Genuit Group PLC

author: Ian Shaw
date: 2024-04-24 08:35:00+00:00

RULES

GENUIT GROUP PLC
DEFERRED SHARE BONUS PLAN

Board adoption:

Shareholders’ approval:

Expiry date:

CONTENTS

CLAUSE

Interpretation 2
Eligibility and grant of deferred share bonus awards 7
Rights in relation to shares and dividend equivalents 9
Overall grant limits 9
Individual grant limits 9
Purported grant of a deferred share bonus award in excess of limits 10
Vesting date 10
Suspension of deferred share bonus awards 10
Circumstances in which malus and clawback can apply 11
Operation of malus and clawback 12
Exercise of nil cost options 14
Manner of exercise of nil cost options 15
Settlement of deferred share bonus awards 15
Alternative methods of settlement of deferred share bonus awards 16
Lapse of deferred share bonus awards 16
Termination of employment (vesting and exercise period) 17
Termination of employment (timing) 18
Takeovers and liquidations 18
Variation of share capital 20
Tax liabilities 21
Relationship with employment contract 22
Notices 24
Administration and amendment 25
Third party rights 26
Confidentiality 27
Data privacy 27
Severability 27
Governing law 27
Jurisdiction 27

Dilutive Shares: on any date, all shares of the Company which:

For the purposes of the above:

ITEPA 2003: the Income Tax (Earnings and Pensions) Act 2003.

any Shares (or other securities or assets):

A reference to a statute or statutory provision includes a reference:

The Remuneration Committee may not grant Deferred Share Bonus Awards:

Each Award Certificate shall (without limitation):

If a Deferred Share Bonus Award is purported to be granted in breach of the limit(s) in:

then:

in the case of a Deferred Share Bonus Award that has already Vested:

Any Exercise Notice shall be invalid:

This rule 19 applies where there is:

Nothing in the Plan or in any document executed under it will:

For the purposes of this rule 22.1, the Appropriate Address means:

For the purposes of this rule 22.1, Appropriate Email Address means:

Any notice or other communication given under this rule 22 shall be deemed to have been received:

This rule does not apply to:

The Remuneration Committee may amend the Plan from time to time, but:

RULES

GENUIT GROUP PLC
DEFERRED SHARE BONUS PLAN

Board adoption:

[date 2024]

[date 2034]

Interpretation

In this Plan, unless otherwise stated, the words and expressions below have the following meanings.

Acceptance Notice: a document, in the form prescribed by the Remuneration Committee from time to time, in which the Award Holder confirms that they accept these rules and the terms of their Award.

Acquiror: a person who obtains Control of the Company either alone or together with persons Acting in Concert (as defined in the City Code on Takeovers and Mergers published by the Panel on Takeovers and Mergers) with them or it.

Adoption Date: the date of the approval of the Plan by the Company's shareholders.

Award Certificate: a certificate setting out the terms of a Deferred Share Bonus Award, in accordance with rule 2.4, in the form prescribed by the Remuneration Committee from time to time.

Award Holder: an individual who holds a Deferred Share Bonus Award or, where applicable, that individual's personal representatives, and for the purposes of rules 9, 10, 20, 21, 25 and 26 shall include a former Award Holder.

Board: the board of directors of the Company.

Bonus: means a bonus determined under any bonus arrangement operated by a Group Company.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Clawback Amount: an amount of value determined in accordance with rule 10.

Closed Period: has the same meaning as in UK MAR.

Company: Genuit Group plc incorporated and registered in England and Wales with number 06059130.

Conditional Share Award: a right to acquire for no cost a specified number of Shares on the Vesting Date(s).

Control: has the meaning given to it in section 995 of the Income Tax Act 2007.

Change of Control: an Acquiror acquires Control of the Company.

Dealing Day: a day on which the London Stock Exchange is open for business.

Dealing Restrictions: restrictions imposed by the Company’s share dealing code, UK MAR, the Listing Rules, any applicable laws, codes or regulations which impose restrictions on dealing in shares and other securities, or otherwise.

Deferred Bonus: the part of an Award Holder’s Bonus which is required to, or the Remuneration Committee has decided shall, be delivered by way of a Deferred Share Bonus Award.

Deferred Share Bonus Award: a Conditional Share Award or a Nil Cost Option.

have been issued, or transferred out of treasury, on the exercise of options granted, or in satisfaction of any other awards made, under any Employees’ Share Scheme (including the Plan) during the shorter of:

the period of ten years ending on (and including) that date; and

the period since the Company’s shares were first admitted to the Official List; and

remain capable of issue, or transfer out of treasury, under any Existing Award.

Shares subject to Transfer Only Awards (or similar under any other Employee Share Scheme operated by a Group Company), are not Dilutive Shares;

shares which were subject to rights which (i) lapsed or (ii) were surrendered or cancelled, will be ignored;

if, in the opinion of the Remuneration Committee, institutional investor guidelines cease to require treasury shares to be counted toward the above limit, paragraphs a and b in the definition of Dilutive Shares above shall be read without the words “or transferred out of treasury” and “or transfer out of treasury” respectively, and

where an event under rule 19 has taken place between the date of issue of the shares and the date on which the limit is to be calculated, the number of shares to be taken into account for the purposes of the above limit will be adjusted in the manner the Remuneration Committee considers appropriate to take account of such event.

Discretionary Dilutive Shares: Dilutive Shares which were acquired pursuant to, or remain subject to awards granted under, the Plan or any other discretionary Employees’ Share Scheme.

Dividend Equivalent: has the meaning set out in rule 3.

Employee: any individual who is an employee (including an Executive Director) of a Group Company.

Employer Company: the Award Holder's employer or former employer.

Employees' Share Scheme: has the meaning given to it by section 1166 of the Companies Act 2006.

Executive Director: (a) a director of the Company who is a member of the Board but is not a non-executive director, and (b) where applicable, a person who is not a director of the Company but who is (i) its chief executive officer, or (ii) where such a function exists in the Company, its deputy chief executive officer (in each case, however described).

Exercise Date: in relation to a Nil Cost Option, the date on which it is validly exercised.

Exercise Notice: a document in the form prescribed by the Remuneration Committee from time to time that the Award Holder must complete and return (together with any other documents or payments required under the Plan) to the Company in order to exercise a Nil Cost Option.

Existing Award: an option or any other right or award under which shares in the Company may be acquired or received, granted under any Employees’ Share Scheme (including the Plan) after the Shares were first admitted to the Official List.

Grant Date: the date on which a Deferred Share Bonus Award is, was, or is to be granted.

Grant Period: the period of 42 days commencing on the Adoption Date and, thereafter, the period of 42 days commencing on the Dealing Day immediately after the Company’s announcement of its results for any period (unless, in each case, the Company is restricted from granting Awards during such periods as a result of any Dealing Restrictions, in which case the relevant Grant Period will be 42 days commencing on the Dealing Day after such Dealing Restrictions are lifted).

