author: John Lee
date: 2024-08-01 15:59:00+00:00

DEFINITIONS INTERPRETATION

In the Plan, unless the context otherwise requires:

a Participating Company or a body corporate which is the Company's holding company (within the meaning of section 1159 of the Companies Act 2006) or a Subsidiary of the Company's holding company;

a body corporate which is a subsidiary undertaking (within the meaning of section 1162 of the Companies Act 2006) of a body corporate within paragraph (a) above and has been designated by the Board for this purpose; and

any other body corporate which is associated with the Company and is so designated by the Committee;

Any reference in the Plan to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted.

Expressions in italics and headings are for guidance only and do not form part of the Plan.

Eligibility

Grant of awards

Terms of grant

Committee determinations

the Participant Allocation associated with the total Award;

whether the Award is an Employee Award or an Executive Award;

the number of Tranches comprised within the Award and the associated Normal Vesting Dates for such Tranches which shall be as follows unless the Committee determines otherwise (for example as may be case for Awards other than the Initial Awards):

Employee Awards shall be divided equally into three Tranches (I, II and II) and have associated Normal Vesting Dates of the third, fourth and fifth anniversaries of the Approval Date respectively; and

Executive Awards shall be divided equally into two Tranches (I and II) and have associated Normal Vesting Dates of the fourth and fifth anniversaries of the Approval Date.

Method of grant

Method of satisfying Awards

by the issue of new Shares; and/or

by the transfer of treasury Shares; and/or

by the transfer of Shares (other than the transfer of treasury Shares).

Timing of grant

Approvals and consents

Non-transferability and bankruptcy

shall not be transferred, assigned, charged or otherwise disposed of (except on their death to their personal representatives) and shall lapse immediately on any attempt to do so; and

shall lapse immediately if they are declared bankrupt (unless the Committee determines otherwise).

Limits

10 per cent. in 10 years limit

An Award shall not be granted in any calendar year if, at the time of its proposed Grant Date, it would cause the number of Shares allocated (as defined in Rule 4.2 (Meaning of "allocated")) in the period of 10 calendar years ending with that calendar year under the Plan and under any other employee share plan (i.e. all types of employee share plans: discretionary, all-employee or otherwise) adopted by the Company to exceed such number as represents 10 per cent. of the ordinary share capital of the Company in issue at that time.

Meaning of "allocated"

For the purpose of Rule 4.1 (10 per cent. in 10 years limit):

Shares are allocated:

when an option, award or other contractual right to acquire unissued Shares or treasury Shares is granted;

where Shares are issued or treasury Shares are transferred otherwise than pursuant to an option, award or other contractual right to acquire Shares, when those Shares are issued or treasury Shares transferred;

any Shares which have been issued or which may be issued (or any Shares transferred out of treasury or which may be transferred out of treasury) to any trustees to satisfy the exercise of any option, award or other contractual right granted under any employee share plan shall count as allocated unless they are already treated as allocated under this Rule;

the number of Shares treated as allocated in respect of Awards for the purposes of Rule 4.1 and 4.2(a)(i) shall initially be such number as the Committee considers to be an appropriate estimate on or shortly prior to the proposed Grant Date and thereafter such revised number as the Committee approves from to time based on subsequent estimations considered appropriate or actual usage as relevant;

no regard shall be had to allocations preceding the Approval Date; and

for the avoidance of doubt, existing Shares other than treasury Shares that are transferred or over which options, awards or other contractual rights are granted and/or expressly designated shall not count as allocated.

Post-grant events affecting numbers of "allocated" Shares

Where (including in respect of Awards):

any option, award or other contractual right to acquire unissued Shares or treasury Shares is released or lapses (whether in whole or in part); or

after the grant of an option, award or other contractual right the Committee determines that:

it shall be satisfied wholly or partly by the payment of cash; or

it shall be satisfied wholly or partly by the transfer of existing Shares (other than Shares transferred out of treasury)

the unissued Shares or treasury Shares which consequently cease to be subject to the option, award or other contractual right shall not count as allocated; and

the number of Shares allocated in respect of an option, award or other contractual right shall be such number as the Board shall reasonably determine from time to time.

Changes to investor guidelines

Individual limit and proposed Awards to the current Executive Directors

Effect of limits

Restriction on use of unissued Shares and treasury Shares

VESTING OF AWARDS

Timing of Vesting: Normal Vesting Date

Subject to Rule 5.3 (Restrictions on Vesting: regulatory and tax issues) and the terms of the Plan, an Award shall Vest on its Normal Vesting Date except where earlier Vesting occurs under Rule 11 (Leavers) or Rule 12 (Takeovers other corporate events) and provided that, if the Vesting of the Award under this Rule 5 would otherwise occur on a day which is not a Dealing Day, the Award will Vest on the first Dealing Day immediately following such date unless otherwise determined by the Committee.

Extent of Vesting

in relation to Vesting before the Normal Vesting Date, in accordance with Rules 11.5 (Leavers: reduction in number of Vested Shares) and 12.5 (Corporate events: number of Vested Shares); and

any operation of the Malus & Clawback provisions permits.

Restrictions on Vesting: regulatory and tax issues

An Award shall not Vest unless and until the following conditions are satisfied:

the Vesting of the Award, and the issue, transfer or sale of Shares on (or shortly after) Vesting, would be lawful and comply with Applicable Laws and any share dealing code of the Company;

if a Tax Liability would arise by virtue of such Vesting and the Board decides that such Tax Liability shall not (or cannot) be satisfied by the sale of Shares pursuant to Rule 5.5 (Payment of Tax Liability), then the Participant must have entered into arrangements acceptable to the Board that the relevant Group Member will receive the amount of such Tax Liability;

to the extent required by the Committee on or prior to the Grant Date, the Participant has entered into such arrangements as the Committee requires (and where permitted in the relevant jurisdiction) to satisfy a Group Member's liability to social security contributions in respect of the Vesting of the Award; and

where the Committee requires, the Participant has entered into, or agreed to enter into, a valid election under Part 7 of ITEPA (Employment income: elections to disapply tax charge on restricted securities) or any similar arrangement in any overseas jurisdiction.

Tax Liability before Vesting

Payment of Tax Liability

Each Participant authorises the Company to sell or procure the sale of sufficient Vested Shares on or following the Vesting of their Award on their behalf to ensure that any relevant Group Member or former Group Member receives the amount required to discharge the Tax Liability which arises on Vesting except to the extent that the Board decides that all or part of the Tax Liability shall be funded in a different manner.

Investigation for a disciplinary matter

Consequences of Vesting

Awards become capable of Exercise

An Award shall, subject to Rule 7.1 (Restrictions on the exercise of an Award: regulatory and tax issues), be exercisable in respect of Vested Shares during the Exercise Period unless it lapses earlier under Rule 11 (Leavers) or Rule 12 (Takeovers other corporate events).

