Share Award or reduce it by such number of Shares as the Board considers to be fair and reasonable,

taking account of all circumstances that the Board considers to be relevant.

• 11.3 If at the date of the determination under rule 10.4, the Cash Award has been Paid, and/or the Share Award has been ReleasedVested and the related Option has been exercised, the Board may determine a Clawback Amount in relation to the Award.
• 11.4 The Clawback Amount shall be such amount as the Board considers to be fair and reasonable, taking account of all circumstances that the Board considers to be relevant, but shall not be more than:
  • (a) in relation to a Cash Award that has been Paid, the amount that was Paid;
  • (b) in relation to an Option that has been exercised, the greater of:
    • (i) the Market Value of the Shares measured on the date the Option was exercised, and
    • (ii) the Market Value of the Shares measured on the date of the determination,

minus any Exercise Price.

• 11.5 If the Award Holder has paid or is liable to pay any income tax or NICs in relation to the Cash Award or the Share Award, the Board may in its discretion decide to reduce the Clawback Amount to take account of this amount. In deciding whether to reduce the Clawback Amount, the Board shall take account of such factors it thinks fit, which may include market practice, corporate governance rules and guidelines, and the expectations of shareholders of the Company.
• 11.6 For the avoidance of doubt, the Board is not obliged to determine a Clawback Amount in relation to any particular Cash Award or Share Award, even if the Board does determine a Clawback Amount in relation to other Awards to the same or other Award Holders which had the same Grant Date, Payment Date or Release Vesting Date.
• 11.7 The Award Holder shall reimburse the Company for the Clawback Amount, in any way acceptable to the Board, on or as soon as possible after the Board determines a Clawback Amount in relation to the Award, which may include:
  • (a) the payment of cash to the Company equal to the Clawback Amount; and
  • (b) the transfer to the Company (or as directed by the Company) of Shares with a Market Value equal to the Clawback Amount.
• 11.8 If the Award Holder fails to reimburse the Company within 30 days after the determination, the Company shall obtain reimbursement from the Award Holder in any (or any combination) of the following ways:
  • (a) by reducing or cancelling any Cash Award that has not yet been Paid to the Award Holder;
  • (b) by reducing or cancelling any Options that the Award Holder has not exercised;
  • (c) by reducing or cancelling any future or existing award made or option granted to the Award Holder under any other Share Incentive Scheme or bonus scheme operated by any Group Company (other than a Schedule 2 SIP, a Schedule 3 SAYE option scheme or a Schedule 4 CSOP, as those terms are defined in ITEPA 2003);
  • (d) by requiring the Award Holder to make a cash payment to a Group Company; or
  • (e) by reducing the Award Holder's Salary.
• 11.9 It is a condition of the Payment or Release Vesting of an Award and the exercise of an Option that the Award Holder sign an Exercise Notice declaring an irrevocable agreement to the terms of rule 11 and including a power of attorney appointing the Company as the Award Holder's agent and attorney for the purposes of effecting the transfer of any Shares as referred to in rule 11.7.
• 11.10 In rules 10 and 11 references to a "Group MemberCompany" include a former Group MemberCompany, and references to an Award Holder include any person to whom a Cash Award has been Paid or Shares have been delivered or cash has been paid to satisfy the Release Vesting or exercise of a Share Award.

12. Exercise of Options

• 12.1 An Award Holder may not exercise an Option before the earliest of:
  • (a) its Release Vesting Date;
  • (b) the time when it becomes exercisable under rule 18; and
  • (c) the time when it becomes exercisable under rule 19.
• 12.2 An Award Holder may only exercise an Option to the extent that the relevant Performance Condition is achieved and any other condition stated in the Award Certificate is satisfied.
• 12.3 An Award Holder may not exercise an Option at a time when its exercise is prohibited by, or would be a breach of any Dealing Restrictions.

12.4 An Award Holder may not exercise an Option without having signed the Exercise Notice and made any arrangements, or entered into any agreements, that may be required and are referred to in rule 11 and rule 22.

13. Manner of exercise of Options

• 13.1 An Award Holder who exercises an Option in part must exercise it over at least 100 of the Shares or, if fewer, the number of Shares over which the Option is then exercisable.
• 13.2 The Award Holder shall exercise an Option by giving an Exercise Notice to the Company setting out the number of Shares over which the Award Holder wishes to exercise the Option. If that number exceeds the number over which the Option may be validly exercised at the time, the Company shall:
  • (a) treat the Option as exercised only in respect of that lesser number; and
  • (b) refund any excess amount paid to exercise the Option or meet any Tax Liability.
• 13.3 The Exercise Notice shall be accompanied by both of the following:
  • (a) payment of an amount equal to the Exercise Price multiplied by the number of Shares specified in the notice;
  • (b) any payment required under rule 22,

unless the Award Holder has entered into binding alternative arrangements to secure the payment of those amounts which are satisfactory to the Board.

• 13.4 The Exercise Notice shall contain or be accompanied by any documents relating to arrangements or agreements required under rule 11 and rule 22.
• 13.5 Any Exercise Notice shall be invalid:
  • (a) to the extent that it is inconsistent with the Award Holder's rights under these rules and the Award Certificate;
  • (b) if any of the requirements of rule 13.2, rule 13.3 or rule 13.4 are not met; or
  • (c) if any payment referred to in rule 13.3 is made by a cheque that is not honoured on first presentation or that fails in any other manner to transfer the expected value to the Company.

The Company may permit the Award Holder to correct any defect referred to in rule 13.5 (but shall not be obliged to do so). The date of any corrected Exercise Notice shall be the date of the correction rather than the original notice date for all other purposes of the Plan.

