Liontrust Asset Management PLC

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Grant of Awards 1
Plan limits 2
Individual limit 3
Award Price 3
Performance Target and conditions 4
Malus 4
Clawback 5
Vesting of Award (and exercise of Options) 7
Holding Period 10
Vesting of Award (and exercise of Options) in special circumstances 11
Takeover and other corporate events 12
Exchange of Awards 14
Lapse of Awards 15
Adjustments on Reorganisation 15
Tax and social security withholding 16
Rights and listing of Plan Shares 16
Relationship of the Plan to contract of employment 16
Administration of the Plan 17
Amendment of the Plan 18
Notices 19
Governing law and jurisdiction 19
Interpretation 19

Subject to Rule 1.6, the Grantor may grant Awards only during the 42 days beginning on:

Awards may not be granted:

10 per cent in 10 years

5 per cent in 10 years

For the purpose of the limits contained in Rules 2.2 and 2.3:

In this Rule 7, Trigger Events means:

provided that the total amount represented by:

Subject to Rules 5, 10 and 11, an Award will Vest on the later of:

Subject to the Rules, the effect of an Award Vesting shall be:

Where the Company has in place a Directors’ Remuneration Policy:

Subject to Rule 15, the Grantor may on the exercise of an Option:

US Taxpayers

Notwithstanding anything to the contrary contained in the Plan:

In this Rule 9:

If an Award Holder ceases to be in Relevant Service by reason of:

Where the Committee is aware that an event is likely to occur under Rule 11 (a Relevant Event):

Where an event occurs under Rules 11.1 to 11.5 which:

The following applies in respect of the New Awards:

Notwithstanding any other provision of the Rules, an Award shall lapse on the earliest of:

Notwithstanding any other provision of the Plan:

except for:

An amendment may not materially adversely affect the rights of an existing Award Holder except:

Grantor means:

HMRC means Her Majesty’s Revenue & Customs;

ITA 2007 means the Income Tax Act 2007;

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

Market Value on any day means:

Vest means:

In the Plan, unless otherwise specified:

4 PwCThe Liontrust Asset Management plc 2024 Long Term Incentive Plan

Draft 1

The Liontrust Asset Management plc 2024 Long Term Incentive Plan
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DraftLiontrust Asset Management plc

Liontrust Asset Management plc

The Liontrust Asset Management plc 2024 Long Term Incentive Plan

Shareholder approval: [●]

Board adoption: [●]

Plan expires: [●]

Table of contents

Grant of Awards

Awards granted by Grantor

Subject to Rules 1.5, 1.6, 1.7 and 18.3, the Grantor may from time to time grant Awards to Eligible Employees.

Terms of Awards and Directors’ Remuneration Policy limitations

Subject to the Rules, the Grantor will in its absolute discretion decide whether or not any Awards are to be granted at any particular time and, if they are, to whom they are granted and the terms of such Awards. Where Awards are not granted by the Committee, the terms must be approved in advance by the Committee.

Where the Company has in place a Directors’ Remuneration Policy approved by the Company in general meeting, the terms of an Award to be granted to an Eligible Employee who is a director of the Company must fall within the scope of the Directors’ Remuneration Policy most recently approved by the Company in a general meeting. Such terms may include, by way of example, but without limitation, any relevant individual limit under Rule 3 and any Performance Target set under Rule 5.

Procedure for grant of Awards and Grant Date

An Award shall be granted by the Grantor passing a resolution. The Grant Date shall be the date on which the Grantor passes the resolution or any later date specified in the resolution and allowed by Rule 1.5. The grant of an Award shall be evidenced by a deed executed by or on behalf of the Grantor.

An Award Certificate shall be issued to each Award Holder as soon as reasonably practicable following the grant of the Award.

Terms and conditions included in Award Certificate

An Award Certificate shall be in such form of document as the Committee may determine from time to time and shall state all of the following:

whether the Award comprises an Option or a Conditional Share Award;

the Grant Date;

the number of Plan Shares subject to the Award or the basis on which the number of Plan Shares will be calculated;

the Award Price (if any);

whether the relevant Eligible Employee will be required to pay all or any part of the Employer’s NIC in relation to the Award;

the date or dates on which the Award will normally Vest and if more than one date is specified, the number or proportion of the Plan Shares subject to an Award which will normally vest on each of those dates;

whether or not any dividend equivalents will be payable under Rule 8.9;

in the case of an Option, the Exercise Period;

any Performance Target and any other condition imposed under Rule 5.1;

the application and duration of any Holding Period;

whether Rule 6 (Malus) and/or Rule 7 (Clawback) shall apply to the Award; and

any further conditions of the Award (if applicable).

The Grantor may grant an Award in any number of tranches, where the terms (as referred to in this Rule) are different. In these circumstances, the Rules will be interpreted as if each tranche was a standalone Award.

When Awards may be granted

the date of shareholder approval of the Plan;

the day after the announcement of the Company’s results, including a preliminary announcement, for any period through a Regulatory Information Service;

any day on which the Committee determines that circumstances are sufficiently exceptional to justify the grant of the Award at that time; or

the day after the lifting of any Dealing Restrictions which prevented the granting of Awards during any of the times described above.

When Awards may not be granted

when prevented by any Dealing Restrictions; or

after the 10th anniversary of adoption of the Plan.

Who can be granted Awards

An Award may only be granted to an individual who, on the Grant Date, is an Eligible Employee. Unless the Committee decides otherwise, an Award will not be granted to an Eligible Employee who on or before the Grant Date has given or received notice of termination of employment (whether or not lawful).

Confirmation of acceptance of Award

The Grantor may require an Eligible Employee who is (or is to be) granted an Award to confirm their acceptance of the Rules and the terms of any Award granted to them by a specified date. Such confirmation will be in a manner and form set by the Grantor (which may require the Eligible Employee to confirm acceptance on a portal or execute a document). The Grantor may provide that the Award will lapse (and as a result be treated as never having been granted) if the confirmation of acceptance is not provided by the specified date, or provide that the Award will not Vest until they do so agree in writing.

Right to refuse Award

An Award Holder may by notice in writing to the Company within 30 days after the Grant Date say they do not want their Award in whole or part. In such a case, the Award shall to that extent be treated as never having been granted.

No payment for an Award

An Award Holder shall not be required to make payment for the grant of an Award unless the Committee determines otherwise. Where an Award Holder refuses their Award pursuant to the terms of Rule 1.9, no payment in connection with the refusal is required from the Award Holder or the Grantor.

Awards non-transferable

An Award shall be personal to the Award Holder and, except in the case of the death of an Award Holder, an Award shall not be capable of being transferred, charged or otherwise alienated and shall lapse immediately if the Award Holder purports to transfer, charge or otherwise alienate the Award.

Plan limits

General

The aggregate number of Plan Shares over which Awards may be granted shall be limited as set out in this Rule 2.

An Award may not be granted if the result of granting the Award would be that the aggregate number of new issue Plan Shares issued or committed to be issued in the preceding 10-year period to satisfy:

Awards under the Plan; or

options or awards granted under any other Employees’ Share Scheme (whether or not discretionary) operated by the Group,

would exceed 10 per cent of the Company’s issued ordinary share capital at that time.