If an Award is not exercised during the last 30 days of the Exercise Period because of any regulatory restrictions referred to in Rule 6.1(a), the Committee may extend the Exercise Period for such limited period as the Committee determines appropriate to permit the Award to be exercised as soon as those restrictions cease to apply.

If, at the end of the Exercise Period (or any extended Exercise Period under Rule 6.1(b)), an Award remains unexercised and would otherwise lapse under Rule 7.6 (Lapse of Awards) the Committee may determine that the Award shall be treated as having been exercised on the last Dealing Day falling within the Exercise Period during which exercise would be permitted under Rule 7.1 (Restrictions on the exercise of an Award: regulatory and tax issues).

Dividend Equivalent

Exercise of AWARDS

Restrictions on the exercise of an Award: regulatory and tax issues

the exercise of the Award and the consequent issue or transfer of Shares would comply with Applicable Laws and any share dealing code of the Company;

if, on the exercise of the Award, a Tax Liability would arise and the Board decides that it shall not (or cannot) be satisfied by selling Shares pursuant to Rule 7.4 (Payment of Tax Liability), then the Participant must have entered into arrangements acceptable to the Board that the relevant Group Member shall receive the amount of that Tax Liability;

to the extent determined by the Committee on or prior to grant the Participant has entered into such arrangements as the Committee requires (and where permitted in the relevant jurisdiction) to satisfy a Group Member’s liability to social security contributions in respect of the exercise of the Award; and

Exercise in whole or part

Method of exercise

Exercise requests received will only be accepted during such specified periods of each calendar year as the Board specifies (i.e. permitted periods within the Exercise Period);

Exercise requests received will then only be processed on the next occurring Exercise Date (as defined in the Pool Principles) or as soon as practicable following such normal Exercise Date;

As part of the processing of the exercise request sufficient of a Participant’s relevant Vested Shares will be automatically sold on behalf of the Participant pursuant to the retained authority to do so under Rule 7.4 below (Payment of Tax Liability); and

The balance of the Participant’s relevant Vested Shares will then held to the benefit of the Participant in such nominee arrangement as the Company considers appropriate.

Transfer or allotment timetable

Lapse of Awards

Holding Period for executive directors where applicable

This Rule 8 applies to Shares acquired on the exercise of Awards granted to individuals who were Executive Directors on the Date of Grant of their Awards to extent that they have (if any) a prevailing shortfall (“Shortfall”) against any shareholding requirements under applicable Directors’ Remuneration Policy from time to time.

Restrictions on the sale, transfer, disposal and assignment of Net Vested Shares

to hold all (or if determined by the Committee such lesser number) of their Net Vested Shares (such applicable number hereinafter being referred to as simply Net Vested Shares) during the Holding Period in accordance with such terms and conditions that the Committee may impose from time to time, which may include their Net Vested Shares being held by a nominee appointed by the Company;

not to sell, transfer, assign or dispose of any interest in their Net Vested Shares until the expiry of the applicable Holding Period;

if, during the applicable Holding Period, they acquire any additional Shares by virtue of holding Net Vested Shares during the Holding Period, those additional Shares shall also be held subject to the terms of this Rule 8 as they apply to the original number of Net Vested Shares unless the Committee, in its discretion, determines otherwise; and

to execute any other document required by the Committee at any time to give effect to the restrictions under this Rule 8.

Permitted transfers during the Holding Period

Subject to the prior approval of the Committee, the Participant may, during the Holding Period, transfer or assign some or all of their Net Vested Shares to their spouse or civil partner or to the Participant's personal pension plan (the "transferee"), provided that the transferee has agreed to comply with this Rule 8, any other terms and conditions imposed by the Committee and the decisions of the Committee and the transferee agrees not to sell, transfer, assign or dispose of those Net Vested Shares until the expiry of the Holding Period.

The Committee may allow a Participant to sell, transfer, assign or dispose of some or all of their Net Vested Shares before the end of the Holding Period, subject to any terms and conditions that the Committee specifies.

Expiry of the Holding Period

Alternative

Committee determination

Limitation on the use of this Rule

Cash equivalent

if on the day of exercise, Shares are quoted in the London Stock Exchange Daily Official List, the closing middle-market quotation of a Share, as derived from that List, on that day or such other basis as considered appropriate (for example, the sale price of Shares sold in respect of Awards held by others on the that day); or

if Shares are not so quoted, such value of a Share as the Committee reasonably determines.

Payment of cash equivalent

As soon as reasonably practicable after the Committee has determined under Rule 9.1 that a Participant shall be paid a sum in substitution for the right to acquire any number of Vested Shares the Company shall pay to them or procure the payment to them of that sum in cash.

Deductions

in accordance with the Rules; or

to the extent it is no longer capable of Vesting under these Rules.

LEAVERS

Good leavers before the Normal Vesting Date

the Participant's death;

the Participant's disability or injury (evidenced to the satisfaction of the Committee);

the Participant's office or employment being either with a company which ceases to be a Group Member or relating to a business or part of a business which is transferred to a person who is not a Group Member;

termination by the Participant’s employer other than for misconduct (evidenced to the satisfaction of the Committee); or

any other circumstances where the Committee determines that this Rule 11.1 shall apply in relation to the Award,

Cessation of employment or office in other circumstance before the Normal Vesting Date

Leavers on or after the Normal Vesting Date

If a Participant ceases to be a director or employee of a Group Company on or after the Normal Vesting Date for any reason other than by reason of summary dismissal or at time when there were circumstances known that could have in the opinion of the Committee warranted summary dismissal, any unexercised subsisting Awards held by the Participant shall, subject to Rule 6.1 (Awards become capable of exercise), Rule 7 (Exercise of Awards) and Rule 12 (Takeovers other corporate events), continue to be exercisable (to the extent not already exercised and subject to the Pool Principles) for a 6 month period commencing on the date of cessation (or, if shorter, until the expiry of the Exercise Period) and, to the extent it is not exercised, it shall lapse at the end of that period.

Exercise of Awards

Leavers: reduction in number of Vested Shares

the Pool Principles; and

if the Relevant Reference Period has not expired a pro rata reduction to the number of Shares determined under Rule 11.5(a) based on the period starting on the Grant Date (or Approval Date in the case of the Initial Awards) and ending on the date of cessation relative to the Relevant Reference Period (unless the Committee, acting fairly and reasonably, decides that a lesser (or no) reduction is appropriate, in which case it may increase the number of Vested Shares to such higher number as it decides provided that number does not exceed the number of Shares determined under Rule 11.5(a)).

