Liontrust Asset Management PLC

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LIONTRUST ASSET MANAGEMENT PLC

OTHERS

TRUST DEED AND RULES

THE LIONTRUST

SHARE INCENTIVE PLAN

Approved by HM Revenue & Customs

SCHEDULE: RULES OF THE LIONTRUST SHARE INCENTIVE PLAN

THIS DEED is made on 2 April 2001

DECLARATION OF TRUST

3.2 The Trustees shall hold the Trust Fund upon the following trusts namely:

INFORMATION

SHARE ACQUISITIONS BY THE TRUSTEES

TRUSTEES’ OBLIGATIONS UNDER THE PLAN

PAYE and other tax liabilities

This is subject to:

TRUSTEES’ MEETINGS

TRUSTEES' LIABILITY, INDEMNITY AND FEES

TRUSTEES’ LIEN

TERMINATION OF THE PLAN

23.2 The Plan shall terminate:

acting by:

LIONTRUST INVESTMENT FUNDS LIMITED

LIONTRUST INVESTMENT SERVICES LIMITED

LIONTRUST TRUSTEE LIMITED

DEFINITIONS

The following words and expressions have the following meanings:

“Market Value” on any day shall be:

“Performance Allowances” the criteria for an Award of Free Shares where:

“Qualifying Period” a period as the Company shall in its absolute discretion so decide being:

ELIGIBILITY OF INDIVIDUALS

Individuals are eligible to participate in an Award only if:

Notwithstanding any provision of any other of these Rules whatsoever:

By this method:

If this method is used:

Participants may during the Holding Period direct the Trustees:

The notification in Rule 6.9 above shall be given:

Any surplus Partnership Share Money remaining after the acquisition of Shares by the Trustees:

Matching Shares shall:

PART D

DIVIDEND SHARES

Reinvestment of cash dividends

Dividend Shares shall be Shares:

The Company may decide to:

Subject to Rule 8.7, any amount that is not reinvested:

If:

In this Rule:

For the purposes of the Plan:

Rule 10.1 does not apply:

and

OTHERS

TRUST DEED AND RULES

of the

THE LIONTRUST

SHARE INCENTIVE PLAN

Approved by HM Revenue & Customs

under Reference A1147

Registered online under reference W1100000113268

As amended up to [insert] 2024

THE LIONTRUST

SHARE INCENTIVE PLAN

PURPOSE

STATUS

NUMBER OF TRUSTEES

RESIDENCE OF TRUSTEES

CHANGE OF TRUSTEES

INVESTMENT AND DEALING WITH TRUST ASSETS

LOANS TO TRUSTEES

POWER OF TRUSTEES TO RAISE FUNDS TO SUBSCRIBE FOR A RIGHTS ISSUE

POWER TO AGREE MARKET VALUE OF SHARES

PERSONAL INTEREST OF TRUSTEES

SUBSIDIARY COMPANIES

EXPENSES OF PLAN

TRUSTEES’ LIABILITY, INDEMNITY AND FEES

COVENANT BY THE PARTICIPATING COMPANIES

ACCEPTANCE OF GIFTS

AMENDMENTS TO THE PLAN

NOTICES

PROPER LAW

BETWEEN

LIONTRUST ASSET MANAGEMENT PLC (registered number 2954692) whose registered office is at 2 Savoy Court, London WC2R 0EZ (the “Company”);

and

LIONTRUST INVESTMENT FUNDS LIMITED (registered number 3002704) and LIONTRUST INVESTMENT SERVICES LIMITED (registered number 3194204) both of whose registered office is at 2 Savoy Court, London WC2R 0EZ (together with the Company called the “Participating Companies”);

and

LIONTRUST TRUSTEE LIMITED (registered number 3743190) whose registered office is at Tower Bridge House, St Katharine’s Way, London E1W 1DD (the “Trustees”) .

PURPOSE

The purpose of this Deed is to establish a trust for the employee share ownership plan known as the Liontrust Share Incentive Plan (the “Plan”) which satisfies Schedule 2 to ITEPA 2003.

STATUS

The Plan consists of this Deed and the attached Rules. The definitions in the Rules apply to this Deed. The Company shall from time to time determine which of parts A to D of the Rules shall have effect. Where the Company determines that part B shall have effect it shall also specify whether there is to be an Accumulation Period of up to 12 months, which shall apply to all Qualifying Employees in the Plan.

3.1 The Participating Companies and the Trustees have agreed that all the Shares and other assets which are issued to or transferred to the Trustees are to be held on the trusts declared by this Deed, and subject to the terms of the Rules. When Shares or assets are transferred to the Trustees by the Participating Companies with the intention of being held as part of the Plan they shall be held upon the trusts and provisions of this Deed and the Rules.

(a) as to Shares which are not Plan Shares (“Unawarded Shares”) upon trust during the Trust Period to allocate those Shares in accordance with the terms of this Deed and the Rules;

(b) as to Plan Shares upon trust for the benefit of that Participant on the terms and conditions set out in this Deed and the Rules;

(c) as to Partnership Share Money upon trust to purchase Shares for the benefit of the contributing Qualifying Employee in accordance with this Deed and the Rules; and

(d) as to other assets (“Surplus Assets”) upon trust to use them to purchase or subscribe further Shares to be held on the trusts declared in (a) above, at such time during the Trust Period and on such terms as the Trustees in their absolute discretion think fit.

The income of Unawarded Shares and Surplus Assets shall be accumulated by the Trustees and added to, and held upon the trusts applying to, Surplus Assets.

The income of Plan Shares and Partnership Share Money shall be dealt with in accordance with the Rules.

The perpetuity period and the Trust Period in respect of the trusts and powers declared by this Deed and the Rules shall be the period of 80 years from the date of this Deed.

NUMBER OF TRUSTEES

Unless a corporate Trustee is appointed, there shall always be at least two Trustees. Where there is no corporate Trustee, and the number of Trustees falls below two, the continuing Trustee has the power to act only to achieve the appointment of a new Trustee.

5.1 The Trustees shall be entitled to rely without further enquiry on all information supplied to them by the Participating Companies with regard to their duties as Trustees and in particular, but without prejudice to the generality of the foregoing, any notice given by a Participating Company to the Trustees in respect of the eligibility of any person to become or remain a Participant.

