Admiral Group plc

The Admiral Group plc 2025 Discretionary Free Share Scheme

Shareholder approval: [●] 2025 Board adoption: [●] 2025 Plan expires: [●] 2035 Schedule A notified to HMRC: [●] 2025

1.	Grant of Awards	1
1.1.	Awards granted by Grantor	1
1.2	Terms of Awards and Directors' Remuneration Policy limitations	1
1.3	Procedure for grant of Awards and Award Date	1
1.4	Terms and conditions set at grant	1
1.5	When Awards may be granted	1
1.6	When Awards may not be granted	2
1.7	Who can be granted Awards	2
1.8	Confirmation of acceptance of Award	2
1.9	Right to refuse Award	2
	1.10 No payment for an Award	2
	1.11 Awards non-transferable	2
	1.12 Awards which are Restricted Shares	2
2.	Plan limit	3
2.1	General	3
	2.2 10 per cent in 10 years	3
	2.3 Calculation	3
	2.4 Scaling down	3

3.	Individual limit	3
3.1	General	3
	3.2 Limit	3
	3.3 Scaling down	4
4.	Award Price	4

5.	Performance Target and conditions	4
5.1	Setting of Performance Target and conditions	4
	5.2 Nature of Performance Target and conditions	4
5.3	Substitution, variation or waiver of Performance Target and conditions 5.4 Notification of Award Holders	4 4

6.	Reduction of Awards	4
6.1	Application of Rules 6.2 and 6.3	5
	6.2 Malus	5
	6.3 Clawback	5
	6.4 Reduction of unexercised Option	7
	6.5 Interaction with other plans	8

7.	Vesting of Awards (and exercise of Options)	8
7.1	Earliest date for Vesting of Awards	8
7.2	Delay in Vesting of Awards and adjustment of level of Vesting	8
7.3	Effect of Award Vesting	8
7.4	No Vesting or exercise while Dealing Restrictions or Directors' Remuneration Policy restrictions apply	8
7.5	Effect of cessation of Relevant Employment	9
7.6	Options may be exercised in whole or in part	9
7.7	Procedure for exercise of Options	9
	7.8 Issue or transfer of Plan Shares	10
7.9 Net or cash settling		10
7.10 Dividend equivalents		10
8. Holding Period		10
8.1 Definitions		10
8.2 Application		11
	8.3 Commencement of Holding Period	11
	8.4 Issue or transfer to Holding Period Holder	11
	8.5 No transfer during Holding Period	11
	8.6 Shareholder rights during Holding Period	11
	8.7 Ceasing Relevant Employment during the Holding Period	11
8.8 Clawback		11
8.9 End of Holding Period		11
9.	Vesting of Awards (and exercise of Options) in special circumstances	12
9.1 Death		12
	9.2 Injury, disability, redundancy, retirement etc	12
	9.3 Award Holder relocated abroad	13
	9.4 Meaning of ceasing to be in Relevant Employment	13
9.5 Interaction of Rules		13
10.	Takeover, scheme of arrangement or winding-up of Company	13
10.1 Takeover		13
	10.2 Compulsory acquisition of shares in the Company	14
10.3 Scheme of arrangement		14
	10.4 Winding-up of the Company	14
	10.5 Demergers and other events	14
	10.6 Meaning of "obtains Control of the Company"	15
	10.7 References to Board within this Rule 10	15
	10.8 Notification of Award Holders	15
	10.9 Vesting of Awards in advance of a corporate event	15
	10.10 Interaction with Rule 6.3 (Clawback)	15

11. Exchange of Awards	15
11.1 Reorganisation or merger
11.2 Where Exchange applies
11.3 Terms of Exchange	16
12. Lapse of Awards	16
13. Adjustment of Awards on Reorganisation	16
13.1 Power to adjust Awards	16
13.2 Award Price	17
13.3 Notification of Award Holders	17
14. Accounting for PAYE and National Insurance Contributions	17
14.1 Deductions	17
14.2 Transfer of Employer's NIC	17
14.3 Execution of document by Award Holder	17
14.4 Tax elections	17
15. Issue and listing of Plan Shares	17
15.1 Rights attaching to Plan Shares	17
15.2 Listing and admission to trading of Plan Shares	17
16. Relationship of Plan to contract of employment	17
16.1 Contractual provisions	18
16.2 Deemed agreement	18
17. Administration of Plan	18
17.1 Responsibility for administration	18
17.2 Board's decision final and binding	18
17.3 Grantor to consult with the Board	18
17.4 Discretionary nature of Awards	18
17.5 Provision of information	18
17.6 Cost of the Plan	18
17.7 Data protection	19
17.8 Third party rights	19
18. Amendment of Plan	19
18.1 Power to amend the Plan	19
18.2 Amendments to the Plan	19
18.3 Rights of existing Award Holders	19
18.4 Overseas plans	20
19. Notices	20
19.1 Notice by the Grantor	20
19.2 Deceased Award Holders	20

19.3 Notice to the Grantor	20
20. Governing law and jurisdiction	20
20.1 Plan governed by English law	20
20.2English courts to have jurisdiction	20
20.3 Jurisdiction agreement for benefit of the Company	20
20.4Award Holder deemed to submit to such jurisdiction	20
21. Interpretation	20
21.1 Definitions	20
21.2 Interpretation	23
Schedule A	24
United Kingdom – CSOP Options	24
A.1 Definitions	24
A2. Grant of CSOP Options and eligibility to be granted CSOP Options	24
A3. General requirements as to the terms of the CSOP Option	25
A4. CSOP Options: reporting requirements	25
A5. Plan Shares subject to a CSOP Option	25
A6. Award Price	25
A7. HMRC limit	25
A8. Plan Shares subject to a Restriction	26
A9. Variations in share capital, demergers and special distributions	26
A10. Restrictions on exercise of a CSOP Option	26
A11. Discretion on exercise and lapse of CSOP Options	26
A12. Exercise of CSOP Options following death	26
A13. Exercise of CSOP Options in special circumstances	26
A14. Takeover, compulsory acquisition, scheme of arrangement or winding-up of the Company	27
A15. Exchange of CSOP Options	28
A16. Changing the terms of CSOP Options	29
A17. Substitution, variation or waiver of Performance Target and/or any other conditions	29
A18. Accounting for PAYE and National Insurance Contributions	29
A19.Disapplication of certain Rules and provisions	29
Schedule B	30
Phantom Award Schedule	30
B1. Application of the Rules	30
B2. Definitions	30
B3. Terms of Phantom Awards	30
B4. Settlement of Phantom Awards	30
B5. Award Price	30

B6.	Lapse	30
B7.	No Share rights	30
	Schedule C 31
	Deferred Bonus Award Schedule	31
C1.	Application of the Rules	31
C2.	Definitions	31
C3.	Grant of Deferred Bonus Awards	31
C4.	Modification of certain Plan rules and provisions	31
	Schedule D	33
	US Schedule	33
	D.1 Definitions	33
	D.2 Grant of Awards	34
	D.3 Section 409A Exempt Awards	34
	D.4 Section 409A Compliant Awards	35
	D.5 Changing the Terms of Awards	36
	D.6 Use of Trusts	36
	D.7 Interpretation and Administration Intent	36
	Schedule E	38
	French Subplan	38
1.	Preamble	38
2.	Purpose of the French Sub-Plan	39
4.	Limits	40
5.	Beneficiaries of Free Shares	41
6.	Vesting Period	41
6.1.	Conditions of the Vesting Period	41
6.2.	Rights in respect of the Vesting Period	43
6.3.	Transfer of ownership and rights attached to the Shares granted	43
7.	Holding Period	43
8.	Value of Free Shares and valuation method at the Vesting Date	43
9.	Protection of Beneficiaries' rights	44
9.1.	Transactions provided for under French law occurring during the Vesting Period 44
9.2.	Transactions not provided for under French law occurring during the Vesting Period	44
9.3.	Miscellaneous adjustments	44
10.	Tax and social security provisions	45
10.1.	Tax provisions (preferential treatment subject to compliance with the provisions of this plan)	45
10.2.	Social security provisions	46
11.	Amendments to this French Sub-Plan and individual terms and conditions Contents	46

Miscellaneous 46

1. Grant of Awards

1.1. Awards granted by Grantor

Subject to Rules 1.5, 1.6, 1.7 and 17.3 the Grantor may from time to time grant Awards to Eligible Employees.

1.2 Terms of Awards and Directors' Remuneration Policy limitations

Subject to the Rules, the Grantor will in its absolute discretion decide whether or not any Awards are to be granted at any particular time and, if they are, to whom they are granted and the terms of such Awards. Where Awards are not granted by the Board the terms must be approved in advance by the Board.

Where the Company has in place a Directors' Remuneration Policy approved by the Company in general meeting, the terms of an Award to be granted to an Eligible Employee who is a director of the Company must fall within the scope of the Directors' Remuneration Policy in place when the Award is granted. Such terms may include by way of example but without limitation any relevant individual limit in Rule 3 and any Performance Target set under Rule 5.

1.3 Procedure for grant of Awards and Award Date

An Award shall be granted by the Grantor passing a resolution. The Award Date shall be the date on which the Grantor passes the resolution or such later date as specified in the resolution and allowed by Rule 1.5. The grant of an Award shall be evidenced by a deed executed by or on behalf of the Grantor. An Award Certificate or a Restricted Share Agreement (as applicable) shall be issued to each Award Holder as soon as reasonably practicable following the grant of the Award setting out details of the Award determined in accordance with Rule 1.4 and, where applicable, Rule 1.12.

1.4 Terms and conditions set at grant

The Grantor shall, at the time of grant, determine:

1. whether the Award comprises an Option, a Conditional Share Award or Restricted Shares;
1. the Award Date;
1. the number of Plan Shares subject to the Award or the basis on which the number of Plan Shares will be calculated;
1. the Award Price (if any);
1. the date or dates on which the Award will normally Vest and if more than one date is specified, the number or proportion of the Plan Shares subject to an Award which will normally Vest on each of those dates;
1. whether or not any dividend equivalents will be payable under Rule 7.9;
1. in the case of an Option, the Exercise Period;
1. any Performance Target (and the applicable Performance Period) and any condition imposed under Rule 5.1;
1. any Holding Period (and the proportion of the Award to which it applies, if not 100 per cent);
1. whether Rule 6.2 (Malus) and/or Rule 6.3 (Clawback) shall apply to the Award; and
1. any other conditions of the Award; and
1. where the Award comprises Restricted Shares, any provisions which must be determined under Rule 1.12.

The Grantor may grant an Award in any number of tranches, where the terms (as referred to in this Rule 1.4) are different. In these circumstances, the Rules will be interpreted as if each tranche was a standalone Award.

1.5 When Awards may be granted

Subject to Rule 1.6, the Grantor may grant Awards only during the 42 days beginning on:

1. the date of shareholder approval of the Plan;
1. the day after the announcement of the Company's results for any period through a Regulatory Information Service;
1. any day on which the Board determines that circumstances are sufficiently exceptional to justify the grant of Awards at that time; or
the day after the lifting of any Dealing Restrictions which prevented the grant of Awards during any of the times described above.

1.6 When Awards may not be granted

Awards may not be granted:

1. when prevented by any Dealing Restrictions; or
1. after the 10th anniversary of shareholder approval of the Plan.

1.7 Who can be granted Awards

An Award may only be granted to an individual who is an Eligible Employee at the Award Date. Unless the Board decides otherwise, an Award will not be granted to an Eligible Employee who on or before the Award Date has given or received notice of termination of employment (whether or not lawful).

1.8 Confirmation of acceptance of Award

The Grantor may require an Eligible Employee who is (or is to be) granted an Award to confirm their acceptance of the Rules and the terms of any Award granted to them by a specified date. Such confirmation will be in a manner and form set by the Grantor (which may require the Eligible Employee to confirm acceptance on a portal or execute a document). The Grantor may provide that the Award will lapse (and as a result be treated as never having been granted) if the confirmation of acceptance is not provided by the specified date, or provide that the Award will not Vest until they do so agree in writing.

1.9 Right to refuse Award

An Award Holder may by notice in writing to the Company within 30 days after the Award Date state they do not want their Award in whole or part. In such a case, their Award shall to that extent be treated as never having been granted.

1.10No payment for an Award

An Award Holder shall not be required to make payment for the grant of an Award unless the Board determines otherwise. Where an Award Holder refuses their Award pursuant to the terms of Rule 1.9, no payment in connection with the refusal is required from the Award Holder or the Grantor.

1.11 Awards non-transferable

An Award shall be personal to the Award Holder and, except:

1. in the case of the death of an Award Holder; or
1. where the Company has permitted the Award to be held by a trustee on behalf of the Award Holder (because for example of the Award Holder's ill-health),

an Award shall not be capable of being transferred, charged or otherwise alienated and shall lapse immediately if the Award Holder purports to transfer, charge or otherwise alienate the Award.

If the Company permits the Award to be held by a trustee on behalf of the Award Holder, it may:

a. require the Award Holder and/or such trustee to enter into such an agreement or execute such a document as the Company may determine; and
b. make such administrative amendments to the terms of that Award as it in its absolute discretion determines to be appropriate.

1.12 Awards which are Restricted Shares

This Rule 1.12 sets out specific provisions in relation to Restricted Shares.

An Eligible Employee who is to be granted Restricted Shares must enter into a Restricted Share Agreement with the Grantor providing that to the extent the Award lapses, the Restricted Shares are forfeited and the Restricted Shares will immediately be transferred for no (or nominal) consideration to any person specified by the Grantor. The Restricted Share Agreement will also provide that, except for transfer on death of the Award Holder to their personal representatives, or to the extent agreed by the Grantor (and subject to such conditions as it may decide), the Award Holder will not transfer, give security over or assign the Restricted Shares subject to their Award during the Vesting Period.
1. The Award Holder must sign any document (including a blank stock transfer form) requested by the Grantor relating to the Restricted Shares. The Grantor may provide that the Award will lapse if any such document is not signed within any specified period.
1. On or as soon as practicable after the Award Date of Restricted Shares the Grantor will procure that the relevant number of Restricted Shares are issued or transferred (including out of treasury or otherwise) to the Award Holder or another person to be held for the benefit of the Award Holder.
1. Except to the extent set out in the Restricted Share Agreement, the Award Holder shall have all the rights in respect of Restricted Shares from the date of transfer until any date on which the Award of Restricted Shares lapses (whether in whole or in part).

2. Plan limit

2.1 General

The aggregate number of Plan Shares over which Awards may be granted shall be limited as set out in this Rule 2. In the event of any conflict between the limits in this Rule 2, the lower limit shall prevail.

2.2 10 per cent in 10 years

An Award may not be granted if the result of granting the Award would be that the aggregate number of Plan Shares issued or committed to be issued in the preceding 10 year period under:

1. Awards under the Plan; or
1. 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.

2.3 Calculation

For the purpose of the limits contained in this Rule 2:

1. 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;
1. there shall be disregarded any Plan Shares where the right to acquire the Plan Shares has lapsed or been renounced;
1. there shall be disregarded any Plan Shares which the Trustees have purchased, or determined that they will purchase, in order to satisfy an Award or the exercise of an option or the vesting of other rights of an employee under any other Employees' Share Scheme operated by the Group; and
1. any Plan Shares issued or issuable in relation to an Award, or on the exercise of an option 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 Award is granted or the option is granted or the right awarded) and shall not fall out of account when the Award Vests, the option is exercised or other rights vest.

2.4 Scaling down

If the granting of an Award would cause the limits in this Rule 2 to be exceeded, such Award shall take effect as an Award over the maximum number of Plan Shares which does not cause the limit to be exceeded. If more than one Award is granted on the same Award Date, the number of Plan Shares which would otherwise be subject to each Award shall be reduced pro rata.

3. Individual limit

3.1 General

The number of Plan Shares over which Awards may be granted to any one Eligible Employee shall be limited as set out in this Rule 3.

3.2 Limit

An Award must not be granted to an Eligible Employee if the result of granting the Award would be that, at the proposed Award Date, the Market Value of the Plan Shares (as at the Award Date) subject to that Award, when

aggregated with the Market Value (as at the relevant Award Date) of the Plan Shares subject to any other Award granted to them in the same Financial Year, would exceed 500% of their Annual Remuneration.