Meaning of ceasing employment

Subject to Rule 11.6(b), a Participant shall be treated for the purposes of this Rule 10 as ceasing to be a director or employee of a Group Member at such time as he is no longer a director or employee of any Group Member;

Unless the Committee determines otherwise a Participant shall be treated as ceasing to be a director or employee of a Group Member on such earlier date as it shall select being no earlier than the date on which a Participant gives or receives notice of termination of his employment with a Group Member (whether or not such termination is lawful) or as the context requires the date the Participant leaves without giving notice;

If any Participant ceases to be such a director or employee before the Vesting of his Award in circumstances where he retains a statutory right to return to work then he shall be treated as not having ceased to be such a director or employee until such time (if at all) as he ceases to have such a right to return to work; and

The Committee may decide that if any Participant ceases to be an employee but continues as a non-executive director of the Company, he shall not be treated, for the purposes of this Rule 11, as ceasing to be either a director or an employee of a Group Member until he ceases to be a non-executive director of the Company.

Dismissal for misconduct

Takeovers other corporate events

General offers

If any person (or group of persons acting in concert):

obtains Control of the Company as a result of making a general offer to acquire Shares; or

having obtained Control of the Company makes such an offer and such offer becomes unconditional in all respects,

then, subject to Rule 12.4 (Internal reorganisations):

subject to Rule 5.3 (Restrictions on Vesting: regulatory and tax issues), all subsisting Awards shall Vest on the date of that event if they have not then Vested and Rule 12.5 (Corporate events: number of Vested Shares) shall apply; and

all subsisting Awards (including those already Vested) may, subject to Rule 7.1 (Restrictions on the exercise of an Award: regulatory and tax issues), be exercised within one month of the date of that event (or, if shorter, until the expiry of the Exercise Period), but to the extent that an Award has not been exercised at the end of that period it shall lapse (regardless of any other provision of the Plan).

Schemes of arrangement and winding up

a compromise or arrangement is sanctioned by the Court under section 899 of the Companies Act 2006 in connection with or for the purposes of a change in Control of the Company; or

the Company passes a resolution for a voluntary winding up of the Company; or

an order is made for the compulsory winding up of the Company,

Demergers and other events

the Committee shall, as soon as reasonably practicable after deciding to apply these provisions, notify impacted Participant(s) that, subject to earlier lapse under Rule 11 (Leavers), their Award may, subject to Rule 7.6 (Lapse of Awards) and Rule 11 (Leavers), Vest if has not already Vested (where relevant) and generally be exercised on such terms as the Committee may determine and during such period preceding the Relevant Event or on the Relevant Event as the Committee may determine and it and shall (regardless of any other provision of the Plan) lapse at the end of that period to the extent unexercised;

if an impacted Award Vests or is exercised conditional upon the Relevant Event and such Relevant Event does not occur, then the conditional Vesting or exercise shall not be effective and the Award shall continue to subsist; and

if an impacted Award Vests or is exercised under this Rule 12.3, the provisions of Rule 12.5 (Corporate events: number of Vested Shares) shall apply.

Internal reorganisations

a company (for the purposes of this Rule 12.4, the "Acquiring Company") is expected to obtain Control of the Company as a result of an offer referred to in Rule 12.1 (General offers) or a compromise or arrangement referred to in Rule 12.2(a); and

at least 75% of the shares in the Acquiring Company are expected to be held by substantially the same persons who were shareholders in the Company immediately before the obtaining of that Control,

Corporate events: number of Vested Shares

If an Award is exercised under any of Rules 12.1 (General offers) to 12.3 (Demergers and other events), the Committee shall determine the number of Vested Shares of in respect such exercise of that Award by applying the Pool Principles.

ADJUSTMENT OF AWARDS

General rule

a variation of the share capital of the Company; or

a demerger, special dividend or other similar event which affects the market price of Shares to a material extent,

Method of adjustment

the potential value of the Award as adjusted on such basis and in such manner as the Committee considers appropriate (which may include an adjustment the Participant Allocation and/or Pool Principles); and

where any Award has been exercised but no Vested Shares have been transferred or allotted after such exercise, the number of Vested Shares which may be so transferred or allotted and (if relevant) the price at which they may be acquired.

Malus & Clawback

Applicability of Malus & Clawback

Events that lead to Malus & Clawback

a material misstatement in the published results of the Group or any Group Member;

an error in determining the value of the Award (without limitation including determinations related to Aggregate Reference Pool Value, Pool Principles or Vested Shares);

the determination of the of the value of the Award (without limitation including determinations related to Aggregate Reference Pool Value, Pool Principles or Vested Shares) being based on inaccurate or misleading information);

misconduct on the part of the Relevant Individual;

a breach by the Relevant Individual of any restrictive, confidentiality, or non-disparagement covenants or other similar undertakings, whether contained in the Participant’s employment contract and/or settlement agreement and/or any other agreement between the Relevant Individual and a Group Member;

where, as a result of an appropriate review of accountability, the Committee determines that the Relevant Individual has caused wholly or in part a material loss for the Group as a result of:

reckless, negligent or wilful actions or omissions; or

inappropriate values or behaviour;

a material failure of risk management by any Group Member, provided that the Committee determines that, following an appropriate review of accountability, the Participant was responsible for, or had management oversight over, the actions, omissions or behaviour that gave rise to that material failure of risk management;

a Group Member is censured by a regulatory body or suffers, in the Committee's opinion, a significant detrimental impact on its reputation, provided that the Committee determines that, following an appropriate review of accountability, the Relevant Individual was responsible for, or had management oversight over, the actions, omissions or behaviour that gave rise to that censure or detrimental impact; or

the Company or entities representing a material proportion of the Group becomes insolvent or otherwise suffers a corporate failure so that ordinary shares in the Company cease to have material value, provided that the Committee determines, following an appropriate review of accountability, that the Participant should be held responsible (in whole or in part) for that insolvency or failure.

Amount to be subject to Malus & Clawback

all or part of the additional value which the Committee considers has Vested to and/or was otherwise received by the Relevant Individual; and

all or part of such value which the Committee determines would have not Vested and/or would have not otherwise been received had the Award lapsed in full in connection with the relevant event, or had the relevant event been known when the Award was granted.

Satisfaction of the Malus & Clawback

reduce (including reducing to zero) any of the following elements of the remuneration of the Relevant Individual:

the amount of any future bonus which would, but for the operation of the Malus & Clawback, be payable to them under any bonus plan operated by any Group Member; and/or

the size of an Award (including the Participant Allocation as relevant);

the number of Shares subject to any subsisting Award and/or other award (either unvested or vested but unexercised, as relevant) held by them under the Plan or any other employees' share plan or share award arrangement notwithstanding the extent to which any performance condition and/or any other condition imposed on the relevant award has been satisfied; and/or

require the Relevant Individual to pay to such Group Member as the Committee may direct, and on such terms as the Committee may direct (including, but without limitation to, on terms that the relevant amount is to be deducted or withheld from the Relevant Individual's salary or from any other payment to be made to them by any Group Member), such amount as is required for the Malus & Clawback to be satisfied in full.

