IntegraFin Holdings PLC — Remuneration Information 2025

Feb 27, 2025

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title: DL Agreement Template 2019
author: lloubser
date: 2025-02-26 16:31:00+00:00

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Definitions and Interpretation

Grant of Awards

Performance Condition and Underpin

Restrictions on Transfer and Bankruptcy

Dividend Equivalents

Individual Limit

Plan Limits

Reduction and Recovery

Assessment of the Performance Condition

Upfront Tiered Award Determination

Deferral and Underpin

Release, exercise and settlement

Relevant Liabilities and regulatory issues

Cash equivalent

Cessation of employment

Corporate events

Adjustments

Amendments

Legal entitlement

General

Retained Net Shares

Rights and restrictions attached to Retained Net Shares during the Holding Period

Leaving during the Holding Period

Corporate event during the Holding Period

Reduction and Recovery throughout the Holding Period

End of the Holding Period

Table of Contents

1. Definitions and Interpretation 3

2. Grant of Awards 6

3. Performance Condition and Underpin 7

4. Restrictions on Transfer and Bankruptcy 7

5. Dividend Equivalents 8

6. Individual Limit 8

7. Plan Limits 8

8. Reduction and Recovery 9

9. Assessment of the Performance Condition 11

10. Upfront Tiered Award Determination 11

11. Deferral and Underpin 11

12. Release, exercise and settlement 12

13. Relevant Liabilities and regulatory issues 12

14. Cash equivalent 13

15. Cessation of employment 13

16. Corporate events 14

17. Adjustments 16

18. Amendments 16

19. Legal entitlement 17

20. General 18

Schedule 1 Holding Period 20

Schedule 2 Forfeitable Shares 22

Schedule 3 Cash Awards 24

The IntegraFin Holdings plc Combined Incentive Plan 2025

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

"Award" means a Conditional Award, a Nil-Cost Option or Forfeitable Shares;

"Board" means, subject to rule 16.7, the board of the Company or any committee or person duly authorised by the board, or any duly appointed successor body;

"Company" means IntegraFin Holdings plc registered in England and Wales under number 08860879;

"Conditional Award" means a right to receive Shares automatically at no cost subject to the rules of the Plan;

"Control" has the meaning given by section 995 of the Income Tax Act 2007;

"Dealing Day" means any day on which the London Stock Exchange is open for business;

"Dealing Restrictions" means restrictions imposed by the Company's share dealing code, the Listing Rules, the MAR or any other laws or regulations that impose restrictions on share dealing;

"Deferral Period" means the period set by the Board in pursuant to rule 2.3;

"Eligible Employee" means an employee (including an executive director) of the Company or any of its Subsidiaries;

"FCA" means the United Kingdom Financial Conduct Authority, or any successor body;

"Forfeitable Share Agreement" means the agreement referred to in paragraph 3 of Schedule 2;

"Forfeitable Shares" means Shares held in the name of or for the benefit of a Participant subject to the Forfeitable Share Agreement;

"Good Leaver" means the Participant ceasing to hold office or employment with a Group Member by reason of:

ill-health, injury or disability as established to the satisfaction of the Board;

redundancy;

the Participant's employing company ceasing to be a Group Member or the transfer of an undertaking or part of an undertaking to a person who is not a Group Member; or

any other reason (other than gross misconduct, in which case that Award will lapse on the date of such cessation) as the Board may determine,

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

"Grant Period" means the period of 42 days beginning on:

the day on which the Plan is approved by shareholders in general meeting;

the first Dealing Day after the day on which the Company makes an announcement of its results for any period;

the day on which the Policy is approved by shareholders; or

any day on which the Board resolves that exceptional circumstances exist which justify the grant of Awards,

unless the Company is restricted from granting Awards during the periods specified above as a result of any Dealing Restrictions, in which case the relevant Grant Period will be 42 days beginning on the day after such Dealing Restrictions are lifted;

"Group Member" means the Company, any Subsidiary of the Company, any company that is (within the meaning given by section 1159 of the Companies Act 2006) the Company's holding company or a Subsidiary of the Company's holding company or, if the Board so determines, any body corporate in relation to which the Company is able to exercise at least 20% of the equity voting rights and "Group" will be construed accordingly;

"Holding Period" means such period as the Board may determine beginning on the Vesting Date;

"Internal Reorganisation" means where immediately after a change of Control of the Company, all or substantially all of the share capital of the acquiring company is owned directly or indirectly by the persons who were shareholders in the Company immediately before the change of Control;

"Listing Rules" means the FCA's listing rules, as amended from time to time;

"MAR" means the EU Market Abuse Regulation 596/2014 and any associated EU regulation to the extent each is incorporated into the law of the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by any instrument related to their incorporation into the law of the United Kingdom;

"Nil-Cost Option" means a right to acquire Shares subject to the rules of the Plan for nil cost or for a Nominal Exercise Price;

"Nominal Exercise Price" means an exercise price per Share equal to the nominal value of a Share from time to time;

"Participant" means any person who holds an Award or following their death, their personal representatives;

"Performance Condition" means any one or more condition, measure, target (whether on an individual basis or otherwise) imposed under rule 3.1 that relates to performance;

"Performance Period" means the period over which a Performance Condition will be measured;

"Plan" means the IntegraFin Holdings plc Combined Incentive Plan 2025, as amended from time to time;

"Pro-ration Period" means the period set by the Board over which pro-ration for time will be calculated pursuant to rules 15.6 and 16.5 and, in respect of an Award that is subject to a Performance Condition, will usually be the Performance Period.