Group: the Company, any Subsidiary of the Company, any holding company of the Company (within the meaning of section 1159 of the Companies Act 2006) or any Subsidiary of the Company's holding company, each from time to time.

Group Company: any member of the Group from time to time.

Listed: means that any part of the Company’s ordinary share capital is admitted to the Official List (with consequent admission to trading on the Main Market of the London Stock Exchange) or any other internationally recognised investment exchange (which shall for these purposes be construed as the stock exchanges that are determined "recognised stock exchanges" in accordance with section 1005 of the Income Tax Act 2007 plus the Alternative Investment Market of the London Stock Exchange).

Listing Rules: the Listing Rules issued by the Financial Conduct Authority, as amended from time to time.

London Stock Exchange: London Stock Exchange plc or any successor body carrying on the business of the London Stock Exchange.

Market Value: means the market value of a Share as determined by the Remuneration Committee (acting fairly and reasonably) normally based on the average of the Middle Market Quotations for a period not exceeding the five consecutive Dealing Days immediately preceding the relevant date (but excluding any Dealing Days that fall in a Closed Period).

Middle Market Quotation: the mid-point between the closing ‘buy’ and ‘sell’ prices quoted on the relevant date (where the Shares are listed on the Official List and traded on the London Stock Exchange's market for listed securities, as derived from the Daily Official List).

NICs: National Insurance contributions or equivalent social security contributions in any other relevant jurisdiction.

Nil Cost Option: an option to acquire Shares for no payment.

Official List: means the Official List maintained by the Financial Conduct Authority.

Ordinary Vesting Date: in respect of a Deferred Share Bonus Award or any tranche thereof, the first Dealing Day following the end of the relevant Vesting Period (or where that date falls in a Closed Period, the first Dealing Day following the end of that Closed Period).

Plan: the Employees’ Share Scheme constituted and governed by these rules, as amended from time to time.

Relevant Company: the Award Holder's Employer Company or any other person who is or could be required to account to any Tax Authority for a Tax Liability in respect of an Award Holder.

Remuneration Committee: the remuneration committee of the Board of the Company as designated by the Board from time to time.

Rollover Period: the period determined by the Acquiror during which an Award Holder can surrender an Award as set out in rule 18.

Scheme of Arrangement: a compromise or arrangement under either section 899 or section 901F of the Companies Act 2006.

Share: a fully paid ordinary share of £0.001 nominal value (subject to rule 19) in the capital of the Company.

Subsidiary: a subsidiary as defined in section 1159 of the Companies Act 2006.

Tax Authority: His Majesty's Revenue & Customs (or any successor authority from time to time) or, where relevant, its equivalent in another jurisdiction.

Taxable Event: any event or circumstance that gives or may give rise to a liability for the Award Holder to pay (or for any Relevant Company to account to any Tax Authority for or in respect of the Award Holder or former Award Holder) a Tax Liability, in respect of:

the Deferred Share Bonus Award, including its Vesting, exercise, assignment or surrender for consideration, or the receipt of any benefit in connection with it;

‘earmarked’ or held to satisfy (or in respect of which another ‘relevant step’ is taken in connection with) the Deferred Share Bonus Award (with the terms in inverted commas having the meaning given to them in Part 7A of ITEPA 2003);

acquired as a result of holding the Deferred Share Bonus Award (including on its Vesting or exercise), or

acquired in consideration of the assignment or surrender of the Deferred Share Bonus Award;

any securities (or other assets) acquired or earmarked as a result of holding Shares (or other securities or assets) mentioned in paragraph (b);

entering into an election under section 430 or 431 of ITEPA 2003; or

any amount due under PAYE in respect of securities or assets within paragraph (a) to paragraph (d), including any failure by the Award Holder to make good such an amount within the time limit specified in section 222 of ITEPA 2003.

Tax Liability: the total of any income tax and primary class 1 (employee) NICs (but not secondary class 1 (employer) NICs), or the equivalent in any jurisdiction, for which any Relevant Company is or may be liable to account (or reasonably believes it is or may be liable to account) as a result of any Taxable Event and any related fines, penalties and interest.

Transfer Only Award: a Deferred Share Bonus Award which the Remuneration Committee has designated can be satisfied only by the transfer of Shares, other than treasury shares. A Deferred Share Bonus Award is not a Transfer Only Award if it can be satisfied using Shares which have been issued to a person who holds those Shares in a fiduciary capacity for the purposes of an Employees’ Share Scheme.

UK MAR: the retained EU law version of the Market Abuse Regulation (Regulation (EU) 596/2014) which applies in the UK.

Vest: means

in relation to a Nil Cost Option (or any tranche thereof), that it becomes exercisable, and

in relation to a Conditional Share Award (or any tranche thereof), that the Award Holder becomes entitled to have the relevant Shares issued or transferred to them, and

in each case, in accordance with these rules, and “Vesting” and “Vested” shall have a corresponding meaning.

Vesting Date: is the date on which the Deferred Share Bonus Award (or any tranche thereof) Vests, which shall (save where the Deferred Share Bonus Award has lapsed or been surrendered before such date) be the (relevant) Ordinary Vesting Date or such other date as the Deferred Share Bonus Award (or any tranche thereof) Vests in accordance with these rules.

Vesting Period: the period(s) that start(s) on the Grant Date and end(s) on such date as the Remuneration Committee may specify in the Award Certificate, which shall, unless the Remuneration Committee determines otherwise, normally be the second anniversary of the Grant Date in respect of half the total number of Shares subject to a Deferred Share Bonus Award and the third anniversary of the Grant Date in respect of the remaining half.

Year: a financial year of the Company as defined in section 390 of the Companies Act 2006.

Rule headings shall not affect the interpretation of the rules.

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

Any Schedules to this Plan form part of the rules and shall have effect as if set out in full in the body of the rules. Any reference to the rules includes the Schedules.

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

Unless the context otherwise requires, (a) words in the singular shall include the plural and in the plural shall include the singular and (b) a reference to one gender shall include a reference to the other genders.

to that statute or provision as from time to time consolidated, modified, re-enacted or replaced by any statute or statutory provision;

to any repealed statute or statutory provision which it re-enacts (with or without modification); and

to all subordinate legislation made from time to time under it.

A reference to writing or written includes email.

A reference to the Plan or to any other agreement or document referred to in the Plan is a reference to the Plan or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of the Plan) from time to time.

Save where otherwise defined, references to rules and schedules are to rules of and schedules to the Plan.

Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

The Interpretation Act 1978 applies to the Plan in the same way as it applies to an enactment.