14. Settlement of Share Awards

• 14.1 This rule 14 is subject to rule 15.
• 14.2 Subject in the case of new Shares and/or Treasury Shares to the shareholders of the Company having approved in general meeting by way of an ordinary resolution their use under the Plan, the Company shall allot and issue Shares (or, as appropriate, procure the transfer of Shares) to the Award Holder within 30 days after the valid exercise of an Option.
• 14.3 Shares allotted and issued in accordance with rule 14.2 shall rank equally in all respects with the other shares of the same class in issue at the date of allotment, except for any Relevant Restriction or any rights determined by reference to a date before the date of allotment.
• 14.4 Shares transferred in accordance with rule 14.2 shall be transferred free of any lien, charge or other security interest, other than any Relevant Restriction, and with all rights attaching to them, other than any rights determined by reference to a date before the date of transfer.
• 14.5 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 in accordance with rule 14.2 to be listed or admitted to trading on that exchange.

15. Alternative methods of settlement of Share Awards

• 15.1 Instead of delivering the number of Shares specified in the relevant Exercise Notice, the Company may settle the exercise of an Option in any of the ways specified in rule 15.2 to rule 15.6.
• 15.2 The Company may settle the Option by procuring the transfer of sufficient Shares to deliver the gain net of the Exercise Price in the following manner:
  • (a) deduct the Exercise Price from the Market Value of a Share on the Exercise Date;
  • (b) multiply the result by the number of Shares specified in the relevant Exercise Notice;
  • (c) divide by the Market Value of a Share on the Exercise Date;
  • (d) round down to the nearest whole number and procure the transfer of that number of Shares to the Award Holder, together with a cash payment of the rounding amount; and
  • (e) refund the amount of any payment the Award Holder has made in respect of the Exercise Price.
• 15.3 The Company may settle the Option by procuring the transfer of sufficient Shares to deliver the gain net of the Exercise Price and the Tax Liability in the following manner:
  • (a) deduct the Exercise Price from the Market Value of a Share on the Exercise Date;
  • (b) multiply the result by the number of Shares specified in the relevant Exercise Notice;
  • (c) deduct the Tax Liability;
  • (d) divide by the Market Value of a Share on the Exercise Date;
  • (e) round down to the nearest whole number and procure the transfer of that number of Shares to the Award Holder, together with a cash payment of the rounding amount;
  • (f) refund the amount of any payment the Award Holder has made in respect of the Exercise Price and the Tax Liability; and
  • (g) settle the Tax Liability on the Award Holder's behalf.
• 15.4 The Company may settle the Option by allotting and issuing sufficient Shares to deliver the gain net of the Exercise Price in the following manner:
  • (a) deduct the nominal value of a Share from the Exercise Price;
  • (b) deduct the result from the Market Value of a Share on the Exercise Date;
  • (c) multiply the result by the number of Shares specified in the relevant Exercise Notice;
  • (d) divide by the Market Value of a Share on the Exercise Date;
  • (e) round down to the nearest whole number and allot and issue that number of Shares to the Award Holder, together with a cash payment of the rounding amount; and
  • (f) refund the amount of any payment the Award Holder has made in respect of the Exercise Price, minus the nominal value of the Shares so issued.
• 15.5 The Company may settle the Option by allotting and issuing sufficient Shares to deliver the gain net of the Exercise Price and the Tax Liability in the following manner:
  • (a) deduct the nominal value of a Share from the Exercise Price;
  • (b) deduct the result from the Market Value of a Share on the Exercise Date;
  • (c) multiply the result by the number of Shares specified in the relevant Exercise Notice;
  • (d) deduct the Tax Liability;
  • (e) divide by the Market Value of a Share on the Exercise Date;
• (f) round down to the nearest whole number and allot and issue that number of Shares to the Award Holder, together with a cash payment of the rounding amount;
• (g) refund the amount of any payment the Award Holder has made in respect of the Exercise Price and the Tax Liability, minus the nominal value of the Shares so issued; and
• (h) settle the Tax Liability on the Award Holder's behalf.
• 15.6 If the Award Holder consents, the Company may settle the Option in cash in the following manner:
  • (a) take the Market Value of a Share on the Exercise Date and deduct the Exercise Price;
  • (b) multiply the result by the number of Shares specified in the relevant Exercise Notice;
  • (c) deduct the Tax Liability and pay the resulting amount to the Award Holder; and
  • (d) refund the amount of any payment the Award Holder has made in respect of the Exercise Price and Tax Liability.
• 15.7 Instead of delivering the number of Shares subject to an Option, the Company may settle the Award in either of the manners specified in rule 15.8 or rule 15.9.
• 15.8 The Company may settle the Award by procuring the transfer of sufficient Shares to the Award Holder to deliver the gain net of the Tax Liability in the following manner:
  • (a) multiply the number of Shares in relation to which the Award has been ReleasedVested by the Market Value of a Share on the Release Vesting Date;
  • (b) deduct the Tax Liability;
  • (c) divide by the Market Value of a Share on the Release Vesting Date;
  • (d) round down to the nearest whole number and procure the transfer of that number of Shares to the Award Holder, together with a cash payment of the rounding amount;
  • (e) refund the amount of any payment the Award Holder has made in respect of the Tax Liability; and
  • (f) settle the Tax Liability on the Award Holder's behalf.
• 15.9 If the Award Holder consents, the Company may settle the Award in cash in the following manner:
  • (a) multiply the number of Shares in relation to which the Award has been ReleasedVested by the Market Value of a Share on the Release Vesting Date;
• (b) deduct the Tax Liability and pay the resulting amount to the Award Holder; and
• (c) refund the amount of any payment the Award Holder has made in respect of the Tax Liability.

