Kainos Group PLC

Remuneration Information • Aug 14, 2025

For Approval

KAINOS GROUP PLC

KAINOS GROUP PERFORMANCE SHARE PLAN

Adopted on 6 July 2015

Amended by the board of directors on 28 September 2022 following shareholder approval on the same date Amended by the board of directors on 10 November 2022 Amended by the board of directors on [ ] [ ] 2025, conditional, where relevant, upon the approval of shareholders which was obtained on [23 September 2025].

RULES

1.	DEFINITIONS 3
2.	LIMITS OF PLAN 7
3.	GRANT OF AWARDS 8
4.	AWARD PRICE AND TAX 9
5.	NON-TRANSFERABILITY OF AWARDS 10
6.	PERFORMANCE AND OTHER CONDITIONS 10
7.	DIVIDEND EQUIVALENT 11
8.	VESTING OF AWARDS AND EXERCISE OF OPTIONS 11
9.	CASH EQUIVALENT 14
10.	CESSATION OF EMPLOYMENT 14
11.	CHANGE OF CONTROL, RECONSTRUCTION AND OTHER CORPORATE EVENTS 17
12.	PARTICIPANT RELOCATED ABROAD 21
13.	MALUS AND CLAWBACK 21
14.	VARIATION OF CAPITAL 21
15.	ALTERATIONS TO THE PLAN 21
16.	MISCELLANEOUS 22
17.	TERMINATION 23
18.	GOVERNING LAW 24
	SCHEDULE 1: CSOP OPTIONS 25
SCHEDULE 2 – CALIFORNIA PARTICIPANTS 35
	SCHEDULE 3 – US AWARDS – AWARDS WITHIN THE SHORT-TERM DEFERRAL EXEMPTION TO SECTION 409A 37
	SCHEDULE 4 – CASH AWARDS 41

KAINOS GROUP PLC

PERFORMANCE SHARE PLAN

1. DEFINITIONS

• 1.1 In this Plan the following words and expressions have the following meanings (unless the context requires otherwise):
  • 1.1.1 "All-Employee SIP Award" means an Award granted to such Eligible Employees as the Board determines, which the Board designates as an All-Employee SIP Award;
  • 1.1.2 "Any Other Plan" means any plan or share incentive arrangements (other than the Plan) adopted by the Company which provides for the acquisition of Shares by or on behalf of employees or directors of the Group;
  • 1.1.3 "Award" means an Option or a Conditional Share Award granted under the Plan;
  • 1.1.4 "Award Certificate" means a certificate in a form determined by the Committee and which evidences the grant of an Award;
  • 1.1.5 "Award Price" means the amount (if any) payable on the exercise of an Option or Vesting of a Conditional Share Award in each case determined by the Committee at the Date of Grant of the Award pursuant to Rule 4.1;
  • 1.1.6 "Board" means the board of directors for the time being of the Company or a duly authorised committee thereof, or any duly appointed successor body;
  • 1.1.7 "Cause" means the commission by the Participant of any act or omission that in entitles the Company (or other Member of the Group) to terminate the Participant's employment or appointment as a director without in each case notice or payment in lieu of notice;
  • 1.1.8 "Cessation Date" means the date on which the Participant ceases, or is deemed to cease, to be an employee or director of a Group Company, determined in accordance with Rule 10.3;
  • 1.1.9 "Committee" means the Remuneration Committee or any other committee formed under the authority of the Board. In any matters associated with a Director, the relevant committee will always be the Remuneration Committee;
  • 1.1.10 "Company" means Kainos Group plc;
  • 1.1.11 "Conditional Share Award" means a conditional right under the Plan to acquire Shares;
  • 1.1.12 "Control" has the meaning given to it by section 1124 Corporation Tax Act 2010 and "Controlled" shall be construed accordingly;
  • 1.1.13 "Date of Grant" means, in relation to any Award, the date on which such Award is granted in accordance with Rule 3;
  • 1.1.14 "Dealing Code" means the MAR, the Listing Rules and/or such other rules and regulations adopted by the Company, which govern dealing in Shares, interests in Shares, options or rights over Shares or interests in Shares;
• 1.1.15 "Director" means any individual who is or has been an executive director of the Company at any time;
• 1.1.16 "Eligible Employee" means any Director and any employee of a Member of the Group;
• 1.1.17 "Employing Company" means the Member of the Group by which the Eligible Employee to whom an Award has been or is to be granted, is or, where the context admits, was, employed;
• 1.1.18 "Financial Year" means a financial year of the Company;
• 1.1.19 "FCA" means the United Kingdom Financial Conduct Authority, or any successor body;
• 1.1.20 "Group" means the Company and its 51% subsidiaries and "Member of the Group" and "Group Company" shall be construed accordingly;
• 1.1.21 "HMRC" means HM Revenue and Customs;
• 1.1.22 "Internal Reorganisation" means any offer, compromise or arrangement which in the reasonable opinion of the Committee, having regard to the shareholdings in the Company and any acquiring company before and after the offer, compromise or arrangement and/or any other matter which it considers relevant, is in the nature of an internal reorganisation or reconstruction of the Company;
• 1.1.23 "ITEPA" means the Income Tax (Earnings and Pensions) Act 2003;
• 1.1.24 "Listing Rules" means the FCA's listing rules, as amended from time to time;
• 1.1.25 "Joint Election" means in relation to an Award, an irrevocable form of election, in such form as is determined by the Committee and is approved in advance by HM Revenue and Customs, for the whole or any part of the liability of the Employing Company to a Relevant Employer's Social Security Liability consisting of secondary National Insurance contributions to be transferred to the Participant who has been granted the Award to which the election relates;
• 1.1.26 "Malus and Clawback Policy" means the Kainos Malus and Clawback Policy as amended from time to time;
• 1.1.27 "MAR" means 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;
• 1.1.28 "Measurement Period" means in respect of any Award subject to a Performance Condition, the period selected by the Committee over which the performance is to be measured;
• 1.1.29 "Notice of Exercise" means in relation to an Option, a document in such form as the Committee may from time to time decide which must be completed and submitted to the Company Secretary or to such other person on their behalf to exercise an Option;
• 1.1.30 "Option" means a right to acquire Shares under the Plan;
• 1.1.31 "Option Period" means, in relation to an Option, the period commencing on the

date when the Option Vests in accordance with these Rules and ending at the end of the day immediately preceding:

• 1.1.31.1 the 10th anniversary of the Date of Grant in the case of a Participant who is not subject to taxation in the Republic of Ireland at the Date of Grant; and
• 1.1.31.2 the 7th anniversary of the Date of Grant in the case of a Participant who is subject to tax in the Republic of Ireland, at the Date of Grant,

or on such earlier date as the Committee shall specify in the Award Certificate at the Date of Grant;

• 1.1.32 "Participant" means any individual (or the personal representatives of a Participant who has died) to whom an Award has been granted which has not yet lapsed;
• 1.1.33 "Performance Condition" means any performance target imposed as a condition of the Vesting of an Award pursuant to Rule 6.1;
• 1.1.34 "Plan" means the plan constituted by these Rules;
• 1.1.35 "Policy" means the Company's director's remuneration policy that has most recently been approved by the Company's shareholders;
• 1.1.36 "Recruitment Award" means an Award granted in connection with the recruitment of an Eligible Employee and which is granted in respect of remuneration they forfeit in connection with joining a Group Member;
• 1.1.37 "Relevant Employee's Tax Liability" means the amount of (or any reasonable estimate thereof) income tax and/or employee's social security contributions liability (or any similar employment withholding tax or costs in a jurisdiction other than the United Kingdom) and/or other levy, charge or other payroll deductions required by law for which any Member of the Group or any other person has accounted or may be required to withhold and/or account for to HMRC (or other taxation or fiscal authority) as a consequence of:
  • 1.1.37.1 the grant of an Award;
  • 1.1.37.2 the Vesting of an Award or exercise of an Option; or
  • 1.1.37.3 the payment of a dividend equivalent pursuant to Rule 7.1,

or otherwise in relation to the acquisition of Shares pursuant to an Award;

• 1.1.38 "Relevant Employer's Social Security Liability" means the amount of any employer's social security contributions liability (or any similar employment withholding tax or costs in a jurisdiction other than the United Kingdom) for which any Member of the Group or any other person has accounted or may be required to account for to HMRC (or other fiscal authority) as a consequence of:
  • 1.1.38.1 the grant of an Award;
  • 1.1.38.2 the Vesting of an Award or exercise of an Option; or
  • 1.1.38.3 the payment of a dividend equivalent pursuant to Rule 7.1,

or otherwise in respect of the acquisition of Shares pursuant to an Award;

• 1.1.39 "Relevant Payer" means the Company, any Group Company or any other person who is liable to account for a Tax Liability;
• 1.1.40 "Rules" means these Rules as from time to time amended;
• 1.1.41 "Share" means an ordinary share in the capital of the Company;
• 1.1.42 "Shareholding Requirement" means any requirement, guideline or policy determined by the Board from time to time pursuant to which a person must hold Shares either during their office or employment with a Group Member or following their ceasing to hold office or employment with a Group Member;
• 1.1.43 "Tax Liability" means a Relevant Employee's Tax Liability and/or a Relevant Employer's Social Security Liability;
• 1.1.44 "Trust" means any trust established by the Company or any Member of the Group for the benefit of employees of the Group and which may from time to time hold cash, Shares or other securities for the purposes of the Plan;
• 1.1.45 "Trustee" means the trustee or trustees for the time being of the Trust; and
• 1.1.46 "Vest" means, in relation to an Option, that the Option becomes exercisable in whole or in part and in relation to a Conditional Share Award means the holder of the Award made becoming entitled to have Shares transferred to them; and "Vested" and "Vesting" shall be construed accordingly and "Vesting Date" shall mean the date on which an Award Vests in whole or in part.
• 1.2 In these Rules (unless the context requires otherwise):
  • 1.2.1 reference to the singular includes the plural (and vice versa), reference to any gender includes all genders, and reference to persons includes bodies corporate, unincorporated associations and partnerships (whether or not any of them have a separate legal personality); and
  • 1.2.2 reference to a statute or a statutory provision includes reference to:
    • 1.2.2.1 any order, regulation, statutory instrument or other subsidiary legislation at any time made under it for the time being in force (whenever made); and
    • 1.2.2.2 any modification, amendment, consolidation, re-enactment or replacement of it or provision of which it is a modification, amendment, consolidation, re-enactment or replacement.
• 1.3 The contents list and heading in these Rules are inserted for ease of reference only and do not affect the construction or interpretation of these Rules.
• 1.4 References in these Rules to "month" shall be deemed to be references to a calendar month.
• 1.5 The Company may engage a third party administrator for the purposes of the Plan and the Plan may be operated via a website or portal maintained by any such administrator or by a Member of the Group. In these Rules:
  • 1.5.1 references to:
    • 1.5.1.1 documents; and/or

1.5.1.2 the issue of documents,

include the making available of any document or relevant information on or via any such website or portal in such form as the Company shall approve for the purposes of the Plan; and

• 1.5.2 references to:
  • 1.5.2.1 the completion, signing, submission, return, or delivery of documents; and/or
  • 1.5.2.2 giving of notice; and/or
  • 1.5.2.3 writing or written,

include taking appropriate action via such a website or portal, in such form as the Company shall approve for the purposes of the Plan.