Eligibility and Grant of Deferred Share Bonus Awards

Subject to the rules, the Remuneration Committee may grant a Deferred Share Bonus Award to any Employee (which shall for the purposes of this rule 2 include a former Employee or former Executive Director) who has earned a Bonus all or part of which is required to be deferred.

Deferred Share Bonus Awards may only be granted during a Grant Period, or at any other time when, in the opinion of the Remuneration Committee, exceptional circumstances have arisen which justify the grant of a Deferred Share Bonus Award.

during a Closed Period; or

after the tenth anniversary of the Adoption Date.

The Remuneration Committee shall grant a Deferred Share Bonus Award by procuring that the Company executes a deed (or by such other method as the Remuneration Committee may decide). Multiple Deferred Share Bonus Awards may be granted to multiple Award Holders under a single deed. An Award Certificate shall be provided to each Award Holder as soon as reasonably practicable following the grant of the Deferred Share Bonus Award(s).

state the Grant Date of the Deferred Share Bonus Award;

state the number of Shares in relation to which the Deferred Share Bonus Award is granted;

state the type of Deferred Share Bonus Award;

state whether Dividend Equivalents will apply to the Deferred Share Bonus Award, if known at the Grant Date;

specify the Vesting Period, and

include a statement that the Deferred Share Bonus Award is subject to the rules (which shall be incorporated in the Award Certificate by reference), in particular the Malus and Clawback and Tax Liabilities provisions.

No amount shall be paid by an Employee for the grant of a Deferred Share Bonus Award (save for nominal consideration if the Deferred Share Bonus Award is granted other than by deed).

It shall be a term of the grant and Vesting of every Deferred Share Bonus Award that the Award Holder unconditionally and irrevocably agrees:

to the provisions in rule 10 and rule 20 (and to sign and return an Acceptance Notice in accordance with the instructions set out therein and return it to the person to whom such notice specifies that it must be returned by the deadline set out therein (or to confirm their agreement to the terms of the Acceptance Notice by any other means specified by the Remuneration Committee)), and

to provide to the Company, within 14 days of a request by the Company, duly signed and executed originals of all documents (including documents of transfer or powers of attorney) considered necessary or desirable by the Company to effect or enforce the terms of rule 10 and rule 20.

The Company may require, as a term of making a Deferred Share Bonus Award, that, subject to the Award Holder being permitted to sell sufficient Shares to meet his or her obligations under the Plan, the Award Holder must retain any Shares he or she acquires pursuant to his or her Award unless and until he or she has met any requirement notified to the Award Holder by the Company from time to time for him or her to maintain a holding of a number of Shares.

Rights in relation to Shares and Dividend Equivalents

An Award Holder has no voting, dividend or other rights attaching to the Shares over which their Deferred Share Bonus Award subsists before they acquire such Shares.

The Remuneration Committee may

grant a Deferred Share Bonus Award on the basis that the number of Shares to which it relates will be increased, or

determine at any time that an Award Holder will be entitled to a benefit (provided in the form of additional Shares or the cash equivalent) on (or shortly following) the Vesting Date or, in respect of an Option, the Exercise Date,

based on the value of some or all of the aggregate dividends (calculated on any basis the Remuneration Committee decides) paid on a Share in the period from the Grant Date to the Vesting Date of the relevant Deferred Share Bonus Award, multiplied by the number of Shares in respect of which the Deferred Share Bonus Award has Vested (or, in respect of a Nil Cost Option, the number of Shares in respect of which it has been exercised).

Overall grant limits

The Company may not grant a Deferred Share Bonus Award if that grant would result in the total number of Dilutive Shares exceeding 10% of the issued ordinary share capital of the Company.

The Company may not grant a Deferred Share Bonus Award if that grant would result in the total number of Discretionary Dilutive Shares exceeding 5% of the issued ordinary share capital of the Company.

The Remuneration Committee may redesignate a Transfer Only Award as not being a Transfer Only Award, in which case the Shares subject to that Award will be Dilutive Shares. The Remuneration Committee may not do this if the consequence would be to break the limits in either rule 4.1 or rule 4.2.

Individual grant limits

The aggregate Market Value of the Shares subject to any Deferred Share Bonus Award (measured as at the Grant Date of the relevant Deferred Share Bonus Award) may not exceed 100% of the gross amount of the Deferred Bonus to which that Deferred Share Bonus Award relates.

If a Deferred Share Bonus Award is purported to be granted in breach of the limit in Rule 5.1, the number of Shares over (or in respect of) which the Deferred Share Bonus Award is purported to have been granted will be reduced to the largest number that would comply with Rule 5.1 and the Deferred Share Bonus Award will take effect from the Grant Date as if it had been granted over such lower number of Shares at the outset.

Purported grant of a Deferred Share Bonus Award in excess of limits

Rule 4.1, the number of Shares over (or in respect of) which the Deferred Share Bonus Award is purported to have been granted will be reduced to the largest number that would comply with Rule 4.1 and the Deferred Share Bonus Award will take effect from the Grant Date as if it had been granted over such lower number of Shares at the outset.

Rule 5.1 and/or Rule 5.2, the Remuneration Committee may decide that the number of Shares over (or in respect of) which the Deferred Share Bonus Award is purported to have been granted will, together with the number of Shares over which all other Deferred Share Bonus Awards have been granted on the same Grant Date, be reduced pro rata to the largest lower number that complies with Rule 5.1 and/or Rule 5.2, as appropriate. Where this Rule operates, when the number of Shares under the Deferred Share Bonus Award has been adjusted accordingly, a Deferred Share Bonus Award will take effect from the Grant Date as if it had been granted on the adjusted terms.

Vesting Date

Subject to the rules of the Plan, a Deferred Share Bonus Award (or relevant tranche thereof) will Vest on the (relevant) Ordinary Vesting Date.

Where Dealing Restrictions would prevent an Award Holder from selling Shares they acquire on the Vesting of a Conditional Share Award to fund a Tax Liability which would arise on the Vesting of such Award, the Award will instead Vest on the first Dealing Day after such Dealing Restrictions cease to apply (unless the Remuneration Committee decides, if permitted by the relevant Dealing Restrictions, that the Vesting will not be so delayed).

Suspension of Deferred Share Bonus Awards

Notwithstanding any other rule of this Plan, a Deferred Share Bonus Award shall not Vest, and an Award Holder may not exercise a Nil Cost Option, at any time:

while disciplinary proceedings by any Group Company are underway against the Award Holder; or

while any Group Company is investigating the Award Holder's conduct and may as a result begin disciplinary proceedings.

