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Baltic Classifieds Group PLC

Remuneration Information • Jul 23, 2025

5221_rns_2025-07-23_7680248e-b543-41ee-9fc2-27c94c59247d.pdf

Remuneration Information

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Amendment adopted by the Board on 2 July 2025

Baltics Classifieds Group PLC

Performance Share Plan

Adopted by the board of the Company on 29-06-2021

The Plan is a discretionary benefit offered by Baltics Classifieds Group PLC for the benefit of selected employees of the Baltics Classifieds Group PLC group. Its main purpose is to increase the interest of the employees in Baltics Classifieds Group PLC's long term business goals and performance through share ownership. The Plan is an incentive for the employees' future performance and commitment to the goals of Baltics Classifieds Group PLC.

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 Plan is being offered for the first time in 2021 and the Remuneration Committee of the board of Baltics Classifieds Group PLC shall have the right to decide, in its sole discretion, whether or not further awards will be granted in the future and to which employees those awards will be granted.

The detailed rules of the plan are set out overleaf.

1. DEFINITIONS
AND
INTERPRETATION
5
2. ELIGIBILITY

8
3. GRANT OF
AWARDS

8
3.1 Terms
of
grant
8
3.2 Type
of award

9
3.3 Method
of
grant
9
3.4 Dividend
Equivalent
9
3.5 Method
of
satisfying
Awards
9
3.6 Timing
of grant10
3.7 Approvals
and
consents10
3.8 Non-transferability
and
bankruptcy
10
3.9 Acceptance10
4. LIMITS11
4.1 10
per
cent. in
10
years
limit11
4.2 5 per
cent.
in
10
years limit11
4.3 Meaning
of
"allocated"11
4.4 Post-grant
events
affecting
number
of
"allocated"
Shares12
4.5 Changes
to
investor
guidelines
12
4.6 Individual
limit
12
4.7 Effect
of
limits13
4.8 Restrictions
on
use
of
unissued
Shares
and
treasury
Shares13
5. VESTING
OF
AWARDS14
5.1 Timing
of
Vesting:
Normal
Vesting
Date14
5.2 Extent
of
Vesting
14
5.3 Discretion
at
Vesting
14
5.4 Restrictions
on
Vesting:
regulatory
and
tax
issues15
5.5 Tax
liability
before
Vesting16
5.6 Payment
of
Tax
Liability
16
6. CONSEQUENCES
OF VESTING16
6.1 Options
16
6.2 Conditional
Awards16
6.3 Delivery
of
dividend
equivalent
17
7. EXERCISE OF
OPTIONS
17
7.1 Restrictions
on
the
exercise
of
an
Option:
regulatory
and
tax
issues17
7.2 Exercise
in
whole
or
part18
7.3 Method
of
exercise18
7.4 Payment
of
Tax
Liability
18
7.5 Transfer
or
allotmenttimetable
19
7.6 Lapse
of
Options19
8. HOLDING
PERIOD19
8.1 Restrictions
on
the
sale,
transfer,
disposal
and
assignment
of
Net
Vested
Shares
19
8.2 Permitted
transfers
during
the
Holding
Period
20
8.3 Expiry
of the
Holding
Period
20
9.
CASH
ALTERNATIVE
20
9.1 Committee
determination
20
9.2 Limitation
on
the
use
of
this
Rule21
9.3 Cash equivalent21
9.4 Payment
of
cash
equivalent21
9.5 Deductions22
10. LAPSE
OF
AWARDS
22
11. LEAVERS
22
11.1 Good
leavers
before
the
Normal
Vesting
Date22
11.2 Good
leavers
on
or
after
the
Normal
Vesting
Date
23
11.3 Cessation
of
employment
in
other
circumstances
23
11.4 Leavers:
reduction
in
number
of
Vested
Shares23
11.5 Meaning
of
ceasing
employment24
11.6 Death
following
cessation
of
employment24
11.7 Leavers
–
post-cessation
change
of
circumstances24
12. TAKEOVERS
AND
OTHER
CORPORATE
EVENTS
25
12.1 General
offers25
12.2 Schemes
of
arrangement
and
winding
up
25
12.3 Demergers
and
similar
events26
12.4 Internal
reorganisations26
12.5 Corporate
events:
reduction
in
number
of
Vested
Shares27
13. ADJUSTMENT
OF
AWARDS
28
13.1 General
rule28
13.2 Method
of
adjustment28
13.3 Adjustment
below
nominal
value
28
14. RECOVERY
AND
WITHHOLDING
29
14.1 Applicability
of
Recovery
and
Withholding29
14.2 Eventsthat
lead
to
Recovery
and
Withholding
29
14.4 Satisfaction
of
the
Recovery
and
Withholding30
15 ALTERATIONS
30
15.1 General
rule
on
alterations30
15.2 Shareholder
approval
30
15.3 Exceptionsto
shareholder
approval31
15.4 Overseas
Plans
31
15.5 Alterationsto
disadvantage
of
Participants31
15.6 Alterationsto
a
Performance
Condition
31
16 MISCELLANEOUS32
16.1 Employment32
16.2 Disputes32
16.3 Exercise
of
powers
and
discretions32
16.4 Share
rights32
16.5 Notices32
16.6 Third
parties33
16.7 Benefits
not
pensionable
33
16.8 Data
Protection
33
16.10 Governing
law
34
SCHEDULE35

1. DEFINITIONS AND INTERPRETATION

1.1 In the Plan, unless the context otherwise requires:

"Admission" means the admission of the issued ordinary share capital of the Company to the Official List of the FCA and to trading on the London Stock Exchange;

"Award" means an Option or a Conditional Award;

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

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

"Company" means Baltics Classifieds Group PLC (registered in England and Wales with registered number []);

"Conditional Award" means a conditional right to acquire Shares which is designated as a conditional award by the Committee under Rule 3.2 (Type of Award);

"Control"means control within the meaning ofsection 995 of the Income Tax Act 2007;

"Dividend Equivalent" means a benefit calculated by reference to dividends paid on Shares as described in Rule 3.4;

"Early Vesting Date" means either:

  • (a) the later of:
    • (i) the date of cessation of employment or office of a Participant in the circumstances referred to in Rule 11.1 (Good leavers);
    • (ii) early determination of any Performance Condition relating to such cessation; and
    • (iii) the date on which the Committee determines whether any adjustment to the extent of Vesting should be determined in accordance with Rule 5.3; or
  • (b) the date of the relevant event in Rule 12.1 (General offers) or Rule 12.2 (Schemes of arrangement and winding up) or the date of Vesting referred to in Rule 12.3 (Demergers and similar events);

"Exercise Period" meansthe period referred to in Rule 6.1 during which an Option may be exercised;

"FCA" means the Financial Conduct Authority;

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

"Group Member" means:

  • (a) 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;
  • (b) 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
  • (c) any other body corporate in relation to which a body corporate within paragraph (a) or (b) above is able (whether directly or indirectly) to exercise 20% or more of its equity voting rights and has been designated by the Board for this purpose;

"Holding Period" means the period starting on the Normal Vesting Date and ending on the earliest of the dates specified in Rule 8.3 (Expiry of Holding Period) during which a Participant agrees not to sell, transfer, assign or dispose of his Net Vested Shares on terms agreed with the Committee in accordance with Rule 8 (Holding Period);

"the Initial Awards" means the 'first round' of Awards under the Plan on or following Admission and designated by the Committee as such Awards;

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

"Listing Rules" means the Listing Rules published by the United Kingdom Listing Authority;

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

"Net Vested Shares" means the Vested Shares to which a Participant becomes beneficially entitled on or following the Vesting of a Conditional Award, or on the exercise of an Option during the Holding Period including in each case Shares acquired pursuant to a Dividend Equivalent, less: (a) a number of Shares that have an aggregate market value (as determined by the Committee) on the date of Vesting (in the case of Conditional Awards) or exercise (in the case of Options) equal to the Participant's Tax Liability due and arising on the Vesting or exercise of the Award, or (b) if the Vested Shares are sold to satisfy the Participant's Tax Liability due on the Vesting or exercise of an Award, such number of Vested Shares so sold;

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

"Offer Price" means the fixed price at which Shares are offered to the market in connection with the Admission as stated in the related public prospectus documentation;

"Option" means a conditional right to acquire Shares which is designated as an option by the Committee under Rule 3.2 (Type of Award);

"Option Price" means an amount per Share equal to the nominal value of a Share, which is payable on the exercise of an Option;

"Participant" means a person who holds (and/or held, as relevant in the case of Rule 8) an Award including his personal representatives;

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

"Performance Condition" means a condition related to performance which is specified by the Committee under Rule 3.1 (Terms of grant);

"Performance Period" means the period over which a Performance Condition is assessed;

"Plan" means the Baltics Classifieds Group PLC Performance Share Plan as amended from time to time;

"Policy" means the Company's directors' remuneration policy that has most recently been approved by the Company's shareholders;

"Recovery and Withholding" means an obligation to repay the amounts referred to in Rule 14.3;

"Recruitment Award" means an Award granted in connection with the recruitment of a Participant;

"Rule" means a rule of the Plan;

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

"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;

"Vest" means:

  • (a) in relation to an Option, it becoming exercisable;
  • (b) in relation to a Conditional Award, a Participant becoming entitled to have Shares transferred to him (or his nominee) subject to the Rules;

and Vesting shall be construed accordingly;

"Vested Shares" means those Shares in respect of which an Award Vests.

  • 1.2 Any reference in the Plan to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted.
  • 1.3 Where the context admits, a reference to the singular includesthe plural and a reference to the male includes the female.
  • 1.4 Expressionsin italics, headings and any footnotes are for guidance only and do not form part of the Plan.

2. ELIGIBILITY

An individual is eligible to be granted an Award only if he is an employee of a Participating Company.

3. GRANT OF AWARDS

3.1 Terms of grant

Subject to Rule 3.6 (Timing of grants), Rule 3.7 (Approvals and consents) and Rule 4 (Limits), the Committee may resolve to grant an Award on:

  • (a) the terms set out in the Plan; and
  • (b) such additional terms if any (whether a Performance Condition and/or any other terms) as the Committee may specify

to any person who is eligible to be granted an Award under Rule 2 (Eligibility).

An Award may be divided into distinct tranches which may have different Normal Vesting Dates and, if so, the Rules will be construed as if each tranche were itself a separate Award.

3.2 Type of award

On or before the Grant Date, the Committee shall determine whether an Award shall be an Option or a Conditional Award. If the Committee does not specify the type of an Award on or before the Grant Date than an Award shall be an Option with an Option Price equal to the nominal value of a Share.

3.3 Method of grant

An Award shall be granted as follows:

  • (a) by deed executed by the Company;
  • (b) if an Award is an Option, the Committee shall determine on or before the Grant Date whether the Option has an Option Price (or whether it may be exercised for nil-cost, provided that the Committee may reduce or waive any such Option Price on or prior to the exercise of the Option.

3.4 Dividend Equivalent

The Committee may decide at any point up to the Vesting of an Award that a Participant (or his nominee) 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 dividend payment dates occurring during the period between the Grant Date and the date of Vesting.

The Committee shall decide the basis on which the value of such dividends shall be calculated. The Committee shall decide at this time whether the Dividend Equivalent shall be provided to the Participant in the form of cash and/or Shares. The Dividend Equivalent shall be provided in accordance with Rule 6.3 (Delivery of Dividend Equivalent).

3.5 Method of satisfying Awards

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

  • (a) by the issue of new Shares; and/or
  • (b) by the transfer of treasury Shares; and/or
  • (c) by the transfer of Shares (other than the transfer of treasury Shares).

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

3.6 Timing of grant

Subject to Rule 3.7 (Approvals and consents), an Award may only be granted:

  • (a) within the period of 6 weeks from the date on which the Plan is adopted by the Board;
  • (b) within the period of 6 weeks from the date of Admission;
  • (c) within the period of 6 weeks beginning with the dealing day after the date on which the Company announces its results for any period;
  • (d) within the period of 6 weeks beginning with the day on which the Policy is approved by shareholders; or
  • (e) at any other time when the Committee considersthat circumstances are sufficiently exceptional to justify its grant

but an Award may not be granted after the period of 10 years beginning with the date of Admission.