16. Lapse of Awards

• 16.1 An Award Holder may not transfer or assign, or create any charge or other security interest over an Award (or any right arising under it). An Award shall lapse if the Award Holder attempts to do any of those things. However, this rule 16.1 does not prevent the transmission of an Award to an Award Holder's personal representatives on the death of the Award Holder.
• 16.2 An Award shall lapse on the earliest of the following:
  • (a) any attempted action by the Award Holder falling within rule 16.1;
  • (b) when the Board decides in accordance with rule 3.5, to the extent that the Performance Condition has become wholly or partly incapable of being met, subject to rule 7.2(b);
  • (c) any date on which the Award shall lapse, as specified in the Award Certificate;
  • (d) to the extent necessary to give effect to any reduction or cancellation under rule 9, rule 10 or rule 11;
  • (e) to the extent required by rule 17 or rule 18, the date the Award Holder dies or ceases employment;
  • (f) the end of the six monthrelevant period, if rule 18.4(a) or rule 18.5(a) applies;
  • (g) the end of the 90-dayrelevant period, if rule 18.4(b) or rule 18.5(b) applies;
  • (h) if the Board decides under rule 18.6 that it will not permit the Award Holder to exercise the Option, the date the Board so decides;
  • (i) the end of the 90-dayrelevant period during which exercise is permitted, if the Board decides under rule 18.6 that it will permit the Award Holder to exercise the Option;
  • (j) the end of the 90-dayrelevant period during which exercise is permitted under rule 18.7;
  • (k) the end of any relevant period during which exercise is permitted under rule 18.8;
  • (l) the time specified for the lapse of the Award under rule 19 if any part of that rule 19 applies;
  • (m) if the Board so determines under rule 21.3; or
  • (n) when the Award Holder becomes bankrupt under Part IX of the Insolvency Act 1986, applies for an interim order under Part VIII of the Insolvency Act 1986,

proposes or makes a voluntary arrangement under Part VIII of the Insolvency Act 1986, takes similar steps, or is similarly affected, under laws of any jurisdiction that correspond to those provisions of the Insolvency Act 1986; or

(n)(o)in the case of an Award granted to a former Employee, any date specified in the Award Certificate.

17. Termination of employment (Cash Awards)

17.1 Rule 17 applies to Cash Awards.

Leaving in the first six months of the Performance Period – Cash Award lapses unless the Board determines otherwise

17.2 If an Award Holder ceases to be an Employee for any reason within six months of the beginning of a Performance Period, any Cash Award granted to the Award Holder in respect of that Performance Period shall lapse immediately, unless the Board determines that the Cash Award should not lapse, in which case rules 17.3 and 17.4 will apply if the cessation is for a reason referred to in rule 17.3, and rule 17.6 will apply if the cessation is for any other reason.

Leaving as a "good leaver" in the second six months of the Performance Period – default of immediate partial lapse based on unexpired Performance Period, subject to discretion to vary

• 17.3 If an Award Holder ceases to be an Employee for any of the following reasons:
  • (a) death; or
  • (b) retirement with the agreement of the Board; or
  • (c) injury evidenced to the satisfaction of the Board; or
  • (d) ill health evidenced to the satisfaction of the Board; or
  • (e) disability evidenced to the satisfaction of the Board,

during the period which starts six months after the beginning of a Performance Period and ends on the last day of that Performance Period, any Cash Award granted to the Award Holder in respect of that Performance Period shall (subject to rule 17.8) lapse immediately in respect of a proportion of it. That proportion is calculated be reduced in accordance with the formula N x (X/Y) where:

• (a) N = the amount of the Cash Award which was originally granted, less any amount in respect of it which has lapsed;
• (b) X = the number of days between the date of cessation and the end of the Performance Period; and
• (c) Y = the number of days in the Performance Period

Leaving as a "good leaver" in the second six months of the Performance Period – potential Payment in respect of retained Cash Award, subject to performance etc.

• 17.4 If an Award Holder ceases to be an Employee during the period which starts six months after the beginning of a Performance Period and ends on the last day of that Performance Period, to the extent the Cash Award granted to the Award Holder in respect of that Performance Period does not lapse in accordance with rule 17.3 then Payment may become due in respect of it subject to the achievement of the Performance Condition and to any adjustment as referred to in rule7.2(b) or 9 and to rule 17.8. Any Payment made in respect of such an Award will:
  • (a) if cessation is due to death, be made to the Award Holder's personal representatives on the relevant Payment Date or as soon as reasonably practicable thereafter; or
  • (b) if cessation is for any of the other reasons set out in rule 17.3, be made to the Award Holder on the relevant Payment Date or as soon as reasonably practicable thereafter.

Leaving as a "good leaver" after the end of the Performance Period but before the Payment Date

17.5 This rule 17.5 applies if an Award Holder ceases to be an Employee after the end of a Performance Period but before the Payment Date of the related Cash Award, for any of the reasons set out in rule 17.3.

Subject to the achievement of the Performance Condition and to any adjustment as referred to in rule 7.2(b) or 9 and to rule 17.8, any Cash Award due to an Award Holder in respect of that Performance Period shall:

• (a) in the case of death, be Paid to the Personal Representatives of the Award Holder on the earlier of: if cessation is due to death, be Paid to the Award Holder's personal representatives on the relevant Payment Date or as soon as reasonably practicable thereafter; or
  • (i) the date which would have been the relevant Payment Date in the absence of the death of the Award Holder; and
  • (ii) within 10 Business Days of the Company verifying the identity and authority of the Personal Representatives of the Award Holder to its satisfaction; or
• (b) if cessation is for any of the other reasons set out in rule 17.3, be Paid to the Award Holder on the date which would have been the relevant Payment Date in the absence of the cessation of employment of the Award Holderor as soon as reasonably practicable thereafter.

Leaving other than as a "good leaver" in the second six months of the Performance Period or after the end of the Performance Period but before the Payment Date

• 17.6 This rule 17.6 applies if for any reason other than the reasons set out in rule 17.3, an Award Holder ceases to be an Employee:
  • (a) during the period which starts six months after the beginning of a Performance Period and ends on the last day of that Performance Period; or
  • (b) after the end of a Performance Period but before the relevant Payment Date.

The Board may in its absolute discretion authorise payment of the Cash Award to the Award Holder (in whole or in part) during the 90-day period beginning on the earlier of:

• (c) the relevant Payment Date; and
• (d) the date on which any payment becomes due under rule 19.

If the Cash Award is not Paid during the relevant 90-day period, the right to receive it will lapse at the end of that period.

Any decision by the Board to authorise payment under this rule 17.6 shall be made in the 90-day period following the cessation of employment and if the Board does not make such a decision within that period, the right to receive the Cash Award will lapse immediately and in accordance with rule 16 at the end of that period.