Awards granted under the Plan to Executive Directors; or

options or awards granted under any other discretionary Employees’ Share Scheme adopted by the Group to Executive Directors,

would exceed 5 per cent of the Company’s issued ordinary share capital at that time.

Calculation

for as long as required by The Investment Association Principles of Remuneration, treasury shares shall be included in the limit as if they were new issue shares;

there shall be disregarded any Plan Shares where the right to acquire the Plan Shares has lapsed or been renounced;

there shall be disregarded any Plan Shares which the Trustees have purchased, or determined that they will purchase, in order to satisfy an Award or the exercise of an option or the vesting of other rights of an employee under any other Employees’ Share Scheme operated by the Group; and

any Plan Shares issued or issuable to satisfy an Award, or on the exercise of an option or the vesting of other rights of an employee under any other Employees’ Share Scheme operated by the Group, shall be taken into account once only (when the Award is granted or the option is granted or the right awarded) and shall not fall out of account when the Award Vests, the option is exercised or other rights vest.

Scaling down

If the granting of an Award would cause the limits in this Rule 2 to be exceeded, such Award shall take effect as an Award over the maximum number of Plan Shares which does not cause the limits to be exceeded. If more than one Award is granted on the same Grant Date, the number of Plan Shares which would otherwise be subject to each Award shall be reduced pro rata.

Individual limit

The Grantor may grant Awards of such quantum as it considers appropriate, save that an Award may not be granted to an Executive Director if it would exceed the applicable limit set out in the Directors’ Remuneration Policy which the Company has in place at that time.

Award Price

The Award Price (if any) shall be determined by the Grantor and may be any amount (including nil).

Where the Grantor has determined that an Award will be satisfied by the issue of Plan Shares and the Award Price per Plan Share is less than the nominal value of a Plan Share, the Company will ensure that at the time of the issue of the Plan Shares arrangements are in place to pay up at least the nominal value of the relevant Plan Shares.

Performance Target and conditions

Setting of Performance Target and conditions

The Vesting of an Award and the extent to which it Vests may be subject to the satisfaction of any applicable Performance Target and any other condition set by the Grantor on or before the Grant Date.

Nature of Performance Target and conditions

Any Performance Target and any other condition imposed under Rule 5.1 shall be set out in, or attached in the form of a schedule to, the Award Certificate.

Substitution, variation or waiver of Performance Target and conditions

The Grantor may waive or change any Performance Target or any other condition imposed under Rule 5.1 in accordance with its terms.

If an event occurs which causes the Grantor to consider that any Performance Target and/or any other condition imposed under Rule 5.1 subject to which an Award has been granted is no longer appropriate, the Grantor may substitute, vary or waive that Performance Target and/or any other condition in such manner (and make such consequential amendments to the Rules) as:

is reasonable in the circumstances; and

except in the case of waiver, produces a fairer measure of performance and is not materially less difficult to satisfy than if the event had not occurred.

The Award shall then take effect subject to the Performance Target and/or any other condition as substituted, varied or waived.

Notification of Award Holders

The Grantor shall, as soon as practicable, notify each Award Holder concerned of any determination made by it under Rule 5.3.

Malus

Notwithstanding any other provision of the Rules, the Committee may, at the time of Vesting of an Award to which the Committee has specified under Rule 1.4.11 that this Rule 6 applies, or at any time before, reduce the number of Plan Shares subject to an Award in whole or in part (including, for the avoidance of doubt, to nil) or impose additional conditions on the Award in the following circumstances:

discovery of a material misstatement resulting in an adjustment in the audited consolidated accounts of the Company or the audited accounts of any other Group Member; and/or

action or conduct of an Award Holder which, in the reasonable opinion of the Committee, amounts to fraud or gross misconduct; and/or

events or behaviour of an Award Holder have led to the censure of a Group Member by a regulatory authority or have had a significant detrimental impact on the reputation of any Group Member provided that the Committee is satisfied that the relevant Award Holder was responsible for the censure or reputational damage and that the censure or reputational damage is attributable to them; and/or

a significant failure in risk management and control of the Company, any other Group Member or a business unit of the Group occurs or is discovered; and/or

an Award Holder, in the reasonable opinion of the Committee, participated in or was responsible for conduct which resulted in significant financial loss to the Company or any other Group Member; and/or

failure of an Award Holder to meet appropriate standards of fitness and propriety, in the reasonable opinion of the Committee.

In determining any reduction which should be applied under this Rule 6, the Committee shall act fairly and reasonably but its decision shall be final and binding.

For the avoidance of doubt, any reduction under this Rule 6 may be applied on an individual basis as determined by the Committee. Whenever a reduction is made under this Rule 6, the relevant Award shall be treated as having lapsed to that extent.

Clawback

Trigger Events

discovery of a material misstatement resulting in an adjustment in the audited consolidated accounts of the Company or the audited accounts of any other Group Member for a period that was wholly or partly before the end of the period over which the Performance Target applicable to an Award was assessed; and/or

action or conduct of an Award Holder occurs or is discovered which, in the reasonable opinion of the Committee, amounts to fraud or gross misconduct; and/or

a significant failure in risk management and control of the Company, any other Group Member or a business unit of the Group occurs or is discovered; and/or

failure of an Award Holder to meet appropriate standards of fitness and propriety, in the reasonable opinion of the Committee.

Application

Notwithstanding any other provision of the Rules, if, at any time during the period of two years following the Vesting of an Award to which the Committee has specified under Rule 1.4.11 that this Rule 7 applies, a Trigger Event occurs, then:

Rules 7.3 to 7.7 and 7.9 shall apply; and

where the Award takes the form of an Option and the Award Holder has not exercised such Option, Rule 7.8 shall also apply.

If an investigation into the conduct or actions of any Award Holder or any Group Member has started before the second anniversary of Vesting of an Award to which the Committee has specified under Rule 1.4.11 that this Rule 7 applies, the Committee may, in its absolute discretion, determine that the provisions of Rules 7.3 to 7.9 may be applied to that Award until such later date as the Committee may determine to allow such investigation to be completed.

Clawback methods

Where Rule 7.2 applies, the Committee may in its absolute discretion require the relevant Award Holder to:

transfer to the Company (or, if required by the Company, any other person specified by the Company) all or some of the Plan Shares acquired by the Award Holder (or their nominee) pursuant to the Vesting of the Award or, in the case of an Award which is an Option, the exercise of that Option; and/or

pay to the Company (or, if required by the Company, any other person specified by the Company) an amount equivalent to all or part of the proceeds of sale, or in the event of a disposal of the Plan Shares at a price which the Committee reasonably determines was less than market value at the time of disposal and where the disposal was not made at arm’s length, an amount equivalent to the market value (as reasonably determined by the Committee) at the time of disposal, of all or some of the Plan Shares acquired pursuant to the Vesting of the Award or, in the case of an Award which is an Option, the exercise of that Option; and/or

pay to the Company (or, if required by the Company, any other person specified by the Company) an amount equivalent to all or part of the amount of any cash in respect of an Award paid to or for the benefit of the Award Holder; and/or

pay to the Company (or, if required by the Company, any other person specified by the Company) an amount equivalent to all or part of any benefit or value derived from or attributable to the Plan Shares referred to in paragraph 1 above (including but not limited to any special dividend or additional or replacement shares) on such terms as the Committee may reasonably direct,

less in each case the amount of tax and social security contributions actually paid (or due to be paid) by the Award Holder in respect of the acquisition of the Plan Shares and/or payment of cash in respect of an Award.