3.7 Approvals and consents

The grant of any Award shall be subject to obtaining any approval or consent required under the Listing Rules, any relevant share dealing code of the Company, the City Code on Takeovers and Mergers, or any other relevant UK or overseas regulation or enactment.

3.8 Non-transferability and bankruptcy

An Award granted to any person:

  • (a) shall not be transferred, assigned, charged or otherwise disposed of (except on his death to his personal representative) and shall lapse immediately on any attempt to do so; and
  • (b) shall lapse immediately if he is declared bankrupt or, if the Participant is outside the UK, any analogous event occurs.

3.9 Acceptance

A Participant may be required to accept an Award in such form as the Board reasonably requires and, if the Board has required such an acceptance and has not received (or waived the right to receive) such acceptance on or before the date that is three months after the Grant Date:

(a) the Award may not Vest; and

(b) the Board may determine that the Award will lapse.

4. LIMITS

4.1 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 4.3) on or after the date of Admission and 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.

4.2 5 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 4.3) to an executive director of the Company or other member of the Group's senior management team on or after the date of Admission and in the period of 10 calendar years ending with that calendar year under the Plan and under any other executive share plan (i.e. only discretionary share plans and not including all-employee plans) adopted by the Company to exceed such number as represents 5 per cent' of the ordinary share capital of the Company in issue at that time.

4.3 Meaning of "allocated"

For the purposes of Rules 4.1 and 4.2:

  • (a) Shares are allocated:
    • (i) when an option, award or other contractual right to acquire unissued Shares or treasury Shares is granted;
    • (ii) 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;
  • (b) 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 trustee 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; and

(c) Shares issued (or transferred from treasury) or committed to be issued (or transferred from treasury) to satisfy an Award granted before or in connection with Admission (including the Initial Awards) will not count as allocated.

4.4 Post-grant events affecting number of "allocated" Shares

For the purposes of Rule 4.3:

  • (a) where:
    • (i) 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
    • (ii) after the grant of an option, award or other contractual right the Committee determines that:
      • (aa) it shall be satisfied wholly or partly by the payment of cash on its vesting or exercise; or
      • (bb) 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

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

4.5 Changes to investor guidelines

Treasury Shares shall cease to count as allocated Shares for the purposes of Rule 4.3 if institutional investor guidelines cease to require such Shares to be so counted.

4.6 Individual limit

The maximum total market value of Shares (calculated as set out in this Rule) over which Awards may be granted to any employee in respect of any financial year of the Company is 500% of his salary (as defined in this Rule).

For the purposes of Rule 4.6:

  • (i) an employee's salary shall be such amount as the Committee determines shall be taken to be his salary for the purposes of the Plan and which, for the avoidance of doubt, may be greater than the rate of salary he is paid and/or which he is contractually entitled to receive; and
  • (ii) where a salary is denominated in a currency other than euro, it shall be treated as converted into euro at such a rate of exchange as the Committee may reasonably select;
  • (iii) the market value of the Shares over which an Award is to be granted shall:
    • (aa) be taken to be an amount equal to the average middle-market quotation of such Shares (as derived from the London Stock Exchange Daily Official List) on each Friday (or if the market is closed the prior working day on which the market was open) in the period beginning with the Grant Date for the Awards most recently granted under the Plan and ending with the day before the Grant Date for the proposed Award, subject to a maximum period of eight months prior to the Grant Date for the proposed Award; and
    • (bb) in the case of the Initial Awards only, shall be taken as the Offer Price.

The Committee, acting fairly and reasonably, shall have the power to select a different basis for calculating the market value under (iii) (aa) of this Rule 4.6 provided it believes that doing so is in the interests of the Company's shareholders and, to the extent that the Award relates to an executive director of the Company, is subsequently disclosed in the next annual report of the Company; and

(iv) Recruitment Awards shall be disregarded.

4.7 Effect of limits

Any Award shall be limited and take effect so that the limits in this Rule 4 are complied with.

4.8 Restrictions on use of unissued Shares and treasury Shares

No Shares may be issued or treasury Shares transferred to satisfy the exercise of an Option or the Vesting of any Conditional Award to the extent that such issue or transfer would cause the number of Shares allocated (as defined in Rule 4.3 and adjusted under Rule 4.4) to exceed the limits in Rule 4.1 and 4.2 (10 per cent. and 5 per cent. in 10 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.

5. VESTING OF AWARDS

5.1 Timing of Vesting: Normal Vesting Date

Subject to Rule 5.4 (Restrictions on Vesting: regulatory and tax issues), an Award shall Vest on the later of:

  • (a) if any Performance Condition and any other condition has been imposed on the Vesting of the Award, the date on which the Committee determines whether or not such Performance Condition or other condition has been wholly or partly satisfied;
  • (b) the date on which the Committee determines whether any adjustment should be made under Rule 5.3; and
  • (c) the third anniversary of the Grant Date, or such other date as the Committee may determine at the Grant Date

except where earlier Vesting occurs on an Early Vesting Date under Rule 11 (Leavers) or Rule 12 (Takeovers and other corporate events).

5.2 Extent of Vesting

An Award shall only Vest to the extent:

  • (a) subject to Rule 5.3, that any Performance Condition is satisfied on the Normal Vesting Date or, if appropriate, the Early Vesting Date;
  • (b) that any other term imposed on the Vesting of the Award permits;
  • (c) in relation to Vesting before the Normal Vesting Date, in accordance with Rules 11.4 and 12.5 (Reduction in the number of Vested Shares); and
  • (d) any operation of the Recovery and Withholding provisions permit.

Where, under Rule 11 (Leavers) or Rule 12 (Takeovers and other corporate events), an Award would (subject to the satisfaction of any Performance Condition) Vest before the end of the full period over which performance would be measured under any Performance Condition then, unless provided to the contrary by the Performance Condition, the extent to which the Performance Condition has been satisfied in such circumstances shall be determined by the Committee on such a reasonable basis as it decides.