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

"Recovery Period" means subject to rule 8.6, such period determined by the Board (on or before the Grant Date) and in the case of executive directors will usually be no shorter than the period beginning on the first day of the Performance Period and ending on the fourth anniversary thereof, or where the Award is subject to a Holding Period, the fifth anniversary thereof;

"Recruitment Award" means an Award granted in connection with the recruitment of an Eligible Employee;

"Release" means the point at which:

the Shares comprised in a Conditional Award may be issued or transferred to the Participant;

a Nil-Cost Option may be exercised;

the restrictions imposed on Forfeitable Shares or Retained Net Shares are lifted,

and "Released" and "Release Date" will be construed accordingly;

"Relevant Liability" means any tax, social security contributions, levy, charge or other payroll deductions required by law arising out of or in connection with an Award for which the Participant is liable (or which may be recovered from the Participant) and for which any Group Member or former Group Member is obliged to pay or account to any relevant authority, or any reasonable estimate thereof;

"Share" means a fully paid ordinary share in the Company;

"Subsidiary" has the meaning given by section 1159 of the Companies Act 2006;

"Tail Swallow" means a sale of sufficient entitlements nil-paid in relation to Retained Net Shares to take up the balance of the entitlements in respect of those Retained Net Shares under a rights issue or similar transaction;

"Trustee" means the trustee or trustees for the time being of any employee benefit trust, the beneficiaries of which include Eligible Employees;

"Underpin" means the measure or measures assessed over such period as the Board determines which, if not achieved, will require a review of Vesting by the Board;

“Upfront Tiered Award” means an Award where the maximum number of Shares under the Award is determined on the Grant Date and the proportion of the Award paid as an Upfront Cash Award and the proportion and terms of the remainder of the Award are determined following assessment of the Performance Condition, as set out in rule 10;

“Upfront Tiered Cash Payment” means the amount determined by the Board pursuant to rule 10.1.1;

"Vest" means the determination by the Board of the number of Shares comprised in an Award that may be Released and "Vesting", "Vested" and "Unvested" will be construed accordingly;

"Vesting Date" means the date on which an Award Vests, which will be the later of the date on which:

the extent to which any Performance Condition has been satisfied is determined by the Board in accordance with rule 9.1; and

the extent to which any Underpin has been satisfied is assessed by the Board in accordance with rule 2.3;

or any other date set by the Board;

References in the Plan to:

any statutory provisions or to regulations are to those provisions or regulations as amended or re-enacted from time to time; and

the singular include the plural and vice versa.

Headings do not form part of the Plan.

The Board may, during a Grant Period and at its absolute discretion, grant an Award to an Eligible Employee.

Prior to the Grant Date and in respect of an Upfront Tiered Award, the Board:

will determine the maximum number of Shares in the Award; and

may determine the formula or basis for determining the percentage of the Award that shall continue as an Award, or Award tranches, subject to a Deferral Period and/or an Underpin and/or a Holding Period

and shall determine the amount of the Upfront Tiered Cash Payment and the number of Shares that may Vest on the basis set out in rule 2.2.2 following the end of the Performance Period.

In respect of Awards which are not an Upfront Tiered Award the Board will determine, prior to the Grant Date, whether:

a Performance Condition will apply and the applicable Performance Period;

a proportion of an Award will be deferred and the applicable Deferral Period;

the Award (or any part thereof) will be subject to an Underpin;

the Award will be subject to a Holding Period; and/or

the Award will be subject to any other terms, as set out in rule 2.4.

An Award may be granted subject to such additional terms as the Board may determine save that any additional terms to which Awards granted to executive directors are subject must satisfy the requirements of the Policy.

An Award may be divided into distinct tranches, and, if so, the rules of the Plan will be construed as if each tranche were itself a separate Award.

The grant of an Award will be subject to obtaining any approval required by the FCA (or other relevant authority), any Dealing Restrictions and any other laws or regulations (whether in the UK or overseas).

Awards must be granted by deed (or in such other written form as the Board determines) and, as soon as reasonably practicable after the Grant Date, Participants must be notified of the terms of their Award.

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

the Award may not be Released; and/or

the Board may determine that the Award will lapse.

No Award may be granted under the Plan after the tenth anniversary of the date on which the Plan was approved by shareholders.