5.2 Except as otherwise provided, the Trustees may in their discretion agree with any of the Participating Companies matters relating to the operation and administration of the Trust as they may consider advisable in the interest of the Trust and so that no person claiming an interest under this Trust shall be entitled to question the legality or correctness of any arrangement or agreement made between any of the Participating Companies and the Trustees in relation to such operation or administration.

5.3 The decision of the board of directors of the Company in any dispute affecting Participants or Participating Companies shall be final and conclusive.

5.4 The Trustees may employ on such terms as the Company may agree as to remuneration, any agent or agents to transact all or any business of whatsoever nature required to be done in the proper administration of the Trust.

RESIDENCE OF TRUSTEES

Every Trustee shall be resident in the United Kingdom. The Company shall immediately remove any Trustee who ceases to be so resident and, if necessary, appoint a replacement.

CHANGE OF TRUSTEES

The Company has the power to appoint or remove any Trustee for any reason. The change of Trustee shall be effected by executing a deed and shall take effect from the date that written notice of such removal is delivered to the Trustees, or such later date as the Company and the Trustees shall agree. Any Trustee may resign on one month’s notice given in writing to the Company, provided that there will be at least two Trustees or a corporate Trustee immediately after the retirement.

INVESTMENT AND DEALING WITH TRUST ASSETS

Save as otherwise provided for by the Plan the Trustees shall not sell or otherwise dispose of Plan Shares.

The Trustees shall obey any directions given by a Participant in accordance with the Rules in relation to his Plan Shares and any rights and income relating to those Shares. In the absence of any such direction, or provision by the Plan, the Trustees shall take no action.

The Participating Companies shall, as soon as practicable after deduction from Salary, pass the Partnership Share Money to the Trustees who will put the money into an account with:

a person falling within section 991(2)(b) of ITA 2007 (certain institutions permitted to accept deposits);

a building society; or

a firm falling within section 991(2)(c) of ITA 2007 (European Economic Area firms permitted to accept deposits),

until it is either used to acquire Partnership Shares on the Acquisition Date, or, in accordance with the Plan, returned to the individual from whose Salary the Partnership Share Money has been deducted. The Trustees shall pass on any interest arising on this invested money to the individual from whose Salary the Partnership Share Money has been deducted. The Trustees are, however, not obliged to keep monies in an interest bearing account.

The Trustees may either retain or sell Unawarded Shares at their absolute discretion. The proceeds of any sale of Unawarded Shares shall form part of Surplus Assets.

The Trustees shall have all the powers of investment of a beneficial owner in relation to Surplus Assets.

The Trustees shall not be under any liability to the Participating Companies or to current or former Qualifying Employees by reason of a failure to diversify investments, which results from the retention of Plan Shares or Unawarded Shares.

The Trustees are not required to interfere in the management or conduct of the business of the Company regardless of the size of the Trustees’ holding of Shares, and will not be obliged to seek information about the affairs of the Company and may leave the conduct of the Company’s business wholly to the directors or management of the Company.

The Trustees may delegate powers, duties or discretions to any persons and on any terms. No delegation made under this clause shall divest the Trustees of their responsibilities under this Deed or under the Schedule.

The Trustees may allow any Shares to be registered in the name of an appointed nominee provided that such Shares shall be registered in a designated account. Such registration shall not divest the Trustees of their responsibilities under this Deed or the Schedule.

The Trustees may at any time, and shall if the Company so directs, revoke any delegation made under this clause or require any Plan assets held by another person to be returned to the Trustees, or both

LOANS TO TRUSTEES

The Trustees shall have the power to borrow money, with the written consent of the Company, for the purpose of:

acquiring Shares; and

paying any other expenses properly incurred by the Trustees in administering the Plan.

10.1 The Company may enter into arrangements with the Trustees under which the Trustees may acquire Shares at any time prior to their Award to Participants as Plan Shares.

10.2 Save as specified in clause 10.6 below, the Trustees may subscribe for newly issued Shares, acquire Treasury Shares or purchase Shares in the market for the purpose of an Award under the Plan.

10.3 Shares subscribed for by the Trustees (whether or not appropriated or acquired on behalf of Participants pursuant to the Plan) shall rank pari passu in all respects with the Shares then in issue except they will not rank for any rights attaching to Shares by reference to a record date preceding the date of issue.

10.4 If and so long as Shares are admitted to listing by the Financial Conduct Authority acting as the UK Listing Authority, the Company shall apply for a listing for any Shares issued pursuant to the Plan as soon as practicable after the allotment of those Shares.

10.5 If and so long as Shares are admitted to trading on the Official List of the Stock Exchange, the Company shall apply for admission to trading of any Shares issued pursuant to the Plan as soon as practicable after the allotment of those Shares.

10.6 Shares shall not be issued on any occasion for the purposes of the Plan to the extent that the result of that issue would be that the aggregate number of Shares issued on that occasion, when added to the number of Shares that:

have been issued during the preceding ten years under the Plan; and

could be issued pursuant to any subsisting rights, options or awards granted during the preceding ten years under any other Employees’ Share Scheme established by the Company; and

have been issued pursuant to any rights, options or awards granted during the preceding ten years under any other Employees’ Share Scheme established by the Company; and

have otherwise been issued during the preceding ten years under any other Employees’ Share Scheme established by the Company,

would exceed 10 per cent of the ordinary share capital of the Company for the time being in issue.

10.7 Reference in clause 10.6 to the issue of Shares shall, for the avoidance of doubt, mean the issue and allotment (but not transfer) of Shares.

10.8 For as long as UK institutional shareholders so recommend, Treasury Shares held by the Company shall be treated as issued or capable of being issued for the purpose of clause 10.6.

Notice of Award of Free Shares and Matching Shares

11.1 As soon as practicable after Free Shares and Matching Shares have been awarded to a Participant, the Trustees shall give the Participant a notice stating:

the number and description of those Shares;

their Initial Market Value on the Award Date;

the Holding Period applicable to them; and

if the Shares are subject to any Restriction, details of the Restriction.

Notice of Award of Partnership Shares

11.2 As soon as practicable after any Partnership Shares have been acquired for a Participant, the Trustees shall give the Participant a notice stating:

the number and description of those Shares;

the amount of money applied by the Trustees in acquiring those Shares on behalf of the Participant; and

the Market Value on the date used in determining the number of Shares acquired; and

if the Shares are subject to any Restriction, details of the Restriction.