2. LIMITS OF PLAN

2.1 Overall plan limits

• 2.1.1 No Award may be granted on any date if, as a result, the aggregate of:
  • 2.1.1.1 the number of Shares committed to be issued in respect of such Award and any other Awards to be granted on the same day; and
  • 2.1.1.2 the number of Shares committed to be issued during the ten year period ending on that date under the Plan or Any Other Plan

would exceed 10 per cent of the Company's Shares in issue from time to time.

• 2.1.2 For the purposes of this Rule:
  • 2.1.2.1 Awards which have lapsed or have been released shall not be counted; and
  • 2.1.2.2 references to any issue or prospective issue of Shares by the Company shall include a transfer of treasury shares but only for so long as (and to the extent that) the guidelines issued by the Investment Association for share incentive schemes specify that treasury shares should be so included.

2.2 Individual limit

The maximum total market value of Shares in respect of which an Award (other than a Recruitment Award) may be granted under the Plan to an Eligible Employee in respect of any Financial Year shall be 200% of their annual base salary (excluding benefits in kind) for that Financial Year (or for the preceding Financial Year, if greater).

But the Committee may grant Awards in excess of this limit if circumstances arise which the Committee deems to be sufficiently exceptional to justify it, provided that in no circumstances shall the limit exceed 300% of base salary (excluding benefits in kind) for that Financial Year (or for the preceding Financial Year, if greater).

For the purposes of this Rule 2.2, the "market value" of a Share will be determined by the Committee and will normally be determined by reference to the value of a Share at the date the Award is granted¹ .

2.3 Effect of limits

Any Award shall be limited and take effect so that the limits in this Rule 2 are complied with.

3. GRANT OF AWARDS

3.1 Procedure for grant

• 3.1.1 Subject to Rule 3.4, Awards (including Options granted as CSOP Options pursuant to the schedule to these Rules) may be granted by the Committee at any time in its absolute discretion to such Eligible Employees as they may determine.
• 3.1.2 The grant of an Award shall be effected by the execution of a deed by the Company as soon as practicable after the Committee has resolved to grant the Award. The Date of Grant of the Award shall be the date on which the deed is executed by the Company. An Award Certificate shall be issued to each Participant as soon as reasonably practicable following the grant of the Award.
• 3.1.3 A Participant to whom, an Award has been granted may, by notice in writing to the Company within thirty days after the Date of Grant, renounce the Award in whole or part. In such a case, the Award shall to that extent be treated as never having been granted.
• 3.1.4 The Company may determine that a Participant be required to accept their Award by completing and returning a document in such form and within such period as the Company may determine. If the Participant does not deliver the duly completed document to the Company within the applicable period:
  • 3.1.4.1 the Award shall not be capable of Vesting unless the Committee determines otherwise; and
  • 3.1.4.2 the Committee may determine that the Award will lapse.

3.2 Contents of Award Certificate

• 3.2.1 The Award Certificate shall state:
  • 3.2.1.1 whether the Award is an Option or a Conditional Share Award;
  • 3.2.1.2 the Date of Grant;
  • 3.2.1.3 the number of Shares over which the Award is granted;
  • 3.2.1.4 any Performance Condition and/or other condition specified under Rule 6.1;
  • 3.2.1.5 the normal Vesting Date, and in the case of an Option, the Option Period;
  • 3.2.1.6 the Award Price, if any;
  • 3.2.1.7 whether the Participant is entitled to receive any dividend equivalent

¹ Notwithstanding the flexibility as to the determination of "market value", Kainos' usual approach is to take as "market value" for the purposes of this rule the average middle market quotations of a share for the three dealing days immediately preceding the Date of Grant.

pursuant to Rule 7; and

3.2.1.8 whether the Participant is liable for any Relevant Employer's Social Security Liability arising in relation to that Award.

3.3 Payment not required

No payment shall be required from any Eligible Employee for the grant of any Award.

3.4 Time period for grant of Awards

3.4.1 Period for grant of Awards

An Award may only be granted under the Plan within the period of 42 days beginning on:

• 3.4.1.1 the date upon which any amendment to the Plan is approved by shareholders of the Company in general meeting;
• 3.4.1.2 the date of the announcement by the Company of its results for any period;
• 3.4.1.3 the date upon which the Policy is approved by shareholders of the Company; or
• 3.4.1.4 the date upon which the Committee, in its discretion, determines that there are circumstances which are sufficiently exceptional to justify the granting of an Award,

but if as a consequence of any Dealing Code, dealing in Shares, interests in Shares or options over Shares within the periods of 42 days mentioned above is prohibited, Awards may be granted within the period of 42 days from the lifting of such prohibition.

3.4.2 No grant when Dealing Code applies

No Award may be granted at any time or during any period during which, as a consequence of any Dealing Code, the granting of options or rights over Shares is restricted.

4. AWARD PRICE AND TAX

4.1 Award Price

The Award Price in relation to an Award shall be determined by the Committee at the Date of Grant of that Award.

4.2 Tax

4.2.1 Income Tax and employee's social security liability

It shall be a term of each Award that the holder of it indemnifies and keeps indemnified each Relevant Payer to the extent permitted by law in respect of any Relevant Employee's Tax Liability which arises in relation to that Award. The provisions of Rule 8.3.2 shall apply accordingly.

4.2.2 Employer's social security liability

The Committee may make it a term upon which an Award is granted that the holder agrees (to the extent permitted by law) to pay the whole or part of the amount of (and to indemnify and keep indemnified) each Relevant Payer in respect of any Relevant Employer's Social Security Liability which arises in relation to that Award. Where this requirement applies, the provisions of Rule 8.3.2 shall apply accordingly. Further, the Committee may on or before the date on which an Award Vests, to make it a condition of Vesting becoming effective that an effective Joint Election is in force at the date of obtaining any benefit, in which event the provisions of Rule 8.6 shall apply.

4.2.3 Tax election

It shall be a condition of granting any Award that the Committee may require the Participant to enter into an irrevocable joint election with their Employing Company pursuant to section 431 of the ITEPA in a form specified by the Committee that for the relevant tax purposes the market value of the Shares acquired is to be calculated as if the Shares were not restricted securities (as defined in section 423 of the ITEPA) and sections 425 to 430 of the ITEPA are not to apply to such Shares.

5. NON-TRANSFERABILITY OF AWARDS

An Award is personal to the Participant to whom it has been granted and may not be transferred, assigned, pledged, charged, or otherwise disposed of by a Participant to any person (other than their personal representatives). Any purported transfer, assignment, pledge, charge or disposal shall cause the Award to lapse immediately.

6. PERFORMANCE AND OTHER CONDITIONS

6.1 Except:

6.1.1 in circumstances which the Committee determines to be exceptional, or

6.1.2 unless the Board determines otherwise, in relation to an All-Employee SIP Award,

the Vesting of any Award which is a Conditional Share Award or an Option with a nil or nominal Award Price shall be conditional on the satisfaction of a Performance Condition, and/or subject to such other condition(s) which the Committee determines to be appropriate. Details of such Performance Condition and any other such conditions shall be set out in the Award Certificate (as the case may be).

• 6.26.1 The Vesting of an Award may be conditional on the satisfaction of a Performance Condition, and/or subject to such other condition(s) which the Committee determines to be appropriate. Details of such Performance Condition and any other such conditions shall be set out in (or accompany) the Award Certificate (as the case may be). The application of Performance Conditions to Awards granted to any executive director of the Company shall be consistent with the Policy.
• 6.36.2 Where an Award is subject to a Performance Condition, the number of Shares in respect of which an Award shall Vest shall be calculated for each Participant who is still employed by any Group Company (or is deemed to be employed by any Group Company pursuant to the provisions of Rule 10.1) at the end of the relevant Measurement Period (where applicable) by reference to the extent to which any Performance Condition applicable to that Award has been satisfied.
• 6.46.3 The Committee will arrange for the calculation of the extent to which the Performance Condition applicable to each Award has been satisfied and accordingly, the number of Shares

in respect of which such Award shall, subject to Rule 6.4, Vest. Such calculation shall be completed as soon as practicable following the end of the Measurement Period (where applicable) in relation to the Award.

• 6.56.4 As soon as reasonably practicable after the determination in accordance with Rule 6.3 (or in the case of an Award that is not subject to a Performance Condition on such date as the Committee determines), the Committee may, adjust (including by reducing to nil) the extent to which an Award would (but for this Rule 6.4) Vest, if it considers that:
  • 6.5.16.4.1 such Vesting level does not reflect the underlying financial or non-financial performance of the Participant or the Group over the Vesting period;
  • 6.5.26.4.2 such Vesting level is not appropriate in the context of circumstances that were unexpected or unforeseen at the Date of Grant; or
  • 6.5.36.4.3 there exists any other reason why an adjustment is appropriate,

taking into account such factors as the Committee considers relevant.

• 6.66.5 Following the determination of the number of Shares in respect of which an Award shall Vest in accordance with Rules 6.3 and 6.4, the Committee shall notify the Participant (or their personal representative) of that number.
• 6.76.6 If the Committee acting fairly and reasonably considers that any Performance Condition which applies to an Award no longer represents a fair measure of performance, the Committee may determine what it considers would be a more appropriate Performance Condition (if any). In such circumstances, the Committee shall have the discretion to vary the Performance Condition to which any Award issubject.

7. DIVIDEND EQUIVALENT

• 7.1 The Committee may, in its absolute discretion, resolve in relation to any Award that when that Award Vests or, if later, is exercised, the Participant shall also be entitled to additional Shares and/or cash of a value (at the time of the Award first Vesting) or in an amount (as the case may be) equal (in aggregate)calculated by reference to the amount of dividends paid during the Vesting period in respect of the number of Shares over which the Award has become exercisableVested, which may assume the reinvestment of dividends into Shares on such basis as the Committee determines.
• 7.2 The transfer of Shares or payment of cash shall be made net of any Tax Liability which arises on such transfer or payment unless the Participant has first made arrangements acceptable to the Company for the payment of such Tax Liability.

