Games Workshop Group PLC

Remuneration Information • Jul 29, 2025

Rules of the Games Workshop 2025 Sharesave Plan (formerly known as the Games Workshop 2015 Sharesave Plan)

Approved by the shareholders of Games Workshop Group PLC on 16 September 2015

Adopted by the board of directors of Games Workshop Group PLC on 16 September 2015

Amended by the board of directors of Games Workshop Group PLC on [24 July] 2025, conditional, where relevant, upon the approval of shareholders which was obtained on [ ] [September] 2025

Contents

1	DEFINITIONS AND INTERPRETATION	1
2	APPLICATION FOR OPTIONS	4444445
3	SCALING DOWN	6
4	GRANT OF OPTIONS	6666667
5	PLAN LIMIT	7
6	RIGHTS TO EXERCISE OPTIONS	8
7	RESTRICTIONS ON TRANSFER AND BANKRUPTCY	9
8	TAKEOVER, RECONSTRUCTION AND LIQUIDATION	9
9	MANNER OF EXERCISE	12
10	ISSUE OR TRANSFER OF SHARES	12
11	ADJUSTMENTS	12
12	AMENDMENTS	12
13	LEGAL ENTITLEMENT	13
14	GENERAL	13
	APPENDIX – INTERNATIONAL OPTIONS

THE GAMES WORKSHOP 2025 SHARESAVE PLAN

1 DEFINITIONS AND INTERPRETATION

1.1 In this Plan, unless otherwise stated, the words and expressions below have the following meanings:

"Appropriate Period"	the relevant period referred to in paragraph 38(3) of Schedule 3;
"Associated Company"	the meaning given by paragraph 47 of Schedule 3 except for the purpose of rules 6.6.5 and 6.9 when that expression will have the meaning given by paragraph 35(4) of Schedule 3;
"Board"	subject to rule 8.11, the board of the Company or a duly authorised committee of the board, or any duly appointed successor body;
"Bonus"	any sum payable to a Participant by way of a terminal bonus on completion of a Sharesave Contract;
"Bonus Date"	in respect of any Option, the earliest date on which any Bonus becomes payable under the related Sharesave Contract;
"Company"	Games Workshop Group PLC registered in England and Wales under number 02670969;
"Constituent Company"	a) the Company; and
	b) any other company which:
	i) is a Subsidiary of the Company;
	ii) is under the Control of the Company; and
	iii) the Board has determined will be a Constituent Company;
"Control"	the meaning given by section 995 of the Income Tax Act 2007 except for the purposes of rule 6.6.5 where that expression will have the meaning given by sections 450 and 451 of the Corporation Tax Act 2010;
"Dealing Day"	any day on which the London Stock Exchange is open for business;
"Dealing Restrictions"	restrictions imposed by the MAR, the Company's share dealing code, the Listing Rules or any applicable laws or regulations which impose restrictions on share dealing;
"Eligible Employee"	a) any person who is an employee (but not a director) or a Full Time Director of a Constituent Company and:
	i) who has such qualifying period (if any) of continuous service (being a period not exceeding five years prior to the Grant Date) as the Board may in its absolute discretion determine from time to time; and
	ii) whose earnings from the office or employment by reason

of which they satisfy the requirement in paragraph (a) are

(or would be if there were any) general earnings to which section 15 of ITEPA applies; and

• b) any other director or employee of any Constituent Company whom the Board may in its absolute discretion select from time to time;
• "Exercise Price" subject to any adjustment pursuant to rule 11, the price per Share, as determined by the Board, at which an Eligible Employee may acquire Shares upon the exercise of an Option being not manifestly less than 80 per cent (or such other percentage as may be permitted by paragraph 28(1) of Schedule 3 from time to time) of the Market Value of a Share on the Invitation Date or a date specified in the invitation to apply for an Option (such date being no earlier than the date preceding the Invitation Date and no later than the Grant Date) provided that, if the Shares may only be subscribed for, such price will not be less than the nominal value of a Share;
• "FCA" the United Kingdom Financial; Conduct Authority, or any successor body;
• "Full Time Director" an employee who is a director of any Constituent Company and is required under their contract of employment to work for more than 25 hours per week (excluding meal breaks);
• "Grant Date" the date on which an Option is granted;
• "HMRC" HM Revenue & Customs;
• "Invitation Date" the date on which the Board invites applications for Options;
• "ITEPA" the Income Tax (Earnings and Pensions) Act 2003;
• "ITTOIA" the Income Tax (Trading and Other Income) Act 2005;
• "Listing Rules" the FCA's listing rules, as amended from time to time;
• "Market Value" on any day:
  • (a) if the Shares are quoted on the Daily Official List of the London Stock Exchange, the middle market quotation (as derived from that List) of a Share on the immediately preceding Dealing Day, or if the Board determines, the average of the middle market quotations as so derived of a Share for the three immediately preceding Dealing Days or such other Dealing Days as may be permitted in accordance with Schedule 3 for the purposes of the Plan; and
  • (b) if the Shares are not quoted on the Daily Official List of the London Stock Exchange, the market value of a Share as determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed with HMRC on or before that day for the purposes of the Plan,

