MCBRIDE PLC — Remuneration Information 2023

Oct 17, 2023

Rules of the McBride plc 2014 Long-Term Incentive Plan

Approved by the Company in general meeting on 20th October 2014 and as subsequently amended by the Committee on 5 th September 2017, 19th February 2019 and 10th September 2020.

1.	DEFINITIONS 1
2.	COMMENCEMENT AND TITLE54
3.	GRANT OF AWARDS5
4.	PLAN LIMITS 76
5.	INDIVIDUAL LIMIT76
6.	ASSIGNMENT AND TRANSFER 76
7.	EXERCISE PRICE OF AN OPTION 7
8.	RESTRICTED SHARE AWARD87
9.	EXERCISE OF OPTIONS AND VESTING OF ALLOCATIONS AND NOTIONAL ALLOCATIONS 87
10.	LAPSE 109
11.	MANNER OF EXERCISE OF OPTIONS OR VESTING OF ALLOCATIONS 109
12.	MANNER OF VESTING OF NOTIONAL ALLOCATIONS 1211
13.	CASH ALTERNATIVE1211
14.	CLAWBACK 1312
15.	RECONSTRUCTION, TAKEOVER OR LIQUIDATION 1413
16.	CAPITAL REORGANISATION1615
17.	EMPLOYMENT RIGHTS 1615
18.	ADMINISTRATION AND AMENDMENT 1716
19.	DATA PROTECTION 1817
20.	EXCLUSION OF THIRD PARTY RIGHTS1817
21.	TERMINATION 1917
22.	GOVERNING LAW 1918
	HOLDING PERIOD APPENDIX2019

RULES OF THE McBRIDE plc 2014 LONG-TERM INCENTIVE PLAN

1. DEFINITIONS

In these Rules (unless the context otherwise requires) the following words and phrases have the following meanings:

"Admitted" means admitted to trading on the London Stock Exchange's market for listed securities;

"Allocation" means a conditional award of a specified number of Shares;

"Allocation Bonus" means the sum paid or to be paid to a Participant by way of remuneration on the vesting of a Notional Allocation being a cash amount equal to the Allocation Price for each Share under a Notional Allocation which vests;

"Allocation Price" means the Market Value of a Share at the Vesting Date to be determined using the definition of Market Value but substituting the "Vesting Date" for "Dealing Day immediately preceding the Date of Grant";

"Announcement Date" means the date on which the results of the Group for any period are announced;

"Associated Company" has the meaning given to it in section 416 of the Income and Corporation Taxes Act 1988;

"Award" means any Allocation, Option, Restricted Share Award or Notional Allocation;

"Award Tax Liability" means an amount sufficient to satisfy all United Kingdom and/or other taxes, duties, social security or national insurance contributions (including any Employer's NICs which are the subject of an election under Rule 11.3) or any other amounts which are required to be withheld or accounted for by a Participant's Employing Company, the Company, any Associated Company of the Company or the Trustees in connection with the grant, holding and/or vesting of an Award;

"Board" means the board of directors from time to time of the Company or a duly authorised committee (which includes the Committee) of the Board;

"Clawback" has the meaning given to it in Rule 14;

"Commencement Date" means the date on which the Plan is approved by the Company in general meeting;

"Committee" means the remuneration committee of the Board or, on or after the occurrence of a Specified Event, the remuneration committee of the Board as constituted immediately before such event occurs;

"Company" means McBride plc;

"Control" has the meaning given to it by section 719 of ITEPA;

"Date of Grant" means the date on which an Award is granted in accordance with Rule 3.1;

"Dealing Code" means any relevant share dealing code of the Company, the City Code on Takeovers and Mergers, MAR and any other relevant UK or overseas regulation or enactment;

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

"Dividend Equivalent" means a benefit calculated by reference to dividends (or equivalent payment method) paid on Shares as described in Rule 3.10;

"Earnings" means, at the Committee's discretion, either:

• (a) the cash earnings (excluding bonuses) of the office(s) or employment(s) by virtue of which an Eligible Employee is eligible to participate in the Plan during the period of 12 months ending on the relevant Date of Grant or the last accounting period of the Company, if greater; or
• (b) the aggregate annual rate of cash earnings (excluding bonuses) of an Eligible Employee payable in respect of all such office(s) or employment(s) on the Date of Grant of an Award;

"Eligible Employee" means any employee (including a director) of any Group Company who is required to devote substantially the whole of his working time to his employment or office;

"Employer's NICs" means secondary Class 1 national insurance contributions;

"Employing Company" means any Group Company or any Associated Company of the Company by which the Participant is or, where the context so admits, was employed;

"Employment" means office or employment with any Group Company;

"Exercise Price" means the price at which a Participant may exercise an Option established in accordance with Rule 7;

"Group" means the Company and its Subsidiaries from time to time and the phrase Group Company shall be construed accordingly;

"Holding Period" means the period starting on the Vesting Date or start of the Option Period (as relevant) and ending on the earliest of the dates specified in paragraph 3 of the Holding Period Appendix to the Rules during which a Participant agrees not to sell, transfer, assign or dispose of their Net Vested Shares on terms agreed with the Committee in accordance with the Holding Period Appendix to the Rules;

"Internal Reorganisation" means any compromise, arrangement or offer (including any Specified Event) which, in the reasonable opinion of the Committee, having regard to the shareholdings in the Company and any acquiring company before and after the compromise, arrangement or offer and/or the consideration given for the acquisition of the Shares and/or any other matter which it considers relevant, is in the nature of an internal reorganisation or reconstruction of the Company;

"ITEPA" means the Income Tax (Earnings and Pensions) Act 2003 of the United Kingdom

"London Stock Exchange" means London Stock Exchange plc or any successor company or body carrying on the business of London Stock Exchange plc;

"MAR" means the Market Abuse Regulation (EU) 596/2014 (or any equivalent UK legislation in effect after the UK leaves the European Union)

"Market Value" means, in relation to a Share on a particular date:

(a) at any time at which the Shares are Admitted either:

• (i) its middle market quotation (as derived from the Daily Official List of the London Stock Exchange) on the Dealing Day immediately preceding the relevant date; or
• (ii) the average of the middle market quotations during a period determined by the Committee of up to 5 Dealing Days ending with the Dealing Day immediately preceding the relevant date,

provided such Dealing Day(s) do not fall within any period when dealing in Shares is prohibited under any Dealing Code; or