Award Holder’s obligation to recover tax

In addition to the obligation of the Award Holder as described above, the Award Holder shall use their best endeavours to seek and obtain repayment or credit from HMRC or any relevant overseas tax authority of the tax and social security contributions paid on the Award Holder’s behalf in relation to the Award as soon as reasonably practicable and to notify the Company of such claim and/or receipt of any credit or payment from HMRC (or any relevant overseas tax authority) in this regard. Following such notification the Company will be entitled to require the Award Holder to make a payment to it within 30 days of an amount equivalent to the amount of any payment or credit received from HMRC (or any relevant overseas tax authority).

Authorisation of deductions

By accepting the grant of an Award, the Award Holder authorises the Company or such other Group Member as may be the employer (or former employer) of the Award Holder to make deductions from any payment owing to them including but not limited to salary, bonus, holiday pay or otherwise in respect of any sum which would otherwise be payable by the Award Holder under this Rule 7.

Timing of transfers, payments and repayments

Any transfers, payments or repayments to be made by the Award Holder under this Rule 7 shall be made within 30 days of the date the Award Holder is notified in writing of the transfer required or the amount due, as appropriate.

Additional methods of effecting clawback

In addition to or in substitution for the actions described above that the Committee may take under Rule 7.3 (the Actions), the Committee may:

reduce the amount (including, for the avoidance of doubt, to nil) of any future bonus payable to the Award Holder; and/or

determine that the number of Plan Shares over which an award or right to acquire Plan Shares that may otherwise be granted to the Award Holder under any Employees’ Share Scheme operated by any Group Member (other than any tax-advantaged employee share plan that complies with the requirements of Schedules 2 or 3 of ITEPA 2003) shall be reduced by such number as the Committee may determine (including for the avoidance of doubt to nil); and/or

reduce the number of Plan Shares (including, for the avoidance of doubt, to nil) subject to any award or right to acquire Plan Shares which has been granted to the Award Holder under any Employees’ Share Scheme operated by any Group Member (other than any tax-advantaged employee share plan that complies with the requirements of Schedules 2 to 4 of ITEPA 2003) before the date on which the relevant award or right vests or becomes exercisable by such number as the Committee may determine; and/or

reduce the number of Plan Shares (including, for the avoidance of doubt, to nil) subject to any option to acquire Plan Shares which has been granted to the Award Holder under any Employees’ Share Scheme operated by any Group Member (other than any tax-advantaged employee share plan that complies with the requirements of Schedules 2 to 4 of ITEPA 2003) which has vested but not yet been exercised by such number as the Committee may determine,

reductions under this Rule 7.7;

reductions under Rule 7.8; and

the amount represented by any transfer and any amount or value payable under Rule 7.3,

shall not, in the Committee’s reasonable opinion, exceed the amount represented by any transfer and any amount or value which would have been due if the Committee had only carried out the Actions.

Reduction of unexercised Option

Where Rule 7.2 applies and the Award takes the form of an Option which the Award Holder has not exercised in full, the Committee may in its absolute discretion reduce the number of Plan Shares which remain subject to such Option (including, for the avoidance of doubt, to nil). In addition to or in substitution for reducing such Option, the Committee may take any of the actions set out in Rules 7.7.1 to 7.7.4 provided that the total amount represented by reductions under Rules 7.7.1 to 7.7.4 and any reduction of the Option under this Rule 7.8 shall not, in the Committee’s reasonable opinion, exceed the amount which would have been represented by the reduction of the Option only.

General provisions

In carrying out any action under this Rule 7, the Committee shall act fairly and reasonably but its decision shall be final and binding.

For the avoidance of doubt, any action carried out under this Rule 7 may be applied on an individual basis as determined by the Committee. Whenever a reduction of an Award, right to acquire Plan Shares or option is made under this Rule 7, the relevant Award, right to acquire Plan Shares or option shall be treated to that extent as having lapsed.

Interaction with other plans

The Committee may determine at any time to reduce the number of Plan Shares subject to an Award (including, for the avoidance of doubt, to nil) either:

to give effect to one or more provisions of any form which are equivalent to those in this Rule 7 (Clawback Provisions) contained in any Employees’ Share Scheme operated by any Group Member (other than the Plan) or any bonus or incentive plan operated by any Group Member; or

as an alternative to giving effect to any such Clawback Provisions.

The value of any reduction under Rule 7.10.1 shall be determined in accordance with the terms of the relevant Clawback Provisions in the relevant Employees’ Share Scheme or bonus or incentive plan as interpreted by the Committee in its absolute discretion.

The value of any reduction under Rule 7.10.2 shall be determined as if the terms of the relevant Clawback Provisions in the relevant Employees’ Share Scheme or bonus or incentive plan applied as interpreted by the Committee in its absolute discretion.

Vesting of Award (and exercise of Options)

Earliest date for Vesting of Awards

the relevant date specified under Rule 1.4.6; and

the date on which the Committee determines that any Performance Target and/or any other conditions imposed under Rule 1.4.9, Rule 1.4.12 or Rule 5.1 have been satisfied.

The Grantor may determine that Vesting of the Award shall be delayed until any relevant investigation or other procedure relevant to an event falling within the scope of Rule 6 or Rule 7 has been completed.

The Grantor may in addition adjust the level of Vesting of an Award upwards or downwards (including for the avoidance of doubt to nil) after the application of any Performance Target and/or any other conditions set by the Grantor if in its opinion:

the level of Vesting resulting from the application of the Performance Target and/or any other conditions is not a fair and accurate reflection of the performance of the Company, the Group or any other Group Member(s); and/or

the level of Vesting resulting from the application of the Performance Target and/or any other conditions is not a fair and accurate reflection of the performance of the Award Holder; and/or

there is any other factor or circumstances which would make the level of Vesting resulting from the application of the Performance Target and/or any other conditions inappropriate without adjustment.

Effect of Award Vesting

in the case of an Option, that the Award Holder is entitled to exercise the Option at any time during the Exercise Period to the extent that it has Vested; and

in the case of a Conditional Share Award, that the Award Holder shall become entitled to the Plan Shares to the extent that the Award has Vested.

No Vesting or exercise while Dealing Restrictions or Directors’ Remuneration Policy restrictions apply

Where the Vesting of an Award is prevented by any Dealing Restriction, the Vesting of that Award shall be delayed until the Dealing Restriction no longer prevents it. Plan Shares may not be issued or transferred to an Award Holder (nor, in the case of an Option, may the Option be exercised) while Dealing Restrictions prevent such issue or transfer or exercise.

the Vesting and/or exercise of an Award held by an Award Holder who is an Executive Director; and

the delivery of Plan Shares or payment of cash pursuant to the Vesting and/or exercise of an Award held by an Award Holder who is an Executive Director,

must where relevant fall within the scope of the Directors’ Remuneration Policy most recently approved by the Company in a general meeting prior to the relevant event in paragraph 1 or 2 above.