Discretion to pay early if cessation in compassionate "good leaver" circumstances

• 17.7 If an Award Holder ceases to be an Employee before a Cash Award's Payment Date for:
  • (a) any of the reasons set out in rule 17.3 and the Board (acting reasonably) determines that the circumstances of the cessation amount to "compassionate" circumstances; or
  • (b) for any other exceptional reason that Board determines amount to "compassionate" circumstances,

the Board may make Payment in respect of the Cash Award before its Payment Date. If Payment is made in respect of a Cash Award before its Payment Date in accordance with this rule 17.7, it will be:

• (c) of such amount as would be Paid in accordance with rule 17.4 or 17.5 as the case may be (as those rules are applied by the Board in the event of cessation for other exceptional reasons as referred to above), and if relevant the Board shall determine the extent to which any Performance Condition is determined to be satisfied; and
• (d) Paid on such date as the Board determines.
• 17.8 The Board may, in its discretion, determine that it is appropriate to reduce or increase the amount of the Cash Award in respect of which an Award shall lapse under rule 17.3 or be due for payment as referred to in rule 17.4 or 17.5 or 17.7 but for this rule 17.8 to take

account of the underlying performance of the Company, as determined by the Board, and any other factors that the Board considers relevant.

• 17.9 The Board shall notify the relevant Award Holder of any decision made under this rule 17, including any decision not to authorise payment of a Cash Award, within a reasonable time after making it.
• 17.10 An Award Holder who continues to be an employee or director of any Group Company shall not be regarded as ceasing to be an Employee for the purposes of this clause 17.

18. Termination of employment (Options)

18.1 Rule 18 applies to Options.

Leaving in the first six months of the Performance Period – Option lapses unless the Board determines otherwise

18.118.2 If an Award Holder ceases to be an Employee for any reason within six months of the beginning of a Performance Period, any Option granted to the Award Holder in respect of that Performance Period shall lapse immediately, unless the Board determines that the Option should not lapse, in which case rules 18.3 and 18.4 will apply if the cessation is for a reason referred to in rule 18.3, and rule 18.6 will apply if the cessation is for any other reason.

Leaving as a "good leaver" in the second six months of the Performance Period – default of immediate partial lapse based on unexpired Performance Period, subject to discretion to vary

18.218.3 If an Award Holder ceases to be an Employee for any of the following reasons:

• (a) death; or
• (b) retirement with the agreement of the Board; or
• (c) injury evidenced to the satisfaction of the Board; or
• (d) ill health evidenced to the satisfaction of the Board; or
• (e) disability evidenced to the satisfaction of the Board,

during the period which starts six months after the beginning of a Performance Period and ends on the last day of that Performance Period, any Option granted to the Award Holder in respect of that Performance Period shall (subject to rule 18.9) lapse immediately in respect of a number of Shares. That number is calculated in accordance with the formula N x (X/Y) where:

(f) N = the number of Shares in relation to which the Option was originally granted, less any Shares in respect of which it has lapsed;

• (g) X = the number of days between the date or cessation and the end of the Performance Period; and
• (h) Y = the number of days in the Performance Period.

Leaving as a "good leaver" in the second six months of the Performance Period – ability to exercise retained Option, subject to performance etc.

• 18.318.4 If an Award Holder ceases to be an Employee during the period which starts six months after the beginning of a Performance Period and ends on the last day of that Performance Period, to the extent an Option granted to the Award Holder in respect of that Performance Period does not lapse in accordance with rule 18.3 then it may become exercisable (subjectsubject to the achievement of the Performance Condition and to any adjustment as referred to in rule 7.2(b) or 9 and to rule 18.9), any Option granted to the Award Holder in respect of that Performance Period:. To the extent an Option becomes exercisable as referred to in this rule 18.4, it may be exercised:
  • (a) if cessation is due to death, subject to the Company verifying the identity and authority of the Personal Representatives of the Award Holder to its satisfaction, may be exercised by the Award Holder's personal representatives during the period of six twelve months after the relevant Release Vesting Date or during such longer period as the Board may permit ending not later than the tenth anniversary of the Grant Date; or
  • (b) if cessation is for any of the other reasons set out in rule 18.3, may be exercised by the Award Holder during the period of 90 dayssix months after the relevant Release Vesting Date or during such longer period as the Board may permit ending not later than the tenth anniversary of the Grant Date.,

in each case, in respect of the number of Shares that remain after part of the Option has lapsed under rule 18.3.

If any such Option is not exercised, it will lapse at the end of the relevant period.

Leaving as a "good leaver" after the end of the Performance Period but before the Vesting Date

18.418.5 This rule 18.5 applies if an Award Holder ceases to be an Employee after the end of a Performance Period but before the Release Vesting Date of the related Option, for any of the reasons set out in rule 18.3.

Subject to the achievement of the Performance Condition and to any adjustment as referred to in rule 7.2(b) or 9 and to rule 18.9, any Option granted to an Award Holder in respect of that Performance Period:

(a) if cessation is due to death, subject to the Company verifying the identity and authority of the Personal Representatives of the Award Holder to its satisfaction, may be exercised by the Personal Representatives of the Award Holder during the six twelve month period beginning on the earlier of:

• (i) the relevant Release Vesting Date; and
• (ii) the date on which the Option becomes exercisable under rule 19; and
• (b) if cessation is for any of the other reasons set out in rule 18.3, may be exercised by the Award Holder during the 90-daysix month period beginning on the earlier of:
  • (i) the relevant Release Vesting Date; and

the date on which the Option becomes exercisable under rule 19.,

or in either case during such longer period as the Board may permit ending not later than the tenth anniversary of the Grant Date

If the Option is not exercised during the relevant period, it will lapse at the end of that period.

Leaving other than as a "good leaver" in the second six months of the Performance Period or after the end of the Performance Period but before the Vesting Date

18.518.6 This rule 18.6 applies if for any reason other than the reasons set out in rule 18.3, an Award Holder ceases to be an Employee:

• (a) during the period which starts six months after the beginning of a Performance Period and ends on the last day of that Performance Period; or
• (b) after the end of a Performance Period but before the relevant Release Vesting Date.