(b) at any time at which the Shares are not Admitted, the Committee's reasonable opinion of the fair market value on the day immediately preceding the Date of Grant of the Award;

"Notional Allocation" means a notional right to acquire a specified number of Shares at the Vesting Date in accordance with the Rules;

"Net Vested Shares" means the vested Shares acquired or received by a Participant on or following the Vesting Date or exercise of an Option, as appropriate, in each case during the Holding Period, less: (a) a number of Shares that have an aggregate market value on the Vesting Date or exercise of the Option, as relevant, equal to the Participant's Tax Liability due and arising on such Vesting Date or exercise of the Option, as relevant; or (b) if the vested Shares are sold to satisfy the Participant's Tax Liability due on the Vesting Date or exercise of the Option, as relevant, such number of vested Shares so sold;

"Option" means a right to acquire a specified number of Shares at the Exercise Price determined in accordance with Rule 7;

"Option Period" means the period commencing on the third anniversary of the Date of Grant of an Option and ending on the day preceding the tenth anniversary thereof or such other period as the Committee may on or before such Date of Grant determine commencing not earlier than the third anniversary and ending not later than the day preceding the tenth anniversary of such Date of Grant;

"Participant" means any Eligible Employee who has been granted and remains entitled to a Subsisting Award (and where the context admits the personal representative(s) of any such individual) or was entitled to a Subsisting Award as relevant under the Holding Period Appendix to the Rules;

"Performance Condition(s)" means any condition or conditions relating to the performance of the Company or Group which, subject to Rule 3.12, will be determined by the Committee on or prior to the Date of Grant of an Award;

"Performance Period" means the period or periods specified by the Committee in respect of which any Performance Condition is to be measured for the purpose of determining whether or to what extent the Performance Condition has been satisfied, being the three years commencing on the Date of Grant or, if earlier, the date of the beginning of the financial year in which the Award is granted, or such other period as the Committee may specify prior to the Date of Grant of an Award;

"Personal Data" has the meaning given to that term in section 3(2) of the Data Protection Act 2018;

"Plan" means this plan as governed by the Rules;

"Restricted Shares" means Shares which are the subject of a Restricted Share Award;

"Restricted Share Award" means an award of Shares to an Eligible Employee as set out in Rule 8;

"Rules" means these rules as from time to time amended in accordance with their provisions by the Committee or by the Company in general meeting;

"Share" means a fully paid ordinary share in the capital of the Company or other security representing such share in the capital of the Company;

"Specified Event" means the date on which:

• (a) any person obtains Control of the Company as a result of making a general offer to acquire the whole of the issued share capital of the Company or all the shares in the Company which are of the same class as the Shares; or
• (b) the Court sanctions a compromise or arrangement under section 899 of the Companies Act 2006; or
• (c) any person becomes bound or entitled to acquire Shares under sections 979 to 982 of the Companies Act 2006; or
• (d) the Company passes a resolution for voluntary winding-up;

"Subsidiary" means a company which is both under the Control of the Company and is a subsidiary of the Company (within the meaning of section 1159 of the Companies Act 2006);

"Subsisting Allocation" means an Allocation to the extent that it has neither lapsed nor vested;

"Subsisting Award" means a Subsisting Option, a Subsisting Allocation or Subsisting Notional Allocation;

"Subsisting Option" means an Option to the extent that it has neither lapsed nor been exercised;

"Subsisting Notional Allocation" means a Notional Allocation to the extent that it has neither lapsed nor vested;

"Trustees" means the trustees of any employee benefit trust established by any Group Company for the benefit of directors and/or employees of the Company and/or Group;

"Vesting Date" means, in relation to an Allocation and a Notional Allocation and subject to Rules 9.2 and 15.1, the date on which the Performance Period expires where the Performance Condition has been satisfied, either in full or in part, in respect of that period or such earlier or later date as may be specified by the Committee in the Award certificate under Rule 3.3, save that, in the case only of an Allocation, if such date falls at a time at which a dealing in the Shares would not be permitted under any Dealing Code, the Vesting Date shall be the first day following such date on which a dealing in the Shares is permitted under the Dealing Code.

Where the context so admits the singular shall include the plural and vice versa and the masculine gender shall include the feminine. Any reference to a statutory provision is to be construed as a reference to that provision as for the time being amended or re-enacted and shall include any regulations or other subordinate legislation made under it.

2. COMMENCEMENT AND TITLE

The Plan shall commence on the Commencement Date and shall be known as The McBride plc 2014 Long-Term Incentive Plan.

3. GRANT OF AWARDS

• 3.1 The Committee may from time to time in its absolute discretion grant Awards to such Eligible Employees as it shall in its absolute discretion select. No Eligible Employee shall be entitled as of right to have an Award granted to him. The extent of any grant of Awards shall be determined by the Committee in its absolute discretion but shall be subject to the limits contained in Rules 4 and 5.
• 3.2 On or before the Date of Grant, an Award shall be designated as an Allocation, an Option, Restricted Share Award or Notional Allocation. Unless specified to the contrary by the Committee, an Award may be satisfied:
  • (a) by the issue of new Shares; and/or
  • (b) by the transfer of treasury Shares; and/or
  • (c) by the transfer of Shares (other than the transfer of treasury Shares).

The Committee may decide to change the way in which it intended an Award granted may be satisfied after it has been granted, having regard to the limits contained in Rules 4 and 5.