	provided that, where the Shares are subject to a Restriction, their Market Value will be determined as if they were not subject to such Restriction;
"MAR"	the EU Market Abuse Regulation 596/2014 and any associated EU Regulation to the extent each is incorporated into the law of the United Kingdom and as amended by any instrument related to their incorporation into the law of the United Kingdom;
"Maximum Contribution"	the maximum aggregate Monthly Contribution which a Participant may make under all Sharesave Contracts linked to options granted to them under the Plan or any other savings-related share option plan that meets the requirements of Schedule 3, being the lesser of:
	(a) £500 per month or such other maximum amount as may be permitted by paragraph 25(3)(a) of Schedule 3 from time to time; and
	(b) such other maximum Monthly Contribution as may be determined from time to time by the Board;
"Minimum Contribution"	£5 or such other greater amount as the Board may determine from time to time but not exceeding the minimum monthly contribution permitted by paragraph 25(3)(b) of Schedule 3;
"Monthly Contributions"	monthly contributions agreed to be paid by a Participant under the Sharesave Contract;
"Non-UK Company Reorganisation	the meaning given by paragraph 47A of Schedule 3;
Arrangement"
"Option"	a right to acquire Shares in accordance with the terms of the Plan;
"Participant"	any person who holds an Option, or following their death, their personal representatives;
"Plan"	the Games Workshop 2025 Sharesave Plan in its present form or as from time to time amended;
"Pricing Period"	the period of 42 days commencing on:
	(a) the day on which the Plan is approved by shareholders of the Company in general meeting;
	(b) the Dealing Day immediately following the day on which the Company makes an announcement of its results for any period;
	(c) the day on which changes are announced, effected or made to the legislation or regulations affecting share option plans which are subject to the provisions of Schedule 3;

(e) any day on which the Board resolves that exceptional circumstances exist which justify the issue of invitations,

unless the Company is restricted from issuing invitations under the Plan during the periods specified above as a result of any Dealing Restrictions, in which case the relevant period will be 42 days commencing on the Dealing Day after such Dealing Restrictions are lifted;

• "Repayment" in relation to a Sharesave Contract, the aggregate of the Monthly Contributions which the Participant has made and, subject to rule 2.3.5, any Bonus due at the Bonus Date;
• "Restriction" the meaning given by paragraph 48(3) of Schedule 3;
• "Schedule 3" Schedule 3 to ITEPA;
• "Scheme-Related Employment" the office or employment by reference to which a Participant is eligible to participate in the Plan within the meaning of paragraph 10 of Schedule 3;
• "Share" a fully paid up non-redeemable share in the ordinary share capital of the Company which, subject to rule 8.12, satisfies the conditions set out in paragraph 17 of Schedule 3;
• "Sharesave Contract" a contract under a certified SAYE savings arrangement within the meaning of section 703(1) of ITTOIA;
• "Subsidiary" the meaning given by section 1159 of the Companies Act 2006; and

"Variation" any capitalisation issue or offer or invitation made by way of rights relating to, or any subdivision, consolidation, reduction or any other variation of, the share capital of the Company in respect of which Options may be adjusted in accordance with rule 11 and the requirements of Schedule 3.

1.2 References in the Plan to:

• 1.2.1 any statutory provisions are to those provisions as amended or re-enacted from time to time;
• 1.2.2 the singular include the plural and vice versa; and
• 1.2.3 the masculine include the feminine and vice versa.
• 1.3 Headings do not form part of the Plan.
• 1.4 Terms not otherwise defined in the Plan will have the same meanings as are set out for them in Schedule 3.

2 APPLICATION FOR OPTIONS

2.1 Subject to rule 2.2, the Board may at any time invite Eligible Employees to apply for Options on similar terms (within the meaning given by paragraph 7 of Schedule 3).

• 2.2 If, at the time that an invitation to apply for Options is issued, the Shares are quoted on the Daily Official List of the London Stock Exchange, the Board will calculate the Exercise Price only by reference to Dealing Days in a Pricing Period.
• 2.32.2The issue of invitations to apply for an Option will be subject to obtaining any approval or consent required by the FCA (or other relevant authority), any Dealing Restrictions and any other applicable laws or regulations (whether in the UK or overseas).
• 2.42.3Any invitation to apply for Options will be sent in writing or in electronic format to all Eligible Employees and will include details of:
  • 2.4.12.3.1 the Exercise Price or the mechanism by which the Exercise Price will be determined (which may be different in respect of three and five year Sharesave Contracts);
  • 2.4.22.3.2 the Maximum Contribution payable and the maximum Monthly Contribution payable in respect of that invitation;
  • 2.4.32.3.3 the Minimum Contribution payable;
  • 2.4.42.3.4 whether the Eligible Employees may elect for a three or five year Sharesave Contract;
  • 2.4.52.3.5 whether, for the purpose of determining the number of Shares over which an Option is to be granted, the Repayment under the Sharesave Contract is to be taken as including the Bonus or not; and
  • 2.4.62.3.6 the date by which applications must be received (being not earlier than 14 days after the Invitation Date)

and the Board may determine and include in the invitations details of the maximum number of Shares over which applications for Options are to be invited.