8. VESTING OF AWARDS AND EXERCISE OF OPTIONS

8.1 Vesting

Subject to Rules 8.3, 10 and 11, an Award shall Vest on the date which is the later of:

• 8.1.1 the date on which the Committee determines that any Performance Condition has been met in whole or in part and the extent to which the Award Vests in accordance with that Performance Condition;
• 8.1.2 the date on which all other conditions which relate to that Award are satisfied or cease to have effect;
• 8.1.3 the date on which the Committee determines whether any adjustment to the Vesting of that Award should be made pursuant to Rule 6.4; and

8.1.4 the date (if any) specified in the Award Certificate which shall not (unless the Committee in its discretion determines otherwise) be earlier than the third anniversary of the Date of Grant (unless the Committee in its discretiondetermines at the Date of Grant that there are exceptional circumstances justifying an earlier Vesting Date),

and in the case of an Option, the Option shall remain exercisable until the expiry of the Option Period.

8.2 Effect of Vesting

The effect of an Option Vesting shall be that the Participant who holds that Option is entitled to exercise the Option at any time during the Option Period (subject to Rules 8.3.2 and 8.8) to the extent to which it has Vested, and in the case of a Conditional Share Award, that the Participant is entitled (subject to Rules 8.3.2, 8.8, and 9) to have Shares issued or transferred to them to the extent to which the Award has Vested.

8.3 Restrictions on Vesting and exercise

8.3.1 General restrictions

Notwithstanding Rule 8.1, an Award shall not Vest:

• 8.3.1.1 at any time when Vesting is prohibited by any Dealing Code, and following Vesting, an Option may not be exercised at any time when exercise is so prohibited; or
• 8.3.1.2 in the case of a Conditional Share Award which is to be satisfied by a transfer of Shares from the Trust, unless the Trustee in its capacity as trustee of the Trust holds a number of Shares, or is able to acquire a number of Shares, which can be used by the Trustee to satisfy all or part of the Vesting of the Award,
• 8.3.1.3 unless the Participant is, subject to Rule 10, a director or employee of a Member of the Group at the time of Vesting

and in the case of an Option which is to be satisfied by a transfer of Shares from the Trust, the Option may not be exercised unless the Trustee in its capacity as trustee of the Trust holds a number of Shares, or is able to acquire a number of Shares, which can be used by the Trustee to satisfy such exercise.

8.3.2 Tax

If on the Vesting of an Award or exercise of an Option which has Vested a Tax Liability for which the Participant is liable by virtue of Rules 4.2.1 or 4.2.2, would arise, in the case of an Option, the Option may not be exercised and in the case of a Conditional Share Award, no Shares shall be transferred to the Participant, unless (in either case) the Participant has entered into arrangements acceptable to the Board to ensure that the Relevant Payer will receive an amount equal to the amount of such Tax Liability. Without prejudice to the generality of this, the Participant authorises the Committee to retain and sell on the Participant's behalf (and appoints the Company, or such other person as the Company directs, as their sole trustee for this purpose) sufficient of the Shares to which the Participant is beneficially entitled following exercise of the Option or Vesting of the Conditional Share Award (as the case may be) to raise an amount (after deducting tax and expenses in relation to the Sale) equivalent to such Tax Liability.

8.4 Partial exercise

An Option which has Vested may be exercised in whole or in part.

8.5 Manner of exercise of Option

Exercise of an Option in whole or in part (and if in part, on more than one occasion) shall be effected by the Participant delivering to the Company Secretary or to such other person on their behalf:

• 8.5.1 a duly completed and signed Notice of Exercise; and
• 8.5.2 payment in full (in such form as is acceptable to the Committee) of the Award Price.

8.6 Joint election

If, pursuant to Rule 4.2.2 the Committee has specified that a Joint Election shall be completed and executed by the Participant and on the submission of a notice of exercise by a Participant:

• 8.6.1 no Joint Election has been entered into or any Joint Election which has been entered into has previously lapsed or is no longer in force; and
• 8.6.2 the Committee gives the Participant written notice within 30 days of the receipt of the notice of exercise that it requires them to enter into a Joint Election,

then the Vesting of that Award shall not be effective unless within 30 days after the date of such notice (or such longer period as the Committee may allow) the Participant shall have completed and executed a Joint Election.

8.7 Result of Vesting

8.7.1 Transfer of Shares within 30 days

Subject to Rules 8.3.2 and 9, the Board shall within 30 business days of valid exercise of an Option or Vesting of a Conditional Share Award, and the receipt of the items specified in Rules 8.5.1 to 8.5.3 (or, in the case of a Conditional Share Award and where relevant, payment of the Award Price), issue, transfer to or procure the transfer or issue to the Participant of the number of Shares to which the Notice of Exercise of the Option relates or in the case of a Conditional Share Award, the number of Shares which have Vested. Where any Dealing Code prohibits the transfer of the Shares during such 30 day period, such 30 day period shall be extended by the number of days (plus three further days) during which the prohibition applies.

8.7.2 Shareholding Requirement

The Committee may make the delivery of any Shares in respect of the exercise of an Option or Vesting of a Conditional Share Award subject to the Participant taking any action (including entering into any agreement) in relation to those Shares reasonably required by the Committee in connection with any Shareholding Requirement.

8.7.3 Transfer subject to consents

Any transfer or issue of Shares pursuant to this Plan shall be subject to any necessary consent from any competent authority and to the terms of such consent.

8.7.4 Shares to rank pari passu

Shares transferred or issued on exercise of an Option or Vesting of a Conditional Share Award shall rank pari passu in all respects with the Company's existing Shares, save that they shall not carry the right to dividends or other distributions declared or recommended the record date for which falls prior to the date when that Option was exercised or the Conditional Share Award Vested (as the case may be).

8.8 Lapse of Award

An Award shall lapse upon the earliest to occur of:

• 8.8.1 in the case of an Option, the expiry of the Option Period;
• 8.8.2 subject to Rule 6.4, the date on which the Committee determines that any Performance Condition or other condition imposed under Rule 6.1 has not been satisfied in whole or in part 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 Condition or other conditions can no longer be satisfied;
• 8.8.3 subject to Rule 10, the Participant ceases to be a director or employee within the Group;
• 8.8.4 where Rule 10 applies, in the case of an Option, the date specified in Rule 10 by which the Option must be exercised without it having been exercised;
• 8.8.5 where Rule 10 applies, any determination by the Committee pursuant to Rules 10.4 and 10.5 that an Award shall lapse;
• 8.8.6 the date otherwise provided for an Award to lapse under these Rules; and
• 8.8.7 the date on which the Participant is adjudicated bankrupt or is otherwise deprived of the legal and beneficial ownership of the Option by operation of law or otherwise.

9. CASH EQUIVALENT

• 9.1 Subject to Rule 9.2, at any time before Shares have been delivered to a Participant to satisfy an Award, the Committee may determine that, in substitution for their right to acquire some or all of those Shares, the Participant will instead receive a cash sum equal to:
  • 9.1.1 in the case of a Conditional Share Award, the market value (as determined by the Board) of the Shares that would otherwise have been delivered on the Vesting Date less the Award Price (if any); and
  • 9.1.2 in the case of an Option, the market value (as determined by the Board) of the Shares that would otherwise have been delivered less the Award Price (if any).
• 9.2 The Committee may determine that this Rule 9 or any part of it will not apply to an Award or any part of it.

10. CESSATION OF EMPLOYMENT

10.1 Cessation of employment for a 'good' reason before Vesting

10.1.1 Vesting permitted

If a Participant ceases to be a director or employee of any Member of the Group as a result of:

• 10.1.1.1 death;
• 10.1.1.2 ill health (as established to the satisfaction of the Committee);
• 10.1.1.3 injury or disability (as established to the satisfaction of the Committee);
• 10.1.1.4 retirement with the agreement of the Committee; or
• 10.1.1.5 by reason only that:
  • (a) their office or employment is in a company of which the Company ceases to have Control; or
  • (b) their office or employment relates to a business or part of a business which is transferred to a person which is not a Group Company, or
• 10.1.1.6 for any other reason if the Committee so decides,

before an Award has Vested, then subject to Rule 10.1.2 and 10.1.3, such Award shall continue in force and shall Vest in accordance with these Rules as if the Participant in question had remained an employee or director of a Member of the Group.

In the case of an Option, the Option may be exercised, to the extent to which it Vests, at any time during the period of six months following the Vesting Date (or such longer period as the Committee determines), or 12 months following the Vesting Date in the case of the death of the Participant, but in any case no later than the expiry of the Option Period (and subject to Rule 8.8).

10.1.2 Number of Shares in respect of which the Award shall Vest

Where Rule 10.1.1 applies, the number of Shares in respect of which the Award Vests shall be determined as follows:

• 10.1.2.1 the Committee shall:
  • (a) determine the extent to which any Performance Condition applicable to that Award has been satisfied;
  • (b) determine whether any adjustment to the level of Vesting is required as a result of any of the factors referred to in Rule 6.4.1 to 6.4.3; and
  • (c) calculate the number of Shares in respect of which the Award would Vest accordingly but for this Rule 10.1.2; and
• 10.1.2.2 the resulting number of Shares so calculated shall then be reduced by the number given by applying to it the following formula:

A B

Where A is the number of days (inclusive) from the Date of Grant of

the Award to the Cessation Date; and

B is the number of days in the period over which the Award will normally Vest

and the resulting figure, rounded up to the nearest whole number of Shares, shall be the number of Shares in respect of which the Award shall Vest.

Provided that the Committee may in its discretion determine that the number of Shares in respect of which the Award shall Vest shall be the number calculated in accordance with Rule 10.1.2.1 without any reduction pursuant to this Rule 10.1.2.2, or with such lesser reduction as the Committee may in its discretion determine.

10.1.3 Discretion to allow Vesting at Cessation Date

Notwithstanding the foregoing provisions of this Rule 10.1 where Rule 10.1.1 applies, the Committee may in its discretion determine that such Award shall Vest on the Cessation Date. Where the Committee permits an Award to Vest in accordance with this Rule 10.1.3, the extent to which it Vests shall be determined in accordance with Rule 10.1.2, including that the Committee shall determine in its discretion:

• (a) the extent to which any Performance Condition shall be deemed to be satisfied at the Cessation Date; and
• (b) whether any adjustment to the level of Vesting is required as a result of any of the factors referred to in Rule 6.4.1 to 6.4.3.

In the case of an Option, the Option (to the extent it Vests in accordance with this Rule 10.1.3 may be exercised within the period of six months following the Cessation Date (or 12 months in the case of death) (but subject to Rule 8.8) and to the extent not so exercised it shall lapse.

