MCBRIDE PLC

MCBRIDE PLC 2023 LONG TERM INCENTIVE PLAN

Adopted by the board of the Company on 17 October 2023

Approved by the shareholders of the Company on [ ] 2023

Rule		Page
1.	DEFINITIONS AND INTERPRETATION 1
2.	ELIGIBILITY 4
3.	GRANT OF AWARDS 5
4.	NON-TRANSFERABILITY AND BANKRUPTCY 7
5.	LIMITS7
6.	VESTING OF AWARDS9
7.	CONSEQUENCES OF VESTING 11
8.	EXERCISE OF OPTIONS12
9.	HOLDING PERIOD13
10.	CASH ALTERNATIVE 14
11.	LAPSE OF AWARDS 15
12.	LEAVERS15
13.	TAKEOVERS AND OTHER CORPORATE EVENTS17
14.	ADJUSTMENT OF AWARDS19
15.	MALUS AND CLAWBACK 20
16.	ALTERATIONS 21
17.	MISCELLANEOUS 22
	APPENDIX I: CASH CONDITIONAL AWARDS ERROR! BOOKMARK NOT DEFINED.

1. DEFINITIONS AND INTERPRETATION

1.1 In the Plan, unless the context otherwise requires:

"Applicable Laws" means the Listing Rules, the City Code on Takeovers and Mergers, UK MAR or any other relevant UK or overseas regulation or enactment;

"Award" means an Option or a Conditional Award;

"Board" means the board of directors of the Company or a duly authorised committee of that board;

"Cessation" means a Participant ceasing to be an employee of a Group Company (or giving or receiving notice of such cessation), except where they:

(a) remain (or will remain) an employee or director of any other Group Company; or
(b) retain (or will retain) a statutory right to return to work following such cessation,

and the reason for any such cessation shall be determined by reference to Rule 12 regardless of whether such termination was lawful or unlawful;

"Committee" means the remuneration committee of the Board or, on and after the occurrence of an event described in Rule 13 (Takeovers and other corporate events), the remuneration committee of the Board as constituted immediately before that event;

"Company" means McBride plc (registered in England and Wales with registered number 02798634);

"Conditional Award" means a conditional right to acquire Shares granted under the Plan which is designated as a conditional award by the Committee under Rule 3.2(b) (Committee determinations);

"Control" means control within the meaning of section 995 of the Income Tax Act 2007;

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

"Directors' Remuneration Policy" means the prevailing directors' remuneration policy approved by the Company's shareholders;

"Dividend Equivalent" means a benefit calculated by reference to dividends paid on Shares as described in Rule 3.4 (Treatment of Dividends);

"Early Vesting Date" means, subject to Rule 6.4 (Restrictions on Vesting: regulatory and tax issues), either:

(a) the later of:
- (i) if Cessation occurs in circumstances referred to in Rule 12.1 (Good leavers before the Normal Vesting Date), the date on which the Participant no longer holds any employment or office with any Group Company; and
- (ii) early evaluation of any Performance Condition by reason of that Cessation; or

(b) the date of the relevant event in Rule 13.1 (General offers) or Rule 13.2 (Schemes of arrangement and winding up) or the date of Vesting referred to in Rule 13.3 (Demergers and other events);

"Executive Director" means an executive director of the Company;

"Exercise Period" means the period commencing on the date on which an Option Vests and ending on the date determined under Rule 3.2(d) during which it may normally be exercised, subject to earlier lapse under the Plan;

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

"Group Company" means:

(a) a Participating Company or a body corporate which is the Company's holding company (within the meaning of section 1159 of the Companies Act 2006) or a Subsidiary of the Company's holding company;
(b) a body corporate which is a subsidiary undertaking (within the meaning of section 1162 of the Companies Act 2006) of a body corporate within paragraph (a) above and has been designated by the Board for this purpose; and
(c) any other body corporate in relation to which a body corporate within paragraph (a) or (b) above is able (whether directly or indirectly) to exercise 20% or more of its equity voting rights and has been designated by the Board for this purpose;

"Holding Period" means the period during which a Participant may be required not to sell, transfer, assign or dispose of their Net Vested Shares in accordance with Rule 9 (Holding Period);

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

"London Stock Exchange" means London Stock Exchange plc or any successor to that company;

"Listing Rules" means the Listing Rules published by the Financial Conduct Authority;

"London Stock Exchange" means London Stock Exchange plc or any successor to that company;

"Malus and Clawback" means the provisions set out in Rule 15.3 (Amount to be subject to Malus & Clawback ) under which an Award may lapse or an individual may be required to repay an amount after it has Vested or been exercised;

"Net Vested Shares" means the Vested Shares acquired or received by a Participant on Vesting of a Conditional Award or on exercise of an Option, less: (a) a number of Shares with an aggregate market value on the date of Vesting (in the case of a Conditional Award) or exercise (in the case of an Option) equal to the Participant's Tax Liability arising on that event; or (b) if the Vested Shares are sold to satisfy that Tax Liability, the number of Vested Shares sold;

"Normal Vesting Date" means the date on which an Award (or part of an Award) would ordinarily Vest, being the date determined by the Committee under Rule 3.2(f) or, if later, the date on which the Committee determines the extent that any applicable Performance Condition is satisfied;

"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 conditional right to acquire Shares which is designated as an option by the Committee under Rule 3.2(b);

"Option Price" means any amount per Share determined under Rule 3.2(c) as payable on the exercise of an Option, provided that the Committee may reduce or waive this Option Price on or prior to the exercise of the Option;

"Participant" means a person who holds an Award, including their personal representatives (or, for the purposes of Rule 9 (Holding Period), a person who held an Award to which that Rule applies);

"Participating Company" means the Company or any Subsidiary of the Company;

"Performance Condition" means a condition related to performance which is specified by the Committee under Rule 3.2(e);

"Plan" means the McBride plc 2023 Long Term Incentive Plan, as amended from time to time;

"Plan Limits" the limits on the number of unissued Shares and, subject to Rule 5.5, treasury Shares, that may be "allocated" in respect of the Plan in accordance with Rule 5;

"Relevant Event" means, for the purpose of Malus and Clawback, any one, or any combination, of:

(a) a material misstatement in the financial results of the Company or where those results were materially inaccurate or misleading and this resulted either directly or indirectly in an Award Vesting over a higher number of Shares than would have been the case had that misstatement not been made; and/or
(b) an act of negligence or gross misconduct by the Participant (or former Participant) that takes place before an Award Vests but which only comes to light after the Award Vests (or in the case of an Option, is exercised) and, as a result of which, they could have been summarily dismissed had the relevant Group Company been aware of the act when it occurred; and/or
(c) any calculation in connection with the Award or any assessment of any Performance Condition or any other condition imposed on the Award was based on an error, or on inaccurate or misleading information or assumptions; and/or
(d) the Company or the relevant business unit for which the Participant works (or worked) suffers material damage to its business or reputation which, in the determination of the Committee, is at least partly due to a failure in the management of the Company or relevant business unit and the Committee determines that the Participant made a material and direct contribution to such failure; and/or
(e) the Company has suffered an instance of corporate failure which has resulted in the appointment of a liquidator or administrator or resulted in the Company reaching a compromise arrangement with its creditors; and/or
(f) the Company or the relevant business unit for which the Participant works (or worked) suffers a material downturn in financial or operational performance which, in the determination of the Committee, is at least partly due to a failure in the management of the Company or that business unit and the Committee determines that the Participant made a material and direct contribution to such failure; and/or
(g) the Committee determines that there has been an unreasonable failure of management of the Company or the relevant business unit for which the Participant works (or worked) to protect the interests of employees or customers and the Committee determines that the Participant made a material and direct contribution to such failure;

"Rule" means a rule of the Plan;

"Shares" means shares in the capital of the Company or other securities representing such shares in the capital of the Company;

"Subsidiary" means a body corporate which is a subsidiary (within the meaning of section 1159 of the Companies Act 2006);

"Tax Liability" means any amount of tax or social security contributions for which a Participant would or may be liable in relation so and Award and for which any Group Company or former Group Company would or may be obliged to account to any relevant authority (or would or may suffer a disadvantage if it were not to do so);

"UK MAR" means the retained EU law version of the Market Abuse Regulation 596/2014 which applies in the UK from 1 January 2023, and any related UK subsidiary regulations;

"Vest" means:

(a) in relation to an Option, it becoming exercisable; and
(b) in relation to a Conditional Award, a Participant becoming entitled to have Shares transferred to them,

in accordance with the Rules and Vesting and Vested shall be construed accordingly; and

"Vested Shares" means Shares in respect of which an Award Vests or has Vested.

1.2 Any reference in the Plan to any enactment includes a reference to it as from time to time modified, extended or re-enacted.
1.3 Where the context admits, a reference to the singular includes the plural and vice versa.
1.4 Expressions in italics, headings and footnotes are for guidance only and do not form part of the Plan.

2. ELIGIBILITY

2.1 An individual is eligible to be granted an Award only if they are an employee of a Participating Company provided that an Award may only be granted to an Executive Director where permitted by the Directors' Remuneration Policy.

3. GRANT OF AWARDS

3.1 Terms of grant

Subject to Rule 3.6 (Timing of grant), Rule 3.7 (Approvals and consents) and Rule 5 (Limits), the Committee may resolve to grant an Award on:

(a) the terms set out in the Plan (including any country-specific terms set out in appendices to the Rules); and
(b) any additional terms and conditions (including, but not limited to, one or more Performance Conditions) that the Committee determines,

to any person who is eligible to be granted an Award under Rule 2 (Eligibility), provided that the terms of any Award granted to an Executive Director must be terms permitted by the Directors' Remuneration Policy.

3.2 Committee determinations

The Committee shall determine:

(a) the number of Shares over which the Award is granted;
(b) whether the Award shall be an Option or a Conditional Award provided that, if no determination is made, it shall be a Conditional Award;
(c) if an Award is an Option, any Option Price provided that, if no determination is made, it shall have a nil Option Price;
(d) if an Award is an Option, the last date of the Exercise Period, provided that, if no such determination is made, it shall be the day immediately preceding the 10th anniversary of the Grant Date;
(e) any Performance Conditions (whether required by the Plan or otherwise) and any additional terms and conditions applicable to the Award;
(f) for the purpose of determining the Normal Vesting Date applicable to any Share subject to an Award, either a single date applicable to all the Shares subject to the Award or more than one date, each applicable to a stated number of the Shares subject to the Award, provided that in the case of an Award granted to an Executive Director, no such date shall be earlier than the third anniversary of the Grant Date (which shall be the date if no determination is made);
(g) whether the relevant Participant shall be entitled to a Dividend Equivalent pursuant to Rule 3.4 (Treatment of Dividends); and
(h) whether the Award will be subject to a Holding Period (where Rule 9 does not require a Holding Period to apply) and when any such Holding Period will normally end pursuant to Rule 9.4(a) (provided that, if no determination is made, it shall end on the second anniversary of the date on which the Award Vests),

provided that, in the case of an Award granted to an Executive Director, determinations (including those applicable by default) must comply with the Directors' Remuneration Policy.

Each of the determinations noted in paragraphs (a) to (h) in this Rule 3.2 shall be made by the Committee on or before the Award's Grant Date, save that the Committee may in exceptional circumstances determine that a Performance Condition shall apply to an Award (whether or not any other Performance Conditions apply) but that its terms will be finalised within six months after the Grant Date and that, until such terms are finalised, it shall not Vest in any circumstances (notwithstanding any other provision of the Plan).

3.3 Method of grant

An Award shall be granted by deed executed by the Company, or in such other manner as the Committee determines.

3.4 Treatment of dividends

The Committee may decide on or before the grant of an Award or at any time before it Vests that a Participant shall be entitled to receive a benefit determined by reference to the value of the dividends that would have been paid on the Vested Shares in respect of record dates occurring during the period commencing on the Grant Date and ending on the date of Vesting (or in the case of an Option where a Holding Period applies, the last day of the Holding Period or, if earlier the date of exercise of the Option).

The Committee shall decide the basis on which the value of such dividends shall be calculated (which may assume reinvestment of dividends). The Committee may also decide whether such Dividend Equivalent shall be provided in the form of cash and/or Shares. Any Dividend Equivalent shall be provided in accordance with Rule 7.3 (Delivery of dividend equivalent).

3.5 Method of satisfying Awards

Unless specified to the contrary by the Committee on the Grant Date, and subject to Rule 5.8 (Restrictions on use of unissued Shares and treasury Shares) and Rule 10 (Cash Alternative), an Award may be satisfied by one or more of:

(a) issuing new Shares;
(b) transferring treasury Shares; and
(c) transferring Shares (other than treasury Shares).

The Committee may decide, after an Award has been granted, to change how it is intended that it may be satisfied, having regard to the provisions of Rule 5 (Limits).