5.3 Discretion at Vesting

As soon as reasonably practicable after

  • (a) in the case of an Award subject to a Performance Condition, the Committee's determination of whether or not such Performance Condition or other condition has been wholly or partly satisfied; and
  • (b) in the case of an Award that is not subject to a Performance Condition, the date which would, but for this Rule 5.3, be the Normal Vesting Date, the Committee may adjust (including by reducing to nil) the extent to which the Award would (but for this Rule 5.3) Vest if it considers that:
    • (i) such Vesting level does not reflect the underlying financial or non-financial performance of the Participant or the Group over the period from the Grant Date (or, if earlier and the Committee so determines, the start of the period over which any applicable Performance Condition is assessed) to the date of the Committee's assessment under the this Rule 5.3(b);
    • (ii) such Vesting level is not appropriate in the context of circumstances that were unexpected or unforeseen at the Grant Date; or
    • (iii) there exists any other reason why an adjustment is appropriate

taking into account such factors as the Committee considers relevant.

5.4 Restrictions on Vesting: regulatory and tax issues

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

  • (a) the Vesting of the Award, and the issue or transfer of Shares after such Vesting, would be lawful in the relevant jurisdictions for that Award and in compliance with the Listing Rules, any relevant share dealing code of the Company, the City Code on Takeovers and Mergers and any other relevant UK or overseas regulation or enactment;
  • (b) if, on Vesting of the Award, a Tax Liability would arise by virtue of such Vesting and the Board decides that such Tax Liability shall not be satisfied by the sale of Shares pursuant to Rule 5.6 (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;
  • (c) 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
  • (d) 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.

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

5.5 Tax liability before Vesting

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 then the Participant shall be deemed to have authorised the Company to sell or procure the sale of sufficient of the Shares subject to his Award on his behalf to ensure that the relevant Group Member receives the amount required to discharge the Tax Liability and the number of Shares subject to his Award shall be reduced accordingly.

For the purposes of this Rule 5.5, references to Group Member include any former Group Member.

5.6 Payment of Tax Liability

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

6. CONSEQUENCES OF VESTING

6.1 Options

An Option shall,subject to Rule 7.1 (Restrictions on the exercise of an Option: regulatory and tax issues), be exercisable in respect of Vested Shares during the period commencing on the date on which an Option Vests and expiring on the eve of the 10th anniversary of the Award's Grant Date (or such shorter period specified by the Committee on or prior to grant of the Award) subject to it lapsing earlier under Rule 11 (Leavers) or Rule 12 (Takeovers and other corporate events).

If an Option is not exercised during the last 30 days of the Exercise Period because of any regulatory restrictions referred to in Rule 7.1(a), the Committee may extend the period during which the Option may be exercised so as to permit the Option to be exercised as soon as those restrictions cease to apply.

6.2 Conditional Awards

On or before the Vesting of a Conditional Award, the Board shall ask the Participant to confirm whether he wishes to receive the Shares in respect of which his Conditional

Award has Vested or is expected to Vest and the date by which he must give such confirmation (the "Acceptance Date").

If the Participant does not confirm on or before the Acceptance Date that he wishes to receive the Shares in respect of which his Conditional Award has Vested or is expected to Vest, he will have no entitlement to any such Shares and his Conditional Award will lapse 30 days thereafter unless the Committee determines otherwise.

On or as soon as reasonably practicable after the Acceptance Date applying to a Conditional Award, the Board shall, subject to Rule 5.6 (Payment of Tax Liability) and any arrangement made under Rules 5.4(b) and 5.4(c) (Restrictions on Vesting: regulatory and tax issues), transfer or procure the transfer of the Vested Shares to the Participant who has confirmed that he wishes to receive Vested Shares (or a nominee for him).

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

6.3 Delivery of dividend equivalent

If the Committee decided under Rule 3.4 (Treatment of dividends) that a Participant would be entitled to the Dividend Equivalent in relation to Shares under their Award but did not decide at that time whether the Dividend Equivalent would be provided in the form of cash and/or Shares, then the Committee shall make such decision on or before the Vesting of the Award.

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 the Dividend Equivalent.

The provision of the Dividend Equivalent to the Participant shall be made as soon as practicable after the issue or transfer of Vested Shares and:

  • (a) in the case of a cash payment, 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; or
  • (b) in the case of a provision of Shares, Rule 5.4 (Restrictions on Vesting: regulatory and tax issues) and Rule 5.6 (Payment of Tax Liability) shall apply as if such provision was the Vesting of an Award.

7. EXERCISE OF OPTIONS

7.1 Restrictions on the exercise of an Option: regulatory and tax issues

An Option which has Vested may not be exercised unless the following conditions are satisfied:

  • (a) the exercise of the Option and the issue or transfer of Shares after such exercise would be lawful in all relevant jurisdictions and in compliance with the Listing Rules, any relevant share dealing code of the Company, the City Code on Takeovers and Mergers and any other relevant UK or overseas regulation or enactment;
  • (b) if, on the exercise of the Option, a Tax Liability would arise by virtue of such exercise and the Board decides thatsuch Tax Liability shall not be satisfied by the sale of 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 such Tax Liability;
  • (c) 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 Option; and
  • (d) 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.

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

7.2 Exercise in whole or part

An Option must be exercised to the maximum extent possible at the time of exercise unless the Committee decides that a Participant may exercise the Option in respect of such fewer number of Shares as it decides.

7.3 Method of exercise

The exercise of any Option shall be effected in the form and manner prescribed by the Board. Unlessthe Board, acting fairly and reasonably determines otherwise, any notice of exercise shall, subject to Rule 7.1 (Restrictions on the exercise of an Option: regulatory and tax issues), take effect only when the Company receives it, together with payment of any relevant Option Price (or, if the Board so permits, an undertaking to pay that amount).

7.4 Payment of Tax Liability

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

7.5 Transfer or allotment timetable

As soon as reasonably practicable after an Option 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) (Restrictions on exercise: regulatory and tax issues), transfer or procure the transfer to him (or a nominee for him) or, if appropriate, allot to him (or a nominee for him) the number of Shares in respect of which the Option has been exercised.

