Aptitude Software Group PLC

Remuneration Information • May 12, 2023

Eversheds LLP One Wood Street London EC2V 7WS United Kingdom

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Rules of the Aptitude Software Group Plc Performance Share Plan 2016 (formerly known as the Microgen Plc Performance Share Plan 2016)

Adopted on 13 July 2016

Expires on 13 July 202624 April 2027

Amended by resolution of the Board on 24 April 2017

Approved by shareholders on 24 April 2017

Amended by resolution of the Board on 29 September 2017

Amended by resolution of the Board on 28 April 2020

Amendment to rule 3.7 approved by shareholders on 28 April 2020 and adopted by the Board on 28 April 2020

Amended by resolution of the Board on 27 July 2020

Amendment to rule 3.7 approved by shareholders on [17] [May] 2023 and adopted by the Board on [17] [May] 2023

INTERPRETATION1
COMMITTEE MAY AUTHORISE THE GRANT OF AWARDS 6
RESTRICTIONS ON THE GRANTING OF AWARDS 7
GRANT OF AWARDS 8
PERFORMANCE CONDITION AND ADJUSTMENT OF VESTING 10
DIVIDEND EQUIVALENT 11
EXERCISE OF AWARDS 11
CASH EQUIVALENT13
TAXATION 13
RESTRICTIONS UPON THE EXERCISE OF AWARDS AND LAPSE OF AWARDS 14
CESSATION OF EMPLOYMENT 14
CHANGE IN CONTROL, LIQUIDATION AND DEMERGER16
ADJUSTMENT OF AWARDS 18
PRO-RATING OF AWARDS ON EARLY VESTING18
CLAWBACK AND MALUS18
SHARE OWNERSHIP GUIDELINES: RETENTION OF SHARES 20
COSTS20
ADMINISTRATION 20
GENERAL 21
AMENDMENTS TO THESE RULES 22
OVERSEAS EMPLOYEES22
DATA PROTECTION23

RULES

of the

APTITUDE SOFTWARE GROUP PLC PERFORMANCE SHARE PLAN 2016¹

1. INTERPRETATION

In these Rules:

1.1 the following expressions have the following meanings unless inconsistent with the context:

"Adoption Date"	of the Board	the date on which the Plan is adopted by a resolution
"Award"	Conditional	an Option or a Conditional Award (or a Cash Award or Cash Option granted under Schedule 1 to the Plan)
"Award Certificate"		a certificate issued in accordance with Rule 4.4
"Award Date"	the case may be	in respect of any Award, the date upon which that Award is granted by the Grantor or the Company, as
"Award Holder"	person,	a person holding an Award or, where the context so requires, the legal personal representatives of such a and in the context of Rule 15 only, shall include a person who has at any time held an Award
"Balancing Payment"	such Rule 15.4	amount as is determined in accordance with
"Base Salary"	the basic annual salary of an Eligible Employee under his contract of employment with the Company or any Subsidiary excluding, for the avoidance of doubt, any of the following:
	(a)	any expenses, the provision of living accommodation or any other form of allowances or benefits;
	(b)	benefits in kind;
	(c)	bonuses;
	(d)	share options and any other share incentive award; and
	(e)	employer's pension contributions
"Board"	the board meeting committee	of directors for the time being of the Company or the directors present at a duly convened of the directors or a duly appointed of the board of directors at which a quorum is present

¹ Formerly known as the Microgen Plc Performance Share Plan 2016

"Committee"	the remuneration committee of the Board
"Company"	Aptitude Software Group Plc2 (registered number 01602662)
"Conditional Award"	subject to Rule 8, a right to receive Shares for nil cost, granted subject to the Rules to an Eligible Employee in accordance with Rule 4 of the Plan and for the time being subsisting (or, where the context so requires, a right to receive Shares so to be granted)
"Control"	the meaning given to that term by section 995 of the Income Tax Act 2007 and "Controlled" shall be construed accordingly
"Dealing Day"	a day on which the London Stock Exchange is open for the transaction of business
"Eligible Employee"	any individual who, at the relevant date, is an employee (including an executive director) of any company within the Group
"Employee Tax Liability"	all income tax and/or employee's social security charges and employee's national insurance contributions howsoever and wheresoever imposed for which a company in the Group (or any other person who, at the relevant time, is the employer of the Eligible Employee) is obliged to account to a Tax Authority
"Excess Shares"	in respect of an Award to which Rule 15.3 applies, the number of Shares over which the Award would not be, or would not have been, capable of Vesting but for the relevant circumstance, such number of Shares being determined by the Committee in its absolute discretion
"Exercise Period"	in respect of an Award in the form of an Option:
	(a) the period commencing on the Vesting Date and ending on the day immediately before the tenth anniversary of the Award Date; or
	(b) such shorter period as may be determined by the Committee in its absolute discretion as at the Award Date; or
	(c) if the Award Holder, having not previously exercised the Award, shall be prevented from so doing on the last day of the periods set out above by virtue of Rule 10.1, the period ending 21 days after the first day on which the Award Holder is no longer so prevented
"Financial Year"	a financial year of the Company (as determined in accordance with the provisions of section 390 of the

²² Formerly known as Microgen Plc

Companies Act 2006)

"General Offer"	a general offer to acquire the whole or part of the issued ordinary share capital of the Company (or such part of such capital as is not then owned by the offeror or any company Controlled by the offeror and/or any persons acting In Concert with the offeror) as a result of which the offeror (or any such companies and/or such persons) may gain Control of the Company
"Grantor"	the trustee or trustees of an employee benefit trust established by the Company, the beneficiaries of which include employees of the Group
"Group"	the Company and all of the Subsidiaries for the time being or, where the context so requires, any one or

"In Concert" the meaning given to that term in The City Code on Takeovers and Mergers as amended from time to time

more of them

"Issue or Reorganisation" any capitalisation issue or rights issue (other than an issue of shares following 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, subdivision or reduction of capital of the Company

"ITEPA" the Income Tax (Earnings and Pensions) Act 2003

"London Stock Exchange" London Stock Exchange plc or any successor body thereto

"Market Value" in respect of any date in question:

• (a) if the Shares are for the time being admitted to trading on the Official List of the UK Listing Authority, the average closing share price for a Share as derived from the Official List for the three consecutive Dealing Days immediately preceding that date, or such other price as may be specified by the Committee; or
• (b) if the condition referred to in paragraph (a) of this definition is not satisfied, the market value of a Share as at the date concerned as determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992
• "Normal Vesting Date" (a) in respect of an Award which is subject to a performance condition in accordance with Rule 5 the date on which the Committee determines the extent to which the performance condition has been satisfied in accordance with Rule 7.1 (or such later date determined by the Committee); and
  • (b) in respect of an Award which is not subject to a performance condition, the third anniversary

of the Award Date (or such other date determined by the Committee)

"Option" subject to Rule 8, a right to acquire Shares for nil cost or for a price per Share equal to the nominal value of a Share, granted subject to the Rules to an Eligible Employee in accordance with Rule 4 of the Plan and for the time being subsisting (or, where the context so requires, a right to acquire Shares so to be granted)

• "Other Award" means:
  • (a) an option or award in respect of Shares or cash held by an Award Holder under any incentive arrangement in which such Award Holder participates other than an Award made under the Plan; and
  • (b) any payment to be made to an Award Holder
• "Other Discretionary Scheme" any Other Employees' Scheme other than a share incentive plan which complies with the provisions of Schedule 2 to ITEPA, a savings-related share option scheme which complies with the provisions of Schedule 3 to ITEPA or any other share option scheme of the Company which is linked to a contractual or other savings scheme
• "Other Employees' Scheme" any employees' share scheme (within the meaning of section 1166 of the Companies Act 2006) adopted by the Company enabling directors or employees of any company in the Group, or trustees on behalf of such directors or employees, to acquire Shares, other than the Plan
• "Performance Period" in respect of an Award, the period over which any condition imposed upon the grant of that Award in accordance with Rule 5 is to be measured as specified in the Award Certificate relating to such Award provided that such period is not less than 3 years long
• "Permitted Grant Period" (a) the period of 42 days commencing on (i) the date on which the Plan is approved by the Company's shareholders in general meeting, or (ii) the Dealing Day immediately following the date of the announcement of the Company's results for any period; or
  • (b) any other time fixed by the Committee where, in the absolute discretion of the Committee, the circumstances are considered to be so exceptional as to justify the grant of an Award