3.6 Timing of grant

Subject to Rule 3.7 (Approvals and consents), an Award may only be granted:

(a) within the 6 weeks commencing on the date on which the Plan was approved by the Company's shareholders;
(b) within the 6 weeks beginning with the Dealing Day after the date on which the Company announces its results for any period;
(c) at any other time when the Committee considers that circumstances are sufficiently exceptional to justify its grant; or

(d) if an Award may not be granted within either of the periods in Rules 3.6 (a) or 3.6 (b) due to a restriction under any Applicable Laws or the Company's share dealing code, within the period of 6 weeks beginning with the Dealing Day after such restriction lifts

but an Award may not be granted after [ ] 2033 (that is, the expiry of the 10 year period beginning with the date on which the Plan was approved by shareholders).

3.7 Approvals and consents

The grant of any Award shall be subject to obtaining any approval or consent required under any Applicable Laws and any share dealing code of the Company.

4. NON-TRANSFERABILITY AND BANKRUPTCY

An Award:

(a) shall not be transferred, assigned, charged, pledged, sold, or otherwise disposed of or encumbered (except on their death to their personal representatives) and shall lapse immediately on any attempt to do so; and
(b) shall lapse immediately if the Participant is declared bankrupt (unless the Committee determines otherwise).

5. LIMITS

5.1 5 per cent. in 10 years limit

An Award shall not be granted in any calendar year if, at the time of its proposed Grant Date, it would cause the number of Shares allocated (as defined in Rule 5.3 (Meaning of "allocated")) in the period of 10 calendar years ending with that calendar year under the Plan and under any other executive share plan (i.e. only discretionary share plans and not including all-employee plans) adopted by the Company to exceed such number as represents 5 per cent. of the ordinary share capital of the Company in issue at that time.

5.2 10 per cent. in 10 years limit

An Award shall not be granted in any calendar year if, at the time of its proposed Grant Date, it would cause the number of Shares allocated (as defined in Rule 5.3 (Meaning of "allocated")) in the period of 10 calendar years ending with that calendar year under the Plan and under any other employee share plan (i.e. all types of employee share plans: discretionary, all-employee or otherwise) adopted by the Company to exceed such number as represents 10 per cent. of the ordinary share capital of the Company in issue at that time.

5.3 Meaning of "allocated" for the purposes of Plan Limits

For the purpose of the Plan Limits (but not, for the avoidance of doubt, Rule 5.6):

(a) Shares are allocated:
- (i) when an option, award or other contractual right to acquire unissued Shares or treasury Shares is granted;
- (ii) where Shares are issued or treasury Shares are transferred otherwise than pursuant to an option, award or other contractual right to acquire Shares, when those Shares are issued or treasury Shares transferred;
(b) any Shares which have been issued or which may be issued (or any Shares transferred out of treasury or which may be transferred out of treasury) to any trustees to satisfy the exercise of any option, award or other contractual right granted under any employee share plan shall count as allocated unless they are already treated as allocated under this Rule; and
(c) for the avoidance of doubt, existing Shares other than treasury Shares that are transferred or over which options, awards or other contractual rights are granted shall not count as allocated.

5.4 Post-grant events affecting numbers of "allocated" Shares

For the purposes of Rule 5.3 (Meaning of "allocated" for the purposes of Plan Limits):

(a) where:
- (i) any option, award or other contractual right to acquire unissued Shares or treasury Shares is released or lapses (whether in whole or in part); or
- (ii) after the grant of an option, award or other contractual right the Committee determines that:
  - (aa) it shall be satisfied wholly or partly by the payment of cash; or
  - (bb) it shall be satisfied wholly or partly by the transfer of existing Shares (other than Shares transferred out of treasury)

the unissued Shares or treasury Shares which consequently cease to be subject to the option, award or other contractual right shall not count as allocated; and

(b) the number of Shares allocated in respect of an option, award or other contractual right shall be such number as the Board shall reasonably determine from time to time.

5.5 Changes to investor guidelines relating to treasury Shares

Treasury Shares shall cease to count as allocated Shares for the purposes of Rule 5.3 (Meaning of "allocated" for the purposes of Plan Limits) if institutional investor guidelines cease to require them to be so counted.

5.6 Individual limit

The maximum total market value of Shares (calculated as set out in this Rule 5.6) over which Awards may be granted to any individual in respect of any financial year of the Company shall be limited to 200% of their salary or, if greater, the maximum percentage of salary for Awards to Executive Directors provided for in the Directors' Remuneration Policy.

For the purpose of this Rule 5.6:

(a) an employee's salary is their base salary (excluding benefits in kind), expressed as an annual rate payable by Participating Companies to them on the Grant Date (or any earlier date that the Committee determines). Any salary paid in a currency other than sterling, shall be treated as equal to the equivalent sterling amount determined using any rate of exchange which the Committee reasonably selects; and

(b) the market value of the Shares over which an Award is to be granted shall ordinarily be taken to be an amount equal to the closing middle-market quotation of such Shares (derived from the London Stock Exchange Daily Official List) averaged over up to 5 Dealing Days ending with the last Dealing Day before the Grant Date or such other period as the Committee determines provided that, in all cases, no such Dealing Days may fall within a period when dealing in Shares is prohibited under the Company's share dealing code.

5.7 Effect of limits

Any Award shall be limited and take effect to comply with the limits in this Rule 5.

5.8 Restriction on use of unissued Shares and treasury Shares

No Shares may be issued or treasury Shares transferred to satisfy any Award to the extent that such issue or transfer would cause the number of Shares allocated (as defined in Rule 5.3 (Meaning of "allocated" for the purposes of Plan Limits) and adjusted under Rule 5.4 (Postgrant events affecting numbers of "allocated" Shares)) to exceed the limit in Rule 5.1 (5 per cent. in 10 years limit) and Rule 5.2 (10 per cent. in 10 years limit) except where there is a variation of share capital of the Company which results in the number of Shares so allocated exceeding such limit solely by virtue of that variation.

6. VESTING OF AWARDS

6.1 Timing of Vesting

Subject to Rule 6.4 (Restrictions on Vesting: regulatory and tax issues) and the terms of the Plan, an Award shall Vest on its Normal Vesting Date except where earlier Vesting occurs under Rule 12 (Leavers) or Rule 13 (Takeovers and other corporate events) and provided that, if Vesting would otherwise occur on a day which is not a Dealing Day, it will Vest on the next Dealing Day (unless otherwise determined by the Committee).