For the purpose of this Rule 3.2, Annual Remuneration means the higher of:

1. basic salary paid by the Group expressed as an annual rate as at the Award Date; and
1. basic salary paid by the Group for the period of 12 months ending on the last day of the month immediately preceding the month in which the Award Date falls.

Where a payment of remuneration is made in a currency other than sterling, the payment shall be treated as equal to the equivalent amount of sterling determined by using any rate of exchange which the Board may reasonably select.

The limit as set out in this Rule 3.2 shall not apply to Buy-Out Awards.

3.3 Scaling down

If the grant of an Award would cause the limit in Rule 3.2 to be exceeded, such Award shall take effect as an Award over the maximum number of Plan Shares which does not cause the limit to be exceeded.

4. Award Price

The Award Price (if any) shall be determined by the Grantor and may be any price.

Where the Grantor has determined that an Award will be satisfied by the issue of Plan Shares and the Award Price per Plan Share is less than the nominal value of a Plan Share, the Company will ensure that at the time of the issue of the Plan Shares arrangements are in place to pay up at least the nominal value of the relevant Plan Shares.

5. Performance Target and conditions

5.1 Setting of Performance Target and conditions

The Vesting of an Award and the extent to which it Vests may be subject to the satisfaction of any applicable Performance Target and any other conditions set by the Grantor.

5.2 Nature of Performance Target and conditions

Any Performance Target and any other condition imposed under Rule 5.1 shall be:

1. objective; and
1. set out in, or attached in the form of a schedule to, the Award Certificate or Restricted Share Agreement (as applicable).

5.3 Substitution, variation or waiver of Performance Target and conditions

If an event occurs which causes the Grantor to consider that any Performance Target or any other condition imposed under Rule 5.1 subject to which an Award has been granted is no longer appropriate, the Grantor may substitute, vary or waive that Performance Target or condition in such manner (and make such consequential amendments to the Rules) as:

1. is reasonable in the circumstances; and
1. except in the case of waiver, produces a fairer measure of performance and is not materially less difficult to satisfy than if the event had not occurred.

The Award shall then take effect subject to the Performance Target and/or any other condition as substituted, varied or waived.

5.4 Notification of Award Holders

The Grantor shall, as soon as practicable, notify each Award Holder concerned of any determination made by it under Rule 5.3.

6. Reduction of Awards

6.1 Application of Rules 6.2 and 6.3

The Grantor may determine, at the time that an Award is granted, that Rule 6.2 and/or Rule 6.3 shall apply to that Award. Notwithstanding anything to the contrary in the Rules, any determination, assessment, reduction or adjustment made under this Rule 6 shall be in accordance with the Malus and Clawback Framework.

The Grantor may require an Award Holder to execute a document in order to confirm their acceptance of the arrangements referred to in Rule 6.2 and/or Rule 6.3 and return the executed document to the Grantor by a specified date. It shall be a condition of Vesting of the Award that the executed document be returned by the specified date unless the Grantor determines otherwise.

6.2 Malus

In this Rule 6.2, Malus Trigger Event means, in relation to an Award, any event warranting an adjustment under this Rule 6.2 as determined at the discretion of the Board acting in accordance with the Malus and Clawback Framework, which (without limitation) may include the following:

1. circumstances justifying the summary dismissal of an Award Holder from their office or employment with any Group Member including but not limited to dishonesty, fraud, misrepresentation or breach of trust; and/or
1. circumstances where there has been a breach of conduct or disciplinary action relating to conduct, including where an Award Holder has participated in or is responsible for conduct which resulted in significant losses to any Group Member; and/or
1. the Company has become aware of any material wrongdoing on the part of an Award Holder; and/or
1. an Award Holder has acted in a manner which has brought or is likely to bring any Group Member into material disrepute (e.g. supplier dispute), results in reputational damage or is materially adverse to the interests of any Group Member; and/or
1. any material breach of an Award Holder's terms and conditions of employment, or material breach of a fiduciary duty owed to any Group Member; and/or
1. any material violation of Company policy, rules or regulation, or a failure to meet appropriate standards of fitness and propriety; and/or
1. any material failure of risk management resulting in a risk event; and/or
1. any other conduct which is considered to be misconduct; and/or
1. the failure of all or a substantial part of the business of the Group; and/or
1. the inaccurate reporting of any accounts, financial data or other information resulting in such accounts, financial data or other information being, in the opinion of the Board, either materially misstated and/or requiring any future accounts, financial data or information to be subject to write-downs, adjustments or other corrective items to address the inaccuracy.

Notwithstanding any other provision of the Rules, but at all times acting in accordance with the Malus and Clawback Framework, the Board may, at the time of Vesting of an Award or at any time before, reduce the number of Plan Shares subject to an Award in whole or in part (including, for the avoidance of doubt, to nil) if a Malus Trigger Event occurs. In determining any reduction which should be applied under this Rule 6.2, the Board shall act fairly and reasonably but its decision shall be final and binding, subject to any right of appeal afforded to the Award Holder under the Malus and Clawback Framework.

For the avoidance of doubt, any reduction under this Rule 6.2 may be applied on an individual basis as determined by the Board. Whenever a reduction is made under this Rule 6.2, the relevant Award shall be treated to that extent as having lapsed.

6.3 Clawback

In this Rule 6.3, Clawback Trigger Event means, in relation to an Award, any event warranting an adjustment under this Rule 6.3 as determined at the discretion of the Board acting in accordance with the Malus and Clawback Framework, which (without limitation) may include the following:

circumstances justifying the summary dismissal of an Award Holder from their office or employment

with any Group Member including but not limited to dishonesty, fraud, misrepresentation or breach of trust; and/or

1. circumstances where there has been a breach of conduct or disciplinary action relating to conduct, including where an Award Holder has participated in or is responsible for conduct which resulted in significant losses to any Group Member; and/or
1. the Company has become aware of any material wrongdoing on the part of an Award Holder; and/or
1. an Award Holder has acted in a manner which has brought or is likely to bring any Group Member into material disrepute (e.g. supplier dispute), results in reputational damage or is materially adverse to the interests of any Group Member; and/or
1. any material breach of an Award Holder's terms and conditions of employment, or material breach of a fiduciary duty owed to any Group Member; and/or
1. any material violation of Company policy, rules or regulation, or a failure to meet appropriate standards of fitness and propriety; and/or
1. any material failure of risk management resulting in a risk event; and/or
1. any other conduct which is considered to be misconduct; and/or
1. the failure of all or a substantial part of the business of the Group; and/or
1. the inaccurate reporting of any accounts, financial data or other information resulting in such accounts, financial data or other information being, in the opinion of the Board, either materially misstated and/or requiring any future accounts, financial data or information to be subject to writedowns, adjustments or other corrective items to address the inaccuracy.

Notwithstanding any other provision of the Rules, if at any time during the period of two years following the end of the Performance Period applicable to an Award (or, where the Award is not subject to a Performance Target, the end of the Vesting Period) to which the Board has specified under Rule 6.1 that this Rule 6.3 applies a Clawback Trigger Event occurs, then the Board may in its absolute discretion, acting at all times in accordance with the Malus and Clawback Framework, require the relevant Award Holder:

a. to transfer to the Company (or, if required by the Company, any other person specified by the Company) all or some of the Plan Shares acquired by the Award Holder (or their nominee) pursuant to the Vesting of the Award or, in the case of an Award which is an Option, the exercise of that Option; and/or
b. to pay to the Company (or if required by the Company, any other person specified by the Company) an amount equivalent to all or part of the proceeds of sale or, in the event of a disposal of the Plan Shares at a price which the Board reasonably determines was less than market value at the time of disposal and where the disposal was not made at arm's length, an amount equivalent to the market value (as reasonably determined by the Board) at the time of disposal of all or some of the Plan Shares acquired pursuant to the Vesting of the Award or, in the case of an Award that is an Option, the exercise of that Option; and/or
c. to pay to the Company (or, if required by the Company, any other person specified by the Company) an amount equivalent to all or part of the amount of any cash in respect of an Award paid to or for the benefit of the Award Holder; and/or
d. to pay to the Company (or, if required by the Company, any other person specified by the Company) all or part of any benefit or value derived from or attributable to the Plan Shares referred to in paragraph a above (including but not limited to any special dividend or additional or replacement shares) on such terms as the Board may reasonably direct,

less in each case the amount of tax and social security contributions actually paid (or due to be paid) by the Award Holder in respect of the acquisition of the Plan Shares and/or payment of cash in respect of an Award.

In addition to the obligation of the Award Holder as described above, the Award Holder shall use their best endeavours to seek and obtain repayment or credit from HM Revenue and Customs (HMRC) or any relevant overseas tax authority of the tax and social security contributions paid on the Award Holder's behalf in relation to the Award as soon as reasonably practicable and to notify the Company of such claim and/or receipt of any credit or payment by HMRC (or any relevant overseas tax authority) in this regard. Following such notification the Company will be entitled to require the Award Holder to make a payment to it within 30 days of an amount

equivalent to the amount of any payment or credit received from HMRC (or any relevant overseas tax authority).

By accepting the grant of an Award, the Award Holder authorises the Company or such other Group Member as may be the employer of the Award Holder to make deductions from any payment owing to them including but not limited to salary, bonus, holiday pay or otherwise in respect of any sum which would otherwise be payable by the Award Holder under this Rule 6.3.

Any transfers, payments or repayments to be made by the Award Holder under this Rule 6.3 shall be made within 30 days of the date the Award Holder is notified in writing of the transfer required or the amount due, as appropriate.

In addition to or in substitution for the actions described above that the Board may take under this Rule 6.3 (the Actions), the Board may:

i. reduce the amount (including, for the avoidance of doubt, to nil) of any future bonus payable to the Award Holder; and/or
ii. determine that the number of Plan Shares over which an award or right to acquire Plan Shares that may otherwise be granted to the Award Holder under any Employees' Share Scheme operated by any Group Member (other than any tax-advantaged employee share plan that complies with the requirements of Schedules 2 or 3 of ITEPA 2003) shall be reduced by such number as the Board may determine (including for the avoidance of doubt to nil); and/or
iii. reduce the number of Plan Shares (including, for the avoidance of doubt, to nil) subject to any award or right to acquire Plan Shares which has been granted to the Award Holder under any Employees' Share Scheme operated by any Group Member (other than any tax-advantaged employee share plan that complies with the requirements of Schedules 2 to 4 of ITEPA 2003) before the date on which the relevant award or right vests or becomes exercisable by such number as the Board may determine; and/or
iv. reduce the number of Plan Shares (including, for the avoidance of doubt, to nil) subject to any option to acquire Plan Shares which has been granted to the Award Holder under any Employees' Share Scheme operated by any Group Member (other than any tax-advantaged employee share plan that complies with the requirements of Schedules 2 to 4 of ITEPA 2003) which has vested but not yet been exercised by such number as the Board may determine,

provided that the total amount represented by such reductions and any amount or value payable to the Company under this Rules 6.3.a to 6.3.d above shall not, in the Board's reasonable opinion, exceed the amount represented by any transfer and any amount or value which would have been due if the Board had only carried out the Actions.

If an investigation into the conduct or actions of the Award Holder or any Group Member has started before the second anniversary of Vesting of an Award, the Board may, in its absolute discretion, determine that the provisions of this Rule 6.3 may be applied to an Award until such later date as the Board may determine to allow that investigation to be completed.

In carrying out any action under this Rule 6.3, the Board shall act fairly and reasonably but its decision shall be final and binding, subject to any right of appeal afforded to the Award Holder under the Malus and Clawback Framework.

For the avoidance of doubt, any action carried out under this Rule 6.3 may be applied on an individual basis as determined by the Board. Whenever a reduction of an Award is made under this Rule 6.3, the relevant Award shall be treated to that extent as having lapsed.

6.4 Reduction of unexercised Option

Where Rule 6.3 applies and the Award takes the form of an Option which the Award Holder has not exercised in full, the Board may in its absolute discretion reduce the number of Plan Shares which remain subject to such Option (including, for the avoidance of doubt, to nil). In addition to or in substitution for reducing such Option, the Board may take any of the actions set out in Rule 6.3 provided that the total amount represented by reductions under Rule 6.3 and any reduction of the Option under this Rule 6.4 shall not, in the Board's reasonable

opinion, exceed the amount which would have been represented by the reduction of the Option only.

6.5 Interaction with other plans

The Board may determine at any time to reduce the number of Plan Shares subject to an Award (including, for the avoidance of doubt, to nil) either:

1. to give effect to one or more provisions of any form which are equivalent to those in Rule 6.3 (Clawback Provisions) contained in any Employees' Share Scheme operated by any Group Member (other than the Plan) or any bonus or incentive plan operated by any Group Member; or
1. as an alternative to giving effect to any such Clawback Provisions.

The value of any reduction under Rule 6.5.1 shall be determined in accordance with the terms of the relevant Clawback Provisions in the relevant Employees' Share Scheme or bonus or incentive plan as interpreted by the Board in its absolute discretion.

The value of any reduction under Rule 6.5.2 shall be determined as if the terms of the relevant Clawback Provisions in the relevant Employees' Share Scheme or bonus or incentive plan applied as interpreted by the Board in its absolute discretion.

7. Vesting of Awards (and exercise of Options)

7.1 Earliest date for Vesting of Awards

Subject to Rules 5, 7.2, 9 and 10, an Award will Vest on the latest of:

1. the relevant date specified under Rule 1.4.5; and
1. the date on which the Board determines that the Performance Target and any other condition imposed under Rules 1.4.11 or 5.1 have been satisfied.

7.2 Delay in Vesting of Awards and adjustment of level of Vesting

The Grantor may determine that Vesting of the Award shall be delayed until any relevant investigation or other procedure relevant to an event falling within the scope of Rule 6.2 has been completed.

The Grantor may in addition adjust the level of Vesting of an Award upwards or downwards (including for the avoidance of doubt to nil) after the application of any Performance Target and/or any other conditions set by the Grantor if in its opinion:

1. the level of Vesting resulting from the application of the Performance Target and/or any other conditions is not a fair and accurate reflection of the performance of the Company, the Group or any Group Member(s); and/or
1. the level of Vesting resulting from the application of the Performance Target and/or any other conditions is not a fair and accurate reflection of the performance of the Award Holder; and/or
1. there is any other factor or there are any other circumstances which would make the level of Vesting resulting from the application of the Performance Target and/or any other conditions inappropriate without adjustment.

7.3 Effect of Award Vesting

Subject to the Rules, the effect of an Award Vesting shall be:

1. in the case of an Option, that the Award Holder is entitled to exercise the Option at any time during the Exercise Period to the extent that it has Vested;
1. in the case of a Conditional Share Award, that the Award Holder shall become entitled to the Plan Shares to the extent that the Award has Vested; and
1. in the case of Restricted Shares, the restrictions set out in the relevant Restricted Share Agreement shall cease to apply to the extent that the Award has Vested.

7.4 No Vesting or exercise while Dealing Restrictions or Directors'

Remuneration Policy restrictions apply

Where the Vesting of an Award is prevented by any Dealing Restriction, the Vesting of that Award shall be delayed until the Dealing Restriction no longer prevents it. Plan Shares may not be issued or transferred to an Award Holder while Dealing Restrictions prevent such issue or transfer. In the case of an Option, the Option may not be exercised while Dealing Restrictions prevent such exercise.

Where the Company has in place a Directors' Remuneration Policy:

1. the Vesting of an Award held by an Award Holder who is or was a director of the Company;
1. the delivery of Plan Shares or payment of cash pursuant to the Vesting of an Award held by an Award Holder who is or was a director of the Company; and
1. in the case of an Option held by an Award Holder who is or was a director of the Company, the exercise of the Option

must where relevant fall within the scope of the Directors' Remuneration Policy in place at the relevant event in paragraphs 1 to 3 above.

7.5 Effect of cessation of Relevant Employment

Subject to Rule 9, an Award shall Vest and an Option may be exercised only while the Award Holder is in Relevant Employment and if an Award Holder ceases to be in Relevant Employment, any Award granted to them shall lapse on cessation. This Rule 7.5 shall apply where the Award Holder ceases to be in Relevant Employment in any circumstances (including, in particular, but not by way of limitation, where the Award Holder is dismissed unfairly, wrongfully, in breach of contract or otherwise).