Reduction in Awards to give effect to malus and/or clawback provisions in other plans

Extension of the Discovery Period

ALTERATIONS

General rule on alterations

Shareholder approval

eligibility;

the individual limits on participation;

the overall limits on the issue of Shares or the transfer of treasury Shares save for amendments pursuant to Rule 4.4 as relevant;

the basis for determining a Participant's entitlement to, and the terms of, Shares or cash provided under the Plan;

the adjustments that may be made in the event of any variation of capital; and

the terms of this Rule 15.2,

Exceptions to shareholder approval

any minor alteration 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 Participants or any Group Member; or

any alteration relating to the Pool Principles in accordance with their terms.

Alterations to disadvantage of Participants

MISCELLANEOUS

Employment

Disputes

Exercise of powers and discretion

Share rights

Notices

by personal delivery or by sending the same by post, in the case of a company to its registered office, and in the case of an individual to their last known address, or, where a director or employee of a Group Member, either to their last known address or to the address of the place of business at which the employee performs the whole or substantially the whole of the duties of their office or employment;

in an electronic communication to their usual business address or such other address for the time being notified for that purpose to the person giving the notice; or

by such other method as the Committee determines.

Third parties

No payment required for the grant of an Award and benefits not pensionable

Data Protection

Personal data relating to Participants and any individuals who may be eligible to participate in the Plan may be collected, processed and transferred for any purpose relating to the operation of the Plan in compliance with any Applicable Laws and any data privacy notice and/or policies of any Group Member in force from time to time.

International Plans

The Committee or the Board, as relevant, may at any time by resolution and without seeking further shareholder approval establish further plans or sub-plans (outside the Plan) for overseas territories, governed by rules similar to these Rules but modified to take account of local tax, exchange control or securities laws, provided that any Shares made available under such further plans are treated as counting against the limits on individual and overall participation in the Plan.

Governing law

AGGREGRATE REFERENCE POOL VALUES

NUMBER OF VESTED SHARES DUE IN RESPECT OF AWARDS EXERCISED

APPROPRIATE ADJUSTMENTS

GOOD LEAVERS AND LEAVERS AFTER THE NORMAL VESTING DATE

TAKEOVERS AND OTHER CORPORATE EVENTS

GENERAL

In the event that the Exercise Date Value associated with an Aggregate Reference Pool Value is less than the Threshold Price such Aggregate Reference Pool Value shall be deemed zero (i.e. no Vested Shares potentially determinable in respect of the associated Exercise Date).

The exercise, or omission to exercise, any power or discretion or to make any determination by the Committee under these Pool Principles shall not be open to question by any person and the Committee shall be under no liability to any person in relation to the exercise or omission to exercise any such power or discretion or to make any determination.

DEFINITIONS

In this Appendix, the definitions in Rule 1 of the Plan apply together with the following additional definitions:

(a) for Employee Awards:

(a) for Executive Awards:

Approved by shareholders of the Company on [ ] August 2024

Adopted by the board of the Company on [ ] August 2024

The Plan is a discretionary plan operated by the Company for selected employees. Its main purpose is to increase the interest of the employees in the Company's long-term business goals and performance through share ownership.

Shares purchased or received under the Plan, any cash received under the Plan and any gains obtained under the Plan are not part of salary for any purpose except to any extent required by statute.

The remuneration committee of the board of the Company shall have the right to decide, in its sole discretion, whether or not awards will be granted and to which employees those awards will be granted.

The detailed rules of the Plan are set out overleaf.

CONTENTS

Rule Page

DEFINITIONS AND INTERPRETATION 1
Eligibility 3
Grant of awards 3
Limits 5
VESTING OF AWARDS 6
Consequences of Vesting 8
Exercise of AWARDS 9
Holding Period for executive directors where applicable 10
Cash Alternative 11
Lapse of Awards 12
LEAVERS 12
Takeovers and other corporate events 14
ADJUSTMENT OF AWARDS 16
Malus & Clawback 17
ALTERATIONS 19
MISCELLANEOUS 20

APPENDIX - POOL PRINCIPLES

"Approval Date" means the date the Plan is approved by shareholders of the Company;

"Applicable Laws" means the Listing Rules published by the FCA, the City Code on Takeovers and Mergers, the Market Abuse Regulation and any other applicable UK or overseas regulation or enactment;

"Aggregate Reference Pool Value" means the value determined as the Aggregate Reference Pool Value in connection with the exercise of the Award in accordance with the Pool Principles;

"Award" means a nil-cost option to acquire such number of Shares as determined at the time of the exercise of the Award in accordance with the Associated Pool Value and Participant Allocation, subject to and in accordance with the Rules;

"Board" means the board of directors of the Company or a duly authorised committee of that board;

"Committee" means the remuneration committee of the Board, or on and after the occurrence of a corporate event described in Rule 12 (Takeovers other corporate events), the remuneration committee of the Board as constituted immediately before that event; or

"Company" means ASOS Plc (registered in England and Wales with registered number 04006623;

"Control" means in relation to a body corporate, the power of a person to secure by means of the holding of shares or the possession of voting power in or in relation to that or any other body corporate, or as a result of any powers conferred by the articles of association, or other document regulating that or any other body corporate, that the affairs of the first mentioned body corporate are conducted in accordance with the wishes of that person;

"Dealing Day" means a day on which the London Stock Exchange is open for business;

"Dealing Restrictions" means restrictions relating to dealing in Shares imposed under Applicable Laws;

"Dividend Equivalent" means a cash benefit calculated by reference to dividends paid on Shares as described in Rule 6.2 (Dividend Equivalent);

"Executive Award" means an Award designated as an Executive Award on the Grant Date;

"Employee Award" means an Award designated as an Employee Award on the Grant Date;

"Executive Director" means an executive director of the Company;

"Exercise Period" means the period commencing on the date on which an Award Vests and ending on the last day of FY30 subject to lapsing earlier under the Plan;

"FCA" means the Financial Conduct Authority;

"Grant Date" means the date on which an Award is granted;

"Group Member" means:

and "Group" will be construed accordingly;

"Holding Period" means the period starting on the date on which an Award Vests during which a Participant (if relevant) is required not to sell, transfer, assign or dispose of their Net Vested Shares in accordance with Rule 8 (Holding Period);

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

"Initial Awards" means Awards granted shortly following the Approval Date;

"London Stock Exchange" means London Stock Exchange plc or any successor to that company;