Awards may be granted subject to the satisfaction of a Performance Condition and/or an Underpin.

The Board may amend or substitute a Performance Condition and/or Underpin in accordance with its terms or if the Board considers that its amendment or substitution is reasonable, appropriate and would not be materially less difficult to satisfy than when it was originally set.

An Award may not be transferred, assigned, charged or otherwise disposed of in any way (except in the event of the Participant's death, to their personal representatives) and will lapse immediately on any attempt to do so.

An Award will lapse immediately if the Participant is declared bankrupt, enters into or is subject to any similar arrangement (such as an Individual Voluntary Arrangement (IVA)) and, where the Participant is outside the UK, includes any analogous event.

The Board may decide before the delivery of Shares in satisfaction of an Award, that the Participant will receive an amount (in cash and/or additional Shares) equal in value to any dividends that would have been paid on those Shares on such terms and over such period (ending no later than the Release Date) as the Board may determine. This amount may assume the reinvestment of dividends (on such basis as the Board may determine) and may exclude or include special dividends.

No Eligible Employee may be granted an Award (other than a Recruitment Award) that would cause the market value of the Shares subject to all Awards (other than Recruitment Awards) granted to that Eligible Employee in respect of a particular financial year of the Company to exceed the maximum applicable limit as set out in the Policy.

For the purposes of rule 6.1, the "market value" of a Share:

shall be determined by the Board; and

will normally be determined by reference to the value of a Share at the date the Award is granted.

To the extent any Award exceeds the applicable limit in rule 6.1 it will be scaled back accordingly.

The Board must not grant an Award that would cause the number of Shares allocated under the Plan and under any other employee share plan adopted by the Company to exceed such number as represents ten per cent of the ordinary share capital of the Company in issue.

The Board must not grant an Award that would cause the number of Shares allocated on a discretionary basis under the Plan and under any other employee share plan adopted by the Company to exceed such number as represents five per cent of the ordinary share capital of the Company in issue. The Board may determine that any operation of an employee share plan is or is not discretionary taking into account such factors as it considers relevant.

Subject to rules 7.4 and 7.5, in determining the limits set out in rules 7.1 and 7.2, Shares are treated as allocated if, on any day, they have been newly issued by the Company or transferred from treasury to satisfy an option, award or other right granted during the period of ten years before that day (an "award"), or in the case of such an award in respect of which Shares are yet to be delivered, if the Board intends that new Shares will be issued or that Shares from treasury will be transferred and for these purposes the number of Shares allocated includes:

Shares that have been issued or may be issued to any Trustee; and

Shares that have been or may be transferred from treasury to any Trustee,

and in either case for the Trustee to then transfer to satisfy an award (unless these Shares have already been counted under this rule).

The Board may determine that Shares transferred from treasury will cease to count as allocated for the purposes of rule 7.3 if guidelines published by institutional investor representative bodies no longer require such Shares to be counted.

The number of Shares allocated does not include:

Shares that were allocated to satisfy awards to the extent that such awards have lapsed, been relinquished or been satisfied in cash; and

existing Shares (other than treasury Shares) that have been transferred to satisfy awards or that have been allocated to satisfy awards.

If the Board purports to grant one or more Awards that are inconsistent with the limits in this rule 7, each such Award will be reduced as determined by the Board and will take effect from the Grant Date over the reduced number of Shares.

The Board may make such adjustments to the method of assessing the limits set out in rules 7.1 and 7.2 as it considers appropriate in the event of any variation of the Company's share capital.

Notwithstanding any other rule of the Plan, this rule 8 applies to each Award and will continue to apply after the cessation of a Participant's office or employment with a Group Member for any reason, whether or not any termination is lawful.

Action that may be taken to give effect to reduction and recovery provisions

The Board may, where rule 8.4 or 8.5 applies:

impose further conditions on an Award; and/or

reduce (including to nil) the number of Shares to which an Award relates,

at any time before the end of the Recovery Period in respect of such Award.

If Shares and/or cash have been delivered in satisfaction of an Award, the Board may, where rule 8.4 applies:

require a Participant to make a cash payment to the Company in respect of some or all of the Shares or cash delivered to them under the Award; and/or

require a Participant to transfer for nil consideration and as directed by the Board some or all of the Shares delivered to them under the Award,

at any time before the end of the Recovery Period in respect of an Award, and the Board will determine the basis on which the amount of cash or Shares is calculated including whether and if so to what extent to take account of any tax or social security liability applicable to the Award.