• 3.3 No payment shall be required in consideration for the grant of an Award. The Committee shall grant Awards by deed or in such form as the Committee shall decide. A single deed of grant may be executed in favour of any number of Participants. Each Participant shall on, or as soon as possible after, the Date of Grant be issued with a certificate evidencing the grant of the Award and setting out its terms and, subject to Rule 3.12, the Performance Condition(s) determined under Rule 3.4 below. The Committee may determine that it will be a condition of the grant of any Award that the Participant signs an award acceptance declaring an irrevocable agreement to the Rules and the terms of the Award.
• 3.4 Subject to Rule 3.12, the Committee shall grant an Award subject to such Performance Condition(s) as it in its discretion thinks fit which must (save as otherwise provided in the Rules) be fulfilled before the Award may be exercised or vest (as the case may be). No such Performance Condition(s) may subsequently be varied or waived (save as otherwise provided in the Rules) unless an event occurs which causes the Committee to determine that such Performance Condition(s) shall have ceased to be appropriate whereupon the Committee may in its absolute discretion vary or waive such Performance Condition(s) so that any new Performance Condition(s) imposed or any variation are in its opinion fair, reasonable and materially no more difficult or easy to satisfy than the previous Performance Condition(s).
• 3.5 Subject to Rules 3.6 and 3.7 below, an Award may only be granted at the following times:
  • (a) within the period of 42 days after the Commencement Date; or
  • (b) within the period of 42 days after an Announcement Date; or
  • (c) at any time at which the Committee resolves that exceptional circumstances exist which justify the grant of an Award.
• 3.6 No Award may be granted at any time at which a dealing in the Shares would not be permitted under any Dealing Code.
• 3.7 No Award may be granted under the Plan later than ten years after the Commencement Date.
• 3.8 Subject to Rule 5 below, an Eligible Employee may be granted any combination of Awards, whether in a single grant or pursuant to a series of grants.
• 3.9 A Participant may within one month following the Date of Grant thereof renounce, release or surrender an Award by notice in writing to the Committee. The renunciation shall be effective from the date of receipt of such notice by the Committee upon which date the relevant Award shall be deemed never to have been granted. No consideration is payable for the renunciation.
• 3.10 The Committee may decide on or before the grant of an Award (other than a Restricted Share Award) that a Participant (or his nominee) shall be entitled to cash and/or Shares (as determined by the Committee) of a value determined by reference to the dividends (or equivalent payment method) that would have been paid on his Shares that vested or are exercisable (as the case may be) in respect of record dates occurring during the period between the Date of Grant and the Vesting Date or start of the Option Period, as appropriate. The Committee shall decide the basis on which the value of such Dividend Equivalent shall be calculated which may assume the reinvestment of dividends (or equivalent payment method) and/or the inclusion or exclusion of any dividend (or equivalent) tax credit. In giving effect to this Rule 3.10, the Committee shall have complete discretion to decide the basis on which the Dividend Equivalent should be calculated or paid.
• 3.11 The Committee retains the absolute discretion to override the formulaic outcome achieved by the operation of any Performance Condition on an individual Participant by Participant basis where it considers that, when assessing the overall total remuneration for that Participant:
  • (a) the formulaic outcome achieved by the operation of the Performance Condition:
    • (i) does not reflect the performance of the business or the individual since the start of the Performance Period; and/or
    • (ii) would not deliver the intention of any applicable remuneration policy; and/or
  • (b) an event or events happen that cause the Committee to determine that the Performance Condition is unable to fulfil its original intended purpose.

In these circumstances, the Committee may, in its absolute discretion, determine that the Performance Condition has been satisfied to a lesser extent and therefore reduce the extent to which an Award will vest or be exercisable (including determining that the Award will not vest or be exercisable at all).

• 3.12 The Committee may in its absolute discretion determine the Performance Condition(s) that will apply to an Award after its Date of Grant, provided that:
  • (a) such a determination may only be made in circumstances where the Committee reasonably determines that it is not possible to set an appropriate Performance Condition(s) at the Date of Grant;
  • (b) other than in exceptional circumstances, the Committee will determine any such Performance Condition(s) by no later than 6 months after the Date of Grant; and
  • (c) Participants will be notified of such Performance Condition(s) as soon as practicable after they have been determined by the Committee.

4. PLAN LIMITS

• 4.1 Subject to such adjustments as may be made in accordance with Rule 16, no Allocation, Option or Restricted Share Award shall be granted on any Date of Grant or any proposed Date of Grant if, as a result:
  • (a) the aggregate number of Shares issued or committed to be issued in the period of ten calendar years ending with that calendar year under the Plan and under all other employees' share schemes established by the Company would exceed ten per cent. of the issued ordinary share capital of the Company on that Date of Grant; or
  • (b) the aggregate number of Shares issued or committed to be issued in the period of ten calendar years ending with that calendar year under the Plan and under all other discretionary share scheme established by the Company would exceed five per cent. of the issued ordinary share capital of the Company on that Date of Grant.
• 4.2 For the avoidance of doubt, Shares which have been the subject of Awards or of rights granted under any other employees' share scheme which have lapsed shall not be taken into account for the purposes of this Rule 4.
• 4.3 For the purposes of the limits contained in Rule 4.1, the references to Shares issued or committed to be issued shall include Shares transferred from treasury or committed to be so transferred, until such time as institutional investor guidance ceases to require such shares to be so counted.

5. INDIVIDUAL LIMIT

• 5.1 No Award may be granted to an Eligible Employee at any time if, as a result, the aggregate Market Value of the Shares subject to that Award together with the aggregate Market Value of Shares committed to be issued or transferred pursuant to any other Award granted to him (or, in the case of a Notional Allocation the Market Value of the Shares subject to the Notional Allocation) in the same financial year of the Company under the Plan (other than Awards which have been deemed never to have been granted) would exceed a sum equal to 200% of his Earnings.
• 5.2 If any Award exceeds the appropriate limit determined in accordance with Rule 5.1 above, such grant shall be void ab initio to the extent that the limit is exceeded.

6. ASSIGNMENT AND TRANSFER

An Award may not be transferred, charged, pledged, mortgaged or encumbered in any way whatsoever by a Participant or his personal representative(s). In the event of any breach or purported breach of this Rule, an Award shall lapse forthwith. This Rule 6 shall not prevent the personal representative(s) of a deceased Participant from exercising an Option or from receiving Shares or cash pursuant to a vested Allocation or Notional Allocation in accordance with the Rules or the law of succession.

7. EXERCISE PRICE OF AN OPTION

The Exercise Price of an Option shall be determined by the Committee not later than the Date of Grant and shall be such an amount (whether expressed as an amount per Share subject to the Option or an amount payable on each exercise of an Option irrespective of the number of Shares in respect of which the Option is exercised) as the Committee may in its absolute discretion determine provided that, in the case only of an Option to subscribe for Shares, the Exercise Price per Share shall not be less than the nominal value of a Share.