6.2 Extent of Vesting

Subject to Rule 6.3 (Adjustments to extent of Vesting), an Award shall only Vest to the extent permitted by:

(a) any Performance Condition (or any other term imposed on its Vesting in accordance with Rule 3.2(e));
(b) Rules 12.4 (Leavers: reduction in number of Vested Shares) and 13.5 (Corporate events: reduction in number of Vested Shares); and
(c) any operation of Malus and Clawback.

Where, under Rule 12 (Leavers) or Rule 13 (Takeovers and other corporate events), all or part of an Award would Vest before the end of the full period over which performance would be measured under a Performance Condition then, unless provided to the contrary by the Performance Condition, the extent to which it has been satisfied shall be determined by the Committee on such reasonable basis as it decides.

6.3 Adjustments to extent of Vesting

Notwithstanding any other provision of the Plan, and irrespective of whether and to what extent any Performance Condition has been satisfied, the Committee may at any time prior to the settlement of an Award and at its absolute discretion:

(a) reduce (including to nil) or increase the extent to which an Award would otherwise Vest or remain Vested under Rule 6.2 (Extent of Vesting); and
(b) impose any other condition on the Vesting of an Award,

in circumstances the Committee considers exceptional. In doing so, it may take into account any factors it considers relevant (including, but not limited to, the performance of the Company, any other Group Company or the Participant).

6.4 Restrictions on Vesting: regulatory and tax issues

An Award shall not Vest unless and until the following conditions are satisfied:

(a) if the Award is a Conditional Award, its Vesting, and the issue or transfer of Shares on (or shortly after) Vesting, would be lawful and comply with Applicable Laws and any share dealing code of the Company;
(b) if a Tax Liability would arise by virtue of such Vesting and the Committee decides that this shall not (or cannot) be satisfied by the sale of Shares pursuant to Rule 6.6 (Payment of Tax Liability), the Participant has entered into arrangements acceptable to the Committee that the relevant Group Company will receive the amount of such Tax Liability;
(c) to the extent required by the Committee on or prior to the Grant Date, the Participant has entered into such arrangements as the Committee requires (and where permitted in the relevant jurisdiction) to satisfy a Participating Company's liability to account to the relevant authority for social security contributions in respect of the Vesting of the Award; and
(d) where the Committee requires, the Participant has entered into, or agreed to enter into, a valid election under Part 7 of ITEPA (Employment income: elections to disapply tax charge on restricted securities) or any similar arrangement in any overseas jurisdiction.

For the purposes of this Rule 6.4, references to a Group Company include any former Group Company.

6.5 Tax Liability before Vesting

If a Participant will, or is likely to, incur any Tax Liability before an Award Vests, they must enter into arrangements acceptable to any relevant Group Company to ensure that it receives the amount of such Tax Liability. If no such arrangement is made, the Participant shall be deemed to have authorised the Company to sell or procure the sale on their behalf of sufficient of the Vested Shares subject to their Award to ensure that the relevant Group Company receives that amount.

For the purposes of this Rule 6.5, references to a Group Company include any former Group Company.

6.6 Payment of Tax Liability

The Participant authorises the Company to sell or procure the sale on their behalf of sufficient Vested Shares on or following the Vesting of their Award to ensure that any relevant Group Company or former Group Company receives the amount required to discharge the Tax Liability which arises on Vesting except to the extent that the Committee decides that all or part of the Tax Liability shall be funded in a different manner.

7. CONSEQUENCES OF VESTING

7.1 Options

(a) An Option shall, subject to Rule 8.1 (Restrictions on the exercise of an Option: regulatory and tax issues), be exercisable in respect of Vested Shares during the Exercise Period unless it lapses earlier under Rule 12 (Leavers) or Rule 13 (Takeovers and other corporate events).
(b) If an Option is not exercised by the end of the Exercise Period because of any regulatory restrictions referred to in Rule 8.1(a), the Committee may extend the Exercise Period for such limited period as it determines appropriate to permit the Option to be exercised as soon as those restrictions cease to apply.
(c) If, at the end of the Exercise Period (or any extended Exercise Period under Rule 7.1(b)), an Option remains unexercised and would otherwise lapse under Rule 8.6 (Lapse of Options), the Committee may determine that the Option shall be treated as having been exercised on the last Dealing Day of the Exercise Period during which exercise would be permitted under Rule 8.1 (Restrictions on the exercise of an Option: regulatory and tax issues).

7.2 Conditional Awards

On or as soon as reasonably practicable and in any event not later than 30 days after the Vesting of a Conditional Award, the Board shall, subject to Rule 6.6 (Payment of Tax Liability) and any arrangement made under Rules 6.4(b) and 6.4(c), transfer or procure the transfer of the Vested Shares to the Participant.

7.3 Delivery of Dividend Equivalent

If the Committee decided under Rule 3.4 (Treatment of Dividends) that a Participant would be entitled to the Dividend Equivalent in relation to Shares under their Award but did not decide at that time whether the Dividend Equivalent would be provided in the form of cash and/or Shares, the Committee shall decide this on or before the transfer of the Vested Shares to the Participant.

The Committee, acting fairly and reasonably, may decide to exclude the value of all or part of a special dividend or any other dividend from the amount of the Dividend Equivalent.

The provision of the Dividend Equivalent shall be made as soon as practicable after the issue or transfer of Vested Shares and:

(a) any cash payment, shall be subject to such deductions (on account of tax or similar liabilities) as may be required by law or as the Board may reasonably consider to be necessary or desirable;

(b) if Shares are provided, Rule 6.4 (Restrictions on Vesting: regulatory and tax issues) and Rule 6.6 (Payment of Tax Liability) shall apply as to the Vesting of an Award and, in the case of an Option, Rule 8 (Exercise of Options) shall apply as to the exercise of the Option.

8. EXERCISE OF OPTIONS

8.1 Restrictions on the exercise of an Option: regulatory and tax issues

A Vested Option may not be exercised unless:

(a) that exercise and the consequent issue or transfer of Shares would be lawful and comply with Applicable Laws and any share dealing code of the Company;
(b) if, on that exercise, a Tax Liability would arise and the Committee decides that it shall not (or cannot) be satisfied by selling Shares pursuant to Rule 8.4 (Payment of Tax Liability), then the Participant must have entered into arrangements acceptable to the Committee that the relevant Group Company shall receive the amount of that Tax Liability;
(c) to the extent determined by the Committee on or prior to grant the Participant has entered into such arrangements as the Committee requires (and where permitted in the relevant jurisdiction) to satisfy a Group Company's liability to account to the relevant authority for social security contributions in respect of the exercise of the Option; and
(d) where the Committee requires, the Participant has entered into, or agreed to enter into, a valid election under Part 7 of ITEPA (Employment income: elections to disapply tax charge on restricted securities) or any similar arrangement in any overseas jurisdiction.