Triggers applicable throughout the Recovery Period

The Board may take any of the actions set out in rule 8.2 or 8.3 if the Board determines that any of the following circumstances have occurred or exist before the end of the Recovery Period:

the Participant commits gross misconduct;

there is a material misstatement and/or significant downward revision in any Group Member's financial results;

there is an error in assessing a Performance Condition applicable to the Award or in the information or assumptions on which the Award was granted, determined, Vests or is Released;

a payment has been made under the Plan based on erroneous or misleading data;

the Participant participated in or was responsible for conduct which resulted in significant losses to any Group Member or relevant business unit;

the Participant failed to meet appropriate standards of fitness and propriety;

there are any other circumstances which the Board determines has (or would have if made public) a sufficiently significant impact on the reputation of any Group Member or relevant business unit to justify the taking of such action;

there is a requirement to operate these recovery provisions by any regulator or by operation of law;

there is corporate failure in any Group Member or a relevant business unit; or

any other circumstances occur that the Board considers to be similar in their nature or effect to those in this rule 8.4

Cross-clawback

The Board may take any of the actions set out in rule 8.2 in order to effect the recovery, by the application of any malus or clawback provisions, of sums paid or Shares delivered under any incentive plan (including the Plan) operated by any Group Member.

Other provisions relating to reduction and recovery provisions

If the action or conduct of any Participant, Group Member or relevant business unit is under investigation by the Company, or the Company has been notified by a third party that an investigation into such action or conduct has begun, before the end of the Recovery Period and such investigation has not been or is not expected to be concluded by the end of the Recovery Period, the Board may extend the Recovery Period to end on such later date as the Board considers appropriate to allow such investigation to be concluded.

For the purposes of this rule 8, references to:

a Participant include former Participants; and

a Group Member or a relevant business unit include any former Group Member or former business unit.

As soon as reasonably practicable after the end the Performance Period (or if this rule applies to an Award under rule 15 or 16 before the end of the Performance Period, then at the relevant time), the Board will determine if and to what extent any Performance Condition has been satisfied and accordingly, the extent to which an Upfront Tiered Award is capable of Vesting and any other Award will Vest and be Released.

If the extent to which the Performance Condition is satisfied is determined before the end of the Performance Period, the Board will take into account such factors as it considers are relevant and if the Award is subject to more than one Performance Condition and/or a Performance Condition consisting of more than one measure, may vary the weighting of those Performance Conditions and/or measures on such basis as it considers appropriate.

Prior to an Award Vesting and to the extent not already determined pursuant to rule 2.3, the Board will determine whether or not a Holding Period will apply pursuant to Schedule 1.

Following its determination pursuant to rule 9.1 and having regard to any formula or basis applicable to the Award under rule 2.2, the Board will determine:

the amount of the Upfront Tiered Cash Payment;

the number of Shares in the Upfront Tiered Award (which may comprise tranches), subject to a Deferral Period and/or an Underpin and/or a Holding Period.

The Upfront Tiered Cash Payment calculated in accordance with this rule 10 will be paid to the Participant within 30 days after the Board’s determination in rule 10.1.1 taking effect, net of any Relevant Liability.

Such number of Shares in the Award as is equal in value to the Upfront Tiered Cash Payment (calculated using the price of the Shares on the Grant Date) shall lapse on the date of the Board’s determination under rule 10.1.

Where an Award is subject to an Underpin, as soon as reasonably practicable after the end of the Deferral Period, the Board will assess the Underpin and determine whether an adjustment should be made to such part of the Award to which that Underpin applies. Following that determination, the Board will determine the number of Shares comprised in the Award that will Vest and subject to rule 11.3, be Released.

Where an Award is not subject to an Underpin, the Shares comprised in the Award will Vest i and, unless subject to a Holding Period, be Released.

Prior to an Award Vesting and to the extent not already determined pursuant to rule 2.3, the Board will determine whether or not a Holding Period will apply pursuant to Schedule 1.

Where an Award is not subject to a Holding Period, the Award will be Released to the Participant as soon as practicable after the determinations referred to in rules 9.1, 11.1 and/or 11.2, unless:

a Dealing Restriction applies to the Participant, in which case the Award will be Released on the date on which such Dealing Restriction lifts; or

the action or conduct of any Participant, Group Member or relevant business unit is under investigation pursuant to rule 8 and such investigation has not yet been concluded by that date, in which case the Award will be Released on such later date as the Board considers appropriate to allow such investigation to be concluded.

Subject to rules 13, 15 and 16, a Released Nil-Cost Option may be exercised until the tenth anniversary of the Grant Date, after which time it will lapse.

To exercise a Nil-Cost Option with a Nominal Exercise Price, the Participant must, unless the Board decides to waive the requirement to pay the Nominal Exercise Price, pay the Nominal Exercise Price to the Company or enter into arrangements acceptable to the Board to pay the Nominal Exercise Price.

Subject to rules 13 and 14, where a Conditional Award has been Released or a Nil-Cost Option has been exercised, the number of Shares in respect of which the Award has been Released or exercised together with any additional Shares or cash to which a Participant becomes entitled under rule 5 will be issued, transferred or paid (as applicable) to the Participant within 30 days thereafter.

