Centrica PLC — Capital/Financing Update 2022

May 3, 2022

Dated Day| Month | Year

CENTRICA PLC

and

EQUINITI SHARE PLAN TRUSTEES LIMITED

Deed to change the Trust Deed and Rules of the

CENTRICA Share Incentive Plan

Centrica Share Incentive Plan

Deed to change the Trust Deed and Rules

This deed is made on Day|Month|Year between:

(1) CENTRICA plc; and

(2) EQUINITI SHARE PLAN TRUSTEES LIMITED.

• 1 Introduction
• 1.1 Centrica plc is the "Company" in relation to the Centrica Share Incentive Plan (the "Plan").
• 1.2 Equiniti Share Plan Trustees Limited is the trustee for the time being of the Plan (the "Trustee").
• 1.3 The Plan is governed by the trust deed (the "Trust Deed") and rules (the "Rules") dated 17 September 2002 as amended in 24 November 2003, 21 February 2012, 9 December 2013 (with effect from 17 July 2013) and 17 October 2018 (with effect from 25 May 2018). Rule 14.1 of the Plan provides that the Directors of the Company and the Trustee, may change the Trust Deed and/or the Rules at any time.

2 Operative Part

In exercise of its powers under rule 14.1, with effect from the date of the Directors resolution to amend the Trust Deed and the Rules [date], the Directors of the Company and the Trustee resolve to change the Trust Deed and the Rules as set out in the blacklined copy of the rules of the Plan as attached to this deed of amendment.

This document has been executed as a deed on the date shown at the top of this document.

Signed as a deed by

Centrica plc Acting by:

Director

Witness

Signed as a deed by Equiniti Share Plan Trustees Limited acting by:

Director

Authorised Signatory

Dated 17 September 2002

CENTRICA PLC

TRUST DEED AND RULES OF THE CENTRICA SHARE INCENTIVE PLAN

Shareholders' Approval: 8 May 2000 and11 May 2012 Directors' Adoption: 17 September 2002 and21 February 2012 Amended (with effect from): 24 November 2003 and21 February 2012 Amended: 9 December 2013 (with effect from 17 July 2013)

Amended: 17 October 2018 (with effect from 25 May 2018)

Amended:	17 February 2022 (with effect from 7 June 2022)

Contents		Page
	Trust Deed and rules of the Centrica Share Incentive Plan 0
	Part A – Definitions 1
1.	Meaning of words used 1
2.	Operation of the Plan 4
3.	Joining the Plan 4
	Part C – Free Shares 7
4.	Free Shares 7
	Part D – Partnership Shares 9
5.	Partnership Shares 9
	Part E – Matching Shares 14
6.	Matching Shares 14
	Part F – Dividends 16
7.	Dividends 16
	Part G – General Rules 18
8.	General rules about Shares 18
9.	Leavers 21
10.	General rules relating to the Plan 22
11.	Assets of the Plan 24
12.	Trustees 25
13.	Participating Companies 26
14.	Changing the Rules 26
15.	Termination 28
16.	Governing law and jurisdiction 28

Trust Deed and rules of the Centrica Share Incentive Plan

This Trust Deed and rules of the Centrica Share Incentive Plan are made as a deed on 17 September 2002:

Between:

• (1) CENTRICA PLC, a company incorporated in England with registered number 03033654, whose registered office is at Millstream Maidenhead Road, Windsor, Berkshire SL4 5GD (the "Company"); and
• (2) EQUINITI SHARE PLAN TRUSTEES LIMITED, a company incorporated and registered in England with registered number 03925002, whose registered office is at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA (the "Trustee").

Background

• The Company has established a trust on the above date, to facilitate the acquisition and holding of Shares under the Plan, and to comply with the requirements of Schedule 2, on the terms of this Deed. The Trustee has agreed to be the first trustee of the Trust.
• The Trustee was formerly known as Hill Samuel ESOP Trustees Limited. On 1 October 2007, Hill Samuel ESOP Trustees Limited changed its name to Equiniti Share Plan Trustees Limited.
• By a deed dated 6 June 2012 between Centrica plc and Equiniti Share Plan Trustees Limited, various amendments were made to the original Trust Deed and rules with effect from 21 February 2012
• By a further deed dated [ ] 2022, between Centrica plc and Equiniti Share Plan Trustees Limited, various amendments were made to the original Trust Deed and rules with effect from 7 June 2022. This document comprises the amended Trust Deed and rules of the Plan.

Part A – Definitions

1. Meaning of words used

1.1 General

"Accumulation Period" means the period during which a Participant's Contributions are held prior to their application by the Trustees in acquiring Partnership Shares and which must not exceed 12 months or such other maximum specified in paragraph 51(1) of Schedule 2;

"Associated Company" means an associated company (within the meaning in paragraph 94 of Schedule 2) of the Company;

"Award" means:

• (i) an award of Free Shares or Matching Shares to Participants; and/or
• (ii) an acquisition of Partnership Shares or Dividend Shares on behalf of Participants;

"Award Day" means the date on which Free Shares or Matching Shares are awarded under the Plan;

"Award System" means the system of calculating the number of Free Shares to be awarded from time to time, adopted by the Directors and which satisfies paragraph 9 of Schedule 2 (participation on same terms);

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

"Company Reconstruction" means a transaction affecting any Shares as described in paragraph 86 of Schedule 2;

"Connected Share Incentive Plan" means a Schedule 2 Plan (other than the Plan) established by the Company or a "connected company" (as defined in paragraph 18 of Schedule 2) of the Company;

"Contributions" means deductions from a Participant's Salary for the purpose of acquiring Partnership Shares and comprising "Partnership Share Money" within the meaning of paragraph 45(2) Schedule 2;

"Dealing Restrictions" means any internal or external restrictions on dealings or transactions in securities;

"Directors" means the board of directors of the Company or a duly authorised committee.

"Dividend Shares" means Shares which the Trustees acquire by reinvesting Participants' cash dividends from their Plan Shares;

"Eligible Employee" means any person who meets the requirements of rule 3.2 (Employees to be invited);

"Employment" means employment by the Company or any Associated Company;

"Forfeiture Period" means the period (if any) determined by the Directors in accordance with rule 4.4 (Forfeiture of Free Shares), and rule 6.4 (Forfeiture of Matching Shares);

"Forfeiture Provisions" means the circumstances (if any) in which the Directors decide that Shares may be subject to forfeiture as described in rule 4.4 (Forfeiture of Free Shares), and rule 6.4 (Forfeiture of Matching Shares);

"Free Shares" means Shares awarded to Participants without payment under rule 4 (Free Shares);

"Group" means the Company and any company that is a subsidiary of the Company (within the meaning of section 1159 of the Companies Act 2006), and "Member of the Group" will be understood accordingly;

"HMRC" means Her Majesty's Revenue and Customs;

"Holding Period" means the period for holding Free Shares, Matching Shares and Dividend Shares in the Plan;

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

"ITA" means the Income Tax Act 2007;

"London Stock Exchange" means the London Stock Exchange plc;

"Market Value" means on any day where Shares are traded on the London Stock Exchange either: (1) where Shares allocated or awarded are purchased by the Trustees on the same day, the average of the prices achieved by the Trustees in the purchase of such Shares; or (2) the average of the mid market closing price of a Share as derived from the London Stock Exchange for the 3 immediately preceding Business Days. Where Shares are not so admitted, "Market Value" has the meaning given by virtue of Part VIII of the Taxation of Chargeable Gains Act 1992 and as agreed in advance with HMRC Shares and Assets Valuation. In either case, if the Shares are subject to a restriction, Market Value shall be determined as if they were not;