Notice of acquisition of Dividend Shares

11.3 As soon as practicable after Dividend Shares have been acquired on behalf of a Participant, the Trustees shall give the Participant a notice stating:

the number and description of those Shares;

their Market Value on the Acquisition Date;

the Holding Period applicable to them; and

any amount not reinvested and carried forward for acquisition of further Dividend Shares.

Notice of any foreign tax deducted before dividend paid

11.4 Where any foreign cash dividend is received in respect of Plan Shares held on behalf of a Participant, the Trustees shall give the Participant notice of the amount of any foreign tax deducted from the dividend before it was paid.

Restrictions during the Holding Period

11.5 During the Holding Period the Trustees shall not dispose of any Free Shares, Matching Shares or Dividend Shares (whether by transfer to the employee or otherwise) except as allowed by the following paragraphs of the Schedule:

paragraph 37 (power to authorise Trustees to accept general offers);

paragraph 77 (power of Trustees to raise funds to subscribe for rights issue);

paragraph 79 (meeting PAYE obligations); and

paragraph 90(5) (termination of plan: early removal of shares with participant's consent).

11.6 The Trustees may dispose of a Participant’s Shares or accept a sum from the Participant in order to meet any PAYE liability in the circumstances provided in sections 510 to 512 of ITEPA 2003 (PAYE: shares ceasing to be subject to the plan) and any employee’s NICs liability and the Trustees’ reasonable administrative costs including brokers’ charges.

11.7 Where the Trustees receive a sum of money which constitutes a Capital Receipt in respect of which a Participant is chargeable to income tax as employment income, the Trustees shall pay to the employer a sum equal to that on which income tax is so payable.

11.8 The Trustees shall maintain the records necessary to enable them to carry out their PAYE and NICs obligations, and the PAYE and NICs obligations of the employer company so far as they relate to the Plan.

11.9 Where the Participant becomes liable to income tax under ITEPA 2003 or Chapter 3 or 4 of Part 4 of ITTOIA 2005, the Trustees shall inform the Participant of any facts which are relevant to determining that liability.

11.10 The Trustees shall maintain records of Participants who have participated in one or more other Schedule 2 SIPs established by the Company or a Connected Company of the Company to ensure compliance with Rules 3.2 and 3.3.

Money's worth received by Trustees

11.11 The Trustees shall pay over to the Participant as soon as is practicable, any money or money's worth received by them in respect of or by reference to any Plan Shares, other than new shares within paragraph 87 of the Schedule (company reconstructions).

the provisions of paragraphs 62 to 69 of the Schedule (cash dividends and dividend shares);

the Trustees’ obligations under sections 510 to 514 of ITEPA 2003 (PAYE: shares ceasing to be subject to the plan; capital receipts); and

the Trustees' PAYE obligations.

General offers etc.

11.12 If any offer, compromise, arrangement or scheme is made which affects the Plan Shares the Trustees shall notify Participants. Each Participant may direct how the Trustees shall act in relation to that Participant’s Plan Shares. In the absence of any direction, the Trustees shall take no action.

POWER OF TRUSTEES TO RAISE FUNDS TO SUBSCRIBE FOR A RIGHTS ISSUE

If instructed by Participants in respect of their Plan Shares the Trustees may dispose of some of the rights under a rights issue arising from those Shares to obtain enough funds to exercise the remaining rights. The rights referred to are the rights to buy additional shares or rights in the same company.

POWER TO AGREE MARKET VALUE OF SHARES

Where the Market Value of Shares falls to be determined for the purposes of the Schedule, the Trustees may agree with HMRC that it shall be determined by reference to such date or dates, or to an average of the values on a number of dates, as specified in the agreement.

PERSONAL INTEREST OF TRUSTEES

Trustees, and directors, officers or employees of a corporate Trustee, shall not be liable to account for any benefit accruing to them by virtue of their:

participation in the Plan as a Qualifying Employee;

ownership, in a beneficial or fiduciary capacity, of any shares or other securities in any Participating Company;

being a director or employee of any Participating Company, being a creditor, or being in any other contractual relationship with any such company.

The Trustees shall hold meetings as often as is necessary for the administration of the Plan. There shall be at least two Trustees present at a meeting except where the sole Trustee is a corporate Trustee and the Trustees shall give due notice to all the Trustees of such a meeting. Decisions made at such a meeting by a majority of the Trustees present shall be binding on all the Trustees. A written resolution signed by all the Trustees shall have the same effect as a resolution passed at a meeting.

SUBSIDIARY COMPANIES

Any Subsidiary may with the agreement of the Company become a Participating Company by executing a deed of adherence agreeing to be bound by this Deed and the Rules.

Any company which ceases to be a Subsidiary shall cease to be a Participating Company.

The Company may at any time decide that a Participating Company shall cease to be a Participating Company (provided that the identity of the remaining Participating Companies must not be such that the Plan has or is likely to have the effect of conferring benefits wholly or mainly on directors or on employees of companies that are members of the group who receive the higher or highest levels of remuneration) and shall notify the Trustees and the Participating Company accordingly in writing as soon as possible.

EXPENSES OF PLAN

The Participating Companies shall meet the costs of the preparation and administration of this Plan.

18.1 The Participating Companies shall jointly and severally indemnify each of the Trustees against any expenses and liabilities which are incurred through acting as a Trustee of the Plan and which cannot be recovered from the Trust Fund and in respect of indemnities conferred upon the Trustees by law and the Trustee Act 1925. This does not apply to expenses and liabilities which are incurred through fraud, wilful wrongdoing or negligence or are covered by insurance under clause 18.3.

18.2 No Trustee except a remunerated Trustee shall be personally liable for any breach of trust (other than through fraud, wilful wrongdoing or negligence) over and above the extent to which the Trustee is indemnified by the Participating Companies in accordance with clause 18.1 above.

18.3 A non-remunerated Trustee may insure the Plan against any loss caused by him or any of his employees, officers, agents or delegates. A non-remunerated Trustee may also insure himself and any of these persons against liability for breach of trust not involving fraud or wilful wrongdoing or negligence of the Trustee or the person concerned.

18.4 A Trustee who carries on a profession or business may charge for services rendered on a basis agreed with the Company. A firm or company in which a Trustee is interested or by which he is employed may also charge for services rendered on this basis.

COVENANT BY THE PARTICIPATING COMPANIES

The Participating Companies hereby jointly and severally covenant with the Trustees that they shall pay to the Trustees all sums which they are required to pay under the Rules and shall at all times comply with the Rules.