10.2 Cessation of employment: general

• 10.2.1 If a Participant ceases to be an employee or director of any Member of the Group for any reason other than one referred to in Rule 10.1 all unvested Awards shall lapse immediately upon such the Cessation Date. In the case of an Option, the Award holder shall be entitled to exercise the proportion of the Option which is Vested as at the Cessation Date at any time during the period ending six months (or twelve months if the Award holder has died), after the Cessation Date or during such other longer period as the Board determines but subject to Rule 8.8. If not so exercised, the Option shall lapse at the end of such period.
• 10.2.2 Notwithstanding Rule 10.2.1 an Option which has not been exercised by the Cessation Date shall lapse in full on the Cessation Date, even to the extent Vested, if the Participant holding such Option was dismissed, or their appointment as a director, was terminated, for Cause.

10.3 Meaning of ceasing to be an employee or director

10.3.1 Any reference to ceasing to be an employee or director in this Rule 10 will not include a cessation where the Participant ceases to be an employee or director of the Company or any Group Company (as the case may be) and immediately commences to be an employee or director of the Company or any other Group Company (as the case may be).

• 10.3.2 For the purposes of these Rules and subject to Rule 10.3.3, where a Participant's contract of employment or with the Group is terminated:
  • 10.3.2.1 by a Member of the Group without notice, the Participant shall be deemed to cease to be an employee or director of the Group on the date on which the termination takes effect;
  • 10.3.2.2 by notice given by a Member of the Group or by notice given by the Participant, the Participant shall be deemed to cease to be an employee or director of the Group on the date on which that notice is served.
• 10.3.3 The Committee may determine that a Participant will be treated as ceasing to hold office or employment with a Member of the Group on the date on which that person gives or receives notice of termination of their employment.

10.4 Leavers – shareholding requirement

The Committee may determine that an Award held by a Participant after they have ceased to hold office or employment with a Member of the Group will lapse if the Participant fails to abide by any applicable Shareholding Requirement.

10.5 Leavers – Post-cessation change in circumstances

If an Award continues in accordance with Rule 10.1.1 following a participant ceasing to hold office or employment with a Member of the Group, the Committee may:

• 10.5.1 require the Participant to confirm, in such form and at such time or times as the Committee requires that in the period between the date of cessation and the date on which the Award Vests they have not started or agreed to start employment with, or otherwise to provide services to, any other person;
• 10.5.2 make the delivery of any Shares to satisfy the Vesting of a Conditional Share Award or the exercise of an Option conditional on the Participant giving the confirmation referred to in Rule 10.5.1;
• 10.5.3 determine that the Award will lapse if:
  • 10.5.3.1 the Participant does not give the confirmation referred to in Rule 10.5.1; or
  • 10.5.3.2 if the Committee determines that in the period between the date of cessation and the date on which the Award Vests the Participant has started or agreed to start employment with, or otherwise to provide services to, any other person.

11. CHANGE OF CONTROL, RECONSTRUCTION AND OTHER CORPORATE EVENTS

11.1 Change of control, compromise or arrangement and winding up

11.1.1 Rules for specified events

In respect of any Award that has not lapsed, if one of the events referred to in Rule 11.1.2 occurs or appears likely to occur, then the provisions of Rules 11.1.3 to 11.1.5 shall apply.

11.1.2 Specified events

The events referred to in Rule 11.1 are:

• 11.1.2.1 any person (or group of persons acting in concert) obtains Control of the Company as a result of making:
  • (a) a general offer to acquire the whole of the issued ordinary share capital of the Company (or such of it as is not already owned by such person or any person connected with them) (whether or not including all or any treasury shares) which is made on a condition such that if it is satisfied or waived the person or group of persons will have Control of the Company; or
  • (b) a general offer to acquire all of the issued Shares in the Company (or such of them as are not already owned by such person or any person connected with them);
• 11.1.2.2 any person becomes bound or entitled to acquire Shares under sections 979 to 982 and 983 to 985 of the Companies Act 2006;
• 11.1.2.3 the court sanctions a compromise or arrangement in relation to the Company pursuant to section 899 or section 901F of the Companies Act 2006 which will result in a change of Control of the Company; or
• 11.1.2.4 the Company gives notice of a general meeting at which a resolution is to be proposed for the voluntary winding up of the Company.

11.1.3 Notification of Options becoming exercisable

The Board shall, as soon as reasonably practicable, notify each Participant of:

• 11.1.3.1 in the case where a person or person makes an offer as described in Rule 11.1.2.1 of the making of such Offer;
• 11.1.3.2 in a case within Rule 11.1.2.2 of the person becoming so bound or entitled;
• 11.1.3.3 in a case within Rule 11.1.2.3 of the fact that the Company has given formal notification to its shareholders of its intention to make an application for a compromise or arrangement; or
• 11.1.3.4 in a case within Rule 11.1.2.4 the giving of the notice

and each outstanding Award shall Vest, to the extent determined in accordance with Rule 11.1.4.

• 11.1.4 Extent to which Award vests
  • 11.1.4.1 Where the event in question occurs before the Vesting of an Award the number of Shares in respect of which that Award shall Vest shall be calculated as follows. The Committee shall:
    • (a) determine the extent to which any Performance Condition applicable to that Award has been satisfied at the time of the relevant event;
• (b) determine whether any adjustment to the level of Vesting is required as a result of any of the factors referred to in Rule 6.4.1 to 6.4.3; and
• (c) calculate the number of Shares in respect of which the Award would Vest accordingly but for Rule 11.1.4.1(a) and Rule 11.1.4.1(b) provided that the Committee may, if it considers that the circumstances justify it, resolve to allow Vesting of an Award to a greater extent than so calculated (including in full as if all Performance Conditions had been satisfied); and
• (d) the resulting number of Shares calculated pursuant to Rule 11.1.4.1(c) shall then be reduced by the number given by applying to it the following formula:

A B

Where A is the number of days (inclusive) from the Date of Grant of the Award to the date of the relevant event; and

B is the number of days in the period over which the Award will normally Vest

and the resulting figure, rounded up to the nearest whole number of Shares, shall be the number of Shares in respect of which the Award shall Vest.

Provided that the Committee may in its discretion determine that the number of Shares in respect of which the Award shall Vest shall be the number calculated as referred to in Rule 11.1.4.1(c) without any reduction pursuant to this Rule 11.1.4.1(d), or with such lesser reduction as the Committee may in its discretion determine.

11.1.5 Exchange of Awards

• 11.1.5.1 If the event is one referred to in Rule 11.1.2.1, the Committee may within the appropriate period and with the agreement of any company that obtains Control of the Company and with the agreement of a Participant, vary the terms of the Award made to the Participant or facilitate the exchange of the Award for a new award made by the acquiring company which may operate over shares in the acquiring company. In this Rule 11.1.5.1 "appropriate period" means:
  • (a) where the event is one within Rule 11.1.2.1 or 11.1.2.2, the period specified in Rule 11.1.6.2(a) and 11.1.6.2(b) respectively;
  • (b) where the event is one within Rule 11.1.2.3, the period of six months beginning with the time when the Court sanctions the scheme of arrangement.
• 11.1.5.2 In the event of an Internal Reorganisation, the Committee may determine that, with the consent of the acquiring company, unvested Awards shall be released and replaced by Awards over shares in the acquiring company, and in such a case:
  • (a) there shall be no requirement to seek the consent of the

Participant; and

(b) Rule 11.1.5.1 shall apply.

11.1.6 Date of Vesting and period for exercise

Where this Rule 11.1 applies:

• 11.1.6.1 in the case of Conditional Share Awards, the date of Vesting shall be:
  • (a) in the case of an event within Rule 11.1.2.1, immediately prior to the date of the change of Control;
  • (b) in the case of an event within Rule 11.1.2.2, upon the person becoming so bound or entitled;
  • (c) in the case of an event within Rule 11.1.2.3, immediately prior to the court sanction of the compromise or arrangements; and
  • (d) in the case of an event within Rule 11.1.2.4, immediately prior to the commencement of the winding up;
• 11.1.6.2 in the case of Options, the period for exercise of an Option shall be:
  • (a) where the event in question is within Rule 11.1.2.1 and where Rule 11.1.2.2 does not apply, within the period beginning on the date on which the Participant receives notification of the offer from the Board and ending 30 days after the time when the person making the offer has obtained Control of the Company and any condition subject to which the offer is made is satisfied, or such earlier date as may be specified by the Board in such notification, (provided that any exercise prior to the other person(s) obtaining Control shall take effect immediately prior to that other person actually obtaining Control);
  • (b) where the event in question is within Rule 11.1.2.2, within the period during which the person remains so bound or entitled;
  • (c) where the event in question is within Rule 11.1.2.3, during the period which starts on the date on which the Court sanctions the compromise, or arrangement and ends six months later or which ends on such earlier date as the Board shall specify in the notice referred to in Rule 11.1.3;
  • (d) where the event in question is within Rule 11.1.2.4, at any time prior to the commencement of such winding up but so as to take effect immediately prior to the commencement of the winding up.

and to the extent not so exercised the Option shall lapse.

11.2 Demergers and reconstructions

If a demerger, reorganisation, reconstruction or amalgamation of the Company or any other transaction is proposed which, in the opinion of the Committee, might affect the current or future value of any Award (and the opinion of the Committee as to whether a demerger, reorganisation, reconstruction or amalgamation has occurred shall be final) the Committee may vary or alter in any manner whatsoever which it thinks fit the terms of any Award so as to preserve the overall value of the Award.

Such alteration may include (without limitation), amending any Performance Condition or other condition, changing the Vesting Date of an Award (including allowing immediate Vesting in whole or in part and providing for the lapse or continuation of the balance of an Award not Vested), amending any Award Price and altering the terms of an Award such that the Award is over shares in another company.

12. PARTICIPANT RELOCATED ABROAD

If a Participant remains an employee or director of a Member of the Group but is transferred to work in another country or changes tax residence status and, as a result they would:

• 12.1 suffer a tax disadvantage in relation to their Awards (this being shown to the satisfaction of the Committee); or
• 12.2 become subject to restrictions on their ability to exercise their Awards or to hold or deal in the Shares or the proceeds of the sale of the Shares acquired on exercise or Vesting because of the security laws or exchange control laws of the country to which they are transferred,

then the Committee may decide that the Awards will Vest on a date it determines before or after the transfer takes effect. The Award will Vest to the extent that the Committee permits and may lapse as to the balance.

13. MALUS AND CLAWBACK

13.1 Each Award is subject to the Malus and Clawback Policy. By participating in the Plan a Participant is deemed to accept the terms of the Malus and Clawback Policy and consent to the administration of the Malus and Clawback Policy in accordance with its terms which may include (without limitation) the deduction of overpayments and/or the adjustment, withholding or cancellation of Awards, and/or a requirement that the Participant transfer Shares as directed by the Company in accordance with the Malus and Clawback Policy.