Subject to rule 2.6 and rule 16, a Deferred Share Bonus Award that did not Vest on its expected Vesting Date (and a Nil Cost Option which the Participant was prevented from exercising) due to the application of rule 8.1 shall Vest (and a Nil Cost Option which has already Vested may be exercised) if the Remuneration Committee so determines within 21 Business Days of the conclusion of the disciplinary proceedings or investigation.

If the Remuneration Committee determines that the Deferred Share Bonus Award shall Vest (and/or may be exercised), the Vesting Date of that Deferred Share Bonus Award (and/or the date from which the Nil Cost Option may be exercised) shall be the date of the Remuneration Committee's determination (or, if that date falls in a Closed Period, the first Dealing Day following the end of that Closed Period).

If the Remuneration Committee does not determine that the Deferred Share Bonus Award shall Vest (and/or may be exercised), the Deferred Share Bonus Award shall lapse at the end of the 21-day period.

Circumstances in which malus and clawback can apply

Rule 9 applies in relation to a Deferred Share Bonus Award if rule 9.2 and rule 9.3 apply.

This rule 9.2 applies in relation to a Deferred Share Bonus Award if the Remuneration Committee, in its absolute discretion, determines that any of the following circumstances exist:

there is a material misstatement or restatement of the Company’s financial results relating to the financial year in respect of which the bonus was earned or an error in calculating the number of Shares over which a Deferred Share Bonus Award was granted or Vests;

the Company has reasonable evidence of fraud, gross misconduct, dishonesty or other behaviour which would have entitled the Award Holder’s employer to summarily dismiss them;

a Group Company or Business Unit that employs or employed the Award Holder, or for which the Award Holder is or was (in whole or as to a material part) responsible, has suffered a material health and safety breach, or

the Award Holder’s actions gave rise to serious reputational damage to, or the insolvency of, any Group Company or a relevant Business Unit

any such circumstances which the Remuneration Committee determines exist being the “Relevant Circumstances”.

This rule 9.3 applies in relation to a Deferred Share Bonus Award if the Remuneration Committee, at its discretion, determines that, if the Relevant Circumstances had existed, and the Remuneration Committee had been fully aware that they existed:

at the Grant Date, or

in the case of a Deferred Share Bonus Award that has already Vested, at the date it Vested,

the Remuneration Committee would not have granted the Deferred Share Bonus Award;

the Remuneration Committee would have granted the Deferred Share Bonus Award in relation to a smaller number of Shares; or

it would not have Vested at all, or

it would have Vested in relation to a smaller number of Shares.

The Remuneration Committee may make a determination in relation to a Deferred Share Bonus Award under rule 9 at any time between the Deferred Share Bonus Award’s Grant Date and the third anniversary of the determination of the amount of the Bonus in respect of which the Deferred Share Bonus Award was granted.

If an investigation into the conduct or actions of an Award Holder has started before the end of the period of time in rule 9.4, the Remuneration Committee may, in its absolute discretion, determine the provisions of this rule 9 and rule 10 may be applied to the Deferred Share Bonus Award until such time as the Remuneration Committee determines following the conclusion of the investigation.

Operation of malus and clawback

This rule 10 applies to a Deferred Share Bonus Award if rule 9 applies to the Deferred Share Bonus Award.

If at the date of the determination under rule 9.3, all or any part of the Deferred Share Bonus Award has not Vested (or, in the case of a Nil Cost Option, all or any part has not Vested or the part which has Vested has not been exercised), the Remuneration Committee may determine to cancel the Deferred Share Bonus Award (or part thereof, as applicable) or reduce it by such number of Shares as the Remuneration Committee considers to be fair and reasonable, taking account of all circumstances that the Remuneration Committee considers to be relevant.

If at the date of the determination under rule 9.3, all or any part of the Deferred Share Bonus Award has Vested (and, in the case of a Nil Cost Option, all or any part has been exercised), the Remuneration Committee may determine a Clawback Amount in relation to the Deferred Share Bonus Award (or relevant part).

The Clawback Amount shall be such amount as the Remuneration Committee considers to be fair and reasonable, taking account of all circumstances that the Remuneration Committee considers to be relevant, but shall not be more than:

in relation to a Nil Cost Option that has been exercised, the greater of the following (plus any Dividend Equivalents paid to the Award Holder in respect of that Nil Cost Option):

the Market Value of the Shares over which it was exercised measured on the Exercise Date of the Nil Cost Option, and

the Market Value of the Shares over which it was exercised measured on the date of the determination;

in relation to a Conditional Share Award, the greater of the following (plus any Dividend Equivalents paid to the Award Holder in respect of that Conditional Share Award):

the Market Value of the Shares in respect of which the Deferred Share Bonus Award Vested measured on the Vesting Date, and

the Market Value of the Shares in respect of which the Deferred Share Bonus Award Vested measured on the date of the determination.

The Award Holder shall use his or her best endeavors to seek and obtain repayment or credit from the Tax Authority of any Tax Liability paid on the Award Holder’s behalf in relation to the Deferred Share Bonus Award as soon as reasonably practicable and to notify the Company of their receipt of any credit or payment by the Tax Authority of an amount representing all or part of such Tax Liability (the “Tax Refund”). Within the 30 days following such notification, the Award Holder will pay to the Company an amount equivalent to the amount of the Tax Refund.

If the Award Holder has paid or is liable to pay any Tax Liability in relation to the Deferred Share Bonus Award or the Shares and which cannot be recovered from or repaid by the Tax Authority (whether directly or indirectly), the Remuneration Committee may in its discretion decide to reduce the Clawback Amount to take account of this amount (save where the calculation of the Clawback Amount already took into account any Tax Liability paid).

The Remuneration Committee is not obliged to determine a Clawback Amount in relation to any particular Deferred Share Bonus Award, even if the Remuneration Committee does determine a Clawback Amount in relation to other Deferred Share Bonus Awards to the same or other Award Holders which had the same Grant Date or Vesting Date.

The Company may, to the extent permitted by applicable law, obtain recovery of the Clawback Amount from the Award Holder in any (or any combination) of the following ways:

by reducing or cancelling any Nil Cost Options that the Award Holder has not exercised;

by reducing or cancelling any Conditional Share Awards that have not yet Vested;

by reducing or cancelling any cash bonus payable to the Award Holder by any Group Company;

by reducing or cancelling any future or existing award made or option granted to the Award Holder under any cash-based or share-based incentive scheme or bonus scheme operated by any Group Company (other than any tax-advantaged scheme established under schedules 2 to 5 (inclusive) of ITEPA 2003);

by requiring the Award Holder to transfer Shares to the trustee of an employee benefit trust settled by a Group Company (or such other party as the Company may direct) for no consideration, or

by requiring the Award Holder to make a cash payment equal to the Clawback Amount to a Group Company (or to such other person as the Company may direct) within 30 days of receiving a written demand by the Company for the same, and, for the purposes of section 15(1)(b) of the Employment Rights Act 1996 and any relevant laws in any other jurisdiction (in each case to the extent applicable), by accepting a Deferred Share Bonus Award the Award Holder consents to such payment being made and the Company receiving such payment (and, if the Award Holder fails to make such payment within the period of 30 days beginning with the date the demand was made, the Company or any other company may make appropriate deductions from any salary or other payment due to the Award Holder under or in connection with the Award Holder’s employment or any payment due to the Award Holder on or following the termination of the Award Holder’s employment, and, for the purposes of section 13(1)(b) of the Employment Rights Act 1996 and any relevant laws in any other jurisdiction (in each case to the extent applicable), by accepting a Deferred Share Bonus Award the Award Holder consents to such deductions being made).