"Plan"	the Aptitude Software Group Plc Performance Share
	Plan 20163 established by the adoption of these Rules
	and as from time to time amended in accordance with
	the provisions of these Rules

"Post-Employment Shareholding Requirement" means any requirement, guideline or policy determined by the Committee from time to time pursuant to which a person must hold Shares following their ceasing to hold office or employment with any company in the Group;

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

"Relevant Financial Year" the Financial Year during which the Award Date falls

"Share Dealing Code" (a) the European Union Market Abuse Regulation (596/2014/EU) and any accompanying implementation measures and guidance, or

• (b) any other statute, directive, order or regulation imposing a restriction on dealings in securities, or
• (c) any dealing code adopted by the Company from time to time,

in each case as amended or replaced from time to time

• "Shares" fully paid ordinary shares (of whatever class) in the capital of the Company or, as the context may require, shares for the time being representing the same in consequence of any Issue or Reorganisation
• "Subsidiary" any subsidiary of the Company within the meaning of section 1159 of the Companies Act 2006 over which the Company has Control
• "Takeover" following a General Offer, the unconditional acquisition of Control of the Company by the offeror (or any company Controlled by the offeror and/or any persons acting In Concert with the offeror)

"Takeover Date" the date on which a Takeover happens

"Tax Authority" HM Revenue & Customs or, in relation to any Award Holder or Eligible Employee who is subject to taxation in a jurisdiction outside the United Kingdom, any other equivalent body or fiscal authority competent to collect or impose taxes in the relevant jurisdiction concerned

"Treasury Shares" qualifying shares to which sections 724 to 732 of the Companies Act 2006 apply

³ Formerly known as the Microgen Plc Performance Share Plan 2016

• "UK Listing Authority" the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 and in the exercise of its functions in respect of the admission to the Official List in accordance with Part VI of the Financial Services and Markets Act 2000
• "Vest" (a) in relation to a Conditional Award, the point at which an Award Holder becomes entitled to receive Shares under his Award in accordance with the Rules of the Plan; and
  • (b) in relation to an Option, the point at which it becomes capable of exercise in accordance with the Rules of the Plan,

and "Vested" and "Unvested" shall be construed accordingly

"Vesting Date"	in respect of an Award, the date on which it Vests
----------------	----------------------------------------------------

"Vesting Period" in respect of an Award, the period commencing on the Award Date and ending on the Normal Vesting Date (inclusive);

• 1.2 references to any statutory provisions will, where the context so admits or requires, be construed as including references to the corresponding provisions of any earlier statute (whether repealed or not) directly or indirectly amended, consolidated, extended or replaced by those provisions (or re-enacted in those provisions) and of any subsequent statute in force at any relevant time directly or indirectly amending, consolidating, extending, replacing or re-enacting the same and will include any orders, regulations, instruments or other subordinate legislation made under the relevant statute;
• 1.3 any reference to a Rule is a reference to a rule of this Plan;
• 1.4 unless the context requires otherwise, words importing the singular shall also include the plural and vice versa, any reference to the masculine shall include the feminine as the context shall admit or require and any reference to a person shall include incorporated and unincorporated bodies;
• 1.5 any reference to "income tax and/or employee's national insurance" shall, in the context of any Award Holder who is resident in any jurisdiction outside the United Kingdom, include a reference to any taxation or social security payable in that other jurisdiction which is equivalent or similar to income tax and employee's national insurance;
• 1.6 any reference to "employer's national insurance" shall, in the context of any Award Holder who is resident in any jurisdiction outside the United Kingdom, include a reference to any taxation or social security payable in that other jurisdiction which is equivalent or similar to employer's national insurance; and
• 1.7 the descriptive headings to Rules are inserted for convenience only, have no legal effect and shall be ignored in the interpretation of these Rules.

2. COMMITTEE MAY AUTHORISE THE GRANT OF AWARDS

• 2.1 The Committee is empowered (with effect from the Adoption Date) to authorise the grant of Awards by the Company or a Grantor to Eligible Employees in accordance with these Rules.
• 2.2 Each Award granted to an Eligible Employee who is an Executive Director of the Company must (and any Award granted to an Eligible Employee who is not an Executive Director of the Company may) be subject to a "holding period" which is consistent with the Company's

Directors' Remuneration Policy as approved by shareholders from time to time. This "holding period" may apply on the basis that:

• (a) the Normal Vesting Date for the Award is no earlier than the second anniversary of the date on which the Committee determines the extent to which the performance condition has been satisfied in accordance with Rule 7.1 (or such earlier date as the Committee may determine in the case of an Eligible Employee who is not an Executive Director of the Company); or
• (b) the Award Holder may acquire on or after the Normal Vesting Date Shares in respect of which the Award Vests, but that other than as regards any disposal of Shares to satisfy any Employee Tax Liability, no Shares may be disposed of until the second anniversary of the date on which the Committee determines the extent to which the performance condition has been satisfied in accordance with Rule 7 1 (or such earlier date as the Committee may determine in the case of an Eligible Employee who is not an Executive Director of the Company).

3. RESTRICTIONS ON THE GRANTING OF AWARDS

• 3.1 Awards may be granted to an Eligible Employee during a Permitted Grant Period provided that if, by reason of a Share Dealing Code or any statute or any regulation or order made thereunder or any governmental directive, the Company shall be restricted from granting Awards within such Permitted Grant Period, Awards may be granted within the period of 42 days commencing with the lifting of such restrictions.
• 3.2 No Award shall be granted more than ten years after the approval of the Plan by the Company's shareholders in general meeting.
• 3.3 Subject to Rules 3.5 and 3.6, no Award shall be granted if immediately following the grant of such Award the aggregate nominal value of the ordinary shares in the Company:
  • 3.3.1 issued or then capable of being issued pursuant to Awards granted under the Plan within the immediately preceding period of ten years; and
  • 3.3.2 issued or then capable of being issued pursuant to options granted or rights obtained in such ten year period under any Other Employees' Scheme,

would exceed 10 per cent of the nominal value of the ordinary share capital of the Company at that time in issue.

• 3.4 Subject to Rules 3.5 and 3.6, no Award shall be granted if immediately following the grant of such Award the aggregate nominal value of the ordinary shares in the Company:
  • 3.4.1 issued or then capable of being issued pursuant to Awards granted under the Plan within the immediately preceding period of ten years; and
  • 3.4.2 issued or then capable of being issued pursuant to options granted or rights obtained in such ten year period under any Other Discretionary Scheme,

would exceed 5 per cent. of the nominal value of the ordinary share capital of the Company at that time in issue.

• 3.5 For the purposes of Rules 3.3 and 3.4, Shares which have been acquired (or may be acquired) pursuant to:
  • 3.5.1 an Award granted under the Plan;
  • 3.5.2 in the case of Rule 3.3 an option or other right granted by any person under any Other Employees' Scheme; and/or
  • 3.5.3 in the case of Rule 3.4, an option or other right granted by a person under any Other Discretionary Scheme,

shall only count as "issued or then capable of being issued" to the extent that the Shares that were (or are) subject to any such Award, option or other right were issued (or there is an intention for them to be issued) by the Company to any other person for the purposes of the Plan or any Other Employees' Scheme.