An Award Holder who has given or received notice of termination of Relevant Employment (whether or not lawful) other than in respect of a termination which would fall within the scope of Rule 9.2 may not exercise an Option during any period when the notice is effective and an Award granted to them shall not Vest during this period unless the Board determines otherwise. An Award Holder who has given or received notice of termination of Relevant Employment (whether or not lawful) in respect of a termination which would fall within the scope of Rule 9.2 may exercise an Option during any period when the notice is effective and an Award granted to them shall Vest during this period unless the Board determines otherwise. If an Award would otherwise have Vested during this period, and the notice is withdrawn, subject to the Rules, the Award will Vest when the notice is withdrawn.

7.6 Options may be exercised in whole or in part

Subject to Rules 7.4, 7.5 and 14, a Vested Option may be exercised in whole or in part at any time. If exercised in part, the unexercised part of the Option shall not lapse as a result and shall remain exercisable until such time as it lapses in accordance with the Rules.

7.7 Procedure for exercise of Options

An Option shall be exercised by the Award Holder giving notice to the Grantor (or any person appointed by the Grantor) in the form from time to time prescribed by the Board, which may include (for the avoidance of doubt) any electronic and/or online notification.

Such notice shall specify the number of Plan Shares in respect of which the Option is being exercised, and be accompanied by either the Award Price (if any) in full or confirmation of arrangements satisfactory to the Grantor for the payment of the Award Price, together with any payment and/or documentation required under Rule 14 and, if required, the Award Certificate.

For the avoidance of doubt, the date of exercise of an Option shall be the later of the date of receipt of a duly completed valid notice of exercise (or any later date as may be specified in that notice of exercise) and the date of compliance with the requirements of the first paragraph of this Rule 7.7.

To the extent that a Vested Option remains unexercised on the last day of the Exercise Period, the Company will, subject to Rule 7.4 and the conditions set out below being satisfied, be deemed to have received a valid notice of exercise for such Option with a direction to sell a sufficient number of Plan Shares arising on the exercise of the Option to fund the Award Price. The condition referred to is that A – B is greater than C, calculated as follows: A equals the expected sale proceeds of the Plan Shares resulting from the exercise of the Option; B equals any costs of any sale; and C equals the Award Price. An Award Holder may give notice (in a

form determined by the Board) that this paragraph is not to apply in respect of an Option.

7.8 Issue or transfer of Plan Shares

Subject to Rules 7.4, 7.9 and 14 and to any necessary consents and to compliance by the Award Holder with the Rules, the Grantor shall, as soon as reasonably practicable and in any event not later than 30 days after:

1. the exercise date, in the case of an Option, arrange for the issue or transfer to the Award Holder (or a nominee specified or permitted by the Company) of the number of Plan Shares specified in the notice of exercise and make available to the Award Holder, in the case of the partial exercise of an Option, an Award Certificate in respect of, or the original Award Certificate updated to show, the unexercised part of the Option; and
1. the Vesting of an Award, in the case of a Conditional Share Award, arrange for the issue or transfer to the Award Holder (or a nominee specified or permitted by the Company) of the number of Plan Shares in respect of which the Award has Vested.

7.9 Net or cash settling

Subject to Rule 14, the Grantor may on exercise of an Option:

1. make a cash payment (or procure that a cash payment is made) as soon as reasonably practicable following exercise of the Option to the Award Holder equal to the Gain on the date of exercise of the Option; or
1. arrange for the transfer or issue to the Award Holder (or a nominee specified or permitted by the Company) of Plan Shares with a Market Value equal to the Gain on the date of exercise of the Option (rounded down to the nearest whole Plan Share). The Award Holder shall not be required to make payment for these Plan Shares.

Subject to Rule 14, the Grantor may on the Vesting of a Conditional Share Award make a cash payment (or procure that a cash payment is made) as soon as reasonably practicable following Vesting to the Award Holder equal to the Market Value of the Plan Shares in respect of which the Conditional Share Award has Vested, less the Award Price (if any).

Where the Grantor settles an Award in the manner described in this Rule 7.9, this shall be in full and final satisfaction of the Award Holder's rights under the Award.

7.10 Dividend equivalents

An Award (except an Award comprising Restricted Shares where the right to dividends has not been waived) may include the right to receive an amount in Plan Shares or cash on or following Vesting equal in value to the dividends which were payable on the number of Plan Shares in respect of which the Award has Vested during the period between the Award Date and the date of Vesting (or in the case of an Option the number of Plan Shares subject to the Option shall be increased by the relevant value in Plan Shares as at the date of Vesting). The payment shall not include any associated tax credit.

The Grantor may determine at its absolute discretion whether or not the method used to calculate the value of dividends shall assume that such dividends have been reinvested into Plan Shares, on such basis as the Grantor determines.

The Grantor may decide at any time not to apply this Rule 7.10 to all or any part of a special dividend or dividend in specie.

8. Holding Period

8.1 Definitions

In this Rule 8:

Holding Period Holder means a trustee or nominee designated by the Grantor in accordance with this Rule 8; and

Holding Period Shares means Plan Shares which are or were the subject of an Award to which a Holding Period applies, and in respect of which the Holding Period has not ended in accordance with this Rule 8.

8.2 Application

This Rule 8 applies to the extent that some or all of the Plan Shares acquired on Vesting of an Award (or exercise of an Option) are subject to a Holding Period.

8.3 Commencement of Holding Period

The Holding Period will begin on the date on which an Award Vests and will apply in relation to the Award to the extent determined by the Grantor at the Award Date under Rule 1.4.

8.4 Issue or transfer to Holding Period Holder

Instead of arranging for the issue or transfer of the Holding Period Shares to the Award Holder on Vesting of a Conditional Share Award or exercise of an Option under Rule 7.8, the Board may arrange for the Holding Period Shares to be issued or transferred to the Holding Period Holder, as designated by the Board, to be held for the benefit of the Award Holder. Any balance of the Plan Shares in respect of which an Award Vests or is exercised will be issued or transferred as described in Rule 7.8.

If the Award took the form of Restricted Shares, the Holding Period Shares will be transferred to (or continue to be held by) the Holding Period Holder on the terms of this Rule 8.

8.5 No transfer during Holding Period

The Award Holder or Holding Period Holder may not transfer, pledge, assign or otherwise dispose of any of the Holding Period Shares or any interest in them (and the Award Holder may not instruct the Holding Period Holder to do so) during the Holding Period except in the following circumstances:

1. the sale of sufficient entitlements nil-paid in relation to a Holding Period Shares to take up the balance of the entitlements under a rights issue; and
1. the sale of sufficient Holding Period Shares to satisfy any liability to tax or employee social security contributions (or where Rule 14.2 applies, Employer's NIC) arising in relation to Holding Period Shares.

8.6 Shareholder rights during Holding Period

Unless the Board decides otherwise, the restrictions in this Rule 8 will apply to any cash or assets (other than ordinary dividends) received in respect of the Holding Period Shares and such cash or assets will be held by the Holding Period Holder until the end of the Holding Period.

Unless the Board decides otherwise, during the Holding Period, the Recipient will be entitled to receive ordinary dividends in respect of the Holding Period Shares. In any event, during the Holding Period, the Recipient will be entitled to vote and have all other rights of a shareholder in respect of the Holding Period Shares.

8.7 Ceasing Relevant Employment during the Holding Period

Ceasing Relevant Employment during the Holding Period will have no impact on the provisions of this Rule 8, unless the Board otherwise decides, save where cessation is by reason of death in which case the Holding Period shall immediately be deemed to have ended.

8.8 Clawback

For the avoidance of doubt, Rule 6.3 shall apply to the Holding Period Shares in the same way that it applies to any Plan Shares:

1. acquired by an Award Holder following Vesting of an Award or exercise of an Option which are not Holding Period Shares; and
1. in the case of Restricted Shares, as it applies following Vesting of Restricted Shares which are not Holding Period Shares.

8.9 End of Holding Period

Subject to the provisions of this Rule 8, the Holding Period will end on the earliest of the following:

1. the date set as the end of the Holding Period under Rule 1.4;
1. subject to Rule 11, the relevant date on which an Award would have Vested under Rules 10.1 to 10.4;
1. if the Board so allows, the circumstances in which any event described in Rule 10.5 would apply; and
1. any other circumstances in the absolute discretion of the Board. Where this paragraph 4 applies, the Board may additionally determine that the Holding Period end only for such number of Holding Period Shares as it may specify.

9. Vesting of Awards (and exercise of Options) in special circumstances

9.1 Death

If an Award Holder dies, any Award held by them which has not Vested will Vest on the date of death. The proportion of the Award which shall Vest will be determined by the Board in its absolute discretion taking into account such factors as the Board may consider relevant including, but not limited to, the satisfaction of any Performance Target and any other condition imposed under Rule 5.1 as at the date of death.

Alternatively, the Board may determine at its absolute discretion that any Award will continue until the normal time of Vesting and with the Performance Target and any condition imposed under Rule 5.1 considered at the time of Vesting.

Unless the Board in its absolute discretion decides otherwise (and irrespective of the time at which the Board has determined the Award will Vest under this Rule 9.1), the number of Plan Shares which Vest will be reduced pro rata to reflect the number of whole months from the Award Date until the date of death as a proportion of the original Performance Period (or as a proportion of the Vesting Period where the Award is not subject to a Performance Target).

In the case of Options, if an Award Holder dies, their personal representatives (having established title to the satisfaction of the Company) shall be entitled to exercise the Vested proportion of their Options (whether vested under this Rule or otherwise) at any time during the 12 month period following death, or if later following the Vesting or, in either case, during such other longer period as the Board determines. If not so exercised, the Options shall lapse at the end of such period.

9.2 Injury, disability, redundancy, retirement etc

If an Award Holder ceases to be in Relevant Employment by reason of:

1. injury, ill-health or disability evidenced to the satisfaction of the Board;
1. redundancy within the meaning of the Employment Rights Act 1996 (or any applicable equivalent overseas legislation);
1. retirement by agreement with the company by which they are employed;
1. the Award Holder being employed by a company which ceases to be a Group Member;
1. the Award Holder being employed in an undertaking or part of an undertaking which is transferred to a person who is not a Group Member; or
1. any other circumstances if the Board in its absolute discretion so decides in any particular case

any Award held by them which has not Vested will continue until the normal time of Vesting and with the Performance Target and/or any other conditions imposed under Rule 5.1 considered at the time of Vesting.

Alternatively the Board at its absolute discretion may determine that, notwithstanding Rule 7.1, the Plan Shares under the Award will Vest on the date of cessation of employment, in which case the proportion of the Award which shall Vest will be determined by the Board in its absolute discretion taking into account such factors as the Board may consider relevant including, but not limited to, the satisfaction of any Performance Target and any other condition imposed under Rule 5.1 as at the date of cessation.

Unless the Board in its absolute discretion decides otherwise (and irrespective of the time at which the Board has determined the Award will Vest under this Rule 9.2), the number of Plan Shares which Vest will be reduced pro rata to reflect the number of whole months from the Award Date until the date of cessation of employment as a proportion of the original Performance Period (or as a proportion of the Vesting Period where the Award is not subject to a Performance Target).

In the case of Options, the Award Holder shall be entitled to exercise the Vested proportion of their Options (whether Vested under this Rule or otherwise) at any time during the period ending 6 months following

cessation of Relevant Employment or, if later following Vesting or, in either case, during such other longer period as the Board determines. If not so exercised, the Options shall lapse at the end of such period.

9.3 Award Holder relocated abroad

Notwithstanding Rule 7.1 if it is proposed that an Award Holder, while continuing to be in Relevant Employment, should work in a country other than the country in which they are currently working and, by reason of the change, the Award Holder would:

1. suffer less favourable tax treatment in respect of their Awards; or
1. become subject to a restriction on their ability to exercise an Option, to have issued or transferred to them the Plan Shares subject to an Award or to hold or deal in such Plan Shares or the proceeds of sale of such Plan Shares

their Awards may, at the discretion of the Board, Vest immediately either in full or to the extent determined by the Board in its absolute discretion taking into account the period of time the relevant Award has been held and the extent to which any Performance Target and any other condition imposed under Rule 5.1 have been met.

Where the Award is an Option and has become Vested pursuant to this Rule 9.3, the Award Holder may exercise their Vested Option at any time during the period beginning three months before the proposed date of their transfer and ending three months after the date of their actual transfer. If not so exercised, the Option shall not lapse but shall cease to be treated as having Vested and shall continue in force in accordance with the Rules of the Plan.

9.4 Meaning of ceasing to be in Relevant Employment

For the purposes of the Plan, an Award Holder shall not be treated as ceasing to be in Relevant Employment until they no longer hold any office or employment with any Group Member. In addition, unless the Board otherwise decides, an Award Holder shall not be treated as so ceasing if within 7 days they recommence employment or become an office holder with any Group Member.

The Board may determine that an Award Holder will be treated as ceasing to be in Relevant Employment when they give or receive notice of termination of their employment.

9.5 Interaction of Rules

In the case of an Option:

1. if the Option has become exercisable under Rule 9.2 and, during the period allowed for the exercise of the Option under Rule 9.2 the Award Holder dies, the period allowed for the exercise of the Option shall be the period allowed by Rule 9.1; and
1. if the Option has become exercisable under Rule 9 and, during the period allowed for the exercise of the Option under Rule 9, the Option becomes exercisable under Rule 10 also (or vice versa), the period allowed for the exercise of the Option shall be the shorter of the period allowed by Rule 9 and the period allowed by Rule 10.

10. Takeover, scheme of arrangement or winding-up of Company

10.1 Takeover

Subject to Rule 11, where a person obtains Control of the Company as a result of making an offer to acquire Plan Shares, Awards shall Vest on the date the person obtains Control as set out below.

The proportion of an Award which shall Vest will be determined by the Board in its absolute discretion and taking into account such factors as the Board may consider relevant, including but not limited to, the period of time the Award has been held by the Award Holder and having regard to the extent to which the Performance Target and any other condition imposed under Rule 5.1 have been met.

In the case of Options, the Vested proportion of the Options (whether Vested under this Rule 10.1 or otherwise) may be exercised at any time during the period of 6 months (or, if the Board determines a longer period shall apply, that period) beginning with the time when the person making the offer has obtained Control. If not so exercised, the Options shall lapse at the end of such period unless the Board determines that a longer period for

exercise shall apply, in which case the Options shall continue in force until the end of such extended period or until they otherwise lapse in accordance with the Rules.

If the extent of Vesting of an Award which Vests under this Rule 10.1 has been reduced by the Board to reflect the period of time that the Award has been held by the Award Holder, the Board may determine that Rule 11 shall apply to the proportion of the Award reflecting such reduction which has not Vested.

10.2 Compulsory acquisition of shares in the Company

Subject to Rule 11, if a person becomes entitled or bound to acquire shares in the Company under sections 979 to 982 of the Companies Act 2006, Awards shall Vest as set out below.

In the case of Options, the Vested proportion of the Options (whether Vested under this Rule 10.2 or otherwise) may be exercised at any time during the period beginning with the date the person serves a notice under section 979 and ending 7 clear days before the date on which the person ceases to be entitled to serve such a notice. If not so exercised, the Options shall lapse at the end of the 7 days.

If the extent of Vesting of an Award which Vests under this Rule 10.2 has been reduced by the Board to reflect the period of time that the Award has been held by the Award Holder, the Board may determine that Rule 11 shall apply to the proportion of the Award reflecting such reduction which has not Vested.

10.3 Scheme of arrangement

Subject to Rule 11, if a person proposes to obtain Control of the Company in pursuance of a compromise or arrangement sanctioned by the court under section 899 of the Companies Act 2006 Awards shall Vest on the date of the court sanction as set out below.

The proportion of an Award which shall Vest will be determined by the Board in its absolute discretion, taking into account such factors as the Board may consider relevant, including but not limited to, the period of time the Award has been held by the Award Holder and having regard to the extent to which the Performance Target and any other condition imposed under Rule 5.1 have been met.

In the case of Options, the Vested proportion of the Options (whether Vested under this Rule 10.3 or otherwise) may be exercised at any time during the period of 6 months from the compromise or arrangement being sanctioned by the court and if not exercised within that period they shall lapse.

If the extent of Vesting of an Award which Vests under this Rule 10.3 has been reduced by the Board to reflect the period of time that the Award has been held by the Award Holder, the Board may determine that Rule 11 shall apply to the proportion of the Award reflecting such reduction which has not Vested.