ACCEPTANCE OF GIFTS

The Trustees may accept gifts of Shares and other assets which shall be held upon the trusts declared by clause 3.2.

The Trustees’ lien over the Trust Fund in respect of liabilities incurred by them in the performance of their duties (including the repayment of borrowed money and tax liabilities) shall be enforceable subject to the following restrictions:

the Trustees shall not be entitled to resort to Partnership Share Money for the satisfaction of any of their liabilities; and

the Trustees shall not be entitled to resort to Plan Shares for the satisfaction of their liabilities except to the extent that this is permitted by the Plan.

AMENDMENTS TO THE PLAN

The Company may, with the Trustees’ written consent, from time to time amend the Plan provided that:

no amendment which would adversely prejudice to a material extent the rights attaching to any Plan Shares may be made nor may any alteration be made giving to Participating Companies a beneficial interest in Plan Shares;

if the Plan is a Schedule 2 SIP at the time of an amendment or addition, any amendment or addition to a “key feature” (as defined in paragraph 84(6) of the Schedule) of the Plan shall not cause the requirements of Parts 2 to 9 of the Schedule not to be met in relation to the Plan; and

no amendment to the advantage of Participants or Qualifying Employees may be made to the provisions concerning:

(i) the persons to whom or for the benefit of whom Shares may be appropriated or acquired under the Plan;

(ii) the limitations on the number of Shares to be appropriated to Participants or acquired on their behalf and to be made available under the Plan;

(iii) the maximum entitlement for any one Participant;

(iv) the basis for determining how many Shares Participants receive and the adjustments that may be made following a rights issue or other variation of capital; or

(v) the terms of this clause 22(c),

without the prior approval by ordinary resolution of the members of the Company in general meeting, provided that the Company may alter or add to the Plan without prior shareholder approval if the alteration or addition is a minor alteration to benefit the administration of the Plan, to take account of any change in legislation or to maintain or obtain favourable tax, exchange control or regulatory treatment of any Shares or of any Participant or Participating Company.

23.1 Without the further approval of the Company in general meeting (which may be obtained on a rolling 10-year basis thereafter), no Award of Shares under the Plan may be made later than ten years after the date on which the Plan is first approved by the Company in general meeting.

in accordance with a Plan Termination Notice issued by the Company to the Trustees under paragraph 89 of the Schedule; or

if earlier, on the expiry of the Trust Period.

23.3 The Company shall immediately upon executing a Plan Termination Notice provide a copy of the notice to the Trustees and each individual for whom the Trustees hold Plan Shares or who has entered into a Partnership Share Agreement which was in force immediately before the Plan Termination Notice was issued.

23.4 Upon the issue of a Plan Termination Notice or upon the expiry of the Trust Period paragraph 90 of the Schedule shall have effect.

23.5 Any Shares or other assets which remain undisposed of after the requirements of paragraph 90 of the Schedule have been complied with shall be held by the Trustees upon trust to pay or apply them to or for the benefit of the Participating Companies as at the termination date in such proportion, having regard to their respective contributions, as the Trustees shall in their absolute discretion think appropriate.

NOTICES

Each advice, request, or other communication to be given or made under the Plan shall be in writing and delivered or sent to the relevant party at its address as notified to the other party. To the extent agreed by the Company and the Trustees, communications between the parties to this Deed and to Qualifying Employees or Participants may also be by electronic means.

PROPER LAW

This Deed and the Rules shall be governed by and construed in accordance with the laws of England and Wales.

The parties have executed this deed as a deed on the day and in the year first written above.

Signed as a deed by

Director …………………………………..

Director/Secretary ………………………

Signed as a deed by

Director …………………………………..

Director/Secretary ………………………

Signed as a deed by

Director …………………………………..

Director/Secretary ………………………

Signed as a deed by

Director …………………………………..

Director/Secretary ………………………

SCHEDULE

RULES OF THE LIONTRUST SHARE INCENTIVE PLAN

DEFINITIONS

PURPOSE OF THE PLAN

ELIGIBILITY OF INDIVIDUALS

PARTICIPATION ON SAME TERMS

FREE SHARES (PART A)

PARTNERSHIP SHARES (PART B)

MATCHING SHARES (PART C)

DIVIDEND SHARES (PART D)

COMPANY RECONSTRUCTIONS

RIGHTS ISSUES

DEFINITIONS

The following words and expressions have the following meanings:

“Accumulation Period” in relation to Partnership Shares, the period during which the Trustees accumulate a Qualifying Employee’s Partnership Share Money before acquiring Partnership Shares or repaying it to the employee

“Acquisition Date” (a) in relation to Partnership Shares, where there is no Accumulation Period, the meaning given by paragraph 50(4) of the Schedule;

(b) in relation to Partnership Shares, where there is an Accumulation Period, the meaning given by paragraph 52(5) of the Schedule; and

“Associated Company” the same meaning as in paragraph 94 of the Schedule

“Award” (a) in relation to Free Shares and Matching Shares, the appropriation of Free Shares and Matching Shares to Qualifying Employees in accordance with the Plan; and

(b) in relation to Partnership Shares, the acquisition of Partnership Shares on behalf of Qualifying Employees in accordance with the Plan

and for the avoidance of doubt, Award includes the appropriation and/or acquisition of Shares which are already held by the Trustees (and "Awards" and "Awarded" shall be construed accordingly);

“Award Date” in relation to Free Shares or Matching Shares, the date on which such Shares are awarded

“Capital Receipt” the same meaning as in section 502 of ITEPA 2003

“Company” Liontrust Asset Management PLC

“Connected Company” the same meaning as in paragraph 18(3) of the Schedule

“Control” the same meaning as in section 995 of ITA 2007

“CTA 2010” the Corporation Tax Act 2010

“Dealing Day” a day on which the Stock Exchange is open for the transaction of business

“Deed” the trust deed constituting the Plan with any subsequent amendment thereto

“Dividend Shares” Shares acquired on behalf of a Participant from reinvestment of dividends under Part D of the Rules which are subject to the Plan

“Employees’ Share Scheme” has the meaning given by section 1166 of the Companies Act 2006

“Free Share Agreement” an agreement between the Company and a Qualifying Employee relating to the terms of an Award of Free Shares

“Free Shares” Shares awarded under Part A of the Rules which are subject to the Plan

“HMRC” His Majesty’s Revenue and Customs

“Holding Period” (a) in relation to Free Shares, the period specified by the Company as mentioned in Rules 5.12 and 5.13;