For the purposes of this Rule 8.1, references to a Group Company include any former Group Company.

8.2 Exercise in whole or part

An Option must be exercised to the maximum extent possible at the time of exercise unless the Committee decides that a Participant may exercise it in respect of a fewer number of Shares.

8.3 Method of exercise

An Option shall be exercised in the form and manner prescribed by the Committee. Unless the Committee, acting fairly and reasonably determines otherwise, any notice of exercise shall, subject to Rule 8.1 (Restrictions on the exercise of an Option: regulatory and tax issues), take effect on the final Dealing Day of the Exercise Window provided the Company has prior to that date received the notice of exercise, together with payment of any Option Price (or, if the Board so permits, an undertaking to pay that amount).

8.4 Payment of Tax Liability

The Participant authorises the Company to sell or procure the sale of sufficient Vested Shares on or following the exercise of their Option on their behalf to ensure that any relevant Participating Company receives the amount required to discharge any Tax Liability which arises on such exercise except to the extent that the Board decides that all or part of the Tax Liability shall be funded in a different manner.

8.5 Transfer or allotment timetable

As soon as reasonably practicable and in any event not later than 30 days after an Option has been exercised, the Company shall, subject to Rule 8.4 (Payment of Tax Liability) and any arrangement made under Rules 8.1(b) and 8.1(c), transfer or procure the transfer to them or, if appropriate, allot to them the number of Shares in respect of which the Option has been exercised.

8.6 Lapse of Options

Subject to Rules 7.1(b) and 7.1(c), an Option which has become exercisable shall lapse at the end of the Exercise Period if it has not been exercised unless it lapses earlier under Rule 12 (Leavers) or Rule 13 (Takeovers and other corporate events) or any other provision of these Rules.

9. HOLDING PERIOD

9.1 Applicability of a Holding Period

This Rule 9 shall apply to Shares acquired or delivered on the Vesting or exercise of an Award granted to an Executive Director (where required by the Directors' Remuneration Policy) or to any other Participant where the Committee determines that a Holding Period shall apply (as provided for in Rule 3.2(h)) .

9.2 Restrictions on the sale, transfer, disposal and assignment of Net Vested Shares

Subject to Rule 9.3 (Permitted transfers during the Holding Period) below, a Participant to which this Rule 9 applies is required:

(a) to hold their Net Vested Shares during the applicable Holding Period in accordance with such terms and conditions that the Committee may impose from time to time, which may include their Net Vested Shares being held by a nominee appointed by the Company;
(b) not to sell, transfer, assign, pledge, charge or dispose of any interest in their Net Vested Shares until the expiry of the applicable Holding Period;
(c) if, during the applicable Holding Period, they acquire any additional Shares by virtue of holding Net Vested Shares during the Holding Period, those additional Shares shall also be held subject to the terms of this Rule 9 as they apply to the original Net Vested Shares unless the Committee, in its discretion, determines otherwise; and
(d) to execute any other document required by the Committee at any time to give effect to the restrictions under this Rule 9.

For the avoidance of doubt:

(i) Net Vested Shares shall not be subject to any risk of forfeiture during the Holding Period (other than to satisfy Malus and Clawback); and
(ii) any Shares delivered in respect of a Dividend Equivalent under Rule 7.3 shall not be subject to the Holding Period.

9.3 Permitted transfers during the Holding Period

Subject to the prior approval of the Committee, the Participant may, during the Holding Period, transfer or assign some or all of their Net Vested Shares to their spouse or civil partner or to the Participant's personal pension plan (the "transferee"), provided that the transferee has agreed to comply with this Rule 9.3, any other terms and conditions imposed by the Committee and the decisions of the Committee and the transferee agrees not to sell, transfer, assign, pledge, charge or dispose of those Net Vested Shares until the expiry of the Holding Period.

The Committee may allow a Participant to sell, transfer, assign, pledge, charge or dispose of some or all of their Net Vested Shares before the end of the Holding Period, subject to any terms and conditions that the Committee specifies.

9.4 Expiry of the Holding Period

The Holding Period shall expire on the earliest of:

(a) the date determined by the Committee pursuant to Rule 3.2(h);
(b) the date of an event under Rule 13.1 (General offers) or 13.2 (Schemes of arrangement and winding up) (excluding an internal reorganisation under Rule 13.4 (Internal reorganisations));
(c) the death of the Participant; and
(d) any other date determined by the Committee at its discretion.

Net Vested Shares shall cease to be subject to any restrictions under this Rule 9 once the Holding Period has expired.

9.5 Interaction with the Company's share ownership requirements

Nothing in this Rule 9 shall remove and/or reduce any additional requirements that may apply to the Participant under the Company's share ownership requirements.

10. CASH ALTERNATIVE

10.1 Committee determination

Where an Option has been exercised or where a Conditional Award Vests and Vested Shares have not yet been allotted or transferred to the Participant, the Committee may determine that, in substitution for their right to acquire any number of Vested Shares as the Committee decides (but in full and final satisfaction of their right to acquire those Shares), they shall be paid a sum equal to the cash equivalent (defined in Rule 10.3 (Cash equivalent)) of that number of Shares in accordance with this Rule 10.

10.2 Limitation on the use of this Rule

Rule 10.1 shall only ordinarily be used in exceptional circumstances or in connection with net settlement arrangements and shall not apply in relation to an Award made to a Participant in any jurisdiction where the presence of Rule 9.1 would cause:

(a) the grant of the Award to be unlawful or for it to fall outside any applicable securities law exclusion or exemption; or

(b) adverse tax or social security contribution consequences for the Participant or any Participating Company as determined by the Board,

provided that this Rule 10.2 shall only apply if its application would prevent the occurrence of a consequence referred to in (a) or (b) above.

10.3 Cash equivalent

For the purpose of this Rule 10, the cash equivalent of a Share is:

(a) in the case of a Conditional Award, the market value of a Share on the day when the Award Vests; or
(b) in the case of an Option, the market value of a Share on the day when the Option is exercised less the Option Price (if any) in respect of that Share.

Market value on any day shall be determined as follows:

(a) if on the day of Vesting or exercise, Shares are quoted in the London Stock Exchange Daily Official List, the closing middle-market quotation of a Share, as derived from that List, on that day; or
(b) if Shares are not so quoted, such value of a Share as the Committee reasonably determines.