The Board may in its absolute discretion permit the Award Holder to exercise the Option (in whole or in part) during the 90-daysix month period beginning on the earlier of:

• (c) the relevant Release Vesting Date; and
• (d) the date on which the Option becomes exercisable under rule 19.,

or such longer period as the Board may permit ending not later than the tenth anniversary of the Grant Date

If the Option is not exercised during the relevant 90-day period, it will lapse at the end of that period.

Any decision by the Board to grant permission under this rule 18.6 shall be made in the 90-day period following the cessation of employment and if the Board does not make such a decision within that period, the Option will lapse immediately and in accordance with rule

16 at the end of that period. The Award Holder may not exercise the Option before the Board makes such a decision.

Leaving after Vesting with an unexercised Option

18.7 An Award Holder who ceases to be an Employee on or after the relevant Release Vesting Date (except as a result of summary dismissal for gross conduct) may exercise the Option during the 90-daysix month period following the date of cessation, or such longer period as the Board may permit ending not later than the tenth anniversary of the Grant Date. If the Option is not exercised during that 90-daythe relevant period, it will lapse at the end of that period. If an Employee is dismissed for conduct which constituted gross misconduct, it will lapse on the date of cessation.

Discretion to permit early exercise if cessation in compassionate "good leaver" circumstances

• 18.8 If an Award Holder ceases to be an Employee before an Option's Vesting Date for:
  • (a) any of the reasons set out in rule 18.3 and the Board (acting reasonably) determines that the circumstances of the cessation amount to "compassionate" circumstances; or
  • (b) for any other exceptional reason that Board determines amount to "compassionate" circumstances,

the Board may permit the Award Holder to exercise the Option before its Vesting Date. If an Option is exercised before its Vesting Date in accordance with this rule 18.8, it may be exercised:

• (c) in respect of such number of Shares as it would be exercisable in accordance with rule18.4 or 18.5 as the case may be (as those rules are applied by the Board in the event of cessation for other exceptional reasons as referred to above), and if relevant the Board shall determine the extent to which any Performance Condition is determined to be satisfied; and
• (d) during such period as the Board determines ending no later than the tenth anniversary of the Grant Date.

If any such Option is not exercised, it will lapse at the end of the period determined by the Board.

18.618.9 The Board may, in its discretion, determine that it is appropriate to reduce or increase the number of Shares in respect of which an Option shall lapse under rule 18.3 or be capable of exercise as referred to in rule 18.4 or 18.5 but for this rule 18.9 to take account of the underlying performance of the Company, as determined by the Board, and any other factors that the Board considers relevant, which may include the proportion of any applicable Deferral Period which had elapsed on the date on which the Award Holder ceased to be an Employee.

• 18.718.10 The Board shall notify the relevant Award Holder of any decision made under this rule 18, including any decision not to permit the exercise of an Option, within a reasonable time after making it.
• 18.818.11 An Award Holder who continues to be an employee or director of any Group Company shall not be regarded as ceasing to be an Employee for the purposes of this clause 18.

19. Takeovers and liquidations

• 19.1 The amount of the Event BonusAccelerated Cash Payment and the Releasable Number of Shares in relation to an Award if a change of Control or other event which is relevant for the purposes of this rule 19 or, as appropriate, rule 2021, occurs:
  • (a) during the Performance Period, is determined by the Board as follows:
    • (i) in the case of a Cash Award, multiply the maximum amount of the cash in relation to which the Cash Award was originally granted, less any amount of the Cash Award that has already lapsed; and
    • (ii) in the case of a Share Award, multiply the number of Shares in relation to which the Share Award was originally granted, (as previously varied by rule 22, if applicable), less any Shares that have already lapsed,

by X/Y where:

X = the number of days between the beginning of the Performance Period and the date (or expected date) of the relevant event; and

Y = the number of days in the Performance Period; and

• (iii) apply a further reduction to reflect:
  • (A) the likelihood as at the date (or expected date) of the change of Control (or other relevant event) of the Performance Condition not being achieved by the end of the Performance Period; or
  • (B) the Board's assessment of the extent to which the Performance Condition is achieved at the date of the relevant event (or the date of assessment),

subject, in either case to a reduction or increase to take account of underlying performance of the Company, as determined by the Board taking into account such factors as it considers relevant, and any other factors that the Board considers relevant,

(b) after the end of the Performance Period but before the Performance Measurement Date, (without limiting the effect of rule 7.2 and subject to rule 19.4) is:

• (i) in the case of a Cash Award, the amount of the Cash Award that is determined by the Board to reflect the likelihood as at the date (or expected date) of the change of Control of the Performance Condition not having been achieved, less any amount of the Cash Award that has already lapsed; and
• (ii) in the case of a Share Award, the number of Shares that is determined by the Board to reflect the likelihood as at the date (or expected date) of the change of Control (or other relevant event) of the Performance Condition not having been achieved, less any amount of the Cash Award and any Shares that have already lapsed, as applicable; and
• (c) on or after the relevant Performance Measurement Date, (subject to rule 19.4 and the achievement of the Performance Conditions), is:
  • (i) in the case of a Cash Award, the amount of the cash bonus in relation to which the Cash Award that was originally granted less any amount of the Cash Award that has already lapsed or been Paid; and
  • (iii)(ii)in the case of a Share Award, the number of Shares in relation to which the Share Award was originally granted, (as previously varied by rule 22, if applicable), less any Shares that have already been ReleasedVested or in respect of which an Option, has already been exercised, or lapsed, as applicable.
• 19.2 Subject to rule 20 if an event referred to in rule 19.3 occurs:
  • (a) all Cash Awards shall be Paid as soon as practicable as to the Accelerated Cash Payment and lapse in respect of the balance;
  • (b) all Share Awards which have not already Vested shall Vest in respect of the Releasable Number of Shares and lapse in respect of the balance; and
  • (c) all Vested Options (whether they Vested under this rule 19.2 or earlier) may be exercised for a period of one month (or for such other period as the Board determines), after which time they will lapse.
• 19.3 The events referred to in rule 19.2 are:
  • (a) any person (either alone or together with any person Acting in Concert with them):
    • (i) obtaining Control of the Company as a result of making a general offer to acquire Shares; or
    • (ii) already having Control of the Company, making an offer to acquire all of the Shares other than those which are already owned by them,