• 3.6 For the purposes of Rules 3.3 and 3.4, Shares which were the subject of an option or other right (whether granted under the Plan or otherwise) which has lapsed or been surrendered, or which has been settled otherwise than by the issue or transfer of Shares, shall not count towards the limits set out therein.
• 3.7 No Award may be granted to an Eligible Employee in respect of a Financial Year if the sum of:
  • 3.7.1 the aggregate Market Value (as at the Award Date) of the Shares subject to that Award; and
  • 3.7.2 the aggregate Market Value of the Shares subject to any Award granted to such Eligible Employee in respect of the Relevantthat Financial Year under the Plan (and, for these purposes, the Market Value shall be the Market Value as at the date on which such other Award was granted),

exceeds 125 150 per cent. of the Eligible Employee's Base Salary as at the Award Date, or 200 per cent. in circumstances which the Committee, in its absolute discretion, considers to be sufficiently exceptional to justify an Award or Awards in excess of 125 150 per cent. of Base Salary. For the purposes of this Rule 3.7, the Market Value of any Shares which were subject to an Award which has been surrendered shall not count towards the limits set out herein.

3.8 No Award shall be granted to an Eligible Employee at a time when such grant to such Eligible Employee would be in breach of a Share Dealing Code.

4. GRANT OF AWARDS

• 4.1 Subject to Rule 3, the Committee may (if in its absolute discretion it so decides) authorise the Company or Grantor to grant an Award to an Eligible Employee.
• 4.2 Subject as otherwise provided in these Rules, the Committee shall have an absolute discretion in determining (inter alia):
  • 4.2.1 when to grant Awards;
  • 4.2.2 to whom to grant Awards;
  • 4.2.3 whether an Award shall take the form of a Conditional Award or an Option;
  • 4.2.4 in the case of an Award taking the form of an Option, whether the Shares subject to the Option can be acquired for nil cost or for a price per Share equal to the nominal value of a Share;
  • 4.2.5 the number of Shares over which each Award is to subsist;
  • 4.2.6 the Normal Vesting Date of an Award;
  • 4.2.7 the Exercise Period of an Option;
  • 4.2.8 whether any the performance conditions are to be imposed in respect of the Award and if so what those performance conditions are;
  • 4.2.9 whether it shall be a condition of Vesting or exercise that the Award Holder will be responsible for paying any employer's national insurance contributions payable as a result of or in connection with the Vesting or exercise of the Award; and
• 4.2.10 any other conditions to which the Vesting or exercise of an Award is subject, as determined by the Committee.
• 4.3 No person shall be entitled as of right to be granted any Award.
• 4.4 Each Award shall be granted by the execution and delivery by the Company or Grantor (as the case may be), of a deed of grant recording its intention to grant the Award. No consideration shall be payable by any Eligible Employee in respect of the grant of an Award to him. As soon as reasonably practicable after an Award has been granted, the Company or Grantor (as the case may be), shall issue an Award Certificate to each Award Holder. The Award Certificate shall specify (amongst other things) the following (but shall otherwise be in such form as the Committee may from time to time determine):
  • 4.4.1 the Award Date of the Award;
  • 4.4.2 the number of Shares over which the Award subsists;
  • 4.4.3 whether the Award is a Conditional Award or an Option;
  • 4.4.4 any performance conditions imposed in accordance with Rule 5;
  • 4.4.5 the Normal Vesting Date;
  • 4.4.6 in the case of an Option the Exercise Period and whether the Shares subject to the Option can be acquired for nil cost or for a price per Share equal to the nominal value of a Share;
  • 4.4.7 the fact that the Award may be renounced as provided in Rule 4.5;
  • 4.4.8 if the Committee has determined in accordance with Rule 4.2.9 that it shall be a condition of exercise that the Award Holder will be responsible for any employer's national insurance contributions which may arise on Vesting or exercise of the Award, that the Award is subject to such a condition;
  • 4.4.9 the fact that Rule 15 may be applied in certain circumstances to recover value that the Award Holder receives under the Plan or otherwise;
  • 4.4.10 where the Committee so determines, such obligations on the part of the Award Holder as shall be deemed necessary to comply with any securities or tax laws or other regulatory issues which may apply to the Group, the Award Holder or any other person; and
  • 4.4.11 any other conditions to which the Vesting or exercise of an Award is subject.

In the event of any Award Holder losing his Award Certificate, the Company or Grantor (as the case may be), shall as soon as reasonably practicable after receipt of notice of such loss together, if it so requires, with an indemnity from the Award Holder in respect of any liability of the Company or Grantor (as the case may be) arising as a consequence of such loss (in such form as the Company or Grantor may request) issue or procure the issue to the Award Holder of a duplicate of such Award Certificate and any reference in these Rules to an Award Certificate shall include a reference to such a duplicate. Where an Award is exercised in part the Company or Grantor (as the case may be) shall, at its discretion, endorse or procure the endorsement of the Award Certificate as to such partial exercise or issue, or procure the issue of, a new Award Certificate in respect of the balance of the Award.

4.5 Any Eligible Employee to whom an Award is granted may, by notice in writing to the Company or Grantor (as the case may be) given within 30 days after the Award Date, renounce in whole or in part his rights under the Award. In such a case, the Award shall to the extent renounced be treated, for all purposes of the Plan, as never having been granted and (if already issued) an Award Certificate shall be returned to the Company or Grantor (as the case may be) for cancellation or, in the case of renunciation in part, for

amendment. No consideration shall be payable by the Company or Grantor for any such renunciation.

4.6 An Award shall be personal to the Eligible Employee to whom it is granted and, except to the extent necessary to enable a personal representative to exercise the Award following the death of an Award Holder, shall not be transferable or assignable. An Award shall not be charged, pledged or otherwise encumbered and any purported assignment, charge, disposal or dealing with the rights and interest of the Award Holder under the Plan shall render the Award void.

5. PERFORMANCE CONDITION AND ADJUSTMENT OF VESTING

• 5.1 In addition to any other conditions in any of these Rules, Awards may be granted subject to such performance conditions as the Committee may determine, provided that Awards granted to executive directors of the Company will always be subject to performance conditions. Such performance conditions may relate to the achievement of a target by the Company or by any other member of the Group.
• 5.2 Any condition imposed on an Award in accordance with Rule 5.1 may provide that the Award shall Vest in respect of a given number or proportion of Shares comprised therein according to whether, and the extent to which, such condition is met.
• 5.3 Subject to Rules 5.4 and 5.5, any condition imposed in accordance with Rule 5.1 on the grant of an Award may only be amended or replaced by the Committee:
  • 5.3.1 on the occurrence of a specific event or events which are fixed by the Committee on the grant of such Award and which were set out in the relevant Award Certificate; and/or
  • 5.3.2 on the occurrence of any other event or events which causes the Committee reasonably to consider that such condition should be amended or that a different condition would be a fairer measure of the performance of the Company or any other member of the Group (as the case may be).
• 5.4 The amendment of any condition in accordance with Rule 5.3 may take such form as the Committee, in its absolute discretion (subject, in the case of Awards granted by the Grantor, to the prior written consent of the Grantor), deems fit save that such amendment may not cause the condition to be materially less difficult to meet or achieve than the original condition prior to such amendment. The Committee shall have absolute discretion in determining whether or not the amendment of a condition made in accordance with Rule 5.3 causes the condition to be less difficult to meet or achieve than the original condition prior to such amendment. As soon as reasonably practicable after the Committee has exercised its power to amend or replace any condition in relation to an Award in accordance with Rule 5.3, it shall notify the Award Holder concerned of such amendment or replacement and the relevant Award shall be subject to the condition as amended or replaced.
• 5.5 If an Award which is subject to a performance condition Vests prior to the end of the Performance Period relating to that Award, the Committee shall assess the conditions imposed pursuant to Rule 5.1 (as amended if relevant under Rule 5.3) on such modified basis as it reasonably thinks fit. Any condition which is modified in accordance with this Rule 5.5 shall only be modified in such a way as is, in the reasonable opinion of the Committee, fair and reasonable having regard to the abbreviated Performance Period and in such a way as may not cause the modified condition to be materially more difficult to meet or achieve than the original condition prior to such modification.
• 5.6 Notwithstanding any other provision in these Rules, the extent to which any condition imposed on an Award under this Rule 5 has been satisfied shall be determined by the Committee. To the extent to which any condition imposed on an Award in accordance with this Rule 5 has not been satisfied, such Award shall, save as provided for by Rule 5.8, lapse with immediate effect.
• 5.7 Notwithstanding any other Rule, no Award shall Vest until the Committee has undertaken an assessment in accordance with Rule 5.8.
• 5.8 On or as soon as reasonably practicable following:
  • 5.8.1 in the case of an Award that is subject to a Performance Condition, the date on which the Committee makes its determination as referred to in Rule 7.1; and
  • 5.8.2 in the case of an Award that is not subject to a Performance Condition, the date on which the Award would Vest but for Rule 5.7 and this Rule 5.8,

the Committee may determine whether the extent to which the Award would Vest but for this Rule 5.8 shall be varied if the Committee considers that the Vesting level that would otherwise apply:

• (a) does not reflect the Committee's assessment of performance; or
• (b) is not appropriate in the context of circumstances that were unexpected or unforeseen at the Award Date.