8. RESTRICTED SHARE AWARD

• 8.1 A Restricted Share Award shall comprise an allotment or transfer of Restricted Shares to an Eligible Employee such that the Restricted Shares are owned beneficially by the Participant.
• 8.2 Restricted Shares shall be subject to restrictions on the rights attached to the Shares under the Company's articles of association or as a matter of general law or otherwise provided that such restrictions are lawful. Such restrictions shall be determined by Committee in its absolute discretion on or prior to the Date of Grant and may include (but shall not be limited to) terms relating to forfeiture, voting, distributions, sale and transfer and any economic benefits associated with beneficial ownership of the Shares. The expiry or lifting of such restrictions shall be subject to conditions which may relate to the performance of the Company or Group and/or periods of service determined by the Committee in its absolute discretion on or prior to the Date of Grant and Restricted Shares shall not cease to be subject to such restrictions save as provided by Committee on or prior to the Date of Grant.
• 8.3 The price (if any) at which Restricted Shares may be purchased or subscribed for shall be determined by the Committee not later than the Date of Grant and shall be such amount as the Committee may in its absolute discretion determine provided that where Restricted Shares are subscribed, the price per Share shall not be less than the nominal value of a Share.
• 8.4 The Committee may require that share certificates or such other evidence of title to Restricted Shares be held in escrow or that the legal title to the Restricted Shares is held by the Trustees (or other person nominated by the Committee) as nominee for the Participant until restrictions lapse or expire and may make such other arrangements, or require the Participant to enter into such other arrangements, as it deems necessary to enforce or give effect to such restrictions.
• 8.5 The Committee may grant a Restricted Share Award subject to any conditions necessary or desirable for the purposes of achieving or maintaining any beneficial tax position for any Group Company or the Participant and for the purposes of recovering any Award Tax Liability.

9. EXERCISE OF OPTIONS AND VESTING OF ALLOCATIONS AND NOTIONAL ALLOCATIONS

• 9.1 Save as otherwise provided in the Rules and subject to Rule 10:
  • (a) a Subsisting Option shall be exercisable during the Option Period;
  • (b) a Subsisting Allocation shall vest on the Vesting Date; and
  • (c) a Subsisting Notional Allocation shall vest on the Vesting Date;

provided in each case that any Performance Condition(s) shall have been fulfilled or waived.

• 9.2 Subject to Rule 15, if a Participant ceases to hold Employment before the expiry of the Performance Period by reason of:
  • (a) death;
  • (b) injury, ill-health or disability evidenced to the satisfaction of the Committee;
  • (c) redundancy (within the meaning of the Employment Rights Act 1996 in the UK or any overseas equivalent);
  • (d) retirement with agreement of the Committee;
• (e) the company employing the Participant ceasing to be a Group Company;
• (f) the business or part of the business to which the Participant's office or employment relates being transferred to a person who is not a Group Company; or
• (g) any other reason (other than those set out in Rule 10(e)) and the Committee in its absolute discretion so permits;

then one of the following provisions shall apply:

• (i) the Committee determines Rule 9.1 shall continue to apply to the Participant's Awards, but subject to Rule 9.3; or
• (ii) the Committee determines that the Performance Period shall be deemed to have ended at the date of cessation of Employment and Rule 9.3 shall apply.
• 9.3 The number of vesting or exercisable Awards under Rule 9.2 shall be determined through the following steps:
  • (a) determining the number of months of service completed by the Participant between the Date of Grant and Vesting Date/first date of the Option Period, with any part month of service being treated as a full month of service;
  • (b) treating the Award as being over one-thirty sixth of the total number of Shares originally subject to the Award for each month of service so completed; and
  • (c) applying any Performance Condition and any other condition imposed on the vesting or exercising of the Award

unless the Committee, acting fairly and reasonably, decides that the reduction in the number of vesting or exercisable Shares under Rules 9.3(a) and (b) is inappropriate in any particular case when it shall increase the number as it decides provided that number does not exceed the number of Shares determined by the application of Rule 9.3(c) alone.

• 9.4 Any Subsisting Option becoming exercisable under Rule 9.2(ii) may be exercised within the period of six months (or, in the case of Rule 9.2(a) only, 12 months) commencing on the date of cessation of employment.
• 9.5 If a Participant ceases to hold Employment on or after the expiry of the Performance Period for one of the reasons set out in Rules 9.2(a) to 9.2(g) inclusive, any Subsisting Option may be exercised within the period of six months (or, in the case of the reason set out in Rule 9.2(a) only, 12 months) commencing on the date of cessation of Employment provided that any Performance Condition(s) shall have been fulfilled or waived.
• 9.6 The provision of the Dividend Equivalent to the Participant shall be made as soon as practicable after the issue or transfer of Shares or payment of a cash sum under Rules 12 or 13 and:
  • (a) in the case of a cash payment, shall be subject to such deductions (on account of tax or similar liabilities) as may be required by law or as the Committee may reasonably consider to be necessary or desirable; or
  • (b) in the case of a provision of Shares, Rule 11.6 and Rule 11.10 shall apply as if such provision was the vesting of an Option or Allocation (as applicable).

10. LAPSE

A Subsisting Award, whenever granted, shall lapse and cease to be capable of exercise or vesting upon the earliest to occur of the following:

• (a) in the case of an Option, the expiry of the Option Period;
• (b) the date on which the Committee determines that any Performance Condition(s) have not been satisfied, except that where Performance Condition(s) allow for an Award to be exercisable or vest in part on partial satisfaction of the Performance Condition(s), a Subsisting Award shall lapse only to the extent of the unexercisable or unvested part;
• (c) in the case of a Subsisting Option, the expiry of any of the periods mentioned in Rule 9.2;
• (d) the date on which the Participant ceases to hold any Employment, or the date on which he gives or is given notice of such cessation, for any reason other than those set out in Rule 9.2(a) to 9.2(f) above and the Committee has not determined that an Award may be exercised or vest under Rule 9.2(g) above;
• (e) the date upon which the Participant ceases to hold Employment (or is given notice to cease) by reason of his dishonesty, fraud, misconduct or any other circumstances justifying summary dismissal;
• (f) the first to expire of any of the periods mentioned in Rule 15 below including for the avoidance of doubt the expiry of the period specified of three months in Rule 15.4 (subject to any agreement entered into pursuant to Rule 15.4);
• (g) the date upon which the Participant is adjudicated bankrupt;
• (h) any breach or purported breach of Rule 6 by the Participant;

PROVIDED THAT where any such date or event falls at a time when a Subsisting Award has been exercised or has vested under Rule 11.1 but any condition specified under Rule 11.3 has yet to be satisfied, such an Award shall not lapse and cease to be capable of exercise or vesting until the expiry of the period within which such condition has to be satisfied, without such condition having been satisfied.