• 2.52.4The Board may exclude from an invitation any person who is under notice of dismissal or who will have ceased to hold Scheme-Related Employment at the anticipated Grant Date, provided that any such exclusion is in line with HMRC guidance.
• 2.62.5Applications for Options must incorporate or be accompanied by an application for a Sharesave Contract.
• 2.72.6An application for an Option will be in writing or in electronic format and in such form as the Board may determine from time to time, provided that the applicant will be required to state:
  • 2.7.12.6.1 the Monthly Contribution (being a multiple of £1 and not less than the Minimum Contribution) which they wish to make under the Sharesave Contract to be made in connection with the Option for which an application is made;
  • 2.7.22.6.2 that their proposed Monthly Contribution in respect of that invitation:
    • 2.7.2.12.6.2.1 when taken together with any monthly contribution they make under any other Sharesave Contract whether entered into in connection with the grant of an Option under the Plan or in connection with the grant of an option under any other plan that meets the requirements of Schedule 3 will not exceed the Maximum Contribution; and
    • 2.7.2.22.6.2.2 will not exceed the maximum Monthly Contribution for that invitation; and
• 2.7.32.6.3 if the Eligible Employee may elect for a three or five year Sharesave Contract, their election in that respect.
• 2.82.7In the event of excess applications, each application will be deemed to have been modified or withdrawn in accordance with the steps taken by the Board to scale down applications pursuant to rule 3.
• 2.92.8If an Eligible Employee's application for an Option specifies a proposed Monthly Contribution which:
  • 2.9.12.8.1 when taken together with any monthly contribution they make under any other Sharesave Contract whether entered into in connection with the grant of an Option under the Plan or in connection with the grant of an option under any other plan that meets the requirements of Schedule 3, exceeds the Maximum Contribution, or
  • 2.9.22.8.2 exceeds the maximum Monthly Contribution for that invitation

the Board will be authorised to reduce their Monthly Contribution for that invitation so as to comply with the Maximum Contribution and/or the maximum Monthly Contribution payable in respect of that invitation.

2.102.9 Each application will be deemed to be for an Option over the largest whole number of Shares which can be acquired at the Exercise Price with the expected Repayment at the Bonus Date under the Sharesave Contract entered into in connection with the Option.

3 SCALING DOWN

• 3.1 If valid applications are received for a total number of Shares in excess of any maximum number of Shares determined by the Board pursuant to rule 2.3 or any limitation under rule 5, the Board will scale down applications by taking the following steps until the number of Shares available equals or exceeds such total number of Shares applied for provided always that, in reducing the number of Shares applied for, any adjustments will ensure that an Eligible Employee's Monthly Contribution remains a multiple of £1:
  • 3.1.1 by reducing the proposed Monthly Contributions pro rata to the excess over such amount as the Board determines for this purpose being not less than £5, and/or
  • 3.1.2 by excluding the Bonus (if any) from the amount of each Repayment; and/or
  • 3.1.3 by treating any elections for a five year Sharesave Contract as elections for a three year Sharesave Contract; and
  • 3.1.4 so far as necessary, selecting by lot.
• 3.2 If the number of Shares available is insufficient to enable an Option based on Monthly Contributions of £5 to be granted to each Eligible Employee making a valid application, the Board may, as an alternative to selecting by lot, determine in its absolute discretion that no Options will be granted in respect of that invitation.
• 3.3 If the Board so determines, the provisions in rule 3.1 may be modified or applied in any manner as may be permitted in accordance with Schedule 3 and HMRC guidance.

4 GRANT OF OPTIONS

4.1 Subject to the other provisions of this rule 4, within 30 days, or if rule 3 applies, 42 days, of the earliest date by reference to which the Exercise Price is determined, the Board will grant to each Eligible Employee who has submitted a valid application (within any applicable time limit) an Option over the largest whole number of Shares which can be acquired at the Exercise Price with the expected Repayment under that Eligible Employee's Sharesave Contract at the applicable Bonus Date.

• 4.2 No Option will be granted to any person if at the Grant Date that person has ceased to be an Eligible Employee.
• 4.3 No Eligible Employee will be granted an Option to the extent it would at the proposed Grant Date cause the aggregate amount of their contributions under all Sharesave Contracts to exceed the Maximum Contribution.
• 4.4 No amount will be paid in respect of the grant of an Option.
• 4.5 The grant of an Option will be subject to obtaining any approval or consent required by the FCA (or other relevant authority), any Dealing Restrictions and any other applicable laws or regulations (whether in the UK or overseas).
• 4.6 A Participant will be notified, in the manner specified by the Board, of the grant of an Option and the following terms of the Option:
  • 4.6.1 the number of Shares subject to the Option;
  • 4.6.2 the Exercise Price and the Grant Date of the Option;
  • 4.6.3 the Bonus and Bonus Date applicable to the Option; and
  • 4.6.4 whether or not the Shares subject to the Option are subject to Restrictions and if so, the details of those Restrictions.
• 4.7 No Options can be granted unless and until the Plan meets the requirements of Schedule 3.
• 4.8 No Options will be granted after the tenth anniversary of the date on which the Plan was approved by the shareholders of the Company.
• 4.94.8At the time an Option is granted, it will be stated whether or not the Shares which may be acquired on the exercise of the Option may be subject to any Restriction, and if so, the details of such Restriction.

