Barr (A.G.) PLC — AGM Information 2024

Apr 23, 2024

A.G. BARR p.l.c.

RULES OF THE A.G. BARR p.l.c. 2024 SHARE SAVINGS SCHEME

Date approved by board of directors 21 March 2024 (subject to AGM approval)

____________________

Date approved at AGM

31 May 2024

1. Definitions

(a) In these Rules the following words and expressions have the following meanings:

"announcement date"	means the date on which the company announces its results for any period to the London Stock Exchange.
"approval date"	means the date on which the scheme was formally approved by shareholders at the company's annual general meeting or, if later, the date on which any applicable conditions to which such approval is subject have been satisfied or waived.
"associated company"	means an associated company of the company within the meaning of paragraph 35 of Schedule 3 to ITEPA.
"board"	means the board of directors for the time being of the company or the directors present at a duly convened meeting of the directors of the company at which a quorum is present or a committee appointed by the board of directors.
"bonus"	means the bonus payable under the relevant savings contract.
"company"	means A.G. BARR p.l.c. registered in Scotland under number SC 5653.
"control"	means control as defined in paragraph 49 of Schedule 3 to ITEPA (and "controlled" shall be construed accordingly), subject to rule 9(a)(iv).
"date of grant"	the date on which an option is granted under Rule 4 of these rules.
"eligible employee"	means any person who at the relevant invitation date is an employee or full time director of a participating company and who is chargeable to tax in respect of his office or 15 of ITEPA; and employment under section
	(i) who was an employee or full time director of a participating company for the period of continuous service

which may be set from time to time by

the board but not to exceed 5 years prior to the invitation date; and/or

(ii) who is designated by the board as an eligible employee,

provided that such person agrees to enter into a savings contract in accordance with the rules.

For the purposes of this definition, "full time" shall mean having a normal contractual working week of 25 hours or more, excluding meal breaks.

"ERA 1996" means the Employment Rights Act 1996.

"ER (NI)O 1996" means the Employment Rights (Northern Ireland) Order 1996.

"exercise price" the price at which the board determines that shares may be acquired being not less than 80 per cent (or such other percentage as may be permitted under paragraph 28 of Schedule 3 to ITEPA) of:

• (i) the average of the middle market quotations of a share as derived from the Daily Official List of the London Stock Exchange on which the shares are listed on the five dealing days immediately preceding the invitation date (and provided that each of those five days shall be a day which is within a period set out in rule 2(a)); or
• (ii) if applicable (for example, if the shares are not listed), market value of a share as assessed in accordance with Part VIII of TCGA 1992 and agreed in advance with Shares Valuation of HMRC; and

provided that in respect of options giving a right to subscribe for shares, the exercise price shall not be less than nominal value of a share.

"group" means the company and its subsidiaries whether incorporated in any part of the United Kingdom or elsewhere.

"HMRC"		means HM Revenue & Customs.
"invitation date"	an option.	means the date on which the board invites eligible employees to apply for the grant of
"ITEPA"	means	the Income Tax (Earnings and Pensions) Act 2003.
"London Stock Exchange"	means the London Stock Exchange plc.
"maturity date"	means the third or fifth anniversary of the starting date of the relevant savings contract as determined by the board or (where the board permits eligible employees to select a maturity date in respect of their option) selected by the relevant eligible employee, extended by up to six months if applicable by reason of any failure to pay a contribution on or before its due date in accordance with the terms designated by the board.
"maximum monthly contribution"	means the maximum monthly limit determined by the board from time to time, being not more than the amount specified in paragraph 25(3)(a) of Schedule 3 to ITEPA (being £500 as at the approval date).
"minimum monthly contribution"	means the minimum monthly limit determined by the board from time to time, being:
	(i)	not greater than the amount specified in paragraph 25(3)(b) of Schedule 3 to ITEPA (being £10 as at the approval date); and
	(ii)	not less than the minimum specified by the HM Treasury specifications for certified savings arrangements (being £5 as at the approval date).
"option"	means a right to acquire shares to be granted pursuant to the scheme or which has been so granted and is still subsisting.
"participant"	any person who has been granted and still holds subsisting options under the scheme. Reference to a participant shall include, where the context so admits or requires, the personal representatives of any such person.