11. MANNER OF EXERCISE OF OPTIONS OR VESTING OF ALLOCATIONS

• 11.1 Subject to Rule 11.3 a Subsisting Option shall be exercised by the Participant lodging with the Secretary of the Company at its registered office (or otherwise as may be notified to Participants from time to time):
  • (a) the certificate in respect of the Option to be exercised;
  • (b) a notice of exercise in such form as the Committee may from time to time prescribe; and
  • (c) payment (in such manner as the Committee shall direct) of the Exercise Price in respect of the Option;

and the date of exercise shall be the date of receipt of such notice and payment or such other date as the Committee may have specified in the notice of exercise.

11.2 On the vesting of a Subsisting Allocation which is to be satisfied by the issue of new Shares, the Committee may require the Participant to pay to the Company the aggregate nominal value of the Shares to be issued in which case such Shares will not be issued pursuant to Rule 11.6 until such payment has been received by the Company.

• 11.3 In the event that on the exercise of an Option or the vesting of an Allocation by a Participant under these Rules:
  • (a) the Participant's Employing Company would be liable for Employer's NICs in respect of that vesting or exercise; and
  • (b) the Committee gives the Participant written notice that it requires him to enter into an election as referred to below, such notice to be given within 30 days after the receipt of the notice of exercise of an Option or within 30 days after the Vesting Date of an Allocation;

the exercise of the Option or the vesting of the Allocation shall not be effective unless within 30 days after the date of such notice:

• (i) the Participant shall have entered into a form of joint election, in such form as determined by the Committee and approved in advance by Her Majesty's Revenue and Customs, for the transfer to the Participant of the whole or any part of the Employer's NICs due on the vesting of the Allocation or the exercise of the Option; and
• (ii) the arrangements made in that election for securing that the Participant will meet the liability transferred to him have been approved in advance by Her Majesty's Revenue and Customs;

and, in the event that such condition is satisfied within the specified period, the date of vesting of the Allocation or exercise of the Option shall be the date on which the condition is satisfied and, in the event that such condition is not satisfied within the specified period, the vesting of the Allocation or exercise of the Option under Rule 11.1 shall be deemed to be invalid.

• 11.4 An Option may be exercised in whole or in part. Following any exercise of an Option in part (other than an exercise which exhausts the Option), the Participant shall be sent a new Award certificate in respect of the balance of Shares which are the subject of such Option.
• 11.5 Unless otherwise provided in these Rules, no Option or Allocation shall be treated as having been exercised or vested unless and until the Committee is satisfied that the Performance Condition(s) have been satisfied or partially satisfied in accordance with their terms.
• 11.6 Subject to the obtaining of any necessary consents from H.M. Treasury, the Bank of England or other competent authority and to the terms of any such consent and subject to Rules 11.3 and 11.5 and the Holding Period Appendix, the Committee shall within 30 days of the vesting of an Allocation or exercise of an Option (or, in the event that the Committee requires the condition specified in Rule 11.3 to be satisfied, within 30 days of the satisfaction of that condition) cause the Company to allot and issue or procure the transfer of the relevant Shares and send or cause to be sent to the Participant a share certificate (or other evidence of title) for the Shares in respect of which the Award is exercised or has vested.
• 11.7 Shares issued or transferred pursuant to the Plan will rank pari passu in all respects with Shares then already in issue except that they will not rank for any dividend or other distribution of the Company paid or made by reference to a record date falling prior to the date of exercise or vesting of the relevant Award.
• 11.8 If and for so long as the Shares are Admitted, the Company shall as soon as practicable after any such allotment apply for permission for the same to be Admitted. Any application may

be postponed at the Committee's discretion until application can be made in respect of such number of Shares as the Committee considers appropriate.

• 11.9 The Company shall maintain sufficient unissued share capital to satisfy all rights to subscribe for Shares from time to time under Subsisting Awards.
• 11.10 The Company and/or the Employing Company of a Participant and/or the Trustees shall have the right, prior to the delivery of the Shares otherwise deliverable to him on the exercise of an Option or vesting of an Allocation:
  • (a) to require the Participant to remit to or at the direction of his Employing Company an amount sufficient to satisfy the Award Tax Liability; and/or
  • (b) to reduce the number of Shares or cash amount otherwise deliverable to the Participant by an amount equal in value to the amount of the Award Tax Liability or sell a sufficient number of the Shares on behalf of the Participant to realise sale proceeds equivalent to the Award Tax Liability and remit such amount to or at the direction of his Employing Company or the Trustees in satisfaction of the liability; and/or
  • (c) to deduct the amount of the Award Tax Liability from cash payments otherwise to be made to the Participant.

The Committee may make such arrangements and determinations in this regard, consistent with the Rules, as it may in its absolute discretion consider to be appropriate.

12. MANNER OF VESTING OF NOTIONAL ALLOCATIONS

• 12.1 Unless otherwise provided in these Rules, no Notional Allocation shall be treated as vesting unless and until the Committee is satisfied that the Performance Condition(s) have been satisfied or partially satisfied in accordance with their terms.
• 12.2 The Committee shall within 30 days of the vesting of a Notional Allocation pay or procure the payment of the Allocation Bonus due to the Participant after deduction of the amount of the Award Tax Liability.