Any costs associated with the delivery of Shares to satisfy an Award (including any stamp duty or stamp duty reserve tax) will be borne by the Company (or another Group Member). Any costs associated with the sale of Shares acquired pursuant to an Award (including on any sale pursuant to rule 13) will be borne by the Participant.

A Participant will be responsible for and indemnifies each relevant Group Member and the Trustee against any Relevant Liability relating to their Award. Any Group Member and/or the Trustee may:

withhold from any amounts due to the Participant (to the extent that such withholding is lawful) an amount not exceeding such Relevant Liability; or

make any other arrangements as it considers appropriate to ensure recovery of the Relevant Liability, which may include the sale of Shares acquired and using the proceeds to meet the Relevant Liability, or the cash settlement under rule 14 of part of the Award.

The Release of an Award, the exercise of a Nil-Cost Option and the issue or transfer of Shares under the Plan will be subject to obtaining any approval required by the FCA (or any other relevant authority), any Dealing Restrictions or any other laws or regulations (whether in the UK or overseas).

Subject to rule 14.2, at any time before Shares have been delivered to a Participant to satisfy an Award, the Board may determine that, in substitution for their right to acquire some or all of those Shares, the Participant will instead receive a cash sum equal to:

in the case of a Conditional Award, the market value (as determined by the Board) on the date on which the Award was Released of the Shares that would otherwise have been delivered; and

in the case of a Nil-Cost Option, the market value (as determined by the Board) on the date of exercise of the Shares that would otherwise have been delivered less any Nominal Exercise Price, and

any such cash sum will be paid to the Participant within 30 days after the Release of the Conditional Award or the exercise of the Nil-Cost Option, net of any Relevant Liability.

The Board may determine that this rule 14 will not apply to an Award or any part of it.

This rule 14 will not apply to any proportion of an Award to which a determination has been made by the Board in accordance with rule 10.

Cessation of employment – default position

If a Participant ceases to hold office or employment with a Group Member other than in accordance with rules 15.2, 15.3 and 15.4 or on account of their death, their Award will lapse on the date of such cessation.

Cessation of employment – Good Leaver

If a Participant ceases to hold office or employment with a Group Member as a Good Leaver during the Performance Period, the Award will, unless the Board determines otherwise, continue pursuant to the rules of the Plan, save that rule 15.6 will also apply to the Award.

If a Participant ceases to hold office or employment with a Group Member as a Good Leaver during the Deferral Period, the Award will, unless the Board determines otherwise, continue pursuant to the rules of the Plan save that rule 15.6 will not apply to the Award unless the Board determines it shall apply.

If a Participant ceases to hold office or employment with a Group Member during the Holding Period, the provisions of Schedule 1 will apply.

Where the Participant dies or the Board determines this rule 15.5 will apply the Award will Vest and be Released as soon as practicable following the Participant's cessation of office or employment and the extent to which the Award Vests shall be determined by:

the Board determining the extent to which any Performance Condition has been met; and/or

the Board applying any Underpin or deciding to waive the Underpin (provided that, other than where a Participant dies, the Underpin may only be waived in exceptional circumstances); and/or

the application of rule 15.6 where such cessation occurs during the Performance Period, or the Board otherwise determines that rule 15.6 should apply.

Where this rule 15.6 applies, the number of Shares in respect of which the Award Vests will be reduced to take account of the proportion of the Pro-ration Period that had elapsed on the date of the Participant's cessation of office or employment with a Group Member (unless the Board determines otherwise or that a different pro-ration formula will be applied).

Period of exercise of a Nil-Cost Option

Following the Board’s determination under rule 15.5, a Nil-Cost Option which is Released may, subject to rule 16, be exercised until the latest of:

the date that is six months after the Release Date;

the date that is six months after the Participant's cessation of office or employment; and

where the Participant ceased to hold office or employment with a Group Member as a result of their death, the date that is twelve months after the date of the Participant's death,

or such later date as the Board may determine, after which time it will lapse.

Meaning of cessation of employment

For the purposes of the Plan, no person will be treated as ceasing to hold office or employment with a Group Member until that person no longer holds:

an office or employment; or

a right to return to an office or employment

with any Group Member, unless the Board determines that a person will be treated as ceasing to hold office or employment with a Group Member on an earlier date, not being earlier than the date such person gives or receives notice of termination of office or employment.

General offer and scheme of arrangement

Where any of the events described in rule 16.2 occurs, subject to rule 16.6:

all Awards will Vest in accordance with rule 16.5;

all Awards will be Released at the time of such event; and

all Nil-Cost Options will lapse after a period of one month (or such other period as the Board may determine) from the date of the relevant event.

The events referred to in rule 16.1 are:

any person (either alone or together with any person acting in concert with them):

obtaining Control of the Company as a result of making a general offer to acquire Shares; or

already having Control of the Company, making an offer to acquire all of the Shares other than those which are already owned by them,

and such offer becoming wholly unconditional; and

a compromise or arrangement in accordance with either section 899 or 901F of the Companies Act 2006 for the purposes of a change of Control of the Company, being sanctioned by the Court.

