Barr (A.G.) PLC — Remuneration Information 2023

Apr 25, 2023

RULES OF THE A.G. BARR p.l.c. 2023 LONG TERM INCENTIVE PLAN

Approved and adopted by Shareholders:	[26 May] 2023
Expiry:	[26 May] 2033

Contents		Page
1	Meaning of words used 1
2	Operation of the Plan 3
3	Awards 3
4	Individual limit on Awards 4
5	Plan limits 5
6	Cessation of employment, takeover and variations of share capital 5
7	Malus and Clawback 9
8	Vesting of Awards and Dividend Equivalents 11
9	Transfer of Shares on Vesting of Awards and cash alternative 12
10	Exercise of Vested Options 12
11	General 13
12	Terms of employment 14
13	Personal data 15
14	Changes to and termination of the Plan 16
15	Governing law 17
	Appendix 1: Holding Period……………………………………………………………………………18

Rules of the A.G. BARR p.l.c. 2023 Long Term Incentive Plan

1 Meaning of words used

1.1 "Annual Salary" means gross basic annual salary excluding all payments additional to basic salary (for example bonuses, pension contributions, car allowance, mortgage support allowance, expatriate allowance etc.);

"Award" means a Conditional Award or an Option, in either case granted under Rule 3;

"Award Date" means the date the Committee makes the determination under Rule 3.2;

"Award Value" means the value calculated by the Committee being, unless the Committee determines otherwise, the average of the Company's middle market closing share price as derived from the London Stock Exchange Daily Official List for the five dealing days prior to the date of the Award;

"Committee" means the Remuneration Committee of the Board of Directors of the Company;

"Company" means A.G. BARR p.l.c.;

"Conditional Award" means a conditional award of Shares;

"Dividend Equivalents" means an amount equal to the dividends (being either the gross or net dividend in the Committee's sole discretion) that have been paid (or, in the case of newly issued or treasury shares, would have been paid, had those shares been classed as issued shares for the purpose of paying dividends) over the period from the Award Date to the date on which the Award Vests on the Shares which have Vested, and such amount shall be satisfied in Shares (subject to Rule 9.2) provided that the Committee may determine that no amount shall be satisfied in Shares (or payable in cash under Rule 9.2) in respect of all or any part of a special dividend or dividend in specie;

"Eligible Employee" means any employee or executive director of the Company or any Subsidiary;

"Employee" means, except for the purposes of Rule 12, any employee or executive director of any Group Company;

"Group Company" means the Company, a Subsidiary, and any other company which is associated with the Company and is so designated by the Committee;

"Holding Period" means in relation to an Award the period (if any) specified under Rule 3.2.8 commencing on the date of Vesting of the Award during which the restrictions in Appendix 1 apply;

"Lapse Date" means the final lapse date for an Option determined by the Committee under Rule 3.2;

"Option" means a right, subject to the terms of an Option Agreement, to acquire Shares at the Option Price;

"Option Agreement" means an agreement with an Employee documenting the terms of an Award as referred to in Rule 3.4;

"Option Price" means the amount payable for the Shares comprised in an Option, which may be any amount determined by the Committee including a zero or a nominal amount;

"Participant" means an Employee to whom the Committee has granted an Award, and includes their personal representatives where appropriate;

"Performance Condition" means a condition or conditions specified in relation to an Award under Rule 3.2;

"Performance Period" means the period over which a Performance Condition is measured, which shall normally be a period of at least three years unless the Committee determines otherwise;

"Plan" means the A.G. BARR p.l.c. 2023 Long Term Incentive Plan constituted by this document as amended from time to time, being an employees' share scheme within the meaning of section 1166 of the Companies Act 2006;

"Reconstruction or Takeover" means any takeover, merger or internal reconstruction, however effected, including a reverse takeover, partial offer, reorganisation or scheme of arrangement sanctioned by the court;

"Rules" means these rules of the Plan as amended from time to time;

"Shares" means fully paid ordinary shares in the capital of the Company, and includes any shares representing them following a Reconstruction or Takeover;

"Subsidiary" means a company which is a subsidiary of the Company within the meaning of section 1159 of the Companies Act 2006;

"Terminate" or "Terminates" means (in relation to a person's employment (or office)) the date on which employment (or office-holding) ceases unless the Committee determines in its absolute discretion that the date shall instead be the date on which notice is given to or by that person of impending cessation of employment (or office);

"Trust" means the A.G. Barr p.l.c. Savings Related Benefit Trust and/or such other employee benefit trust as the Committee may consider appropriate from time to time;

"Trustee" means the trustee or trustees (from time to time) of the Trust;

"Vested Shares" means in relation to a Conditional Award, the number of Shares to be issued or transferred to a Participant and, in relation to an Option, the number of Shares which may be acquired by a Participant on the exercise of the Option, in either case as determined (i) by the Committee under Rule 8.1 following the end of the Performance Period or Vesting Period (as applicable) or (ii) in accordance with the provisions of Rule 6 in the case of certain events prior to the Vesting Date; and "Vest" shall be construed accordingly;

"Vesting Date" is the date set by the Committee under Rule 3.2; and

"Vesting Period" means, in relation to an Award which is not subject to a Performance Condition or a Performance Period, the period (or periods) set by the Committee under Rule 3.2 before the end of which the Award (or part of an Award) may not normally Vest.

• 1.2 References in the Plan to any statutory provisions are to those provisions as amended, extended or re-enacted from time to time and include any regulations made under them; and, unless the context otherwise requires, words in the singular include the plural (and vice versa) and words imputing either gender include both genders.
• 1.3 Headings may be ignored in construing the Rules.