Effect of cessation of Relevant Service

Subject to Rule 10, an Award shall Vest and an Option may be exercised only while the Award Holder is in Relevant Service and if an Award Holder ceases to be in Relevant Service, any Award granted to them shall lapse on cessation. This Rule 8.4 shall apply where the Award Holder ceases to be in Relevant Service in any circumstances (including, in particular, but not by way of limitation, where the Award Holder is dismissed unfairly, wrongfully, in breach of contract or otherwise).

An Award Holder who has given or received notice of termination of Relevant Service (whether or not lawful) may not exercise an Award during any period when the notice is effective and an Award granted to them shall not Vest during this period, unless the Committee determines otherwise. If an Award would otherwise have Vested during this period, and the notice is withdrawn by the relevant party, subject to the Rules the Award will Vest when the notice is withdrawn.

Options may be exercised in whole or in part

Subject to Rules 8.3, 8.4 and 15, a Vested Option may be exercised in whole or in part at any time during the Exercise Period. If exercised in part, the unexercised part of the Option shall not lapse as a result and shall remain exercisable until such time as it lapses in accordance with the Rules.

Procedure for exercise of Options

An Option shall be exercised by the Award Holder giving notice to the Grantor (or any person appointed by the Grantor) in the form from time to time prescribed by the Committee, which may include (for the avoidance of doubt) any electronic and/or online notification. Such notice shall specify the number of Plan Shares in respect of which the Option is being exercised, and be accompanied by either the Award Price (if any) in full or confirmation of arrangements satisfactory to the Grantor for the payment of the Award Price, together with any payment and/or documentation required under Rule 15 and, if required, the Award Certificate.

For the avoidance of doubt, the date of exercise of an Option shall be the later of the date of receipt of a duly completed valid notice of exercise (or any later date as may be specified in that notice of exercise) and the date of compliance with the requirements of the first paragraph of this Rule 8.6.

Issue or transfer of Plan Shares

Subject to Rules 8.3, 8.8 and 15 and to any necessary consents and to compliance by the Award Holder with the Rules, the Committee shall, as soon as reasonably practicable and in any event not later than 30 days after:

the exercise date, in the case of an Option, arrange for the issue or transfer to the Award Holder (or a nominee specified or permitted by the Company) of the number of Plan Shares specified in the notice of exercise and make available to the Award Holder, in the case of the partial exercise of an Option, an Award Certificate in respect of, or the original Award Certificate updated to show, the unexercised part of the Option; and

the Vesting of an Award, in the case of a Conditional Share Award, arrange for the issue or transfer to the Award Holder (or a nominee specified or permitted by the Company) of the number of Plan Shares in respect of which the Award has Vested.

Net or cash settling

make a cash payment (or procure that a cash payment is made) as soon as reasonably practicable following exercise of the Option to the Award Holder equal to the Gain on the date of exercise of the Option (and return any Award Price that has been paid in respect of the exercise); or

arrange for the issue or transfer to the Award Holder (or a nominee specified or permitted by the Company) of Plan Shares with a Market Value equal to the Gain on the date of exercise of the Option (rounded down to the nearest whole Plan Share). The Award Holder shall not be required to make payment for these Plan Shares.

Subject to Rule 15, the Committee may on the Vesting of a Conditional Share Award make a cash payment to the Award Holder equal to the Market Value of the Plan Shares in respect of which the Conditional Share Award has Vested.

Where the Grantor settles an Award in the manner described in this Rule 8.8, this shall be in full and final satisfaction of the Award Holder’s rights under the Award.

Dividend Equivalents

An Award may include the right to receive an amount in Plan Shares or cash on or following Vesting (or if there is a Holding Period and the Grantor so specifies, following the end of the Holding Period) equal in value to the dividends which were payable on the number of Plan Shares in respect of which the Award has Vested during the period between the Grant Date and the date of Vesting.

The Grantor may determine at its absolute discretion whether or not the method used to calculate the value of dividends shall assume that such dividends have been reinvested into Plan Shares, on such basis as the Grantor determines.

The Grantor may decide at any time not to apply this Rule 8.9 to all or any part of a special dividend or dividend in specie.

This Rule 8.10 shall apply to US Taxpayers.

No Option may be exercised later than 2.5 calendar months after the end of the Taxable Year in which the Option first becomes no longer subject to a substantial risk of forfeiture (as that term is defined for purposes of section 409A of the US Internal Revenue Code), provided that the Option shall lapse on the date it would have lapsed had this rule not applied. The Rules of the Plan shall be interpreted accordingly.

Any dividend equivalents must be paid within 2.5 calendar months after the end of the Taxable Year in which the underlying Option is no longer subject to a substantial risk of forfeiture (as that term is defined for purposes of section 409A of the US Internal Revenue Code).

For the purposes of this Rule 8.10, Taxable Year means the 12 month period in respect of which the Award Holder is obliged to pay US tax or, if it would result in a longer exercise period, the 12 month period in respect of which the Award Holder’s employing company is obliged to pay tax. US Taxpayer means a person who is subject to taxation under the tax rules of the United States of America which does not include an Award Holder who is a non-resident alien throughout the period of participation in the Plan and who has no US workdays during such participation.

Awards under the Plan are intended to be exempt from the requirements of section 409A of the US Internal Revenue Code and shall be construed and operated in accordance with that intent.

Holding Period

Definitions

Holding Period Holder means a trustee, nominee or other party designated by the Grantor in accordance with this Rule 9; and

Holding Period Shares means Plan Shares which are or were the subject of an Award to which a Holding Period applies, and in respect of which the Holding Period has not ended in accordance with this Rule 9.

Application

This Rule 9 applies to the extent that some or all of the Plan Shares acquired on Vesting of an Award (or exercise of an Option) are subject to a Holding Period.

Issue or transfer to Holding Period Holder

Instead of arranging for the issue or transfer of the Holding Period Shares to the Award Holder on the Vesting of a Conditional Share Award or exercise of an Option under Rule 8.7 during the Holding Period, the Committee may arrange for the Holding Period Shares to be issued or transferred to the Holding Period Holder, as designated by the Committee, to be held for the benefit of the Award Holder. Any balance of the Plan Shares in respect of which an Award Vests or is exercised will be issued or transferred as described in Rule 8.7.

No transfer during Holding Period

The Award Holder or Holding Period Holder may not transfer, pledge, assign or otherwise dispose of any of the Holding Period Shares or any interest in them (and the Award Holder may not instruct the Holding Period Holder to do so) during the Holding Period except in the following circumstances:

the sale of sufficient entitlements nil-paid in relation to Holding Period Shares to take up the balance of the entitlements under a rights issue; and

the sale of sufficient Holding Period Shares to satisfy any liability to tax or employee social security contributions (or where Rule 15.2 applies, Employer’s NIC) arising in relation to Holding Period Shares.

Shareholder rights during Holding Period

Unless the Committee decides otherwise, the restrictions in this Rule 9 will apply to any cash or assets (other than ordinary dividends) received in respect of the Holding Period Shares and such cash or assets will be held by the Holding Period Holder until the end of the Holding Period.

During the Holding Period, the Holding Period Holder will be entitled to vote and have all other rights of a shareholder in respect of the Holding Period Shares.

Ceasing Relevant Service during the Holding Period

Ceasing Relevant Service during the Holding Period will have no impact on the provisions of this Rule 9, unless the Committee otherwise decides.