"Matching Shares" means Shares awarded without payment in proportion to any Partnership Shares allocated to Participants;

"Method 1" means the method described in paragraph 41 of Schedule 2;

"Method 2" means the method described in paragraph 42 of Schedule 2;

"Participant" means any Employee who has joined the Plan or, after death, that person's personal representatives;

"Participating Company" means an employer participating in the Plan being the Company, any Subsidiary and any other company if its participation would not prevent the Plan from being a Schedule 2 Plan and which in both cases is so designated by the Directors and which has agreed to comply with the Plan rules as described in rule 13.1 (Inclusion in the Plan);

"Partnership Shares" means Shares which the Trustees allocate to Participants in respect of their Contributions;

"Performance Measures" means targets set by the Directors from time to time, which meet the requirements of paragraph 39 of Schedule 2 and govern the availability, number or value of Free Shares to be awarded;

"Plan" means the Centrica Share Incentive Plan, as amended from time to time;

"Plan Shares" mean the Shares awarded or allocated to Participants under the Plan;

"Reconstruction or Takeover" means (i) a person (or a group of persons acting in concert) obtaining control (as defined in Section 995 ITA) of the Company as a result of making an offer to acquire shares, or (ii) under Section 899 of the Companies Act 2006, a court sanctions a compromise or arrangement in connection with the acquisition of Shares (or there is any other local equivalent to that sanction procedure);

"Salary" has the meaning in paragraph 43(4) of Schedule 2;

"Schedule 2" means Schedule 2 to ITEPA;

"Schedule 2 Plan" means a plan in relation to which the requirements of Parts 2 to 9 of Schedule 2 are being met;

"Share" means a share in the capital of the Company, which meets the requirements of Part 4 of Schedule 2, and any security which forms part of any new holding referred to in paragraph 86, of Schedule 2;

"SIP Code" means the relevant parts of the UK tax legislation governing the Plan as specified in Section 488(3) ITEPA;

"Subsidiary" means a company which is under the control of the Company within the meaning of Section 995 ITA (as extended by paragraph 91 of Schedule 2);

"Tax" means any tax, national insurance contributions and other social security charges (and/or any similar charges), wherever arising, in respect of a Participant's Award or otherwise arising in connection with that Participant's participation in the Plan;

"Tax Year" means a UK tax year beginning on 6 April and ending on the following 5 April;

"Trust Fund" means the assets held on the terms of the Trust from time to time, except any assets held beneficially on behalf of a specified Participant; and

"Unallocated Shares" means Shares included in the Trust Fund that are not held on behalf of a Participant.

1.2 General interpretation

In this Plan, the singular includes the plural and the plural includes the singular. References to any enactment or statutory requirement will be understood as references to that enactment or requirement as amended or re-enacted and they include any subordinate legislation made under it. References to a "clause" mean a clause of the Deed.

1.3 Interpretation consistent with Schedule 2

Words and expressions used in the Plan will have the meanings given in the SIP Code unless the context requires otherwise. The Plan will be interpreted consistently with Schedule 2.

Part B – Operation of the Plan and Joining the Plan

2. Operation of the Plan

2.1 Purpose of the Plan

The Plan is intended to operate as a Schedule 2 SIP. The Company has established the Plan to provide benefits to Eligible Employees and Participants in the form of Shares to give them a continuing stake in the Company, and these benefits will only be provided in accordance with Schedule 2.

The Trustees may achieve the purpose of the Plan by applying the capital and income of the Plan assets to or for the benefit of Participants as described in the Plan rules. Every Eligible Employee who is invited to participate in the Plan must be invited on the same terms, and those who do participate must actually do so on the same terms, complying with paragraph 9 of Schedule 2.

2.2 Time of operation

The Directors can only operate the Plan at any time after it has become a Schedule 2 Plan.

Free Shares will only be awarded within 42 days commencing on any of the following:

• 2.2.1 the day on which the Plan is formally established;
• 2.2.2 the day after the Company's results for any period are announced or, where not announced, are published;
• 2.2.3 any day on which the Directors resolve that exceptional circumstances exist which justify an award of Free Shares;
• 2.2.4 any day on which changes to the legislation or regulations affecting Schedule 2 are announced, effected or made; and the day Dealing Restrictions, which prevented the issuing of invitations during the periods specified above, are lifted.

3. Joining the Plan

3.1 Participation on same terms

Except for any differences caused by the application of the Award System, on each occasion that the Directors decide to issue invitations to participate in the Plan, all Eligible Employees must:

• 3.1.1 be invited to participate on the same terms; and
• 3.1.2 for those Eligible Employees who do participate, actually participate on the same terms.

3.2 Employees to be invited

Whenever the Directors decide to operate the Plan, they must invite all Eligible Employees.

A person is an Eligible Employee for the purposes of the Plan if that person:

• 3.2.1 is a UK resident taxpayer, within the meaning of paragraph 8(2) of Schedule 2;
• 3.2.2 has continuous employment with one or more qualifying companies (within the meaning of paragraph 17 of Schedule 2) over any period set by the Directors under rule 3.6 (Qualifying period of service);
• 3.2.3 is an employee of a Participating Company on the following date:
  • (i) in the case of Free Shares, the Award Day;
  • (ii) in the case of Partnership Shares where no Accumulation Period applies, the date of the deduction of Contributions;
  • (iii) in the case of Partnership Shares where an Accumulation Period applies, the date of the first deduction of Contributions; and
  • (iv) in the case of Matching Shares, the same date as for the Partnership Shares to which they relate; and
• 3.2.4 is not excluded as a result of rule 3.3 (Prohibited invitations).

The Directors may also invite another person who satisfies rules 3.2.2 to 3.2.4 to participate in the Plan as an Eligible Employee.

3.3 Prohibited invitations

A person will not be eligible to participate in an Award of Free Shares, Partnership Shares or Matching Shares in a Tax Year if that person is at the same time to participate (or is to be treated as participating under paragraph 18(2) of Schedule 2) in an award of shares under any Connected Share Incentive Plan.

The Trustees must maintain records of employees who have participated in the Plan or any Connected Share Incentive Plan.

3.4 Free Share invitations – Employees under notice

The Directors may decide not to invite Eligible Employees to participate in an Award of Free Shares who have given or received notice of termination of employment on or before the Award Day relating to that Award.

3.5 Form of invitation and application

The invitation and application to join the Plan must be made in the form determined by the Directors. This may include invitations and applications by writing (including electronic means) or interactive voice response.

The invitation and the application will, if applicable, specify whether for that operation of the Plan, Free Shares and/or Partnership Shares and Matching Shares (and, where relevant, Dividend Shares) may be acquired. If Partnership Shares are offered, the application will comply with rule 5 (Partnership Shares).

3.6 Qualifying period of service

The Directors may set a qualifying period of service for any operation of the Plan.

If Free Shares are offered, the qualifying period of service must not be more than 18 months, ending with the Award Day of those Free Shares.

If Partnership Shares are offered and there is no Accumulation Period, the qualifying period of service must not be more than 18 months, ending with the start of Contributions. If there is an Accumulation Period, the qualifying period of service must not be more than six months, ending with the start of the relevant Accumulation Period.

In relation to an Award, the same qualifying period must apply in relation to all Eligible Employees but different qualifying periods may apply to different Awards.