Winding up

On the passing of a resolution for the voluntary winding-up or the making of an order for the compulsory winding up of the Company the Board will determine:

whether Unvested Awards will Vest in accordance with rule 16.5 or lapse;

whether Awards will be Released; and

the period of time during which any Nil-Cost Option may be exercised, after which time it will lapse.

Other events

If the Company is or may be affected by any variation of the share capital of the Company, a demerger, delisting, special dividend or other event that, in the opinion of the Board, may materially affect the current or future value of Shares, the Board may determine:

that any Unvested Award will Vest in accordance with rule 16.5; and

that Awards will be Released;

the period of time during which any Nil-Cost Option may be exercised, after which time it will lapse.

Extent of Vesting

Where this rule 16.5 applies as a result of an event specified in rule 16.2, 16.3 or 16.4 occurring during:

the Performance Period, the number of Shares in respect of which the Award Vests will take into account the extent to which the Performance Condition has been satisfied and the proportion of the Pro-ration Period that had elapsed on the date of the relevant event (unless the Board determines otherwise or that a different pro-ration formula will be applied);

the Deferral Period, the Award will normally Vest in full, unless the Board determines that the number of Shares in respect of which the Award Vests will take into account an assessment of the Underpin and/or the proportion of the Pro-ration Period that had elapsed on the date of the relevant event (unless the Board determines that a different pro-ration formula will be applied); and

the Holding Period, the provisions of Schedule 1 will apply,

and any part of the Award that does not Vest will lapse immediately.

Exchange

An Award will not Vest, be Released or lapse under this rule 16 but will be exchanged for a new award that, in the opinion of the Board, is equivalent to the Award where:

an offer to exchange the Award is made and accepted by a Participant;

there is an Internal Reorganisation, unless the Board determines otherwise; or

the Board decides (before the relevant event) that an Award will be exchanged.

The new award may be over shares in and/or other securities issued by a different company (whether an acquiring company or a different company) and/or a right to receive a cash amount.

Meaning of Board

Any reference to the Board in this rule 16 means the members of the Board immediately before the relevant event.

The number of Shares subject to an Award and/or any Performance Condition and/or Underpin may be adjusted in such manner as the Board determines, in the event of:

any variation of the share capital of the Company; or

a demerger, delisting, special dividend or other event that may, in the opinion of the Board, affect the current or future value of Shares.

Except as described in this rule 18, the Board may amend the rules of the Plan or the terms of any Award.

Subject to rule 18.3, no amendment to the advantage of Eligible Employees and/or Participants may be made under this rule 18 to the provisions relating to:

the persons to whom, or for whom, Shares or cash are provided under the Plan;

limitations on the number or amount of Shares or cash subject to the Plan;

the maximum entitlement for any one Participant;

the basis for determining a Participant's entitlement to, and the terms of, Shares or cash to be provided under the Plan;

the adjustments that may be made in the event of a variation of capital; and

the terms of this rule 18.2

without prior approval of the shareholders of the Company in general meeting.

Rule 18.2 will not apply to any minor amendment that is to benefit the administration of the Plan or is necessary or desirable to take account of any change in legislation or to obtain or maintain favourable taxation, exchange control or regulatory treatment for any Group Member, Eligible Employee or Participant.

No amendment to the material disadvantage of existing rights of Participants (except in respect of a Performance Condition) will be made under rule 18.1 unless:

every Participant who may be affected has been invited to indicate whether or not they approve the amendment; and

the amendment is approved by a majority of those Participants who have so indicated.

No amendment will be made under this rule 18 if it would prevent the Plan from being an employees' share scheme within the meaning of section 1166 of the Companies Act 2006.

The Board may establish further schedules to the Plan for overseas territories. Any such schedule will be similar to the Plan but may modify the Plan to take account of local tax, exchange control or securities laws. Any Award granted under any such schedule must be treated as counting against the limits set out in rule 6 and any Shares made available under any such schedule must be treated as counting against the limits set out in rule 7.

This rule 19 applies during a Participant's employment with any Group Member and after the termination of such employment, whether or not the termination is lawful.

Nothing in the Plan or its operation forms part of the terms of employment of a Participant and the rights and obligations arising from a Participant's employment with any Group Member are separate from, and are not affected by, their participation in the Plan. Participation in the Plan does not create any right to continued employment with a Group Member for any Participant.

The grant of any Award to a Participant does not create any right for that Participant to be granted any further Awards or to be granted Awards on any particular terms, including the number of Shares to which Awards relate.

By participating in the Plan, a Participant waives all rights to compensation for their loss in relation to the Plan, including:

any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of the Participant's employment);

any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any failure to exercise a discretion or take a decision; and

the operation, suspension, termination or amendment of the Plan.