5 PLAN LIMIT

• 5.1 The Board must not grant an Option which would, on the day before the Grant Date, cause the number of Shares allocated under the Plan and under any other employee share plan adopted by the Company to exceed such number as represents ten per cent of the ordinary share capital of the Company in issue at that time.
• 5.2 Subject to rules 5.3 and 5.4, in determining the limit set out in rule 5.1, Shares are treated as allocated if they have been newly issued by the Company or transferred from treasury to satisfy an option, award or other right granted during the previous ten years (an "award"), or in the case of such an award in respect of which Shares are yet to be delivered, if the Board intends that new Shares will be issued or that Shares from treasury will be transferred and for these purposes the number of Shares allocated includes:
  • 5.2.1 Shares which have been issued or may be issued to any trustee; and
  • 5.2.2 Shares which have been or may be transferred from treasury to any trustee

in either case for the trustee to then transfer to satisfy an award (unless these Shares have already been counted under this rule).

• 5.3 The Board may determine that Shares transferred from treasury will cease to count as allocated for the purposes of rule 5.2 if guidelines published by institutional investor representative bodies no longer require such Shares to be counted.
• 5.4 The number of Shares allocated does not include:
  • 5.4.1 Shares in respect of which the right to acquire such Shares lapses or is released;
  • 5.4.2 existing Shares other than treasury Shares which are transferred or to which an award relates; and
  • 5.4.3 Shares allocated in respect of awards which are then satisfied in cash.
• 5.5 The Board may make such adjustments to the method of assessing the limit set out in rule 5.1 as it considers appropriate in the event of any variation of the Company's share capital.

6 RIGHTS TO EXERCISE OPTIONS

• 6.1 Subject to rules 6.5 to 6.6 and 8, an Option may not be exercised earlier than the Bonus Date under the relevant Sharesave Contract.
• 6.2 Subject to rule 6.5, an Option may not be exercised later than six months after the relevant Bonus Date, at which time it will lapse.
• 6.3 An Option may be exercised in whole or in part. However, if partial exercise occurs, the unexercised part of the Option will lapse at the date of exercise.
• 6.4 Subject to rules 6.5, 6.6 and 6.8, a Participant may exercise an Option only while they continue to hold Scheme-Related Employment.
• 6.5 The personal representatives of a deceased Participant may exercise their Option within:
  • 6.5.1 one year following the date of their death, if such death occurs before the Bonus Date; or
  • 6.5.2 one year following the Bonus Date, if such death occurs on or within six months of the Bonus Date,

after which time it will lapse.

• 6.6 If a Participant ceases to hold Scheme-Related Employment because of:
  • 6.6.1 injury or disability;
  • 6.6.2 redundancy within the meaning of the Employment Rights Act 1996;
  • 6.6.3 retirement;
  • 6.6.4 a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006;
  • 6.6.5 the company in which the Participant holds office or by which they are employed ceasing to be an Associated Company of the Company by reason of a change of Control; or

6.6.6 the transfer or sale of the undertaking or part-undertaking in which they hold a Scheme-Related Employment to a person who is not an Associated Company of the Company where the transfer is not a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006,

they may, subject to rule 6.2, exercise their Option within six months of the date of such cessation after which time, subject to rule 6.5, it will lapse.

• 6.7 If the Participant ceases to hold office or employment with a Constituent Company or an Associated Company of the Company in any circumstances where none of rules 6.5 or 6.6 apply, their Option will lapse at that time (regardless of whether such cessation is lawful or unlawful).
• 6.8 If a Participant ceases to be a director or employee of a Constituent Company but on the Bonus Date is an employee or director of an Associated Company of the Company, they may exercise their Option within six months of that date, after which time, subject to rule 6.5, it will lapse.
• 6.9 No person will be treated for the purposes of this rule 6 as ceasing to hold the office or employment by virtue of which that person is eligible to participate in the Plan until that person ceases to hold any office or employment with the Company or any company which is an Associated Company of the Company.
• 6.10 Notwithstanding any other rule of the Plan, the Option will lapse on the date on which the Participant gives notice or is deemed to give notice under the Sharesave Contract that they intend to stop paying contributions under the Sharesave Contract or applies for their savings to be repaid.
• 6.11 Notwithstanding any other rule of the Plan, no Option held by a US Taxpayer may be exercised later than 2.5 calendar months after the end of the US Tax Year in which the Option first becomes exercisable, and to the extent it has not already lapsed in accordance with any other rules of the Plan that Option will lapse on that date. For these purposes, a "US Taxpayer" means any Participant who is subject to tax in the United States of America in respect of an Option and a "US Tax Year" means a calendar year or, if it would result in a longer period for the exercise of the Option, the 12-month period in respect of which the Participant's employing company is obliged to pay tax in the United States of America.

7 RESTRICTIONS ON TRANSFER AND BANKRUPTCY

• 7.1 An Option must not be transferred, assigned, charged or otherwise disposed of in any way (except in the event of the Participant's death, to their personal representatives) and will lapse immediately on any attempt to do so.
• 7.2 An Option will lapse immediately if the Participant is declared bankrupt.