and such offer becoming wholly unconditional; and

• (b) a compromise or arrangement in accordance with section 899 of the Companies Act 2006 for the purposes of a change of Control of the Company, being sanctioned by the Court.
• 19.2 If the Board considers that a change of Control is likely to occur, the Board may in its absolute discretion decide that:
  • (a) all Cash Awards shall be Paid in relation to the Event Bonus Payment;
  • (b) all Share Awards shall be Released in relation to the Releasable Number of Shares; and
  • (c) an Award Holder may exercise all or any part of any Option (but not in respect of more than the Releasable Number of Shares) within a reasonable period to be specified by the Board for that purpose and ending immediately before the Acquiror obtains Control of the Company. The Board shall have discretion to determine that an Option that is not exercised by the end of that period shall lapse.

The Board may decide that the Payment of Cash Awards and Release of Share Awards and exercise of Options shall be conditional on the change of Control actually occurring and shall be treated as having no effect if the change of Control does not occur.

• 19.3 Rule 19.4, rule 19.5 and rule 19.6 apply if a change of Control occurs and the Acquiror declares that it is willing to make an agreement under rule 20.
• 19.4 The Board may in its absolute discretion decide that an Award Holder may exercise all or any part of any Option (but not in respect of more than the Releasable Number of Shares) within a reasonable period to be specified by the Board for that purpose. Any part of an Option that is not either exchanged under rule 20 or exercised by the end of that period shall lapse.
• 19.5 The Award Holder may at any time during the Rollover Period exchange the Award under rule 20.
• 19.6 The Board has discretion to determine at any time before the end of the Rollover Period that some or all of any Awards that are not so exchanged shall lapse at the end of the Rollover Period.
• 19.7 If the Acquiror is not willing to make an agreement under rule 20:
  • (a) all Cash Awards shall be Paid as soon as practicable following the change of Control in relation to the Event Bonus Payment and lapse in relation to the balance;
• (b) all Share Awards shall be Released immediately following the change of Control in relation to the Releasable Number of Shares and lapse in relation to the balance; and
• (c) an Award Holder may exercise all or any part of any Option (but not in respect of more than the Releasable Number of Shares) within the period of 30 days following the change of Control. Any part of an Option that is not exercised by the end of that period shall lapse.
• 19.8 If any person becomes bound or entitled to acquire Shares under sections 979 to 982 or 983 to 985 of the Companies Act 2006:
  • (a) all Cash Awards shall be Paid as soon as practicable thereafter in relation to the Event Bonus Payment and lapse in relation to the balance;
  • (b) all Awards shall be Released in relation to the Releasable Number of Shares and lapse in relation to the balance; and
  • (c) an Award Holder may exercise all or any part of any Option (but not in respect of more than the Releasable Number of Shares) at any time when the person remains so bound or entitled.

An Option that is not so exercised shall lapse at the end of the period during which that person is bound or entitled (unless it lapses earlier in accordance with rule 18 or is exchanged under rule 20).

• 19.9 If the court sanctions a compromise or arrangement under section 899 of the Companies Act 2006 which is for the purposes of a change of Control, the Board may decide that:
  • (a) all Cash Awards shall be Paid in relation to the Event Bonus Payment;
  • (b) all Awards shall be Released in relation to the Releasable Number of Shares; and
  • (c) an Award Holder may exercise all or any part of any Option (but not in respect of more than the Releasable Number of Shares) within a reasonable period to be specified by the Board for that purpose. The Board shall have discretion to determine that an Option that is not exercised by the end of that period shall lapse.
• 19.10 If any Shares, in one or a series of transactions, are sold resulting in the buyer and persons Acting in Concert with the buyer together acquiring Control of the Company, but the buyer is a company and its shareholders and the proportion of its shares held by each of them following completion of the sale are substantially the same as the shareholders and their shareholdings in the Company immediately before the sale, the Board may determine that this does not constitute a change of Control.

If the buyer offers to make such arrangements as the Board, in its reasonable opinion, considers to be fair, for new awards to be offered under rule 20 in exchange for Awards, then the Board may decide that any Awards that are not so exchanged shall lapse on such date as the Board shall specify.

If the buyer does not offer to make arrangements that the Board considers to be fair within 30 days after the buyer has acquired Control, then:

• (a) all Cash Awards shall be Paid within 30 days of the buyer acquiring Control in relation to the Event Bonus Payment and lapse in relation to the balance;
• (b) all Awards shall be Released on the 31st day following the buyer acquiring Control in relation to the Releasable Number of Shares and lapse in relation to the balance; and
• (c) an Award Holder may exercise all or any part of any Option (but not in respect of more than the Releasable Number of Shares) within the period starting 31 days and ending 90 days following the buyer acquiring Control. Any part of an Option that is not exercised by the end of that period shall lapse.
• 19.11 In rule 19 and rule 20, a person shall be deemed to have obtained Control of a company if that person, and others Acting in Concert with that person, have obtained Control of it together.
• 19.1219.4 If the shareholders of the Company receive notice of a resolution for the voluntary winding up of the Company:
  • (a) all Cash Awards shall be Paid upon the passing of that resolution in relationas to the Event BonusAccelerated Cash Payment and lapse in relation to the balance; and
  • (b) any Award Holder may exercise an Option in respect of the Releasable Number of Shares at any time before that resolution is passed, conditional upon the passing of that resolution, and if the Award Holder does not exercise the Option, it shall lapse when the winding up begins.

The Board shall notify Award Holders of any event that is relevant to Awards under this rule 19 within a reasonable period after the Board becomes aware of it.