"participating company"	means:
	(i)	the company; and
	(ii)	all of its subsidiaries incorporated in the UK,
	except	for those companies which are designated by the board as non-participating companies for the purposes of the scheme.
"rules"	means	these rules as amended from time to time in accordance with the provisions hereof.
"savings contract"	means ITEPA.	a savings contract entered into by an eligible employee which is in the form of a savings arrangement of the type approved by HMRC for the purposes of Schedule 3 to
"scheme"	means	the A.G. BARR p.l.c. 2024 Share Savings Scheme constituted for the time being, and established, by the rules.
"shares"	means company 3 to ITEPA.	fully paid ordinary shares of the that comply with Part 4 of Schedule
"subsidiary"	means	any company which is for the time being under the control of the company.
"TUPE"		the Transfer of Undertakings (Protection of Employment) Regulations 2006.

• (b) Words or expressions defined in ITEPA shall bear the same meanings in these rules and where there is a conflict the definitions in ITEPA shall take precedence.
• (c) Where the context so admits or requires words importing the singular shall include the plural and vice versa and words importing the masculine shall include any other gender.
• (d) Any reference to a statutory provision shall be deemed to include that provision as the same may from time to time be amended or re-enacted and any statutory instrument pursuant thereto.

2. Application for options

• (a) The board may, in their absolute discretion, determine the exercise price and invite applications for options from all eligible employees during the period of 42 days immediately following:-
  • (i) the approval date; or
  • (ii) an announcement date; or
  • (iii) the date on which any statute or any regulation or order made thereunder or any governmental directive effective for the time being to prevent the grant of options at the time provided for in (i) or (ii) above ceases to have effect.
• (b) The board shall determine and specify in any invitation to apply for options:
  • (i) the invitation date;
  • (ii) the exercise price;
  • (iii) subject to rule 5(b) the maximum aggregate number of shares over which options may be granted, if any;
  • (iv) the minimum monthly contribution and maximum monthly contribution that may be made under the savings contract;
  • (v) the bonus;
  • (vi) the maturity date of the savings contract (or, alternatively the board may permit eligible employees to select a 3 year or 5 year maturity date); and
  • (vii) the closing date for receipt by the company of applications for options which shall not be less than fourteen days nor later than twenty one days after the invitation date.
• (c) An invitation shall be given to all eligible employees to apply for an option at the relevant exercise price subject to the limits specified by rule 2(b)(iii) above and rule 3 and shall be made by means of notices on notice boards of all participating companies, circulars, letters or such other method (including electronic communications and / or websites or intranet sites) as the board may determine.
• (d) Each eligible employee may, before the closing date stated in the invitation, apply for an option. Each application shall be made in writing in such form as the board may from time to time prescribe, or made by such other method as the board may direct in the invitation, and such application shall:
  • (i) state the monthly amount which such eligible employee wishes to save under a savings contract;
• (ii) state the eligible employee's agreement to the terms of the savings contract; and
• (iii) authorise the board to complete and/or amend such application on behalf of the eligible employee in such manner as the board may determine having regard to the requirements of rule 2(b)(iii) and rule 2(b)(iv) above, rule 3 and rule 4(b).
• (e) The number of shares over which an option is applied for under this rule shall be deemed to be the whole number of shares (rounding down) obtained by dividing the amount repayable under the relevant savings contract (including the bonus) by the relevant exercise price.

3. Scaling down

• (a) If valid applications are received for a total number of shares in excess of any maximum number of shares determined by the board pursuant to rule 2(b)(iii), or any limitation under rule 5(b), the board shall scale down applications by taking, at its absolute discretion, any one or more of the following steps (which, apart from (iv), may be applied in any order), until the number of shares available equals or exceeds such total number of shares applied for:
  • (i) treating each application as not including a bonus in calculating the number of shares applied for;
  • (ii) treating any applications for a five year savings contract as an application for a three year savings contract;
  • (iii) reducing the proposed monthly contributions pro rata to the excess over such amount as the board shall determine for this purpose (being not less than the minimum monthly contribution permitted under the savings contract); and
  • (iv) if necessary after applying the above steps (i) to (iii) (and subject to rule 8(b) below), selecting by lot, with each successful applicant then permitted an option on the terms (as to the use of the bonus, the period of the savings contract and the monthly contributions) determined by the board under (i) to (iii) above.
• (b) If the number of shares available is insufficient to enable an option based on monthly contributions of the minimum monthly contribution permitted under the savings contract to be granted to each eligible employee making a valid application, the board may, as an alternative to selecting by lot, determine in its absolute discretion that no options shall be granted.
• (c) If the board so determines, the provisions in rule 3(a) may be modified in any manner (which is compliant with any relevant provisions in ITEPA and as may (if appropriate) be agreed in advance with HMRC).
• (d) If, in applying the scaling down provisions contained in this rule 3, options cannot be granted within the 30 day period referred to in rule 4(a), the grantor may extend that period by 12 days.