An Award shall lapse to the extent it does not Vest as referred to in Rules 5.6 and 5.8.

6. DIVIDEND EQUIVALENT

• 6.1 The Committee may decide at any time prior to the issue or transfer of the Shares in respect of which an Award Vests that the Award Holder will receive an amount (in cash and/or additional Shares) equal in value to any dividends that would have been paid on those Shares on such terms and over such period (ending no later than the Vesting Date) as the Committee may determine. This amount may assume the reinvestment of dividends (on such basis as the Committee may determine) and may exclude or include special dividends.
• 6.2 Any such amount will be payable within 30 days after Vesting or, in the case of an Option, exercise, of the relevant Award.

7. VESTING AND EXERCISE OF AWARDS

Assessment of performance conditions

7.1 As soon as reasonably practicable after the end of the Performance Period relating to an Award in respect of which a performance condition has been imposed in accordance with Rule 5, the Committee will determine if and to what extent the performance condition has been satisfied and the extent to which that Award shall, subject to Rules 5.7 and 5.8, Vest on the Normal Vesting Date.

Vesting of Conditional Awards

• 7.2 Subject to the satisfaction of any conditions imposed in accordance with Rule 5, to Rules 5.7 and 5.8, and to compliance with these Rules by the Award Holder, a Conditional Award will Vest on the Normal Vesting Date and the Shares in respect of which it has Vested, together with any additional Shares or cash to which the Award Holder becomes entitled under Rule 6 will be issued, transferred or paid (as applicable) to the Award Holder within 30 days thereafter. This Rule 7.2 is subject the remaining provisions of this Rule 7 and to the provisions of Rules 9, 10, 11, 12 and 15.
• 7.3 Where applicable, any issue, transfer or payment referred to in Rule 7.2 shall be subject to such Shares being admitted to trading on the Official List of the UK Listing Authority and to all (if any) necessary consents of HM Treasury or other authorities under enactments or regulations for the time being in force and it shall be the responsibility of the Award Holder to comply with any requirements to be fulfilled in order to obtain or obviate the necessity for any such consent. At the request of an Award Holder the Company or Grantor (as the case may be) may, in its absolute discretion, resolve to allot

and issue or transfer (as the case may be) some or all of the Shares to be acquired on the exercise of an Award to such other person or persons as may be nominated by the Award Holder, provided that the Award Holder is the beneficial owner of such Shares.

7.4 The Committee may make the delivery of any Shares to satisfy the Vesting of a Conditional Award conditional on the Award Holder taking any action (including entering into any agreement) in relation to those Shares reasonably required by the Committee in connection with any Post-Employment Shareholding Requirement.

Exercise of Options

• 7.5 Subject to the satisfaction of any conditions imposed in accordance with Rule 5, to Rules 5.7 and 5.8, and to compliance with these Rules by the Award Holder, an Award in the form of an Option may be exercised (in whole or in part) only at any time during the relevant Exercise Period. This Rule 7.5 is subject to the remaining provisions of this Rule 7 and to the provisions of Rules 9, 10, 11, 12 and 15.
• 7.6 In order to exercise an Option in whole or in part, the Award Holder shall deliver to the Secretary of the Company, or to any person nominated by the Secretary a notice in writing in a form approved by the Committee specifying the number of Shares in respect of which the Award is being exercised and accompanied by payment (or other method of remittance satisfactory to the Committee) of any amount payable for those Shares.
• 7.7 A notice under Rule 7.6 shall take effect on the day it is actually delivered and such day shall constitute for all purposes (except as otherwise specified in Rules 12.3, 12.6 or 12.7) the date of exercise of such Award. The relevant Award Certificate shall also be lodged with the Company although failure so to do shall not invalidate the exercise of the Award. The Company shall keep and make available to Award Holders upon request copies of a form of notice that is suitable for the purpose of exercising an Option.
• 7.8 An Option may be exercised in whole or in part and if exercised in part shall continue to subsist to the extent that it has not been exercised and may be further exercised in whole or in part in accordance with these Rules. The Company or Grantor (as the case may be) shall, following exercise of an Option in part, deliver to the Award Holder the endorsed Award Certificate, or a new Award Certificate, in accordance with Rule 4.4.
• 7.9 Within 30 days of the date of exercise of an Award in the form of an Option, the Shares in respect of which the Option is exercised together with any additional Shares or cash to which the Award Holder becomes entitled under Rule 6 will be issued, transferred or paid (as applicable) to the Award Holder
• 7.10 Where applicable, any issue, transfer or payment referred to in Rule 7.9 shall be subject to such Shares being admitted to trading on the Official List of the UK Listing Authority and to all (if any) necessary consents of HM Treasury or other authorities under enactments or regulations for the time being in force and it shall be the responsibility of the Award Holder to comply with any requirements to be fulfilled in order to obtain or obviate the necessity for any such consent. At the request of an Award Holder the Company or Grantor (as the case may be) may, in its absolute discretion, resolve to allot and issue or transfer (as the case may be) some or all of the Shares to be acquired on the exercise of an Option to such other person or persons as may be nominated by the Award Holder, provided that the Award Holder is the beneficial owner of such Shares.
• 7.11 The Committee may make the delivery of any Shares to satisfy the exercise of an Option conditional on the Award Holder taking any action (including entering into any agreement) in relation to those Shares reasonably required by the Committee in connection with any Post-Employment Shareholding Requirement.

Share rights

7.12 Shares transferred following the Vesting of a Conditional Award or the exercise of an Option shall be transferred without the benefit of any voting or other rights attaching to the Shares by reference to a record date preceding the date of such Vesting or exercise. Shares issued following the Vesting of a Conditional Award or the exercise of an Option shall be issued subject to the Articles of Association of the Company as from time to time amended and shall rank in full for all dividends or other distributions payable to the holders of Shares by reference to a record date occurring on or after the date of allotment and for any rights to be granted to such holders by reference to such a record date. In all other respects the Shares so to be issued shall be identical and rank pari passu with the fully paid registered Shares in issue on the date of such exercise. The Company will (if applicable) make an application to the London Stock Exchange so that upon the issue of Shares upon the Vesting or exercise of an Award (or as soon thereafter as reasonably practicable) such Shares shall be admitted to trading on the Official List of the UK Listing Authority.

• 7.13 While Shares remain to be delivered in respect of any Award granted by the Company, the Company shall keep available sufficient unissued Shares and/or ensure that it has made arrangements to procure the transfer of sufficient issued Shares and/or ensure that it holds sufficient Treasury Shares (as the case may be) to satisfy in full all such Awards.
• 7.14 An Award granted by the Company shall be treated as being an Award to subscribe for the relevant number of Shares over which the Award subsists unless and until the Committee, in its absolute discretion, determines at any time before resolving to allot Shares in respect of such Award that in substitution for the allotment and issue of Shares that it shall procure the transfer of some or all of the Shares over which such Award subsists, or that it shall transfer Treasury Shares, to the relevant Award Holder (or to a person nominated by the relevant Award Holder in accordance with Rule 7.3 or 7.10). Upon the Committee making such a determination the Award (either in whole or in part as the case may be) shall be treated as having been at all times an Award to purchase (and not to subscribe for) the relevant number of Shares as so determined by the Committee or to receive Treasury Shares as so determined by the Committee (as the case may be). If the Committee determines to procure the transfer of the relevant number of Shares or transfer Treasury Shares to an Award Holder in respect of an Award, the obligation to pay stamp duty (if any) on the transfer shall be a liability of the Company.
• 7.15 In the event of a determination pursuant to and in accordance with Rule 7.14, the Shares comprised in the relevant Award (or, as the case may be, the relevant part of the Award) shall not be taken into account for the purposes of the limits contained in Rules 3.3 and 3.4, unless such Shares are Treasury Shares. Treasury Shares that are transferred or to be transferred to satisfy the exercise of Awards are to be regarded as issued or capable of being issued for the purposes of the limits contained in Rules 3.3 and 3.4 until such time as guidelines published by institutional investor representative bodies no longer require Treasury Shares to be so regarded.