3.7 Submission of applications

Employees invited to participate in the Plan, and who wish to do so, must submit the completed application by the date specified, if any. In doing so they agree to the terms and conditions of participation set out in the application. Anyone who has not submitted a completed application as required will not participate in the Plan. Invitations to receive an award of Free Shares may be made on an opt-out basis.

Part C – Free Shares

4. Free Shares

4.1 Limit

If the Plan is operated to provide Free Shares, Free Shares awarded to each Eligible Employee participating in the Plan must not have a Market Value on the Award Day of more than £3,600 in any Tax Year, or any other amount set out in paragraph 35(1) of Schedule 2.

Where, in a tax year, an Eligible Employee participating in the Plan has been awarded Free Shares and has, in the same Tax Year, been awarded free shares under any Connected Share Incentive Plan, those free shares will count, for the purposes of this rule 4.1 (Limit) as if they were Free Shares awarded under this Plan.

4.2 Terms relating to Free Shares

The Directors will set the following:

• 4.2.1 the Award System for that operation of the Plan including any Performance Measures which apply, using either Method 1 or Method 2;
• 4.2.2 the Holding Period, which must be at least three years but not more than five years beginning with the Award Day, must be the same for all Free Shares in an Award and cannot be increased once that Award has been made; and
• 4.2.3 any Forfeiture Provisions.

During this Holding Period, rule 8.4 (Restrictions on disposals of Shares) applies in relation to the Free Shares.

4.3 Notifying Participants of Performance Measures

If Performance Measures apply to the availability, number or value of Free Shares, the Directors will, as soon as reasonably practicable, write and tell:

• 4.3.1 all Eligible Employees in general terms the Performance Measures to be used to calculate the number of Free Shares awarded to each Participant, but the Directors may exclude from such notice any information if they reasonably consider that to disclose it would prejudice commercial confidentiality; and
• 4.3.2 each Participant about the Performance Measures which will be used to calculate the number or value of Free Shares awarded to the Participant.

4.4 Forfeiture of Free Shares

The Directors may decide that an Award of Free Shares will be subject to a Forfeiture Period during which Forfeiture Provisions will apply. If the Directors decide that a Forfeiture Period will apply, the period will begin on the Award Day and end on such date as the Directors decide. The same Forfeiture Period will apply to all Free Shares awarded in the same Award.

4.5 Payments by Participating Companies and acquiring Shares

The Directors may notify each Participating Company of the amount it is required to contribute in respect of an Award of Free Shares. Each Participating Company will pay this amount to the Trustees and the Trustees will use the funds to purchase or subscribe for Shares, as agreed with the Directors.

4.6 Awards of Free Shares

The Trustees will award Free Shares to each Participant on the basis set out in the Award System and any Performance Measures.

4.7 Award eligibility requirement

The Trustees will not award Free Shares to a Participant who is not an Eligible Employee on the Award Day or has given or received notice of termination of Employment on or before the Award Day.

4.8 Notification by Trustees

As soon as practicable after the award of Free Shares, the Trustees will write and tell each Participant of the Award. The Trustees will include in the notification:

• 4.8.1 the number and description of the Free Shares;
• 4.8.2 the Holding Period applying to the Free Shares;
• 4.8.3 specify any Forfeiture Period and any Forfeiture Provisions that will apply;
• 4.8.4 details of any restrictions to which the Shares are subject (other than by virtue of the Plan); and
• 4.8.5 their Market Value on the Award Day.

4.9 Transfer of legal title

After the end of the Holding Period, the Participant may at any time direct the Trustees to transfer legal title of Free Shares to the Participant or as the Participant may direct.

Part D – Partnership Shares

5. Partnership Shares

5.1 Application for Partnership Shares

If the Plan is operated to provide Partnership Shares, Eligible Employees must enter into an agreement with the Company as a condition of participating in the Award and in a form which meets the requirements of Part 6 of Schedule 2. The agreement will be a "Partnership Share Agreement" for the purposes of paragraph 44(2) Schedule 2 and will be given effect by deduction of Contributions from a Participant's Salary. The agreement will:

• 5.1.1 specify if an Accumulation Period will apply and, if so:
  • (i) the date on which the first Accumulation Period begins, which must not be later than the date of the first deduction of Contributions;
  • (ii) the length of the Accumulation Period, which must not exceed 12 months;
  • (iii) the basis for calculating the number of Shares to be awarded to each Participant in accordance with rule 7.8 (Scrip dividends);
  • (iv) if the Accumulation Period will terminate on the occurrence of a specified event,

and any Accumulation Period must be the same for all Eligible Employees;

• 5.1.2 specify the amount and intervals of deductions of Contributions, in accordance with rules 5.3 (Minimum Contribution) and 5.2 (Amount of Contributions);
• 5.1.3 authorise the Eligible Employee's employer to deduct Contributions from the Eligible Employee's Salary for the purpose of purchasing Partnership Shares;
• 5.1.4 include a notice containing prescribed information as to the possible effect of deductions on certain benefits, as required by paragraph 48 of Schedule 2;
• 5.1.5 include an undertaking by the Company to notify the Eligible Employee of any restriction on the number of Shares to be included in an Award of Partnership Shares in accordance with rule 5.4 (Share offer limit);
• 5.1.6 require the Company to undertake to arrange for Partnership Shares to be awarded to the Eligible Employee in accordance with the Plan; and
• 5.1.7 ensure that any Partnership Shares ceasing to be subject to the Plan are subject to rule 8.10 (Tax liabilities).

5.2 Amount of Contributions

The Directors will determine the maximum Contribution which will apply in relation to that operation of the Plan which will not be more than:

• 5.2.1 the lower of 10% of the Participant's Salary for that Tax Year or £1,800 in any Tax Year; or
• 5.2.2 any other percentage or amount set out in paragraph 46 of Schedule 2 from time to time.

If Contributions exceed these limits, the excess amount will be repaid to the Participant as soon as practicable.

If a Participant makes Contributions under this Plan in a Tax Year and, in the same Tax Year, has made contributions under any Connected Share Incentive Plan, those contributions will count, for the purposes of this rule 5.2 (Amount of Contributions), as if they were Contributions under this Plan.

5.3 Minimum Contribution

The Directors may set from time to time a minimum amount (not more than £10) for Contributions on any occasion, irrespective of the intervals at which contributions are to be deducted. If there is such a minimum amount, it will be set out in the application.

5.4 Share offer limit

The Directors may specify the maximum aggregate number of Shares to be included in an Award of Partnership Shares, which will apply to all Partnership Shares in the same Award.

If the Company receives applications for Partnership Shares exceeding that maximum, or it becomes clear once all deductions of Contributions have been made that the maximum will be exceeded, the number of Partnership Shares received by each Participant will be proportionately reduced.

Each affected Participant will be notified of any change in accordance with this rule

• 5.4.1 before the first deduction of the Contributions relating to the offer, if there is no Accumulation Period; and
• 5.4.2 before the beginning of the Accumulation Period, if there is one.

Each application for Partnership Shares will be deemed to be modified or withdrawn accordingly.

5.5 Holding Contributions

The Participants' Contributions will be transferred to the Trustees as soon as practicable. The Trustees will hold the Contributions in an account with:

• 5.5.1 a person falling within Section 991(2)(b) ITA; or
• 5.5.2 a building society; or
• 5.5.3 a firm falling within Section 991(2)(c) ITA.

The account may, but need not, pay interest on the Contributions held. If it does, the Trustees must account to each Participant for the interest earned on their Contributions.