10.4 Winding-up of the Company

If notice is given of a resolution for the voluntary winding-up of the Company, Awards shall Vest on the date notice is given.

In the case of Options, the Vested proportion of the Options (whether Vested under this Rule 10.4 or otherwise) may be exercised at any time during the period of 6 months from the date of the notice or, if earlier, on completion of the winding up, and if not exercised within such period they shall lapse.

10.5 Demergers and other events

The Board may determine that Awards Vest if it becomes aware that the Company will be affected by a demerger, distribution (which is not an ordinary dividend) or other transaction not otherwise covered by the Rules.

The proportion of an Award which shall Vest will be determined by the Board in its absolute discretion, subject to such conditions as it may require taking into account such factors as the Board may consider relevant including, but not limited to, the period of time the Award has been held by the Award Holder and having regard to the extent to which the Performance Target and/or any other condition imposed under Rule 5.1 have been met.

In the case of Options, the Vested proportion of the Options (whether Vested under this Rule 10.5 or otherwise) may be exercised at any time during a period as shall be determined by the Board and if not exercised within that period they shall lapse.

10.6 Meaning of "obtains Control of the Company"

For the purpose of Rule 10 a person shall be deemed to have obtained Control of the Company if they and others Acting In Concert with them have together obtained Control of it.

10.7 References to Board within this Rule 10

For the purposes of this Rule 10, any reference to the Grantor shall be taken to be a reference to those individuals who were members of the Board immediately before the event by virtue of which this Rule 10 applies.

10.8 Notification of Award Holders

The Grantor shall, as soon as reasonably practicable, notify each Award Holder of the occurrence of any of the events referred to in this Rule 10 and explain how this affects their position under the Plan.

10.9 Vesting of Awards in advance of a corporate event

Where the Board is aware that an event is likely to occur under Rule 10

1. in respect of which Awards will Vest in circumstances where the conditions for relief under Part 12 of the Corporation Tax Act 2009 may not be satisfied; or
1. if the Board in its absolute discretion considers it appropriate

the Board may, in its absolute discretion and by notice in writing to all Award Holders, declare that all Awards that are expected to Vest as a result of the relevant event shall Vest (and in the case of any such Award which is an Option, shall be exercisable) in accordance with Rule 10, during such period as is determined by the Board prior to the relevant event and conditional upon the relevant event.

10.10 Interaction with Rule 6.3 (Clawback)

Where an event occurs under Rules 10.1 to 10.5 which:

results in the Vesting of Awards; or
would so result if there was any subsisting Award which had not already Vested or, in relation to an event referred to in Rule 10.5, if the Board had permitted Vesting of Awards under Rule 10.5 in relation to such event,

the Board may, at its absolute discretion, determine that Rule 6.3 (Clawback) shall only apply to such extent (if at all) that the Board determines to any Award which was granted on the basis that Rule 6.3 applied to that Award. Where the Board makes such a determination, it will specify which Awards such determination applies to (which may include Awards which have already Vested and Options which have already been exercised).

11. Exchange of Awards

11.1 Reorganisation or merger

Where an event occurs under Rules 10.1, 10.2, or 10.3 and:

the shareholders of the acquiring company, immediately after it has obtained Control, are substantially

the same as the shareholders of the Company immediately before the event; or

the obtaining of Control amounts to a merger with the Company,

Awards and Options will not Vest and instead Rule 11.2 will apply if the Board and the acquiring company so agree.

11.2 Where Exchange applies

An Award will not Vest under Rule 10 but will be exchanged for a new award (New Award) under this Rule 11.2 to the extent that:

1. an offer to exchange the Award for a New Award is made and accepted by the Award Holder; or
1. the Board, if relevant, with the consent of the persons acquiring Control, decides that Awards will be automatically exchanged for New Awards.

11.3 Terms of Exchange

The following applies in respect of the New Award:

1. The Award Date of the New Award shall be deemed to be the same as the Award Date of the Award.
1. The New Award will be in respect of the shares in a company determined by the Board.
1. In the application of the Plan to the New Award, where appropriate, references to "Company" and "Plan Shares" shall be read as if they were references to the company to whose shares the New Award relates;
1. The New Award must be equivalent to the Award and subject to paragraph 5 below it will Vest at the same time and in the same manner as the Award.
1. Either the Vesting of the New Award must be subject to performance conditions and other conditions which are so far as possible equivalent to the Performance Target and conditions applying to the Award or no performance conditions will apply but the value of shares comprised in the New Award shall have substantially the same value of the number of Plan Shares which would have Vested under Rule 10 as applicable.

12. Lapse of Awards

Notwithstanding any other provision of the Rules, an Award shall lapse on the earliest of:

1. in the case of Options, the expiry of the Exercise Period;
1. the Board determining that any Performance Target or other condition imposed under Rule 5.1 has not been satisfied either in whole nor in part in respect of the Award and can no longer be satisfied in whole or in part in which case the Award shall lapse either in whole or as to such part in relation to which the Performance Target or other conditions imposed under Rule 5.1 can no longer be satisfied;
1. subject to Rule 9, the Award Holder ceasing to be in Relevant Employment;
1. any date provided for under these Rules;
1. in relation to an Award of Restricted Shares, any date provided for under Rule 1.12 and
1. the date on which the Award Holder becomes bankrupt or enters into a compromise with their creditors generally.

13. Adjustment of Awards on Reorganisation

13.1 Power to adjust Awards

In the event of a Reorganisation, the number of Plan Shares subject to an Award which is an Option or a Conditional Share Award, the description of the Plan Shares, the Award Price, or any one or more of these, shall be adjusted in such manner as the Grantor, together with the Board where relevant, shall determine.

In the case of Restricted Shares, subject to the relevant Restricted Share Agreement, the Award Holder shall have the same rights as any other shareholder in respect of Restricted Shares in the event of a Reorganisation, subject to compliance with applicable law. Any shares, securities or other rights allotted to an Award Holder for no consideration or with the proceeds of sale of such rights (but not with new consideration provided by the Award Holder) as a result of such Reorganisation shall be treated as if they were awarded to the Award Holder at

the same time as the Restricted Shares in respect of which the rights were conferred and subject to the Rules ,the terms of the Restricted Share Agreement and applicable law.

13.2 Award Price

No adjustment shall be made to the Award Price which would result in the Plan Shares subject to an Option or Conditional Share Award being issued at a price per Plan Share lower than the nominal value of a Plan Share except where the Grantor puts in place arrangements to pay up the nominal value at the date of issue of the Plan Shares (or the difference between the adjusted Award Price and the nominal value as the case may be).

13.3 Notification of Award Holders

The Grantor shall, as soon as reasonably practicable, notify each Award Holder of any adjustment made under this Rule 13 and explain how this affects their position under the Plan.

14. Accounting for PAYE and National Insurance Contributions

14.1 Deductions

The Award Holder will be responsible for all taxes, social security contributions and other liabilities arising in respect of the Award Holder's Awards.

Unless the Award Holder discharges any liability that may arise, the Grantor, the Company or any Group Member or former Group Member (as the case may be) may withhold such amount, or make such other arrangements as it may determine appropriate, for example to sell or withhold Plan Shares, to meet any liability to taxes or social security contributions in respect of Awards.

14.2 Transfer of Employer's NIC

The Grantor may, at its discretion and to the extent permitted by law, require the Award Holder to pay all or any part of the Employer's NIC in relation to an Award.

14.3 Execution of document by Award Holder

The Grantor may require an Award Holder to execute a document in order to bind the Award Holder contractually to any such arrangement as is referred to in Rules 14.1 and 14.2 and return the executed document to the Company by a specified date. It shall be a condition of Vesting and where applicable, exercise, of the Award that the executed document be returned by the specified date unless the Grantor determines otherwise.

14.4 Tax elections

The Board may, at its discretion, determine that an Option may not be exercised and/or the Plan Shares subject to a Conditional Share Award or the Plan Shares the subject of an Award of Restricted Shares may not be issued or transferred to the Award Holder (or for their benefit) unless the Award Holder has beforehand signed an election under Chapter 2 of Part 7 of ITEPA 2003 and/or section 165 of the Taxation of Chargeable Gains Act 1992 or entered into broadly similar arrangements in countries outside the UK.

15. Issue and listing of Plan Shares

15.1 Rights attaching to Plan Shares

Except as set out in Rule 1.12, all Plan Shares issued and/or transferred 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 issue or transfer save as regards any rights attaching to such Plan Shares by reference to a record date prior to the date of such issue or transfer.

15.2 Listing and admission to trading of Plan Shares

If and so long as Plan Shares are listed on the Official List and traded on the London Stock Exchange, the Company will apply for the listing and/or admission to trading of any Plan Shares issued under the Plan as soon as reasonably practicable.

16. Relationship of Plan to contract of employment

16.1 Contractual provisions

Notwithstanding any other provision of the Plan:

1. the Plan shall not form part of any contract of employment between any Group Member and an Eligible Employee;
1. unless expressly so provided in their contract of employment, an Eligible Employee has no right to be granted an Award and the receipt of an Award in one year (and the calculation of the Award Price in a particular way) is no indication that the Award Holder will be granted any subsequent Awards (or that the calculations of the Award Price will be made in the same or a similar way);
1. the Plan does not entitle any Award Holder to the exercise of any discretion in their favour;
1. the benefit to an Eligible Employee of participation in the Plan (including, in particular but not by way of limitation, any Awards held by them) shall not form any part of their remuneration or count as their remuneration for any purpose and shall not be pensionable; and
1. if an Eligible Employee ceases to be in Relevant Employment for any reason, he shall not be entitled to compensation for the loss or diminution in value of any right or benefit or prospective right or benefit under the Plan (including, in particular but not by way of limitation, any Awards held by them which lapse by reason of their ceasing to be in Relevant Employment, whether lawfully or unlawfully) whether by way of damages for unfair dismissal, wrongful dismissal, breach of contract or otherwise or anything analogous thereto in any jurisdiction.

16.2 Deemed agreement

By accepting the grant of an Award, an Award Holder is deemed to have agreed to the provisions of these Rules, including this Rule 16.

17. Administration of Plan

17.1 Responsibility for administration

The Board (and the Grantor, where appropriate) shall be responsible for, and shall have the conduct of, the administration of the Plan. The Board may from time to time make, amend or rescind regulations for the administration of the Plan provided that such regulations shall not be inconsistent with the Rules.

17.2 Board's decision final and binding

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

17.3 Grantor to consult with the Board

Where the Grantor is not the Company and has granted, or proposes to grant, an Award, the Grantor shall consult with, and take into account the wishes of, the Board before making any determination or exercising any power or discretion under the Plan.

17.4 Discretionary nature of Awards

All Awards shall be granted entirely at the discretion of the Grantor and the form and structure of all Awards, including for the avoidance of doubt the application and testing of any Performance Target, shall be entirely at the discretion of the Grantor.

17.5 Provision of information

Where the Grantor is not the Company, the Grantor and an Award Holder shall provide the Company as soon as reasonably practicable such information as the Company reasonably requests for the purpose of complying with its obligations under section 421J of ITEPA 2003 or similar requirements of overseas tax legislation.

17.6 Cost of the Plan

The cost 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 cost to a Subsidiary or the Grantor.

17.7 Data protection

1. For the purposes of operating the Plan, the Company's Employee Privacy Statement (Privacy Statement) will inform the Award Holder whether their personal data is processed under the UK GDPR (as defined under the Data Protection Act 2018) (or any successor or implementing laws). Where processing of the Award Holder's personal data is subject to the UK GDPR, the basis for processing such data is set out in the Privacy Statement.
1. Where processing of the Award Holder's personal data is not subject to the UK GDPR, personal data will be processed under the Award Holder's consent. In such circumstances, the Award Holder gives their consent to the holding, processing and transfer of personal data in relation to the Award Holder by or to the Company, the Grantor, any Group Member, the Trustees, any third party broker, registrar or administrator or any future purchaser of the Company or relevant Group Member employing the Award Holder for all purposes relating to the operation of the Plan and this consent shall include transferring or processing personal data to a country or territory that may not provide the same statutory protection for the information as the Award Holder's home country.

17.8 Third party rights

Nothing in these Rules confers any benefit, right or expectation on a person who is not an Award Holder. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of these Rules.

18. Amendment of Plan

18.1 Power to amend the Plan

Subject to Rules 18.2 and 18.3, the Board may from time to time amend the Rules (including, for the purposes of establishing a sub-plan for the benefit of employees located overseas).

18.2 Amendments to the Plan

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

1. the basis for determining an Eligible Employee's entitlement (or otherwise) to be granted an Award and/or to acquire Plan Shares on the exercise of an Option and/or to become absolutely entitled to Plan Shares subject to a Conditional Share Award and/or an Award of Restricted Shares (as the case may be) under the Plan;
1. the persons to whom an Award may be granted;
1. the limit on the aggregate number of Plan Shares over which Awards may be granted;
1. the limit on the number of Plan Shares over which Awards may be granted to any one Eligible Employee;
1. the adjustment of Awards on a Reorganisation;
1. this Rule 18.2,

except for:

1. an amendment which is of a minor nature and benefits the administration of the Plan; or
1. 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 Group Member.

18.3 Rights of existing Award Holders

An amendment may not materially adversely affect the rights of an existing Award Holder except:

where the amendment is made to take account of any matter or circumstance which the Board reasonably considers is a relevant legal or regulatory requirement or to take account of any other matter or circumstance (including in particular corporate governance requirements or best practice) which the Board reasonably considers is relevant and requires an amendment to be made in order for any Group Member to comply with such matter or circumstance; or
where the Award Holder affected by the change has been notified of such amendment and the majority of Award Holders holding Awards under the Plan have approved the amendment.

18.4 Overseas plans

The Board may at any time, without obtaining the approval of the Company in general meeting, establish further plans for overseas territories (by way of schedules to the rules or otherwise) based on the Plan, but modified to take account of local tax, exchange control or securities laws. Any Plan Shares made available under such plans must be treated as counting against any limits on individual or overall participation in the Plan.

19. Notices

19.1 Notice by the Grantor

Save as provided for by law, any notice, document or other communication given by, or on behalf of, the Grantor or to any person in connection with the Plan shall be deemed to have been duly given if delivered to them at their place of work, if they are in Relevant Employment, if sent by e-mail to such e-mail address as may be specified by them from time to time or, in the case of an Award Holder who remains in Relevant Employment, to such e-mail address as is allocated to them by any Group Member, or sent through the post in a pre-paid envelope to the postal address last known to the Company to be their address and, if so sent, shall be deemed to have been duly given on the date of posting.

19.2 Deceased Award Holders

Save as provided for by law, any notice, document or other communication so sent to an Award Holder shall be deemed to have been duly given notwithstanding that such Award Holder is then deceased (and whether or not the Company has notice of their death) except where their 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.

19.3 Notice to the Grantor

Save as provided for by law any notice, document or other communication given to the Grantor (or any relevant person appointed by the Grantor) in connection with the Plan shall be delivered by hand or sent by email, fax or post to the Company Secretary (or any relevant person appointed by the Grantor) at the Company's registered office (or such other e-mail or postal address as may from time to time be notified to Award 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.

20. Governing law and jurisdiction

20.1 Plan governed by English law

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

20.2 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.

20.3 Jurisdiction agreement for benefit of the Company

The jurisdiction agreement contained in this Rule 20 is made for the benefit of the Company only, which accordingly retains the right to bring proceedings in any other court of competent jurisdiction.

20.4 Award Holder deemed to submit to such jurisdiction

By accepting the making of an Award, an Award Holder is deemed to have agreed to submit to such jurisdiction.