The Plan will terminate upon the date stated in rule 2.9, or at any earlier time by the passing of a resolution by the Board or an ordinary resolution of the Company in general meeting. Termination of the Plan will be without prejudice to the existing rights of Participants.

Shares issued or transferred from treasury under the Plan will rank equally in all respects with the Shares then in issue, except that they will not rank for any voting, dividend or other rights attaching to Shares by reference to a record date preceding the date of issue or transfer from treasury.

The personal data of any Eligible Employee, Participant or former Participant may be processed in connection with the operation of the Plan in accordance with the Group's prevailing data protection policy and as notified to Eligible Employees pursuant to a privacy notice or otherwise. If an Eligible Employee, Participant or former Participant is employed outside the European Economic Area and outside the United Kingdom and consent is needed for processing of their personal data in connection with the operation of the Plan, by participating in the Plan, they consent to such processing of their personal data.

The Plan will be administered by the Board. The Board will have full authority, consistent with the Plan, to administer the Plan, including authority to interpret and construe any provision of the Plan and to adopt regulations for administering the Plan. Decisions of the Board will be final and binding on all parties.

Any notice or other communication in connection with the Plan may be delivered personally or sent by electronic means or post, in the case of a company to its registered office (for the attention of the company secretary), and in the case of an individual to their last known address, or, where they are a director or employee of a Group Member, either to their last known address or to the address of the place of business at which they perform the whole or substantially the whole of the duties of their office or employment. Where a notice or other communication is given by post, it will be deemed to have been received 72 hours after it was put into the post properly addressed and stamped, and if by electronic means, when the sender receives electronic confirmation of delivery or if not available, 24 hours after sending the notice.

No benefits received under the Plan will be pensionable.

If any rule of the Plan or any term of an Award is held to be void but would be valid if part of its wording were deleted, such rule will apply with such deletion as may be necessary to make it valid.

Save as specified in these rules, no third party other than a Group Member will have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan (without prejudice to any right of a third party that exists other than under that Act).

The rules of the Plan will be governed by and construed in accordance with the laws of England and Wales. Any person referred to in the Plan submits to the exclusive jurisdiction of the Courts of England and Wales.

Holding Period

The Board may determine, pursuant to rules 2, 9 and/or 11 that Awards will be subject to a Holding Period, provided that an Award granted to an executive director of the Company must be subject to a Holding Period if required by the Policy.

The rules of the Plan, as amended by this Schedule 1, will apply to an Award that is subject to a Holding Period.

Immediately prior to Vesting, the Board will determine whether:

the Award will not be Released and will continue on the terms set out in this Schedule 1 (a "Continuing Gross Award"); or

after the application of rule 13, any Shares to which the Participant is entitled (including any Dividend Equivalents in the form of additional Shares, unless the Board determines otherwise) will be held as "Retained Net Shares" by the Participant or on the Participant's behalf by such person as the Board determines, 

and notify the Participant accordingly. If no determination is made in accordance with this paragraph 3, the Award will continue as a Continuing Gross Award.

A Nil-Cost Option which is exercised during the Holding Period will be treated as a Continuing Gross Award up to the date on which Shares are delivered and the provisions of this Schedule 1 regarding Retained Net Shares will apply thereafter.

Where Retained Net Shares are to be held by or on behalf of the Participant during the Holding Period:

Retained Net Shares will be issued or transferred to the Participant or such other person as the Board may determine to be held for the benefit of the Participant on the terms set out in this Schedule 1;

a Participant may be required to take any action (including entering into any agreement on such terms and within such timeframe) as the Board may determine, setting out the terms upon which Retained Net Shares will be held during the Holding Period in accordance with this Schedule 1.

A Participant will have all rights of a shareholder from the date on which the Retained Net Shares are issued or transferred to them (including the right to vote and receive dividends), except that the Participant may not transfer, assign, hedge, charge or otherwise dispose of the Retained Net Shares or any interest in them except:

to fund any Relevant Liability;

to Tail Swallow; or

in any other circumstances that the Board allows.

Unless the Board determines otherwise, any cash and/or securities received by a Participant in respect of Retained Net Shares during the Holding Period will be subject to the same restrictions as the Retained Net Shares to which they relate, except for any Shares taken up on a rights issue in excess of those that may have been acquired pursuant to a Tail Swallow.

If a Participant leaves during the Holding Period for any reason other than for gross misconduct, their Continuing Gross Awards or Retained Net Shares will continue on the same terms, except that the Board may accelerate Release to a date no earlier than the date of cessation. Once Released, Nil-Cost Options may be exercised in accordance with rule 12.

Where a Participant leaves during the Holding Period for gross misconduct, their Continuing Gross Award will lapse and their Retained Net Shares will be forfeit immediately.

If a Participant dies during the Holding Period, unless the Board determines otherwise, the Release of their Continuing Gross Awards and/or Retained Net Shares will be accelerated to the date of their death.