8 TAKEOVER, RECONSTRUCTION AND LIQUIDATION

• 8.1 Where any of the events described in rule 8.2 occur, then subject to rules 8.3, 8.5 and 8.8, any Option may be exercised, subject to it lapsing under rule 6, within a period of one month (or such longer period as the Board may determine not exceeding six months) of such event, after which time it will lapse.
• 8.2 The events referred to in rule 8.1 are:

General offer

If any person (either alone or together with any person acting in concert with that person):

8.2.1 obtains Control of the Company as a result of making:

• 8.2.1.1 a general offer to acquire the whole of the issued ordinary share capital of the Company other than that which is already owned by that person and persons connected with that person (which is either unconditional or is made on a condition such that if it is satisfied the person making the offer will have Control of the Company); or
• 8.2.1.2 a general offer to acquire all the shares in the Company which are of the same class as the Shares other than those which are already owned by that person and persons connected with that person,

(notwithstanding that such offer may be made to different shareholders by different means) and such offer becomes wholly unconditional.

Scheme of arrangement

A compromise or arrangement in accordance with section 899 or section 901F of the Companies Act 2006 applicable to or affecting:

• i) all the ordinary share capital of the Company or all of the shares as are of the same class as the Shares to which the Options relate; or
• ii) all the shares, or all of the shares of that same class, which are held by a class of shareholders identified otherwise than by reference to their employment or directorships or their participation in a plan that meets the requirements of Schedule 3,

being sanctioned by the Court.

Non-UK Company Reorganisation Arrangement

A Non-UK Company Reorganisation Arrangement applicable to or affecting:

• i) all the ordinary share capital of the Company or all of the shares as are of the same class as the Shares to which the Options relate; or
• ii) all the shares, or all of the shares of that same class, which are held by a class of shareholders identified otherwise than by reference to their employment or directorships or their participation in a plan that meets the requirements of Schedule 3,

becoming binding on the shareholders covered by it.

• 8.3 Subject to rules 8.5 and 8.8, if any person becomes bound or entitled to acquire Shares under sections 979 to 982 or 983 to 985 of the Companies Act 2006, an Option may be exercised, subject to it lapsing under rule 6, while that person remains so bound or entitled, after which time it will lapse.
• 8.4 Subject to rule 8.5, if the Company passes a resolution for voluntary winding-up, an Option may be exercised, subject to it lapsing under rule 6, within six months of the passing of the resolution, after which time it will lapse.
• 8.5 An Option will not become exercisable under rules 8.1 or 8.3 but may, with the agreement of the Participant, be exchanged on the terms set out in rule 8.6 to the extent that:
  • 8.5.1 the relevant event is part of an offer, scheme, compromise or arrangement whereby Control of the Company is to be obtained by another company (the "New Company");
• 8.5.2 immediately after the New Company obtains Control of the Company, all or substantially all of the issued share capital of the New Company will be owned directly or indirectly by the persons who were shareholders in the Company immediately before the change of Control; and
• 8.5.3 the New Company agrees to grant New Options in accordance with rule 8.6 in consideration for the release of any Options which have not lapsed.

Any Option which is not so exchanged will, subject to rule 6.5, lapse at the end of the Appropriate Period.

• 8.6 If any company (the "Acquiring Company"):
  • 8.6.1 obtains Control of the Company in accordance with rule 8.1; or
  • 8.6.2 becomes bound or entitled to acquire Shares in accordance with rule 8.3;

any Participant may, at any time within the Appropriate Period, by agreement with the Acquiring Company, release any Option which has not lapsed (the "Old Option") in consideration of the grant to them of an option (the "New Option") which is equivalent to the Old Option but relates to shares in a different company falling within paragraph 18(b) or (c) of Schedule 3 (whether the Acquiring Company or some other company).

• 8.7 The New Option will not be regarded for the purposes of rule 8.6 as equivalent to the Old Option unless the conditions set out in paragraph 39(4) of Schedule 3 are satisfied. For the purposes of the New Option, the provisions of the Plan will be construed as if:
  • 8.7.1 the New Option is an option granted at the same time as the Old Option;
  • 8.7.2 the Sharesave Contract applicable to the Old Option applies to the New Option; and
  • 8.7.3 except for the purposes of the definitions of "Constituent Company" and "Subsidiary" in rule 1.1, the reference to Games Workshop Group PLC in the definition of "the Company" in rule 1.1 were a reference to the different company mentioned in rule 8.6.
• 8.8 Following the grant of any New Option in accordance with rule 8.6, no other Options may be granted under the Plan apart from New Options.
• 8.9 The Board may in its discretion allow Options to be exercised during the period of 20 days ending on:
  • 8.9.1 where rule 8.2 applies, the date of the relevant event; and
  • 8.9.2 where rule 8.3 applies, the date on which the person becomes bound or entitled to acquire Shares under sections 979 to 982 or 983 to 985 of the Companies Act 2006.
• 8.10 Where Options are exercised pursuant to rule 8.8, if the event referred to in rule 8.2 or 8.3 does not occur, the exercise of those Options will be of no effect.
• 8.11 Any reference to the Board in this rule 8 means the members of the Board immediately prior to the relevant event.
• 8.12 If as a result of an event referred to in rules 8.2 or 8.3 pursuant to which a person obtains Control of the Company shares in the Company cease to satisfy the requirements of paragraph 18 to 22 of Schedule 3, an Option may be exercised under and in accordance with rule 8.2 or 8.3 no later than 20 days from the relevant event notwithstanding that the Shares no longer meet those requirements.