The Committee may make the delivery of any Sharesto satisfy the exercise of an Option conditional on the Participant taking any action (including entering into any agreement) in relation to those Shares reasonably required by the Board in connection with any Shareholding Requirement.

7.6 Lapse of Options

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

8. HOLDING PERIOD

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

This Rule 8 shall apply to Awards(other than Recruitment Awards) granted to executive directors (including former) of the Company and to such Awards granted to such other individuals as the Committee determines.

Subject to Rule 8.2 (Permitted transfers) below, each relevant Participant agrees in relation to any Award to which this Rule applies:

  • (a) to hold his Net Vested Shares during the Holding Period applying to those Shares in accordance with such terms and conditions that the Committee may impose and determine from time to time, which may include his Net Vested Shares being held by a nominee appointed by the Company, on his behalf;
  • (b) not to sell, transfer, assign or dispose of any interest in his Net Vested Shares until the expiry of the Holding Period applying to those Shares;
  • (c) that if he acquires any further Shares by virtue of his holding of Net Vested Shares during the Holding Period those newly acquired Shares shall also be held

subject to the terms of this Rule 8 asthey apply to the original Net Vested Shares until the expiry of the Holding Period unless the Committee, in its discretion, determines otherwise; and

(d) to enter into any other document required by the Committee from time to time to give effect to the restrictions under this Rule 8.

For the avoidance of any doubt, Net Vested Shares shall not be subject to any risk of forfeiture during the Holding Period.

8.2 Permitted transfers during the Holding Period

  • (a) Subject to the prior approval of the Committee, the Participant may transfer or assign some or all of his Net Vested Shares to hisspouse or civil partner or to the Participant's personal pension plan (the "transferee") during the Holding Period provided that the transferee has agreed to comply with the terms of 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.
  • (b) The Committee may, in its discretion, allow a Participant to sell, transfer, assign or dispose of some or all of his Net Vested Shares before the end of the Holding Period, subject to any additional terms and conditions that the Committee may specify.

8.3 Expiry of the Holding Period

The Holding Period shall expire on the earliest of:

  • (a) the second anniversary of the Award's Normal Vesting Date or such other date as the Committee determines;
  • (b) the date of an event under Rule 12.1 or 12.2 (excluding an internal reorganisation under Rule 12.4);
  • (c) the death of the Participant; and
  • (d) such other date determined by the Committee, in its discretion.

Net Vested Shares shall cease to be subject to any restrictions under this Rule 8 once the Holding Period has expired. As soon as reasonably practicable following the expiry of the Holding Period the Board shall transfer or procure the transfer of the legal title for the Net Vested Shares and any documents of title relating to those Net Vested Shares to the Participant or his nominee.

9. CASH ALTERNATIVE

9.1 Committee determination

Where an Option has been exercised or where a Conditional Award Vests and Vested Shares have not yet been allotted or transferred to the Participant (or his nominee), the Committee may determine that, in substitution for hisright to acquire such number of Vested Shares as the Committee may decide (but in full and final satisfaction of his right to acquire those Shares), he shall be paid by way of additional employment income a sum equal to the cash equivalent (as defined in Rule 9.3) of that number of Shares in accordance with the following provisions of this Rule 9.

9.2 Limitation on the use of this Rule

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.

9.3 Cash equivalent

For the purpose of this Rule 9, the cash equivalent of a Share is:

  • (a) in the case of a Conditional Award, the market value of a Share on the day when the Award Vests;
  • (b) in the case of an Option, the market value of a Share on the day when the Option is exercised reduced by the Option Price in respect of that Share.

Market value on any day shall be determined as follows:

  • (a) if on the day of Vesting or exercise, Shares are quoted in the London Stock Exchange Daily Official List, the middle-market quotation of a Share, as derived from that List, on that day; or
  • (b) if Shares are not so quoted, such value of a Share as the Committee reasonably determines.

9.4 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 his right to acquire any number of Vested Shares:

(a) the Company shall pay to him or procure the payment to him of thatsum in cash; and

(b) if he has already paid the Company for those Shares, the Company shall return to him the amount so paid by him.

9.5 Deductions

There shall be deducted from any payment under this Rule 9 such amounts(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.

10. LAPSE OF AWARDS

An Award shall lapse:

  • (a) in accordance with the Rules; or
  • (b) to the extent it does not Vest under these Rules.

11. LEAVERS

11.1 Good leavers before the Normal Vesting Date

If a Participant ceases to be a director or employee of a Group Member before the Normal Vesting Date by reason of:

  • (a) death;
  • (b) his office or employment being with either a company which ceases to be a Group Member or relating to a business or part of a business which istransferred to a person who is not a Group Member; or
  • (c) or any other reason, if the Committee so decides

then

  • (i) subject to Rule 5.4 (Restrictions on Vesting: regulatory and tax issues), his Award shall Vest on the Early Vesting Date and Rule 11.4 (Leavers: reduction in number of Vested Shares) shall apply; unless
  • (ii) the Committee decides that subject to Rule 5.4 (Restrictions on Vesting: regulatory and tax issues), Rule 11.6 (Death following cessation of employment), Rule 11.7 (Leavers – post-cessation change in circumstances) and Rule 12 (Takeovers and other corporate events), his Award shall Vest on the Normal Vesting Date and Rule 11.4 (Leavers: reduction in number of Vested Shares) shall apply, and

an Award in the form of an Option which Vests under (i) or (ii) above may, subject to Rule 7.1 (Restrictions on exercise) and Rule 12 (Takeovers and other corporate events), be exercised in respect of the Vested Shares within the period of 12 months

commencing on the date of Vesting (or, if shorter, until the expiry of the Exercise Period) and, to the extent that the Option is not exercised, it shall lapse at the end of that period.