(b) in relation to Matching Shares, the period specified by the Company as mentioned in Rules 7.5 and 7.6; and

“Initial Market Value” the Market Value of a Share on an Award Date

“ITA 2007” the Income Tax Act 2007

“ITEPA 2003” the Income Tax (Earnings and Pensions) Act 2003

“ITTOIA 2005” the Income Tax (Trading and Other Income) Act 2005

(i) if, and only if, all the Shares acquired for the Plan on an Acquisition Date or an Award Date are purchased and awarded to all Participants on the same day, the average of the prices paid by the Trustees for those Shares;

(ii) if all the Shares acquired for Award are not purchased and awarded to all Participants on the same day, the middle market quotation of a Share as derived from the Stock Exchange Daily Official List on the immediately preceding Dealing Day

PROVIDED THAT the Market Value of a Share subject to a Restriction shall be determined as if it were not subject to the Restriction

“Matching Shares” Shares awarded under Part C of the Rules which are subject to the Plan

“NICs” National Insurance Contributions

“Participant” an individual who has received under the Plan an Award of Free Shares, Matching Shares or Partnership Shares, or on whose behalf Dividend Shares have been acquired

“Participating Company” the Company and such of its Subsidiaries as are parties to the Deed or have executed deeds of adherence to the Plan under clause 16 of the Deed

“Partnership Share Agreement” an agreement between the Company, the Trustees and a Qualifying Employee relating to the terms of an Award of Partnership Shares

“Partnership Shares” Shares awarded under Part B of the Rules which are subject to the Plan

“Partnership Share Money” money deducted from a Qualifying Employee’s Salary pursuant to a Partnership Share Agreement and held by the Trustees to acquire Partnership Shares or to be returned to such a person

whether Shares are awarded; or

the number or value of Shares awarded

is conditional on performance targets being met

“Plan” the Liontrust Share Incentive Plan

“Plan Shares” (a) Free Shares, Matching Shares or Partnership Shares awarded to Participants;

(b) Dividend Shares acquired on behalf of Participants; and

that remain subject to the Plan

“Plan Termination Notice” a notice issued under paragraph 89 of the Schedule

“Qualifying Corporate Bond” the same meaning as in section 117 of the Taxation of Chargeable Gains Act 1992

“Qualifying Employee” an employee who must be invited to participate in an Award in accordance with Rule 3.5 and any employee who the Company have invited in accordance with Rule 3.6

(a) in the case of Free Shares a period not exceeding 18 months before the Award is made;

(b) in the case of Partnership Shares and Matching Shares where there is an Accumulation Period a period not exceeding six months before the start of the Accumulation Period; and

(c) in the case of Partnership Shares and Matching Shares where there is no Accumulation Period a period not exceeding 18 months before the deduction of Partnership Share Money relating to the Award

“Relevant Employment” employment by the Company or any Associated Company of the Company

“Restriction” in relation to a Share, the meaning given in paragraph 99(4) of the Schedule

“Rules” these Rules together with any amendments thereto effected in accordance with clause 22 of the Deed

“Salary” the same meaning as in paragraph 43(4) of the Schedule

“Schedule” Schedule 2 to ITEPA 2003

“Schedule 2 SIP” the same meaning as in paragraph 1 and Part 10 of the Schedule

“Shares” ordinary shares in the capital of the Company which comply with the conditions set out in paragraphs 26 to 30 of the Schedule

“Stock Exchange” London Stock Exchange plc or any successor body

“Subsidiary” any company which is for the time being under the Control of the Company

“Tax Year” a year beginning on 6 April and ending on the following 5 April

“Treasury Shares” Shares held in accordance with sections 724 to 732 of the Companies Act 2006

“Trustees” the trustees or trustee of the Plan

“Trust Fund” all assets transferred to the Trustees to be held on the terms of the Deed and the assets from time to time representing such assets, including any accumulations of income

“Trust Period” the period of 80 years beginning with the date of the Deed.

References to any Act, or Part, Chapter, or section shall include any statutory modification, amendment or re-enactment of that Act, for the time being in force.

Words of the masculine gender shall include the feminine and vice versa and words in the singular shall include the plural and vice versa unless, in either case, the context otherwise requires or it is otherwise stated.

PURPOSE OF THE PLAN

The purpose of the Plan is to provide benefits to employees of the Participating Companies in the form of Shares in the Company which give them a continuing stake in the Company in accordance with the Schedule.

ELIGIBILITY OF INDIVIDUALS

Individuals are eligible to participate in an Award only if:

they are employees of a Participating Company;

they have been employees of a qualifying company (within the meaning of paragraph 17 of the Schedule) at all times during any Qualifying Period;

they are eligible on the date(s) set out in paragraph 14 of the Schedule; and

they do not fail to be eligible under Rule 3.2.

An individual is not eligible to participate in an Award if the individual is at the same time to participate in an award under another Schedule 2 SIP established by the Company or a Connected Company. For the purpose of this Rule 3.2, an individual is to be treated as having participated in an award of Free Shares if the individual would have participated in that award but for the individual’s failure to obtain a Performance Allowance.

If an individual participates in an Award in a Tax Year in which he has already participated in an award under one or more other Schedule 2 SIPs established by the Company or a Connected Company, the limits specified in the following Rules shall apply as if the Plan and the other such plan or plans were a single plan:

Rule 5.4 (maximum annual award of Free Shares); and

Rules 6.3 and 6.4 (maximum amount of Partnership Share Money deductions).

the Plan shall not form part of any contract of employment between the Company, a Subsidiary or any Associated Company and any Participant and it shall not confer on any Participant any legal or equitable rights (other than those constituted by the grant of Awards themselves) whatsoever against the Company, a Subsidiary or an Associated Company directly or indirectly or give rise to any cause of action at law or in equity against the Company, a Subsidiary or any Associated Company;

participation in an Award is a matter entirely separate from any pension right or entitlement a Participant may have and from his terms or conditions of employment and participation in the Plan shall in no respect whatever affect his pension rights or entitlements or terms or conditions of employment and in particular (but without limiting the generality of the foregoing) any Participant who ceases to be an employee of any Company, Subsidiary or Associated Company shall not be entitled to any compensation for any loss of any right or benefit or prospective right or benefit under the Plan which he might otherwise have enjoyed whether such compensation is claimed by way of damages for wrongful dismissal or other breach of contract or by way of compensation for loss of office or otherwise howsoever and notwithstanding that he may have been dismissed wrongfully or unfairly (within the meaning of the Employment Rights Act 1996).