8. CASH EQUIVALENT

• 8.1 Notwithstanding anything to the contrary, the Committee may in its absolute discretion (subject to the Grantor's consent, in the case of an Award made by the Grantor), determine that an Award shall not be satisfied by the transfer of Shares but, subject to Rule 8.2, shall be satisfied by the Company or Grantor (as the case may be) paying an amount of cash to the relevant Award Holder which is equal in value to the aggregate Market Value of the Shares which are subject to such Award less, in the case of an Option, any amount that would be payable to acquire those Shares.
• 8.2 Any payment of cash in accordance with Rule 8.1 shall be subject to any and all applicable statutory deductions in respect of any Employee Tax Liability which arises as a result of or in connection with the payment.

9. TAXATION

• 9.1 If an Employee Tax Liability arises as a result of or in connection with the Vesting of a Conditional Award or the exercise of an Option then unless:
  • 9.1.1 the relevant Award Holder has indicated that he will make a payment to the Company of an amount equal to the Employee Tax Liability; and

9.1.2 the Award Holder does, within 7 days of being notified by the Company of the amount of the Employee Tax Liability, make such payment to the Company,

the Company, or if applicable the Grantor, may sell or procure the sale of sufficient of the Shares resulting from the Vesting or exercise of the Award on behalf of the Award Holder and arrange payment to the member of the Group (or other relevant person) on which the Employee Tax Liability falls of an amount equal to the Employee Tax Liability out of the proceeds of sale (by way of reimbursement).

• 9.2 If the Committee determines in accordance with Rule 4.2.9 that it shall be a condition of the Vesting and exercise of the Award in question that the Award Holder is responsible for paying any employer's national insurance contributions payable as a result of or in connection with the Vesting or exercise of that Award then Rule 9.1 shall apply in the same way to such employer's national insurance contributions as though references in that Rule to "Employee Tax Liability" were references to the employer's national insurance contributions due as a result of or in connection with the Vesting or exercise of the Award concerned.
• 9.3 It shall be a condition of Vesting or exercise of an Award that the Award Holder indemnifies the Group and such other company which is the Award Holder's employer on a continuing basis in respect of any Employee Tax Liability arising as a result of or in connection with the exercise of such Award.

10. RESTRICTIONS UPON THE VESTING OR EXERCISE OF AWARDS AND LAPSE OF AWARDS

• 10.1 No Conditional Award shall Vest and no Option shall be capable of exercise in any circumstances when such Vesting or exercise would be in breach of a Share Dealing Code.
• 10.2 In addition to any other provisions of these Rules providing for the lapse of an Award, an Award shall lapse and, if relevant, cease to be exercisable upon the earliest of:
  • 10.2.1 in the case of an Option, the expiry of the Exercise Period relating to that Award;
  • 10.2.2 subject as provided in Rule 12.6, on the commencement of the winding-up of the Company; and
  • 10.2.3 upon a bankruptcy order being made in respect of the Award Holder.

11. CESSATION OF EMPLOYMENT

• 11.1 The provisions of this Rule 11 shall apply if an Award Holder ceases to be an Eligible Employee at any time or gives or is given notice of the termination of his employment with the Group. For the avoidance of doubt, the Vesting and, if relevant, exercise of an Award in accordance with this Rule 11 shall be subject to:
  • 11.1.1 the prior satisfaction of any condition imposed upon the grant of that Award under Rule 5 (after adjustment, if relevant, in accordance with Rule 5.3 or Rule 5.5) and to Rules 5.7 and 5.8;
  • 11.1.2 where the Award Holder ceases to be an Eligible Employee before the end of the Vesting Period relating to that Award, the application of Rule 14; and
  • 11.1.3 the provisions of Rule 15, if such provisions are invoked at any time in respect of the Award Holder concerned.

Death

11.2 If an Award Holder ceases to be an Eligible Employee by reason of his death, any Unvested Award he holds will Vest on the date of cessation unless the Committee determines it shall continue and, subject to Rule 12, Vest on the Normal Vesting Date or on such other date as the Committee shall determine.

11.3 An Award in the form of an Option (whether it Vests under this Rule 11.2 or was already Vested at the date of death) may be exercised by the Award Holder's legal personal representatives, subject as provided in Rule 10, during the period commencing on the date of his death (or, if later, the Vesting Date) and expiring twelve calendar months later. Any Option not exercised at the end of such period shall lapse immediately.

Good Leavers

• 11.4 If an Award Holder ceases to be an Eligible Employee by reason of:
  • 11.4.1 ill-health, injury or disability (all evidenced to the satisfaction of the Committee),
  • 11.4.2 Redundancy,
  • 11.4.3 the company by which he is for the time being employed ceasing to be Controlled by the Company,
  • 11.4.4 a person acquiring the assets and undertaking of the Company or a company Controlled by the Company which would give rise to the transfer of an Award Holder's employment from such company to the other person, or
  • 11.4.5 any other reason, if the Committee in its absolute discretion shall so decide,

any Unvested Award he holds will continue and, subject to Rule 12, Vest on the Normal Vesting Date, unless the Committee determines it shall Vest on the date of cessation (or such later date as the Committee determines).

11.5 An Award in the form of an Option (whether it Vests under Rule 11.4 or was already Vested at the date of cessation) may be exercised during the period commencing on the Vesting Date (or, if the Option has already Vested, on the date on which the Award Holder ceases to be an Eligible Employee, that date) and expiring six calendar months after such date (or at such other date as the Committee shall determine). Any Option not exercised at the end of such period shall lapse immediately.

Other leavers

11.6 If an Award Holder ceases to be an Eligible Employee, or gives or is given notice of termination of employment with the Group, other than in any circumstance mentioned in Rules 11.2 and 11.4, the Award Holder's Awards shall immediately lapse provided that the Committee may exercise its discretion in accordance with Rule 11.4.5 at any time up to the date falling three months after the date of cessation and determine that such Awards shall not lapse but may be exercised in accordance with Rule 11.4.

Meaning of ceasing employment

• 11.7 For the purpose of this Rule 11, an Award Holder shall not be treated as ceasing to be employed by the Company or any Subsidiary until:
  • 11.7.1 the Award Holder ceases to hold employment in the Company or any Subsidiary, or
  • 11.7.2 if the Award Holder is absent from work wholly because of statutory familyrelated leave, the Award Holder notifies his employer of his intention not to return to work or ceases to be entitled to exercise his right to return to work.
• 11.8 Notwithstanding any other provision of this Rule 11 or of Rule 12, where an Option has become exercisable in accordance with this Rule 11 and the provisions of Rule 12

subsequently apply (or vice versa), the period of time allowed for the exercise of the Option shall be the first to expire under this Rule 11 or Rule 12 (as the case may be).

• Leavers – Post-Employment Shareholding Requirement
• 11.9 The Committee may determine that any Award held by an Award Holder after he has ceased to be an Eligible Employee will lapse if the Award Holder fails to abide by any Post-Employment Shareholding Requirement.