9 MANNER OF EXERCISE

• 9.1 An Option may only be exercised during the periods specified in rules 6 and 8 and only with monies not exceeding the amount of the Repayment under the Sharesave Contract as at the date of such exercise.
• 9.2 An Option may be exercised, in whole or in part, subject to rule 10.2, by the Participant giving notice in writing or in electronic format and in such form as the Board may from time to time prescribe, to the company secretary of the Company or their duly appointed agent. Any notice of exercise will only take effect on receipt along with the relevant Exercise Price or an instruction to withdraw and apply monies from the Sharesave Contract equal to the aggregate Exercise Price.

10 ISSUE OR TRANSFER OF SHARES

• 10.1 Subject to rule 10.2, the number of Shares in respect of which the Option has been exercised will be issued or transferred as applicable to the Participant within 30 days.
• 10.2 The exercise of the Option and the issue or transfer of Shares under the Plan will be subject to obtaining any approval or consent required by the FCA (or other relevant authority), any Dealing Restrictions or any other applicable laws or regulations (whether in the UK or overseas).

11 ADJUSTMENTS

11.1 The number of Shares subject to an Option and/or the Exercise Price thereof may be adjusted in such manner as the Board determines in the event of any Variation provided that no such adjustment will be made that does not meet the requirements of Schedule 3.

12 AMENDMENTS

• 12.1 Except as described in this rule 12, the Board may at any time amend the rules of the Plan or the terms of any Option granted under it. If any such amendment would result in the Plan ceasing to meet the requirements of Schedule 3, the amendment will not have effect unless and until the Board has determined that the amendment will take effect even if this causes the Plan to cease to meet the requirements of Schedule 3.
• 12.2 Subject to rule 12.3, no amendment to the advantage of Eligible Employees and/or Participants will be made under this rule 12 to the provisions relating to:
  • 12.2.1 the persons to whom, or for whom, Shares are provided under the Plan;
  • 12.2.2 limitations on the number or amount of Shares subject to the Plan;
  • 12.2.3 the maximum entitlement for any one Participant;
  • 12.2.4 the basis for determining a Participant's entitlement to, and the terms of, Shares to be provided under the Plan;
  • 12.2.5 the adjustments that may be made in the event of a variation of capital; and
  • 12.2.6 the terms of this rule 12.2,

without prior approval of the members of the Company in general meeting.

12.3 Rule 12.2 will not apply to any minor amendment which is to benefit the administration of the Plan or is necessary or desirable to take account of any change in legislation or to obtain or maintain favourable taxation, exchange control or regulatory treatment for the Company or any Associated Company of the Company or Participant.

• 12.4 No amendment to the material disadvantage of the existing rights of Participants will be made under rule 12.1 unless:
  • 12.4.1 every Participant who may be affected by such amendment has been invited to indicate whether or not they approve the amendment; and
  • 12.4.2 the amendment is approved by a majority of those Participants who have so indicated by reference to the number of Shares under Option.
• 12.5 No amendment will be made under this rule 12 if it would prevent the Plan from being an employees' share scheme in accordance with section 1166 of the Companies Act 2006.

13 LEGAL ENTITLEMENT

• 13.1 This rule 13 applies during a Participant's employment with the Company or any Associated Company of the Company and after the termination of such employment, whether or not the termination is lawful.
• 13.2 Nothing in the Plan or its operation forms part of the terms of employment of a Participant and the rights and obligations arising from a Participant's employment with the Company or any Associated Company of the Company are separate from, and are not affected by, their participation in the Plan. Participation in the Plan does not create any right to continued employment for any Participant.
• 13.3 The grant of any Option to a Participant does not create any right for that Participant to be granted any further Options or to be granted Options on any particular terms, including the number of Shares to which Options relate.
• 13.4 By participating in the Plan, a Participant waives all rights to compensation for any loss in relation to the Plan, including:
  • 13.4.1 any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of the Participant's employment); or
  • 13.4.2 the operation, suspension, termination or amendment of the Plan.

14 GENERAL

• 14.1 The Plan will terminate upon the date stated in rule 4.8 or at any earlier time by the passing of a resolution by the Board or an ordinary resolution of the Company in general meeting. Termination of the Plan will be without prejudice to the existing rights of Participants.
• 14.2 Shares issued or transferred from treasury under the Plan will rank equally in all respects with the Shares then in issue, except that they will not rank for any voting, dividend or other rights attaching to Shares by reference to a record date preceding the date of issue or transfer from treasury.
• 14.3 If it is found following a Grant Date that as a result of an error or omission:
  • 14.3.1 an Eligible Employee has not been given the opportunity to participate in the Plan in respect of any invitation to apply for an Option; or
  • 14.3.2 the number of Shares over which an Option was expressed to be granted to any Eligible Employee is incorrect,

any Option expressed to have been granted in respect of more than the correct number of Shares will be void as to the excess, any Option expressed to have been granted in respect of fewer than the correct number of Shares will relate to the correct number of Shares, and the Company and any relevant Associated Company may do all acts and things as may be agreed with HMRC to rectify such error or omission notwithstanding that such actions may not otherwise be in accordance with the terms of the Plan.