1.4 Any determination which may be made by the Committee pursuant to these Rules shall be determined by the Committee in its sole discretion.

2 Operation of the Plan

The Plan shall be operated and administered by the Company in accordance with the directions of the Committee.

3 Awards

• 3.1 The Committee may select any one or more Eligible Employees for participation in the Plan and, on behalf of the Company, grant Awards to them at any time before the 10th anniversary of the adoption of the Plan by the shareholders of the Company. Alternatively, or in addition, the Committee may request the Trustee to consider granting an Award to certain Eligible Employees and, if the Trustee does so agree to grant an Award, any reference in these Rules to any matter being done, determined or decided by, or being at the discretion of, the Company or the Committee shall be read as a reference to it being done, determined or decided by, or being at the discretion of, the Trustee (provided that the Trustee may request the Company or the Committee to carry out tasks of an administrative nature on its behalf, such as notifying the Participants of a particular decision).
• 3.2 When the Committee grants an Award it shall determine the terms of the Award in its sole discretion, including:
  • 3.2.1 whether the Award is a Conditional Award or an Option;
  • 3.2.2 where applicable, the terms of the Performance Condition and the Performance Period for it (see Rule 3.3);
  • 3.2.3 for an Award which is not subject to a Performance Condition and to which a Performance Period does not apply, the Vesting Period for that Award;
  • 3.2.4 the maximum number of Shares subject to the Award, which shall be calculated by the Committee considering the Award Value per Share;
  • 3.2.5 the Vesting Date (which shall, unless the Committee determines otherwise, be not less than three years from the Award Date);
  • 3.2.6 if the Award is an Option, the Option Price (if any);
  • 3.2.7 if the Award is an Option, the Lapse Date, which will be the day before the tenth anniversary of the Award Date, or such earlier date as the Committee determines at the Award Date, and provided that the Option may also lapse earlier as provided for in these Rules;
  • 3.2.8 if applicable, any Holding Period and the proportion of the Award to which it applies, if not 100 per cent; and
  • 3.2.9 such additional terms, if any, as the Committee may determine.
• 3.3 When the Committee grants an Award, its Vesting may be subject to a Performance Condition (and a Performance Period) set by the Committee and detailed in the terms of the Award at the time of grant. The Committee may amend or substitute a Performance Condition if one or more events occur which cause the Committee to consider that an

amended or substituted Performance Condition would be more appropriate and would not be materially less difficult to satisfy than the Performance Condition when originally set.

• 3.4 The Company shall send an award certificate to the Participant specifying the terms of the Award determined under Rule 3.2 or shall enter into an Option Agreement with the Participant documenting the terms of the Award. The Company may require an Eligible Employee to whom an Award has been granted to confirm their acceptance of the Rules and the terms and conditions of any Award granted to them by such means and by such date as the Committee specifies.
• 3.5 Awards will normally only be granted within 42 days starting on any of the following:
  • 3.5.1 the date of adoption of the Plan;
  • 3.5.2 the day after the announcement of the Company's results through a Regulatory Information Service for any period;
  • 3.5.3 where a new directors' remuneration policy has been implemented, the effective date of that policy; or
  • 3.5.4 any day on which the Committee resolves that exceptional circumstances exist which justify the grant of Awards.
• 3.6 If the Company cannot grant any Awards due to restrictions imposed by statute, order, regulation or Government directive, or by any code or guidance on share dealings adopted or followed by the Company, the Company may grant Awards within 42 days after the grant is no longer prevented.
• 3.7 A Participant may not transfer, assign, charge or otherwise dispose of an Award or any rights in respect of it. This does not apply to the transmission of an Award on the death of a Participant to their personal representatives.

4 Individual limit on Awards

• 4.1 Subject to the other provisions of this Rule, an Award must not be granted to an Eligible Employee if it would cause the aggregate market value of Shares over which Awards have been granted to them (with such market value to be determined based on the Award Value) in respect of the financial year to exceed 150 per cent. of their Annual Salary as at the Award Date, provided that in exceptional cases (as determined by the Committee) an Award may be granted of up to 200 per cent. of an Eligible Employee's Annual Salary as at the Award Date.
• 4.2 In calculating the limits under this Rule, no account is taken of Awards which were made in respect of the same financial year but have been released or have lapsed without being exercised.
• 4.3 In calculating the aggregate market value of Shares over which Awards have been granted for the purposes of Rule 4.1, the expected amount of any Dividend Equivalents shall not be included in the calculation.

• 4.4 Where an Eligible Employee's Annual Salary is paid in a currency other than sterling, the payment shall be treated as equal to the equivalent amount of sterling determined by using any rate of exchange which the Committee may reasonably select.

• 4.5 The limits in this Rule do not apply to any Award to be granted to an Eligible Employee which replaces elements of remuneration forfeited by the individual on leaving a previous employment in order to take up employment with a Group Company.

• 4.6 If the grant of an Award would cause the limits under this Rule to be exceeded, such Award shall take effect as an Award over the maximum number of Shares which does not cause the limit to be exceeded.