5.6 Repayment of Contributions

The Trustees must pay to a Participant any Contributions they hold together with any interest if, before acquiring Partnership Shares on behalf of the Participant:

• 5.6.1 they receive a termination notice under rule 15.1 (Termination notice); or
• 5.6.2 the Plan ceases to be a Schedule 2 Plan by virtue of paragraphs 81H and 81I of Schedule 2; or
• 5.6.3 the Participant ceases to be in Employment during an Accumulation Period.

5.7 Excess Contributions

If the Participant agrees when completing the application, the Trustees may carry forward and add to the amount of the next Contribution any Contributions not used to acquire Partnership Shares. If there is no such agreement, the Trustees must pay the excess to the Participant as soon as practicable.

5.8 Accumulation Periods

The Directors may determine in relation to any operation of the Plan whether there will be an Accumulation Period and, if so, how the number of Shares allocated to each Participant will be determined (see rule 5.12 (Allocating shares – Accumulation Period).

The start and end of any Accumulation Period must be set out in the application. The Accumulation Period must start on or before the date of the first deduction of Contributions. It must not exceed 12 months. The same Accumulation Period or periods must apply to all Participants for each operation of the Plan.

If, during the Accumulation Period, a transaction occurs in relation to the Shares which results in a new holding of shares being equated with the Shares for the purposes of capital gains tax purposes ("new shares"), then the Contributions held may, with the agreement of the Participant, be used at the end of the Accumulation Period to acquire new shares. By signing or submitting the application Participants agree to the acquisition of new shares.

5.9 Stopping and re-starting Contributions

A Participant may give notice to the Company to stop making Contributions at any time. Unless a later date is specified in the notice, the Company must ensure that no further deductions are made within 30 days after it receives the notice.

A Participant who has stopped deductions may give notice to the Company at any time to re-start deductions, but may not make up any missed Contributions. The Company will arrange for Contributions to re-start by the next due date for Contributions which is more than 30 days after receipt of the notice to re-start, unless the notice specifies a later date.

If the Plan is operated with an Accumulation Period, the Directors may determine whether Participants can re-start their Contributions more than once in an Accumulation Period. If such a determination is made, it will be set out in the application and will apply equally to all Participants.

5.10 Varying Contributions

A Participant may vary their Contributions with the agreement of the Company.

5.11 Withdrawal from agreement to make Contributions

A Participant may at any time withdraw from the agreement to make Contributions made at the time of joining the Plan and ask for the return of any Contributions which have not been used to acquire Partnership Shares by giving notice to the Company. The Participant will be treated as having stopped Contributions 30 days after the receipt of the notice, unless a later date is specified in the notice. The Trustees must pay to the Participant any Contributions they hold as soon as practicable together with any interest, if payable. Any Partnership Shares already allocated will not cease to be subject to the Plan as a result of such a withdrawal.

5.12 Allocating shares – Accumulation Period

If there is an Accumulation Period, the Trustees must allocate Partnership Shares to each Participant within 30 days after the end of that period.

The number of Shares allocated to each Participant will be calculated using:

• 5.12.1 the Market Value of the Shares at the beginning of the Accumulation Period; or
• 5.12.2 the Market Value of the Shares on the Acquisition Date; or
• 5.12.3 the lower of Market Values determined under rules 5.12.1 and 5.12.2 above.

All Partnership Shares must be allocated on the same date.

Where the Shares are traded on the London Stock Exchange, Market Value on the Acquisition Date for the purposes of rule 5.12.2 above shall be determined as follows:

• 5.12.4 if all the Partnership Shares are purchased by the Trustee on a single Acquisition Date or over five or fewer consecutive Acquisition Dates, the number of Shares allocated to each Participant will be calculated using the average price actually paid for the Shares; or
• 5.12.5 if all the Partnership Shares to be awarded to Participants on that occasion are purchased over more than five consecutive Acquisition Dates (or are not purchased on consecutive dates) then the number of Shares allocated to each Participant shall be determined in accordance with the Market Value of the Shares on the date of the allocation.

5.13 Allocating shares – no Accumulation Period

If there is no Accumulation Period, the Trustees must allocate Partnership Shares to the Participants by a date set by the Trustees. This date must be not later than 30 days after the last day on which the relevant deduction of Contributions takes place.

If all the Partnership Shares to be allocated to Participants on that occasion are purchased by the Trustees on the date of allocation or over five or fewer consecutive dealing days ending on the date of allocation, and provided the Company is traded on the London Stock Exchange, the number of Shares allocated to each Participant will be calculated using the average price actually paid by the Trustees for the Shares.

If all the Partnership Shares to be allocated to Participants on that occasion are not purchased by the Trustees on the date of allocation or over five or fewer consecutive dealing days ending on the date of allocation, the number of Shares allocated to each Participant will be calculated using the Market Value on the date of allocation.

All Partnership Shares must be allocated on the same date.

5.14 Allocation eligibility requirement

The Trustees will not allocate Partnership Shares to an individual who is not an Eligible Employee at the following times:

• 5.14.1 where there is no Accumulation Period, at the time the related Contributions are deducted; and
• 5.14.2 where there is an Accumulation Period, at the time of the first deduction of the related Contributions.

Rule 9.1 (Leaving Employment) applies if an Eligible Employee leaves Employment during the acquisition period for an award of Partnership Shares.

5.15 Notification by Trustees

As soon as practicable after the Trustees have allocated Partnership Shares to a Participant, the Trustees will notify that Participant in writing. The notification will set out:

• 5.15.1 the number and description of the Partnership Shares;
• 5.15.2 the amount of Contributions used to acquire the Shares;
• 5.15.3 details of any restrictions to which the Shares are subject (other than by virtue of the Plan);
• 5.15.4 and the price per Share which was used to calculate the number of Partnership Shares allocated in accordance with rule 5.12 (Allocating shares – Accumulation Period) or 5.13 (Allocating shares – no Accumulation Period).

5.16 Access to Partnership Shares

A Participant may at any time take out of the Plan any Partnership Shares allocated to the Participant.

A Participant may, at any time, direct the Trustees to transfer legal title of Partnership Shares to the Participant or as the Participant may direct, subject to rule 8.10 (Tax liabilities).

5.17 Frequency of awards

The Directors will decide whether Partnership Shares will be awarded acquired at regular intervals or on a one-off basis, or both.

5.18 No forfeiture

Partnership Shares cannot be forfeited.

Part E – Matching Shares

6. Matching Shares

6.1 Ratio of Matching Shares to Partnership Shares

If the Plan is operated to provide Matching Shares, a Participant who is allocated Partnership Shares is entitled to an award of Matching Shares. The Directors will set the ratio of Matching Shares to Partnership Shares from time to time and the ratio which applies will be set out in the application. The same ratio must apply to all those who participate in the related allocation of Partnership Shares.

The ratio cannot exceed two Matching Shares for every Partnership Share acquired or such other ratio specified in paragraph 60 of Schedule 2.

The ratio may change in the circumstances set out in the application. The Directors will tell Participants if the ratio changes, before the allocation of the related Partnership Shares.

6.2 Rights and restrictions

Matching Shares must be shares of the same class and carry the same rights as the Partnership Shares to which they relate.

Rules 4.2.2 and 8.4 (Restrictions on disposals of Shares) apply to the award of Matching Shares.

6.3 Payments by Participating Companies and acquiring Shares

The Directors will notify each Participating Company of the amount it is required to contribute in relation to Matching Shares. Each Participating Company will pay this amount to the Trustees and the Trustees will immediately use the funds to purchase or subscribe for Shares, as agreed with the Directors.