12. CHANGE IN CONTROL, LIQUIDATION AND DEMERGER

• 12.1 The provisions of this Rule 12 shall apply if any one or more of the events specified in this Rule 12 occur at any time. For the avoidance of doubt, the Vesting and, if relevant, exercise of an Award in accordance with the provisions of this Rule 12 shall be subject to:
  • 12.1.1 the prior satisfaction of any condition imposed upon the grant of that Award under Rule 5 (after adjustment, if relevant, in accordance with Rule 5.3 or Rule 5.5), unless the Committee shall determine otherwise in its absolute discretion, and to Rules 5.7 and 5.8,;
  • 12.1.2 where one or more of the events specified in this Rule 12 occur before the end of the Vesting Period relating to that Award, the application of Rule 14; and
  • 12.1.3 the provisions of Rule 15, if such provisions are invoked at any time in respect of the Award Holder concerned.
• 12.2 If at any time any person makes a General Offer:
  • 12.2.1 any Unvested Award in the form of a Conditional Award will Vest conditional on the Takeover;
  • 12.2.2 an Award Holder may, subject to Rule 12.3 and subject as otherwise provided in Rule 10, exercise any Option then held by him during the period commencing on the date of such offer and expiring six calendar months from the Takeover Date (and any Option not exercised at the end of such period will lapse immediately); and
  • 12.2.3 forthwith upon such an offer being posted to shareholders, the Committee shall notify Award Holders of such offer and shall use its reasonable endeavours to procure that if an Award Holder is allotted Shares which are not the subject of the said offer pursuant to an Award, the offeror shall offer to acquire from the Award Holder all such Shares upon the same terms as the terms on which the offeror acquired Shares under the General Offer.
• 12.3 Any Option exercised pursuant to Rule 12.2 on or before the Takeover Date shall be conditional upon and shall not take effect until immediately before the Takeover and if the Takeover does not arise the notices of exercise delivered in relation to the Options pursuant to Rule 12.2 shall be null and void and all such Options shall remain in force and may be subsequently exercised in accordance with and subject to these Rules.
• 12.4 If a person becomes entitled to acquire Shares under sections 974 to 991 inclusive of the Companies Act 2006:
  • 12.4.1 any Unvested Award in the form of a Conditional Award will Vest; and
  • 12.4.2 the Committee shall notify each Award Holder of such circumstances as soon as it becomes aware of them and an Award Holder may, subject as provided in Rule 10, exercise any Option then held by him at any time up to the seventh day before the last day on which that person remains entitled to serve notice under section 980 of the Companies Act 2006. Any Option not exercised at the end of such period will lapse immediately.
• 12.5 If the Court sanctions a compromise or arrangement under Part 26 of the Companies Act 2006 proposed for the purpose of or in connection with:
  • 12.5.1 the acquisition of the whole or part of the issued ordinary share capital of the Company (or such part of such capital as is not then owned by the acquiror or any company Controlled by the acquiror and/or any person acting In Concert with the acquiror) as a result of which the acquiror (or any such companies and/or such other persons) may gain Control of the Company; or
  • 12.5.2 a scheme for the reconstruction of the Company or its amalgamation with any other company,

then:

• (a) any Unvested Award in the form of a Conditional Award will Vest; and
• (b) an Award Holder may, subject as provided in Rule 10, exercise any Option then held by him during the period commencing on the date on which the compromise or arrangement is sanctioned by the Court and expiring six calendar months from the date of such sanctioning. Any Option not exercised at the end of such period will lapse immediately.
• 12.6 In the event of a resolution being passed by the Company for the voluntary winding-up of the Company (except for the purposes of a reconstruction or amalgamation sanctioned by the Court under Part 26 of the Companies Act 2006):
  • 12.6.1 any Unvested Award in the form of a Conditional Award will Vest and Shares allotted to satisfy its Vesting shall be deemed, for the purpose of determining the right of such Award Holder to participate in any distribution to shareholders (but for no other purpose whatsoever), to have been allotted immediately before the passing of the said resolution; and
  • 12.6.2 an Award Holder may, subject as provided in Rule 10, exercise any Option then held by him during the period of six calendar months commencing on the date of the passing of the resolution for such winding-up and such Options shall be deemed for the purpose of determining the right of such Award Holder to participate in any distribution to shareholders (but for no other purpose whatsoever) to have been exercised immediately before the passing of the said resolution. Any Option not exercised at the end of such period will lapse immediately.
• 12.7 In the event of a resolution being proposed by the Company for the demerger of the Company by means of an exempt distribution (within the meaning of Chapter 5 of Part 23 of the Corporation Tax Act 2010), the Committee acting fairly and reasonably may, in its discretion and subject as provided in Rule 10:
  • 12.7.1 determine that any Unvested Award in the form of a Conditional Award will Vest conditional upon the exempt distribution taking effect; and
  • 12.7.2 permit all Award Holders to exercise their Options for a limited period prior to the exempt distribution, provided that any exercise of an Option pursuant to this Rule 12.7 shall be conditional upon and shall not take effect until immediately before the exempt distribution is effected and if the exempt distribution is not effected the notices of exercise delivered in relation to an Option pursuant to this Rule 12.7 shall be null and void and such Award shall remain in full force and may be subsequently exercised in accordance with and subject to these Rules. Any Option not exercised by the time the exempt distribution is effected will lapse immediately.

13. ADJUSTMENT OF AWARDS

• 13.1 Upon the occurrence of an Issue or Reorganisation, the number of Shares comprised in each Award and any price payable to acquire Shares on the exercise of an Option may be adjusted in such manner as the Committee may deem appropriate (save that where the Award was granted by a Grantor, no such adjustment shall be made without the prior written approval of the Grantor).
• 13.2 Notice of any adjustments made in accordance with this Rule 13 shall be given to the Award Holders by the Committee, which may call in Award Certificates for endorsement or replacement.

14. PRO-RATING OF AWARDS ON EARLY VESTING

• 14.1 The provisions of this Rule 14 shall apply to any Award which Vests before the Normal Vesting Date or after the Award Holder has ceased to be an Eligible Employee.
• 14.2 If the provisions of this Rule 14 apply, the maximum number of Shares over which the Award may Vest (rounded down to the nearest whole number) shall, subject to Rule 14.3 (and any further reduction in accordance with Rule 15), be reduced to the proportion of the number of Shares comprised in the Award that equals the proportion of the Vesting Period that has elapsed when the Award Vests (or, if earlier, when the Award Holder ceased to be an Eligible Employee).
• 14.3 The Committee may, having full regard to all relevant circumstances, in its absolute discretion ignore the prescribed pro-rating of the Shares over which an Award may be exercised set out in Rule 14.2 and either reduce the number of Shares over which the Award may Vest on some other basis or make no such reduction.
• 14.4 For the avoidance of doubt, in assessing any condition imposed on an Award under Rule 5 the Committee shall take into account any adjustment to the maximum number of Shares over which the Award may be exercised made pursuant to this Rule 14.

15. CLAWBACK AND MALUS

• 15.1 In relation to any Award, the Committee may, in its absolute discretion, determine that the Award Holder shall be subject to the provisions of this Rule 15, if at any time prior to the later of the second anniversary of the Normal Vesting Date of such Award and the publication of the second audited accounts of the Company following the Normal Vesting Date, the Committee becomes aware that:
  • 15.1.1 a formal review has been instigated into the conduct, capability or performance of the Award Holder, which could result in a finding that the Award Holder has committed gross misconduct; or
  • 15.1.2 a formal review has been instigated into the performance of any member of the Group or the business in which the Award Holder is employed, which could result in a finding of fraud or other malpractice; or
  • 15.1.3 there has been a material misstatement in the financial results of the Company announced to the public and/or its audited accounts in respect of any Financial Year; or
  • 15.1.4 there has been a material breach of risk management by the Award Holder, any member of the Group or the business in which the Award Holder is employed; or
  • 15.1.5 any other circumstances exist that in the sole opinion of the Committee have (or would have if made public) a sufficiently significant impact on the reputation of any member of the Group or the business in which the Award Holder is employed to justify this Rule 15 applying. For the avoidance of

doubt, such circumstances need not relate to any Financial Year during which the Award Holder held an Award under the Plan.