11.2 Good leavers on or after the Normal Vesting Date

If a Participant who holds an Option ceases to be a director or employee of a Group Member on or after the Normal Vesting Date for a reason specified in Rule 11.1 then, subject to Rule 7.1 (Restrictions on exercise) and Rule 12 (Takeovers and other corporate events), that Option shall continue to be exercisable for a period of 12 months commencing on the date of cessation (or, if shorter, until the expiry of the Exercise Period) and, to the extent that the Option is not exercised, it shall lapse at the end of that period.

11.3 Cessation of employment in other circumstances

If a Participant ceases to be a director or employee of a Group Member for any reason other than those specified in Rules 11.1 and 11.2 (Good leavers) then any Award held by him shall lapse immediately on such cessation.

11.4 Leavers: reduction in number of Vested Shares

Where an Award Vests on or after a Participant ceasing to be a director or employee of a Group Member, the Committee shall determine the number of Vested Shares of that Award by the following steps:

  • (a) applying any Performance Condition and any other condition imposed on the Vesting of the Award;
  • (b) adjusting the number of Shares determined under Rule 11.4(a) if it considersthat Rule 5.3(i), (ii), or (iii) applies, taking into account such factors as the Committee considers relevant; and
  • (c) applying a pro rata reduction to the number of Shares determined under Rules 11.4(a) and 11.4(b) based on:
    • (i) in the case of an Award that is subject to a Performance Condition, the proportion of the Performance Period (or such other period as the Committee may determine at the Grant Date) that has elapsed at the date of cessation; or
    • (ii) in the case of an Award that is not subject to a Performance Condition, the proportion of the period from the Grant Date to the expected Normal Vesting Date (orsuch other period asthe Committee may determine at the Grant Date) that has elapsed at the date of cessation

unless the Committee decides that the basis of the reduction in the number of Vested Shares under Rule 11.4(c) is inappropriate in any particular case when it shall increase or decrease the number of Vested Shares to such higher or lower number as it decides provided that number does not exceed the number of Shares determined under Rule 11.4(a) and 11.4(b).

If an Award Vests under any of Rules 12.1 to 12.3 when the holder of that Award has ceased to be a director or employee of a Group Member then this Rule 11.4 shall take precedence over Rule 12.5.

11.5 Meaning of ceasing employment

A Participant shall not be treated for the purposes of this Rule 11 as ceasing to be a director or employee of a Group Member until such time as he is no longer a director or employee of any Group Member, unless the Committee determines that he shall be treated as ceasing to be such a director or employee on the date on which he gives or receives notice of termination of employment. 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 while not acting as an employee or director.

The reason for the termination of office or employment of a Participant shall be determined by reference to Rules 11.1 to 11.3 regardless of whether such termination was lawful or unlawful.

11.6 Death following cessation of employment

If a Participant dies following cessation of employment in circumstances where his Award did not lapse but it has not Vested by the time of his death, it shall Vest immediately on his death to the extent determined by reference to the time of cessation in accordance with Rule 11.1(ii).

An Award in the form of an Option that Vests under this Rule may, subject to Rule 7.1 (Restrictions on exercise) and Rule 12 (Takeovers and other corporate events), be exercised in respect of the Vested Shares within the period of 12 months commencing on the date of Vesting (or, if shorter, until the expiry of the Exercise Period) and, to the extent that the Option is not exercised, it shall lapse at the end of that period.

11.7 Leavers – post-cessation change of circumstances

If an unvested Award continues in accordance with Rule 11.1 (Good leavers before the normal Vesting Date) following a Participant ceasing to hold office or employment with a Group Member, the Board may:

  • (a) require the Participant to confirm, in such form and at such time or times as the Board requires that in the period between the date of cessation and the Normal Vesting Date they have not started employment with, or otherwise to provide services for which they are remunerated to, any other person;
  • (b) make the delivery of any Shares to satisfy the Vesting of the Award (if it is a Conditional Award) or the exercise of the Award (if it is an Option) conditional on the Participant giving the confirmation referred to in Rule 11.7(a);
  • (c) determine that the Award will lapse if:
    • (i) the Participant does not give the confirmation referred to in Rule 11.7(a); or
    • (ii) if the Board determines that in the period between the date of cessation and the Normal Vesting Date the Participant has started employment with, or otherwise to provide services for which they are remunerated to, any other person.

12. TAKEOVERS AND OTHER CORPORATE EVENTS

12.1 General offers

In the event that any person (or group of persons acting in concert):

  • (a) obtains Control of the Company as a result of making a general offer to acquire Shares; or
  • (b) 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), the following provisions shall apply:

  • (i) subject to Rule 5.4 (Restrictions on Vesting: regulatory and tax issues), all Awards shall Vest on the date of such event if they have not then Vested and Rule 12.5 (Corporate events: reduction in number of Vested Shares) shall apply; and
  • (ii) any Option may, subject to Rule 7.1 (Restrictions on exercise), be exercised within one month of the date ofsuch event (or, ifshorter, until the expiry of the Exercise Period), but to the extent that an Option is not exercised within that period, that Option shall (regardless of any other provision of the Plan) lapse at the end of that period.

12.2 Schemes of arrangement and winding up

In the event that:

  • (a) 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
  • (b) the Company passes a resolution for a voluntary winding up of the Company; or
  • (c) an order is made for the compulsory winding up of the Company

all Awards shall, subject to Rule 5.4 (Restrictions on Vesting: regulatory and tax issues) and Rule 12.4 (Internal reorganisations), Vest on the date of such event if they have not then Vested and Rule 12.5 (Corporate events: reduction in number of Vested Shares) shall apply.

If an event as described in this Rule occurs then an Option may, subject to Rule 7.1 (Restrictions on exercise) and Rule 12.4 (Internal reorganisations), be exercised within one month of such event (or, if shorter, until the expiry of the Exercise Period), but to the extent that the Option is not exercised within that period, it shall (regardless of any other provision of the Plan) lapse at the end of that period.