5 Plan limits

• 5.1 The number of Shares which may be allocated under the Plan on any day must not exceed 10 per cent. of the ordinary share capital of the Company in issue immediately before that day, when added to the total number of Shares which have been allocated in the previous 10 years under the Plan and any other employee share plan operated by the Company.
• 5.2 The number of Shares which may be allocated under the Plan on any day must not exceed 5 per cent. of the ordinary share capital of the Company in issue immediately before that day when added to the total number of Shares which have been allocated in the previous 10 years under the Plan and any other discretionary share plan adopted by the Company.
• 5.3 Where the right to acquire Shares is released or to the extent it lapses (without, in the case of an option, being exercised), the Shares concerned are ignored when calculating the limits in this Rule 5.
• 5.4 For the purposes of this Rule 5, "allocated" means to grant an option or other right to acquire unissued Shares, or if there is no such right, the issue and allotment of Shares. For these purposes, a transfer of treasury shares will be treated as if it were an issue of new shares for so long as the Committee considers that it is best practice for them to be so treated.
• 5.5 For the avoidance of doubt, this Rule 5 does not apply where the Shares used or to be used to satisfy the Awards are not newly issued (or treasury) shares; such Shares are not to be included within the definition of "allocated".
• 5.6 If an allocation of Shares under the Plan would cause a limit in this Rule 5 to be exceeded, the allocation shall take effect over the maximum number of Shares which does not cause the limit to be exceeded. If more than one allocation of Shares is made under the Plan on the same day, the number of Shares which would otherwise be subject to each allocation shall be reduced pro rata.

6 Cessation of employment, takeover and variations of share capital

Cessation of employment or takeover prior to Vesting

• 6.1 If a Participant ceases to be an Employee for any reason whatsoever before the Vesting Date of the Award, the Award shall lapse, provided that the Award may (if the Committee so decides in its sole discretion) in certain circumstances set out in this Rule 6 not lapse and may Vest in whole or in part as the Committee so decides.
• 6.2 If a Participant dies before their Award Vests, the Committee shall consider whether some or all of the Shares subject to an Award shall become Vested Shares. If the Committee decides to exercise its discretion:
  • 6.2.1 the Committee will as soon as practicable determine the number of Vested Shares relating to the Participant's Award. Subject to Rule 6.5, any such determination will

be made taking into account the extent to which any applicable Performance Condition had been met on the date of death and the proportion of the Performance Period or Vesting Period (as applicable) that had elapsed at that date. The Company shall notify the Participant's personal representatives of the number of Vested Shares and shall procure the issue or transfer of the number of Vested Shares to the Participant's personal representatives (subject to, in the case of an Option, the exercise of the Option by the personal representatives within twelve months of the notice of Vesting, failing which it shall lapse), in accordance with Rule 9; or

• 6.2.2 the Committee may decide (and the Company shall notify the personal representatives) that the Award shall not lapse but that it shall not determine the number of Vested Shares nor issue or transfer Shares (nor permit the exercise of an Option) until the Vesting Date, at which time, subject to Rule 6.5, such determination shall be made taking into account the extent to which any applicable Performance Condition is met at the end of the Performance Period and the proportion of the Performance Period or Vesting Period (as applicable) that had elapsed at the date of death. Any Option in respect of which a determination is made as referred to in this Rule 6.2.2 must be exercised within twelve months of the Vesting Date, failing which it shall lapse.
• 6.3 If all of a Participant's offices and/or employments with all Group Companies Terminates before an Award Vests for any of the reasons specified in Rule 6.4(i) to (iv) below, the Committee shall consider whether some or all of the Shares subject to the Award shall become Vested Shares. If the Committee decides to exercise its discretion:
  • 6.3.1 the Committee will as soon as practicable determine the number of Vested Shares relating to the Award. Subject to Rule 6.5, any such determination shall be made taking into account the extent to which any applicable Performance Condition had been met on the date the Participant's employment Terminates and the proportion of the Performance Period or Vesting Period (as applicable) that had elapsed at that date. The Company shall notify the Participant of the number of Vested Shares and (subject to Appendix 1, if relevant) shall procure the issue or transfer of the number of Vested Shares to the Participant (subject to, in the case of an Option, the exercise of the Option within six months of the notice of Vesting, failing which it shall lapse), in accordance with Rule 9; or
  • 6.3.2 the Committee may decide (and the Company shall notify the Participant) that the Award shall not lapse but that it shall not determine the number of Vested Shares nor issue or transfer Shares (nor permit the exercise of an Option) until the Vesting Date, at which time, subject to Rule 6.5, such determination shall be made taking into account the extent to which any Performance Condition is met at the end of the Performance Period and the proportion of the Performance Period or Vesting Period (as applicable) that had elapsed at the date the Participant's employment Terminates. Any Option in respect of which a determination is made as referred to in this Rule 6.3.2 must be exercised within six months of the Vesting Date, failing which it shall lapse.
• 6.4 The reasons are:
  • (i) ill-health, injury or disability evidenced to the satisfaction of the Committee;
  • (ii) the Participant's employing company being transferred to a person which is not a Group Company;
• (iii) a transfer of the undertaking, or part of the undertaking, in which the Participant works to a person which is not a Group Company; or
• (iv) any other reason determined by the Committee in its sole discretion as being appropriate.
• 6.5 Notwithstanding the reference in Rules 6.2 and 6.3 above to the determination of the number of Vested Shares being made taking into account the proportion of the Performance Period or Vesting Period (as applicable) that had elapsed and the extent to which any applicable Performance Condition had been met, the Committee may:
  • 6.5.1 disregard the fact that only a proportion of the Performance Period or Vesting Period (as applicable) had elapsed before the Participant's employment Terminates; or
  • 6.5.2 where it considers there are exceptional circumstances, determine the number of Vested Shares on another basis which it considers reasonable in all the circumstances.
• 6.6 If all of a Participant's offices and/or employments with all Group Companies Terminates before their Award Vests for any reason not mentioned in Rule 6.2 or 6.4, they shall cease to be a Participant in the Plan and shall not be eligible to receive any Shares or cash in respect of their Awards and their Awards shall lapse, unless the Committee determines otherwise prior to or within a reasonable time following the Termination. If the Termination is by reason of gross misconduct, the Participant shall not be eligible to receive any Shares or any cash in respect of any Awards in any circumstances.
• 6.7 Subject to Rule 6.8, in the event of a Reconstruction or Takeover occurring or being proposed before an Award Vests the Committee will as soon as practicable before or after the event determine the number of Vested Shares in relation to the Award, taking into account the extent to which any Performance Condition has been met and, unless the Committee determines otherwise, the proportion of the Performance Period or Vesting Period (as applicable) that has elapsed. The Company will give notice to the Participants of the number of Vested Shares in accordance with Rule 8.1.2 and shall (subject to the Option being exercised in the case of Award which is an Option) procure the issue or transfer to each Participant of the Vested Shares in accordance with Rule 9. Any Award not so Vested shall (to that extent) lapse. An Option may be exercised by the Participant over the number of Vested Shares in the period set by the Committee in the notice to the Participant, which period may commence prior to the Reconstruction or Takeover (but with any Option exercise to be conditional on such Reconstruction or Takeover occurring) but shall not exceed 90 days from the date of the Reconstruction or Takeover, and such Option will lapse if (or to the extent) it has not been exercised during the period set by the Committee. For the purposes of Rules 6.7, 6.8, 6.9 and 6.12, any reference to the Committee shall be taken to be a reference to those individuals who were members of the Committee immediately before the relevant event occurred.
• 6.8 In the event of a Reconstruction or Takeover occurring or being proposed, the Committee may determine that no Shares should Vest, and instead allow or require the Participant's Award to be replaced by an Award which is (in the Committee's opinion determined at its sole discretion) equivalent to the Award but which relates to shares in another company or companies as determined by the Committee. If the Committee determines that there will be a replacement Award offered and that the Participant will be required to accept it but the Participant does not do so by the end of the period set by the Committee for this to occur, the Award shall lapse.