19.1319.5 For the avoidance of doubt, rule 19 is subject to rule 8.4 and rule 8.5.

20. Exchange of Awards

20.1 If the Acquiror is a company, each Award Holder may, by agreement with the Acquiror within the Rollover Period, surrender any Share Award (Old Award) in exchange for a replacement right (New Award). A Cash Award shall not be Paid as to the Accelerated Cash Payment in accordance with rule 19.2(a)and a Share Award that has not yet Vested shall not Vest in respect of the Releasable Number of Shares in accordance with rule 19.2(b)but in each case will be exchanged for a new award that, in the opinion of the

Board, is equivalent to the Cash Award or the Share Award as the case may be to the extent that:

(a) an offer to exchange the Award is made and accepted by the Award Holder;

• (b) there is an Internal Reorganisation, unless the Board determines otherwise; or
• (c) the Board decides (before the relevant event) that an Award will be exchanged.

The new award may be over shares in and/or other securities issued by a different company (whether an acquiring company or a different company) and/or a right to receive a cash amount.

• 20.2 If an Award is exchanged under rule 20.1, the rules of this Plan will be construed in relation to the new award (the "New Award") as if:
  • (a) the New Award was an Award granted under the Plan at the same time as the Award;
  • (b) references to any Performance Condition were references to a new performance condition to which the New Award is subject;
  • (c) references to the Company were references to the company whose shares and/or other securities are subject to the New Award; and
  • (d) references to Shares were references to shares and/or other securities that are the subject of the New Award.
• 20.1 A New Award shall be granted on such terms and in relation to such shares of such company as the Acquiror and the Award Holder may agree.
• 20.2 The Rollover Period is a period specified by the Acquiror within which Award Holders may agree to surrender their Awards.

21. Variation of share capital

• 21.1 This rule 21 applies where there is:
  • (a) a variation of share capital of the Company;
  • (b) a delisting; or
  • (c) an extraordinary distribution to shareholders of the Company.
• 21.2 In this rule 21:
  • (a) a variation of share capital includes a capitalisation issue, rights issue, consolidation, subdivision or reduction of capital, a vendor placing with clawback, a vendor rights offer or a cash open offer. However, a scrip dividend is not a variation of share capital.
• (b) an extraordinary distribution to shareholders includes a demerger or special dividend.
• 21.3 If notice is given to shareholders of the Company of a proposed extraordinary distribution or if a delisting is proposed, the Board shall determine whether the interests of Award Holders would or might be substantially prejudiced by the proposed extraordinary distribution.

If the Board does so decide, it may determine that:

• (a) some or all Cash Awards shall be Paid in relationas to the Event BonusAccelerated Cash Payment;
• (b) some or all Share Awards shall be ReleasedVest in relation to the Releasable Number of Shares; and
• (c) an Award Holder may exercise all or any part of any Option (but not in respect of more than the Releasable Number of Shares) within a reasonable period specified by the Board for that purpose and ending immediately before the record date for the extraordinary distribution or the date on which the delisting takes effect. The Board shall have discretion to determine that an Option that is not exercised by the end of that period shall lapse.

The Board may decide that the Payment of Cash Awards, Release Vesting of Share Awards and exercise of Options shall be conditional on the extraordinary distribution or delisting actually occurring and shall be treated as having no effect if the extraordinary distribution or delisting does not occur.

The Event BonusAccelerated Cash Payment and Releasable Number shall be determined in accordance with rule 19.1 as if the extraordinary distribution were a change of Control.

For the avoidance of doubt, if the Board does not determine that Awards shall be Paid or shall Vest, Released and Options may be exercised, as applicable, the Board may nevertheless make an adjustment to the Share Awards under rule 21.4.

• 21.4 If a variation of share capital or an extraordinary distribution occurs in respect of the Company and the Board considers that it has affected the value of Share Awards, the Board shall consider whether it is fair to adjust the terms of the Share Awards and, if so, the Board shall make such adjustment as it considers appropriate to:
  • (a) the number of Shares subject to the Share Award; and
  • (b) the class of Shares subject to the Share Award.
• 21.5 The Board shall notify all affected Award Holders of any decision made under rule 21 within a reasonable time after making it.

22. Tax liabilities

• 22.1 Any Cash Award, including any Event BonusAccelerated Cash Payment, will be subject to the deduction of income tax under PAYE and any NICs (and all and any other deductions required by law).
• 22.2 The Award Holder shall indemnify each Employer Company in respect of any Tax Liability in relation to an Award to the extent not deducted in accordance with rule 22.1.
• 22.3 The Exercise Notice shall include the Award Holder's irrevocable agreement to:
  • (a) pay the Tax Liability to the Employer Company; and
  • (b) enter into arrangements to the satisfaction of the Company or Employer Company to pay the Tax Liability,

to the extent not deducted in accordance with rule 22.1.

• 22.4 If an Award Holder does not pay the Tax Liability which is not deducted in accordance with rule 22.1 within seven days of any Taxable Event the Company or Employer Company, as appropriate, may:
  • (a) if the relevant Taxable Event is the exercise of an Option or the Release Vesting of a Share Award, and the Shares are readily saleable at the time, retain and sell such number of Shares on behalf of the Award Holder as is necessary to meet the Tax Liability, and any costs of sale; or
  • (b) deduct the amount of any Tax Liability from any payments of remuneration made to the Award Holder on or after the date on which the Tax Liability arose except that, in the case of NICs, the Employer Company may only withhold such amount as is permitted by the Social Security (Contributions) Regulations 2001 (SI 2001/1004).

The Award Holder's obligations under rule 22.2 shall not be affected by any failure of the Company or Employer Company to withhold shares or deduct from payments of remuneration under rule 22.1 or this rule 22.4.

• 22.5 It is a condition of the exercise of an Option that the Award Holder enters into a joint election, under section 431(1) or 431(2) of ITEPA 2003, in respect of the Shares to be acquired on the Release Vesting of the Share Award or exercise of the Option, if required to do so by the Company or Employer Company, on or before the Release Vesting of the Share Award or exercise of the Option.
• 22.6 The Exercise Notice shall include a power of attorney appointing the Company as the Award Holder's agent and attorney for the purposes of rule 22.4 and rule 22.5.