14. VARIATION OF CAPITAL

14.1 Adjustment of Awards

In the event of any increase or variation of the share capital of the Company by way of capitalisation, rights issue, sub-division, consolidation, reduction of Shares or otherwise, the Committee shall make such adjustment (if any is required) to the number and/or description of Shares subject to an Award and/to the Award Price as it may determine to be appropriate.

14.2 Notification to Participants

As soon as reasonably practicable after making any adjustment to an Award under Rule 14.1 the Committee shall give notice of it in writing to the holder of that Award.

15. ALTERATIONS TO THE PLAN

15.1 General

Subject to this Rule 15, the Committee may by resolution at any time and from time to time make any alteration to the Plan which it thinks fit (including for the purposes of establishing a sub-plan for the benefit of employees located overseas).

15.2 Shareholder approval

• 15.2.1 The provisions of the Plan listed in Rule 15.2.2 cannot be amended to the advantage of the Participants without the prior approval of the shareholders in general meeting unless they are minor amendments to benefit the administration of the Plan or are amendments to take account of a change in legislation or statutory regulations or are to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants or potential Participants in the Plan or for the Company or any Group Company.
• 15.2.2 The provisions of the Plan referred to in Rule 15.2.1 are:
  • 15.2.2.1 the basis for determining an Eligible Employee's entitlement (or otherwise) to be granted an Award and/or to acquire Shares on the exercise of an Option and/or to become absolutely entitled to Shares subject to a Conditional Share Award;
  • 15.2.2.2 the persons to whom an Award may be granted;
  • 15.2.2.3 the limit on the aggregate number of Shares over which Awards may be granted;
  • 15.2.2.4 the individual participation limit in Rule 2.2;
  • 15.2.2.5 the Award Price;
  • 15.2.2.6 the adjustment of Awards pursuant to Rule 14; and
  • 15.2.2.7 this Rule 15.2.

15.3 Alterations which adversely affect Participants

No alteration may be made which would materially increase the liability of any Participant or which would materially decrease the value of any Participant's subsisting rights attached to any Award without in each case that Participant's prior written consent.

15.4 Employees' share scheme

No amendment will be made under this Rule 15 if it would prevent the Plan from being an employees' share scheme within the meaning of section 1166 of the Companies Act 2006.

15.5 Notice of alteration

As soon as reasonably practicable after making any alteration under this Rule 15, the Committee shall give notice in writing of it to each Participant.

16. MISCELLANEOUS

16.1 No employment rights

This Plan shall not form part of the contract of employment of any individual who participates in it. The rights and obligations of any individual under the terms of their office or employment with any Company participating in the Plan shall not be affected by their participation in the Plan or any right which they may have to participate in it.

An individual who participates in the Plan shall waive any and all rights to compensation or damages in consequence of the termination of their office or employment for any reason whatsoever (including unfair or wrongful dismissal) insofar as those rights arise or may arise from their ceasing to have rights under or to be entitled to exercise any Option under the Plan as a result of such termination. No such participation, rights or benefits shall be taken into account for the purposes of calculating the amount of benefits payable to any pension fund (or in the case of participation by an Irish resident employee, an employee's remuneration for the purposes of the Unfair Dismissals Acts, 1977-2014). Awards granted pursuant to the Plan shall not constitute any representation or warranty that any benefit will accrue to any individual to whom such Award has been granted.

16.2 Administration

The Plan shall be administered by the Committee who may from time to time make and vary procedures for administration and implementation of the Plan, and in the event of any dispute or disagreement as to the interpretation of the Plan, or of any Rule, regulation or procedure, or as to any question or right arising from or related to the Plan, the decision of the Committee shall be final and binding upon all persons.

16.3 Notices

Any notice or other communication under or in connection with this Plan may be given:

• 16.3.1 by personal delivery or by sending the same by post:
  • 16.3.1.1 in the case of a company or the Trustee, to their registered office; and
  • 16.3.1.2 in the case of a Participant, to their last known address, or where they are a director or employee of a company participating in the Plan, 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,

and where a notice or other communication is given by first class post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped; or

16.3.2 by electronic communication to their usual business address or to such other address for the time being notified for that purpose to the person giving the notice.

16.4 Participation by directors

Subject to the articles of association of the Company, a Participant who is a director of the Company may, notwithstanding their interest, vote on any resolution concerning the Plan (other than in respect of their own participation therein) and may retain any benefits under the Plan.

16.5 Data privacy

The personal data of any person who is eligible to participate in the Plan or any 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 employees pursuant to a privacy notice or otherwise. If a person who is eligible to participate in the Plan or a Participant or former Participant is employed outside the European Economic Area and outside the United Kingdom and consent is needed for 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.

17. TERMINATION

No Options may be granted under the Plan more than ten years after its adoption the approval by shareholders of amendments to the Plan at the Company's 2025 Annual General Meeting, but any rights of Participants then subsisting shall remain in force.

18. GOVERNING LAW

These Rules and the Plan shall in all respects shall be governed by and construed in accordance with the laws of England and the courts of England shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Plan. Any proceedings, suit or action arising out of the Plan shall be brought in such courts.

SCHEDULE 1: CSOP OPTIONS

The Committee may designate any Option as a CSOP Option on the Date of Grant and if the Committee does so, the Rules shall apply to the CSOP Option, subject to this schedule.

This schedule to the Plan is intended to qualify as a Schedule 4 CSOP Scheme (as defined in section 521 ITEPA) such that Options can be granted under the Plan which are intended to qualify for the tax advantages set out in Chapter 8 of Part 7 ITEPA ("CSOP Options").

All of the rules of the Plan which apply in respect of Options shall apply mutatis mutandis to CSOP Options granted under this schedule save as modified by this schedule. In the event of any conflict between the provisions of this schedule and any other provisions of the Plan in relation to CSOP Options, the provisions of this schedule will prevail.

The purpose of this schedule is to provide benefits to eligible employees and directors in the form of CSOP Options. The terms of CSOP Options are granted in accordance with Schedule 4.

1. DEFINITIONS AND INTERPRETATION

• 1.1 The following Rules of the Plan do not apply to CSOP Options granted under this schedule:
  • 1.1.1 Rule 6.4 (adjustment to Vesting);
  • 1.1.2 Rule 7 (dividend equivalents);
  • 1.1.3 Rule 8.3 (restrictions on vesting and exercise) except Rule 8.3.1.1;
  • 1.1.4 Rule 8.7.2 (Result of Vesting: Shareholding Requirement);
  • 1.1.5 Rule 9 (Cash Equivalent);
  • 1.1.6 Rules 10.4 (Leavers shareholding requirement) and 10.5 (Leavers post-cessation change in circumstances);
  • 1.1.7 Rule 11 (change of control etc);
  • 1.1.8 Rule 12 (relocation abroad);
  • 1.1.9 Rule 13 (malus and clawback).
• 1.2 All terms defined in Rule 1 of the Plan shall have the same meaning in this schedule (unless altered by a provision of this schedule) and the following expressions shall have the following meanings in this schedule unless inconsistent with the context:

"Associated Company" has the meaning given to that term by paragraph 35 of Schedule 4;

"Control" has the meaning given by section 719 ITEPA;

"Issue or Reorganisation" means any capitalisation issue or rights issue (other than an issue of Shares pursuant to the exercise of an option given to the shareholders of the Company to receive Shares in lieu of dividend), any rights offer or any other variation in the share capital of the Company including (without limitation) any consolidation, sub-division or reduction of capital of the Company;

"Key Feature" means any provision of this schedule that is necessary to enable it to meet the requirements of Schedule 4;

"Market Value" of a Share on any date means, in respect of a CSOP Option:

• (a) if the Shares are for the time being admitted to trading on the Daily Official List of the London Stock Exchange, the average middle market quotation for a Share (as derived from the Daily Official List) for the three dealing days before immediately preceding the Date of Grant, of where the Shares have not been so quoted for the previous three dealing days, the closing mid-market quotation of a Share as derived from the Daily Official List of the London Stock Exchange for the immediately preceding dealing day; or
• (b) if the Shares are not for the time being so traded 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 which is agreed with Shares and Assets Valuation of HMRC on or before the Date of Grant of such CSOP Option as being the Market Value of a Share at the relevant date provided that the Market Value of any Share subject to a Restriction is to be determined as if they were not subject to the Restriction;

"Official List" means the Official List of the FCA;

"Option Exercise Price" in respect of a CSOP Option has the meaning given to the expression "Award Price" in Rule 1 provided that it shall not be less that the Market Value of a Share at the Date of Grant of that CSOP Option as determined pursuant to the definition of "Market Value" in this schedule;

"Option Period" means, in relation to a CSOP Option, the period commencing on the date when the CSOP Option Vests in accordance with these Rules and ending at the end of the day immediately preceding the 10th anniversary of the Date of Grant or on such earlier date as the Committee shall specify in the Award Certificate at the Date of Grant;

"Redundancy" redundancy within the meaning of the Employment Rights Act 1996;

"Relevant Employee's Tax Liability" means in relation to a CSOP Option, an amount equal to the amount of income tax and/or employee's national insurance contributions for which the Company or any Member of the Group or any other person has accounted or may be required to withhold and/or account for to HMRC, as a consequence of the exercise of that CSOP Option and, in the case of employee's national insurance contributions, which is treated as remuneration derived from the Participant's employment by virtue of section 4(4)(a) of the Social Security Contributions and Benefits Act 1992;

"Relevant Employer's Tax Liability" means in relation to a CSOP Option, the amount of any secondary class 1 national insurance contributions for which the Company or any Member of the Group or any other person has accounted or is required to account for to HMRC (or other fiscal authority) as a consequence of the exercise of that CSOP Option and which is treated as remuneration derived from the Participant's employment by virtue of section 4(4)(a) of the Social Security Contributions and Benefits Act 1992;

"Restriction" has the meaning given to that term in paragraph 36(3) of Schedule 4;

"Schedule 4" means Schedule 4 to ITEPA.

• 1.3 For the purposes of this schedule and any CSOP Option granted pursuant to its terms:
  • 1.3.1 a Share must meet the conditions of paragraphs 16 to 18 inclusive of Schedule 4 at the Date of Grant and date of exercise of the CSOP Option. If Shares cease to satisfy those conditions, subject to paragraph 7.3 of this schedule, the CSOP Option shall cease to be treated as granted or held under a Schedule 4 CSOP Scheme but the Option shall continue as an Award under the Plan; and

1.3.2 notwithstanding the definition of "Member of the Group" in Rule 1.1, a Member of the Group means the Company and any Subsidiary over which the Company has Control.