21. Interpretation

21.1 Definitions

In this Plan, unless the context otherwise requires, the following words and expressions have the following meanings:

Acting In Concert has the meaning given to that expression in The City Code on Takeovers and Mergers in its present form or as amended from time to time;

Award means an Option, a Conditional Share Award or Restricted Shares granted under the Plan;

Award Certificate means a statement in a form, which may include an electronic form, determined by the Company setting out terms of an Award which is an Option or Conditional Share Award as set out in Rule 1.4;

Award Date means the date on which an Award is granted in accordance with Rule 1.3;

Award Holder means an individual who holds an Award or, where the context permits, their legal personal representatives. Where relevant, Award Holder(s) shall include reference to former Award Holder(s);

Award Price means the amount (if any), such amount being expressed either as an amount per Plan Share or an amount payable in respect of the exercise of an Option 0r Vesting of a Conditional Share Award or for the acquisition of Restricted Shares under a Restricted Share Agreement, payable on the exercise of an Option or the Vesting of a Conditional Share Award or the acquisition of Restricted Shares, determined in accordance with Rule 4;

Board means, subject to Rule 10.7, the board of directors of the Company or a duly authorised committee of it or a person duly authorised by the board of directors of the Company or such committee;

Buy-Out Award means an Award granted to an individual which replaces elements of remuneration forfeited by the individual on leaving a previous employment in order to take up employment with a Group Member;

Company means Admiral Group plc incorporated in England and Wales under company number 03849958;

Conditional Share Award means a conditional right under the Plan to acquire Plan Shares;

Control has the meaning given to it by section 995 of ITA 2007;

Dealing Day means any day on which the London Stock Exchange is open for the transaction of business;

Dealing Restrictions means any restrictions on dealing in shares imposed by legislation, regulation or any other code or guidance on share dealing adopted by the Company or with which the Company seeks to comply;

Directors' Remuneration Policy has the meaning given to it by section 422A(6) of the Companies Act 2006;

Eligible Employee means an individual who at the Award Date is an employee of a Group Member and who is not a non-executive director;

Employees' Share Scheme has the meaning set out in section 1166 of the Companies Act 2006;

Employer's NIC means employer's national insurance contributions liability or any local country equivalent;

Exercise Period means the period set by the Board on the Award Date during which an Option may be exercised, ending no later than the 10th anniversary of the Award Date;

Financial Conduct Authority means the "competent authority" as that expression is defined in Part VI of the Financial Services and Markets Act 2000; Financial Year means a financial year of the Company;

Gain means the difference between (i) the Market Value of a Plan Share on the date of exercise of an Option and (ii) the Award Price, multiplied by the number of Plan Shares in respect of which the Option is being exercised;

Grantor means

1. in relation to an Award granted by the Company, the Board;
1. in relation to an Award granted by the Trustees, the Trustees; and
1. in relation to an Award granted by any other person which the Board authorises to grant an Award, that person;

Group means the Company and its Subsidiaries from time to time and Group Member shall be interpreted accordingly;

Holding Period means the period (if any) specified under Rule 1.4 paragraph 9 (commencing from the Vesting Date of the relevant Award) during which the restrictions contained in Rule 8 apply;

ITA 2007 means the Income Tax Act 2007;

ITEPA 2003 means the Income Tax (Earnings and Pensions) Act 2003;

London Stock Exchange means the London Stock Exchange plc or any successor body;

Malus and Clawback Framework means the Admiral Group Malus and Risk Framework as adopted by the Company and as amended from time to time, or any document which supersedes it;

Market Value on any day means:

1. if at the relevant time Plan Shares are listed in the Official List of the London Stock Exchange (or any other recognised stock exchange within the meaning of section 1005 of ITA 2007 or the Alternative Investment Market of the London Stock Exchange), the middle market quotation of a Plan Share (as derived from the list or record for the stock exchange on which the Plan Shares are listed), or if the Board so determines the closing price on the preceding Dealing Day; or
1. where Plan Shares are not so listed, the market value of a Plan Share calculated as described in the Taxation of Chargeable Gains Act 1992;

Official List means the list maintained by the Financial Conduct Authority in accordance with section 74(1) of the Financial Services and Markets Act 2000 for the purposes of Part VI of that Act;

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

Performance Period means the period in respect of which a Performance Target is assessed;

Performance Target means a performance target imposed as a condition of the Vesting of an Award under Rule 5.1 and as substituted or varied in accordance with Rule 5.3;

Plan means The Admiral Group plc 2025 Discretionary Free Share Scheme as amended from time to time;

Plan Shares means ordinary shares in the capital of the Company (or any shares representing them);

Recipient means a person who, by virtue of being an Award Holder, had Plan Shares transferred to them (or to the Holder or to another party to be held on their behalf) on or before Vesting of their Award (or, where the Award is in the form of an Option, exercise of that Option);

Regulatory Information Service means a service that is approved by the Financial Conduct Authority on meeting the Primary Information Provider criteria and is on the list of Regulatory Information Services maintained by the Financial Conduct Authority (or any overseas equivalent);

Relevant Employment means employment with any Group Member;

Reorganisation means any variation in the share capital of the Company, including but without limitation a capitalisation issue, rights issue, demerger or other distribution, a special dividend or distribution, rights offer or bonus issue and a sub-division, consolidation or reduction in the capital of the Company;

Restricted Shares means Shares where the Award Holder is the beneficial owner of the Plan Shares from the Award Date subject to the Restricted Share Agreement;

Restricted Share Agreement means the agreement referred to in Rule 1.12;

Rules mean the rules of the Plan;

Subsidiary has the meaning set out in section 1159 of the Companies Act 2006;

Trustees means the trustees of any trust created by a Group Member which, when taken together with the Plan, constitutes an Employees' Share Scheme;

Vest means:

1. in relation to an Option, the Award Holder becoming entitled to exercise the Option;
1. in relation to a Conditional Share Award, the Award Holder becoming entitled to have the Plan Shares issued or transferred to them (or to a nominee specified or permitted by the Company); and
1. in relation to Restricted Shares, the restrictions set out in the Restricted Share Agreement ceasing to have effect,

and Vesting and Vested shall be construed accordingly; and

Vesting Period means the period(s) from the Award Date to the normal date(s) of Vesting.

21.2 Interpretation

In the Plan, unless otherwise specified:

1. 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; and
1. the Interpretation Act 1978 applies to the Plan in the same way as it applies to an enactment.

Schedule A United Kingdom – CSOP Options

The Grantor may designate any Option as a CSOP Option (CSOP Option) on the Award Date. If the Grantor does so, the provisions of the Rules relating to Options will apply to the CSOP Option, subject to this Schedule A. The Rules as amended by this Schedule A shall apply only to CSOP Options granted under this Schedule A and references in the Rules to Conditional Share Awards and Restricted Shares shall not apply to this Schedule A.

The purpose of Schedule A is to provide, in accordance with Schedule 4 of ITEPA 2003 (Schedule 4), benefits to employees and directors in the form of CSOP Options. The CSOP Options granted under this Schedule A are intended to meet the requirements of Schedule 4. In order for a CSOP Option to meet the requirements of Schedule 4, the Company must notify the Plan to HMRC by 6 July of the Tax Year following the Award Date to the extent not already notified.

A.1 Definitions

For the purposes of this Schedule A, the following words and expressions have the following meanings:

Award means a CSOP Option;

Constituent Company has the meaning in paragraph 3(3) of Schedule 4;

Market Value on any day means:

1. if at the relevant time Plan Shares are listed on the Official List (or any other recognised stock exchange within the meaning of section 1005 ITA 2007), the closing middle market quotation (as derived from the Daily Official List of the London Stock Exchange or the equivalent list or record for the recognised stock exchange on which the Plan Shares are listed) on the preceding Dealing Day; or
1. where Plan Shares are not so listed, including where the Plan Shares are listed on the Alternative Investment Market of the London Stock Exchange, the market value of a Plan Share determined as described in the Taxation of Chargeable Gains Act 1992 and as agreed in advance with HMRC;

and in either case, if shares are subject to a Restriction, their Market Value applicable on the date of the grant of the relevant option is to be determined as if they were not subject to a Restriction;

Restriction has the meaning given in paragraph 36(3) of Schedule 4;

Schedule 4 CSOP is a plan under which any CSOP options granted are intended to meet the requirements of Schedule 4; and

Tax Year is a calendar year commencing on 6 April.

In the event of any conflict between the provisions of this Schedule A and the Rules, this Schedule A shall take precedence.

A2. Grant of CSOP Options and eligibility to be granted CSOP Options

The Grantor may on an Award Date grant a CSOP Option to such Eligible Employees as it may in its absolute discretion determine except that CSOP Options may not be granted under this Schedule A to anybody who is:

1. excluded from participation because of paragraph 9 of Schedule 4 (material interest provisions);
1. a director who is required to work less than 25 hours a week (excluding meal breaks) for any Constituent Companies; or
1. not an employee or director of the Company or a Subsidiary which has been nominated by the Board as a Constituent Company.

The Board will nominate Constituent Companies for the purposes of this Schedule A.

A3. General requirements as to the terms of the CSOP Option

The following terms (in addition to the items specified in Rule 1.4) must be stated at the time of grant of the

CSOP Option as required by paragraph 21A of Schedule 4 for a CSOP Option:

1. the Award Price, being the price at which Plan Shares may be acquired by the exercise of the CSOP Option;
1. the number and description of the Plan Shares which may be acquired by the exercise of the CSOP Option;
1. whether or not the Plan Shares which may be acquired by the exercise of the CSOP Option may be subject to any Restriction and, if so, the details of the Restriction;
1. the times at which the CSOP Option may be exercised (in whole or in part); and
1. the circumstances under which the CSOP Option will lapse or be cancelled (in whole or in part), including any conditions to which the exercise of the CSOP Option is subject (in whole or in part).

These terms may be varied after the grant of the CSOP Option, but only to the extent permitted by paragraph 21A of Schedule 4.

As soon as practicable after the grant of a CSOP Option, the Grantor shall notify the relevant Award Holder of the matters set out in paragraph 21A of Schedule 4.

A4. CSOP Options: reporting requirements

The Company shall give notice in the form specified by paragraphs 28A and 28B of Schedule 4 to HMRC including that CSOP Options granted under this Schedule A meet the requirements set out in parts 2 to 6 of Schedule 4 and make any declaration in relation to amendments to key features (as defined in paragraph 28B(8) of Schedule 4) or variations under paragraph 22(3) of Schedule 4 to confirm that the requirements of Parts 2 to 6 of Schedule 4 continue to be met.

CSOP Options granted in a Tax Year in advance of notification of the Plan to HMRC in accordance with paragraph 28A of Schedule 4 will only fall within the provisions of the CSOP code (as defined under section 521(3) ITEPA 2003) if the Company notifies the Plan to HMRC by 6 July of the following Tax Year.

A5. Plan Shares subject to a CSOP Option

The definition of "Plan Shares" is modified to mean "ordinary shares in the capital of the Company which satisfy the conditions in paragraphs 16 to 18 of Schedule 4".

The Plan Shares subject to a CSOP Option must satisfy paragraphs 16 to 18 of Schedule 4 at the Award Date and the exercise date. If any Plan Shares cease to satisfy paragraphs 16 to 18 of Schedule 4 after the Award Date then subject to paragraph 25A(7B), the CSOP Option shall cease to be treated as granted or held in accordance with Schedule 4 but the Option will continue in effect.

A6. Award Price

The Award Price of a CSOP Option will be not less than the Market Value of a Plan Share on the Award Date or such earlier other date as HMRC may agree in advance. Where Plan Shares are not admitted to the Official List or are not listed on another recognised stock exchange then the Market Value shall be agreed in advance with HMRC.

A7. HMRC limit

The Grantor must not grant a CSOP Option to an Eligible Employee which would cause the aggregate Market Value of:

1. the Plan Shares subject to that CSOP Option; and
1. the Plan Shares which he may acquire on exercising other CSOP Options; and
1. the shares which he may acquire on exercising their options under any other Schedule 4 CSOP established by the Company or by any of its associated companies (as defined in paragraph 35 of Schedule 4),

to exceed the amount permitted under paragraph 6(1) of Schedule 4 (as at the date on which the Plan was

adopted, £60,000).

For the purpose of this limit shares subject to an option which has been exercised, lapsed or renounced shall be disregarded

If the grant of a CSOP Option would cause this limit to be exceeded, such CSOP Option shall take effect as an

Option over the maximum number of Plan Shares which does not cause the limit to be exceeded.

The Grantor must not grant a CSOP Option to an Eligible Employee without their prior agreement in writing if the result of granting the CSOP Option would be that a disqualifying event under section 536(1)(c) of ITEPA 2003 would arise in relation to any Enterprise Management Incentive options held by them.

For the purposes of options to which paragraph 3 of this Rule A7 applies, in relation to shares under such options which are not Plan Shares, references in the definition of Market Value to Plan Shares shall be read as the shares to which those options apply.

A8. Plan Shares subject to a Restriction

If the Plan Shares subject to a CSOP Option are subject to a Restriction, then for the purposes of Rules A6, A7, A9 and A15, the Market Value of those Plan Shares shall be determined as if they were not subject to the Restriction.

A9. Variations in share capital, demergers and special distributions

1. Adjustments may not be made to CSOP Options under Rule 13 (Adjustment of Awards on Reorganisation) where there is a demerger (in whatever form), an exempt distribution by virtue of Chapter 5 or Part 23 of the Corporation Tax Act 2010 or a special dividend or any other distribution.
1. Any adjustment of CSOP Options under Rule 13.1 in accordance with paragraph 22(3) of Schedule 4 shall only be permitted to the extent that the total Market Value of the Plan Shares which may be acquired by the exercise of the adjusted CSOP Option and the total price at which those Plan Shares may be acquired are substantially the same as immediately before the Reorganisation.
1. Nothing in this Rule A9 shall authorise any adjustment which would result in the requirements of Schedule 4 not being met in relation to a CSOP Option.

A10. Restrictions on exercise of a CSOP Option

An Award Holder may not exercise a CSOP Option while they are excluded from participation under paragraph 9 of Schedule 4 (material interest provisions).

A11. Discretion on exercise and lapse of CSOP Options

Rule 9 (Vesting of Awards (and exercise of Options) in special circumstances) shall take effect on the basis that the proportion of the Awards which shall Vest will be determined by the Board taking into account any Performance Target and/or any other conditions imposed under Rule 5.1, and the number of Plan Shares will be reduced pro rata to reflect the number of whole months from the Award Date until cessation as a proportion of the original Vesting Period.

If any discretion is exercised under Rules 9 (Vesting of Awards (and exercise of Options) in special circumstances) or 10 (Takeover, scheme of arrangement or winding-up of Company) in relation to a CSOP Option, it must be exercised fairly and reasonably.

A12. Exercise of CSOP Options following death

Except in the case of a voluntary winding-up of the Company, where the period for exercise of a CSOP Option shall be as provided for under Rule 10.4 if less than 12 months following death, and notwithstanding any other provision of the Plan, if a CSOP Option has become exercisable under Rule 9.1, the CSOP Option can be exercised at any time up to and including the first anniversary of the date of death regardless of any other CSOP Option exercise provision in the Plan.

A13. Exercise of CSOP Options in special circumstances

Notwithstanding Rule 9.2, if a holder of a CSOP Option ceases to be in employment with a Constituent Company by reason of:

1. injury, ill-health, or disability;
1. redundancy within the meaning of the Employment Rights Act 1996;
1. retirement by agreement with the company by which they are employed;
1. a relevant transfer to a company outside the Group within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006;
1. the Group Member in which they hold office or employment ceases to be a Constituent Company by reason that it ceases to be under the Control of the Company; or
1. any other circumstances if the Board decides in any particular case,

any CSOP Option held by them which has not Vested will continue until the normal time of Vesting.

The proportion of the CSOP Option which shall Vest shall be determined in accordance with Rule 9.2. Any discretion as to whether and the extent to which a CSOP Option shall Vest shall be exercised in a fair and reasonable manner.

A14. Takeover, compulsory acquisition, scheme of arrangement or winding-up of the Company

1. Subject to the remainder of this Rule A14.1 and to RuleA15, an Option can be exercised as a CSOP Option in accordance with Rule 10 where:
2. a. the offer falls within paragraph 25A(3) to (5) of Schedule 4; and
3. b. the CSOP Option is exercised within 6 months of the appropriate relevant date as set out in paragraph 25A(2) of Schedule 4.

Where the Board shall determine it is likely that a person will obtain Control of the Company and the Board passes a resolution to that effect, in the circumstances contemplated by Rule 10.1 and paragraph 25A(3) to (5) of Schedule 4, the CSOP Option may be exercised during the period of 20 days ending with the day on which the person obtains such Control of the Company and the CSOP Option shall be treated as if it was exercised in accordance with Rule 10.1 and paragraph 25A(3) to (5) of Schedule 4. If a CSOP Option is exercised in reliance of this Rule A14.1 and in anticipation of the events referred to in Rule 10.1, but the person does not obtain Control of the Company during the period of 20 days beginning with the date on which the CSOP Option is exercised, the exercise of the CSOP Option is to be treated as having had no effect.