6.4 Forfeiture of Matching Shares

The Directors may decide that an Award of Matching Shares will be subject to Forfeiture Provisions in specified circumstances or on the occurrence of specified events. In the event that Forfeiture Provisions are included in an Award, the same Forfeiture Provisions will apply to all Matching Shares awarded in the same Award.

6.5 Awards of Matching Shares

The Trustees will award Matching Shares to each Participant on the basis set out in the application. Awards of Matching Shares will be made to all Participants on exactly the same basis.

The Trustees will award Matching Shares on the same day as they allocate the related Partnership Shares to Participants.

However, the Directors may decide to operate the Plan on the basis that if any Partnership Shares allocated are not sufficient to result in the award of a Matching Share on the same day, the match will be made when sufficient Partnership Shares have been allocated.

6.6 Notification by Trustees

The notification requirements set out in rule 4.8 (Notification by Trustees) will apply to Matching Shares.

6.7 Transfer of legal title

After the end of the Holding Period, the Participant may at any time direct the Trustees to transfer legal title of Matching Shares to the Participant or as the Participant may direct, subject to rule 8.10 (Tax liabilities).

Part F – Dividends

7. Dividends

7.1 Dividend Shares

The Directors may from time to time decide, or allow Participants to decide (by completing the relevant section on the application), that instead of Participants receiving cash dividends the Trustees must reinvest some or all of the cash dividends they receive in respect of Plan Shares in additional Shares to be held on behalf of Participants. Where this is the case, the Directors will notify the Trustees of the amount to be reinvested or how that amount is to be determined.

The Directors may impose a limit on the amount of dividends which may be reinvested to be held on behalf of any Participant.

If the Directors or the Participants have not made such decisions, or to the extent that the cash dividends exceed any limit set, the Trustees must pay over cash dividends to the relevant Participant as soon as practicable.

7.2 Allocating Dividend Shares

If all the Dividend Shares to be allocated to Participants on any occasion are purchased by the Trustees on the date of allocation or over five or fewer consecutive dealing days ending on the date of allocation, and provided the Company is traded on the London Stock Exchange, then the number of Dividend Shares allocated to each Participant will be calculated using the average price actually paid by the Trustees for the Shares.

If all the Dividend Shares to be allocated to Participants on any occasion are not purchased by the Trustees on the date of allocation or over five or fewer consecutive dealing days ending on the date of allocation, then the number of Dividend Shares allocated to each Participant will be calculated using the Market Value on the date of allocation.

Dividend Shares must be allocated on or before a date set by the Trustees. This date must be no later than 30 days after the date they receive cash dividend.

All the Dividend Shares must be allocated on the same date. In allocating Shares the Trustees must treat Participants fairly and equally.

7.3 Cash dividends carried forward and paid

The Trustees may retain, carry forward and add to the amount of the next cash dividend to be reinvested the amount of any cash dividend which is not sufficient for the allocation of one or more Dividend Shares. But the Trustees must keep these amounts separately identifiable and amounts derived from an earlier cash dividend are treated as reinvested before an amount derived from a later cash dividend.

The Trustees must pay to the Participant, as soon as practicable, any cash amounts referred to above:

7.3.1 if the Participant ceases to be in Employment; or

7.3.2 if the Trustees receive a termination notice under rule 15.1 (Termination notice).

When making the payment, the Trustees will supply to the Participant the information referred to in paragraph 80(4) of Schedule 2.

7.4 Notification

As soon as practicable after the Trustees have allocated any Dividend Shares to a Participant, the Trustees will notify the Participant in writing of:

• 7.4.1 the number and description of those Dividend Shares,
• 7.4.2 the price per Share which was used to calculate the number of Dividend Shares allocated in accordance with rule 7.2 (Allocating Dividend Shares)0, and
• 7.4.3 the Holding Period and any cash dividends carried forward as described in rule 7.3 (Cash dividends carried forward and paid).

7.5 Rights and restrictions

Dividend Shares must be shares of the same class and carry the same rights as the Shares in respect of which the dividend is paid.

Rule 4.2.2 applies to Dividend Shares but the Holding Period must be three years starting on the date the Trustees allocated the Dividend Shares as described in rule 7.2 (Allocating Dividend Shares). Rule 8.4 (Restrictions on disposals of Shares) also applies to Dividend Shares.

7.6 Transfer of legal title

After the end of the Holding Period, the Participant may at any time direct the Trustees to transfer legal title of Dividend Shares to the Participant or as the Participant may direct.

7.7 Other dividends

Cash dividends payable in respect of Plan Shares and not reinvested in Dividend Shares (because they exceed the limit imposed under rule 7.1 (Dividend Shares) or for any other reason) will belong to the relevant Participant. The Trustees will pay those dividends to the Participant as soon as practicable after receipt.

The Trustees are not required to pay a Participant any interest earned on any dividend to which the Participant is entitled.

The Trustees must hold unclaimed dividends for at least 12 years from the date of declaration of the dividend. If any dividends are unclaimed after this period, the Trustees may keep them and use them for the purposes of the Plan.

Where any dividends received are foreign cash dividends within the meaning of paragraph 75(6) of Schedule 2 the Trustees will notify the Participant of the amount of any foreign tax deducted from the dividend before it was paid.

Until the Company directs otherwise, the Trustee waives all rights to dividends on Unallocated Shares.

7.8 Scrip dividends

The Trustees may receive, following a direction from the Participant, Shares credited as fully paid in whole or in part instead of a cash dividend (a scrip dividend). These Shares will not form part of the Participant's Plan Shares. The Trustees will take all reasonable steps to transfer such Shares to the Participant.

7.9 No forfeiture

Dividend Shares cannot be forfeited.

Part G – General Rules

8. General rules about Shares

8.1 Listing

If, and for as long as, the Shares are listed on the London Stock Exchange, the Company will apply as soon as practicable for the listing and admission to trading of any Shares issued in connection with the Plan.

8.2 Rights

Shares issued on subscription will rank equally in all respects with the Shares. However, the Directors may determine that they will not rank equally in all respects for any dividends or other distributions payable or made in respect of a period beginning before their date of issue.

Where Shares are transferred they will have the benefit of all rights attaching to the Shares by reference to a record date on or after the date on which they are allocated or awarded.

The Trustees may award Shares, a proportion of which will rank for dividends or other rights attaching to Shares by reference to a record date preceding the relevant Award Day and a proportion of which will not. If this happens, the Trustees will award the Shares to each Participant as far as practicable in those same proportions.

8.3 Acquisition of Shares

The Trustee may use the Trust Fund to acquire Shares to be held as Unallocated Shares for the purposes of the Plan.

The Company may from time to time ask the Trustees to acquire any number of Shares specified by it for award or allocation to Participants on a later operation of the Plan. If the Trustees agree to acquire Shares, the Company will ensure that the Trustees have sufficient funds to do so. The Trustees may also acquire Shares at any other time, if they have sufficient funds to do so. These Shares must satisfy the conditions specified in Part 4 of Schedule 2. Before any such Shares are awarded or allocated under the Plan, they will be held on general trust for the purposes of the Plan.

Where there is a qualifying transfer of Shares for the purposes of Section 69(3AA) of the Finance Act 1989 to the Trustees those Shares must not be used as Partnership Shares and must be included in any award of Free Shares or Matching Shares made after the date of the transfer in priority to other Shares available for a particular Award.