2. ELIGIBILITY

• 2.1 The Board may grant a CSOP Option to such Eligible Employees as it may in its absolute discretion determine.
• 2.2 A CSOP Option may not be granted:
  • 2.2.1 to a person who is excluded from participation by virtue of paragraph 9 of Schedule 4 (persons who within the previous 12 months have had a material interest in a close company); or
  • 2.2.2 to a director of a Member of the Group unless they are required to devote not less than 25 hours per week (excluding meal breaks) to the business of that Member of the Group, aggregating time spent in the business of other Members of the Group; or
  • 2.2.3 to a person who is not an employee of a Member of the Group.

3. GRANT OF CSOP OPTIONS

• 3.1 Vesting of CSOP Options shall not be subject to the satisfaction of Performance Conditions unless the Committee determines that it is appropriate that Vesting should be so subject. If any Performance Condition is applied to any CSOP Option, such Performance Condition (and any additional conditions referred to in Rule 6 of the Plan) shall be objective.
• 3.2 Rule 6.6 shall not apply to any Performance Condition applicable to a CSOP Option, but where events happen which cause the Committee reasonably to consider that any Performance Condition which applies to a CSOP Option no longer represents a fair measure of performance or any other conditions are no longer appropriate, the Committee may vary the Performance Conditions or other conditions to which any CSOP Option is subject provided that the variation is fair and reasonable and the Committee reasonably considers the conditions as varied are no more difficult nor easy to satisfy and further provided that each Participant is given notice in writing of the variation as soon as practicable.
• 3.3 The Award Certificate for a CSOP Option shall specify (inter alia):
  • 3.3.1 the Date of Grant;
  • 3.3.2 the number of Shares over which the CSOP Option subsists;
  • 3.3.3 the Option Exercise Price in relation to that CSOP Option;
  • 3.3.4 the Performance Condition (if any) and any additional conditions applicable to that CSOP Option by virtue of Rule 6;
  • 3.3.5 details of any Restrictions to which the Shares are subject;
  • 3.3.6 the times at which the CSOP Option may be exercised;
  • 3.3.7 the circumstances in which the CSOP Option will lapse or be cancelled; and
  • 3.3.8 whether or not the Participant is liable for any Employer's Social Security

Contributions that may arise on exercise of the CSOP Option.

3.4 These terms must be stated at the Date of Grant of a CSOP Option and may be varied after the grant of the CSOP Option, but only to the extent permitted by paragraph 21A of Schedule 4.

4. HMRC LIMITS

• 4.1 Each CSOP Option granted under this schedule must be limited and must therefore take effect so that immediately after the grant of that CSOP Option, the aggregate of:
  • 4.1.1 the Market Value of the Shares which the Participant may acquire in pursuance of rights (not yet exercised) obtained under this schedule; and
  • 4.1.2 the market value of any shares which the Participant may acquire in pursuance of rights (not yet exercised) obtained under any other share option scheme which satisfies the requirements of Schedule 4 and established by the Company or any Associated Company,

shall not exceed £60,000 (or such other amount as shall be permitted from time to time pursuant to Schedule 4).

4.2 For the purposes of the limit in this paragraph, CSOP Options which have been exercised, lapsed or surrendered shall not be counted.

5. EXERCISE OF AWARDS

• 5.1 A Participant may not exercise a CSOP Option if this would breach the rule in paragraph 9 of Schedule 4 (persons who within the previous 12 months have had a material interest in a close company).
• 5.2 As soon as reasonably practicable after a CSOP Option has been exercised and in any event not more than 30 days of the date of exercise of the relevant CSOP Option, the Company shall, subject to paragraph 10 below, issue or transfer, or procure the transfer, to the Participant exercising such Option of the number of Shares in respect of which the CSOP Option has been exercised.

6. LEAVERS

• 6.1 A CSOP Option shall lapse, to the extent not previously exercised, on the date which is 12 months after the date of the Participant's death.
• 6.2 Any decision made by the Committee pursuant to Rule 10.1.2 or paragraph 6.3 of this schedule in respect of a CSOP Option must be made on a fair and reasonable basis.
• 6.3 In the application of Rule 10 to any CSOP Option which has not Vested by the date on which a Participant ceases to be a director or employee of a Member of the Group ("Cessation Date"), Rule 10 shall be modified as follows:
  • 6.3.1 such CSOP Option shall not lapse but shall Vest to the extent specified in paragraph 6.3.3 on the date on which the Participant ceases to be a director or employee of a Member of the Group to the extent determined in accordance with Rule 10.1.2 if the reason for their so ceasing is any of the following:

6.3.1.1 death;

6.3.1.2 injury or disability;

6.3.1.3 Redundancy;

6.3.1.4 retirement;

• 6.3.1.5 a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) regulations 2006; or
• 6.3.1.6 their office or employment is in a company of which the Company cease to have Control;
• 6.3.2 if the reason for the Participant ceasing to be a, director or employee of a Member of the Group is any other reason than one specified in paragraph 6.3.1 above, then Rules 10.1.2 (other than Rule 10.1.2.1(b)) and 10.3 shall apply;
• 6.3.3 where a CSOP Vests on termination of office or employment in accordance with paragraph 6.3.1, the number of Shares in respect of which it Vests shall be the number in respect of which the Option was originally granted reduced on a pro rata basis by the number given by applying to it the following formula:

A / B

Where A is the number of days (inclusive) from the Date of Grant of the Award to the Cessation Date; and

B is the number of days in the period over which the Award will normally Vest

and the resulting figure, rounded up to the nearest whole number of Shares, shall be the number of Shares in respect of which the Award shall Vest.

Provided that the Committee may in its absolute discretion determine not to apply such pro-rating and to allow the CSOP Option to Vest in full;

• 6.3.4 where a CSOP Option Vests on termination of office or employment in accordance with paragraph 6.3.1 (other than in the case of death), or has already Vested by the time of termination of office or employment, it may be exercised, to the extent to which it has Vested, at any time during the period of six months following the date of cessation of employment, but in any case no later than the expiry of the Option Period;
• 6.3.5 where a CSOP Option Vests on termination of office or employment in accordance with paragraph 6.3.1 by reason of death, or has already Vested at the time of death, it may be exercised, to the extent to which it has so Vested, at any time up to and including the first anniversary of death regardless of any other exercise or lapse provision in this Plan or this schedule, other than on a winding up of the Company.

7. CHANGE OF CONTROL, RECONSTRUCTION

• 7.1 Rule 11 shall not apply to CSOP Options and the following provisions of this paragraph 7 and of paragraph 8 shall apply in its place.
• 7.2 If one of the following events occurs (each a "Corporate Event"):
  • 7.2.1 any person or group of persons acting in concert obtains Control of the Company as a result of making:
    • 7.2.1.1 a general offer to acquire the whole of the issued ordinary share capital of the

Company or such of them as are not already owned by such a person(s) or any person connected with them which is made on a condition such that if it is satisfied the person or group of persons will have Control of the Company; or

7.2.1.2 a general offer to acquire all the issued ordinary shares which are the same class as the Shares (or such of them as are not already owned by it and/or by any person connected with it),

(and for the purposes of this paragraph "connected" shall have the same meaning which it has for the purposes of Schedule 4);

• 7.2.2 any person becomes entitled or bound to acquire shares in the capital of the Company under sections 979 to 982 and 983 to 985 of the Companies Act 2006; or;
• 7.2.3 the court sanctions a compromise or arrangement under section 899 of the Companies Act 2006 that is applicable to or affects:
  • 7.2.3.1 all the ordinary share capital of the Company or all of the Shares which are the same class as the Shares obtained under this Plan; or
  • 7.2.3.2 all the shares, or all the Shares which are the same class as the Shares obtained under this Plan, which are held by a class of shareholders identified otherwise than by reference to their employment or directorships or their participation in a Schedule CSOP Scheme;
• 7.2.4 the Company's shareholders becoming bound by a non-UK reorganisation (as defined by paragraph 35ZA of Schedule 4) that is applicable to or affects:
  • 7.2.4.1 all the ordinary share capital of the Company or all the Shares of the same class as the Shares to which the Option relates; or
  • 7.2.4.2 all the Shares, or all the Shares of that same class, which are held by a class of shareholders identified otherwise than by reference to their employment or directorships or their participation in a Schedule 4 CSOP,

then, subject to the provisions of this paragraph 7 and paragraph 8, the Board shall serve notice upon each Participant notifying them of such fact and a Participant may at any time within the period specified in paragraph 7.3 of this schedule, subject always to paragraph 10 of this schedule, exercise any CSOP Option or part of it which has not lapsed in full, whether or not Vested at the date of the Corporate Event.

• 7.2.5 Where a CSOP Option Vests in accordance with paragraph 7.2, or has already Vested at the date of the Corporate Event, the period for exercise of such CSOP Option shall be (subject to paragraphs 7.4 and 7.5):within six months of a Corporate Event within paragraph 7.2.1, 7.2.3 or 7.2.4; and
• 7.2.6 in the case of a Corporate Event within paragraph 7.2.2, at any time after the Corporate Event continuing for as long as that person remains so bound or entitled.
• 7.3 If a Corporate Event occurs and, as a result of that Corporate Event, Shares will no longer satisfy the requirements of Part 4 of Schedule 4, CSOP Options may be exercised within the period of 20 days following the change of Control (but subject to paragraphs 7.6 and 8) but no later.
• 7.4 If the Board reasonably expects a Corporate Event to occur, the Board may make arrangements permitting CSOP Options to be exercised for a period of 20 days ending with

the date of the Corporate Event. If a CSOP Option is exercised under this paragraph 7.4, it will be treated as having been exercised in accordance with paragraph 7.2.

• 7.5 If the Board makes arrangements for the exercise of CSOP Options under paragraph 7.4 and the Corporate Event does not occur within 20 days of the date of purported exercise, the CSOP Option shall be treated as not having been exercised.
• 7.6 Where a Corporate Event resulting in a change of Control occurs 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 that Corporate Event, if the committee and the acquiring company agree, CSOP Options shall not be capable of exercise and instead all CSOP Options may be exchanged in accordance with paragraph 8 below and paragraph 26(3) of Schedule 4.