• 15.2 In any case where the Committee exercises its discretion to apply the provisions of this Rule 15 to an Award Holder, the Committee may:
  • 15.2.1 subject to Rule 15.3, reduce the number of Shares subject to any outstanding Award or Awards held by the Award Holder concerned, to such extent (even if this results in no Shares remaining subject to an Award after such reduction has occurred) as the Committee, in its absolute discretion, determines to be appropriate;
  • 15.2.2 subject to Rule 15.3, notwithstanding anything to the contrary wherever stated, reduce Other Awards, to such extent as the Committee, in its absolute discretion, determines to be appropriate; or
  • 15.2.3 issue a written demand to the Award Holder concerned, notifying the Award Holder that he must pay to the Company, (or to such other entity, as directed by the Company), an amount equal to the Balancing Payment.
• 15.3 In any case where it is possible for the Committee to determine the number of Shares in respect of which an Award ("Offending Award") would not have been capable of Vesting or exercise but for any circumstances within Rule 15.1:
  • 15.3.1 if the Offending Award has not yet Vested (if a Conditional Award) or been exercised (if an Option), the number of Shares over which the Offending Award may Vest (if a Conditional Award) or be exercised (if an Option) shall not in any case exceed such number of Shares in respect of which the Offending Award would be capable of Vesting or exercise (as the case may be) but for the circumstances concerned;
  • 15.3.2 if the Offending Award has Vested (if a Conditional Award) or been exercised (if an Option), the aggregate number of Shares or the value by which any other outstanding Award or Other Awards held by the Award Holder may be reduced shall not exceed such number of Shares (rounded down to the nearest whole number) as would have an aggregate Market Value (determined, in the case of each Award or Other Award to be reduced, at the date that the relevant reduction in respect of such Award or Other Award is to take effect in accordance with Rule 15.6) which is approximately equal to, but does not exceed, the Balancing Payment in respect of the Offending Award.
• 15.4 In any case where Rule 15.3 applies, for the purpose of Rules 15.2.3 and 15.3.2, the Balancing Payment in respect of the Offending Award concerned shall be such amount as is equal to:

A x B

where:

"A" is such amount as is equal to the Market Value of a Share as at the date that the Offending Award Vested (if it was a Conditional Award) or was exercised (if it was an Option);

"B" is the number of Excess Shares determined in respect of the Offending Award.

• 15.5 In any case where Rule 15.3 does not apply to the Award Holder concerned, the Balancing Payment in respect of the Offending Award shall be such amount as is determined by the Committee in its absolute discretion.
• 15.6 Any reduction made to the number of Shares or value subject to an outstanding Award or Other Award in accordance with this Rule 15 shall take effect immediately prior to the Vesting of the Award or Other Award concerned (if it is a Conditional Award, or an

equivalent form of award under an Other Plan) or its exercise (if it is an Option, or an equivalent form of award under an Other Plan), so that the Vesting or exercise (as the case may be) of such Award or Other Award shall have effect only in relation to such number of Shares or value in respect of which the Award or Other Award concerned is capable of Vesting or exercise after taking into account such reduction.

• 15.7 In the event that any reduction is made to any Award or Other Award held by an Award Holder in accordance with this Rule 15, the Award Holder shall be bound by such reduction and shall have no right or entitlement whatsoever to any compensation in respect of such reduction. To the extent that the Vesting or exercise of an Award or Other Award does not take effect over any number of Shares or value by virtue of the foregoing provisions of this Rule 15, the Award or Other Award shall immediately lapse in respect of such number of Shares or value and will be incapable of Vesting or exercise over the same.
• 15.8 In the event that a written demand is issued to an Award Holder in accordance with Rule 15.2.3, such written demand shall create a debt owed by the Award Holder to the Company (or to such other entity to which a payment is directed to be made in such written demand) and the Award Holder shall, upon receipt of such demand, be liable to make a payment equal to the Balancing Payment to the Company (or to such other entity specified in the written demand). The Award Holder shall discharge his obligation to make such a payment in the manner, and by the time, specified in the written demand issued to him.
• 15.9 For the avoidance of doubt, in any case where both Rules 14 and 15 are applicable to an Award, any reduction to the number of Shares in respect of which the Award Vests (if it is a Conditional Award) or is exercised (if it is an Option) in accordance with the foregoing provisions of this Rule 15, shall occur after the operation of Rule 14 in relation to such Award.
• 15.10 Notwithstanding anything to the contrary wherever stated, the Committee may, in its absolute discretion, reduce the number of Shares subject to any outstanding Award (including, if appropriate, to zero) to give effect to any provision contained in any employee incentive or bonus arrangement operated by any member of the Group (other than the Plan) relating to a benefit received by a participant in such arrangement which would not otherwise have been received in accordance with the terms of the relevant provision or, in the absence of any such term, on such basis as the Committee (acting fairly and reasonably) determines appropriate.

16. SHARE OWNERSHIP GUIDELINES: RETENTION OF SHARES

• 16.1 The Company may require as a condition of the Vesting or exercise of any Award that the Award Holder will enter into an undertaking with the Company not to dispose of more than fifty per cent (50%) of the Shares which he may acquire pursuant to the Award until such time as the Award Holder's total cumulative holding of Shares has a Market Value equal to that Award Holder's Base Salary.
• 16.2 For the purposes of this Rule 16, any Shares sold pursuant to Rule 9.1 shall be treated as not having been acquired by the Award Holder.

17. COSTS

Any costs relating to the introduction and administration of the Plan shall be payable by the Company.

18. ADMINISTRATION

18.1 The Committee shall have power from time to time to make and vary such regulations (not being inconsistent with these Rules) for the implementation and administration of the Plan as it thinks fit.

• 18.2 Any notice given by an Eligible Employee or an Award Holder to the Company or Grantor in pursuance of the Plan must be given in writing and signed by the Eligible Employee or Award Holder (as the case may be) and shall be acted upon by the Company (or, as the case may be, the Grantor) as soon as practicable after receipt provided that the Company (or, as the case may be, the Grantor) may, in its absolute discretion, act on instructions given or purporting to be given by electronic mail or facsimile and shall not be responsible for any loss whatsoever occasioned by so acting. Any such notice shall be properly given if sent by post to or delivered to the Secretary of the Company at its registered office (or, as the case may be, to the Grantor at the address set out in the Award Certificate).
• 18.3 Any notification or other notice which the Company or Grantor is required to give or may desire to give to any Award Holder in pursuance of the Plan shall be sufficiently given if delivered to him in person or if sent through the post in a prepaid cover addressed to such Award Holder at his address last known to the Company or Grantor.
• 18.4 Any notice sent by post shall (save as provided by Rule 7.7) be deemed to be properly served 48 hours after an envelope containing such notice and properly addressed has been posted by first class post.
• 18.5 The Company shall make returns of all Awards granted and exercised and shall provide such other information relating to the Award Holders as may be from time to time required by any Tax Authority.

19. GENERAL

• 19.1 The formation, existence, construction, performance, validity and all aspects of the Plan, any term of the Plan and any Award granted under it shall be governed by English law. The English courts shall have jurisdiction to settle any disputes which may arise out of or in connection with the Plan. The jurisdiction provisions contained in this Rule 19.1 are made for the benefit of the Company and any Grantor only, which accordingly retain the right to bring proceedings in any other court of competent jurisdiction.
• 19.2 The decision of the Committee in any dispute or question concerning the construction or effect of the Plan or any other questions arising in connection with the Plan shall be final and conclusive.
• 19.3 The Board may at any time resolve to terminate the Plan in which event no further Awards shall be granted but the provisions of the Plan shall, in relation to the Awards then subsisting, continue in full force and effect.
• 19.4 Notwithstanding any other provision of these Rules:
  • 19.4.1 the Plan shall not form any part of any contract of employment between the Company or any Subsidiary and any employees of any of those companies, and it shall not confer on any such employees any legal or equitable rights (other than those constituting the Awards themselves) against the Company or any Subsidiary, directly or indirectly, or give rise to any cause of action in law or in equity against the Company or any Subsidiary;
  • 19.4.2 the grant of any Award does not imply that any further Award will be granted nor that the Award Holder has any right to receive any further Award;
  • 19.4.3 the benefits to Eligible Employees under the Plan shall not form any part of their wages or remuneration or count as pay or remuneration for pension fund or other purposes; and
  • 19.4.4 in no circumstances shall any Eligible Employee, on ceasing to hold the office or employment by virtue of which he is or may be eligible to participate in the Plan, be entitled to any compensation for any loss of any right or benefit or prospective right or benefit under the Plan which he might otherwise have enjoyed whether such compensation is claimed by way of damages for

wrongful dismissal or other breach of contract or by way of compensation for loss of office or otherwise.