Employees who must be invited to participate in Awards

Individuals shall be eligible to receive an Award of Shares under the Plan if they meet the requirements in Rule 3.1 and are UK resident taxpayers (within the meaning of paragraph 8(2) of the Schedule). In this case they shall be invited to participate in any Awards of Free Shares, Partnership Shares or Matching Shares, and acquisitions of Dividend Shares, as are set out in the Plan.

Employees who may be invited to participate in Awards

The Company may also invite any employee who meets the requirements in Rule 3.1 to participate in any Award of Free Shares, Partnership Shares or Matching Shares, and acquisitions of Dividend Shares, as are set out in the Plan.

PARTICIPATION ON SAME TERMS

Every Qualifying Employee shall be invited to participate in an Award on the same terms. All who do participate in an Award shall do so on the same terms.

The Company may make an Award of Free Shares to Qualifying Employees by reference to their remuneration, length of service or hours worked.

The Company may make an Award of Free Shares to Qualifying Employees by reference to their performance as set out in Rule 5.5.

PART A

FREE SHARES

The Company may at any time invite every Qualifying Employee to enter into a Free Share Agreement, should the Company decide to offer Free Shares, in accordance with this Part of the Rules. The Company may choose to specify in the invitation that the Qualifying Employees who receive such invitations shall be deemed to have accepted the offer of Free Shares and to have signed the Free Share Agreement unless they notify the Company in writing that they do not want to accept the offer no later than a deadline date (which shall be no earlier than 25 days after the date of the invitation).

The Trustees, acting with the prior consent of the Company, may from time to time award Free Shares to Qualifying Employees who have entered into Free Share Agreements or who are deemed to have signed a Free Share Agreement under Rule 5.1.

The number of Free Shares to be awarded by the Trustees to each such Qualifying Employee on an Award Date shall be determined by the Company in accordance with this Rule.

Maximum annual Award

The Initial Market Value of the Free Shares awarded to a Qualifying Employee in any Tax Year shall not exceed £3,600 (or such other amount as may be permitted under paragraph 35 of the Schedule and approved by the Company).

Allocation of Free Shares by reference to performance

The Company may stipulate that the number of Free Shares (if any) to be awarded to each Qualifying Employee on a given Award Date shall be determined by reference to Performance Allowances.

If Performance Allowances are used, they shall apply to all Qualifying Employees.

(a) Performance Allowances shall be determined by reference to such fair and objective criteria (“performance targets”) relating to business results as the Company shall determine over such period as the Company shall specify;

performance targets must be set for performance units of one or more employees; and

for the purposes of an Award of Free Shares an employee must not be a member of more than one performance unit.

Where the Company decides to use Performance Allowances it shall, as soon as reasonably practicable:

notify each employee participating in the Award of the performance targets and measures which, under the Plan, shall be used to determine the number or value of Free Shares awarded to him; and

notify all Qualifying Employees, in general terms, of the performance targets and measures to be used to determine the number or value of Free Shares to be awarded to each Participant in the Award.

The Company shall determine the number of Free Shares (if any) to be awarded to each Qualifying Employee by reference to performance using Method 1 or Method 2. The same method shall be used for all Qualifying Employees for each Award.

Performance Allowances: Method 1

at least 20% of Free Shares awarded in any performance period shall be awarded without reference to performance;

the remaining Free Shares shall be awarded by reference to performance; and

the highest Award made to an individual by reference to performance in any period shall be no more than four times the highest Award to an individual without reference to performance.

the Free Shares awarded without reference to performance (paragraph (a) above) shall be awarded on the same terms mentioned in Rule 4; and

the Free Shares awarded by reference to performance (paragraph (b) above) need not be allocated on the same terms mentioned in Rule 4.

Performance Allowances: Method 2

some or all Free Shares shall be awarded by reference to performance;

the performance targets set in connection with an Award must, at the time they are set, be reasonably viewed as being comparable in terms of the likelihood of their being met by the performance units to which they apply;

the Award of Free Shares to Qualifying Employees who are members of the same performance unit shall be made on the same terms, as mentioned in Rule 4; and

Free Shares awarded for each performance unit shall be treated as separate Awards.

Holding Period for Free Shares

The Company shall, in relation to each Award Date, specify a Holding Period throughout which a Participant shall be bound by the terms of the Free Share Agreement.

The Holding Period shall, in relation to each Award, be a specified period of not less than 3 years nor more than 5 years, beginning with the Award Date and shall be the same for all Participants who receive an Award at the same time. The Holding Period shall not be increased in respect of Free Shares already awarded under the Plan.

to accept an offer for any of their Free Shares if the acceptance or agreement shall result in a new holding being equated with those Shares for the purposes of capital gains tax; or

to accept an offer of a Qualifying Corporate Bond (whether alone or with other assets or cash or both) for their Free Shares if the offer forms part of such a general offer as is mentioned in paragraph (c) below; or

to accept an offer of cash, with or without other assets, for their Free Shares if the offer forms part of a general offer which is made to holders of shares of the same class as their Shares, or to holders of shares in the same company (whether or not the general offer is made to different shareholders by different means) and which is made in the first instance on a condition such that if it is satisfied the person making the offer shall have control of that company, within the meaning of sections 450 and 451 of CTA 2010; or

(d) to agree to a transaction affecting their Free Shares or such of them as are of a particular class, if the transaction would be entered into pursuant to a compromise, arrangement or scheme applicable to or affecting:

(i) all of the ordinary share capital of the Company or, as the case may be, all the shares of the class in question; or

(ii) all the shares, or all the shares of the class in question, which are held by a class of shareholders identified otherwise than by reference to their employment or their participation in a Schedule 2 SIP; or

(e) to exercise a right to require the offeror to acquire the Participant’s Free Shares, or such of them as are of a particular class, that arises under section 983 of the Companies Act 2006 in the case of a takeover offer (as defined in section 974 of that act).

The performance targets and measures referred to in this Rule 5 may be relaxed, waived, or amended if an event occurs which causes the Company to consider that any of the existing targets or measures have become unfair or impractical. Provided that any such relaxation, waiver or amendment shall be fair and reasonable and any amended target or measure shall not be any more difficult or any less difficult to satisfy than the original target or measure.