8. EXCHANGE OF SCHEDULE 4 OPTIONS

• 8.1 If, as a result of a Corporate Event, a company has obtained Control of the Company, each Participant may, by agreement with that company ("Acquiring Company") within the Rollover Period, release each CSOP Option ("Old Option") for a replacement option ("New Option"). A New Option shall:
  • 8.1.1 be over shares that satisfy the requirements of paragraphs 16 to 18 of Schedule 4 in the Acquiring Company (or some other company falling within paragraph 27(2)(b) of Schedule 4); and
  • 8.1.2 be a right to acquire such number of those shares as have, immediately after grant of the New Option, a total Market Value substantially the same as the total Market Value of the shares subject to the Old Option immediately before its release; and
  • 8.1.3 have an exercise price per share such that the total price payable on complete exercise of the New Option is substantially the same as the total price that would have been payable on complete exercise of the Old Option; and
  • 8.1.4 so far as practicable, be on terms otherwise identical to the Old Option immediately before the Old Option's release.
• 8.2 Any "Rollover Period" shall have the same duration as the applicable appropriate period defined in paragraph 26(3) of Schedule 4;
• 8.3 Any New Option granted under paragraph 8.1 shall be treated as having been acquired at the same time as the relevant Old Option for all other purposes of this schedule.
• 8.4 This schedule shall be interpreted in relation to any New Options as if references to:
  • 8.4.1 the "Company" were references to the Acquiring Company (or to any other company whose shares are subject to the New Options, as the context may require) except that for the avoidance of doubt, after the grant of any new Option references to "the Group" will continue to mean Kainos Group plc and any other company which is for the time being Controlled by it; and
  • 8.4.2 the "Shares" were references to the shares subject to the New Options.
• 8.5 The Company will remain the scheme organiser (as defined in paragraph 2(2) of Schedule 4) of the Schedule 4 CSOP plan established by this schedule following the release of Options and the grant of New Options under paragraph 8.1. If any New Option is granted to a Participant, no other CSOP Options may be granted under this schedule other than New

Options.

8.6 The Acquiring Company shall notify each relevant participant of the terms of their New Option.

9. WINDING UP

If notice is given of a resolution for the winding-up of the Company, CSOP Options will Vest on the date such notice is given.

The number of Shares in respect of which the Award shall Vest shall be number in respect of which the Option was originally granted reduced on a pro rata basis by the number given by applying to it the following formula:

A / B

Where A is the number of days (inclusive) from the Date of Grant of the Award to the Cessation Date; and

B is the number of days in the period over which the Award will normally Vest and the resulting figure, rounded up to the nearest whole number of Shares, shall be the number of Shares in respect of which the Award shall Vest.

Provided that the Committee may in its absolute discretion determine not to apply such pro- rating and to allow the CSOP Option to Vest in full.

To the extent that the CSOP Option has Vested or Vests in accordance with this paragraph 9, it may be exercised at any time during the period of six months from the date of the notice or, if shorter, the period until completion of the winding up and if not exercised within that period it shall lapse.

10. LAPSE OF CSOP OPTIONS

Subject to paragraph 6.3.5 of this schedule, Rule 8.8 of the Plan shall apply to CSOP Options with the modification that references in Rules 8.8.3 and 8.3.4 to Rule 10 shall be read as references to paragraph 6 of this schedule.

11. TAX

Without prejudice to any other right which they may have to enforce the indemnities in respect of any Relevant Employee's Tax Liability and/or any Relevant Employer's NIC Liability given by the Employee pursuant to Rule 4.2.1 and/or Rule 4.2.2, the Company and the Employing Company of a Participant or any other relevant person which is obliged to account for a Relevant Employee's Tax Liability or a Relevant Employer's NIC Liability, or any one or more of them, shall have the right (to the extent permitted by law) (and the Participant authorises each of them for all purposes including Part II of the Employment Rights Act 1996), prior to the delivery of the Shares otherwise deliverable to a Participant on the exercise of a CSOP Option, to recover a Relevant Employee's Tax Liability and/or a Relevant Employer's Tax Liability in all or any of the following ways:

11.1 by deducting sufficient funds which, in the reasonable opinion of the Company, would be equal to (1) any Relevant Employee's Tax Liability and (2) any Relevant Employer's NIC Liability for which the Participant is liable pursuant to Rule 4.2.2 from any payment made to or in respect of the Participant by the Employing Company on or after the date of the event which gives rise to such liability where such payment is made:

• 11.1.1 in the case of a Relevant Employee's Tax Liability which consists of PAYE, in the same income tax period (as defined in section 710(8) of the ITEPA) as that in which such Relevant Employee's Tax Liability arises; and
• 11.1.2 in the case of a Relevant Employer's NIC Liability or a Relevant Employee's Tax Liability which consists of employee's national insurance contributions, in the same tax year as that in which such Relevant Employer's NIC Liability or Relevant Employee's Tax Liability arises or the following tax year; or
• 11.2 by requesting the Participant to remit (in cleared funds and within seven days of receipt of a valid demand) to or at the direction of the Company or their Employing Company or such other relevant person an amount which in the reasonable opinion of the Company, the Employing Company or such other relevant person will be sufficient to satisfy the amount of any Relevant Employee's Tax Liability and any Relevant Employer's NIC Liability for which the Participant is liable pursuant to Rule 4.2.2; and
• 11.3 where the amount of any outstanding Relevant Employee's Tax Liability and/or any Relevant Employer's NIC Liability is not recovered pursuant to paragraphs 11.1.1 or 11.1.2:
  • 11.3.1 by retaining and selling on the Participant's behalf sufficient Shares to which the Participant is beneficially entitled following exercise of the CSOP Option to raise an amount which, in the reasonable opinion of the Company, the Employing Company or such other relevant person is equal in value to the amount of such Relevant Employee's Tax Liability and Relevant Employer's NIC Liability for which the Participant is liable pursuant to Rule 4.2.2, and for this purpose the Participant irrevocably appoints the Company or such other person as the Company may direct as their bare trustee and agent for the purposes of providing sufficient funds to recover such liabilities by receiving on bare trust or retaining on bare trust (as the case may be) (out of the total number of Shares to which the Employee is beneficially entitled following the relevant exercise of the Option) the legal title to and selling such number of Shares as, in the reasonable opinion of the Company, is required to realise (after any tax payable on such sale) a cash amount equivalent to such liabilities. For the avoidance of doubt, the beneficial title shall at all times during the bare trusteeship referred to in this paragraph remain vested in the Participant; and/or
  • 11.3.2 subject to the prior approval of HMRC, by the making of such other arrangements and determinations consistent with this schedule as it may in its discretion consider to be appropriate in order to recover or secure the recovery from the Participant of the amount of any Relevant Employer's NIC Liability and of any Relevant Employers NIC Liability for which the Participant is liable in accordance with Rule 4.2.2 and such arrangements and determinations shall be binding on the Participant.

12. ADJUSTMENT OF AWARDS

• 12.1 The Committee may only make an adjustment to a CSOP Option in accordance with Rule 14 if there is an Issue or Reorganisation.
• 12.2 Any adjustment to a CSOP Option to take account of an Issue or Reorganisation must comply with paragraphs 22(3A) and (3B) of Schedule 4.

13. ALTERATIONS

The Committee may amend the provision of this schedule from time to time provided that:

• 13.1 no amendment shall be made to any provision of this schedule without the prior approval of the members of the Company in general meeting if a change to the corresponding provision in the Plan would require such approval;
• 13.2 no amendment may be made to a Key Feature of this schedule if, as a result of such amendment, this schedule wound no longer be a Schedule 4 CSOP Scheme, unless and until the Committee has determined that the amendment will take effect even if this causes this schedule no longer to be a Schedule 4 CSOP Scheme ; and
• 13.3 no amendment may be made which would materially increase the liability of any Participant or which would materially decrease the value of their subsisting rights attached to any CSOP Option without in each case that Participant's prior written consent.

SCHEDULE 2 – CALIFORNIA PARTICIPANTS

Notwithstanding any provision contained in the Plan to the contrary, each Award granted to a California Participant shall be granted and administered in compliance with the California Code of Regulations, as amended, to the extent required to comply with the requirements of Section 25102(o) of the California Corporations Code. In this regard, the rules outlined in this Schedule 2 shall apply with respect to Awards granted to California Participants.

Where there is any conflict between the rules of the Plan and this Schedule 2, the terms of this Schedule 2 will prevail.

1. DEFINITIONS AND AN INTERPRETATION

1.1. In this Schedule 2, unless otherwise stated, the words and expressions below have the following meanings:

"California Participant" means a Participant who resides in California on the Date of Grant or who subsequently becomes a resident of California whilst holding subsisting Awards;

"Plan" means the Kainos Group Performance Share Plan in its present form or as amended from time to time; and

"Schedule 2" means this Schedule 2 to the Plan.

2. APPLICATION TO THE RULES OF THE PLAN

2.1. Schedule 2 is effective as of the date it is approved by the board of directors. The rules of the Plan will apply to Awards that are subject to this Schedule 2, save as those rules are amended by this Schedule 2.

3. AWARDS

• 3.1. If a Participant to whom an Award has been granted becomes a California Participant in connection with an Award after the Date of Grant, the terms of the Award will be construed as if it had been granted subject to the rules of the Plan as varied by this Schedule 2.
• 3.2. The Participant will be notified of any changes to their Award as soon as possible thereafter.

4. SHAREHOLDER APPROVAL

4.1. This Schedule 2 must be approved by majority of the shareholders within 12 months of the first Award grant to a California Participant.

5. PLAN LIMIT

• 5.1. The following new Rule 2.1A will be added after the end of Rule 2.1:
  • "Rule 2.1A Subject to the limit set out in Rule 2.1, the total number of Shares that may be received by California Participants pursuant to Awards granted under the Plan, in the aggregate, is limited to 12,409,517 (the "CA Authorised Share Limit"). The number of Shares which are subject to Awards held by California Participants which are outstanding at any time shall not exceed the number of Shares which then remain available for issuance under the Plan. Shares subject to Awards that are cancelled, forfeited, settled in cash or expire by their terms will not be counted against the CA Authorised Share Limit."

6. RIGHTS TO EXERCISE AN OPTION

• 6.1. The following new rule 10.1A will be added to Rule 10.1:
  • "10.1A Notwithstanding the foregoing, unless a California Participant's employment is terminated for cause, as determined by the Company in accordance with California law, a California Participant shall have the right to exercise an Option:
    • a) for at least six months from the Cessation Date if such cessation was due to the California Participant's death;
    • b) for at least six months from the Cessation Date if such cessation was due to the California Participant's disability; and
    • c) for at least 30 days from the Cessation Date if such cessation was for any reason other than death or disability,

but in no event later than the expiry of the Option Period and in each case notwithstanding any shorter period provided for Option exercise within the rules of the Plan."

7. MALUS AND CLAWBACK

7.1 Rule 13 will not apply to Awards granted to Californian Participants to the extent that it would be unenforceable in California, pursuant to Cal. Lab. Code §221 or otherwise.

8. ADJUSTMENTS

8.1. The following wording will be added to the end of rule 14.1:

"Notwithstanding the foregoing, the number and/or the description of Shares subject to an Award granted to California Participants and/or the Award Price of an Award granted to California Participants will be proportionately adjusted in the event of any variation of the ordinary share capital of the Company including a stock split, reverse stock split, stock dividend, recapitalization, combination, reclassification or distribution of the Shares."