• 14.4 The personal data of any Eligible Employee, Participant or former Participant may be processed in connection with the operation of the Plan in accordance with the group's prevailing data protection policy and as notified to Eligible Employees pursuant to a privacy notice or otherwise. If an Eligible Employee, Participant, or former Participant is employed outside the European Economic Area and outside the United Kingdom and consent is needed for the processing of their personal data in connection with the operation of the Plan, by participating in the Plan, they consent to such processing of their personal data.
• 14.5 The Plan will be administered by the Board. The Board will have full authority, consistent with the Plan, to administer the Plan, including authority to interpret and construe any provision of the Plan and to adopt regulations for administering the Plan. Decisions of the Board will be final and binding on all parties.
• 14.6 Any notice or other communication in connection with the Plan may be delivered personally or sent by electronic means or post, in the case of a company to its registered office (for the attention of the company secretary), and in the case of an individual to their last known address, or, where they are a director or employee of an Associated Company of the Company, either to their last known address or to the address of the place of business at which they perform the whole or substantially the whole of the duties of their office or employment. Unless otherwise stated in the Plan, where a notice or other communication is given by post, it will be deemed to have been received 72 hours after it was put into the post properly addressed and stamped, and if by electronic means, when the sender receives electronic confirmation of delivery or, if not available, 24 hours after sending the notice.
• 14.7 No third party will have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Plan (without prejudice to any right of a third party which exists other than under that Act).
• 14.8 The rules of the Plan will be governed by and construed in accordance with the laws of England and Wales. Any person referred to in the Plan submits to the exclusive jurisdiction of the Courts of England and Wales.

APPENDIX – INTERNATIONAL OPTIONS

This Appendix to the Games Workshop 2025 Sharesave Plan (the "Plan") sets out the rules of the Games Workshop 2025 International Sharesave Plan (the "International Plan"). This also includes the rules to the Games Workshop Retail Inc Employee Stock Purchase Plan for US employees which are set out in the attached addendum.

1. DEFINITIONS AND INTERPRETATION

1.1 For the purposes of the International Plan, the following definitions will be added to or substitute meanings already given in the Plan:

"Bonus Date"	in respect of any International Option, the date on which the Participant's final Monthly Contribution is made to their Sharesave Contract, or such later date as the Board may determine;
"International Option"	a right to acquire Shares in accordance with the terms of the International Plan;
"International Plan"	the Games Workshop 2025 International Sharesave Plan in its present form or as from time to time amended;
"Maximum Contribution"	the maximum aggregate Monthly Contribution which a Participant may make under all Sharesave Contracts linked to Options granted to them under the Plan or International Options granted to them under the International Plan being the lesser of:
	(a) £500 per month or such other maximum amount as may be permitted by paragraph 25(3)(a) of Schedule 3 from time to time; and
	(b) such other maximum Monthly Contribution as may be determined from time to time by the Board,
	and which may be different in respect of Eligible Employees in different countries;
"Monthly Contributions"	monthly contributions agreed to be paid by a Participant under the Sharesave Contract or, in the case of a Participant who is paid other than monthly, contributions to be paid by the Participant on such other basis as the Board determines;
"Plan"	the Games Workshop 2025 Sharesave Plan in its present form or as from time to time amended;
"Sharesave Contract"	any savings plan or arrangement that has been approved by the Board in its absolute discretion for the purposes of the International Plan;

1.2 In the International Plan, references to rules are to the rules of the Plan and references to sections are to sections of the International Plan.

2. RULES OF THE INTERNATIONAL PLAN

2.1 The provisions of the Plan, as amended from time to time, shall, with the modifications set out in this Appendix, form the International Plan.

3. PURPOSE OF THE INTERNATIONAL PLAN AND REFERENCES IN THE PLAN TO STERLING

• 3.1 The purpose of the International Plan is to enable the grant of International Options. In their application to the International Plan, references in the rules of the Plan to Options shall be read as references to International Options.
• 3.2 No Eligible Employee may apply for an International Option under the International Plan and an Option under the Plan in respect of invitations issued by the Board pursuant to the Plan and International Plan at or around the same time.
• 3.3 The International Plan is not a "Schedule 3 SAYE option scheme" for the purposes of Schedule 3.
• 3.4 In their application to the International Plan, references in the rules of the Plan or the International Plan to values stated in UK pounds sterling shall mean the equivalent value in the currency of the Eligible Employee's country of employment converted at such exchange rate as the Board determines in its absolute discretion and rounded on such basis as the Board so determines.

4. ELIGIBILITY TO PARTICIPATE IN THE INTERNATIONAL PLAN

4.1 On any occasion on which applications to apply for International Options under the International Plan are issued, the Board shall determine, at its discretion but subject to section 3.2, which Eligible Employees are invited to apply for International Options.