8.4 Restrictions on disposals of Shares

The Participant must permit the Trustees to retain their Free Shares, Matching Shares and Dividend Shares throughout the Holding Period and the Trustees must retain them. The Participant cannot assign, charge or otherwise dispose of their beneficial interests in the Free Shares, Matching Shares and Dividend Shares in any way during the Holding Period, and the Trustees must not dispose of the Free Shares, Matching Shares and Dividend Shares (whether by transfer to the Participant or otherwise) during the Holding Period, unless the Participant has ceased to be in Employment, or if the circumstances set out in paragraphs 36(4) or 77 of Schedule 2 apply.

8.5 Plan limits

An Award may not be made that would cause the total number of Shares that have been Allotted in the previous 10 years (or could still be Allocated by virtue of rights granted) under the Plan and under any other employee share plans operated by the Company) to exceed 10% of the ordinary share capital of the Company in issue immediately before that Award is made.

For these purposes, "Allotted" means (and related words) means the issue and allotment of new Shares, or the transfer of Shares from treasury. However, if relevant institutional investor guidelines cease to require treasury shares to be taken into account for these purposes, then these words will not include treasury Shares. For the avoidance of doubt, the acquisition of any shares by market purchase by, or for the purpose of, an employee share scheme is not within the meaning of "allotted".

To the extent that a right to acquire Shares lapses, the underlying Shares are ignored when calculating the limits. Where Shares are to be taken into account for the purposes of the limit in this rule 8.5 (Plan limits) and there has been a variation in the share capital of the Company, the number of Shares taken into account for the purposes of the limit will be adjusted as the Directors consider appropriate to take account of the variation.

8.6 Voting

The Trustees may invite Participants to direct them on the exercise of any voting rights attaching to Plan Shares held by the Trustees on their behalf. If the Trustees do so:

• 8.6.1 they will only be entitled to vote on a show of hands if all directions received from Participants who have given directions in respect of a particular resolution are identical; and
• 8.6.2 in the event of a poll the Trustees will follow the directions of Participants.

The Trustees will not be under any obligation to call for a poll. The Trustees must not vote in respect of Unallocated Shares or any Shares they hold under the Plan which have not been registered in their name.

The Trustee shall vote in accordance with any directions of Participants which are received within such reasonable time period before the meeting at which the votes are due to be cast (which may be specified by the Trustee in any invitation for directions sent to Participants) and shall not exercise voting rights in respect of Plan Shares if no directions have been received from a Participant in relation to that Participant's Plan Shares.

8.7 Offers

The Participant (or anyone properly authorised) may direct the Trustees on the appropriate action to take in relation to any right relating to a Participant's Plan Shares to receive other shares, securities or rights of any description, and in relation to a Company Reconstruction. The Trustees may not take any action without such a direction. If the Trustees are to be involved in any liability they may require an indemnity from the Participant which they consider appropriate.

Where the Trustees exercise rights under a rights issue in respect of a Participant's Plan Shares, any shares, securities or rights allotted as a result will be treated as if they were Plan Shares identical to the Shares in respect of which the rights were conferred and as if they were awarded to the Participant under the Plan in the same way and at the same time as those Shares. But this only applies if the rights issue is offered in respect of all ordinary shares in the company and is subject to paragraphs 88(3) to 88(5) of Schedule 2.

On a Company Reconstruction, the Trustees will hold any new shares (as described in paragraph 87 of Schedule 2) as Shares subject to the Plan, as if they were the original Shares.

8.8 Fractional entitlements

Where, following any offer described in rule 8.7 (Offers), the Trustees receive rights or securities, they will allocate them among the Participants concerned on a proportionate basis, rounding down if necessary. The Trustees will then add the fractions not allocated and sell the unallocated rights and securities. The Trustees will deduct all expenses of sale and applicable tax from the proceeds of sale and distribute the net proceeds of sale proportionately among the Participants whose allocation was rounded down. However, if a Participant's entitlement is under £3 the Trustees may retain that sum and hold it on trust for the purposes of the Plan.

8.9 Capital receipts and other amounts

When the Trustees receive money which is a capital receipt (within the meaning of Section 502 ITEPA) or the proceeds of any disposal, they will transfer the sum to the Participant after complying with their PAYE obligations. The Trustees may, however, retain any capital receipt under £3 due to any Participant and hold it on trust for the purposes of the Plan.

The Trustees must also pay over to each Participant any money or money's worth relating to any of their Plan Shares, apart from money's worth consisting of new shares as described in rule 8.7 (Offers). But the Trustees are entitled to retain any amounts needed to discharge their PAYE obligations and cash dividends reinvested or carried forward under rule 7.3 (Cash dividends carried forward and paid).

8.10 Tax liabilities

Any Member of the Group, any employing company or the Trustee may make such withholding arrangements as it considers necessary or desirable to meet any liability for Tax (and to collect any applicable dealing and/or currency exchange costs). Withholding arrangements may include making deductions from any cash payment owed to the Participant and/or selling on behalf of the Participant some or all of the Participant's Plan Shares.

The Trustees will maintain the necessary records to comply with their PAYE obligations and those of the Participating Companies so far as they relate to the Plan.

The Trustees will pay to the relevant employing companies sufficient sums to enable the employing companies to discharge any obligations to make PAYE deductions for income tax or national insurance contributions which arise in the circumstances in Section 510(1) ITEPA.

The Trustees may dispose of a Participant's Plan Shares in order to raise sufficient sums in order to meet any obligation under this rule 8.10 (Tax liabilities), unless the Participant makes a payment in advance to the Trustees of a sum equal to the amount required to discharge the obligation.

When a Participant becomes liable to tax under ITEPA or Chapter 3 or 4 of part 4 of the Income Tax (Trading and Other Income) Act 2005 in relation to their Plan Shares, the Trustees must give the Participant any information relevant to determining that liability.

8.11 Source of Shares

Plan Shares may be newly issued Shares, Shares transferred from treasury and/or Shares purchased in the market.

8.12 Dealing Restrictions

Each person will have regard to Dealing Restrictions when operating, interpreting, administering, participating in and/or taking any other action in relation to the Plan.

9. Leavers

9.1 Leaving Employment

Subject to rules 4.4 (Forfeiture of Free Shares) and 6.4 (Forfeiture of Matching Shares), if a Participant leaves Employment, their Plan Shares will cease to be subject to the Plan.

Subject to rules (Forfeiture of Free Shares) and 6.4 (Forfeiture of Matching Shares), unless the Directors decide otherwise, the Plan will operate on the basis that if a Participant leaves Employment for any reason, the Trustees will transfer the Participant's Plan Shares to the Participant or as they may direct as soon as reasonably practicable.

If a Participant leaves Employment during the acquisition period relating to an allocation of Partnership Shares, they will:

• 9.1.1 for the purpose of awards of Partnership Shares and Matching Shares be treated as ceasing to be in Employment immediately after the allocation of Partnership Shares; and
• 9.1.2 for the purpose of determining when their Plan Shares cease to be subject to the Plan, be treated as ceasing to be in Employment immediately after the allocation of Partnership Shares.

For the purposes of this rule 9.1 (Leaving Employment) "acquisition period" has the meaning given to it in paragraph 97(3) of Schedule 2.