"Malus & Clawback" means an obligation to repay amounts referred to in Rule 14.3 (Amount to be subject to Malus & Clawback);

"Net Vested Shares" means the relevant number of Vested Shares (as determined for the purposes of Rule 8) acquired or received by a Participant on the exercise of an Award during the Holding Period, less: (a) a number of Shares with an aggregate market value on the date of exercise equal to the Participant's Tax Liability arising on that event; or (b) if such Vested Shares are sold to satisfy that Tax Liability, the number of such Vested Shares sold;

"Normal Vesting Date" means the date on which an Award would ordinarily Vest under Rule 5.1 (Timing of Vesting: Normal Vesting Date);

"Relevant Reference Period" means (i) in the case of Employee Awards that are Initial Awards the period commencing on the Approval Date and ending on the third anniversary of the Approval Date; (ii) in the case of Executive Awards that are Initial Awards the period commencing on the Approval Date and ending on the fourth anniversary of the Approval Date and (iii) in the case of other Awards shall be such period as the Committee specifies as the Relevant Reference Period for the Award on or prior to its Grant Date (or as a soon as reasonably practicable thereafter);

"Participant" means a person who holds an Award, including their personal representatives;

"Participant Allocation" means a percentage specified for the Award by the Committee on or before its Grant Date and in respect of which the aggregate of all such Participant Allocations shall not exceed one-hundred percentage points;

"Participating Company" means the Company or any Subsidiary of the Company;

"Pool Principles" means the Pool Principles set out in the Appendix to the rules of the Plan;

"Plan" means the ASOS Plc Value Creation Plan as amended from time to time;

"Relevant ALTIS Awards" mean awards received under the ASOS Long Term Incentive Scheme with associated date of grants falling within one or more of FY26, FY26 and FY27;

"Rule" means a rule of the Plan;

"Shares" means fully paid ordinary shares in the capital of the Company;

"Subsidiary" means a body corporate which is a subsidiary (within the meaning of section 1159 of the Companies Act 2006);

"Tax Liability" means any amount of tax or social security contributions for which a Participant would or may be liable and for which any Group Member or former Group Member would or may be obliged to (or would or may suffer a disadvantage if it were not to) account to any relevant authority;

"Tranche" means a distinct part of an Award which further to determination as a Tranche shall be treated as if it were a distinct Award for the purposes of the Rules including the Pool Principles; and

"Vest" means the Award becoming exercisable subject to the Rules and Vesting shall be construed accordingly; and

"Vested Shares" means those Shares in respect of which an Award is exercised subject to and in accordance with Rules and Pool Principles.

An individual is eligible to be granted an Award only if they are an employee (including an Executive Director) of a Participating Company.

Individuals that have received Relevant ALTIS Awards are not eligible to be granted an Award unless the Committee determines otherwise.

Subject to Rule 3.5 (Timing of grant), Rule 3.6 (Approvals and consents) and Rule 4 (Limits), the Committee may resolve to grant an Award to any person who is eligible to be granted an Award under Rule 2 (Eligibility).

The terms of Awards granted to Executive Directors must be granted on terms within the scope of applicable Directors’ Remuneration Policy.

On or before the Grant Date, the Committee shall determine in respect of the Award:

The Tranches within an Award comprise the total Award being granted under the Plan and accordingly also the maximum opportunity associated with the total Award.

References in the Rules and Pool Principles to Award should be read as references to such distinct Tranches as the context requires. For example this includes that Tranches (treated as distinct Awards) have their own associated Normal Vesting Dates for the purposes of Rule 11 (Leavers) and also have their own associated Aggregated Pool Value determinations (rather than the total Award).

An Award shall be granted by deed executed by the Company, or in such other manner as the Committee determines.

Unless specified to the contrary by the Committee on the Grant Date, an Award may be satisfied:

The Committee may decide to change the way in which it is intended that an Award may be satisfied after it has been granted, having regard to the provisions of Rule 4 (Limits).

Subject to Rule 3.6 (Approvals and consents), an Award may only be granted:

within the period of 6 weeks following the Approval Date;

within the period of 6 weeks following the date on which the Company announces its results for any period;

if there are Dealing Restrictions throughout either of the periods noted in (a) and (b) above, the period of 6 weeks following the lifting of such Dealing Restrictions; or

at any other time when the Committee considers that there are exceptional circumstances to justify its grant,

but an Award may not be granted after [xx] August 2029 (that is, the expiry of the 5 year period beginning with the Approval Date).

The grant of any Award shall be subject to obtaining any approval or consent required under any Applicable Laws and any share dealing code of the Company.

An Award granted to any person:

For the purposes of Rule 4.2 (Meaning of "allocated"):

Treasury Shares shall cease to count as allocated Shares for the purposes of Rule 4.2 (Meaning of "allocated") if institutional investor guidelines cease to require them to be so counted and more generally Rules 4.1, 4.2 and 4.3 can be changed to such extent at the Committee determines appropriate (which may including removing such Rules if relevant) without prior shareholder approval in general meeting to reflect developments in institutional investor guidelines on the topic of dilution limits.

The aggregate maximum Participant Allocation for any one Participant is 15 percentage points.

The aggregate Participant Allocations envisaged in respect of the Awards being considered for grant to José Antonio Ramos Calamonte, Chief Executive Officer and Dave Murray, Chief Financial Officer are 15 percentage points and 8 percentage points respectively.

Any Award shall be limited and take effect to comply with the limits in this Rule 4.

No Shares may be issued or treasury Shares transferred to satisfy the exercise of any Award to the extent that such issue or transfer would cause the number of Shares allocated (as defined in Rule 4.2 (Meaning of "allocated") and adjusted under Rule 4.3 (Post-grant events affecting numbers of "allocated" Shares)) to exceed the limit in Rule 4.1 (10 per cent. in years limits) except where there is a variation of share capital of the Company which results in the number of Shares so allocated exceeding such limits solely by virtue of that variation.

An Award shall only Vest to the extent:

As further detailed in the Pool Principles regardless of an Award becoming Vested as to whether or not such Award may then accrue Vested Shares (if any) at the time of the relevant exercise is dependent on their being an associated Aggregate Reference Pool Value at the time of such exercise (if any).

For the purposes of this Rule 5.3, references to a Group Member include any former Group Member.

If a Participant will, or is likely to, incur any Tax Liability before the Vesting of an Award then that Participant must enter into arrangements acceptable to any relevant Group Member to ensure that it receives the amount of such Tax Liability. If no such arrangement is made, the Participant shall be deemed to have authorised the Company to sell or procure the sale on their behalf of sufficient of the Vested Shares subject to their Award to ensure that the relevant Group Member receives the amount required to discharge the Tax Liability.