13. CASH ALTERNATIVE

• 13.1 Where an Option has been exercised or an Allocation vests and any vested Shares have not yet been allotted or transferred to the Participant, the Committee may determine that, in substitution for their right to acquire such number of vested Shares as the Committee may decide (but in full and final satisfaction of their right to acquire those Shares), they shall be paid by way of additional employment income a sum equal to the cash equivalent (as defined in Rule 13.3) of that number of Shares in accordance with the following provisions in Rule 13.
• 13.2 Rule 13.1 shall not apply in relation to an Award made to a Participant in any jurisdiction where the presence of Rule 13.1 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 consequences for the Participant or any Group Company as determined by the Committee
• 13.3 For the purpose of this Rule 13, the cash equivalent of a Share is:
  • (a) in the case of an Allocation, the Market Value of a Share on the Vesting Date;
• (b) in the case of an Option, the Market Value of a Share on the day when the Option is exercised reduced by the Exercise price of the Option in respect of that Share.
• 13.4 As soon as reasonably practicable after the Committee has determined under Rule 13.1 that a Participant shall be paid a sum in substitution for his right to acquire any number of Vested Shares:
  • (a) the Company shall pay to him or procure the payment to him of that sum in cash; and
  • (b) if he has already paid the Company for those Shares, the Company shall return to him the amount so paid by him.
• 13.5 There shall be deducted from any payment under this Rule 13 such amounts (on account of tax or similar liabilities) as may be required by law or as the Committee may reasonably consider to be necessary or desirable.

14. CLAWBACK

• 14.1 This Clawback Rule will not apply after the Company is subject to an event described in Rule 15 unless Awards are exchanged for new awards under Rule 15.4.
• 14.2 Notwithstanding any other Rule of the Plan, the Committee may in its absolute discretion resolve at any time before the later of (i) the Vesting Date of the relevant Award; or (ii) the publication of the Company's audited accounts for the third financial year immediately following the end of the Performance Period to which the relevant Award relates, that a Participant's relevant Award will be subject to Clawback (including for the avoidance of doubt where the Participant has ceased to in Employment, or ceases to be in Employment before the Clawback has been satisfied in full) in the following circumstances:
  • (a) if any of the financial statements or results for any Group Company are materially restated (other than restatement due to a change in accounting policy or to rectify a minor error);
  • (b) the Committee forms the view that in assessing any Performance Condition and/or any other condition imposed on the relevant Award, such assessment was based on an error, or on inaccurate and/or misleading information or assumptions and that such error, information or assumptions resulted either directly or indirectly in that Award vesting to a greater degree than would have been the case.
  • (c) if, in the reasonable opinion of the Committee and following consultation with the relevant employing Group Company:
    • (i) a Participant has deliberately misled the management of the Company and/or the market and/or the Company's shareholders regarding the financial performance of any Group Company;
    • (ii) a Participant's actions have caused any Group Company and/or the Participant's business unit reputational damage; or
    • (iii) a Participant's actions amount to serious misconduct or conduct which causes significant financial loss for any Group Company and/or the Participant's business unit.
  • (d) 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.
• 14.3 The Committee shall decide on the amount to be subject to Clawback, which shall be all or part of the value which the Committee considers has been granted, vested and/or received by the Participant. If the relevant Awards have vested and been transferred to the Participant, then the Committee may consider whether the amount of the Clawback should take into account any income tax and national insurance contributions paid by the Participant and any possibility of them reclaiming such contributions.
• 14.4 The Clawback shall be satisfied as set out below:
  • (a) The Committee may reduce (to nil if appropriate) any of the following elements of the remuneration of the Participant:
    • (i) the number of Shares subject to the relevant Awards; and/or
    • (ii) the extent to which any existing Awards vest, notwithstanding the extent to which any condition imposed on any such Award has been satisfied; and/or
    • (iii) the amount of any future bonus which would, but for the operation of the Clawback, be payable to the Participant under any bonus plan operated by any Group Company; and/or
    • (iv) the extent to which any rights to acquire Shares granted to the Participant on or after 29 August 2013 under any share incentive plan (other than the Plan and any tax-advantaged share plan under ITEPA) operated by any Group Company vest or become exercisable, notwithstanding the extent to which any conditions imposed on such rights to acquire Shares have been satisfied; and/or
    • (v) the number of Shares subject to any vested but unexercised right to acquire Shares granted to the Participant under any share incentive plan (other than the Plan and any tax-advantaged share plan under ITEPA) operated by any Group Company.
  • (b) The Committee may require the Participant to pay the Company, or designated Subsidiary on such terms as the Committee may direct (including, but without limitation to, deductions from the Participant's salary or from any other payment to be made to the Participant by the Company or Subsidiary), such amount as is required for the Clawback to be satisfied in full.

Any reduction made pursuant to Rules 14.4(a)(ii) or 14.4(a)(iv) above shall take effect immediately prior to the right of vesting or becoming exercisable (as applicable) and any reduction made pursuant to Rules 14.4(a)(i), 14.4(a)(iii) or 14.4(a)(v) shall take effect at such time as the Committee decides.

14.5 For the avoidance of doubt, the Committee may decide at anytime to reduce the number of Shares subject to an Award (to nil if appropriate) to give effect to a clawback rule contained in any share incentive plan (other than the Plan) or any other bonus plan operated by any Group Company.

15. RECONSTRUCTION, TAKEOVER OR LIQUIDATION

15.1 Subject to Rule 15.5, if a Specified Event occurs on or before the expiry of the Performance Period, the Performance Period shall be deemed to have ended on the date of the Specified Event and Participants shall be notified and the following provisions shall apply:

• (a) a Subsisting Option shall immediately become exercisable and may be exercised until the later of:
  • (i) the expiry of the period of three months commencing on the date of the Specified Event; and
  • (ii) the expiry of any period during which any person is bound or entitled to acquire Shares under sections 979 to 982 of the Companies Act 2006;
• (b) a Subsisting Allocation and Subsisting Notional Allocation shall vest on the date of the Specified Event or, if such date falls at a time when a dealing in the Shares would not be permitted under any Dealing Code, on the first date following such date on which a dealing in the Shares is permitted under the Dealing Code;
• 15.2 In determining the number of vesting or exercisable Awards under Rule 15.1, the following steps shall apply:
  • (a) determining the number of years of service completed by the Participant between the Date of Grant and Specified Event, with any part year of service being treated as a full year of service;
  • (b) treating the Award as being over one-third of the total number of Shares originally subject to the Award for each year of service so completed; and
  • (c) applying any Performance Condition and any other condition imposed on the vesting or exercising of the Award

unless the Committee, acting fairly and reasonably, decides that the reduction in the number of vesting or exercisable shares under Rules 15.2(a) and (b) is inappropriate in any particular case when it shall increase the number as it decides provided that number does not exceed the number of Shares determined by the application of Rule 15.2(c) alone.