12.3 Demergers and similar events

If a demerger, special dividend or other similar 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 that the following provisions shall apply:

  • (a) the Committee shall, assoon asreasonably practicable after deciding to apply these provisions, notify a Participant that,subject to earlier lapse under Rule 11 (Leavers), his Award Vests and, if relevant, his Option may, subject to Rule 7.6 (Lapse of Options) and Rule 11 (Leavers), be exercised on such terms as the Committee may determine and during such period preceding the Relevant Event or on the Relevant Event asthe Committee may determine and shall (regardless of any other provision of the Plan) lapse at the end of that period to the extent unexercised;
  • (b) if an Award Vests, or an Option is exercised, conditional upon the Relevant Event and such event does not occur then the conditional Vesting or exercise shall not be effective and the Award shall continue to subsist; and
  • (c) if the Committee decides that an Award Vests under this Rule 12.3 then the date of that Vesting shall be the Early Vesting Date and the provisions of Rule 12.5 (Corporate events: reduction in number of Vested Shares) shall apply.

12.4 Internal reorganisations

In the event that:

  • (a) a company (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) (Schemes of arrangement and winding up); and
  • (b) at least 75% of the shares in the Acquiring Company are expected to be held by substantially the same persons who immediately before the obtaining of Control of the Company were shareholders in the Company

then the Committee, with the consent of the Acquiring Company, may decide before the obtaining of such Control that an Award shall not Vest under Rule 12.1 or Rule 12.2 but shall be automatically surrendered in consideration for the grant of a new award which the Committee determines is equivalent to the Award (including as to any Performance Condition) 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.

12.5 Corporate events: reduction in number of Vested Shares

If an Award Vests under any of Rules 12.1 to 12.3, the Committee shall determine the number of Vested Shares of that Award by the following steps:

  • (a) applying any Performance Condition and any other condition imposed on the Vesting of the Award;
  • (b) adjusting the number of Shares determined under Rule 12.5(a) if it considers that Rule 5.3(i), (ii) or (iii) applies, taking into account such factors as the Committee considers relevant; and
  • (c) subject to Rule 11.4 (Leavers: reduction in number of Vested Shares), by applying a pro rata reduction to the number of Shares determined under Rule 12.5(a) based on
    • (i) in the case of an Award that is subject to a Performance Condition, the proportion of the Performance Period (for such other period as the Committee may determine at the Grant Date) that has elapsed at the Early Vesting Date; or
    • (ii) in the case of an Award that is not subject to a Performance Condition, the proportion of the period from the Grant Date to the expected Normal Vesting Date (or such other period as the Committee may determine at the Grant Date) that has elapsed at the Early Vesting Date

unless the Committee, acting fairly and reasonably, decides that the reduction in the number of Vested Shares under Rule 12.5(c) is inappropriate in any particular case when it shall 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 12.5(a) and 12.5(b).

13. ADJUSTMENT OF AWARDS

13.1 General rule

In the event of:

  • 13.1.1 any variation of the share capital of the Company; or
  • 13.1.2 a demerger, special dividend or other similar event which affects the market price of Shares to a material extent

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

13.2 Method of adjustment

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

  • (a) the number of Shares comprised in an Award;
  • (b) subject to Rule 13.3 (Adjustment below nominal value), the Option Price; and
  • (c) where any Award has Vested or Option has been exercised but no Shares have been transferred or allotted aftersuch Vesting or exercise, the number of Shares which may be so transferred or allotted and (if relevant) the price at which they may be acquired.

13.3 Adjustment below nominal value

An adjustment under Rule 13.2 may have the effect of reducing the price at which Shares may be subscribed for on the exercise of an Option to less than their nominal value, but only if and to the extent that the Board is authorised:

  • (a) to capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares in respect of which the Option is exercised and which are to be allotted after such exercise exceeds the price at which the Shares may be subscribed for; and
  • (b) to apply that sum in paying up such amount on such Shares

so that on exercise of any Option in respect of which such a reduction shall have been made the Board shall capitalise that sum (if any) and apply it in paying up that amount.

14. RECOVERY AND WITHHOLDING

14.1 Applicability of Recovery and Withholding

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

14.2 Eventsthat lead to Recovery and Withholding

The Committee may decide at any time within the three year period commencing on the date on which an Award Vests that the individual to whom the Award was granted (the "Relevant Individual") shall be subject to an obligation to repay the amounts referred to in Rule 14.3 ("Recovery and Withholding") if the Committee formsthe view that:

  • (a) there has been a material misstatement (including any omission) in any Group Member's financial statements;
  • (b) any Group Member or relevant business unit has suffered significant reputational damage;
  • (c) there has been negligence or gross misconduct of a Participant;
  • (d) there has been fraud effected by or with the knowledge of a Participant;
  • (e) there has been material failure of risk management in any Group Member or relevant business unit;
  • (f) material corporate failure has occurred in any Group Company or relevant business unit;
  • (g) there has been an error in calculating the number of Shares subject to an Award or the price at which the Award was granted;
  • (h) in assessing any Performance Condition and/or any other condition imposed on the Award and/or whether any adjustment to Vesting should be made for the reasons referred to in Rule 5.3(i), (ii), or (iii), such assessment was based on an error, or on inaccurate or misleading information or assumptions;
  • (i) the Relevant Individual ceasesto be a director or employee of a Group Member (as defined in Rule 11.5) as a result of misconduct on the part of that individual or the Committee is of the view that the Relevant Individual could have been summarily terminated by reason of his gross misconduct in each case in relation to an act or omission, preceding the Vesting of the Award; or
  • (j) any other circumstances of a similar nature or effect to those in this Rule 14.2 at the discretion of the Committee.

In the event of material litigation or investigation relating to any of the matters identified under this rule 14.2 (Events that lead to Recovery and Withholding) the three year period may be extended at the discretion of the Committee until the conclusion of such litigation or investigation and for 12 months thereafter.

14.3 Amount to be subject to Recovery and Withholding

The Committee shall determine the amount to be subject to Recovery and Withholding under Rule 14.2 on such basis as the Committee reasonably decides. The Committee shall have discretion to consider the extent to which tax has already been paid and may not be recoverable for the Relevant Individual subject to Recovery and Withholding in determining amount to be recovered or withheld.