10.4 Payment of cash equivalent

As soon as reasonably practicable after the Committee has determined under Rule 10.1 that a Participant shall be paid a sum in substitution for the right to acquire any number of Vested Shares the Company shall pay to them or procure the payment to them of that sum in cash.

10.5 Deductions

There shall be deducted from any payment under this Rule 10 any amounts (on account of tax or similar liabilities) required by law or as the Board may reasonably consider to be necessary or desirable.

11. LAPSE OF AWARDS

An Award shall lapse:

(a) in accordance with the Rules; or
(b) to the extent it does not Vest and is no longer capable of Vesting.

12. LEAVERS

12.1 Good leavers before the Normal Vesting Date

If a Cessation occurs before the Normal Vesting Date of an Award due to:

(a) the Participant's death;
(b) the Participant's ill-health, injury or disability (evidenced to the satisfaction of the Committee);
(c) the Participant's redundancy (within the meaning of the Employment Rights Act 1996 or applicable local law equivalent);
(d) the Participant's retirement with the agreement of the Committee;
(e) the Participant's office or employment being either with a company which ceases to be a Participating Company or relating to a business or part of a business which is transferred to a person who is not a Participating Company; or
(f) in any other circumstances where the Committee determines that this Rule 12.1 shall apply in relation to the Award,

then, subject to Rule 6.1 (Timing of Vesting: Normal Vesting Date) and Rule 6.4 (Restrictions on Vesting: regulatory and tax issues), that Award shall Vest on the Normal Vesting Date except in the case of death or where the Committee determines otherwise, in which cases it shall Vest on the Early Vesting Date.

In either case, Vesting may be subject to any additional conditions that the Committee specifies and Rule 12.4 (Leavers: reduction in number of Vested Shares) shall apply. Where the Award is an Option, subject to Rule 7.1 (Options), Rule 8 (Exercise of Options) and Rule 13 (Takeovers and other corporate events), it shall be exercisable in the six months (or in the case of the Participant's death 12 months) commencing on the date of on which it Vests and, to the extent it is not exercised, it shall lapse at the end of that period.

12.2 Other leavers before the Normal Vesting Date

If a Cessation occurs before the Normal Vesting Date of an Award in any circumstances other than those specified in Rule 12.1 (Good leavers before the Normal Vesting Date), the Award shall lapse immediately.

12.3 Cessation of employment on or after the Normal Vesting Date

If a Cessation occurs on or after the Normal Vesting Date for any reason (other than misconduct dishonesty, fraud, or any other reason justifying summary dismissal), any unexercised Option held by the Participant that is or becomes exercisable shall, subject to Rule 7.1 (Options), Rule 8 (Exercise of Options) and Rule 13 (Takeovers and other corporate events), be exercisable in the six months (or in the case of the Participant's death 12 months) commencing on the date of Cessation and, to the extent it is not exercised, it shall lapse at the end of that period.

If a Cessation occurs on or after the Normal Vesting Date due to misconduct dishonesty, fraud, or any other reason justifying summary dismissal, any unexercised Option held by the Participant shall lapse.

12.4 Leavers: reduction in number of Vested Shares

Where this Rule 12.4 applies, the Committee shall determine the number of Vested Shares of the relevant Award by applying:

(a) any Performance Condition and any other condition imposed on the Vesting of the Award; and
(b) a pro rata reduction to the number of Shares determined under Rule 12.4(a) based on the period starting on the Grant Date and ending on the date of Cessation (or, if later, and if the Committee determines, the last date on which the Participant is an employee or

director of any Group Company) relative to the period commencing on the Grant Date and ending on the relevant date determined under Rule 3.2(f) (for the purpose of ascertaining the Normal Vesting Date (unless the Committee, acting fairly and reasonably, decides that a lesser (or no) reduction is appropriate, in which case it may increase the number of Vested Shares to such higher number as it decides provided that number does not exceed the number of Shares determined under Rule 12.4(a)).

If an Award Vests under any of Rules 13.1 (General offers) to 13.3 (Demergers and other events) following a Cessation of the relevant Participant, then this Rule 12.4 shall take precedence over Rule 13.5 (Corporate events: reduction of number in Vested Shares).

To the extent that an Award is reduced in accordance with this Rule 12.4, it will lapse and become incapable of Vesting in respect of the relevant number of Shares by which it is reduced.

13. TAKEOVERS AND OTHER CORPORATE EVENTS

13.1 General offers

If any person (or group of persons acting in concert):

(a) obtains Control of the Company as a result of making a general offer to acquire Shares; or
(b) having obtained Control of the Company makes such an offer and such offer becomes unconditional in all respects,

then, subject to Rule 13.4 (Internal reorganisations):

(i) subject to Rule 6.4 (Restrictions on Vesting: regulatory and tax issues), all Awards shall Vest on the date of that event if they have not then Vested and Rule 13.5 (Corporate events: reduction of number in Vested Shares) shall apply; and
(ii) any Option may, subject to Rule 8.1 (Restrictions on the exercise of an Option: regulatory and tax issues), be exercised within one month of the date of that event (or, if shorter, until the expiry of the Exercise Period), but to the extent that an Option has not been exercised at the end of that period it shall lapse (regardless of any other provision of the Plan).

13.2 Schemes of arrangement and winding up

If:
(a) a compromise or arrangement is sanctioned by the Court under section 899 of the Companies Act 2006 in connection with or for the purposes of a change in Control of the Company; or
(b) the Company passes a resolution for a voluntary winding up of the Company; or
(c) an order is made for the compulsory winding up of the Company,

all Awards shall, subject to Rule 6.4 (Restrictions on Vesting: regulatory and tax issues) and Rule 13.4 (Internal reorganisations), Vest on the date of that event if they have not then Vested and Rule 13.5 (Corporate events: reduction of number in Vested Shares) shall apply.

If an event described in this Rule 13.2 occurs, an Option may, subject to Rule 8.1 (Restrictions on the exercise of an Option: regulatory and tax issues) and Rule 13.4 (Internal reorganisations), be exercised within one month of that event (or, if shorter, until the expiry of the Exercise Period), but to the extent that the Option is not exercised within that period, it shall lapse (regardless of any other provision of the Plan).