19.5 By accepting the grant of an Award and not renouncing it, an Award Holder shall be deemed to have agreed to the foregoing provisions of this Rule 19 and all other provisions of this Plan.

20. AMENDMENTS TO THESE RULES

• 20.1 Subject to Rule 20.2, these Rules may be amended in any manner by resolution of the Board from time to time.
• 20.2 Subject as provided in Rule 20.4, no amendment shall be made to the following provisions of this Plan which is to the advantage of the Award Holders (present or future) without the prior approval of shareholders in general meeting:
  • 20.2.1 the persons to whom Shares are provided under the Plan;
  • 20.2.2 the limitations on the number or amount of Shares subject to the Plan;
  • 20.2.3 the maximum entitlement for any Eligible Employee;
  • 20.2.4 the basis for determining an Eligible Employee's entitlement to Shares or Awards and for the adjustment thereof in the event of a capitalisation issue, rights issue or open offer, sub-division or consolidation of shares or reduction of capital or any other variation of capital of the Company; and

20.2.5 Rules 20.2 and 20.4.

• 20.3 Subject as provided in Rule 20.4, no amendments to these Rules shall adversely affect any subsisting Awards except with the written consent on the part of such Award Holders as hold subsisting Awards over at least 75% of the total number of Shares subject to all subsisting Awards under the Plan (or if, in the reasonable opinion of the Board, the proposed amendments do not adversely affect all subsisting Awards under the Plan, with the written consent on the part of such Award Holders as hold subsisting Awards that are affected, where such Awards are over 75% of the total number of Shares that are subject to all subsisting Awards that are affected).
• 20.4 Notwithstanding the provisions of Rules 20.2 and 20.3, the Board may make minor amendments to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for any Award Holder or any member of the Group.

21. OVERSEAS EMPLOYEES

• 21.1 Notwithstanding any other provision of these Rules, the Committee may, in respect of an Award granted to an Eligible Employee who is or who may become primarily subject to taxation on his remuneration outside the United Kingdom, adopt sub-plans to this Plan or amend or alter the provisions of any Award to take account of relevant overseas taxation or securities law, provided that the Committee shall not adopt any sub-plan or make any such amendment or alteration which would result in an Eligible Employee being granted an Award upon terms commercially more favourable (at the absolute discretion of the Committee) than the terms upon which the Award could have been granted under the Plan if the Eligible Employee was subject to taxation on his remuneration primarily within the United Kingdom.
• 21.2 Notwithstanding any other provisions of these Rules, no Award shall be granted to any Eligible Employee who is a taxpayer in the United States of America unless the Committee has been advised that such Award will comply with or be exempt from Section 409A of the Internal Revenue Code of the United States of America.

22. DATA PROTECTION

By participating in the Plan, an Award Holder consents to and authorises the holding, transfer (including to a country other than the country in which the Award Holder resides) and processing of personal data (including sensitive personal data) provided by the Award Holder to the Company or Grantor for all purposes relating to the operation of the Plan, including but not limited to:

• 22.1.1 administering and maintaining records relating to Award Holders;
• 22.1.2 providing information to the trustees of any employee benefit trust or other third party administrators involved directly or indirectly in the operation of the Plan;
• 22.1.3 providing information relating to Award Holders in connection with the operation of the Plan to any Tax Authority;
• 22.1.4 providing information to potential purchasers of the Company or the business by which the Award Holder is employed; and
• 22.1.5 allowing any personal data (including sensitive personal data) provided by the Award Holder to be sent to and kept and used by any third party engaged by the Company to administer the Plan, including but not limited to the maintenance by such a third party of a database of Award Holders.

SCHEDULE 1

1. CASH AWARDS

• 1.1 The rules of the Aptitude Software Group Plc Performance Share Plan 2016⁴ will apply to a right to receive a cash sum granted under this Schedule 1 as if it was either a Conditional Award (a "Cash Conditional Award") or an Option with no price payable to acquire the Shares subject to it (a "Cash Option"), except as set out in this Schedule 1. Where there is any conflict between the Rules of the Plan and this Schedule 1, the terms of this Schedule 1 will prevail.
• 1.2 Each Cash Conditional Award or Cash Option will relate to a certain number of notional Shares.
• 1.3 On the Vesting of a Cash Conditional Award or the exercise of a Cash Option the Award Holder will be entitled to receive a cash sum, calculated by reference to the Market Value of the number of notional Shares to which the Cash Conditional Award or the Cash Option relates, on the following basis:
  • 1.3.1 in the case of a Cash Conditional Award the cash sum will be equal to the Market Value of the notional Shares to which the Cash Conditional Award relates on the Vesting Date; and
  • 1.3.2 in the case of a Cash Option the cash sum will be equal to the Market Value of the notional Shares to which the Cash Option relates on the date of exercise.
• 1.4 The cash sum payable under paragraph 1.23 above will be paid to the Award Holder within 30 days after the Vesting of the Cash Conditional Award or the exercise of the Cash Option, net of any Employee Tax Liability as may be required by law.
• 1.5 Neither a Cash Conditional Award nor a Cash Option will confer any right on the holder to receive Shares or any interest in Shares.

⁴ Formerly known as the Microgen Plc Performance Share Plan 2016

SCHEDULE 2

• 1. Notwithstanding anything to the contrary in the Plan, the following terms shall apply to all Awards granted to individuals who are subject to U.S. federal income taxation.
  2. 1.1 In respect of an Award which is subject to a performance condition in accordance with Rule 5, the Committee shall determine the extent to which the performance condition has been satisfied no earlier than 1 January and no later than 30 November of the calendar year in which the applicable performance period is completed, and the Normal Vesting Date shall be the date on which the Committee makes this determination.
  3. 1.2 Rule 6 shall not apply.
  4. 1.3 For an Award in the form of an Option with an exercise price that is less than the Market Value on the Option's Award Date, the Exercise Period shall commence on the Vesting Date and end on 15 March of the calendar year following the calendar year in which the Vesting Date occurs, and the Option must be exercised in whole by the end of the Exercise Period.
• 1. Notwithstanding anything to the contrary in the Plan, and to the extent required by applicable law, the following terms shall apply to all Awards granted to residents of the State of California ("California Participants"), until such time as the Shares become a "listed security" under the US Securities Act of 1933, as amended.
  2. 2.1 Options shall have a term of not more than ten years from the Award Date.
  3. 2.2 Options shall be nontransferable other than by will or the laws of descent and distribution.
  4. 2.3 Unless employment or services are terminated for cause, the right to exercise an Option in the event the Award Holder ceases to be an Eligible Employee, to the extent that the Award Holder is otherwise entitled to exercise an Option on such date, shall be:
     • (a) at least six months from the date on which the Award Holder ceases to be an Eligible Employee if cessation was caused by death or disability; and
     • (b) at least 30 days from the date on which the Award Holder ceases to be an Eligible Employee if cessation was caused by other than death or disability;
     • (c) but in no event later than the expiry of the Exercise Period.
  5. 2.4 No Option may be granted to a resident of California more than ten years after the earlier of the date of adoption of the Plan and the date the Plan is approved by the shareholders of the Company (and the "Plan" for purposes of this requirement means the amended Plan that includes this Schedule 2).
  6. 2.5 Shareholders of the Company must approve the Plan (including this Schedule 2) by the later of (a) within 12 months before or after the Plan is adopted by the Board and (b) (i) with respect to Options, prior to or within 12 months of the grant of an Option under the Plan to a resident of the State of California (and the "Plan" for purposes of this requirement means the amended Plan that includes this Schedule 2).

2.6 To the extent required by applicable law, the Company shall provide annual financial statements of the Company to each California resident holding an outstanding Option under the Plan. Such financial statements need not be audited and need not be issued to key persons whose duties at the Company assure them access to equivalent information.