• 15.3 Subject to Rule 15.5, if a Specified Event occurs on or after the expiry of the Performance Period, any Subsisting Option may be exercised until the expiry of the period of three months commencing on the date of the Specified Event provided that any Performance Condition(s) shall have been fulfilled or waived.
• 15.4 If a company has obtained Control of the Company or has become bound or entitled to acquire Shares as a result of a Specified Event, any Participant may, by agreement with that other company (the "Acquiring Company"), within the period of three months from the date of the Specified Event release any of his Subsisting Awards in consideration of the grant of a new award on such terms as are agreed with the Acquiring Company.
• 15.5 Rules 15.1 and 15.3 shall not apply in the case of an Internal Reorganisation, unless the Acquiring Company fails to make an offer to Participants to release Subsisting Awards in accordance with Rule 15.4 within one week of obtaining Control or becoming bound or entitled to acquire Shares or the Court's sanction, in which case Rule 15.1 or Rule 15.33 shall apply as if the Specified Event had occurred on the day following the end of the period of one week mentioned above.
• 15.6 For the purposes of this Rule 15 other than Rule 15.4 above, a person shall be deemed to have obtained Control of the Company if he and others acting in concert with him have together obtained Control of it.
• 15.7 The exercise of an Option or vesting of an Allocation or a Notional Allocation pursuant to the preceding provisions of this Rule 15 shall be subject to the provisions of Rules 11 and 12.

16. CAPITAL REORGANISATION

• 16.1 In the event of any variation in the ordinary share capital of the Company by way of capitalisation of profits or reserves or by way of rights or any consolidation or sub-division or reduction of capital or otherwise or in the event of a demerger, special dividend or other similar event which affects the market price of Shares to a material extent, then the number, nature, class orand the nominal value of Shares subject to any Subsisting Awards, the Exercise Price and, where an Award has been exercised or has vested but, as at the date of the variation of capital or other event referred to above, no Shares have been allotted or transferred pursuant to such exercise or vesting, the number, nature or class of Shares which may be so allotted or transferred and the price at which they may be acquired, may be adjusted by the Committee in such manner and with effect from such date as the Committee may determine to be appropriate.
• 16.2 No adjustment under Rule 16.1 shall be made which would reduce the Exercise Price of any Option to subscribe for Shares below the nominal value of a Share unless and to the extent that:
  • (a) the Board is authorised to capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares subject to the Option exceeds the aggregate adjusted Exercise Price; and
  • (b) the Board shall resolve to capitalise and apply such sum on exercise of that Option.
• 16.3 The Committee shall notify Participants in such manner as it thinks fit of any adjustment made under Rule 16.1 and may call in, cancel, endorse, issue or re-issue any award certificate as a result of any such adjustment.

17. EMPLOYMENT RIGHTS

• 17.1 The Plan shall not form part of any contract of employment between any Group Company and any employee of any such company and the rights and obligations of any individual under the terms of his office or employment with any Group Company shall not be affected by his participation in the Plan or any right which he may have to participate therein.
• 17.2 Participation in the Plan shall be on the express condition that:
  • (a) neither it nor cessation of participation shall afford any individual under the terms of his office or employment with any Group Company any additional or other rights to compensation or damages; and
  • (b) no damages or compensation shall be payable in consequence of the termination of such office or employment (whether or not in circumstances giving rise to a claim for wrongful or unfair dismissal) or for any other reason whatsoever to compensate him for the loss of any rights the Participant would otherwise have had (actual or prospective) under the Plan howsoever arising but for such termination; and
  • (c) the Participant shall be deemed irrevocably to have waived any such rights to which he may otherwise have been entitled.
• 17.3 No individual shall have any claim against any Group Company arising out of his not being admitted to participation in the Plan which (for the avoidance of all, if any, doubt) is entirely within the discretion of the Committee.
• 17.4 No Participant shall be entitled to claim compensation from any Group Company in respect of any sums paid by him pursuant to the Plan or for any diminution or extinction of his rights or benefits (actual or otherwise) under any Award held by him consequent upon the lapse for any reason of any Award held by him or otherwise in connection with the Plan and each

Group Company shall be entirely free to conduct its affairs as it sees fit without regard to any consequences under, upon or in relation to the Plan or any Award or Participant.

18. ADMINISTRATION AND AMENDMENT

• 18.1 The Plan shall be administered under the direction of the Committee which may at any time and from time to time by resolution and without other formality delete, amend or add to the Rules of the Plan in any respect provided that:
  • (a) no deletion, amendment or addition shall operate to affect adversely in any material way any rights already acquired by a Participant under the Plan without the approval of the majority of the affected Participants first having been obtained;
  • (b) no deletion, amendment or addition to the advantage of Participants may be made to any of the provisions of the Plan relating to:
    • (i) eligibility;
    • (ii) the limitations on the number or amount of Shares, cash or other benefits subject to the Plan;
    • (iii) the maximum entitlement for any one Participant;
    • (iv) the basis for determining a Participant's entitlement to, and the terms of Shares, cash or other benefits to be provided under the Plan and for the adjustment thereof (if any) in the event of a capitalisation issue, rights issue or open offer, sub-division or consolidation of Shares or reduction of capital or any other variation of capital;

except with the prior approval of the Company in general meeting, unless the deletion, amendment or addition is minor and to benefit the administration of the Plan, to obtain or maintain approval of the Plan by Her Majesty's Revenue and Customs, to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants or any Group Company or to take into account existing or proposed legislation.