4. Grant of options

• (a) Options will be granted by the board pursuant to invitations issued in accordance with rule 2 to those eligible employees who have applied hereunder and not withdrawn such application (subject to adjustment of applications as provided for in rule 4(b) below) and to no other person whatsoever, provided that the person who applied is still an eligible employee at the date of grant. The date of grant shall occur, subject to rule 3(d), within 30 days of the first of the days used to determine the exercise price (see the definition of exercise price).
• (b) In the event that following any invitation pursuant to rule 2 the board receives valid applications which would result in the grant of options over a greater number of shares than permitted under rule 5(b) or than specified by the board in accordance with rule 2(b)(iii) then the board shall scale down valid applications in accordance with rule 3.
• (c) An option certificate will be issued to each participant in such form as the board may from time to time prescribe specifying the date of grant, the number of shares over which the option is granted and the exercise price within 30 days after the grant of the option, but this is without prejudice to the requirement to grant the option within the 30 days provided for in rule 4(a).
• (d) No option shall be capable of transfer or assignment and if a participant shall do or suffer any act or thing whereby he parts with or is deprived of the legal and/or beneficial ownership of an option, that option shall lapse.
• (e) Benefits received under the scheme will not be pensionable.
• (f) No option shall be granted before the approval date.
• 5. Limitation on the issue of shares
• (a) No option shall be granted after the tenth anniversary of the approval date.
• (b) In respect of options giving a right to subscribe for shares, the total number of shares over which options may be granted under the scheme, when added to the number of subsisting options to subscribe for shares under the scheme and any other rights to subscribe for shares under any other share option or share acquisition scheme operated by the company during the preceding 10 years, shall not exceed 10 per cent of the issued shares from time to time on the relevant date of grant.
• (c) For the avoidance of doubt, lapsed options shall not be counted for the purposes of the limit referred to in rule 5(b) above.
• (d) No option to subscribe for shares shall be granted to an eligible employee if the contribution payable by such eligible employee in any month under the savings contract to be entered into by him in connection with the option for which he has applied:
  • (i) is less than the minimum monthly contribution; or

(ii) when added to the contribution or contributions payable in such month under any other savings contract (in respect of this scheme or any other savings related share scheme operated under the requirements of Schedule 3 to ITEPA by the group) previously entered into by such eligible employee is greater than the maximum monthly contribution.

6. Exercise of options

• (a) Subject to rule 9 and rule 6(c) below options may only be exercised by a participant within six months following the maturity date of the relevant savings contract or if earlier within six months of:
  • (i) a participant ceasing to hold an office or employment within the group by reason of injury or disability or redundancy (in each of those cases within the meaning of ERA 1996 or ER(NI)O 1996), retirement or a relevant transfer within the meaning of TUPE; or
  • (ii) a participant ceasing to hold an office or employment within the group by reason only that:
    • (aa) his office or employment is in a company which ceases to be an associated company of the company by reason of a change of control; or
    • (bb) his office or employment relates to a business or part of a business which is transferred to a person who is not an associated company of the company (and which transfer is not a relevant transfer within the meaning of TUPE); or
  • (iii) a participant ceasing to hold an office or employment within the group for any other reason at least three years after the date of grant of the option.
• (b) No participant shall be treated for the purposes of rule 6(a)(i), rule 6(a)(ii) or rule 6(a)(iii) above as ceasing to hold the office or employment by virtue of which he is eligible to participate in the scheme until he ceases to hold an office or employment in the company or any associated company of the company.
• (c) If a participant dies prior to the maturity date of the relevant savings contract his option may be exercised within the period of 12 months after the date of his death or if he dies within 6 months after the maturity date of the savings contract, his option may be exercised within the period of 12 months after the maturity date of the savings contract.
• (d) Save as provided in rule 6(c) above, no option shall be exercisable by a participant more than 6 months after the maturity date of the relevant savings contract.
• (e) Save as provided in rule 6(a)(i), rule 6(a)(ii) and rule 6(a)(iii) above an option shall be exercised by a participant only if at the date of exercise he is a director or employee of a participating company or an associated company.
• (f) Subject to rule 6(g) below an option shall be exercisable once only in whole or in part during (any one of) the periods referred to in rule 6(a), rule 6(c) and rule 9 by the participant delivering to the secretary of the company at the registered office of the company written notice in such form as the board may from time to time determine specifying the number of shares in respect of which the option is exercised together with the relevant remittance or agreement as to its provision(in a form specified by the board). Subject to rule 9 the date of receipt by the secretary of the company of such notice together with such remittance or agreement shall be the date upon which the option is deemed to be exercised.
• (g) If upon exercise of an option the remittance that is or has been agreed to be provided as referred to in rule 6(f) above is less than the amount required to pay for all the shares in respect of which the option is exercisable the option shall be deemed to have been exercised in respect of such whole number of shares as may be acquired with the amount of the remittance and the option to the extent not so deemed to be exercised shall immediately lapse.
• (h) Shares acquired on exercise of an option under the scheme shall be paid for with monies not exceeding the amount of repayment (including, where relevant and not excluded under the scaling back process in rule 3, any bonus or interest) made under the related savings contract. For this purpose repayment under the savings contract shall exclude the repayment of any monthly contributions, the due for payment of which falls more than one month after the date on which repayment was made.