4. MONTHLY CONTRIBUTIONS

• 4.1 Rule 2.6.2 shall be substituted for the purposes of the International Plan by the following rule 2.6.2:
  • "2.6.2 that their proposed Monthly Contribution in respect of that invitation:
    • 2.6.2.1 when taken together with any monthly contributions they make under any other Sharesave Contract whether entered into in connection with the grant of an Option under the Plan or an International Option under the International Plan will not exceed the Maximum Contribution; and
    • 2.6.2.2 will not exceed the maximum Monthly Contribution for that invitation; and",
• 4.2 Rule 2.8.1 shall be substituted for the purposes of the International Plan by the following rule 2.8.1:
  • "2.8.1 when taken together with any monthly contribution they make under any other Sharesave Contract whether entered into in connection with the grant of an Option under the Plan or an International Option under the International Plan exceeds the Maximum Contribution, or":

5. SCALING DOWN

• 5.1 Rule 3 shall not apply for the purposes of the International Plan.
• 5.2 If valid applications are received for a total number of Shares in excess of any maximum number of Shares determined by the Board pursuant to rule 2.42.3 or any limitation under rule 5, the Board will scale down applications for International Options in its absolute discretion.

6. NUMBER OF SHARES OVER WHICH AN APPLICATION FOR AN INTERNATIONAL OPTION WILL BE DEEMED TO HAVE BEEN MADE

• 6.1 Rule 2.9 shall be substituted for the purposes of the International Plan by the following rule 2.9:
  • "2.9 Each application will be deemed to be for an International Option over the largest whole number of

Shares which could be acquired at the Exercise Price with a value equal to the Repayment at the Bonus Date that would be due if:

• (a) the Sharesave Contract entered into in connection with the International Option had been a contract under a certified SAYE savings arrangement within the meaning of section 703(1) of ITTOIA; and
• (b) the Monthly Contributions were to be made in UK pounds sterling and the actual Monthly Contributions will be converted into UK pounds sterling for the purposes of this rule 2.9 at an exchange rate determined by the Board in its absolute discretion."

7. GRANT OF OPTIONS AND LAPSE ON DEEMED NOTICE TO STOP SAVING

• 7.1 Rule 4.1 shall be substituted for the purposes of the International Plan by the following rule 4.1:
  • "4.1 Subject to the other provisions of this rule 4 and, if it applies, rule 3, within 30 days, or if section 5 applies, 42 days, of the earliest date by reference to which the Exercise Price is determined, the Board will grant to each Eligible Employee who has submitted a valid application (within any applicable time limit) an Option over the largest whole number of Shares which could be acquired at the Exercise Price with a value equal to the Repayment at the Bonus Date that would be due if:
    • (a) the Sharesave Contract entered into in connection with the International Option had been a contract under a certified SAYE savings arrangement within the meaning of section 703(1) of ITTOIA; and
    • (b) the Monthly Contributions were to be made in UK pounds sterling and the actual Monthly Contributions will be converted into UK pounds sterling for the purposes of this rule 4.1 at an exchange rate determined by the Board in its absolute discretion."
• 7.2 Rule 6.11 of the Plan forms part of the International Plan. Therefore, an International Option will lapse on the date on which the Participant gives notice or is deemed to give notice under the Sharesave Contract that they intend to stop paying contributions under the Sharesave Contract. A Participant will be deemed to have given such notice if they fail to pay a contribution on or before its due date on a thirteenth occasion.

8. MANNER OF EXERCISE

• 8.1 Rule 9 shall be substituted for the purposes of the International Plan by the following rule 9.
  • "9.1 An International Option may only be exercised during the periods specified in rules 6 and 8 and, subject to rule 9.4, only with monies not exceeding the amount of the Repayment under the Sharesave Contract at the date of such exercise.
  • 9.2 An International Option may be exercised, in whole or in part, subject to rule 10.2, by the Participant giving notice in writing or in electronic format and in such form as the Board may from time to time prescribe, to the company secretary of the Company or their duly appointed agent. Any notice of exercise will only take effect on receipt along with the relevant Exercise Price or, subject to rule 9.4, an instruction to withdraw and apply monies from the Sharesave Contract equal to the aggregate Exercise Price.
  • 9.3 Rule 9.4 shall apply if on the exercise of an International Option there is a difference between:
    • (a) the amount of the Repayment due to the Participant, converted into UK pounds sterling at an exchange rate determined by the Board in its absolute discretion (the "Actual Repayment"); and
• (b) the Repayment that would have been due to the Participant if their International Option had been an Option granted under the Plan and their Monthly Contributions had been made in UK pounds sterling and the actual Monthly Contributions will be converted into UK pounds sterling for the purposes of this rule 9.3(b) at the exchange determined for the purposes of rule 4.1 (the "Notional Repayment").
• 9.4 If this rule 9.4 applies:
  • 9.3.1 if the Actual Repayment exceeds the Notional Repayment, the excess shall be paid to the Participant; and
  • 9.3.2 if the Actual Repayment is less than the Notional Repayment, the Participant may add to the amount of the Repayment such amount as is required to permit them to exercise their International Option to that extent.

9. DISAPPLICATION OF CERTAIN PROVISIONS RELATING TO HMRC AND SCHEDULE 3

• 9.1 Rule 4.7 shall not apply to the International Plan.
• 9.2 In its application to the International Plan, the following words shall be deleted from rule 11.1: "provided that no such adjustment will be made that does not meet the requirements of Schedule 3".
• 9.3 In its application to the International Plan, the following words shall be deleted from rule 14.3: "as may be agreed with HMRC".