6.9 Where notice is given to a Participant (or their personal representative) under this Rule 6 of the number of Vested Shares (if any) the Committee shall also in that notice set out the value of any Dividend Equivalents if, and to the extent, it has determined (in its sole discretion) that these will be available to the Participant, and the Dividend Equivalents shall Vest on the same date as the Shares (being the date of the notice of Vesting given) and be satisfied in accordance with Rule 9.

Cessation of employment or takeover while holding a Vested Option

• 6.10 If a Participant's employment Terminates as a result of a reason referred to in Rule 6.2 or if all of a Participant's offices and/or employments with all Group Companies Terminate as a result of a reason referred to in Rule 6.4, any Option held by them which has Vested as at the date their employment Terminates shall lapse, to the extent it has not been exercised, on the earlier of:
  • 6.10.1 the Lapse Date; and
  • 6.10.2 the date falling twelve months after the date their employment Terminates if their employment Terminates as a result of their death or the date falling six months after their employment Terminates if their employment Terminates as a result of a reason referred to in Rule 6.4.
• 6.11 If a Participant's employment Terminates other than as a result of a reason referred to in Rule 6.2 or 6.4, any Option held by them which has Vested at the date their employment Terminates shall lapse forthwith, unless the Committee determine otherwise prior to or within a reasonable time following Termination.
• 6.12 In the event of a Reconstruction or Takeover occurring while a Participant holds a Vested Option, that Option will lapse, to the extent it has not been exercised at the end of such period as the Committee may determine and notify to the Participant as the exercise period, not exceeding 90 days from the date of the Reconstruction of Takeover.

Variations of share capital

• 6.13 If there is:
  • 6.13.1 a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital;
  • 6.13.2 a demerger (in whatever form) or exempt distribution by virtue of Section 1075 of the Corporation Tax Act 2010;
  • 6.13.3 a special dividend or distribution; or
  • 6.13.4 any other corporate event which might affect the current or future value of any Award,

the Committee may adjust the number and/or class of Shares or securities subject to the Award and/or, in the case of an Option, any Option Price, and take such other action as it may think appropriate. No adjustment shall be made to the Option Price which would result in the Shares subject to an Option being issued at a price per Share lower than the nominal value of a Share except where the Company puts in place arrangements to pay up the nominal value at the date of issue of the Shares (or the difference between the adjusted Option Price and the nominal value as the case may be).

6.14 The Committee has discretion to take such action as it may think appropriate if other events than those referred to in this Rule 6 happen which may have an effect on Awards.

Timing of occurrence of a Reconstruction or Takeover

• 6.15 For the purposes of determining when a Reconstruction or Takeover occurs:
  • 6.15.1 where it is effected by a person obtaining control (within the meaning of section 995 of the Income Tax Act 2007) ("Control") of the Company as a result of making an offer to acquire Shares, it shall be deemed to occur on the date the person obtains Control. A person shall be deemed to have obtained Control of the Company for these purposes if they and others acting in concert (within the meaning of the City Code on Takeovers and Mergers) with them have obtained Control;
  • 6.15.2 where it is or is to be effected by a scheme of arrangement sanctioned by the court under section 899 of the Companies Act 2006, it shall be deemed to occur on the date of court sanction; and
  • 6.15.3 where it is or is to be effected by any other means, it shall be such date as the Committee determines the Reconstruction or Takeover occurs.