7. Lapse and surrender of options

• (a) An option shall immediately lapse and cease to be exercisable on the first of the following dates to occur:
  • (i) subject to rule 6(c), six months after the maturity date of the savings contract;
  • (ii) upon the participant ceasing to hold an office or employment within the group in any circumstances other than those described in rule 6(a)(i), rule 6(a)(ii) and rule 6(a)(iii);
  • (iii) upon the expiration of any of the periods referred to in rule 6(a) or rule 6(c), and in the event of more than one period applying to an option it shall be upon the first such expiry (except as provided for in rule 6(c));
  • (iv) as, and to the extent, provided in rule 6(g);
  • (v) as provided in rule 9;
  • (vi) upon the participant:
    • (aa) giving notice to the nominated savings body, or where relevant, the company, for repayment or that he intends to stop paying contributions under the related savings contract; or
• (bb) failing to pay a monthly contribution under the related savings contract on or before the due date on seven occasions, in each case before the earliest date on which the option becomes exercisable under rule 6(a);
• (vii) upon the participant being adjudicated bankrupt; or
• (viii) the date on which a resolution is passed or order is made by the Court for the compulsory winding up of the company.
• (b) A participant may at any time prior to the exercise thereof surrender an option (in whole but not in part) by serving notice in writing on the board of such intention. The surrender shall be effective from the date of receipt of such notice by the board, upon which date the relevant option shall immediately lapse.
• (c) It shall be a condition of the scheme that a participant shall not be entitled to any compensation, damages or other remedy in the event of cessation, lapse or alteration of or failure to obtain (for whatever reason) any right or rights in prospect under the scheme or under any option granted pursuant thereto subject always to rule 12(b)(ii) below. No provisions of the scheme or any option form part of any contract of employment between the company or any participating company and a participant, and nor will they be taken into account in determining any pension or other benefit related to remuneration.
• (d) Nothing in this scheme or in any instrument executed pursuant hereto shall confer upon any person any right to continue in the employ of the company or any company controlled by the company or shall affect the right of the company or any company controlled by the company to terminate the employment of any person without liability at any time with or without cause, nor shall impose upon the company or any company controlled by the company, the board or their respective agents and employees any liability for any lapse, forfeiture or termination of options which may result if that person's employment is so terminated.

8. Adjustments due to variations of share capital

• (a) If a variation of the issued share capital of the company by way of a capitalisation or rights issue, sub-division, consolidation or reduction shall take place then:
  • (i) the exercise price; and
  • (ii) the number and/or description of shares subject to an option,

shall be adjusted in such manner and with effect from such date, as the board may determine to be appropriate (and which may include retrospective adjustments) provided that (as nearly as reasonably possible) the aggregate exercise price (being the exercise price for one share under the relevant option multiplied by the number of shares under the option) and the aggregate market value of the total of all the shares to be acquired under the option (as at the time the adjustment is made) is the same immediately before and immediately after the adjustment.