Clawback

For the avoidance of doubt, Rule 7 shall apply to the Holding Period Shares in the same way that it applies to any Plan Shares acquired by an Award Holder following the Vesting of an Award or exercise of an Option which are not Holding Period Shares.

End of Holding Period

Subject to the provisions of this Rule 9, the Holding Period will end on the earliest of the following:

the date set as the end of the Holding Period under Rule 1.4.10;

subject to Rule 12.1, the relevant date on which an Award would have Vested under Rules 11.1 to 11.4;

if the Committee so allows, the circumstances in which any event described in Rule 11.5 would apply; and

any other circumstances in the absolute discretion of the Committee. Where this paragraph 4 applies, the Committee may additionally determine that the Holding Period shall end only for such number of Holding Period Shares as it may specify.

Additional agreements and other confirmations

The Committee may, at any time during a Holding Period, require the Award Holder and/or the Holding Period Holder to:

enter into such additional agreements or documentation relating to the operation of the relevant Holding Period as the Committee may reasonably specify; and/or

provide such written confirmations of compliance with the terms of this Rule 9 as the Committee may reasonably request.

Alternative Holding Period mechanisms

Where some or all of the Plan Shares acquired on Vesting of an Award (or exercise of an Option) are subject to a Holding Period, the Committee may, at its discretion and as an alternative to operating the provisions of Rules 9.1 to 9.9 above, specify or agree to a different or varied mechanism by which such Holding Period will be implemented PROVIDED THAT the overall economic effect of such alternative or varied mechanism is comparable to the one that is delivered through the operation of Rules 9.1 to 9.9 above.

Vesting of Award (and exercise of Options) in special circumstances

Death, disability, redundancy, retirement etc.

death;

ill-health, injury or disability evidenced to the satisfaction of the Committee;

redundancy within the meaning of the Employment Rights Act 1996 (or any applicable equivalent overseas legislation) evidenced to the satisfaction of the Committee;

retirement by agreement with the company by which they are employed;

the Award Holder being employed by a company which ceases to be a Group Member;

the Award Holder being employed in an undertaking or part of an undertaking which is transferred to a person who is not a Group Member; or

any other circumstances if the Committee in its absolute discretion decides in any particular case,

any Award held by them which has not Vested will continue until the normal time of Vesting and any Performance Target and/or any other conditions imposed under Rule 5.1 shall be considered at the time of Vesting.

Alternatively, the Committee may decide that an Award will Vest immediately in which case the proportion of the Award which shall Vest will be determined by the Committee in its absolute discretion taking into account such factors as the Committee may consider relevant including, but not limited to, the satisfaction of any Performance Target as at the time of cessation and any other conditions imposed under Rule 5.1.

Unless the Committee in its absolute discretion decides otherwise (and irrespective of the time at which the Committee has determined that the Award will Vest under this Rule 10.1), the number of Plan Shares which Vest will be reduced pro rata to reflect the number of whole months from the Grant Date until the date of cessation of Relevant Service as a proportion of the original Vesting Period.

In the case of an Option, an Award Holder (or, if they have died, their personal representatives (having established title to the satisfaction of the Company)) who ceases Relevant Service in one of the circumstances under 1 to 7 above shall be entitled to exercise the Vested proportion of that Option (whether Vested under this Rule or otherwise) at any time during the period ending 6 months following cessation of Relevant Service or, if later, following Vesting or, in either case, during such other longer period as the Committee determines. The Option shall lapse at the end of such period.

Where an Award Holder ceases to be in Relevant Service for the purposes of these Rules as a result of them no longer being a member of a Group LLP, the preceding provisions of this Rule 10.1 (and, in particular, 1 to 7 above) shall be interpreted in such a manner as the Committee determines is necessary to ensure that those provisions are, where applicable, operated fairly and reasonably (so that, by way of example, reference in 4 above to “retirement by agreement with the company by which they are employed” shall be interpreted as a reference to “retirement by agreement with the Group LLP of which he is a member”).

Award Holder relocated abroad

If it is proposed that an Award Holder, while continuing to be in Relevant Service, should work in a country other than the country in which they are currently working and, by reason of the change, the Award Holder would:

suffer less favourable tax treatment in respect of their Award; or

become subject to a restriction on their ability to exercise an Option, to have issued or transferred to them the Plan Shares subject to an Award or to hold or deal in such Plan Shares or the proceeds of sale of such Plan Shares,

the Committee may, in its absolute discretion, determine that an Award will Vest immediately either in full or to the extent determined by the Committee in its absolute discretion and subject to such conditions as it may require taking into account such factors as the Committee may consider relevant including, but not limited to, the period of time the relevant Award has been held and the extent to which any Performance Target and any other conditions imposed under Rule 5.1 have been met. Where the Award is an Option and has become Vested pursuant to this Rule 10.2, the Award Holder may exercise their Vested Option at any time during the period beginning from the later of the Committee determination and 3 months before the proposed date of their transfer and ending 3 months after the date of their actual transfer. To the extent it is not so exercised, the Option shall not lapse but shall cease to be treated as having Vested and shall continue in force in accordance with the Rules.

Meaning of ceasing to be in Relevant Service

For the purposes of the Plan, an Award Holder shall not be treated as ceasing to be in Relevant Service until they no longer hold any office or employment with, or membership of, any Group Member or Group LLP. In addition, unless the Committee otherwise decides, an Award Holder shall not be treated as so ceasing if within 7 days they recommence employment with, or become an office holder or member of, any Group Member or Group LLP.

The Committee may determine that an Award Holder will be treated as ceasing to be in Relevant Service when they give or receive notice of termination of their employment, office or membership (whether or not lawful).

Interaction of Rules

If, in the case of an Option, it has become exercisable under Rule 10 and, during the period allowed for the exercise of the Option under Rule 10, the Option becomes exercisable under Rule 11 also (or vice versa), the period allowed for the exercise of the Option shall end on the earlier of the end of the period allowed by Rule 10 and the end of the period allowed by Rule 11.

Takeover and other corporate events

Takeover

Subject to Rule 12, where a person obtains Control of the Company as a result of making an offer to acquire Plan Shares, Awards shall Vest on the date the person obtains Control as set out below.

The proportion of an Award which shall Vest will be determined by the Committee in its absolute discretion taking into account such factors as the Committee may consider relevant including, but not limited to, the time the Award has been held by the Award Holder and having regard to any Performance Target and/or any other conditions imposed under Rule 5.1.

In the case of an Option, the Vested proportion of the Option (whether Vested under this Rule 11.1 or otherwise) may be exercised at any time during the period of 6 months (or, if the Committee determines a longer period shall apply, that period) beginning with the time when the person making the offer has obtained Control. The Option shall lapse at the end of such period unless the Committee determines that a longer period for exercise shall apply, in which case the Option shall continue in force until the end of such extended period or until it otherwise lapses in accordance with the Rules.

If the extent of Vesting of an Award which Vests under this Rule 11.1 has been reduced by the Committee to reflect the period of time that the Award has been held by the Award Holder, the Committee may determine that Rule 12 shall apply to the proportion of the Award reflecting such reduction which has not Vested.

Compulsory acquisition of shares in the Company

Subject to Rule 12, if a person becomes entitled or bound to acquire shares in the Company under sections 979 to 982 of the Companies Act 2006, Awards shall Vest as set out below.