7 Malus and Clawback

Malus

• 7.1 The Committee may decide, at or at any time before the Vesting Date applying to an Award that Rule 7.2 will apply to the Award in the following circumstances:
  • 7.1.1 discovery of a material misstatement resulting in an adjustment in the audited consolidated accounts of the Company or the audited accounts of any Group Company; and/or
  • 7.1.2 the assessment of any Performance Condition or condition in respect of an Award was based on error, or inaccurate or misleading information; and/or
  • 7.1.3 the discovery that any information used to determine the number of Shares subject to an Award was based on error, or inaccurate or misleading information; and/or
  • 7.1.4 action or conduct of a Participant which, in the reasonable opinion of the Committee, amounts to fraud or gross misconduct; and/or
  • 7.1.5 events or behaviour of a Participant have led to the censure of a Group Company by a regulatory authority or have had a significant detrimental impact on the reputation of any Group Company provided that the Committee is satisfied that the relevant Participant was responsible for the censure or reputational damage and that the censure or reputational damage is attributable to them; and/or
  • 7.1.6 a material failure of risk management of the Company, a Group Company or a business unit of the Group provided that the Committee is satisfied that the relevant Participant was responsible; and/or
  • 7.1.7 the Company or any Group Company or business of the Group becomes insolvent or otherwise suffers a corporate failure so that the value of Shares is materially reduced provided that the Committee determines following an appropriate review of accountability that the Participant should be held responsible (in whole or in part) for that insolvency or corporate failure.
• 7.2 If this Rule 7.2 applies to an Award, the Committee may, in its sole discretion, determine that in respect of all or any part of the Award that:
• 7.2.1 the number of Shares or amount of cash included in the Award is reduced; and/or
• 7.2.2 the Award lapses wholly or in part; and/or
• 7.2.3 the Performance Condition or Performance Period or Vesting Period applying to the Award is amended; and/or
• 7.2.4 the Vesting Date or the date on which Shares are to be issued or transferred or a cash alternative payment is to be made is to be delayed; and/or
• 7.2.5 additional conditions to the Award are imposed.

Clawback

• 7.3 Rule 7.4 shall apply to any Award granted to:
  • 7.3.1 any Participant who is a director of the Company at the relevant Award Date; and
  • 7.3.2 any other Participant to whom the Committee determines, on or before the relevant Award Date, Rule 7.4 should apply.
• 7.4 The Committee may decide, at any time after the Vesting Date applying to an Award to which this Rule 7.4 applies and prior to the second anniversary of the Vesting Date, that Rule 7.5 will apply to the Award in the following circumstances:
  • 7.4.1 discovery of a material misstatement resulting in an adjustment in the audited consolidated accounts of the Company or the audited accounts of any Group Company for a period that was wholly or partly before the end of the period over which the Performance Condition applicable to an Award was assessed; and/or
  • 7.4.2 in the case of an Award which is not subject to a Performance Condition, discovery of a material misstatement resulting in an adjustment in the audited consolidated accounts of the Company or the audited accounts of any Group Company for a period that was wholly or partly before the end of the Vesting Period for that Award; and/or
  • 7.4.3 the discovery that the assessment of any Performance Condition or condition in respect of an Award was based on error, or inaccurate or misleading information; and/or
  • 7.4.4 the discovery that any information used to determine the number of Shares subject to an Award was based on error, or inaccurate or misleading information; and/or
  • 7.4.5 action or conduct of a Participant occurs or is discovered which, in the reasonable opinion of the Committee, amounts to fraud or gross misconduct; and/or
  • 7.4.6 events or behaviour of a Participant have led to the censure of a Group Company by a regulatory authority or have had a significant detrimental impact on the reputation of any Group Company provided that the Committee is satisfied that the relevant Participant was responsible for the censure or reputational damage and that the censure or reputational damage is attributable to them; and/or
  • 7.4.7 a material failure of risk management of the Company, a Group Company or a business unit of the Group occurs or is discovered provided that the Committee is satisfied that the relevant Participant was responsible; and/or
• 7.4.8 the Company or any Group Company or business of the Group becomes insolvent or otherwise suffers a corporate failure so that the value of Shares is materially reduced provided that the Committee determines following an appropriate review of accountability that the Participant should be held responsible (in whole or in part) for that insolvency or corporate failure.
• 7.5 If this Rule 7.5 applies, the Committee may, in its sole discretion, decide:
  • 7.5.1 to take the action referred to in Rule 7.2 in respect of the Award if Shares or cash have not been delivered to the Participant in respect of the Award; and/or
  • 7.5.2 that the Participant (whether or not they remain an Employee) shall make a cash payment to the Company in respect of some or all of the Shares or cash delivered to them in respect of the Award; and/or
  • 7.5.3 that the Participant (whether or not they remain an Employee) shall transfer for nil consideration some or all of the Shares delivered to them in respect of the Award, as directed by the Committee.
• 7.6 If the Committee takes the action referred to in Rule 7.5.2 or 7.5.3, the Committee will have the discretion to determine the basis on which the amount of cash or Shares is calculated including whether and if so to what extent to take account of any tax or social security liability applicable to the Award.
• 7.7 In deciding whether and to what extent to apply Rule 7.5, the Committee will have regard to all circumstances which it considers relevant, including the extent of the relevant misstatement or misconduct and the Participant's level of responsibility for any relevant misstatement. In determining any action which should be applied under this Rule 7, the Committee shall act fairly and reasonably but its decision shall be final and binding. Whenever a reduction is made under this Rule 7, the relevant Award shall be treated as having lapsed to that extent.
• 7.8 For the avoidance of doubt, any determination of the Committee under this Rule 7 will override any other provision of these Rules and the Committee, in its sole discretion, may apply a different treatment under this Rule 7 to different Awards to which Rule 7.2 and/or Rule 7.5 applies.