14.4 Satisfaction of the Recovery and Withholding

The Recovery and Withholding shall be satisfied asset out in any of the following ways, at the discretion of the Committee:

  • (a) reducing (including, if appropriate, reducing to zero) any future elements of the remuneration of the Relevant Individual;
  • (b) cancelling Shares subject to any subsisting award (either unvested or vested but unexercised, as relevant) held by the Relevant Individual under any remuneration scheme operated by the Company; and/or
  • (c) cash payment from the Relevant Individual to the Company.

Such satisfaction shall be made at such time or times as the Committee determines appropriate and which, in the case of unvested awards, shall be at the time they would otherwise ordinarily vest unless the Committee decides otherwise.

15 ALTERATIONS

15.1 General rule on alterations

Except as described in Rule 15.2 (Shareholder approval) and Rule 15.5 (Alterations to disadvantage of Participants) the Committee may at any time alter the Plan or the terms of any Award.

15.2 Shareholder approval

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 to the provisions concerning:

  • (a) eligibility;
  • (b) the individual limits on participation;
  • (c) the overall limits on the issue of Shares or the transfer of treasury Shares;
  • (d) the basis for determining a Participant's entitlement to, and the terms of, Shares or cash provided under the Plan;
  • (e) the adjustments that may be made in the event of any variation of capital; and
  • (f) the terms of this Rule 15.2

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

15.3 Exceptionsto shareholder approval

Rule 15.2 (Shareholder approval) shall not apply to:

  • (a) 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
  • (b) any alteration relating to a Performance Condition made under Rule 15.6.

15.4 Overseas Plans

The Board may establish further plans for other territories which are based on the Plan but modified to take account of local tax, exchange control or securities laws provided that any Shares may be available under any such plan are treated as counting against the limitsin Rule 4 provided, in the case ofthe limitsin Rule 4.1 and Rule 4.2, the Shares are "allocated" as defined in Rule 4.3.

15.5 Alterationsto disadvantage of Participants

No alteration to the material disadvantage of Participants (other than a change to any Performance Condition) shall be made under Rule 15.1 unless:

  • (a) the Board shall have invited every relevant Participant to indicate whether or not he approves the alteration; and
  • (b) the alteration is approved by a majority of those Participants who have given such an indication.

15.6 Alterationsto a Performance Condition

The Committee may amend any Performance Condition without prior shareholder approval if:

(a) an event has occurred which causes the Committee reasonably to consider that it would be appropriate to amend the Performance Condition;

  • (b) the altered Performance Condition will, in the reasonable opinion of the Committee, be not materially less difficult to satisfy than the unaltered Performance Condition would have been but for the event in question; and
  • (c) the Committee shall act fairly and reasonably in making the alteration.

16 MISCELLANEOUS

16.1 Employment

The rights and obligations of any individual under the terms of his office or employment with any Group Member shall not be affected by his participation in the Plan or any right which he 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 his office or employment for any reason whatsoever insofar as those rights arise or may arise from him 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.

16.2 Disputes

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.

16.3 Exercise of powers and discretions

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.

16.4 Share rights

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

Where Vested Shares are transferred to Participants (or their nominee) or, in the case of Forfeitable Shares, released from their restrictions under the Plan, Participants shall be entitled to all rights attaching to such Shares by reference to a record date on or after the date of such transfer or release of such restrictions.

16.5 Notices

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

  • (a) by personal delivery or by internal or ordinary post, in the case of a company to the company secretary at its registered office or to such other address as may from time to time be notified to an individual, and in the case of an individual to his last known address, or, where he is a director or employee of a Group Member, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment;
  • (b) 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
  • (c) by such other method as the Board determines.

Where a notice or document is sent to an eligible employee or Participant by ordinary or internal post, it shall be treated as being received 72 hours after it was put into the post properly addressed and, where relevant, stamped. In all other cases, the notice or document shall be treated as received when it is given. A notice or document sent to the Company shall only be effective once it is received by the Company, unless otherwise agreed by the Company. All notices and documents given or sent to the Company shall be given or sent at the risk of the sender.

16.6 Third parties

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

16.7 Benefits not pensionable

Benefits provided under the Plan shall not be pensionable.

16.8 Data Protection

If a Participant is employed outside the European Economic Area or the United Kingdom and consent is needed for the collection, processing and transfer of his personal data under applicable local law, by participating in the Plan the Participant gives their consent for the purposes of the Plan.

For the purposes of compliance with the General Data Protection Regulation (EU) 2016/679, and any UK or other legal or regulatory equivalent, the Company will separately provide a Participant with information on the collection, processing and transfer of their personal data, including the grounds for processing.

16.9 If UK law diverges from EU law, then any references in the Plan documentation to EU legislation will be interpreted as to the UK equivalent legislation, as in force from time to time.

16.10 Governing law

The Plan and all Awardsshall be governed by and construed in accordance with the law of England and Wales and the Courts of England and Wales have exclusive jurisdiction to hear any dispute.

SCHEDULE

CASH CONDITIONAL AWARDS

The Rules of the Plan shall apply to a right (a "Cash Conditional Award") to receive a cash sum granted or to be granted under this Schedule as if it was a Conditional Award, except as set out in this Schedule. Where there is any conflict between the Rules and this Schedule, the terms of this Schedule shall prevail.

    1. The Committee may grant or procure the grant of a Cash Conditional Award.
    1. Each Cash Conditional Award shall relate to a given number of notional Shares.
    1. On the Vesting of the Cash Conditional Award the holder of that Award shall be entitled to a cash sum which shall be equal to the "Cash Value" of the notional Vested Shares, where the Cash Value of a notional Share is the market value of a Share on the date of Vesting of the Cash Conditional Award. For the purposes of this Schedule, the market value of a Share on any day shall be determined in accordance with Rule 9.3 (Cash equivalent).
    1. The cash sum payable under paragraph 3 above shall be paid by the employer of the Participant as soon as practicable after the Vesting of the Cash Conditional Award, net of any deductions (on account of tax or similar liabilities) as may be required by law.
    1. For the avoidance of doubt, a Cash Conditional Award shall not confer any right on the holder of such an Award to receive Shares or any interest in Shares.

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