9.2 Tax free withdrawal of Plan Shares

In accordance with Section 498 ITEPA, a Participant is not liable to Tax on their Plan Shares ceasing to be subject to the Plan on leaving Employment for any of the following reasons:

• 9.2.1 because of injury or disability;
• 9.2.2 on being dismissed by reason of redundancy;
• 9.2.3 by reason of a transfer to which the Transfer of Undertakings (Protection of Employment) Regulations 2006 (S.I. 2006/246) applies;
• 9.2.4 if the relevant employment is employment by an associated company (see paragraph 95(2) of Schedule 2), by reason of a change of control or other circumstances ending that company's status as an associated company;
• 9.2.5 by reason of the Participant's retirement; or
• 9.2.6 on the Participant's death.

10. General rules relating to the Plan

10.1 Notices

Any notice or other document which has to be given in connection with the Plan may be delivered to a Participant or sent by post to them at their home address using the records of that Participant's employing company, or such other address as the Company or the Trustees consider appropriate or sent by electronic means to any address which according to the records of their employing company is used by the Participant (or such e-mail (or electronic) address as they may from time to time specify). Any notice or other document which has to be given to the Company or the Trustees in connection with the Plan may be delivered or sent by post to them at their registered offices (or such other place as the Directors or the Trustees may from time to time write and tell the Participants) or if the Directors allow and subject to such conditions as they may specify, sent by electronic means to the e-mail (or electronic) address for the time being notified by the Company. Notices sent by post will be deemed to have been given on the second day following the date of posting. Notices sent by electronic means, in the absence of evidence to the contrary, will be deemed to have been received on the first day after sending.

10.2 Documents sent to Shareholders

The Company may send to Participants copies of any documents or notices normally sent to the holders of its Shares.

10.3 Directors' and Trustees' decisions

The decision of the Directors (or of the Trustees if the Directors so decide) in any dispute or question affecting any Eligible Employee or Participant will be final and binding on the parties concerned.

10.4 Regulations

The Directors and the Trustees will have the power from time to time to make or vary regulations for the administration and operation of the Plan, but these must be consistent with this Deed.

10.5 Terms of Employment

For the purposes of this rule 10.5 (Terms of Employment), "employee" means any existing or former Participant or Employee.

This rule 10.5 (Terms of Employment) applies during an employee's employment and after the termination of an employee's employment, whether or not the termination is lawful.

Nothing in rules of the Plan or the operation of the Plan forms part of the contract of employment of an employee with any Member of the Group. The rights and obligations arising from the employment relationship between the employee and the Company 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.

No employee has a right to participate in the Plan. Participation in the Plan or the award or allocation of Plan Shares on a particular basis in any year does not create any right to or expectation of participation in the Plan or the award or allocation of Plan Shares on the same basis, or at all, in any future year.

The terms of the Plan do not entitle the employee to the exercise of any discretion in the employee's favour.

The employee will have no claim or right of action in respect of any decision, omission or discretion, not relating to Plan Shares, which may operate to the disadvantage of the employee even if it is unreasonable, irrational or might otherwise be regarded as being in breach of the duty of trust and confidence (and/or any other implied duty) between the employee and the employer.

The employee will have no claim or right of action in respect of any decision, omission or discretion relating to Plan Shares which may operate to the disadvantage of the employee.

No employee has any right to compensation for any loss in relation to the Plan, including any loss in relation to:

• 10.5.1 any loss or reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment); or
• 10.5.2 any exercise of a discretion or a decision taken in relation to a Participant or to the Plan, or any failure to exercise a discretion or take a decision; or
• 10.5.3 the operation, suspension, termination or amendment of the Plan.

Participation in the Plan is permitted only on the basis that the Participant accepts all the provisions of the Plan, including this rule 10.5 (Terms of Employment). By participating in the Plan, an employee waives all rights under the Plan, other than the right to receive any Free or Matching Shares awarded to them or any Partnership Shares or Dividend Shares allocated to them subject to and in accordance with the express terms of the rules of the Plan, in consideration for, and as a condition of, participation in the Plan.

10.6 Third party rights

Nothing in this Plan confers any benefit, right or expectation on a person who is not an Eligible Employee, Participant, the Trustee or a Member of the Group. No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Plan. This does not affect any other right or remedy of a third party which may exist.

10.7 Beneficiary who is incapable

If the Trustees consider that a person cannot look after their own affairs (because of illness, mental disorder, age or other reason) they may use any amounts or Shares due to that person for their benefit, or may pay or transfer them to some other person to do so. The receipt of the person to whom the Trustees make payments or transfer Shares will discharge the Trustees from any obligation in respect of the amounts or Shares concerned.

10.8 Setting up costs

The Company will pay the costs and expenses of the preparation and execution of these Plan rules.

10.9 Errors and omissions

If as a result of an error or omission Free Shares, Partnership Shares, Matching Shares or Dividend Shares are not awarded to a Participant in accordance with the Plan rules, the Trustees may, but without any obligation to do so, do all such acts or things as may be necessary and compliant with Schedule 2 to rectify the error or omission.

10.10 Data protection

Participation in the Plan will be subject to:

• 10.10.1 any data protection policies applicable to any relevant Member of the Group, including the Centrica Group Employee Privacy Notice; and
• 10.10.2 any applicable privacy notices.

11. Assets of the Plan

11.1 Purpose of the Trust

The Trustee will hold the Trust Fund on trust for the benefit of Participants in accordance with the Plan.

11.2 Contributions to the Trust

Further contributions may be made to the Trust in any form.

11.3 Use of assets

The Trustees may invest any moneys held by them and not immediately required for the purpose of the Plan in such manner as they may choose. The Trustees are not under a duty to invest trust property.

The Trustees may borrow in order to acquire Shares for the purposes of the Plan or, but only after getting the written consent of the Company, for any other purpose.

11.4 Plan expenses

The Trustees will pay the expenses of the Plan (including their own expenses incurred in attending to Plan business) from the Plan's assets, if the assets are sufficient and the Company decides in writing. If there is no such direction, the expenses of the Plan will be met by the Participating Companies in proportion to the amounts paid by them under the Plan or (if the Trustees decide) in proportion to the number of Shares awarded to their Participants under the Plan in the related year, or in proportion to both.

11.5 Trustees' duties relating to Shares

During the Holding Period, the Trustees may only sell or transfer any Free Shares, Matching Shares or Dividend Shares in the following circumstances:

• 11.5.1 if a Participant instructs this as described in rule 8.7 (Offers); or
• 11.5.2 to obtain sufficient funds to secure rights arising under a rights issue affecting Plan Shares; or
• 11.5.3 to discharge PAYE obligations under rule 8.10 (Tax liabilities); or
• 11.5.4 if they receive a termination notice as described in rule 15.1 (Termination notice).

11.6 Trustees holding Shares

Where a Participant loses any right to receive Shares under the Plan, the Trustees will hold those Shares on general trusts for the purposes of the Plan.

12. Trustees

12.1 Appointment and removal

The Company may appoint new or additional trustees or a body corporate as a sole trustee. The Company may also remove trustees.

These powers will be exercised by resolution of the Directors. These powers may be exercised without giving a reason.

There must be at least two trustees, except when there is a sole corporate trustee.

All the trustees must be resident in the United Kingdom for United Kingdom tax purposes at all times.

12.2 Retirement

A trustee may retire by giving to the Company written notice of their wish to retire. The notice will take effect at the expiry of three months after the date of the notice, or on any other date agreed with the Company. The retiring trustee need not give a reason for retiring and will not be responsible for any costs arising from such retirement. The retiring trustee will take the necessary action, as directed by the Company, to give effect to retirement including delivering all documents which they have relating to the Plan. Any continuing trustee is authorised to effect the transfer of Plan assets on behalf of a retiring trustee.