13.3 Demergers and other events

If a demerger, special dividend or other material corporate event (the "Event") is proposed which, in the opinion of the Committee, would affect the market price of the Shares to a material extent or operation of the Plan, then the Committee may, at its discretion, decide that either Rule 14 (Adjustment of Awards) or the following provisions shall apply:

(a) the Committee shall, as soon as reasonably practicable after deciding to apply these provisions, notify a Participant that their Award Vests if it has not already Vested and/or, if relevant, their Option may, subject to Rule 8.6 (Lapse of Options) and Rule 12 (Leavers), be exercised on such terms as the Committee may determine and during such period preceding the Event or on the Event as the Committee may determine and, if the Award is an Option, it shall (regardless of any other provision of the Plan) lapse at the end of that period to the extent unexercised;
(b) if an Award Vests or an Option is exercised conditional upon the Event and such Event does not occur, then the conditional Vesting or exercise shall not be effective and the Award shall continue to subsist; and
(c) if an Award Vests under this Rule 13.3, the date of that Vesting shall be the Early Vesting Date and the provisions of Rule 13.5 (Corporate events: reduction of number in Vested Shares) shall apply.

13.4 Internal reorganisations

If:

(a) a company (for the purposes of this Rule 13.4, the "Acquiring Company") is expected to obtain Control of the Company as a result of an offer referred to in Rule 13.1 (General offers) or a compromise or arrangement referred to in Rule 13.2(a); and
(b) at least 75% of the shares in the Acquiring Company are expected to be held by substantially the same persons who were shareholders in the Company immediately before the obtaining of that Control,

then the Committee, with the consent of the Acquiring Company, may decide that an Award shall not Vest under Rule 13.1 (General offers) or Rule 13.2 (Schemes of arrangement and winding up) but shall be automatically surrendered in consideration for the grant of a new award which the Committee determines is equivalent to the Award (including as to any Performance Condition) it replaces except that it will be over shares in the Acquiring Company or some other company.

The Rules will apply to any new award granted under this Rule 13.4 as if references to Shares were references to shares over which the new award is granted and references to the Company were references to the company whose shares are subject to the new award.

13.5 Corporate events: reduction in number of Vested Shares

If an Award Vests under any of Rules 13.1 (General offers) to 13.3 (Demergers and other events), the Committee shall determine the number of Vested Shares of that Award by applying:

(a) any Performance Condition and any other condition imposed on the Vesting of the Award; and
(b) subject to Rule 12.4 (Leavers: reduction in number of Vested Shares), a pro rata reduction to the number of Shares determined under Rule 13.5(a) based on the period starting on the Grant Date and ending on the date of the relevant event relative to the period commencing on the Grant Date and ending on the relevant date determined under Rule 3.2(f) (for the purpose of ascertaining the Normal Vesting Date, unless the Committee, acting fairly and reasonably, decides that the reduction under Rule 13.5(b) is inappropriate in which case it may increase the number of Vested Shares to such higher number as it decides provided that number does not exceed the number of Shares determined under Rule 13.5(a).

14. ADJUSTMENT OF AWARDS

14.1 General rule

In the event of:

(a) a variation of the share capital of the Company; or
(b) a demerger, special dividend or other similar event which affects the market price of Shares to a material extent,

the Committee may adjust Awards as it considers appropriate under Rule 14.2 (Method of adjustment).

14.2 Method of adjustment

An adjustment made under this Rule shall be one or more of:

(a) the number, nature or class of Shares comprised in an Award;
(b) subject to Rule 14.3 (Adjustment below market value), the Option Price; and
(c) where any Award has Vested or Option has been exercised but no Shares have been transferred or allotted after such Vesting or exercise, the number of Shares which may be so transferred or allotted and (if relevant) the price at which they may be acquired.

14.3 Adjustment below nominal value

An adjustment under Rule 14.2 (Method of adjustment) may reduce the price at which Shares may be subscribed for on the exercise of an Option to less than their nominal value, but only if and to the extent that the Board is authorised:

(a) to capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares in respect of which the Option is exercised and which are to be allotted after such exercise exceeds the price at which the Shares may be subscribed for; and
(b) to apply that sum in paying up that amount on those Shares,

so that, on exercise of any Option in respect of which such a reduction has been made, the Board shall capitalise that sum (if any) and apply it in paying up that amount.

15. MALUS AND CLAWBACK

15.1 Applicability of Malus and Clawback

This Rule 15 shall apply to Awards regardless of any other provisions of the Plan.

15.2 Events that lead to Malus and Clawback

The Committee may, at any time before the later of (a) the third anniversary of the date on which an Award Vests and (b) the date on which the Company publishes its audited accounts for the third financial year immediately following the end of the period over which performance is measured for the purpose of any Performance Condition decide that the individual to whom an Award was granted (the "Relevant Individual") shall be subject to Malus and Clawback in relation to that Award if one or more Relevant Events occurs and/or are discovered prior to such date.

15.3 Amount to be subject to Malus and Clawback

The Committee shall determine the amount to be subject to Malus and Clawback having regard to such factors as it considers appropriate. These may include (but shall not be limited to) all or part of the value under the Award which the Committee considers has been granted or Vested because of a Relevant Event.

15.4 Satisfaction of the Malus and Clawback

In order to satisfy the Malus and Clawback, the Committee may:

(a) reduce (including to zero) all or any of the following elements of the remuneration of the Relevant Individual:
- (i) the amount of any future bonus which would, but for the operation of the Malus and Clawback, be payable to them under any bonus plan operated by any Participating Company;
- (ii) the number of Shares subject to any subsisting award (either unvested or vested but unexercised, as relevant) held by them under any deferred bonus plan operated by any Participating Company;
- (iii) the number of Shares subject to any subsisting Award and/or other award (either unvested or vested but unexercised, as relevant) held by them under the Plan or any other employees' share plan or share award arrangement notwithstanding the extent to which any performance condition and/or any other condition imposed on the relevant award has been satisfied; and/or
(b) require the Relevant Individual to pay to such Participating Company as the Committee may direct, and on such terms as the Committee may direct (including, but without limitation to, on terms that the relevant amount is to be deducted or withheld from the Relevant Individual's salary or from any other payment to be made to them by any Group Company), such amount as is required for the Malus and Clawback to be satisfied in full.

Any reduction made pursuant to Rule 15.4(a) shall be made at such time or times as the Committee determines and, in the case of unvested awards, shall be when they would otherwise ordinarily vest unless the Committee decides otherwise.