• (b) If an adjustment made to the exercise price of unissued shares would have the effect of reducing the exercise price to less than the nominal value of a share it shall only be made if and to the extent that the board is authorised 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 exercisable exceeds the adjusted exercise price. The board may apply such sum in paying up such amount on such shares so that on the exercise of any option in respect of which such a reduction shall have been made, the board shall capitalise such sum (if any) and apply the same in paying up such amount aforesaid.
• (c) Notice of any such adjustments shall be given to participants by the board who may call in option certificates for endorsement or replacement.

9. Change in control, reconstruction and winding up of the company

• (a) If, in consequence of any general offer made to the holders of shares or otherwise, as specified in paragraph 37 of Schedule 3 to ITEPA, any person obtains control of the company (or the board anticipates this is likely to occur), then the board shall as soon as practicable thereafter notify every participant accordingly and each participant shall be entitled at any time within the period of seven days before to six months after such control has been obtained (but not later than 6 months following the maturity date) to exercise his option (but subject to rule 9(e) in respect of the circumstances referred to therein). The following provisions shall apply:-
  • (i) any such exercise prior to the change of control shall be made on the basis that it is conditional on the change of control which is anticipated (by the board) actually occurring (within the period anticipated by the board), and if this does not occur the option exercise shall be deemed never to have happened. Any such option exercise which does complete shall be deemed for the purposes of these rules and Schedule 3 to ITEPA to be an exercise which occurred in the six month period after the change of control;
  • (ii) to the extent that it has not been exercised and there has been a change of control of the company, any option shall lapse upon the expiry of such 6 month period following the change of control (subject to any earlier lapse under rule 9(a)(iii) below);
  • (iii) if during the six month period referred to above any person becomes entitled or bound to acquire shares in the company under sections 979- 982 or sections 983–985 (takeover offers: right to buy out minority shareholder etc) of the Companies Act 2006 and gives notice to any holders of shares that he intends to exercise such rights the board shall as soon as practicable thereafter notify each participant accordingly. All options may be exercised at any time when such person remains so entitled or bound and if not so exercised shall then lapse (notwithstanding that the period of six months referred to above has

not expired), but provided that this shall not prevent the exchange of the option under rule 9(d); and

• (iv) for the purpose of this rule 9(a) control shall include the obtaining of control by a person and others acting in concert with him.
• (b) If (i) under Part 26 of the Companies Act 2006 the Court sanctions a compromise or arrangement, or (ii) there is a non-UK company reorganisation arrangement (as defined in paragraph 47A of Schedule 3 to ITEPA), applicable to or affecting:
  • (aa) all the ordinary shares of the company or all the shares of the same class as the shares to which the option relates; or
  • (bb) all the shares, or all the shares of that same class, which are held by a class of shareholders identified other than by reference to employment or directorships or participation in an option scheme operated and qualifying under the provisions of Schedule 3 to ITEPA,

any option held by a participant may be exercised within six months of (as the case may be) the Court sanctioning the compromise or arrangement or the non-UK company reorganisation arrangement becoming binding, and if not so exercised shall lapse.

• (c) If the company passes a resolution for voluntary winding up of the company, any option may be exercised within six months of the passing of the resolution. Subject thereto all options shall lapse upon the commencement of the windingup of the company.
• (d) Where the person who obtains control of the company in the circumstances set out in rule 9(a) or rule 9(b), or who becomes bound or entitled to acquire shares in the circumstances set out in rule 9(a)(iii), is a company within the meaning of paragraph 38 of Schedule 3 to ITEPA ("the acquiring company"), any participant may, by agreement with the acquiring company and notwithstanding anything to the contrary in this scheme, release, within the period for agreement specified within paragraph 38(3) of Schedule 3 to ITEPA, his rights under this scheme ("the old rights") in consideration of the grant to him of rights ("the new rights") which, within the meaning of paragraph 39 of Schedule 3 to ITEPA, are equivalent to the old rights but relate to shares in a different company (whether the acquiring company or some other company falling within paragraph 39(2)(b) of Schedule 3 to ITEPA) and references in rules 6, 7, 8, 9, 10, 11 and 13 to the term "shares" shall be construed accordingly with effect from the date of release and references to "the company" and "the board" shall, in relation to the new rights, be considered as references to the acquiring company or that other company and to the board of such company as the case may be.
• (e) Notwithstanding the 6 month period for exercise referred to in rule 9(a), an option may only be exercised up to seven days after a change of control referred to in rule 9(a) above if, in consequence of the change of control (and the notice given to the participant by the board notifies the participant of this),

the shares in the company to which the option relates no longer meet the requirements of Schedule 3 to ITEPA.