Subject to the above, if in consequence of a person obtaining Control of the Company within Rule 10.1 and paragraph 25A(3) to (5) of Schedule 4, the Plan Shares to which the CSOP Option relates no longer meet the requirements of Part 4 of Schedule 4, the CSOP Option may be exercised no later than 20 days after the day on which the person obtains Control of the Company, as referred to in Rule 10.1 and paragraph 25A(3) to (5) of Schedule 4, notwithstanding that the Plan Shares no longer meet the requirements of Part 4 of Schedule 4.

1. Subject to the remainder of this Rule A14.2 and to Rule A15, an Option can be exercised as a CSOP Option in accordance with Rule 10.2 where:
2. a. the compulsory acquisition of the Plan Shares falls within paragraph 25A(7) of Schedule 4; and
3. b. the CSOP Option is exercised within the period as set out in paragraph 25A(7) of Schedule 4.

Where the Board shall determine that it is likely that a person will become bound or entitled to acquire shares in the Company in the circumstances contemplated by Rule 10.2 and paragraph 25A(7) of Schedule 4 and the Board passes a resolution to that effect, the CSOP Option may be exercised during the period of 20 days ending with the day on which the person becomes bound or entitled to acquire shares in the Company within Rule 10.2 and paragraph 25A(7) of Schedule 4 and the CSOP Option shall be treated as if it was exercised in accordance with Rule 10.2. If a CSOP Option is exercised in reliance of this Rule A14.1.2 and in anticipation of a person becoming bound or entitled to acquire shares within Rule 10.2and paragraph 25A(7) of Schedule 4 and that person does not become so bound or entitled to acquire shares in the Company by the end of the period of 20 days beginning with the date on which the CSOP Option is exercised, the exercise of the CSOP Option is to be treated as having had no effect.

Subject to the above, if in consequence of a person who is entitled or bound to acquire shares in the Company within Rule 10.2 and paragraph 25A(7) of Schedule 4, the Plan Shares to which the CSOP Option relates no longer meet the requirements of Part 4 of Schedule 4, the CSOP Option may be

exercised no later than 20 days after the day on which the person obtains Control of the Company, notwithstanding that the Plan Shares no longer meet the requirements of Part 4 of Schedule 4.

1. Subject to the remainder of this Rule A14.3, an Option can be exercised as a CSOP Option in accordance with Rule 10.3 where:
2. a. the compromise or arrangement falls within paragraph 25A(6) of Schedule 4; and
3. b. the CSOP Option is exercised within 6 months of the relevant date as set out in paragraph 25A(6) of Schedule 4.

Where the Board shall determine that it is likely that the court will sanction a compromise or arrangement within Rule 10.3and paragraph 25A(6) of Schedule 4 and the Board passes a resolution to that effect, the CSOP Option may be exercised during the period of 20 days ending with the day on which the court sanctions such a compromise or arrangement and the CSOP Option shall be treated as if it was exercised in accordance with Rule 10.3. If a CSOP Option is exercised in reliance of this Rule A14.3 and in anticipation of the events referred to in Rule 10.3 and paragraph 25A(6) of Schedule 4, but the court does not sanction the compromise or arrangement within Rule 10.3 during the period of 20 days beginning with the date on which the CSOP Option is exercised, the exercise of the CSOP Option is to be treated as having had no effect.

Subject to the above, if in consequence of a person obtaining Control of the Company as a result of a compromise or arrangement sanctioned by the court within Rule 10.3, the Plan Shares to which the CSOP Option relates no longer meet the requirements of Part 4 of Schedule 4, the CSOP Option may be exercised no later than 20 days after the day on which a person obtains Control of the Company as a result of a compromise or arrangement sanctioned by the court, notwithstanding that the Plan Shares no longer meet the requirements of Part 4 of Schedule 4.

A15. Exchange of CSOP Options

Rule 11.2.2 shall not apply to CSOP Options.

If the person which obtains Control of the Company under Rule 10 is a company of which the ordinary shares are held in substantially the same proportions by substantially the same persons who previously held the Company's ordinary shares, then the Board may determine that Rule 10 shall not apply. Instead, if that person makes an offer to exchange the Award for a new Award which meets the requirements set out below, any CSOP Options that are not exchanged within the period referred to in paragraph 26 of Schedule 4 shall lapse forthwith at the end of that period.

CSOP Options can only be exchanged, as described in Rule 11.3 (Terms of Exchange), if the Acquiring Company:

1. obtains Control of the Company as a result of making a general offer to acquire:
2. a. the whole of the issued ordinary share capital of the Company (other than that which is already owned by it and its subsidiary or holding company) made on a condition such that, if satisfied, the Acquiring Company will have Control of the Company; or
3. b. all the Plan Shares (or all those Plan Shares not already owned by the Acquiring Company or its subsidiary or holding company); or
1. obtains Control of the Company under a compromise or arrangement sanctioned by the court under Section 899 of the Companies Act 2006; or
1. becomes bound or entitled to acquire Plan Shares under sections 979 to 982 or 983 to 985 of the Companies Act 2006; or
1. obtains Control of the Company as a result of a non-UK company reorganisation (as defined in paragraph 35ZA of Schedule 4) which has become binding on the shareholders covered by it.

CSOP Options must be exchanged within the period referred to in paragraph 26(3) of Schedule 4 and with the agreement of the company offering the exchange and the Award Holder. No further CSOP Options may be granted under the Plan other than pursuant to Rule 11 as modified by this Rule A15.

Rule 11.3.3 shall be replaced by the words "In the application of the Plan to the New Award, where appropriate, references to "Company" and "Plan Shares" shall be read as if they were references to the company to whose shares the New Award relates, save that in the definition of "Board" the reference to "Company" shall be read as if it were a reference to Admiral Group plc."

Rule 11.3.5 shall be construed as if the words "which would have Vested under Rule 10 as applicable" were replaced by the words "subject to the original Award".

The new CSOP Option must be equivalent to the old CSOP Option by satisfying the conditions of paragraph 27 of Schedule 4 and must be in respect of shares which satisfy the conditions of paragraph 27 of Schedule 4, in a body corporate falling within paragraph 16(b) or (c) of Schedule 4.

In determining whether the old CSOP Option is equivalent to the new CSOP Option, the market value of the Plan Shares shall be determined using a methodology agreed by HMRC.

A16. Changing the terms of CSOP Options

The Board need not obtain the approval of the Company in general meeting for any minor changes to this Schedule A which are necessary or desirable in order to meet the requirements of Schedule 4.

A17. Substitution, variation or waiver of Performance Target and/or any other conditions

No amendment to any Performance Target and/or any other conditions for CSOP Options can be made which makes the Performance Target and/or any other conditions more difficult to satisfy.

A18. Accounting for PAYE and National Insurance Contributions

Rule 14.1(Deductions) shall be replaced by the following:

"If the Grantor, the Company or any Group Member (as the case may be) is obliged in any jurisdiction to account for tax and social security contributions for which the Award Holder is liable by virtue of the exercise of the Option and such company has not received from the Award Holder the necessary amount, then such company shall be entitled to discharge such liability by selling sufficient Plan Shares in respect of which the Option has been validly exercised and allotting or procuring the transfer of the balance of the Plan Shares to the Award Holder."

A19.Disapplication of certain Rules and provisions

The following Rules and provisions do not apply to CSOP Options:

1. Rule 1.4.6 (Terms and conditions set at grant– dividend equivalents) and 7.10 (Dividend equivalents);
1. Rules 6.2 (Malus) and 6.3 (Clawback) shall apply only to the extent (if at all) permissible under Schedule 4;
1. The second paragraph of Rule 7.2 (Delay in Vesting of Awards and adjustment of level of Vesting) shall apply only to the extent (if at all) permissible under Schedule 4; and
1. Rule 7.9 (Net or cash settling)

Schedule B

Phantom Award Schedule

B1. Application of the Rules

The Rules shall apply to Awards granted under this Schedule B, as amended by the terms of this Schedule B.

B2. Definitions

The following definitions shall apply in addition to the definitions set out in the Rules:

1. Phantom Award means an Award of a Phantom Conditional Share Award or a Phantom Option;
1. Phantom Conditional Share Award means a conditional right under the Plan to be paid a cash payment equal to the Market Value of a notional Plan Share as at the date of Vesting; and
1. Phantom Option means a right in relation to notional Plan Shares which, when exercised, entitles the Award Holder to be paid a cash amount equal to the Gain on an equivalent Option.

B3. Terms of Phantom Awards

The Board may determine that Awards shall be granted under this Schedule B in the form of Phantom Awards. If so, the Award Certificate must state that the Award is in the form of a Phantom Award. Each Phantom Award will be in respect of a specified number of notional Plan Shares.

The Rules shall apply mutatis mutandis to a Phantom Option as if were an Option and an Award comprising a Phantom Conditional Share Award as if it were an Award comprising a Conditional Share Award.

B4. Settlement of Phantom Awards

Subject to the Rules and any necessary consent and compliance by the Award Holder with the Rules, the Company shall, as soon as reasonably practicable and in any event not later than 30 days after the Vesting of a Phantom Conditional Share Award or the exercise of a Phantom Option, arrange for the payment to the Award Holder of an amount in cash equal to:

1. in the case of a Phantom Option, the Gain on the notional Plan Shares as at the date of exercise in relation to which the Award has been exercised; or
1. in the case of an Award comprising a Phantom Conditional Share Award, the Market Value as at the date of Vesting of the notional Plan Shares in relation to which the Award has Vested

in each case less:

1. any deductions (on account of tax or similar liabilities) as may be required by law; and
1. if the Board so determines, an amount considered by the Board to be equivalent to the sale costs that an Award Holder would incur if he sold a number of actual Shares equal to the number of Shares in respect of which the Phantom Award relates.

B5. Award Price

The Award Price for a Phantom Option shall be determined by the Board.

B6. Lapse

On lapse of a Phantom Award, it shall cease to be realisable with immediate effect.

B7. No Share rights

A Phantom Award will give the holder of the Phantom Award no rights to acquire nor any rights in relation to Plan Shares and the Rules shall be construed accordingly.

Schedule C

Deferred Bonus Award Schedule

C1. Application of the Rules

The Rules shall apply to Awards granted under this Schedule C, as amended by the terms of this Schedule C.

C2. Definitions

The following definitions shall apply in addition to the definitions set out in the Rules:

1. Bonus means value which may be provided to an Eligible Employee under any bonus plan or arrangement operated by a Group Member if the performance conditions and other conditions applicable to it are satisfied; and
1. Deferred Bonus Award means an Award representing the deferral of all or part of an individual's Bonus which is designated by the Grantor as a Deferred Bonus Award.

C3. Grant of Deferred Bonus Awards

The Board may determine that Awards shall be granted under this Schedule C in the form of Deferred Bonus Awards. If so, the Award Certificate must state that the Award is a Deferred Bonus Award.

Where this Schedule C applies, the Board shall, in its absolute discretion, determine the percentage (which may be nil) of an Eligible Employee's Bonus which will be paid in cash and the percentage which will be delivered in the form of a Deferred Bonus Award. As soon as practicable after the end of a performance period to which the Bonus relates, the Board shall determine the number of Plan Shares over which the Deferred Share Award shall be made in accordance with Rule 3.2 (as deleted and replaced by this Schedule C).

C4. Modification of certain Plan rules and provisions

Where a Deferred Bonus Award is granted under this Schedule C, the Rules shall be amended as follows:

Rule 1.7 shall be amended so that it reads as follows:

"1.7 Who can be granted Awards

1. Subject to paragraph 2 below, an Award may only be granted to an individual who is an Eligible Employee at the Award Date. Unless the Board decides otherwise, an Award will not be granted to an Eligible Employee who on or before the Award Date has given or received notice of termination of employment (whether or not lawful).
1. In the case of a Deferred Bonus Award, the Grantor may at its absolute discretion grant a Deferred Bonus Award to an individual who was an employee of a Group Member during the Financial Year to which the Bonus in respect of which the Deferred Bonus Award relates and to whom the Board has determined to make a Bonus."
1. In Rules 1.8 and 1.12, references to an "Eligible Employee" shall be replaced with references to an "individual".
1. Rule 3.2 shall be deleted and replaced with the following:

"3.2 Deferred Bonus Award limit

The Grantor may grant a Deferred Bonus Award in respect of such proportion of an Eligible Employee's Bonus as it determines. The number of Plan Shares subject to an Eligible Employee's Deferred Bonus Award shall be calculated by dividing the amount of their Bonus to be deferred as a Deferred Bonus Award by the average Market Value (measured over the five Dealing Days preceding the Award Date or such other measurement period as determined by the Board in its absolute discretion). The number of Plan Shares shall be rounded down to the nearest whole Plan Share."

1. Rule 6.3 shall be amended by deleting the words "during the period of two years following the end of the Performance Period applicable to an Award (or, where the Award is not subject to a Performance Target, the end of the Vesting Period)" and replacing it with "during the period of two years following the grant of a Deferred Bonus Award.
1. In the second paragraph of Rule 7.2, after the word "Award", the words "(other than a Deferred Bonus Award)" shall be inserted.
1. The following paragraph shall be added to the end of Rule 8.7: "If the Award Holder was granted a Deferred Share Award following the cessation of Relevant Employment in accordance with Rule 1.7.2, the fact that the Award Holder had ceased Relevant Employment before the Holding Period will have no impact on the provisions of this Rule 8".
1. In Rule 9.1, the words "In the case of any Award other than a Deferred Share Award," shall be inserted at the start of the third paragraph of Rule 9.1.
1. In rule 9.2, the words "In the case of any Award other than a Deferred Share Award," shall be inserted at the start of the penultimate paragraph of Rule 9.2.

In addition, a paragraph shall be added to the end of Rule 9.2 which reads "If a Deferred Share Award was granted to the Award Holder after they had ceased to be in Relevant Employment under Rule 1.7.2, this Rule 9.2 shall not apply and the Deferred Share Award will continue until the normal time of Vesting unless the Board otherwise decides, in which case, if the Deferred Share Award is an Option, the Board shall also determine the period for exercise of the Deferred Share Award, following which it shall lapse".

Schedule D

US Schedule

This Schedule D shall apply to all Awards granted under the Plan to Award Holders who are US Taxpayers (as defined below). In the event that an Award Holder holding an Award becomes a US Taxpayer subsequent to the Award Date, then such Award shall immediately be amended in a manner consistent with this Schedule D. References in this Schedule D to Awards granted to US Taxpayers shall include Awards held by an Award Holder who becomes a US Taxpayer subsequent to the Award Date.

D.1 Definitions

In this Schedule D, the following words and expressions have the following meanings:

Code means the US Internal Revenue Code of 1986, as amended from time to time. References to the Code or to a particular section of the Code shall include references to any related Treasury Regulations and rulings to successor provisions;

Fixed Payment Date for a Section 409A Compliant Award means the date on which the Section 409A Compliant Award will normally Vest, as determined on or prior to the Award Date;

Payment Event for a Section 409A Compliant Award means the first to occur of the following:

1. the Fixed Payment Date;
1. the death of the Award Holder;
1. the occurrence of one of more of the events described in Rule 9.2 (Injury, disability, redundancy, retirement etc) as determined on or prior to the Award Date, but only if such event also constitutes a "separation from service" under section 409A of the Code; and
1. the occurrence of an event described in Rule 9.2.4, Rule 10.1 (Takeover), Rule 10.2 (Compulsory acquisition of shares in the Company), Rule 10.3 (Scheme of arrangement) or Rule 10.4 (Winding-up of the Company), but only if such event also constitutes a "change in control event" under section 409A of the Code;

Section 409A Compliant Award means an Award granted to a US Taxpayer that is intended to comply with the requirements of section 409A of the Code;

Section 409A Exempt Award means an Award granted to a US Taxpayer that is intended to be exempt from section 409A of the Code pursuant to the short-term deferral exception described in section 409A-1(b)(4) of the Treasury Regulations;

Section 409A Payment Deadline for a Section 409A Compliant Award means the last day of the calendar year in which the applicable Payment Event occurs, or, if later, by the 15th day of the third month following the applicable Payment Event;

Short-Term Deferral Period for a Section 409A Exempt Award means the period commencing on the date that the Section 409A Exempt Award first is no longer subject to a substantial risk of forfeiture for purposes of section 409A of the Code and ending upon the fifteenth day of the third month following the end of the Taxable Year in which such Award first is no longer subject to a substantial risk of forfeiture;

Taxable Year means the 12-month period in respect of which the Award Holder is obliged to pay US Tax or, if later, the 12-month period in respect of which the Award Holder's employing company is obliged to pay tax, in which an Award first is no longer subject to a substantial risk of forfeiture for US Tax purposes;

US means the United States of America;

US Tax means income taxation by the US; and

US Taxpayer means an Award Holder who is subject to US Tax at the Award Date, is expected to become subject to US Tax following the Award Date or does become subject to US Tax following the Award Date but prior to the date upon which any part of an Award Vests. US Taxpayers shall include US citizens working abroad, US resident aliens and other individuals rendering services in the US.