If the Award Holder participates in another Employees’ Share Scheme or bonus scheme operated by a Group Company, and that other scheme contains a provision that has a similar effect to this rule 10, the Remuneration Committee may give effect to that provision in any of the following ways:

by reducing or cancelling any Nil Cost Options that the Award Holder has not exercised; or

by reducing or cancelling any Conditional Share Awards that have not yet Vested.

Exercise of Nil Cost Options

An Award Holder may (and may only) exercise a Nil Cost Option in the period beginning with the Vesting Date and ending on the date the Nil Cost Option lapses in accordance with these rules.

An Award Holder may only exercise a Nil Cost Option to the extent that it has Vested and any other condition stated in the Award Certificate is satisfied.

An Award Holder may not exercise a Nil Cost Option at a time when its exercise is prohibited by, or would be a breach of, any Dealing Restrictions.

An Award Holder may not exercise a Nil Cost Option without having signed the Exercise Notice and made any arrangements, or entered into any agreements, that may be required pursuant to rule 10 and rule 20.

Manner of exercise of Nil Cost Options

A Nil Cost Option may only be exercised over the entire number of Shares in respect of which it has Vested or such other number as agreed with the Remuneration Committee.

The Award Holder shall exercise a Nil Cost Option (in whole or, where permitted, in part) by giving an Exercise Notice to the Company setting out the number of Shares over which the Award Holder wishes to exercise the Nil Cost Option. If that number exceeds the number over which the Nil Cost Option may be validly exercised at the time, the Company shall:

treat the Nil Cost Option as exercised only in respect of that lesser number; and

refund any excess amount paid by the Award Holder to be applied towards meeting any Tax Liability.

The Exercise Notice shall be accompanied by any payment required under rule 20 unless the Award Holder has entered into binding alternative arrangements to secure the payment of those amounts which are satisfactory to the Remuneration Committee.

The Exercise Notice shall contain or be accompanied by any documents relating to arrangements or agreements required under rule 10 and rule 20.

to the extent that it is inconsistent with the Award Holder's rights under these rules or the Award Certificate relating to the Nil Cost Option which the Award Holder is purporting to exercise;

if any of the requirements of rule 12.2, 12.3 or 12.4 are not met; or

if any payment referred to in rule 12.3 is made by a cheque that is not honoured on first presentation or that fails in any other manner to transfer the expected value to the Company.

The Company may permit the Award Holder to correct any defect referred to in rule 12.5 (but shall not be obliged to do so). The date of any corrected Exercise Notice shall be the date of the correction rather than the date of the original notice for all other purposes of the Plan.

Settlement of Deferred Share Bonus Awards

This rule 13 is subject to rule 14.

Within 30 days after the Vesting of a Conditional Share Award, or the valid exercise of a Nil Cost Option, the Company shall (unless prevented by any Dealing Restrictions, and provided it has obtained any necessary approvals or consents and the Tax Liability has been paid, or arrangements for it to be paid have been made to the satisfaction of the Remuneration Committee), allot and issue Shares or, as appropriate, procure their transfer to the Award Holder. No Participant shall have any interest in Shares until the time at which they are issued or transferred to him.

Where the Company is prevented by any Dealing Restrictions from allotting and issuing, or procuring the transfer of Shares, it will allot and issue, or procure the transfer of the relevant Shares as soon as reasonably practicable after such Dealing Restrictions cease to apply.

Shares allotted and issued in accordance with rule 13.2 shall rank equally in all respects with the other shares of the same class in issue at the date of allotment, except for any restriction or any rights determined by reference to a date before the date of allotment.

Shares transferred in accordance with rule 13.2 shall be transferred free of any lien, charge or other security interest (other than any restriction on the Shares stated in the Award Certificate), and with all rights attaching to them, other than any rights determined by reference to a date before the date of transfer.

If the Shares are Listed, the Company shall apply to the appropriate body for any newly issued Shares allotted in accordance with rule 13.2 to be listed or admitted to trading on that exchange.

Alternative methods of settlement of Deferred Share Bonus Awards

Instead of delivering the number of Shares subject to a Deferred Share Bonus Award, the Company may settle the Deferred Share Bonus Award by making a cash payment to the Award Holder equal to the Market Value of the Shares in respect of which the Deferred Share Bonus Award has Vested (or in the case of a Nil Cost Option, been exercised). Where the Company settles a Deferred Share Bonus Award in the manner described in this rule, this shall be in full and final satisfaction of the Award Holder’s rights under the Deferred Share Bonus Award.

Lapse of Deferred Share Bonus Awards

An Award Holder may not transfer or assign, or create any charge or other security interest over a Deferred Share Bonus Award (or any right arising under it) or otherwise encumber or dispose of a Deferred Share Bonus Award. A Deferred Share Bonus Award shall lapse if the Award Holder attempts to do any of those things, save that this rule 15.1 shall not prevent the transmission of a Deferred Share Bonus Award to an Award Holder's personal representatives on the death of the Award Holder.

In addition to any lapse provisions elsewhere in the rules, a Deferred Share Bonus Award shall lapse on the earliest of the following:

unless the Remuneration Committee decides otherwise, if the Award Holder has not returned a signed copy of the Acceptance Notice to the person to whom the Acceptance Notice states that it must be returned, on the deadline specified in the Acceptance Notice;

the tenth anniversary of the Grant Date (save that if any Nil Cost Option cannot be exercised during the period of 30 days ending with the tenth anniversary, because of any Dealing Restrictions, the Remuneration Committee may extend this date to such date as the Remuneration Committee determines appropriate to permit the Nil Cost Option to be exercised within a period (not exceeding 42 days) after the Dealing Restrictions cease to apply);

when required by and to the extent necessary to give effect to any reduction or cancellation under rule 10;

in respect of Nil Cost Options, to the extent unexercised, at the end of the applicable period under rule 16.3;

the first anniversary of the Award Holder's death;

the time specified for the lapse of the Deferred Share Bonus Award under rule 18 if any part of that rule 18 applies;

a breach of rule 25 (Confidentiality), unless the Remuneration Committee decides otherwise;

if the Award Holder becomes bankrupt under Part IX of the Insolvency Act 1986, applies for an interim order under Part VIII of the Insolvency Act 1986, proposes or makes a voluntary arrangement under Part VIII of the Insolvency Act 1986, or takes similar steps, or is similarly affected, under equivalent non-UK legislation,

unless the Remuneration Committee decides otherwise, an Award Holder who has ceased to be an Employee materially breaches any confidentiality, non-competition, non-disclosure or non-solicitation agreement with any Group Company, or

the passing of an effective resolution, or the making of an order by the Court, for the insolvent winding-up of the Company.