For the purposes of this Rule 5.4, references to a Group Member include any former Group Member.

Notwithstanding any other provision of the Plan, if, at any time before an Award is exercised, a Participant is the subject of an investigation into a disciplinary matter then the Committee in its absolute discretion, following consultation with the relevant Group Member, may determine that the potential for the Award to Vest or remain capable of exercise as relevant shall be suspended until such time (if any) as the Committee lifts such suspension.

Unless the Committee determines otherwise a Participant shall be entitled to receive a benefit determined by reference to the value of the dividends that would have been paid on the Vested Shares in respect of which their Award is exercised in respect of dividend record dates occurring during the period between the Grant Date (or Approval Date in the case of the Initial Awards) and the earlier of the date of the associated exercise and 31 August 2030. The Committee shall decide the basis on which the value of such dividends shall be calculated (which may assume the reinvestment of dividends). Any such Dividend Equivalent shall be provided to the Participant in the form of cash.

The Committee, acting fairly and reasonably, may decide to exclude the value of all or part of a special dividend or any other dividend from the amount of any Dividend Equivalent.

The provision of any Dividend Equivalent to the Participant shall be made as soon as practicable after the issue or transfer of the related Vested Shares shall be subject to such deductions (on account of tax or similar liabilities) as may be required by law or as the Board may reasonably consider to be necessary or desirable.

A Vested Award may not be exercised unless:

For the purposes of this Rule 7.1, references to a Group Member include any former Group Member.

Subject to the rules of the Plan an Award may be exercised in respect of such proportion of its subsisting total as the Participant determines at their discretion in respect of the relevant exercise request.

An Award shall be exercised in the form and manner prescribed by the Board. Unless the Board, acting fairly and reasonably determines otherwise, any notice of exercise shall, subject to Rule 7.1 (Restrictions on the exercise of an Award: regulatory and tax issues), take effect only when the Company (or the Plan’s administrator as relevant) process it in line with the prevailing policy for such matters as approved by the Board for the Plan.

The aforementioned policy envisaged as at the Approval Date includes:

The Participant authorises the Company to sell or procure the sale of sufficient Vested Shares on or following the exercise of their Award on their behalf to ensure that any relevant Group Member receives the amount required to discharge any Tax Liability which arises on such exercise and related dealing costs to be met by the Participant except to the extent that the Board decides that all or part of the Tax Liability and any related dealing cost to be met by the Participant shall be funded in a different manner.

As soon as reasonably practicable after an Award has been exercised, the Company shall, subject to Rule 7.4 (Payment of Tax Liability) and any arrangement made under Rules 7.1(b) and 7.1(c), transfer or procure the transfer to them or a nominee or, if appropriate, allot to them or a nominee the number of Shares in respect of which the Award has been exercised.

An Award which has become exercisable shall lapse at the end of the Exercise Period if it has not been exercised unless it lapses earlier under Rule 11 (Leavers) or Rule 12 (Takeovers other corporate events).

The extent of a such Shortfall and its impact for the purposes of this Rule 8 shall be determined on such basis as the Committee considers appropriate.

Subject to Rule 8.2 (Permitted transfers during the Holding Period) below, a Participant to which this Rule 8 applies is required:

For the avoidance of doubt any such Net Vested Shares shall not be subject to any risk of forfeiture during the Holding Period other than to satisfy Malus & Clawback.

The Holding Period shall continue to the extent there is a prevailing Shortfall or until such earlier date as the Committee determines appropriate.

Where an Award has been exercised and Vested Shares have not yet been allotted or transferred to the Participant, the Committee may determine that, in substitution for their right to acquire any number of Vested Shares as the Committee decides (but in full and final satisfaction of their right to acquire those Shares), they shall be paid a sum equal to the cash equivalent (defined in Rule 9.3 (Cash equivalent)) of that number of Shares in accordance with this Rule 9.

Rule 9.1 shall not apply in relation to an Award made to a Participant in any jurisdiction where the presence of Rule 9.1 would cause:

(a) the grant of the Award to be unlawful or for it to fall outside any applicable securities law exclusion or exemption; or

(b) adverse tax or social security contribution consequences for the Participant or any Group Member as determined by the Board,

provided that this Rule 9.2 shall only apply if its application would prevent the occurrence of a consequence referred to in (a) or (b) above.

For the purpose of this Rule 9, the cash equivalent of a Share is the market value of a Share on the day when the Award is exercised.

Market value on any day shall be determined as follows:

There shall be deducted from any payment under this Rule 9 such sum for the related Tax Liability as the Board may reasonably consider to be necessary or desirable.

An Award shall lapse:

If a Participant ceases to be a director or employee of a Group Company prior to the Normal Vesting Date of an Award due to:

then, subject to Rule 5.1 (Timing of Vesting: Normal Vesting Date) and Rule 5.3 (Restrictions on Vesting: regulatory and tax issues), that Award shall Vest on the Normal Vesting Date unless the Committee determines it shall Vest on the relevant date of cessation (or such later date as specified by the Committee) and in either case, Vesting may be subject to any additional conditions that the Committee specifies.

Rule 11.5 (Leavers: reduction in number of Vested Shares) and Rule 11.4 (Exercise of Awards) shall also apply.

If a Participant ceases to be a director or employee of a Group Company prior to the Normal Vesting Date for any reason other than those specified in Rule 11.1 (Good leavers before the Normal Vesting Date), any Award held by the relevant Participant shall lapse immediately regardless of whether that cessation was lawful or unlawful.

Where this Rule 11.4 applies, subject to Rule 6.1 (Awards become exercisable), Rule 7 (Exercise of Awards) and Rule 12 (Takeovers other corporate events), an Award shall continue to be exercisable for a 6 month period (or 12 month period in the case of death) commencing on the date on which the Award Vests (or, if shorter, until the expiry of the Exercise Period) or such other period that the Committee specifies and, to the extent that the Award is not exercised, it shall lapse at the end of that period.

Where this Rule 11.5 applies, the Committee shall determine the number of Vested Shares in respect of the exercise of the relevant Award by applying:

If an Award Vests under any of Rules 12.1 (General offers) to 12.3 (Demergers and other events) following a cessation of the relevant Participant then this Rule 11.5 shall take precedence over Rule 12.5 (Corporate events: number of Vested Shares) unless the Committee determines otherwise.

To the extent that an Award is reduced in accordance with this Rule 11.5, it will lapse and become incapable of Vesting in respect of the relevant number of Shares by which it is reduced.

For the purposes of Rule 11:

In the event of the Participant’s dismissal for misconduct all subsisting Awards held shall immediately lapse upon the Participant’s dismissal regardless of whether or not such Award is Vested unless the Committee determines otherwise.