PART B

PARTNERSHIP SHARES

The Company may at any time invite every Qualifying Employee to enter into a Partnership Share Agreement, should the Company decide to offer Partnership Shares, in accordance with this Part of the Rules. The Company shall determine whether there is to be an Accumulation Period. An Accumulation Period may be up to 12 months and shall apply equally to all Qualifying Employees in the Plan.

Partnership Shares shall not be subject to any provision under which they may be forfeited, but they may be subject to a provision requiring the Shares to be offered for sale in the circumstances set out in paragraphs 43(2B) and (2C) of the Schedule.

Maximum amount of deductions

The amount of Partnership Share Money deducted from an employee’s Salary shall not exceed £1,800 in any Tax Year (or such other amount as may from time to time be permitted under paragraph 46 of the Schedule and approved by the Company).

The amount of Partnership Share Money deducted from an employee’s Salary for any Tax Year shall not exceed 10% (or such other percentage as may from time to time be permitted under paragraph 46 of the Schedule and approved by the Company) of the employee’s Salary for the Tax Year.

Any amount deducted in excess of that allowed by Rule 6.3 or Rule 6.4 shall be paid over to the employee, subject to both deduction of income tax under PAYE and NICs, as soon as practicable.

Minimum amount of deductions

The minimum amount to be deducted under the Partnership Share Agreement on any occasion shall be the same in relation to all Partnership Share Agreements entered into in response to invitations issued on the same occasion. It shall not be greater than £10.

Notice of possible effect of deductions on benefit entitlement

Every Partnership Share Agreement shall contain a notice under paragraph 48 of the Schedule.

Restriction imposed on number of Shares awarded

The Company may specify the maximum number of Shares to be included in an Award of Partnership Shares.

The Partnership Share Agreement shall contain an undertaking by the Company to notify each Qualifying Employee of any restriction on the number of Shares to be included in an Award.

if there is no Accumulation Period, before the deduction of the Partnership Share Money relating to the Award; and

if there is an Accumulation Period, before the beginning of the Accumulation Period relating to the Award.

Plan with no Accumulation Period

The Trustees shall acquire Shares on behalf of the Qualifying Employee using the Partnership Share Money. They shall acquire the Shares on the Acquisition Date. The number of Shares awarded to each employee shall be determined in accordance with the Market Value of the Shares on that date.

Plan with Accumulation Period

If there is an Accumulation Period, the Trustees shall acquire Shares on behalf of the Qualifying Employee, on the Acquisition Date, using the Partnership Share Money.

The number of Shares acquired on behalf of each Participant shall be determined, at the discretion of the Company, by reference to the one of:

the Market Value of the Shares at the beginning of the Accumulation Period; or

the Market Value of the Shares on the Acquisition Date; or

the lower of the Market Values mentioned in paragraphs (a) and (b) above.

If a transaction occurs during an Accumulation Period which results in a new holding of shares being equated for the purposes of capital gains tax with any of the Shares to be acquired under the Partnership Share Agreement, the employee may agree that the Partnership Share Agreement shall have effect after the time of that transaction as if it were an agreement for the purchase of shares comprised in the new holding.

Surplus Partnership Share Money

may, with the agreement of the Participant, be carried forward to the next Accumulation Period or the next deduction; and

in any other case, shall be paid over to the Participant, subject to both deduction of income tax under PAYE and NICs, as soon as practicable.

Scaling down

If the total number of Partnership Shares to be purchased on any Acquisition Date would result in the maximum determined in accordance with Rule 6.8 to be exceeded, then the number of Partnership Shares purchased on behalf of each Qualifying Employee under Rule 6.11 or 6.12 shall be reduced proportionately to the extent necessary to keep within the maximum.

Stopping and re-starting deductions

An employee may stop or re-start deductions under a Partnership Share Agreement at any time by notice in writing to his employing company. Unless a later date is specified in the notice, such notice shall take effect 30 days after his employing company receives it.

Withdrawal from Partnership Share Agreement

An employee may withdraw from a Partnership Share Agreement at any time by notice in writing to the Company. Unless a later date is specified in the notice, such a notice shall take effect 30 days after the Company receives it. Any Partnership Share Money then held on behalf of the employee shall be paid over to that employee as soon as practicable. This payment shall be subject to income tax under PAYE and NICs.

Repayment of Partnership Share Money on ceasing to be a Schedule 2 SIP or termination

If the Plan ceases to be a Schedule 2 SIP or a Plan Termination Notice is issued in respect of the Plan, any Partnership Share Money held on behalf of employees shall be repaid to them as soon as practicable, subject to deduction of income tax under PAYE, and NICs.

PART C

MATCHING SHARES

The Partnership Share Agreement shall set out the basis on which a Participant is entitled to Matching Shares, should the Company decide to offer Matching Shares, in accordance with this Part of the Rules.

General requirements for Matching Shares

be Shares of the same class and carrying the same rights as the Partnership Shares to which they relate;

subject to Rule 7.4, be awarded on the same day as the Partnership Shares to which they relate are acquired on behalf of the Participant; and

be awarded to all Participants on exactly the same basis.

Ratio of Matching Shares to Partnership Shares

The Partnership Share Agreement shall specify the ratio of Matching Shares to Partnership Shares for the time being offered by the Company and that ratio shall not exceed 2:1. The Company may vary the ratio before Partnership Shares are acquired. Employees shall be notified of the terms of any such variation before the Partnership Shares are awarded under the Partnership Share Agreement.

If the Partnership Shares acquired on the day referred to in Rule 7.2(b) above are not sufficient to produce a Matching Share, the match shall be made when sufficient Partnership Shares have been acquired to allow at least one Matching Share to be appropriated.

Holding Period for Matching Shares

The Company shall, in relation to each Award Date, specify a Holding Period throughout which a Participant shall be bound by the terms of the Partnership Share Agreement.

to accept an offer for any of their Matching Shares if the acceptance or agreement shall result in a new holding being equated with those original Shares for the purposes of capital gains tax; or

to accept an offer of a Qualifying Corporate Bond (whether alone or with other assets or cash or both) for their Matching Shares if the offer forms part of such a general offer as is mentioned in paragraph (c) below; or

to accept an offer of cash, with or without other assets, for their Matching Shares if the offer forms part of a general offer which is made to holders of shares of the same class as their Shares or to the holders of shares in the same company (whether or not the general offer is made to different shareholders by different means), and which is made in the first instance on a condition such that if it is satisfied the person making the offer shall have control of that company, within the meaning of sections 450 and 451 of CTA 2010; or

to agree to a transaction affecting their Matching Shares or such of them as are of a particular class, if the transaction would be entered into pursuant to a compromise, arrangement or scheme applicable to or affecting:

(i) all of the ordinary share capital of the Company or, as the case may be, all the shares of the class in question; or

(e) to exercise a right to require the offeror to acquire the Participant’s Matching Shares, or such of them as are of a particular class, that arises under section 983 of the Companies Act 2006 in the case of a takeover offer (as defined in section 974 of that act).