In the case of an Option, the Vested proportion of the Option (whether Vested under this Rule 11.2 or otherwise) may be exercised at any time during the period beginning with the date the person serves a notice under section 979 and ending 7 clear days before the date on which the person ceases to be entitled to serve such a notice. The Option shall lapse at the end of the 7 days.

If the extent of Vesting of an Award which Vests under this Rule 11.2 has been reduced by the Committee to reflect the period of time that the Award has been held by the Award Holder, the Committee may determine that Rule 12 shall apply to the proportion of the Award reflecting such reduction which has not Vested.

Scheme of arrangement

Subject to Rule 12, if a person proposes to obtain Control of the Company in pursuance of a compromise or arrangement sanctioned by the court under section 899 of the Companies Act 2006, Awards shall Vest on the date of the court sanction as set out below.

In the case of an Option, the Vested proportion of the Option (whether Vested under this Rule 11.3 or otherwise) may be exercised at any time during the period of 6 months from the compromise or arrangement being sanctioned by the court. The Option shall lapse at the end of such period.

If the extent of Vesting of an Award which Vests under this Rule 11.3 has been reduced by the Committee to reflect the period of time that the Award has been held by the Award Holder, the Committee may determine that Rule 12 shall apply to the proportion of the Award reflecting such reduction which has not Vested.

Winding-up of the Company

If notice is given of a resolution for the voluntary winding-up of the Company, Awards shall Vest on the date notice is given.

In the case of an Option, the Vested proportion of the Option (whether Vested under this Rule 11.4 or otherwise) may be exercised at any time during the period of 6 months from the date of the notice or, if earlier, on completion of the winding up. The Option shall lapse at the end of such period.

Demergers and other events

The Committee may determine that Awards shall Vest if it becomes aware that the Company will be affected by a demerger, distribution (which is not an ordinary dividend) or other transaction not otherwise covered by the Rules.

The proportion of an Award which shall Vest will be determined by the Committee in its absolute discretion subject to such conditions as it may require taking into account such factors as the Committee may consider relevant including, but not limited to, the time the Award has been held by the Award Holder and having regard to any Performance Target and/or any other conditions imposed under Rule 5.1.

In the case of an Option, the Vested proportion of the Option (whether Vested under this Rule 11.5 or otherwise) may be exercised at any time during a period as shall be determined by the Committee. The Option shall lapse at the end of such period.

Meaning of "obtains Control of the Company"

For the purpose of Rule 11 a person shall be deemed to have obtained Control of the Company if they and others Acting In Concert with them have together obtained Control of it.

Notification of Award Holders

The Grantor shall, as soon as reasonably practicable, notify each Award Holder of the occurrence of any of the events referred to in this Rule 11 and explain how this affects their position under the Plan.

Vesting of Options in advance of a corporate event

in respect of which Awards will Vest in circumstances where the conditions for relief under Part 12 of the Corporation Tax Act 2009 may not be satisfied; or

if the Committee in its absolute discretion considers it appropriate,

the Committee may, in its absolute discretion and by notice in writing to all holders of Awards that are in the form of Options, declare that all such Options that are expected to Vest as a result of the Relevant Event shall Vest and be exercisable in accordance with Rule 11 during such period prior to the Relevant Event and conditional upon the Relevant Event as determined by the Committee. Where the Committee makes a declaration of the kind referred to in this Rule 11.8, all Options that are not exercised during the specified period shall lapse on the occurrence of the Relevant Event.

Interaction with Rule 7 (Clawback)

results in the Vesting of Awards; or

would so result if there was any subsisting Award which had not already Vested or, in relation to an event referred to in Rule 11.5, if the Committee had permitted Vesting of Awards under Rule 11.5 in relation to such event,

the Committee may, at its absolute discretion, determine that Rule 7 (Clawback) shall only apply to such extent (if at all) that the Committee determines to any Award which was granted on the basis that Rule 7 applied to that Award. Where the Committee makes such a determination, it will specify which Awards such determination applies to (which may include Awards which have already Vested and Options which have already been exercised).

Exchange of Awards

Where exchange applies

An Award (or part of it) will not Vest under Rule 11 but will be exchanged for a new award (New Award) under this Rule to the extent that:

an offer to exchange the Award for a New Award is made and accepted by the Award Holder; or

the Committee, with the consent of the persons acquiring Control if relevant, decides that Awards will be automatically exchanged for New Awards. The circumstances in which the Committee may make such a decision include (but are not limited to) where an event occurs under Rules 11.1, 11.2, or 11.3 and:

the shareholders of the acquiring company, immediately after it has obtained Control, are substantially the same as the shareholders of the Company immediately before the event; or

the obtaining of Control amounts in the opinion of the Committee to a merger with the Company.

Terms of exchange

The Grant Date of the New Award shall be deemed to be the same as the Grant Date of the Award.

The New Award will be in respect of the shares in a company determined by the Committee.

In the application of the Plan to the New Award, where appropriate, references to "Company" and "Plan Shares" shall be read as if they were references to the company to whose shares the New Award relates.

The New Award must be equivalent to the Award and subject to paragraph 5 below it will Vest at the same time and in the same manner as the Award.

Either the Vesting of the New Award must be subject to performance conditions and/or any other conditions which are so far as possible equivalent to any Performance Target and/or any other conditions applying to the Award or no performance conditions will apply but the value of shares comprised in the New Award shall have substantially the same value of the number of Plan Shares which would have Vested under Rule 11 as applicable.

Lapse of Awards

in the case of an Option, the expiry of the Exercise Period;

the Committee determining that any Performance Target and/or any other conditions imposed under Rule 5.1 has not been satisfied either in whole or in part in respect of the Award and can no longer be satisfied in whole or in part in which case the Award shall lapse to the extent that the Performance Target and/or any other conditions imposed under Rule 5.1 can no longer be satisfied;

subject to Rule 10, the Award Holder ceasing to be in Relevant Service;

any date for lapse provided for under these Rules; and

the date on which the Award Holder becomes bankrupt or enters into a compromise with their creditors generally.

Adjustments on Reorganisation

Power to make adjustments

In the event of a Reorganisation, the number of Plan Shares subject to an Award, the description of the Plan Shares, the Award Price (if any) or any one or more of these, shall be adjusted in such manner as the Grantor, together with the Committee where relevant, shall determine.

Award Price

No adjustment shall be made to the Award Price which would result in the Plan Shares subject to an Award being issued at a price per Plan Share lower than the nominal value of a Plan Share except where the Grantor puts in place arrangements to pay up the nominal value at the date of issue of the Plan Shares (or the difference between the adjusted Award Price and the nominal value as the case may be).

Notification of Award Holders

The Grantor shall, as soon as reasonably practicable, notify each Award Holder of any adjustment made under this Rule 14 and explain how this affects their position under the Plan.

Tax and social security withholding

Deductions

Unless the Award Holder discharges any liability that may arise, the Grantor, the Company or any other Group Member or former Group Member (as the case may be) may withhold such amount, or make such other arrangements as it may determine appropriate, for example to sell or withhold Plan Shares, to meet any liability to taxes or social security contributions arising in respect of such Award Holder’s Awards, including, where applicable, Employer’s NIC transferred under 15.2. The Award Holder will be responsible for all taxes, social security contributions and other liabilities arising in respect of the Award Holder’s Awards.