Termination of employment (Vesting and exercise period)

Subject to rule 16.2, if an Award Holder ceases to be an Employee before the Ordinary Vesting Date, their Deferred Share Bonus Award will Vest in full on the earliest of:

the Ordinary Vesting Date;

the date on which the Deferred Share Bonus Award Vests under rule 18, and

if the Remuneration Committee so specifies, on the date they cease to be an Employee.

If an Award Holder ceases to be an Employee before the Ordinary Vesting Date with the reason for such cessation being personal misconduct or any other reason at the discretion of the Remuneration Committee, acting fairly and reasonably, the Deferred Share Bonus Award will not Vest and will instead lapse on the date of cessation of employment.

Nil Cost Options which Vest pursuant to rule 16.1 above may be exercised for a period of six months (or 12 months in the case of death) from the date of Vesting, and will lapse to the extent unexercised at the end of the relevant period. Where the Award Holder ceases be an Employee on or after the Ordinary Vesting Date, they (or their personal representatives) may exercise the Nil Cost Option during the period of six months following the date of cessation (or during such other period as the Remuneration Committee may determine) and will lapse to the extent unexercised at the end of the relevant period.

Termination of employment (timing)

For the purposes of rule 16, an Award Holder shall not be treated as ceasing to be an Employee until he or she no longer holds any office or employment with any Group Company. An Award Holder who ceases to be an Employee in circumstances where they retain a statutory right to return to work shall only be treated as having ceased to be an Employee from such time (if at all) as they cease to have such a right to return to work.

For the avoidance of doubt, rule 16 shall not apply in respect of Awards where the Award Holder was, at the Grant Date, a former Employee or former Executive Director.

Takeovers and liquidations

Change of Control where the Acquiror does not agree to rollover

Subject to rule 18.7 and 18.8, where a Change of Control occurs and (i) the Remuneration Committee does not decide under rule 18.4(a) that Awards shall Vest in advance of the Change of Control, and (ii) the Acquiror is not willing to make an agreement under rule 18.2:

all Deferred Share Bonus Awards which are not Vested will Vest in full as soon as practicable after the Change of Control, and

an Award Holder may exercise any Nil Cost Option which has Vested under (a) above within the period of 30 days following Vesting, and all Nil Cost Options (including any Options which were already Vested at the time of the Change of Control) shall lapse to the extent unexercised by the end of that 30 day period.

Change of Control where the Acquiror agrees to rollover

Subject to rule 18.7 and 18.8, if a Change of Control occurs and (i) the Remuneration Committee has not decided under rule 18.4(a) that Deferred Share Bonus Awards shall Vest in advance of the Change of Control and (ii) the Acquiror has agreed that each Award Holder may, within the Rollover Period, surrender any Award in exchange for a replacement right to be granted on such terms and in relation to such shares of such company as the Acquiror and the Award Holder may agree, Deferred Share Bonus Awards may be so exchanged until the end of the Rollover Period.

Any Deferred Share Bonus Awards that are not so exchanged shall Vest (in full) immediately following the end of the Rollover Period, and any unexchanged Options which so Vest (or have already Vested) may be exercised within 30 days following the end of the Rollover Period and shall lapse to the extent unexercised by the end of that 30 day period.

Vesting in advance of the Change of Control

If the Remuneration Committee considers that a Change of Control is likely to occur, the Remuneration Committee may in its absolute discretion:

decide that all Deferred Share Bonus Awards which are not Vested shall Vest (in full), and

in respect of Options which Vest pursuant to rule 18.4(a) above (or have already Vested), request in writing that Award Holders give an Exercise Notice within a period to be specified by the Remuneration Committee ending before the Acquiror obtains Control of the Company.

If the Remuneration Committee decides under rule 18.4(a) that Deferred Share Bonus Awards shall Vest and/or makes a request pursuant to rule 18.4(b):

the Vesting of Deferred Share Bonus Awards, and the exercise of Options in respect of which a valid Exercise Notice has been received by the Company by the relevant deadline, shall take effect immediately before the Change of Control (or, in the case of a Scheme of Arrangement, within the period beginning with the time the Court sanctions the Scheme of Arrangement and ending on the scheme record time);

if an Award Holder fails to give an Exercise Notice in respect of their Option within the time period specified by the Remuneration Committee in any written request made pursuant to rule 18.4(b), then unless before the occurrence of the Change of Control the Award Holder has irrevocably agreed with the prospective Acquiror to surrender the Option pursuant to rule 18.2, his or her Option shall lapse on the occurrence of the Change of Control (which in respect of a Scheme of Arrangement shall for the purposes of this rule be deemed to be when the scheme becomes effective), and

if the anticipated Change of Control does not occur, the Vesting of Deferred Share Bonus Awards pursuant to rule 18.4(a) shall be treated as having no effect, any Exercise Notice given pursuant to rule 18.4(b) shall be deemed never to have been given, and all Deferred Share Bonus Awards shall continue on their terms.

Compulsory acquisitions

If any person becomes bound or entitled to acquire Shares under sections 979 to 982 or 983 to 985 of the Companies Act 2006:

all Deferred Share Bonus Awards shall Vest; and

an Award Holder may exercise all or any part of any Option at any time when the person remains so bound or entitled and the Option shall lapse to the extent unexercised at the end of the period during which that person first becomes bound or entitled (unless it is exchanged under rule 18.2).

Internal reorganisations and compulsory rollover

If the Acquiror is a company and its shareholders and the proportion of its shares held by each of them following completion of the Change of Control are substantially the same as the shareholders and their shareholdings in the Company immediately before the Change of Control, any outstanding Deferred Share Bonus Awards will be automatically exchanged for awards on the same terms (mutatis mutandis) over shares in the Acquiror, unless the Remuneration Committee decides that this rule shall not apply. Where Deferred Share Bonus Awards are so exchanged, the Plan shall be interpreted in relation to any replacement awards as if references to the Company were references to the Acquiror.