• 18.2 Notwithstanding anything to the contrary contained in these Rules, the Committee may at any time by resolution and without further formality establish further plans or sub-plans to apply in overseas territories governed by rules similar to these Rules but modified to take account of local tax, exchange control or securities laws, regulation or practice provided that any Shares made available under any such scheme shall be treated as counting against any limits on overall or individual participation in the Plan.
• 18.3 The Committee may from time to time make and vary such rules and regulations not inconsistent with the Plan and establish such procedures for the administration and implementation of this Plan as it thinks fit and in the event of any dispute or disagreement as to the interpretation of any such rules, regulations or procedures, the decision of the Committee shall be final and binding upon all persons.
• 18.4 The Plan, the granting, exercise or vesting of Awards thereunder, and the other obligations of the Company under the Plan, shall be subject to all applicable national or local laws, rules, and regulations and to such approvals by any regulatory or governmental agency as may be required, and to any rules or regulations of any exchange or securities association on which the Shares are listed. The Company, in its discretion, may postpone the granting and exercise or vesting of Awards, the issuance or delivery of Shares under any Award or any other action permitted under the Plan to permit the Company, with reasonable diligence, to complete such stock exchange listing or registration or qualification of such Shares or other required action under any national or local law, rule, or regulation and may require any Participant to make such representations and furnish such information as it may consider

appropriate in connection with the issuance or delivery of Shares in compliance with applicable laws, rules, and regulations. The Company shall not be obliged by virtue of any provision of the Plan to recognise the exercise or vesting of any Award or to otherwise sell or issue Shares in violation of any such laws, rules, or regulations; and any postponement of the exercise or vesting and settlement of any Award under this provision shall not extend the term of such Award, and neither the Company nor its directors or officers shall have any obligation or liability to the Participant with respect to any Award (or Shares issuable or transferable thereunder) that shall lapse because of such postponement.

• 18.5 The Committee's decision on any matter relating to the interpretation of the Rules and any other matters concerning the Plan (including the rectification of errors or mistakes of procedure or otherwise) shall be final and binding.
• 18.6 Any notice or other communication under or in connection with the Plan may be given:
  • (a) by the Company to an Eligible Employee or Participant either personally or sent to him at his place of work by electronic mail or by post addressed to the address last known to the Company (including any address supplied by the relevant Group Company) or sent through the Company's internal postal service; and
  • (b) to the Company, either personally or by post to the Company Secretary.

Items sent by post shall be pre-paid and shall be deemed to have been received 72 hours after posting.

• 18.7 The Company shall bear the costs of setting up and administering the Plan. However, the Company may require any Group Company to reimburse the Company for any costs borne by the Company directly or indirectly in respect of such Group Company's officers or employees.
• 18.8 The Company shall maintain all necessary books of account and records relating to the Plan.
• 18.9 The Committee shall be entitled to authorise any person to execute on behalf of a Participant, at the request of the Participant, any document relating to the Plan, in so far as such document is required to be executed pursuant hereto.
• 18.10 The Company may send copies to Participants of any notice or document sent by the Company to the holders of Shares.
• 18.11 If any Award certificate shall be worn out, defaced or lost, it may be replaced on such evidence being provided as the Committee may require.
• 18.12 In the case of the partial exercise of an Option, the Committee may call in and endorse or cancel and re-issue as it thinks fit, any certificate for the balance of Shares over which the Option was granted.

19. 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 Member in force from time to time.

20. EXCLUSION OF THIRD PARTY RIGHTS

The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Plan nor to any Award granted under it and no person other than the parties to an Award shall have any rights under it nor shall it be enforceable under that Act by any person other than the parties to it.

21. TERMINATION

The Committee or the Company in general meeting may resolve at any time that no Awards or further Awards shall be granted under the Plan and in any event no Awards may be granted under the Plan on or after the tenth anniversary of the Commencement Date provided that this Rule shall not affect the subsisting rights of Participants.

22. GOVERNING LAW

These Rules shall be governed by and construed in accordance with English law.

HOLDING PERIOD APPENDIX

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

This Appendix shall apply to executive directors (including former) of the Company and to such other individuals as the Committee determines appropriate, in respect of Awards granted on or after the date of the Company's 2017 Annual General Meeting.

Subject to paragraph 2 below, each Participant to which this Appendix applies agrees:

• (a) to hold their Net Vested Shares during the Holding Period applying to those Shares in accordance with such terms and conditions that the Committee may impose and determine from time to time, which may include their Net Vested Shares being held by a nominee appointed by the Company, on his behalf;
• (b) not to sell, transfer, assign or dispose of any interest in their Net Vested Shares until the expiry of the Holding Period applying to those Shares;
• (c) that if they acquire any further Shares by virtue of their holding of Net Vested Shares during the Holding Period those newly acquired Shares shall also be held subject to the terms of this Appendix as they apply to the original Net Vested Shares until the expiry of the Holding Period, unless the Committee, in its discretion, determines otherwise; and
• (d) to enter into any other document required by the Committee from time to time to give effect to the restrictions under this Appendix.

For the avoidance of any doubt:

• (i) Net Vested Shares shall not be subject to any risk of forfeiture during the Holding Period other than in satisfaction of any operation of Clawback; and
• (ii) any Shares delivered as Dividend Equivalents under Rule 3.10 shall not be subject to the Holding Period.

2. Permitted transfers during the Holding Period

• (a) Subject to the prior approval of the Committee, the Participant may 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") during the Holding Period provided that the transferee has agreed to comply with the terms of this Appendix, any other terms and conditions imposed by the Committee and the decisions of the Committee and the transferee agrees not to sell, transfer, assign or dispose of those Net Vested Shares until the expiry of the Holding Period.
• (b) The Committee may, in its discretion, allow a Participant to sell, transfer, assign or dispose of some or all of their Net Vested Shares before the end of the Holding Period, subject to any additional terms and conditions that the Committee may specify.

3. Expiry of the Holding Period

The Holding Period shall expire on the earliest of:

• (a) the second anniversary of the Vesting Date or start of the Option Period as relevant;
• (b) the date of a Specified Event (excluding an Internal Reorganisation);
• (c) the death of the Participant; and

(d) such other date determined by the Committee, in its discretion.

Net Vested Shares shall cease to be subject to any restrictions under this Appendix once the Holding Period has expired. As soon as reasonably practicable following the expiry of the Holding Period the Board shall transfer or procure the transfer of the legal title for the Net Vested Shares and any documents of title relating to those Net Vested Shares to the Participant or their nominee, as relevant.

4. Interaction with the Company's share ownership guidelines

Nothing in this Appendix shall remove and/or reduce any additional requirements that may apply to the Participant under the Company's share ownership guidelines from time to time. If any Shares (including any Shares that were previously subject to a Holding Period) are required to be retained by the Participant in order to comply with any such share ownership guidelines, the Committee may in its absolute discretion determine that any such Shares must continue to be held in the same manner (and subject to the same restrictions) as set out in this Appendix as if the Holding Period applied to such Shares.