8 Vesting of Awards and Dividend Equivalents

• 8.1 Subject to Rule 8.2, in order to determine the number of Shares under an Award which have become Vested Shares:
  • 8.1.1 after the end of:
    • (i) the Performance Period (where applicable to the Award), the Committee shall calculate the extent to which the Performance Condition has been satisfied and thereby determine the number of Shares which will Vest; or
    • (ii) the Vesting Period (where applicable to the Award), the Committee shall determine the number of Shares which shall Vest;
  • 8.1.2 the Company will notify the Participant of the number of Vested Shares and the balance of the Award shall lapse forthwith; and
  • 8.1.3 the number of Vested Shares will Vest on the later of the date of the notice given

under Rule 8.1.2 and the Vesting Date.

• 8.2 The Committee may adjust the level of Vesting of an Award upwards or downwards (including for the avoidance of doubt to nil) after, where applicable, the application of any Performance Condition and/or any other conditions set by the Committee if in its opinion:
  • 8.2.1 the level of Vesting is not a fair and accurate reflection of the performance of the Company, the Group or any Group Company; and/or
  • 8.2.2 the level of Vesting is not a fair and accurate reflection of the performance of the Participant; and/or
  • 8.2.3 there is any other factor or circumstances which would make the level of Vesting inappropriate without adjustment.
• 8.3 In the notice to the Participant (referred to in Rule 8.1.2 above) the Committee shall also set out the value of any Dividend Equivalents if it has determined (in its sole discretion) that such will be available to the Participant, and the Dividend Equivalents shall Vest on the date provided for in Rule 8.1.3.
• 8.4 The Committee may determine that Vesting of the Award shall be delayed until any relevant investigation or other procedure relevant to an event falling within the scope of Rule 7 has been completed.
• 8.5 In the event that the Vesting of an Award or issue, transfer, acquisition or disposal of Shares is not permitted due to any restrictions imposed by statute, order, regulation or Government directive, or by any code or guidance on share dealings adopted or followed by the Company, Vesting will be deferred until the ending of such restrictions unless the Company decides otherwise.

9 Transfer of Shares on Vesting of Awards and cash alternative

• 9.1 The Company shall issue, transfer or procure the transfer of the Vested Shares and any Dividend Equivalents to each Participant as soon as reasonably practicable after they Vest (and in the case of an Option provided, and to the extent, it has been validly exercised), subject to Rules 7, 9.2, 11.4 and 11.6 and, if relevant, Appendix 1.
• 9.2 The Company may determine in its sole discretion not to issue, transfer or procure the transfer of the Vested Shares and/or the Dividend Equivalent to a Participant, but instead to pay them an equivalent amount of cash, subject to Rules 7, 11.4 and 11.6.
• 9.3 In the event that the issue or transfer of the Vested Shares or the acquisition or disposal of the Vested Shares is not permitted due to any restrictions imposed by statute, order, regulation or Government directive, or by any code or guidance on share dealings adopted or followed by the Company, , the issue or transfer of such Shares will be deferred until the ending of such restrictions unless the Company decides otherwise.

10 Exercise of Vested Options

• 10.1 A Participant may exercise an Option to the extent that it has Vested at any time from the date on which it Vests until the Lapse Date or any earlier date on which the Option lapses in accordance with the Plan.
• 10.2 In order to exercise an Option, the Participant must deliver to the Company (or any person appointed by the Company) a notice of exercise in the form and in the manner requested by

the Committee together with payment of the Option Price (if any) or details of arrangements for the payment of the Option Price (if any) which have been previously agreed with the Company.

• 10.3 The Company shall issue, transfer or procure the transfer of the relevant number of Vested Shares to the Participant as soon as reasonably practicable after exercise, subject to Rules 7, 9, 11.4 and 11.6 and, if relevant, Appendix 1.
• 10.4 The Company may determine in its sole discretion not to issue, transfer or procure the transfer of the relevant number of Vested Shares to a Participant following exercise, but instead to pay them an equivalent amount of cash, subject to Rules 7, 11.4 and 11.6.
• 10.5 In the event that the exercise of the Option, the issue or transfer of the Vested Shares or the acquisition or disposal of the Vested Shares is not permitted by law or by any restrictions imposed pursuant to the provisions of any dealing restrictions imposed by the authorities in any relevant jurisdiction, the exercise and/or issue or transfer of such Shares will be deferred until the ending of such restrictions unless the Company decides otherwise.

11 General

• 11.1 Any notice or other document given to any Employee or Participant pursuant to the Plan shall be:
  • 11.1.1 delivered to them or sent by post to them at their home address according to the records of their employing company or such other address as may appear to the Company to be appropriate;
  • 11.1.2 may be sent by email to their work email address or such other address as is notified to the Company; and/or
  • 11.1.3 given by such other electronic means as the Committee considers appropriate.

Notices or other documents sent by post shall be deemed to have been given five days following the date of posting. Notices given by email or other electronic means shall, in the absence of evidence of non-delivery, be treated as having been received on the business day after sending.