12.3 Exercise of powers

The Trustees may delegate powers duties or discretions to any persons and on any terms (including terms which allow the delegate to sub-delegate).

The Trustees may allow any Shares to be registered in the name of an appointed nominee but these Shares must be registered in a designated account.

Trustees who delegate powers or use a nominee are not divested of any responsibility under the Plan or under Schedule 2.

If there is more than one trustee, the Trustees may act by majority vote.

The Trustees may at any time, and must if the Company so directs, revoke any delegation made under this rule 12.3 (Exercise of powers), or require any Plan assets held by another person to be returned to the Trustees, or both.

12.4 Trustees' charges

A trustee who carries on a profession or business may charge for services provided on a basis agreed with the Company, as also may a company or firm in which a trustee is interested. These charges will also be paid from the Plan assets, if available, unless the Directors decide otherwise.

12.5 Limit of Liability

A trustee will not be liable for any breach of trust except wilful wrongdoing (but a paid trustee will also be liable for negligence).

12.6 Indemnity

The Participating Companies will jointly and severally indemnify each of the trustees (except a paid trustee) against any expenses and liabilities which are incurred through acting as a trustee of the Plan but which cannot, for any reason, be met from the Plan's assets. But this

does not apply to expenses and liabilities which are incurred through wilful wrongdoing (or negligence in the case of a paid trustee) or covered by insurance under rule 12.7 (Insurance). The indemnity in this rule 12.6 (Indemnity) is in addition to and without prejudice to the right which the Trustees have under general law and the Trustee Act 2000 to be indemnified out of the Plan's assets.

12.7 Insurance

The Trustees may insure the Plan against any loss caused by it or any of its employees, officers, agents or delegates. They may also insure themselves and any of these persons against liability for breach of trust. Except in the case of a paid trustee, the premiums may be paid from the Plan assets.

If the Trustees are insured, they will waive the protection of rule 12.5 (Limit of Liability).

12.8 Personal Interest

The Trustees and any director, officer or employee of a corporation acting as trustee, may be interested in any securities of a Participating Company or any company in which a Participating Company may be interested. Such person may enter into a contract with any such companies and will not be liable to account for any profits obtained.

13. Participating Companies

13.1 Inclusion in the Plan

An employer wishing to participate in the Plan must agree in writing, with the Company and the Trustees, to comply with the Plan rules.

13.2 Ceasing to participate

Any Participating Company will cease to participate in the Plan:

• 13.2.1 when it ceases to be a Subsidiary; or
• 13.2.2 if and during any times when the Directors decide that the Plan will not apply to it. (But in making this decision the Directors must ensure that the conditions in paragraph 10 of Schedule 2 are still satisfied. These conditions are that the Plan must not have any features which may discourage certain employees from participating and that the Plan cannot benefit mainly directors or higher paid employees).

14. Changing the Rules

14.1 General rule

The Company and the Trustees may, together by deed at any time, change the rules of the Plan, including changes to the disadvantage of existing Participants.

The power to change the Plan in this rule 14.1 (General rule) is also subject to the restrictions in rule 14.2 (Shareholder approval) and rule 14.5 (Schedule 2 restrictions).

No change to the Plan will be effective if, as a consequence, the Plan would:

• 14.1.1 infringe the rule against perpetuities (see rule 15.4 (Perpetuity period)); or
• 14.1.2 no longer be a Schedule 2 SIP, while it is intended to be a Schedule 2 SIP.

14.2 Shareholder approval

The Company in general meeting must approve in advance by ordinary resolution any proposed change to the advantage of present or future Participants which relates to the following:

• 14.2.1 the persons who may receive Shares under the Plan; or
• 14.2.2 the total number of amount of Shares which may be delivered under the Plan; or
• 14.2.3 the maximum entitlement for any Participant; or
• 14.2.4 the basis for determining each Participant's entitlement to Shares; or
• 14.2.5 any rights attaching to the Shares; or
• 14.2.6 the basis for determining a Participant's entitlement to, and the terms of, securities, cash or other benefit to be provided and for the adjustment thereof (if any) 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
• 14.2.7 the terms of this rule 14.2 (Shareholder approval).

14.3 Shareholder approval - exceptions

The Directors need not obtain the approval of the Company in general meeting for any changes which are:

• 14.3.1 necessary to ensure the Plan complies with the SIP Code and/or;
• 14.3.2 minor and to
  • (i) benefit the administration of the Plan; or
  • (ii) to comply with or take account of the provisions of any proposed or existing legislation; or
  • (iii) to take account of any changes to legislation; or
  • (iv) to obtain or maintain favourable tax, exchange control or regulatory treatment of any Member of the Group, or any present or future Participant.

14.4 International variations

The Directors may, without obtaining the approval of the Company in general meeting, establish further plans (by way of schedules to the rules or otherwise) based on the rules, but modified to take account of local tax, exchange control or securities law in non-UK territories, provided that any Shares made available under such plans are treated as counting against any limits on overall participation in the Plan.

14.5 Schedule 2 restrictions

For so long as the Plan is to remain a Schedule 2 Plan, the Plan must comply with Schedule 2 after any change to a "key feature";

An annual return relating to the Plan submitted to HMRC following any such change must include a declaration that the Plan continues to comply with Schedule 2.

A "key feature" is any Plan provision necessary to comply with Parts 2 to 9 of Schedule 2.

15. Termination

15.1 Termination notice

The Company in general meeting or the Directors may at any time resolve to terminate the Plan. If they so resolve, they must issue a termination notice and give it without delay to:

• 15.1.1 HMRC;
• 15.1.2 the Trustees; and
• 15.1.3 all individuals who have Plan Shares, and all Eligible Employees who have returned or submitted valid applications but have not been awarded or allocated any Shares.

15.2 Effect of termination notice

Once the Trustees receive the termination notice, they must not award or acquire any more Shares on behalf of Participants.

The Trustees must remove each Participant's Plan Shares from the Plan by either transferring them or the proceeds of their sale to the Participant or as they may direct. This should be done as soon as practicable once three months have passed from the date the termination notice was given under rule 15 (Termination). But the Trustees must delay the removal of Plan Shares until this can be done without any liabilities to Tax under Sections 501 to 507 ITEPA. The Trustees may also remove Plan Shares at an earlier time if the Participant agrees after receiving the termination notice.

The Trustees must also pay to Participants, as soon as they receive the termination notice, any cash dividends they are holding (rule 7.3 (Cash dividends carried forward and paid)) or any Contributions they are holding (rule 5.6 (Repayment of Contributions)).

15.3 Surplus assets

Any surplus assets left after the Trustees have decided when Plan Shares will be removed under rule 15.2 (Effect of termination notice) will be paid to Participating Companies, so far as practicable, in proportion to the total amounts paid by each of them to the Plan, but the Trustees may decide on payments in different proportions.

15.4 Perpetuity period

The perpetuity period relating to the Plan is 125 years. The Trustees may not award Shares more than 121 years after the date of these Plan rules.

The end of the "perpetuity period" is the time by which Participants or other persons must have an interest in Shares, without risk of loss of any rights.

16. Governing law and jurisdiction

The laws of England and Wales govern the Plan, all Awards and all Plan Shares. The courts of England and Wales have exclusive jurisdiction in respect of any disputes arising in connection with the Plan, any Award and any Plan Shares.

Executed as a deed on the date shown at the top of this document.