D.2 Grant of Awards

Notwithstanding any Rule in the Plan, Awards granted to US Taxpayers under the Plan will only be granted in the form of a Conditional Share Award or a Phantom Conditional Share Award, subject to the revised terms set forth in this Schedule D. No Option to acquire Plan Shares shall be granted to a US Taxpayer under the Plan.

All Phantom Conditional Share Awards granted to a US Taxpayer will be granted as Section 409A Exempt Awards.

Conditional Share Awards granted to a US Taxpayer may be granted as either a Section 409A Exempt Award or a Section 409A Compliant Award, and the Award Certificate for a Conditional Share Award granted to a US Taxpayer will specify whether the Conditional Share Award is a Section 409A Exempt Award or a Section 409A Compliant Award, and if the Conditional Share Award is a Section 409A Compliant Award, the applicable events described in Rule 9.2 (Injury, disability, redundancy, retirement etc) that will constitute a Payment Event for the Conditional Share Award. If the Award Certificate for a Conditional Share Award granted to a US Taxpayer does not specify whether the Conditional Share Award is a Section 409A Exempt Award or a Section 409A Compliant Award, or if an Award Holder holding a Conditional Share Award becomes a US Taxpayer after the Award Date and the Award Certificate is not amended to specify whether the Conditional Share Award is a Section 409A Exempt Award or a Section 409A Compliant Award, then the Conditional Share Award will be treated as a Section 409A Exempt Award.

D.3 Section 409A Exempt Awards

D.3.1 Settlement

Notwithstanding the Rules of the Plan, the issuance and transfer to a US Taxpayer of Plan Shares (and the payment of any dividend equivalents) in respect of a Section 409A Exempt Award shall be made no later than the end of the Short-Term Deferral Period; provided, however, in the event that the issuance and transfer of the Plan Shares (and the payment of any dividend equivalents) in respect of the Section 409A Exempt Award cannot be made by the end of the Short-Term Deferral Period because the issuance and transfer or payment would violate applicable law, then to the extent permissible under section 409A-1(b)(4)(ii) of the proposed Treasury Regulations, such issuance and transfer or payment may be delayed so long as the issuance and transfer of the Plan Shares (and the payment of any dividend equivalents) in respect of the Section 409A Exempt Award is made at the earliest date at which it is reasonably anticipated that such law no longer prevents such issuance and transfer or payment.

In determining the applicable Short-Term Deferral Period, Rule 6.2 (Malus), Rule 6.3 (Clawback), Rule 7.2 (Delay in Vesting of Awards and adjustment of level of Vesting), Rule 7.4 (No Vesting or exercise while Dealing Restrictions or Directors' Remuneration Policy restrictions apply) and Rule 8 (Holding Period) of the Plan shall be disregarded.

D.3.2 Substitution or Variation of conditions

The Performance Target and any other condition of an outstanding Section 409A Exempt Award may not be substituted or varied pursuant to Rule 5.3 (Substitution, variation or waiver of Performance Target and conditions) if and to the extent that the substitution or variation of the Performance Target and any other condition would result in the earlier ending of the applicable Short-Term Deferral Period. Notwithstanding

the foregoing, the Grantor may waive the Performance Target and any other condition of an outstanding Section 409A Exempt Award pursuant to Rule 5.3 (Substitution, variation or waiver of Performance Target and conditions).

D.3.3 Exchange of Section 409A Exempt Awards

In connection with the exchange of a Section 409A Exempt Award pursuant to Rule 11 (Exchange of Awards), the Board shall attempt to structure the terms of the exchange and the "New Award" such that neither the exchange nor the New Award violate section 409A of the Code.

D.4 Section 409A Compliant Awards

D.4.1 Vesting

The Vesting of a Section 409A Compliant Award (and any dividend equivalents) shall be determined under the Rules of the Plan, but settlement and payment of the Section 409A Compliant Award (and any dividend equivalents) shall be made in accordance with paragraph D.4.2 of this Schedule D.

Notwithstanding Rule 7.2 (Delay in Vesting of Awards and adjustment of level of Vesting), the Vesting of a Section 409A Compliant Award may not be delayed for an investigation or other procedure relevant to an event falling within the scope of Rule 6.2 (Malus), but the Grantor may determine that the Plan Shares or cash to be delivered or paid in connection with the settlement of the Section 409A Compliant Award instead be delivered or paid to a nominee designated by the Grantor, who after the investigation or other procedure has concluded and Rule 6.3 (Clawback) has been applied, will transfer any remaining Plan Shares or cash to the US Taxpayer.

Notwithstanding Rule 7.4 (No Vesting or exercise while Dealing Restrictions or Directors' Remuneration Policy restrictions apply), the Vesting of a Section 409A Compliant Award may not be delayed where the Vesting of the Award is prevented by Dealing Restrictions or Directors' Remuneration Policy restrictions unless permissible under section 409A-2(b)(7)(ii) of the Treasury Regulations, where settlement would otherwise violate applicable laws, but the Grantor may determine that the Plan Shares or cash to be delivered or paid in connection with the settlement of the Section 409A Compliant Award instead be delivered or paid to a nominee designated by the Grantor, who will transfer the Plan Shares or cash to the US Taxpayer after the Dealing Restrictions and Directors' Remuneration Policy restrictions would no longer prevent such settlement.

If an Award Holder who is a US Taxpayer dies or ceases to be in Relevant Employment for one of the reasons specified by Rule 9.2 (Injury, disability, redundancy, retirement etc) which is an applicable Payment Event for the Section 409A Compliant Award, the Section 409A Compliant Award must Vest to the extent determined by the Board in its sole and absolute discretion in accordance with Rule 9.1 (Death) and Rule 9.2 (Injury, disability, redundancy, retirement etc) if the applicable reason is a Payment Event for the Section 409A Compliant Award, and the Section 409A Compliant Award granted to the US Taxpayer may not instead continue until the normal time of Vesting.

For the avoidance of doubt, changes to the Vesting of a Section 409A Compliant Award made after the Award Date shall not affect the Section 409A Compliant Award's Fixed Payment Date.

D.4.2 Settlement of Section 409A Compliant Awards

Notwithstanding the Rules of the Plan, the issuance and transfer to a US Taxpayer of Plan Shares (and the payment of any dividend equivalents) in respect of a Section 409A Compliant Award that has Vested shall be made as soon as practicable following the applicable Payment Event, but no later than the applicable Section 409A Payment Deadline; provided, however, in the event that the issuance and transfer of the Plan Shares (and the payment of any dividend equivalents) in respect of a Section 409A Compliant Award has not been made by the end of the applicable Section 409A Payment Deadline because the issuance and transfer or payment would violate applicable law, then to the extent permissible under section 409A-2(b)(7)(ii) of the Treasury Regulations, such issuance and transfer or payment may be delayed so long as the issuance and

transfer of the Plan Shares (and the payment of any dividend equivalents) in respect of the Section 409A Compliant Award is then satisfied at the earliest date at which it is reasonably anticipated that such law no longer prevents such issuance and transfer or payment. The US Taxpayer will not be permitted, either directly or indirectly, to designate the year of payment.

Notwithstanding the foregoing, if at the time of a US Taxpayer's "separation from service" (as defined in section 409A of the Code), the US Taxpayer is a "specified employee" (as defined in section 409A of the Code), the issuance and transfer of the Plan Shares (and the payment of any dividend equivalents) in respect of a Section 409A Compliant Award will instead be made on the first day of the seventh month following the US Taxpayer's "separation from service".

Payment of a Section 409A Compliant Award may only be accelerated or delayed if and to the extent that such accelerated or delayed payment is permitted under section 409A of the Code.

D.4.3 Exchange of Awards

Where a Section 409A Compliant Award is to be settled in connection with the occurrence of an event described in Rule 10.1 (Takeover), Rule 10.2 (Compulsory acquisition of shares in the Company) or Rule 10.3 (Scheme of arrangement) and such event also constitutes a "change in control event" under section 409A of the Code, the Section 409A Compliant Award must Vest and cannot be exchanged for a New Award under Rule 11 (Exchange of Awards).

In connection with the exchange of a Section 409A Compliant Award pursuant to Rule 11 (Exchange of Awards) where permissible, the Fixed Payment Date and Payment Events of the New Award shall be the same as the Fixed Payment Date and Payment Events of the exchanged Section 409A Compliant Award.

D.5 Changing the Terms of Awards

The Grantor or the Board may make any changes to Section 409A Compliant Awards which are necessary or desirable in order for the Section 409A Compliant Awards to comply with section 409A of the Code, and the Grantor or the Board may make any changes to Section 409A Exempt Awards which are necessary or desirable in order for the Section 409A Exempt Awards to qualify for an exemption from section 409A of the Code.

Notwithstanding the provisions of Rule 6.5 (Interaction with other plans) or Rule 13 (Adjustment of Awards on Reorganisation), no adjustment of an Award granted to a US Taxpayer shall be effective to the extent such adjustment would cause the Award to violate section 409A of the Code.

Notwithstanding the provisions of Rule 18 (Amendment of Plan), any amendment to the Plan or this Schedule D shall only be effective with respect to an Award granted to a US Taxpayer to the extent such amendment does not cause the Award to violate section 409A of the Code.

D.6 Use of Trusts

Plan Shares with respect to Awards granted to US Taxpayers may not be deposited to a trust or similar arrangement if such action would cause the Awards to violate section 409A of the Code.

D.7 Interpretation and Administration Intent

Section 409A Compliant Awards (and dividend equivalents payable thereon) are intended to comply with the requirements of section 409A of the Code, and the Plan and this Schedule D shall be interpreted and administered consistent with such intention.

Section 409A Exempt Awards (and the dividend equivalents payable thereon) are intended to be exempt from the requirements of section 409A of the Code under the short-term deferral exception described in section 409A-1(b)(4) of the Treasury Regulations, and the Plan and this Schedule D shall be interpreted and administered consistent with such intention.

If a Conditional Share Award granted to a US Taxpayer Vests in installments, each installment shall be considered a separate Conditional Share Award for purposes of Section 409A of the Code.

In the event of any conflict between an applicable provision of the Plan and an applicable provision of this Schedule D with respect to an Award granted to a US Taxpayer, the provision of this Schedule D shall apply.

Schedule E

French Subplan

1. Preamble

On 27 November 2024, a new 10-year free share plan titled the "Discretionary Free Share Scheme" or "DFSS" (hereinafter the "Plan") was proposed by the Board of Directors (hereinafter the "Board") of Admiral Group Plc, a public limited company incorporated in England, listed on the London Stock Exchange, whose registered office is located in Cardiff, CF 10 2EH, registered in England under no. 03849958 (hereinafter the "Company"). The Plan was then approved and adopted by the Company's General Meeting of shareholders on 9 May 2025.

The purpose of the Plan is to provide a means by which all eligible employees of the Company and of its affiliated entities (subsidiaries and branches) in the United Kingdom and overseas (hereinafter the "Entities") may have the opportunity to benefit from increases in the value of ordinary shares by being granted free shares in the Company.

Article 18.1 of the Plan authorises the Board to amend its rules, including for the purposes of establishing subplans for the benefit of employees located overseas, in accordance with local legislation. On 9 May 2025, in accordance with the above-mentioned Article 18.1, the Company's General Meeting accordingly authorised adding a French free share sub-plan (hereinafter the "French Sub-Plan") to the Plan and so gave the Board full power to implement it.

Indeed, the Board determined that it was advisable to set up the French Sub-Plan for the purposes of permitting French employees residing in France to be granted "Restricted Shares", as defined and provided for in paragraphs 1 to 2 of Article 1.12. of the Plan, with the following characteristics under French law:

These shares are to be granted by the Company to each eligible French employee free of charge, i.e. without any price to be paid in return, and subject to compliance with a 3-year vesting period;
Throughout the entire vesting period:
- o The eligible employees are not considered as shareholders of the Company and therefore may not, contrary to the provisions of paragraph 4 of Article 1.12 of the Plan, exercise any of their prerogatives in respect of the shares granted to them, notably as regards voting rights and dividend entitlement. Nor will they be able to assign their right to be granted the shares or to pledge the shares, as the final right of claim given to them by the Company is merely potential. Consequently, contrary to the provisions of Article 7.10 of the Plan, the eligible employees shall not be entitled to any dividend, deferred dividend, dividend equivalent or other distribution for any reason whatsoever during this vesting period;
- o The shares granted to eligible employees will remain subject to a substantial risk of forfeiture in accordance with a grant schedule to be determined by the Board, which may include various criteria such as performance, continuous presence, etc.;
  - Hereinafter referred to as the "Free Shares".

These characteristics must be strictly complied with by the Company for the French Entity's employees in order to qualify for the French tax and social security regime (hereinafter the "French Favourable Regime") applicable to Free Shares granted under the legal conditions set out in Articles L.225-197-1 to L.225-197-5 and Article L. 22-10-59 et seq. of the French Commercial Code.

The Board has therefore set up this new French Sub-Plan with a view to granting Free Shares with the specific characteristics set out above and under the legal conditions applicable under French law to eligible French employees.

The terms of the Plan shall apply only to the extent that they do not conflict with the rules of the French Sub-Plan, which must be strictly applied and constitute the rules for granting Free Shares to eligible French

employees.

For the avoidance of doubt, in the event of any conflict between the Plan and the French Sub-Plan, the French Sub-Plan shall prevail for the granting of Free Shares to French Participants.

2. Purpose of the French Sub-Plan

At their General Meeting of 9 May 2025, the Company's shareholders adopted the new DFSS and, in this context, authorised adding thereto the French Sub-Plan permitting Free Shares to be granted within the legal framework of the provisions set out in Articles L. 225-197-1 et seq. of the French Commercial Code governing free share plans, to Beneficiaries of the French Entity indirectly affiliated with the Company within the meaning of Article L. 225- 197-2 of the French Commercial Code, the French Entity being a French branch located at 31 rue Paul Meurice in Paris (75020), registered with the Paris Trade & Companies Register under no. 842 188 310 (Siret 842 188 310 0036) and at 9-10 rue de l'Abbé Stahl in Marcq-en-Barœul (59700), registered with the Lille Trade & Companies Register under no. 842 188 310 (Siret 842 188 310 0028) of the Spanish company Admiral Intermediary Services SA, whose registered office is at Calle Albert Einstein no. 10 4109 2 in Seville (Spain), itself a subsidiary of the Company.

Using the authorisation and powers given to it by the General Meeting of 9 May 2025, the Board drew up this French Free Share Sub-Plan and set the terms and conditions detailed below, in accordance with the statutory and regulatory provisions in force.

The granting of Free Shares under the French Sub-Plan constitutes an irrevocable commitment by the Company to the Beneficiaries referred to in Article 3 below, subject to satisfaction of the conditions set out in Article 6.

3. Definitions

Free Shares	Means O Shares and/or P Shares.
O Shares	Means one or more ordinary shares in the Company, granted free of charge to Beneficiaries under this French Sub-Plan, the vesting of which does not depend on performance conditions. The Board grants these shares in successive annual tranches over a period of 5 years, twice a year, at dates set by the Board and at a fixed value per Beneficiary of £1,800, which makes it possible each year, based on the share's stock market price at the Grant Date, to determine the number of O Shares to be granted. This value will benefit any person who has worked full time during the 6 months preceding the grant and will, where applicable, be proportionately reduced according to its beneficiary's length of presence over this period. Length of presence means periods of actual work plus periods legally considered by right as actual work and remunerated as such (paid vacation leaves, performance of staff representative offices, performance of labour court advisor duties (conseillers prud'homme)…) as well as periods during which the employment contract is suspended further to occupational injury or occupational illness.
P Shares	Means one or more ordinary shares in the Company, granted free of charge to Beneficiaries under this French Sub-Plan, the vesting of which depends notably on the satisfaction of performance criteria described in the Schedule to the Plan. The Board grants these shares in successive annual tranches over a period of 5 years, once a year at a date set by the Board.