• 11.2 The decision of the Committee in any question of interpretation of the Rules or any dispute relating to or connected with this Plan shall be final and conclusive.
• 11.3 The costs of introducing, operating and administering the Plan shall be borne by the Company and the relevant Group Companies. Each relevant Group Company will, if requested, reimburse the Company for any costs incurred in connection with Awards to Participants who are employed by it.
• 11.4 The Participant will be responsible for all taxes, employee and (to the extent lawful) employer social security contributions and other liabilities arising in respect of any Award or the acquisition, holding or disposal of Shares or any interest in them. The Company, any relevant Group Company and/or any relevant Trustee may (where it would be liable to account for such amounts to a tax authority) withhold any amounts or make such arrangements as are necessary to meet any liability to taxation and social security contributions (including employer national insurance contributions if the Company so determines) in respect of Awards or the Shares or cash awarded under the Plan. The arrangements may include:
• 11.4.1 selling some or all of any Vested Shares subject to an Award on behalf of the Participant, and using the proceeds to discharge the liability; and/or
• 11.4.2 reducing the number of Vested Shares to which the Participant would otherwise be entitled; and/or
• 11.4.3 deducting amounts from any cash payment due to the Participant under the Plan or otherwise; and/or
• 11.4.4 requiring the Participant to pay to the Company, relevant Group Company or Trustee an amount equal to such liability.

Where requested to do so by the Company, the Participant will enter into any elections in the form required by the Committee, including elections under Part 7 of the Income Tax (Earnings and Pensions) Act 2003 and/or elections to transfer any liability or agreements to pay social security contributions.

• 11.5 The Company shall have power from time to time to make or vary regulations for the administration and operation of the Plan provided that they are not inconsistent with these Rules.
• 11.6 Notwithstanding anything else in these Rules or the terms of an Award, no Shares may be issued or transferred and no cash paid under an Award to the extent that the issue, transfer or payment would be in breach of the Company's directors' remuneration policy approved by Shareholders in general meeting or where prohibited by law.
• 11.7 Notwithstanding any other provisions of the Rules, an Award shall lapse on the date which the Participant becomes bankrupt or enters into a compromise with their creditors generally.
• 11.8 All Shares issued or transferred under the Plan shall, as to voting, dividend, transfer and other rights, including those arising on a liquidation of the Company, rank equally in all respects and as one class with the shares of the same class in issue at the date of issue or transfer save as regards any rights attaching to such Shares by reference to a record date prior to the date of such issue or transfer.

12 Terms of employment

• 12.1 For the purposes of this Rule 12, "Employee" means any Participant, any Employee (within the meaning of Rule 1) or any other person.
• 12.2 This Rule 12 applies:
  • 12.2.1 whether the Company has full discretion in the operation of the Plan, or whether the Company could be regarded as being subject to any obligations in the operation of the Plan;
  • 12.2.2 during an Employee's employment or employment relationship; and
  • 12.2.3 after the termination of an Employee's employment or employment relationship, whether the termination is lawful or unlawful.

• 12.3 Nothing in the Rules or the operation of the Plan forms part of the contract of employment or employment relationship of an Employee. The rights and obligations of an Employee are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment or a continued employment relationship.

• 12.4 The grant of Awards on a particular basis in any year does not create any right to or expectation of the grant of Awards on the same basis, or at all, at any future time.

• 12.5 No Employee is entitled as of right to participate in the Plan, or be considered for participation in it, at a particular level or at all. Participation in one operation of the Plan does not imply any right to participate, or to be considered for participation in any later operation of the Plan.
• 12.6 The benefit to an Employee of participation in the Plan (including, in particular but not by way of limitation, any Awards held by them) shall not form any part of their remuneration or count as their remuneration for any purpose and shall not be pensionable.
• 12.7 Without prejudice to an Employee's right to receive the Shares comprised in an Award subject to and in accordance with the express terms of the Rules and any Performance Condition, no Employee has any rights in respect of the exercise or omission to exercise any discretion, or the making or omission to make any decision, relating to the Award. Any and all discretions, decisions or omissions relating to the Award may operate to the disadvantage of the Employee, even if this could be regarded as capricious or unreasonable, or could be regarded as in breach of any implied term between the Employee and their employer, including any implied duty of trust and confidence. Any such implied term is excluded and overridden by this Rule 12.
• 12.8 No Employee has any right to compensation for any loss in relation to the Plan, including:
  • 12.8.1 any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of employment or the employment relationship);
  • 12.8.2 any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any failure to exercise a discretion or take a decision; and/or
  • 12.8.3 the operation, suspension, termination or amendment of the Plan.
• 12.9 Participation in the Plan is permitted only on the basis that the Participant accepts all the provisions of the Rules, including in particular this Rule 12. By participating in the Plan, an Employee agrees they obtain no rights other than the right to receive Shares subject to and in accordance with the express terms of the Rules and any applicable Performance Condition, such agreement being given in consideration for, and as a condition of, the grant of an Award under the Plan.
• 12.10 Nothing in this Plan gives rise to any rights under the Contract (Third Party Rights) (Scotland) Act 2017 for any third party to enforce or otherwise invoke any term of this Plan.
• 12.11 Each of the provisions of this Rule 12 is entirely separate and independent from each of the other provisions. If any provision is found to be invalid then it will be deemed never to have been part of these Rules, and to the extent that it is possible to do so, this will not affect the validity or enforceability of any of the remaining provisions.

13 Personal data

13.1 For the purposes of operating the Plan, the Company's Employee Privacy Policy (Privacy Policy) will inform the Participant whether their personal data is processed under the EU's General Data Protection Regulation (2016/679) (or any successor or implementing laws) (the GDPR). Where processing of the Participant's personal data is subject to the GDPR, the basis for processing such data is set out in the Privacy Policy.

13.2 Where processing of the Participant's personal data is not subject to the GDPR, personal data will be processed under the Participant's consent. In such circumstances, the Participant gives their consent to the holding, processing and transfer of personal data in relation to the Participant by or to the Company, Group Company, the Trustee, any third party broker, registrar or administrator or any future purchaser of the Company or relevant Group Company employing the Participant for all purposes relating to the operation of the Plan and this consent shall include transferring or processing personal data to a country or territory that may not provide the same statutory protection for the information as the Participant's home country.