23. Relationship with employment contract

• 23.1 The rights and obligations of any Award Holder under the terms of an office or employment with any Group Company or former Group Company shall not be affected by being an Award Holder. Participation in the Plan does not create any right to continued employment for any Award Holder.
• 23.2 The value of any benefit realised under the Plan by Award Holders shall not be taken into account in determining any pension or similar entitlements.
• 23.3 Award Holders and Employees shall have no rights to compensation or damages on account of any loss in respect of Awards or the Plan where this loss arises (or is claimed to arise), in whole or in part, from:
  • (a) termination of office or employment with; or
  • (b) notice to terminate office or employment given by or to,

any Group Company or any former Group Company. This exclusion of liability shall apply however termination of office or employment, or the giving of notice, is caused, and however compensation or damages are claimed.

• 23.4 Award Holders and Employees shall have no rights to compensation or damages from any Group Company or any former Group Company on account of any loss in respect of Awards or the Plan where this loss arises (or is claimed to arise), in whole or in part, from:
  • (a) any company ceasing to be a Group Company;
  • (b) the transfer of any business from a Group Company to any person that is not a Group Company;
  • (c) 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
  • (d) the operation, suspension, termination or amendment of the Plan.

This exclusion of liability shall apply however the change of status of the relevant Group Company, or the transfer of the relevant business, is caused, and however compensation or damages are claimed.

23.5 An Employee shall not have any right to receive Awards, whether or not the Employee has previously been granted any.

24. Notices

24.1 Any notice or other communication given under or in connection with the Plan shall be in writing and shall be:

(a) delivered by hand or by prepaid first-class post or other next working day delivery service at the Appropriate Address;

For the purposes of this rule 24.1, the Appropriate Address means:

• (i) in the case of the Company, its registered office, provided the notice is marked for the attention of the HR Director;
• (ii) in the case of an Award Holder, his home address; and
• (iii) in the case of an Award Holder who has died, and in respect of whom notice of the appointment of personal representatives is given to the Company, any contact address specified in that notice; or
• (b) sent by email to the Appropriate Email Address.

For the purposes of this rule 24.1, Appropriate Email Address means:

• (i) in the case of the Company, HR@ajbell.co.uk or such other email address as may be notified to an Award Holder in accordance with this rule 24 from time to time; and
• (ii) in the case of an Award Holder who is permitted to access personal emails at work, the work email address.
• 24.2 Any notice or other communication given under this rule 24 shall be deemed to have been received:
  • (a) if delivered by hand, on signature of a delivery receipt, or at the time the notice is left at the appropriate address;
  • (b) if sent by prepaid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting, or at the time recorded by the delivery service; and
  • (c) if sent by email, at 9.00 am on the next Business Day after sending.

25. Administration and amendment

• 25.1 The Board shall administer the Plan.
• 25.2 The Board may amend the Plan from time to time, but:
  • (a) The Board may not amend the Plan if the amendment:
    • (i) applies to Awards granted before the amendment was made; and
    • (ii) materially adversely affects the interests of Award Holders,

unless all Award Holders who may be affected by the amendment have been invited to indicate whether or not they approve of the amendment and the amendment is approved by a majority of those Award Holders who have so indicated.

• (b) While Shares are admitted to the Official List maintained by the United Kingdom Listing Authority, the Board may not make any amendment to the advantage of Award Holders or Employees if that amendment relates to:
  • (i) the definition of Employee;
  • (ii) the basis for determining An Award Holder's entitlement to, and the terms of, Shares or cash to be provided under the Plan
  • (iii) rule 5 or rule 6 or rule 21; or
  • (iv) the terms of this rule 25.2(b),

without the prior approval of the Company in general meeting (except for minor amendments to benefit the administration of the Plan, to take account of a change in legislation, or to obtain or maintain favourable tax, exchange control or regulatory treatment for Award Holders or for a Group Company).

• 25.3 The cost of establishing and operating the Plan shall be borne by the Group Companies in proportions determined by the Board.
• 25.4 Any decision under rule 10, rule 11, rule 17.6 or rule 18.6, and whether to consider making such a decision, shall be entirely at the discretion of the Board.
• 25.5 The Board shall determine any question of interpretation and settle any dispute arising under the Plan, including determining whether anything is material. In these matters, the Board's decision shall be final.
• 25.6 In making any decision or determination, or exercising any discretion under the rules, the Board shall act fairly and reasonably and in good faith.
• 25.7 The Company shall not be obliged to notify any Award Holder:
  • (a) if an Option is due to lapse; or
  • (b) when an Option is due to, or has, become exercisable.
• 25.8 The Company shall not be obliged to provide Award Holders with copies of any materials sent to the holders of Shares.

26. Third party rights

26.1 A person who is not a party to an Award shall not have any rights under or in connection with it as a result of the Contracts (Rights of Third Parties) Act 1999 except where these rights arise under any rule of the Plan for any Employer Company that is not a party to an Award.

This does not affect any right or remedy of a third party that exists, or is available, apart from the Contracts (Rights of Third Parties) Act 1999.

26.2 The rights of the parties to an Award to surrender, terminate or rescind it, or agree any variation, waiver or settlement of it, are not subject to the consent of any person that is not a party to the Award as a result of the Contracts (Rights of Third Parties) Act 1999.

27. Data protection

For the purpose of operating the Plan, the Company will collect and process information relating to Employees and Award Holders in accordance with the privacy notice which is on the Company intranet.

28. Governing law

The Plan and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

29. Jurisdiction

• 29.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Plan or its subject matter or formation (including non-contractual disputes or claims).
• 29.2 Each party irrevocably consents to any process in any legal action or proceedings under rule 29.1 being served on it in accordance with the provisions of the Plan relating to service of notices. Nothing contained in the Plan shall affect the right to serve process in any other manner permitted by law.