Beneficiary(ies) 1	Means each eligible person to whom the Board has granted Free O Shares without performance conditions, as set out in Article 5 below.
Beneficiary(ies) 2	Means each eligible person to whom the Board has granted Free P Shares with performance conditions, as set out in Article 5 below.
Grant Date	Means the date on which the Board decided on the initial grant of Free Shares, and the starting point of the Vesting Period.
Vesting Date	Means the day following the expiry date of the Vesting Period, from which the Beneficiary becomes the owner of the Free Shares granted to him or her.
Entities	Means Admiral Group Plc and all English and foreign companies and/or branches affiliated with it within the meaning of Article L225-197-2 of the French Commercial Code.
Vesting Period	Means the THREE (3)-year period from the Grant Date during which the Beneficiary does not yet own the Free Shares granted to him or her (if any).
Company	Means the company named "Admiral Group Plc".
French Sub-Plan	Means the French free share sub-plan defined in Article 1, approved by the Board and specifying all the conditions and criteria for grant.
French Branch	Means the French branch of the Spanish company Admiral Intermediary Services SA, a subsidiary of Admiral Group Plc, registered with the Trade & Companies Register in France under no. 842 188 310.

4. Limits

The following limits shall apply to grants of Free Shares to Beneficiaries:

The total number of Free Shares granted may not exceed 10% of the Company's share capital at the Grant Date, it being specified that the following ratio shall be used to determine this percentage:

Number of Free Shares currently vesting and/or currently held_
Total number of shares comprising the Company's share capital	≤ 10%

No Beneficiary 1 and/or 2 holding more than 10% of the Company's share capital may be granted Free Shares;
A grant of Free Shares may not have the effect of permitting a Beneficiary 1 and/or 2 to hold more than 10% of the Company's share capital:
- It being specified that, for each Beneficiary, the aforementioned percentage includes only shares that have been directly owned by each Beneficiary for less than 7 years.

From the end of the Vesting Period, these same Free Shares may not be sold by the Beneficiaries during the following periods called "Negative Windows":

o within 30 calendar days of the announcement of the annual or half-yearly financial report;
o whenever members of the Board of Directors, Supervisory Board, Management Board, the Chief Executive Officer, the Deputy Chief Executive Officer or employees are aware of inside information that has not been made public.

5. Beneficiaries of Free Shares

The Beneficiaries of grants of Free Shares, and the nature and number of Free Shares granted to each Beneficiary, fall into two categories:

Beneficiaries 1: are all the French Branch employees who meet a condition of ONE (1) year of seniority under their employment contract with the French Branch or with the Entities belonging to the Admiral group at the Grant Date;
Beneficiaries 2: are the employees and managers of the French Branch and/or of the Entities belonging to the Admiral group at the Grant Date who, through job position and/or performance, make a major contribution to the strategy of the business.

The vesting of a certain percentage of these grants of Free Shares shall be subject to performance conditions.

Each Beneficiary 1 and/or 2 shall be notified of the grant of Free Shares by a grant letter detailing the number of Free Shares granted to them and the specific terms and conditions attached to this grant of Free Shares.

The grant letter will be accompanied by a copy of this French Sub-Plan. It may be sent by any means.

6. Vesting Period

6.1. Conditions of the Vesting Period

At the Vesting Date:

Beneficiary 1 shall become the owner of the O Shares granted to him/her free of charge, subject to satisfaction of the seniority condition set out in Article 6.1.1 and of the presence condition set out in Article 6.1.2 below;
Beneficiary 2 shall become the owner of the P Shares granted to him/her free of charge, subject to satisfaction of the presence condition set out in Article 6.1.2 below and the performance criteria set out in Article 6.1.3 below.

6.1.1 Seniority condition for O Shares

A Beneficiary 1 shall be entitled to the grant of O Shares only if he/she can prove that, at the Grant Date, he/she has ONE (1) year's seniority under his/her employment contract with the French Branch and/or the Entities belonging to the Admiral group.

6.1.2 Condition of presence of Beneficiary 1 and/or 2 for O and P Shares

To receive Free Shares, a Beneficiary 1 and/or 2 must remain an employee of the French Branch or of Entities belonging to the Admiral group throughout the Vesting Period. This condition must be met on a continuous and uninterrupted basis. This condition is referred to in the French Sub-Plan as the "Continuous Presence Condition".

"Employees" are persons bound to the French Branch or to Entities of the Admiral group by a full-time or parttime employment contract. Whether a person is an "employee" is determined by each Entity of the Admiral group in respect of its own workforce, having regard to the laws applicable in the country in which it operates.

In the event that, before the end of the Vesting Period, the Beneficiary ceases, for any reason whatsoever except in case of death or retirement as described in Articles 6.1.4 and 6.1.5 below, to hold an employment contract with the French Branch or an Entity of the Admiral group, the Beneficiary shall forfeit all entitlement to the Free Shares, without being entitled to claim any compensation.

The date of forfeiture of the right to the vesting of Free Shares shall occur on a date determined in the manner specified below:

(a) in the event of dismissal for any reason whatsoever, on the day of the end of the employment contract. In the event that, upon termination of an employment contract, the notice period is waived at the employee's initiative, the end of the employment contract shall be the effective date of the waiver;
(b) in the event of resignation from his/her duties as an employee, on the date of receipt by the French Branch or the Entities of the Beneficiary's letter of resignation or on the date of hand-delivery thereof to an authorized representative of the French Branch or of the Entities;
(c) in the event of a mutually agreed termination, on the date of approval of the termination agreement by the DREETS (Direction Régionale de l'Economie, de l'Emploi, du Travail et des Solidarités) or, for a protected employee, on the date of authorization of the mutually agreed termination by the labour inspector;
(d) for all other cases of departure not expressly referred to above, on the date of termination of the employment contract.

6.1.3 Performance criteria attached to P Shares

The vesting of P Shares and the number of P Shares vesting in Beneficiaries 2 is also conditional up to a certain percentage, to the satisfaction of both financial and extra-financial performance criteria which will be precisely defined for each Beneficiary 2 by the Board on the Grant Date, in the grant letter which will be given to each Beneficiary 2 with the determination of the percentage of P Shares subject to said performance conditions.

6.1.4 Death of the Beneficiary

As an exception to the provisions of 6.1.2 and 6.1.3, in the event of Beneficiary 1's and/or Beneficiary 2's death during the Vesting Period, their heirs may, within six months of the death, request to be granted the O Shares and/or P Shares free of charge:

provided however that Beneficiary 1 and/or 2 satisfied the presence condition referred to in Article 6.1.2 above up to the date of death; and
in the case of P Shares, provided that the performance condition referred to in Article 6.1.3 is satisfied at the Vesting Date.

As a result, assuming the conditions referred to in the two preceding paragraphs are satisfied, the deceased Beneficiary's heirs shall become the owners of:

the O Shares to which they are entitled: within 30 days of the date on which they requested to be granted said O Shares;
the P Shares to which they are entitled: on the Vesting Date.

The Company has no obligation to inform the deceased Beneficiary's heirs of the possibility afforded to them to request to be granted Free Shares.

The heirs must, at their own initiative, send their request to the Company by registered letter with acknowledgement of receipt. For the purposes of calculating the above-mentioned six-month period, the date to be taken into account shall be that of the acknowledgement of receipt of the letter.

If the Beneficiary's heirs fail to make their request in the required manner within the aforementioned six-month period, they shall automatically forfeit all rights to the Free Shares, without being entitled to any compensation whatsoever.

6.1.5 Retirement of the employee

By way of exception to the provisions of 6.1.2 and 6.1.3, in the event that, during the Vesting Period, the Beneficiary retires or is pensioned off, the latter shall become the owner of:

O Shares at the Vesting Date;
P Shares at the Vesting Date, provided that the performance condition referred to in Article 6.1.3 is satisfied at the Vesting Date.

6.2. Rights in respect of the Vesting Period

The rights resulting from the grant of Free Shares are non-transferable and may not be pledged or alienated in any manner whatsoever until the end of the Vesting Period.

6.3. Transfer of ownership and rights attached to the Shares granted

Subject to satisfaction of the conditions set out in Article 6.1 above and to the specific case of the Beneficiary's death or retirement or pensioning off, the transfer of ownership of the Free Shares shall be completed on the relevant Vesting Date by registration of the Free Shares on the Company's share register in the name of the Beneficiary.

The Free Shares shall be subject to all applicable provisions of law and of the articles of association and shall carry dividend rights as from their Vesting Date.

The Company shall notify each Beneficiary of the vesting of Free Shares within a maximum of 15 days from the Vesting Date.

7. Holding Period

Subject to the negative windows of Article 4 and to the exceptions provided for by law, Beneficiary 1 and/or 2 shall not, as from the Vesting Date, be required to keep holding, for a so-called "holding period", the Free Shares having vested in them in registered form. Consequently, Article 8 of the Plan shall not apply.

These Free Shares shall be registered in a special registered account.

8. Value of Free Shares and valuation method at the Vesting Date

The value of each Free Share (hereinafter "Vi") shall be determined at the Initial Grant Date on the basis of the then current stock market price of the Company's shares, in particular for the purposes of any adjustment rules referred to in Article 9 below.

The same method shall be used to determine the value of a Free Share (hereinafter "Vd") at the Vesting Date.

9. Protection of Beneficiaries' rights

9.1. Transactions provided for under French law occurring during the Vesting Period

If, during the Vesting Period, the Company carries out a transaction covered by Article III of L. 225-197-1 of the French Commercial Code, it shall take the appropriate measures to preserve the rights of the Beneficiaries, to the extent that such transactions are similar under English law. Thus, in the event of a cashless exchange of shares resulting from a merger or demerger carried out during the Vesting Period, the shares given in exchange shall, for the time remaining until the Vesting Date provided for in this French Sub-Plan, be deemed to have been granted on the Grant Date. The same shall apply to exchanges resulting from a public offering, a split or a reverse split. The provisions of Article 11 of the Plan may then apply.

On the other hand, the provisions of Article 10 of the Plan providing for the possibility of Free Shares vesting on certain Company reorganisation or restructuring transactions (such as a change of control, a "compulsory" acquisition, a winding-up, a demerger and any other event) prior to the Vesting Date, i.e. in breach of the threeyear Vesting Period provided for in this French Sub-Plan, shall not apply to this French Sub-Plan, failing which this French Sub-Plan will be disqualified under French tax and social security legislation due to the acceleration of the Vesting Period.

9.2. Transactions not provided for under French law occurring during the Vesting Period

Notwithstanding Article 13 of the Plan, the Board may, as appropriate, adjust the number of Free Shares granted under the French Sub-Plan, in accordance with the terms set out below, in the event that the Company carries out certain transactions during the Vesting Period which have an impact on the Company's share capital and consequently on the Beneficiaries' rights, including:

capital amortization,
capital reduction due to losses by reducing the number of shares comprising the share capital,
free grant of shares,
capital increase by capitalizing reserves, profits or issue premiums and by issuing new shares,
distribution of reserves or of issue premiums,
issue of equity securities or securities giving entitlement to the allotment of equity securities with subscription rights reserved for shareholders.

Such adjustments shall be made in accordance with the French administrative guidelines set out in BOI-RSA-ES-20-20-10-20- 20170724, the adjustment of the number of Free Shares granted to Beneficiaries being made by transposing the rules applicable to stock options set out in Article R. 225-137 of the French Commercial Code, which refers to Article R. 228-91 of the French Commercial Code subject to the provisions of Articles R. 225-138 et seq. of the same Code.

No cash payment may be made, in particular to compensate for any fractional shares.

If the Company is unable to make these adjustments in accordance with French law, there shall be no adjustment for the Free Shares intended for Beneficiaries 1 and/or 2.

After each adjustment, if any, that is made in in accordance with French administrative guidelines, the Company shall notify each Beneficiary of the new number of Free Shares granted.

No other adjustments to the Free Shares granted on the Grant Date may be made by the Company, whether for disciplinary reasons related to the Beneficiary's status as an employee or for any other reason concerning, inter alia, the criteria used to assess the performance condition. Consequently, Articles 6 and 7 of the Plan cannot be applied in the context of the implementation of this Sub-Plan.

10.Tax and social security provisions

The rules mentioned below correspond to the current state of French tax and social security legislation in force on the day this French Sub-Plan was drawn up. The schemes described below apply only to Beneficiaries whose tax domicile is in France.

Please note that this information is only a summary of the current French tax and social security regime, and that Beneficiaries' specific situation should be examined with their usual advisor.

10.1. Tax provisions (preferential treatment subject to compliance with the provisions of this plan)

10.1.1 Acquisition gain (under current legislation as of the date this plan was drawn up)

The acquisition gain resulting from the free grant is equal, for a given Free Share, to the value of said Free Share at the Vesting Date, calculated as indicated in Article 8 above.

The acquisition gain is taxed under the progressive personal income tax scale in the category of salary and wages:

up to an annual limit of €300,000 with the application of a one-off deduction of 50% regardless of how long the Free Shares have been held (application of social security withholdings on capital income at the rate of 17.2%);
beyond €300,000 without any deduction (application of social security withholdings on earned income at the rate of 9.7%).

The acquisition gain is taxed in the year of sale of the Free Shares.

10.1.2 Capital gain on sale (equal to the difference between the sale price of the Free Share and its value at the Vesting Date)

The new regime introduced by the French 2025 Finance Act applies to "net gains realised on securities where they have been subscribed or acquired by employees or directors or allotted to them (...) in connection with the performance of their duties within the issuing company or any company in which the latter directly or indirectly holds an equity stake."

It is potentially applicable to all types of securities, including securities issued as part of a qualifying free share plan.

The securities must present a risk of capital loss.

The general principle is that all income earned by employees and directors due to their duties within a company is taxed as wages and salaries.

By way of exception, a portion of the gains may be considered as a capital gain up to an amount determined by applying, to the subscription or acquisition price of the said securities, a multiple of three times the company's financial performance ("Ceiling") according to the following formula:

(Acquisition price x 3 x Actual value of company at time of sale ) - Acquisition price Actual value of company at time of acquisition

The actual value of the company at the time of sale would be adjusted for debts arising from related shareholders within the meaning of Article 39, 12 of the French Tax Code.

If batches of securities are acquired on different dates, the net gain will be determined separately for each batch of securities acquired on each of these dates.

The gain would be taxed as follows (and possibly subject to the Differential Contribution on high incomes):

As a capital gain on sale up to the Ceiling, i.e. (i) 12.8% income tax (or application of the progressive income tax scale on option), (ii) 17.2% social security contributions and (iii) 3 to 4% Contribution on high incomes;
As a salary, i.e. (i) application of the progressive personal income tax scale and (ii) a specific employee contribution of 10%.

Reminder: The tax returns relating to capital gains remain the responsibility of the Beneficiary.

10.2. Social security provisions

The acquisition gain realized on Free Shares is excluded from the basis of social security contributions.

This exemption is subject to compliance with the legal regime set out in Articles L. 225-197-1 to L. 225-197-5 of the French Commercial Code and the reporting requirements set out in Article L. 242-14 of the French Social Security Code.

If these conditions are not met, the employer is required to pay all the social security contributions, including the employee portion.

On the other hand, the acquisition gain is subject to CSG and CRDS social charges under the terms provided for by law.

11. Amendments to this French Sub-Plan and individual terms and conditions

This French Sub-Plan may be modified by the Board, and the new provisions will benefit the Beneficiary of the Free Shares, subject to compliance with the statutory and regulatory provisions applicable to free share grants in France.

However, no modification may be made to the French Sub-Plan without the express consent of the Beneficiary, unless such modification results from a newly enacted statutory or regulatory provision or any other compulsory provision binding on the Company, or if such modification is entirely favourable to the Beneficiary.

12.Miscellaneous

This French Sub-Plan shall be governed by and construed in accordance with French law.

It shall be transmitted to each Beneficiary 1 and/or 2 by any means allowing their agreement to the terms and conditions of this Sub-Plan to be obtained.

AI Terminal

Admiral Group PLC

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