14 Changes to and termination of the Plan

• 14.1 Subject as provided in this Rule, the Committee may, in its sole discretion, amend the Rules or any part of the Plan or the terms of any Award as it considers appropriate. Variations may affect the terms of Awards which have already been made.
• 14.2 The Committee may at any time, without obtaining the prior approval of the Company in general meeting, establish further plans for overseas territories (by way of schedules to the Rules or otherwise) based on the Plan, but modified to take account of local taxation, exchange control or securities laws in overseas territories, provided that any Shares made available under such further plans are treated as counting against any limits on individual or overall participation in the Plan..
• 14.3 Except as provided in Rule 14.4, the prior approval of the Company in general meeting is required for any proposed change to the Rules to the advantage of present or future Participants which relates to:
  • 14.3.1 the persons to or for whom Awards may be made;
  • 14.3.2 the limitations on the number of Shares which may be allocated under the Plan;
  • 14.3.3 the individual limits under Rule 4;
  • 14.3.4 the basis for determining a Participant's entitlement to, and the terms of, Shares provided under the Plan;
  • 14.3.5 the provisions for the adjustment of Awards if there is a capitalisation issue, rights issue or open offer, sub-division or consolidation of shares or reduction of capital or any other variation of capital; or
  • 14.3.6 the terms of this Rule 14.3.

• 14.4 The approval of the Company in general meeting is not required for any minor changes to the Rules which are:

  • 14.4.1 to benefit the administration of the Plan;
  • 14.4.2 to comply with or take account of the provisions of any proposed or existing legislation;
  • 14.4.3 to take account of any changes to legislation; or
  • 14.4.4 to obtain or maintain favourable tax, exchange control or regulatory treatment of any Group Company or any present or future Participant.

• 14.5 An amendment may not materially adversely affect the rights or Awards of an existing Participant except:

  • 14.5.1 where the amendment is made to take account of any matter or circumstance which the Committee reasonably considers is a legal or regulatory requirement which the Committee reasonably considers is relevant and requires an amendment to be made in order for any Group Company to comply with such requirement; or
  • 14.5.2 where the Participant affected by the change has been notified of such amendment and the majority of Participants affected by the change who have responded to such notification have approved the amendment.
• 14.6 The Committee has discretion to terminate the Plan at any time, without prejudice to subsisting Awards.

15 Governing law

The Plan is governed by Scots law and if there is any conflict of laws, Scots law shall prevail. All Group Companies and Participants shall submit to the exclusive jurisdiction of the Scottish Courts as regards any matter arising under or in respect of the Plan or Awards made hereunder.

Appendix 1: Holding Period

This Appendix 1 applies to the extent that the Committee has specified that some or all of the Shares acquired on Vesting of an Award (or exercise of an Option) are subject to a Holding Period.

1. In this Appendix 1:

"Holding Period Holder" means a trustee or nominee designated by the Committee in accordance with this Appendix 1; and

"Holding Period Shares" means Shares which are or were the subject of an Award to which a Holding Period applies and in respect of which the Holding Period has not ended in accordance with this Appendix 1.

• 1. Instead of arranging for the issue or transfer of the Holding Period Shares to the Participant on Vesting of a Conditional Award or exercise of an Option, the Committee may arrange for the Holding Period Shares to be issued or transferred to the Holding Period Holder under Rules 9 or 10, as designated by the Committee, to be held for the benefit of the Participant. Any balance of the Shares in respect of which an Award Vests or is exercised will be issued or transferred as described in Rules 9 and 10.
• 1. The Participant or Holding Period Holder may not transfer, pledge, assign or otherwise dispose of any of the Holding Period Shares or any interest in them (and the Participant may not instruct the Holding Period Holder to do so) during the Holding Period except in the following circumstances:
  2. i. the sale of sufficient entitlements nil-paid in relation to Holding Period Shares to take up the balance of the entitlements under a rights issue; and
  3. ii. the sale of sufficient Holding Period Shares to satisfy any liability to tax or employee social security contributions arising in relation to Holding Period Shares.
• 1. Unless the Committee decides otherwise, the restrictions in this Appendix 1 will apply to any cash or assets (other than ordinary dividends) received in respect of the Holding Period Shares and such cash or assets will be held by the Holding Period Holder until the end of the Holding Period.
• 1. During the Holding Period, the Holding Period Holder will be entitled to vote and have all other rights of a shareholder in respect of the Holding Period Shares.
• 1. Ceasing to be an Employee during the Holding Period will have no impact on the provisions of this Appendix 1, unless the Committee otherwise decides, except where cessation is by reason of death in which case the Holding Period shall immediately be deemed to have ended.
• 1. For the avoidance of doubt, Rule 7 shall apply to the Holding Period Shares in the same way that it applies to any Plan Shares acquired by a Participant following Vesting of an Award or exercise of an Option which are not Holding Period Shares.
• 1. Subject to the provisions of this Appendix 1, the Holding Period will end on the earliest of the following:
  2. i. the date set as the end of the Holding Period under Rule 3.2.8;
  3. ii. subject to Rule 6.8, the relevant date on which an Award would have Vested under Rule 6.7; and
  4. iii. any other circumstances in the absolute discretion of the Committee. Where this paragraph iii applies, the Committee may additionally determine that the Holding Period shall end only for such number of Holding Period Shares as it may specify.