If the Remuneration Committee decides (before the Change of Control, and whether that Change of Control falls within rule 18.7 or not) that an Award will be exchanged automatically, the Award will not Vest but will be automatically exchanged in consideration of the grant of a new award which, in the opinion of the Remuneration Committee, is equivalent to the Award, but relates to shares in a different company (whether the Acquiror or a different company).

Solvent Winding up

If the shareholders of the Company receive notice of a resolution for the voluntary and solvent winding up of the Company

all Deferred Share Bonus Awards shall Vest in full immediately before the passing of that resolution, and

any Award Holder may exercise a Nil Cost Option at any time before that resolution is passed, conditional upon (and taking effect immediately before) the passing of that resolution, and if the Award Holder does not exercise the Nil Cost Option, it shall lapse when the winding up begins.

The Remuneration Committee shall notify Award Holders of any event that is relevant to Awards under this rule 18 within a reasonable period after the Remuneration Committee becomes aware of it.

Variation of share capital

a variation of share capital (including a capitalisation issue, rights issue, consolidation, subdivision or reduction of the share capital of the Company, a vendor placing with clawback, a vendor rights offer or a cash open offer, but excludes a scrip dividend),

an extraordinary distribution to shareholders (including a demerger or special dividend),

the Company ceases to be Listed, or

other event which may, in the opinion of the Remuneration Committee, affect the current or future value of Shares.

If notice is given to shareholders of the Company of a proposed extraordinary distribution or there is an event within 19.1(c) or (d), which (in each case) the Remuneration Committee considers may affect the current or future value of Shares, it may determine that:

Deferred Share Bonus Awards shall Vest in full (as if the extraordinary distribution were a Change of Control); and

an Award Holder may exercise all or any part of any Nil Cost Option (including a Nil Cost Option which has Vested other than pursuant to (a) above) within one month, and it will lapse at the end of that period to the extent unexercised.

The Vesting of Deferred Share Bonus Awards and exercise of Nil Cost Options shall be conditional on the extraordinary distribution actually occurring and shall be treated as having no effect if the extraordinary distribution does not occur.

If the Remuneration Committee does not determine that Deferred Share Bonus Awards shall Vest and Nil Cost Options may be exercised, the Remuneration Committee may nevertheless make an adjustment to the Deferred Share Bonus Awards under rule 19.3.

If an event within 19.1 occurs and the Remuneration Committee considers that it may affect or has affected the current or future value of Shares, the Remuneration Committee may make such adjustment as it considers appropriate to:

the number of Shares subject to the Deferred Share Bonus Award, and

the class and nominal value of shares subject to the Deferred Share Bonus Award.

The Remuneration Committee may take any actions it considers necessary to notify all affected Award Holders of any decision made under this rule 19 and may call in, cancel, endorse, issue or re-issue any Award Certificate as a result of any adjustment(s).

Tax liabilities

Each Award Holder unconditionally and irrevocably agrees as a term of the grant, holding and Vesting of a Deferred Share Bonus Award (and the exercise of a Nil Cost Option), and any right to receive any Shares, cash or other benefit under the Plan in relation to their Deferred Share Bonus Award:

to pay the Tax Liability to the Relevant Company;

to enter into arrangements to the satisfaction of the Company or Employer Company to pay the Tax Liability (including but not limited to (a) net settlement (i.e. the Company settling part of the Deferred Share Bonus Award in cash that it sends to HMRC in satisfaction of its PAYE and NIC withholding obligations) and (b) sell to cover (i.e. selling some of the Shares in which the Award Holder acquires a beneficial interest to cover such obligations));

to indemnify and keep indemnified the Relevant Company in respect of any Tax Liability;

that if they do not pay the Tax Liability to the Relevant Company within seven days of any Taxable Event, the Company or Employer Company, as appropriate, may:

if the relevant Taxable Event is the exercise of a Nil Cost Option or the Vesting of a Conditional Share Award, and the Shares are readily saleable at the time, retain and sell such number of Shares on behalf of the Award Holder as is necessary to meet the Tax Liability and any costs of such sale; or

deduct the amount of any Tax Liability from any payments of remuneration made to the Award Holder on or after the date on which the Tax Liability arose;

to enter into a valid joint election under section 431(1) of ITEPA 2003 in respect of the Shares to be acquired on the Vesting of the Deferred Share Bonus Award or exercise of the Nil Cost Option, if required to do so by the Company or Employer Company, on or before the Vesting of the Deferred Share Bonus Award or exercise of the Nil Cost Option;

that the obligations above shall not be affected by any failure of the Company or their Employer Company to withhold shares or deduct from payments of remuneration under rule 20.1(d).

Relationship with employment contract

This rule 21 shall apply notwithstanding any other provision of these rules.

The Plan shall not form any part of any contract of employment or terms of appointment between any past or present Group Company and any directors, officers or employees of any of those companies, and it shall not confer on any such persons any legal or equitable rights (other than those constituting the Deferred Share Bonus Awards themselves) against any past or present Group Company, directly or indirectly, or give rise to any cause of action in law or in equity against any Group Company.

The value of any benefit realised under the Plan by Award Holders shall not form any part of their pay, wages, remuneration or fees or be taken into account in determining any pension or similar entitlements.

The Employees (and former Employees) to whom Deferred Share Bonus Awards are granted and the terms of such Deferred Share Bonus Awards shall be determined by the Remuneration Committee in its absolute discretion. The Remuneration Committee may at any time discontinue the grant of Deferred Share Bonus Awards or decide in any year not to grant any Deferred Share Bonus Awards. The grant of a Deferred Share Bonus Award does not give any Award Holder an entitlement (or any expectation of an entitlement) to any future grant of a Deferred Share Bonus Award pursuant to the Plan notwithstanding that other grants are made in a particular year to other Employees (or former Employees).

give any person any right to continue as an Employee;

affect the right of any Group Company to terminate the employment of any person without liability at any time with or without cause; or

impose on any Group Company, the Remuneration Committee or their respective agents and employees, any liability in connection with:

the loss of an Award Holder’s benefits or rights under the Plan,

the failure or refusal of any person to exercise a discretion under the Plan, and/or

an Award Holder ceasing to be a person who has the status or relationship of an employee or director of Group Company for any reason as a result of the termination of the Award Holder’s employment.

Award Holders and Employees shall have no rights (and by accepting their Deferred Share Bonus Award, an Award Holder waives any claim to such rights) to compensation or damages from any Group Company or any former Group Company on account of any loss in respect of Deferred Share Bonus Awards or the Plan where this loss arises (or is claimed to arise), in whole or in part, from:

any company ceasing to be a Group Company; or

the transfer of any business from a Group Company to any person that is not a Group Company.

This exclusion of liability shall apply however the change of status of the relevant Group Company, or the transfer of the relevant business, is caused, and however compensation or damages are claimed.