If:

If a demerger, special dividend or other event (the "Relevant Event") is proposed which, in the opinion of the Committee, would affect the market price of Shares to a material extent, then the Committee may, at its discretion, decide to adjust one or more Awards (such if any as the Committee determines) in such manner as it considers appropriate or that the following provisions shall apply in respect of one of more subsisting Awards (such if any of such as the Committee determines):

If:

then unless the Committee determines otherwise an Award shall not Vest or be exercised under Rule 12.1 (General offers) or Rule 12.2 (Schemes of arrangement and winding up) but shall be automatically surrendered in consideration for the grant of a new award which the Committee determines is equivalent to the Award (including the Pool Principles subject to such modifications (if any) as the Committee consider appropriate) it replaces except that it will be over shares in the Acquiring Company or some other company.

The Rules will apply to any new award granted under this Rule 12.4 as if references to Shares were references to shares over which the new award is granted and references to the Company were references to the company whose shares are subject to the new award.

In the event of:

the Committee may make such adjustments as it considers appropriate under Rule 13.2 (Method of adjustment).

An adjustment made under this Rule shall be made to one or more of:

For example but without limitation to the foregoing the general intention of the Committee as at the Approval Date is in the event of any dilution by capital raisings the Committee will make appropriate adjustment to Awards and/or the Pool Principles to adjust to ensure that the monetary value at the time of the event is preserved, i.e. adjusted for a discounted rights issue.

This Rule 14 shall apply to Awards regardless of any other provisions of the Plan.

The Committee may decide at any time prior to the third anniversary of the Vesting of an Award (the "Discovery Period") that the individual to whom the Award was granted (the "Relevant Individual") shall be subject to Malus & Clawback in the following circumstances:

The Committee shall determine the amount to be subject to Malus & Clawback shall be determined by the Committee on such basis as determines appropriate which may include:

In order to satisfy the Malus & Clawback, the Committee may attach additional terms to the Award or:

Any reduction made pursuant to Rule 14.4(a) shall be made at such time or times as the Committee determines appropriate and, in the case of unvested awards, shall be at the time they would otherwise ordinarily vest unless the Committee decides otherwise.

Where any amount is to be recovered pursuant to Rule 14.4(b) such amount shall have regard to the Tax Liability met by the Participant in respect of the reference sum that could otherwise be requested for repayment pursuant to 14.4(b) unless the Committee reasonably considers that such Tax Liability sum can be recouped by the Participant.

The Committee may decide at any time to reduce an Award and/or the number of its related Vested Shares (in each case including reducing to zero) to give effect to malus and/or clawback provisions of any form and/or name contained in any cash or Share based incentive plan or bonus plan operated by any Group Member. The reduction shall be in accordance with the terms of the relevant provisions or, in the absence of any such term, on such basis as the Committee, acting fairly and reasonably, decides is appropriate.

At the discretion of the Committee the normal Discovery Period that would otherwise apply in respect of an Award may be extended by such extent as the Committee considers appropriate in the event of such ongoing investigation during the normal Discovery Period as the Committee considers relevant.

Except as described in Rule 15.2 (Shareholder approval) and Rule 15.4 (Alterations to disadvantage of Participants) the Committee may at any time alter the Plan or the terms of any Award.

Except as described in Rule 15.3 (Exceptions to shareholder approval), no alteration to the advantage of an individual to whom an Award has been or may be granted shall be made under Rule 15.1 (General rule on alterations) to the provisions concerning:

without the prior approval by ordinary resolution of the members of the Company in general meeting.

Rule 15.2 (Shareholder approval) shall not apply to:

No alteration to the material disadvantage of Participants (other than a change to the Pool Principles in accordance with their terms) shall be made under Rule 15.1 (General rule on alterations) unless:

the Committee has invited every relevant Participant to indicate whether or not they approve the alteration; and

the alteration is approved by a majority of those Participants who have given such an indication.

The rights and obligations of any individual under the terms of their office or employment with any Group Member 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 waives any and all rights to compensation or damages in consequence of the termination of their office or employment for any reason whatsoever insofar as those rights arise or may arise from them ceasing to have rights under an Award as a result of such termination. Participation in the Plan shall not confer a right to continued employment upon any individual who participates in it. The grant of any Award does not imply that any further Award will be granted nor that a Participant has any right to receive any further Award.

In the event of any dispute or disagreement as to the interpretation of the Plan, or as to any question or right arising from or relating to the Plan, the decision of the Committee shall be final and binding upon all persons.

The exercise of any power or discretion by the Committee shall not be open to question by any person and a Participant or former Participant shall have no rights in relation to the exercise of or omission to exercise any such power or discretion.

All Shares allotted under the Plan shall rank equally in all respects with Shares then in issue except for any rights attaching to them by reference to a record date before the date of the allotment.

Where Vested Shares are transferred, Participants shall be entitled to all rights attaching to those Shares by reference to a record date on or after the date of such transfer.

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

No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan.

No payment is required for the grant of an Award. Benefits provided under the Plan shall not be pensionable.

The Plan and all Awards shall be governed by and construed in accordance with the laws of England and Wales and the Courts of England and Wales have exclusive jurisdiction to hear any dispute (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation.

APPENDIX

POOL PRINCIPLES

In the normal course of events the Committee shall determine (or approve a determination provided to it as relevant) an Aggregate Reference Pool Value for each of the Exercise Dates on the last Dealing Day immediately preceding such Exercises Dates or exceptionally as soon as reasonably practicable thereafter.

Subject to the rules of the Plan and the terms of this Appendix, in respect of each Award (if any) exercised respect of an Exercise Date, the Committee shall determine (or approve a determination provided to it as relevant) the number of related Vested Shares due in connection with each such exercise in line with the following steps:

Step 1: The Participant Allocation percentage (or the corresponding relevant fraction thereof in the case of the partial exercise of the Award) shall be applied to the Aggregate Reference Pool Value associated with the Relevant Exercise Date to determine a GBP reference sum attributable to such exercise;

Step 2: The GBP reference sum attributable to such exercise shall then be divided by the associated Three Day Average Share Price and rounded down to the nearest whole Share.

Non-binding example:

A Participant holds an Employee Award that has a total Participant Allocation percentage of 1% split equally across such Award’s three Tranches. The Participant decides to exercise their Award in full (i.e. all three Tranches) on the last Dealing Day immediately preceding the last day of FY29.

The corresponding Exercise Date Value happens to be £15 and the Three Day Average Share Price happens to be £16. These numbers have been picked for this example for the purposes of illustration only.

The relevant ISC is 119,236,850 Shares (for the purposes of illustration this example uses the ISC as at the Approval Date).

The number of Vested Shares due in connection with the exercise of that Employee Award based on the fact pattern assumed above subject to any adjustments would be 34019 Shares.