PART D

DIVIDEND SHARES

Reinvestment of cash dividends

The Free Share Agreement or Partnership Share Agreement, as appropriate, shall set out the rights and obligations of Participants receiving Dividend Shares under the Plan.

The Company may direct that some or all of any cash dividend in respect of Plan Shares held on behalf of Participants may be applied in acquiring further Plan Shares on their behalf (“reinvested”).

of the same class and carrying the same rights as the Shares in respect of which the dividend is paid; and

which are not subject to any provision for forfeiture, but they may be subject to a provision requiring the Shares to be offered for sale in the circumstances set out in paragraphs 65(2) and (3) of the Schedule.

apply some or all Participants’ dividends to acquire Dividend Shares;

pay all dividends in cash to all Participants; or

offer Participants the choice of either (a) or (b) above.

The Company may modify or revoke any direction for reinvestment of cash dividends.

In exercising their powers in relation to the acquisition of Dividend Shares the Trustees must treat Participants fairly and equally.

If the amounts received by the Trustees exceed any limit set by the Company under Rule 8.4(a), the balance shall be paid to the Participant as soon as practicable.

To the extent that dividends are to be reinvested, the Trustees shall apply all the cash dividends to acquire Shares on behalf of the Participant on the Acquisition Date. The number of Dividend Shares acquired on behalf of each Participant shall be determined by the Market Value of the Shares on the Acquisition Date.

Certain amounts not reinvested to be carried forward

because the amount of the cash dividend is insufficient to acquire a Share; or

because there is an amount remaining after acquiring the Dividend Shares;

may be retained by the Trustees and carried forward to be added to the amount of the next cash dividend to be reinvested.

the Participant ceases to be in Relevant Employment; or

a Plan Termination Notice is issued

any amount retained under Rule 8.9 which has not been reinvested shall be repaid to the Participant as soon as practicable. On making such a payment, the Participant shall be provided with the information specified in paragraph 80(4) of the Schedule.

Holding Period for Dividend Shares

The Holding Period shall be a period of three years, beginning with the Acquisition Date.

to accept an offer for any of their Dividend Shares if the acceptance or agreement shall result in a new holding being equated with those Shares for the purposes of capital gains tax; or

to accept an offer of a Qualifying Corporate Bond (whether alone or with other assets or cash or both) for their Dividend Shares if the offer forms part of such a general offer as is mentioned in paragraph (c) below; or

to accept an offer of cash, with or without other assets, for their Dividend Shares if the offer forms part of a general offer which is made to holders of shares of the same class as their Shares or to holders of shares in the same company (whether or not the general offer is made to different shareholders by different means), and which is made in the first instance on a condition such that if it is satisfied the person making the offer shall have control of that company, within the meaning of sections 450 and 451 of CTA 2010; or

to agree to a transaction affecting their Dividend Shares or such of them as are of a particular class, if the transaction would be entered into pursuant to a compromise, arrangement or scheme applicable to or affecting:

(i) all of the ordinary share capital of the Company or, as the case may be, all the shares of the class in question; or

(e) to exercise a right to require the offeror to acquire the Participant’s Dividend Shares, or such of them as are of a particular class, that arises under section 983 of the Companies Act 2006 in the case of a takeover offer (as defined in section 974 of that act).

Where a Participant is charged to tax in the event of his Dividend Shares ceasing to be subject to the Plan, he shall be provided with the information specified in paragraph 80(4) of the Schedule.

COMPANY RECONSTRUCTIONS

The following provisions of this Rule apply if there occurs in relation to any of a Participant’s Plan Shares (referred to in this Rule as “the Original Holding”):

a transaction which results in a new holding (referred to in this Rule as “the New Holding”) being equated with the Original Holding for the purposes of capital gains tax; or

a transaction which would have that result but for the fact that what would be the New Holding consists of or includes a Qualifying Corporate Bond.

If an issue of shares of any of the following description (in respect of which a charge to income tax arises) is made as part of a company reconstruction, those shares shall be treated for the purposes of this Rule as not forming part of the New Holding:

redeemable shares or securities issued as mentioned in paragraph C or D in section 1000(1) of CTA 2010 (distributions);

share capital issued in circumstances such that section 1022(3) of CTA 2010 (bonus issue following repayment of share capital) applies; or

share capital to which section 410 of ITTOIA 2005 (stock dividends) applies that is issued in a case where subsection (2) or (3) of that section applies.

“Corresponding Shares” in relation to any New Shares, means the Shares in respect of which the New Shares are issued or which the New Shares otherwise represent;

“New Shares” means shares comprised in the New Holding which were issued in respect of, or otherwise represent, shares comprised in the Original Holding.

Subject to the following provisions of this Rule, references in this Plan to a Participant’s Plan Shares shall be respectively construed, after the time of the company reconstruction, as being or, as the case may be, as including references to any New Shares.

a company reconstruction shall be treated as not involving a disposal of Shares comprised in the Original Holding; and

the date on which any New Shares are to be treated as having been appropriated to or acquired on behalf of the Participant shall be that on which Corresponding Shares were so appropriated or acquired.

In the context of a New Holding, any reference in this Rule to shares includes securities and rights of any description which form part of the New Holding for the purposes of Chapter II of Part IV of the Taxation of Chargeable Gains Act 1992.

RIGHTS ISSUES

Any shares or securities allotted under clause 12 of the Deed shall be treated as Plan Shares identical to the shares in respect of which the rights were conferred. They shall be treated as if they were awarded to or acquired on behalf of the Participant under the Plan in the same way and at the same time as those Plan Shares.

to shares and securities allotted as the result of taking up a rights issue where the funds to exercise those rights were obtained otherwise than by virtue of the Trustees disposing of rights in accordance with this rule; or

where the rights to a share issue attributed to Plan Shares are different from the rights attributed to other ordinary shares of the Company.

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