Transfer of Employer’s NIC

The Grantor may, at its discretion and to the extent permitted by law, require the Award Holder to pay all or any part of the Employer’s NIC in relation to an Award.

Execution of document by Award Holder

The Grantor may require an Award Holder to execute a document in order to bind the Award Holder contractually to any such arrangement as is referred to in Rules 15.1 and 15.2 and return the executed document to the Company by a specified date. It shall be a condition of Vesting, and where applicable exercise, of the Award that the executed document be returned by the specified date unless the Grantor determines otherwise.

Tax elections

The Committee may, at its discretion, determine that an Option may not be exercised and/or the Plan Shares subject to a Conditional Share Award may not be issued or transferred to the Award Holder (or for their benefit) unless the Award Holder has beforehand signed an election under Chapter 2 of Part 7 of ITEPA 2003 and/or section 165 of the Taxation of Chargeable Gains Act 1992 or entered into broadly similar local arrangements.

Rights and listing of Plan Shares

Rights attaching to Plan Shares

All Plan Shares issued or transferred under the Plan shall, as to voting, dividend, transfer and other rights, including those arising on a liquidation of the Company, rank equally in all respects and as one class with the shares of the same class in issue at the date of issue or transfer save as regards any rights attaching to such Plan Shares by reference to a record date prior to the date of such issue or transfer.

Listing and admission to trading of Plan Shares

If and so long as Plan Shares are listed on the Official List and traded on the London Stock Exchange or traded on AIM (a market operated by the London Stock Exchange), the Company will apply for the listing and/or admission to trading of any Plan Shares issued under the Plan as soon as reasonably practicable.

Relationship of the Plan to contract of employment

Contractual provisions

the Plan shall not form part of any contract of employment between any Group Member and an Eligible Employee;

unless expressly so provided in their contract of employment, an Eligible Employee has no right to be granted an Award and the receipt of an Award in one year (and the calculation of the Award Price in a particular way) is no indication that the Award Holder will be granted any subsequent Awards (or that the calculations of the Award Price will be made in the same or a similar way);

the Plan does not entitle any Award Holder to the exercise of any discretion in their favour;

the benefit to an Eligible Employee of participation in the Plan (including, in particular but not by way of limitation, any Awards held by them) shall not form any part of their remuneration or count as their remuneration for any purpose and shall not be pensionable; and

if an Eligible Employee ceases to be in Relevant Service for any reason, they shall not be entitled to compensation for the loss or diminution in value of any right or benefit or prospective right or benefit under the Plan (including, in particular but not by way of limitation, any Awards held by them which lapse by reason of their ceasing to be in Relevant Service, whether lawfully or unlawfully) whether by way of damages for unfair dismissal, wrongful dismissal, breach of contract or otherwise or anything analogous thereto in any jurisdiction.

Deemed agreement

By accepting the grant of an Award, an Award Holder is deemed to have agreed to the provisions of these Rules, including this Rule 17.

Administration of the Plan

Responsibility for administration

The Committee (and the Grantor, where appropriate) shall be responsible for, and shall have the conduct of, the administration of the Plan. The Committee may from time to time make, amend or rescind regulations for the administration of the Plan provided that such regulations shall not be inconsistent with the Rules.

Committee’s decision final and binding

The decision of the Committee shall be final and binding in all matters relating to the Plan, including but not limited to the interpretation of the Rules and the resolution of any dispute concerning, or any inconsistency or ambiguity in the Rules or any document used in connection with the Plan.

Grantor to consult with the Committee

Where the Grantor is not the Company and has granted, or proposes to grant, an Award, the Grantor shall consult with, and take into account the wishes of, the Committee before making any determination or exercising any power or discretion under the Plan.

Discretionary nature of Awards

All Awards shall be granted entirely at the discretion of the Grantor and the form and structure of all Awards, including for the avoidance of doubt the application and testing of any Performance Target, shall be entirely at the discretion of the Grantor.

Provision of information

An Award Holder and, where the Grantor is not the Company, the Grantor shall provide to the Company or any Group Member as soon as reasonably practicable such information as the Company reasonably requests for the purpose of complying with its obligations under section 421J of ITEPA 2003 or similar requirements of tax legislation in any relevant jurisdiction.

Cost of the Plan

The cost of introducing and administering the Plan shall be met by the Company. The Company shall be entitled, if it wishes, to charge an appropriate part of such cost and/or the costs of an Award to a Subsidiary or the Grantor.

Data protection

For the purposes of operating the Plan, the Company’s Employee Privacy Statement (Privacy Statement), available upon request from [insert], Director of HR at [insert email address], will inform the Award Holder of the basis upon which their personal data for all purposes relating to the Plan is processed under the UK Data Protection Act 2018 (the Data Protection Act) and/or EU’s General Data Protection Regulation (2016/679) (or any successor or implementing laws) (the GDPR).

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

Third party rights

Nothing in these Rules confers any benefit, right or expectation on a person who is not an Award Holder. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of these Rules.

Amendment of the Plan

Power to amend the Plan

Subject to Rules 19.2 and 19.3, the Committee may from time to time amend the Rules (including, for the purposes of establishing a sub-plan for the benefit of employees located overseas).

Amendments to the Plan

Without the prior approval of the Company in general meeting, an amendment may not be made for the benefit of existing or future Award Holders to the Rules relating to:

the basis for determining an Eligible Employee’s entitlement (or otherwise) to be granted an Award and/or to acquire Plan Shares on the exercise of an Option and/or to become absolutely entitled to Plan Shares subject to a Conditional Share Award (as the case may be) under the Plan;

the persons to whom an Award may be granted;

the limit on the aggregate number of Plan Shares over which Awards may be granted;

the limit on the number of Plan Shares over which Awards may be made to any one Eligible Employee;

the price at which Plan Shares may be acquired under an Award;

the adjustment of Awards on a Reorganisation; or

this Rule 19.2,

an amendment which is of a minor nature and benefits the administration of the Plan; or

an amendment which is of a minor nature and is necessary or desirable in order to take account of a change of legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants in the Plan, the Company or some other Group Member.

Rights of existing Award Holders

where the amendment is made to take account of any matter or circumstance which the Committee reasonably considers is a legal or regulatory requirement which the Committee reasonably considers is relevant and requires an amendment to be made in order for any Group Member to comply with such requirement; or

where the Award Holder affected by the change has been notified of such amendment and the majority of Award Holders affected by the change who have responded to such notification have approved the amendment.

Notices

Notice by the Grantor

Save as provided for by law, any notice, document or other communication given by, or on behalf of, the Grantor or to any person in connection with the Plan shall be deemed to have been duly given if delivered to them at their place of work, if they are in Relevant Service, if sent by e-mail to such e-mail address as may be specified by them from time to time or, in the case of an Award Holder who remains in Relevant Service, to such e-mail address as is allocated to them by any Group Member or Group LLP, or sent through the post in a pre-paid envelope to the postal address last known to the Company to be their address and, if so sent, shall be deemed to have been duly given on the date of posting.