Where one of the events set out in rule 16.2 occurs during the Holding Period, unless the circumstances set out in rule 16.6 apply (in which case, the Award will be exchanged on the terms set out therein), a Continuing Gross Award and/or Retained Net Shares will be Released as soon as reasonably practicable thereafter.

Where any of the other events referred to in rule 16 occurs during the Holding Period, the Board will determine whether a Continuing Gross Award and/or Retained Net Shares will be Released as soon as reasonably practicable after the relevant event.

The provisions of rule 8 will apply to Continuing Gross Awards and Retained Net Shares.

Subject to rule 13 at the end of the Holding Period:

Continuing Gross Awards (together with any outstanding Dividend Equivalents); and/or

Retained Net Shares,

will be Released and rules 12.3, 12.4 and 12.5 shall apply.

Forfeitable Shares

The Board may determine that Awards will be granted in the form of Forfeitable Shares, in which case the rules of the Plan, as amended by this Schedule 2, will apply.

The Participant must enter into an agreement with the Company that, to the extent that the Award lapses under the Plan, the Shares are forfeited and they will immediately transfer their interest in the Shares, for no consideration or nominal consideration, to any person specified by the Company.

On or after the grant of an Award of Forfeitable Shares, the Company will procure that the relevant number of Shares are transferred, including a transfer out of treasury or otherwise, to the Participant or to another person to be held for the benefit of the Participant under the terms of the Plan.

Except to the extent specified in the Forfeitable Share Agreement, a Participant will have all rights of a shareholder in respect of Forfeitable Shares until the Award lapses.

The Participant must sign any documentation, including a power of attorney or blank stock transfer form, requested by the Board. If they do not do so within a period specified by the Board, the Award will lapse at the end of that period. The Board may retain the share certificates relating to any Forfeitable Shares.

The Participant must enter into any elections required by the Board, including elections under Part 7 of the Income Tax (Earnings and Pensions) Act 2003 and elections to transfer any liability, or agreements to pay, social security contributions. If the Participant does not do so within a period specified by the Board, the Award will lapse at the end of that period.

Adjustment of Awards

Subject to the Forfeitable Share Agreement, a Participant will have the same rights as other shareholders on a variation or other event of the sort described in rule 17 of the Plan. Any shares, securities or rights allotted to a Participant as a result of such an event will be:

treated as if they were awarded to the Participant under the Plan in the same way and at the same time as the Forfeitable Shares in respect of which the rights were conferred; and

subject to the rules of the Plan, as modified by this Schedule 2, and the terms of the Forfeitable Share Agreement.

Lapse of Forfeitable Shares

On the lapse of an Award of Forfeitable Shares, a Participant must transfer their interest in the Shares in accordance with the Forfeitable Share Agreement.

Vesting of Forfeitable Shares

Following Release of Forfeitable Shares the restrictions contained in the Forfeitable Share Agreement will cease to have effect. Rule 13 of the Plan will apply in respect of any tax and social security contributions arising on grant and/or Vesting of Forfeitable Shares.

Cash alternative

Rule 14 of the Plan will not apply.

Cash Awards

The rules of the IntegraFin Holdings plc Combined Incentive Plan 2025 will apply to a right to receive a cash sum granted under this Schedule 3 as if it was either a Conditional Award (a "Cash Conditional Award") or a Nil-Cost Option (a "Cash Option"), except as set out in this Schedule 3. Where there is any conflict between the rules of the Plan and this Schedule 3, the terms of this Schedule 3 will prevail.

Each Cash Conditional Award or Cash Option will relate to a certain number of notional Shares.

On the Release of a Cash Conditional Award or the exercise of a Cash Option the Participant will be entitled to receive a cash sum, calculated on the following basis:

in the case of a Cash Conditional Award, the cash sum will be equal to the market value (as determined by the Board) on the Release Date of the notional Shares in respect of which the Cash Conditional Award is Released; and

in the case of a Cash Option, the cash sum will be equal to the market value (as determined by the Board) on the date of exercise of the notional Shares in respect of which the Cash Option is exercised.

The cash sum payable under paragraph 3 above will be paid to the Participant within 30 days after the Release of the Cash Conditional Award or the exercise of the Cash Option, net of any Relevant Liability as may be required by law.

Unless the Board determines otherwise on or before the Grant Date of a Cash Conditional Award or a Cash Option, the Board may, at any time prior to the date on which the cash sum becomes payable under paragraph 3 above, determine that a Cash Conditional Award or a Cash Option will be converted into a Conditional Award or a Nil-Cost Option under the rules of the Plan over the same number of Shares as the number of notional Shares to which the Cash Conditional Award or Cash Option relates.

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Rules of the IntegraFin Holdings plc Combined Incentive Plan 2025
Adopted by the board of directors on [●] 2025
Approved by shareholders on [27 February] 2025
Expiry date [27 February] 2035
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