15.5 Reduction in Awards to give effect to Malus and Clawback provisions in other plans

The Committee may decide at any time to reduce the number of Shares subject to an Award (including reducing such number to zero) to give effect to malus and clawback provisions of any form or name contained in any incentive plan, bonus plan or other arrangement operated by any Participating Company. The reduction shall be in accordance with the terms of the relevant provisions of that plan or arrangement or, in the absence of any such term, on such basis as the Committee, acting fairly and reasonably, determines.

16. ALTERATIONS

16.1 General rule on alterations

Except as described in Rule 16.2 (Shareholder approval) and Rule 16.4 (Alterations to the disadvantage of Participants) the Committee may at any time alter the Plan or the terms of any Award.

16.2 Shareholder approval

Except as described in Rule 16.3 (Exceptions to shareholder approval), no alteration to the advantage of an individual to whom an Award has been or may be granted shall be made under Rule 16.1 (General rule on alterations) to the provisions concerning:

(a) eligibility;
(b) the individual limits on participation;
(c) the overall limit on the issue of Shares or the transfer of treasury Shares;
(d) the basis for determining a Participant's entitlement to, and the terms of, Shares or cash provided under the Plan;
(e) the adjustments that may be made in the event of any variation of capital; and
(f) the terms of this Rule 16.2,

without the prior approval by ordinary resolution of the members of the Company in general meeting.

16.3 Exceptions to shareholder approval

Rule 16.2 (Shareholder approval) shall not apply to:

(a) any minor alteration to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants or any Participating Company; or
(b) any alteration relating to the Performance Condition made under Rule 16.5 (Alterations to a Performance Condition).

16.4 Alterations to disadvantage of Participants

No alteration to the material disadvantage of Participants (other than a change to any Performance Condition in accordance with Rule 16.5) shall be made under Rule 16.1 (General rule of alterations) unless:

(a) the Committee has invited every relevant Participant to indicate whether or not they approve the alteration; and
(b) the alteration is approved by a majority of those Participants who have given such an indication.

16.5 Alterations to a Performance Condition

The Committee may amend any Performance Condition without prior shareholder approval or Participant approval if:

(a) an event has occurred which causes the Committee reasonably to consider that it would be appropriate to amend the Performance Condition;
(b) the altered Performance Condition will not be materially less challenging to satisfy than the unaltered Performance Condition would have been but for the event in question; and
(c) the Committee shall act fairly and reasonably in making the alteration.

17. MISCELLANEOUS

17.1 Employment

The rights and obligations of any individual under the terms of their office or employment with any Participating Company shall not be affected by their participation in the Plan or any right which they may have to participate in it. An individual who participates in the Plan waives any and all rights to compensation or damages in consequence of the termination of their office or employment for any reason whatsoever insofar as those rights arise or may arise from them ceasing to have rights under an Award as a result of such termination. Participation in the Plan shall not confer a right to continued employment upon any individual who participates in it. The grant of any Award does not imply that any further Award will be granted nor that a Participant has any right to receive any further Award.

17.2 Disputes

In the event of any dispute or disagreement as to the interpretation of the Plan, or as to any question or right arising from or relating to the Plan, the decision of the Committee shall be final and binding upon all persons.

17.3 Exercise of powers and discretion

The exercise of any power or discretion by the Committee shall not be open to question by any person and a Participant or former Participant shall have no rights in relation to the exercise of or omission to exercise any such power or discretion.

17.4 Share rights

All Shares allotted under the Plan shall rank equally in all respects with Shares then in issue except for any rights attaching to them by reference to a record date before the date of the allotment.

Where Vested Shares are transferred, Participants shall be entitled to all rights attaching to those Shares by reference to a record date on or after the date of such transfer.

17.5 Listing of Shares

If and so long as Shares are listed on the Official List and traded on the London Stock Exchange, the Company will apply for the listing of any Shares issued under the Plan in accordance with the Listing Rules.

17.6 Notices

Any notice or other communication under or in connection with the Plan may be given:

(a) by personal delivery or by sending the same by first class post, in the case of a company to its registered office, and in the case of an individual to their last known address, or, where a director or employee of a Participating Company, either to their last known address or to the address of the place of business at which the employee performs the whole or substantially the whole of the duties of their office or employment;
(b) in an electronic communication to their usual business address or such other address for the time being notified for that purpose to the person giving the notice; or
(c) by such other method as the Board determines.

Any such notice shall be deemed to have been received (i) if delivered by hand, at the time the notice is left at the proper address; (ii) if sent by first class post, at 9.00 am on the second business day after posting; (iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume (and for these purposes, business hours means 9.00am to 5.00pm on a business day in the place of receipt); and (iv) if sent by any other method determined by the Board, on the fifth business day after it has been sent.

17.7 Third parties

No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan.

17.8 Benefits not pensionable

Benefits provided under the Plan shall not be pensionable.

17.9 Data Protection

Personal data relating to Participants and any individuals who may be eligible to participate in the Plan may be collected, processed and transferred for any purpose relating to the operation of the Plan in compliance with any Applicable Laws and any data privacy notice and/or policies of any Group Company (or former Group Company) in force from time to time.

17.10 International Plans

The Committee or the Board, as relevant, may at any time by resolution and without seeking further shareholder approval establish further plans or sub-plans (outside the Plan) for overseas territories, governed by rules similar to these Rules but modified to take account of local tax, exchange control or securities laws, provided that any Shares made available under such further plans are treated as counting against the limits on individual and overall participation in the Plan.

17.11 Governing law

The Plan and all Awards shall be governed by and construed in accordance with the laws of England and Wales and the Courts of England and Wales have exclusive jurisdiction to hear any dispute (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation.

APPENDIX

CASH CONDITIONAL AWARDS

The Rules of the Plan shall apply to a right (a "Cash Conditional Award") to receive a cash sum granted under this Appendix as if it was a Conditional Award, except as modified by the terms set out in this Appendix. Where there is any conflict between the Rules and this Appendix, the terms of this Appendix shall prevail.

1. The Committee may in exceptional circumstances grant or procure the grant of a Cash Conditional Award.
1. Each Cash Conditional Award shall relate to a given number of notional Shares.
1. On its Vesting, the holder of that Cash Conditional Award shall be entitled to a cash sum equal to the "Cash Value" of the notional Vested Shares, where the Cash Value of a notional Share is the market value of a Share on the date of such Vesting. For this purpose, the market value of a Share on any day shall be determined in accordance with Rule 10.3 (Cash equivalent).
1. Rule 10.5 (Deductions) shall apply to any sum payable under paragraph 3 above.
1. For the avoidance of doubt, a Cash Conditional Award shall not confer any right on its holder to receive or acquire Shares or any interest in Shares.