10. Allotment, transfer and listing

• (a) Subject to receipt of the appropriate remittance and to rule 10(b) below, any shares to be issued pursuant to the exercise of an option will be allotted and issued, and any shares to be transferred shall be transferred to the relevant participant or to a personal equity plan manager nominated by a participant not later than 30 days after the date of exercise of the option. Such shares shall rank pari passu in all respects and form one uniform class of shares following the date of allotment, provided that the participant shall have no entitlement in relation to rights attaching to the shares until the date of such allotment or transfer.
• (b) Any allotment and issue or transfer of shares hereunder shall be subject to such consents (if any) of HM Treasury or such other authorities (whether of the United Kingdom or elsewhere) as may from time to time be required and it shall be the responsibility of the participant to obtain such consents.
• (c) The company will apply to the London Stock Exchange or such other exchange on which the shares are listed for shares subscribed to be admitted to its Official List on or as soon as practicable after allotment.

11. Availability of shares, etc

• (a) The company shall, if it has in its articles of association restricted the number of shares it may issue, at all times keep available for issue sufficient authorised and unissued shares to satisfy all rights to subscribe for shares from time to time subsisting under options granted pursuant to the scheme (which are intended to be so satisfied), taking account of any other obligations of the company to allot and issue unissued shares; and
• (b) The company shall ensure that at all times there are available for transfer sufficient existing shares to satisfy all rights to acquire shares from time to time subsisting under options granted pursuant to the scheme (which are intended to be so satisfied), taking account of any other obligations of the company to arrange for the transfer of shares.
• (c) The company shall bear the costs of establishing and administering the scheme.
• (d) The company shall maintain or cause to be maintained all necessary accounts and records relating to the scheme.

12. Regulations, amendments and termination

(a) The scheme shall be administrated by the board who may from time to time make such regulations not being inconsistent with these rules as necessary. Any question concerning the interpretation of these rules or of such regulations as aforesaid including the eligibility of a person to participate or the extent to which he shall participate or continue to participate in the scheme or as to whether an event has occurred upon which any option has become exercisable or has lapsed or any issue relating to the scheme shall be determined by the board in its sole discretion and such decision shall be final and binding upon both the company and the participant.

• (b) The board by resolution shall be entitled to amend all or any of the provisions of the scheme provided that:
  • (i) no amendment to the advantage of existing or future participants will be made to the scheme (except for amendments due to a change in the law, to benefit its administration and amendments to obtain or maintain favourable tax or regulatory treatment for participants or the company or members of the participating companies) without prior consent of the company in general meeting; and
  • (ii) no amendment shall be effective which would materially prejudice the interests of participants in relation to options already granted to them unless with such prior consent or sanction of participants as would be required under the provisions for the alteration of class rights contained in the Articles of Association of the company for the time being if the shares to be allotted or transferred on the exercise of the options constituted a separate but single class of shares (or two or more classes of such shares according to the respective dates of grant as the board may deem appropriate) and such shares were entitled to such rights; and
  • (iii) no amendment to a 'key feature' of the scheme (as defined in paragraph 40B(8) of Schedule 3 to ITEPA) shall be made if the effect of such amendment would be to cause the scheme to cease to comply with Schedule 3 to ITEPA,

except that provisos (i) and (ii) above shall not apply to the extent that any amendment is necessary or desirable (providing that such amendment does not affect the principles of the scheme) in order to comply with or take account of any statutory provisions or to take account of a take-over, reconstruction or winding-up or in order to ensure continued qualification of the scheme under any enactment.

• (c) The board may determine to issue no further invitations or to grant no further options and may from time to time modify or at any time suspend or terminate the scheme (but without prejudice to options already granted).
• 13. Notices
• (a) Notices or documents required to be given by the company to an eligible employee or participant shall be properly given if delivered to him at his normal place of work or sent to him by first class post at his last known address and any notice or document required to be given to the company shall be properly given if delivered or sent by first class post to its registered office for the time being.

(b) A participant shall not be entitled to receive copies of any notice or other document sent by the company to its shareholders.

14. Governing law

(a) These rules and options granted pursuant thereto shall be governed by and construed in accordance with English Law.