Deceased Award Holders

Save as provided for by law, any notice, document or other communication so sent to an Award Holder shall be deemed to have been duly given notwithstanding that such Award Holder is then deceased (and whether or not the Company has notice of their death) except where their personal representatives have established title to the satisfaction of the Company and supplied to the Company an e-mail or postal address to which notices, documents and other communications are to be sent.

Notice to the Grantor

Save as provided for by law any notice, document or other communication given to the Grantor (or any relevant person appointed by the Grantor) in connection with the Plan shall be delivered by hand or sent by email, fax or post to the Company Secretary (or any relevant person appointed by the Grantor) at the Company’s registered office (or such other e-mail or postal address as may from time to time be notified to Award Holders) but shall not in any event be duly given unless it is actually received at the registered office or such e-mail or postal address.

Governing law and jurisdiction

Plan governed by English law

The formation, existence, construction, performance, validity and all aspects whatsoever of the Plan, any term of the Plan and any Award granted under it shall be governed by English law.

English courts to have jurisdiction

The English courts shall have jurisdiction to settle any dispute which may arise out of, or in connection with, the Plan.

Jurisdiction agreement for benefit of the Company

The jurisdiction agreement contained in this Rule 21 is made for the benefit of the Company only, which accordingly retains the right to bring proceedings in any other court of competent jurisdiction.

Award Holder deemed to submit to such jurisdiction

By accepting the grant of an Award, an Award Holder is deemed to have agreed to submit to such jurisdiction.

Interpretation

Definitions

In this Plan, unless the context otherwise requires, the following words and expressions have the following meanings:

Acting In Concert has the meaning given to that expression in The City Code on Takeovers and Mergers in its present form or as amended from time to time;

Award means an Option or a Conditional Share Award granted under the Plan;

Award Certificate means a statement in a form, which may include an electronic form, determined by the Company setting out details of an Award in accordance with Rule 1.4;

Award Holder means an individual who holds an Award or, where the context permits, their legal personal representatives. Where relevant, Award Holder(s) shall include reference to former Award Holder(s);

Award Price means the amount (if any) per Plan Share payable in pounds sterling on the exercise of an Option or the Vesting of a Conditional Share Award, determined in accordance with Rule 4;

Company means Liontrust Asset Management plc incorporated in England and Wales under company number 02954692;

Committee means the remuneration committee of the board of directors of the Company or such other committee, comprising a majority of non-executive directors of the Company, to which the board of directors delegates responsibility for overseeing the operation of the Plan or, following a change of Control of the Company, those persons who comprised the remuneration committee or such other committee of the board of directors immediately before such change of Control;

Conditional Share Award means a conditional right under the Plan to acquire Plan Shares;

Control has the meaning given to it by section 995 of ITA 2007;

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

Dealing Restrictions means any restrictions on dealing in shares imposed by legislation, regulation or any other code or guidance on share dealing adopted by the Company with which the Company seeks to comply;

Directors’ Remuneration Policy has the meaning given to it by section 422A(6) of the Companies Act 2006;

Eligible Employee means an individual who at the Grant Date is an employee of a Group Member;

Employees’ Share Scheme has the meaning set out in section 1166 of the Companies Act 2006;

Employer’s NIC means employer’s secondary class 1 National Insurance contributions liability or any local equivalent;

Executive Director means a current or former executive director of the Company;

Exercise Period means the period set by the Committee on the Grant Date during which an Option may be exercised, ending no later than the 10th anniversary of the Grant Date;

Financial Conduct Authority means the "competent authority" as that expression is defined in Part VI of the Financial Services and Markets Act 2000;

Gain means the difference between (i) the Market Value of a Plan Share on the date of exercise of an Option and (ii) any Award Price, multiplied by the number of Plan Shares in respect of which the Option is being exercised;

Grant Date means the date on which an Award is granted in accordance with Rule 1.3;

in relation to an Award granted by the Company, the Committee;

in relation to an Award granted by the Trustees, the Trustees; and

in relation to an Award granted by any other person which the Committee authorises to grant an Award, that person;

Group means the Company and its Subsidiaries from time to time and Group Member shall be interpreted accordingly;

Group LLP means a limited liability partnership which is a “subsidiary undertaking” of the Company within the meaning given in section 1162 of the Companies Act 2006;

Holding Period means, in relation to an Award, the period (if any) specified under Rule 1.4.10 (commencing on the date of Vesting of the relevant Award) during which the restrictions contained in Rule 9 apply;

London Stock Exchange means London Stock Exchange plc or any successor body;

if at the relevant time Plan Shares are listed on the Official List (or on any other recognised stock exchange within the meaning of section 1005 of ITA 2007 or on AIM (a market operated by the London Stock Exchange)), the closing middle market quotation of a Plan Share (as derived from the Daily Official List of the London Stock Exchange or the equivalent list or record for the recognised stock exchange on which the Plan Shares are listed) on the preceding Dealing Day or, if the Committee so decides, the closing price of a Plan Share on the preceding Dealing Day; or

where Plan Shares are not so listed, the market value of a Plan Share calculated as described in the Taxation of Chargeable Gains Act 1992;

Official List means the list maintained by the Financial Conduct Authority in accordance with section 74(1) of the Financial Services and Markets Act 2000 for the purposes of Part VI of that Act;

Option means a right to acquire Plan Shares granted under the Plan;

Performance Target means a performance target imposed as a condition of the Vesting of an Award under Rule 5.1 and as substituted or varied in accordance with Rule 5.3;

Plan means the Liontrust Asset Management plc 2024 Long Term Incentive Plan as amended from time to time;

Plan Shares means ordinary shares in the capital of the Company (or any shares representing them);

Regulatory Information Service means a service that is approved by the Financial Conduct Authority on meeting the Primary Information Provider criteria and is on the list of Regulatory Information Services maintained by the Financial Conduct Authority (or any overseas equivalent);

Relevant Service means employment with any Group Member or membership of any Group LLP;

Reorganisation means any variation in the share capital of the Company, including but without limitation a capitalisation issue, rights issue, demerger or other distribution, a special dividend or distribution, rights offer or bonus issue and a sub-division, consolidation or reduction in the capital of the Company;

Rules mean the rules of the Plan;

Subsidiary has the meaning set out in section 1159 of the Companies Act 2006;

Trustees means the trustees of any trust created by a Group Member which, when taken together with the Plan, constitutes an Employees’ Share Scheme;

in relation to an Option, the Option becoming capable of exercise by the Award Holder; and

in relation to a Conditional Share Award, the Award Holder becoming entitled to have Plan Shares transferred to them (or a nominee specified or permitted by the Committee),

and Vesting and Vested shall be construed accordingly, and

Vesting Period means the period from the Grant Date to the normal date of Vesting.

Interpretation

save as provided for by law, a reference to writing includes any mode of reproducing words in a legible form and reduced to paper or electronic format or communication including, for the avoidance of doubt, correspondence via e-mail; and

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

This document has been prepared only for [xxxx] and solely for the purpose and on the terms agreed with [xxxx]. We accept no liability (including for negligence) to anyone else in connection with this document, and it may not be provided to anyone else.

© 2013 PricewaterhouseCoopers LLP. All rights reserved. In this document, ‘PwC’ refers to PricewaterhouseCoopers LLP (a limited liability partnership in the United Kingdom), which is a member firm of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity.

150505-092640-NR-OS

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