Award Holders and Employees shall have no rights (and by accepting their Deferred Share Bonus Award, an Award Holder waives any claim to such rights) to compensation or damages for any loss of any right or benefit or prospective right or benefit under the Plan which he or she might otherwise have enjoyed (including, without limitation, the lapse of Deferred Share Bonus Awards or part thereof by reason of his or her ceasing to be employed by any Group Company) where this loss arises (or is claimed to arise), in whole or in part, from:

termination of the office or employment by virtue of which he or she is or may be eligible to participate in the Plan with; or

notice to terminate office or employment given by or to,

any Group Company or any former Group Company. This exclusion of liability shall apply however termination of office or employment, or the giving of notice, is caused, and however compensation or damages are claimed (including, but not limited to, wrongful dismissal, breach of contract or by way of compensation for loss of office). By accepting a Deferred Share Bonus Award, an Award Holder shall be deemed to have agreed to all of the provisions of rule 21 above.

Notices

Subject to rule 22.3, any notice or other communication given under or in connection with the Plan shall be in writing and shall be:

delivered by hand or by prepaid first-class post or other next working day delivery service at the Appropriate Address; or

in respect of the Company, the Company's registered office at the relevant time (currently, 4 Victoria Place, Holbeck, Leeds, England, LS11 5AE), provided the notice is marked for the attention of the Company Secretary;

in respect of an Award Holder, their address last known to the Company, or if the Award Holder has died, and notice of the appointment of personal representatives is given to the Company, any contact address specified in that notice.

sent by email to the Appropriate Email Address.

in respect of the Company, the email address of the Company Secretary, at [email protected]; and

in respect of an Award Holder, their work email address or such other e-mail address last known to the Company.

if delivered by hand, on signature of a delivery receipt, or at the time the notice is left at the appropriate address;

if sent by prepaid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting, or, if provided, at the time recorded by the delivery service;

if sent by email, at 9.00 am on the next Business Day after sending.

the service of any Acceptance Notice or Exercise Notice; and

the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

Administration and amendment

The Remuneration Committee shall administer the Plan.

no amendment will be made which would have a material adverse effect on the existing rights of an Award Holder unless it is made with the Award Holder’s prior written consent or:

where every Award Holder who may be affected by such amendment has been invited to consent to the amendment and consent is given by a majority of those Participants, or

to enable any Group Company to comply with any relevant legal or regulatory requirement,

while Shares are admitted to the Official List, the Remuneration Committee may not make any amendment to the advantage of Employees or Award Holders if that amendment relates to:

the persons to whom Awards may be granted under the scheme;

rule 4 or rule 5 (relating to overall grant limits and individual grant limits respectively);

the basis for determining an Award Holder’s entitlement to, and the terms of, Shares or cash to be provided under the Plan, or

rule 19 (relating to the variation of share capital)

without the prior approval of the Company in general meeting (except for minor amendments to benefit the administration of the Plan, to take account of a change in legislation, or to obtain or maintain favourable tax, exchange control or regulatory treatment for Award Holders or for a Group Company).

The cost of establishing and operating the Plan shall be borne by the Group Companies in proportions determined by the Board.

Any decision under these rules and whether to consider making such a decision, shall be entirely at the discretion of the Remuneration Committee.

The Remuneration Committee shall determine any question of interpretation and settle any dispute arising under the Plan, including determining whether anything is material. In these matters, the Remuneration Committee's decision shall be final.

In making any decision or determination, or exercising any discretion under the rules, the Remuneration Committee shall act fairly and reasonably and in good faith.

The Company shall not be obliged to notify any Award Holder if a Nil Cost Option which has Vested is due to lapse.

The Company shall not be obliged to provide Award Holders with copies of any materials sent to the holders of Shares.

The Company shall at all times keep available sufficient authorised but unissued Shares to satisfy the Vesting (and in respect of Nil Cost Options, the exercise) in full of all Deferred Share Bonus Awards (other than Transfer Only Awards) for the time being remaining capable of Vesting (and in respect of Nil Cost Options, exercised) under this Plan.

The Remuneration Committee may establish sub-plans to operate in overseas territories (overseas sub-plans), provided that:

all overseas sub-plans are subject to the limitations set out in rule 5 (Individual grant limits) or rule 4 (Overall grant limits)

only Employees (or former Employees) who are resident in (or otherwise subject to the tax laws of) the relevant territory are entitled to participate in any overseas sub-plan, and

no Employee (or former Employee) has an entitlement to awards under any overseas sub-plan greater than the maximum entitlement of an Employee (or former Employee) under the Plan.

Any overseas sub-plan must be governed by rules similar to the rules of the Plan, but modified to take account of applicable tax, social security, employment, company, exchange control, trust or securities (or any other relevant) law, regulation or practice.

Third party rights

A person who is not a party to a Deferred Share Bonus Award shall not have any rights under or in connection with it as a result of the Contracts (Rights of Third Parties) Act 1999 except where these rights arise under any rule of the Plan (or any document entered into pursuant to, or in connection with, the Plan) for any Relevant Company that is not a party to a Deferred Share Bonus Award.

This does not affect any right or remedy of a third party that exists, or is available, apart from the Contracts (Rights of Third Parties) Act 1999.

The rights of the parties to a Deferred Share Bonus Award to surrender, terminate or rescind it, or agree any variation, waiver or settlement of it, are not subject to the consent of any person that is not a party to the Deferred Share Bonus Award as a result of the Contracts (Rights of Third Parties) Act 1999.

Confidentiality

Each Award Holder must keep the rules of the Plan and details of their Deferred Share Bonus Award (in each case save as publicly disclosed by the Company) , the Acceptance Notice and the Award Certificate (the “Plan Documents”) confidential, and must not disclose, or to permit the disclosure of, any of the terms of the Plan Documents to any third party (except as may be requested by the Company and save to the extent such disclosure is expressly protected by law or required by law, a court of competent jurisdiction or any governmental or regulatory authority).

Data Privacy

For the purpose of operating the Plan, the relevant Group Company will collect and process information relating to Employees and Award Holders in accordance with the privacy notice which is are available either on the Company website, or on request from HR.

Severability

The invalidity or non-enforceability of one or more provisions of the Plan will not affect the validity or enforceability of the other provisions of the Plan, which will remain in full force and effect.

Governing law

The Plan and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The Remuneration Committee may, in its absolute discretion, determine that another law may apply to the application of the Plan outside England and Wales.

Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Plan or its subject matter or formation (including non-contractual disputes or claims).

Each party irrevocably consents to any process in any legal action or proceedings under rule 29.1 being served on it in accordance with the provisions of the Plan relating to service of notices. Nothing contained in the Plan shall affect the right to serve process in any other manner permitted by law.

Genuit Group plc Deferred Share Bonus Plan

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