Related calculations:

Aggregate Reference Pool Value: £54,431,622.03 ((£15 - £6.7) x 119,236,850 x 0.055)

GBP reference sum attributable: £544,316.2203 (1% of the above)

Vested Shares in this example: 34019 Shares (the above divided by £16 and rounded down to the nearest whole Share)

Regardless of any other provision of the Plan or this Appendix:

(a) the Committee may amend or substitute the terms of this Appendix (in respect of one or more Awards) if one or more events occur which cause the Committee to consider that an amended or substituted calculation or condition would be more appropriate and would not be materially less difficult to satisfy but for the event(s) in question provided that the Committee has given the CEO (on behalf of impacted Participants) the opportunity to make representations regarding such changes prior to their adoption;

(b) the CEO shall also be given the opportunity to make representations regarding any other changes to the terms of Awards (on behalf of impacted Participants) pursuant to the rules of the Plan impacting existing Awards; and

(c) the Committee may in its absolute discretion adjust the definition of Group Free Cash Flow to ensure that the Plan operates as intended by the Committee and is not impacted by a failure to deliver maintenance capital expenditure provided that the Board has given the CEO (on behalf of Participants) the opportunity to make representations regarding such changes prior to their adoption.

In the respect of each Award (if any) permitted by the Committee to be exercised pursuant to Rule 11.1 (Good leavers before the Normal Vesting Date) prior to the first normal Exercise Date for such Award, a special earlier Exercise Date may be set by the Committee in respect of such exercise which shall be such date as the Committee reasonably determines appropriate.

In respect of each Award (if any) exercised pursuant to Rule 11.1 (Good leavers before the Normal Vesting Date) the Underpin Share Price Result (if any) shall be irrelevant (not apply) in connection with such exercises.

Where leavers are entitled to exercise their Awards pursuant to Rule 11.1 (Good leavers before the Normal Vesting Date) or Rule 11.3 (Good leavers after the Normal Vesting Date) subject to earlier lapse under the Plan the maximum number of remaining Exercise Dates that remain relevant for such Awards will be such as fall within the applicable six month exercise periods provided pursuant to Rule 11 (or applicable twelve month exercise period in the case of death).

In the respect of each Award (if any) exercised pursuant to Rule 12 (Takeovers and other Corporate Events) notwithstanding the definition of Exercise Date the Exercise Date in respect of such exercises shall be such date as the Committee reasonably determines appropriate and for the purposes of the Underpin Share Price Result (if any) regard shall be had to Group Free Cash Flow as determined by the Committee by regard to pro-forma accounts at the closing of the relevant corporate event rather than Group Free Cash Flow FY29 in the event FY29 has not expired.

"Aggregate Reference Pool Value" the result of Exercise Date Value minus Threshold Value x ISC x 0.055;

"Corporate Event Price" means the final relevant per Share consideration agreed in connection with the relevant corporate event (e.g. final offer price) as determined by the Committee;

"Exercise Date Value" means:

(a) in connection with the exercise of an Award prior to the last Dealing Day immediately preceding the last day of FY29 (otherwise than pursuant to Rule 12 (Takeovers and other Corporate Events) the Ninety Day Average associated with the Relevant Exercise Date;

(b) in connection with the exercise of an Award on or after the last Dealing Day immediately preceding the last day of Q1 FY30 (otherwise than pursuant to Rule 12 (Takeovers and other Corporate Events) the higher of (i) the Ninety Day Average associated with the Relevant Exercise Date and (ii) the Underpin Share Price Result (if any);

(c) in connection with the exercise of an Award pursuant to Rule 12 (Takeovers and other Corporate Events) the higher of (i) the Corporate Event Price and (iii) the Underpin Share Price Result (if any);

"Exercise Dates" means the potential exercise dates of an Award (other than in connection with the processing of an exercise pursuant to Rule 12 (Takeovers and other Corporate Events) subject to the rules of the Plan and comprise:

In respect of Tranche I: the last Dealing Day immediately preceding the last day of each of FY27; Q1 FY28; Q2 FY28; Q3 FY28; FY28; Q1 FY29; Q2 FY29; Q3 FY29; FY29; Q1 FY30; Q2 FY30; Q3 FY30 and FY30;

In respect of Tranche II: the last Dealing Day immediately preceding the last day of each of FY28; Q1 FY29; Q2 FY29; Q3 FY29; FY29; Q1 FY30; Q2 FY30; Q3 FY30 and FY30; and

In respect of Tranche III: the last Dealing Day immediately preceding the last day of each of FY29; Q1 FY30; Q2 FY30; Q3 FY30 and FY30;

In respect of Tranche I: the last Dealing Day immediately preceding the last day of each of FY28; Q1 FY29; Q2 FY29; Q3 FY29; FY29; Q1 FY30; Q2 FY30; Q3 FY30 and FY30; and

In respect of Tranche II: the last Dealing Day immediately preceding the last day of each of FY29; Q1 FY30; Q2 FY30; Q3 FY30 and FY30;

In respect of which:

(i) References to "FY" means the relevant financial period in respect of which the Company prepares its related year-end accounts as determined by the Committee; and

(ii) References to "Q1 FY", "Q2 FY" and "Q3 FY" means the first, second and third quarter dates of the relevant FY respectively as determined by the Committee.

"Group Free Cash Flow" means the Group’s adjusted earnings before interest, tax, depreciation and amortisation less maintenance capital expenditure as determined on such basis as the Committee considers appropriate;

"Group Free Cash Flow FY29" means Group Free Cash Flow for FY29;

"ISC" subject to such adjustment (if any) as the Committee considers appropriate means the number of Shares comprised within the Company’s issued share capital on the Dealing Day immediately preceding the Relevant Exercise Date;

"Ninety Day Average Share Price" means the average of the closing middle market quotations for the Dealing Days within the 90 day period immediately preceding the Relevant Exercise Date;

"Relevant Exercise Date" means the Exercise Date connected to the processing of an exercise request in respect of the Award as determined by the Committee;

"Three Day Average Share Price" means the average of the closing middle market quotation for the three Dealing Days immediately preceding the Relevant Exercise Date (or exceptionally at the discretion of the Committee such later date as the Committee approves in the event of a delay in processing the relevant exercise);

"Threshold Value" means £6.70 per Share; and

"Underpin Share Price Result" subject to adjustment shall be determined in accordance with the principles noted in the table below:

ASOS Plc
ASOS PLC VALUE CREATION PLAN

Group Free Cash Flow for FY29	Underpin Share Price Result
Less than £135m	N/A
£135m	£13
£135m to £180m	Pro-rata £13 to £15
£180m	£15
£180m to £215m	Pro-rata £15 to £18
£215m or more	£18