SCHEDULE 3 – US AWARDS – AWARDS WITHIN THE SHORT-TERM DEFERRAL EXEMPTION TO SECTION 409A

The purpose of this Schedule to the Kainos Group Performance Share Plan is to vary certain of the provisions of the Plan in their application to US Taxpayers (as defined below).

The Board may determine on the Date of Grant that an Award will be granted under these Rules subject to the terms set out in this Schedule. Awards granted under this Schedule are intended to fall within the "short-term deferral" exemption to section 409A, and all Awards subject to this Schedule shall be administered and interpreted in a manner that complies with this intention.

Where there is any conflict between the rules of the Plan and this Schedule, the terms of this Schedule will prevail.

1. DEFINITIONS AND AN INTERPRETATION

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

"Code" means the US Internal Revenue Code of 1986, as amended from time to time, and the regulations thereunder;

"Option Period" means, in relation to an Option, the period commencing on the date when the Option Vests in accordance with these Rules and ending on 31 December of the year in which the Option Vests or such earlier date as the Committee shall specify in the Award Certificate at the Date of Grant;

"section 409A" means section 409A of the Code; and

"US Taxpayer" means a participant who is or who may become subject to a US tax or social security contribution liability in connection with an Award.

2. PARTICIPANT BECOMES A US TAXPAYER

2.1 If a participant to whom an Award has been granted becomes subject to any US tax or social security contributions liability in connection with the Award after the Date of Grant and before it Vests, unless the Board determines otherwise, the Award shall be subject to these Rules as varied by this Schedule.

3 GRANT OF AWARDS

• 3.1 No additional term or condition which may delay: (i) the exercise of an Option beyond 31 December of the year in which the Option Vests; or (ii) the settlement of a Conditional Share Award (in Shares or in cash) beyond 15 March following the end of the calendar year in which the Conditional Share Award Vests, may be imposed on the grant of an Award.
• 3.2 A CSOP Option may not be granted to any US Taxpayer.
• 3.3 A CSOP Option granted to a Participant who becomes a US Taxpayer will be converted to the extent possible so that it is not subject to the requirements of section 409A.
• 3.4 Awards may not be satisfied with Shares held within a Trust.

4 AWARD PRICE AND TAX

4.1 The following new Rule 4.2.4 shall be added to Rule 4.2:

"4.2.4 Notwithstanding Rules 4.2.1 or 4.2.2 or any condition imposed under 4.2.2, the Vesting of an

Award may only be delayed pursuant to Rules 4.2.1 or 4.2.2 (or such condition) to the extent that the Award continues to be exempt from the requirements of section 409A under the shortterm deferral exemption."

5 VESTING OF AWARDS AND EXERCISE OF OPTIONS

• 5.1 The following new Rule 8.1 shall apply in substitution for Rule 8.1:
  • "8.1 Vesting

Subject to Rules 8.3, 10 and 11, an Award shall Vest on the date which is the later of:

• 8.1.1 the date on which the Committee determines that any Performance Condition has been met in whole or in part and the extent to which the Award Vests in accordance with that Performance Condition;
• 8.1.2 the date on which all other conditions which relate to that Award are satisfied or cease to have effect;
• 8.1.3 the date on which the Committee determines whether any adjustment to the Vesting of an Award should be made pursuant to Rule 6.4; and
• 8.1.4 the date (if any) specified in the Award Certificate which shall not (unless the Committee in its discretion determines otherwise) be earlier than the third anniversary of the Date of Grant (unless the Committee in its discretion determines at the Date of Grant that there are exceptional circumstances justifying an earlier Vesting Date),

In the case of an Option, the Option shall be exercised in accordance with Rule 8.5."

5.2 The following words shall be inserted in Rule 8.3.1 between "Rule 8.1" and the ",":

"but subject to Rule 8.3.1A"

• 5.3 The following new Rule 8.3.1A shall be added to Rule 8.3:
  • "8.3.1A The Vesting of an Award shall not be delayed pursuant to Rule 8.3.1 beyond 31 December of the year in which the Award would, but for Rule 8.3.1, have Vested."
• 5.4 The following new Rule 8.5 shall apply in substitution for Rule 8.5:
  • "8.5 If an Option is not an All-Employee SIP Award, the exercise of an Option in whole or in part (and if in part, on more than one occasion) shall be effected by the Participant delivering to the Company Secretary or to such other person on their behalf:
    • 8.5.2 a duly completed and signed Notice of Exercise; and
    • 8.5.3 payment in full (in such form as is acceptable to the Committee) of the Award Price.

If an Option is an All-Employee SIP Award, an Option shall be automatically exercised on behalf of a Participant on the dealing day immediately following the Vesting Date and the Participant shall be deemed to have instructed the Company to sell sufficient of the Shares to which the Participant is beneficially entitled following exercise of the Option to meet any Tax Liability and Award Price, or to enter into other arrangements for the satisfaction of such liabilities.

In either case, and notwithstanding any other Rule of the Plan, an Option must be exercised before the expiry of the Option Period."

• 5.5 Rule 8.6 shall not apply to any Award subject to this Schedule.
• 5.6 The following new Rule 8.7.1 shall apply in substitution for Rule 8.7.1:
  • "8.7.1 Subject to Rule 8.3.2, the Board shall within 30 business days of valid exercise of an Option or Vesting of a Conditional Share Award, and in the case of a Conditional Share Award and where relevant, payment of the Award Price, issue, transfer to or procure the transfer or issue to the Participant of the number of Shares which have Vested. Where any Dealing Code prohibits the transfer of the Shares during such 30 day period, such 30 day period shall be extended by the number of days (plus three further days) during which the prohibition applies, provided that, in the case of a Conditional Share Award, such Shares must be delivered by 15 March of the year following the year in which the Award Vests."
• 5.7 Notwithstanding any action required pursuant to Rule 8.7.2, the delivery of Shares pursuant to an Award must take place by 15 March following the year in which the Award Vests.

6 CESSATION OF EMPLOYMENT

• 6.1 The following new Rule 10.1.1 shall apply in substitution for Rule 10.1.1:
  • "10.1.1 Vesting permitted²

If a Participant ceases to be a director or employee of any Member of the Group as a result of:

• 10.1.1.1 death;
• 10.1.1.2 ill health (as established to the satisfaction of the Committee);
• 10.1.1.3 injury or disability (as established to the satisfaction of the Committee); or
• 10.1.1.4 by reason only that:
  • (a) their office or employment is in a company of which the Company ceases to have Control; or
  • (b) their office or employment relates to a business or part of a business which is transferred to a person which is not a Group Company, or
• 10.1.1.5 for any other reason if the Committee so decides before an Award has Vested, such Award shall Vest as soon as reasonably practicable following the point at which it ceases to be subject to a substantial risk of forfeiture (as defined in section 409A).

In the case of an Option, the Option may, subject to Rule 8.5, be exercised, to the extent to which it Vests, at any time during the period of:

² This rule has been amended to remove "retirement" as an automatic good leaver provision. It is not possible to treat a retiree a as good leaver under the discretion available to the Committee other than in rare cases If this discretion is used, the reasons for doing so should be documented to evidence the rare nature of the decision.

• (a) six months following the Vesting Date (or such longer period as the Committee determines), but in any case no later than the expiry of the Option Period; or
• (b) 12 months following the Vesting Date in the case of the death of the Participant,

and in either case subject to Rule 8.8.

• 6.2 The following new Rule 10.1.2.1 shall apply in substitution for Rule 10.1.2.1:
  • "10.1.2.1 the Committee shall determine the extent to which any Performance Condition applicable to that Award has been satisfied in accordance with Rule 6.2 and 6.3, whether any adjustment should be made in accordance with Rule 6.4; and"

6.3 Rule 10.1.3 shall not apply to any Award subject to this Schedule.

Notwithstanding Rule 10.5.2, the delivery of Shares pursuant to an Award must take place by 15 March following the year in which the Award Vests. a

7 CHANGE OF CONTROL, RECONSTRUCTION AND OTHER CORPORATE EVENTS

• 7.1 The following new Rule 11.1.5.3 shall be added to Rule 11.1.5:
  • "11.1.5.3 Any exchange of an Award under Rule 11.1.5 shall be effective only to the extent that the new award continues to be exempt from the requirements of section 409A under the short-term deferral exemption."
• 7.2 The following wording in Rule 11.1.6.2 shall be deleted:

"and to the extent not so exercised the Option shall lapse."

and shall be replaced with:

"and in any event, subject to the expiry of the Option Period and to the extent not so exercised the Option shall lapse."

7.3 The following wording shall be added to the end of Rule 11.2:

"Any variation or alteration made pursuant to this Rule 11.2 shall only be effective to the extent that the varied or altered Award continues to be exempt from the requirements of section 409A under the short-term deferral exemption."

8 ALTERATIONS TO THE PLAN

• 8.1 The following new Rule 15.6 shall be added to Rule 15:
  • "15.6 Any amendment made under this Rule 15 shall only be effective to the extent the amended Award continues to be exempt from the requirements of section 409A under the short-term deferral exemption."

SCHEDULE 4 – CASH AWARDS

• 1. The rules of the Kainos Group Performance Share Plan will apply to a right to receive a cash sum granted under this Schedule 4 as if it was either a Conditional Share Award (a "Cash Conditional Award") or an Option (a "Cash Option"), except as set out in this Schedule 4. Where there is any conflict between the rules of the Plan and this Schedule 4, the terms of this Schedule 4 will prevail.
• 1. Each Cash Conditional Award or Cash Option will relate to a certain number of notional Shares.
• 1. On the Vesting of a Cash Conditional Award or the exercise of a Cash Option the Participant will be entitled to receive a cash sum, calculated on the following basis:
  2. 3.1. in the case of a Cash Conditional Award, the cash sum will be equal to the market value (as determined by the Committee) on the Vesting Date of the notional Shares in respect of which the Cash Conditional Award Vests, less the Award Price (if any); and
  3. 3.2. in the case of a Cash Option, the cash sum will be equal to the market value (as determined by the Committee) on the date of exercise of the notional Shares in respect of which the Cash Option is exercised less the Award Price (if any).
• 1. The cash sum payable under paragraph 3 above will be paid to the participant within 30 days after the Vesting of the Cash Conditional Award or the exercise of the Cash Option, net of any Relevant Employee's Tax Liability as may be required by law.
• 1. Unless the Committee determines otherwise on or before the Date of Grant of a Cash Conditional Award or a Cash Option, the Committee may, at any time prior to the date on which the cash sum becomes payable under paragraph 3 above, determine that a Cash Conditional Award or a Cash Option will be converted into a Conditional Share Award or an Option under the Rules of the Plan over the same number of Shares as the number of notional Shares to which the Cash Conditional Award or Cash Option relates.