ONDO INSURTECH PLC — Proxy Solicitation & Information Statement 2024

Sep 2, 2024

ONDO INSURTECH PLC
(Company No. 13218816)

Notice of Annual General Meeting

NOTICE IS GIVEN that the Annual General Meeting (the "AGM") of Ondo Insurtech plc (the "Company") will be held at 12.00 p.m. on 23 September 2024 at the offices of Shakespeare Martineau LLP, 6th Floor, 60 Gracechurch Street, London, EC3V 0HR to consider and if thought fit, pass the following resolutions. Resolutions 1 to 7 will be proposed as ordinary resolutions and resolutions 8 to 10 will be proposed as special resolutions.

ORDINARY RESOLUTIONS

1. To receive the Company's annual report and accounts for the year ended 31 March 2024.
2. To approve the Remuneration Report set out on pages 26 to 29 of the annual report for the year ended 31 March 2024.
3. To re-appoint PKF Littlejohn LLP as auditor of the Company.
4. To authorise the Directors to determine the auditor's remuneration.
5. That, the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the 'Act') and in substitution for all existing authorities under that section, to exercise all the powers of the Company to allot shares in the Company or to grant rights to subscribe for, or to convert any security into, shares in the Company ('Rights') up to an aggregate nominal amount of £1,941,100.60 during the period commencing on the date of the passing of this resolution and expiring at the conclusion of the next Annual General Meeting of the Company or on 30 September 2025, whichever is earlier, and provided further that the Company shall be entitled before such expiry to make an offer or agreement which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant Rights under such offer or agreement as if this authority had not expired.
6. That the rules of the Ondo InsurTech plc Equity Incentive Plan (the Plan), the main features of which are summarised in the explanatory notes in Appendix 1 to this Notice and the rules of which are produced in draft to the meeting and initialled by the Chairman of the meeting for the purpose of identification, be hereby approved and the Directors be authorised to:

(a) make such modifications to the Plan as they may consider appropriate to take account of the requirements of good governance and for the implementation of the Plan and to adopt the Plan as so modified and to do such other acts and things which they may consider appropriate to implement the Plan; and
(b) establish further plans based on the Plan but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against the limits on individual or overall participation in the Plan.

1. That the establishment and use of the Ondo InsurTech Plc Employee Benefit Trust (the EBT) (as adopted by board resolution on 24 June 2024) be approved. Following which, the Company may issue new shares to the EBT. The principal terms of the EBT are summarised in the

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explanatory notes in Appendix 2 to this Notice, and the Directors of the Company be authorised to do all such things as may be necessary to carry the EBT into effect.

SPECIAL RESOLUTIONS

1. THAT the Directors of the Company be empowered (subject to the passing of resolution 5 and in substitution for all existing like powers granted to the Directors of the Company (to the extent that they remain in force and unexercised)) pursuant to sections 570 and 573 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred upon them by resolution 5 or where the allotment constitutes an allotment of equity securities by virtue of section 560(3) of the Act as if section 561(1) of the Act and sections (1) - (6) of sections 562 of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:

8.1 in connection with or pursuant to an offer of such securities by way of a pre-emptive offer (as defined below);

8.2 (otherwise than pursuant to resolution 8.1 above) up to an aggregate nominal amount of £582,330.17 (being approximately 10% of the issued ordinary share capital of the Company as at the date of this notice); and

8.3 (otherwise than pursuant to resolutions 8.1 or 8.2 above) up to an aggregate nominal amount equal to 20% of any allotment of equity securities (being equal to approximately 2% of the issued share capital of the Company), such authority to be used only for the purposes of making a follow-on offer which the Directors of the Company determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

and shall expire on the earlier of the date falling six months from the end of the current financial year of the Company or the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, save that the Company may, before the expiry of any power contained in this resolution, make a further offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors of the Company may allot equity securities in pursuance of such offer or agreement as if the power conferred by this resolution had not expired.

For the purpose of resolution 5 and this resolution 8: fully pre-emptive offer means a rights issue, open offer or other pre-emptive issue or offer to: (i) holders of ordinary shares in proportion (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on the record date(s) for such allotment; and (ii) persons who are holders of other classes of equity securities if this is required by the rights of such securities (if any) or, if the Directors of the Company consider necessary, as permitted by the rights of those securities, but subject in both cases to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of any jurisdiction, the requirements of any recognised regulatory body or any stock exchange in any territory or any other matter whatsoever.

1. To empower the Directors of the Company (subject to the passing of resolution 5 and in substitution for all existing like powers (other than resolution 8 above) granted to the Directors of the Company (to the extent that they remain in force and unexercised)) pursuant to sections 570 and 573 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred upon them by resolution 9 or where the allotment

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constitutes an allotment of equity securities by virtue of section 560(3) of the Act as if section 561(1) of the Act and sections (1) - (6) of sections 562 of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:

9.1 up to an aggregate nominal amount of £582,330.17 (being approximately 10% of the issued ordinary share capital of the Company as at the date of this notice), such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors of the Company determine to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and

9.2 (otherwise than pursuant to resolution 9.1 above) up to an aggregate nominal amount equal to 20% of any allotment of equity securities (being equal to approximately 2% of the issued share capital of the Company), such authority to be used only for the purposes of making a follow-on offer which the Directors of the Company determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

and shall expire on the earlier of the date falling six months from the end of the current financial year of the Company or the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, save that the Company may, before the expiry of any power contained in this resolution, make a further offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors of the Company may allot equity securities in pursuance of such offer or agreement as if the power conferred by this resolution had not expired.

1. That a general meeting of the Company (other than an annual general meeting) may be called on not less than 14 clear days' notice.

By Order of the Board

For and on behalf of

Ben Harber

Company Secretary

30 August 2024

Registered Office

6th Floor

60 Gracechurch Street

London EC3V 0HR

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Notice of Meeting Notes:

The following notes explain your general rights as a shareholder and your right to attend and vote at this Meeting or to appoint someone else to vote on your behalf.

1) Pursuant to the Company's Articles of Association, a member of the Company entitled to attend and vote at the meeting convened by this notice is entitled to appoint one or more proxies to exercise any of his rights to attend, speak and vote at that meeting on his behalf.

2) If a member appoints more than one proxy, each proxy must be entitled to exercise the rights attached to different shares. If you submit more than one valid proxy appointment in respect of the same shares, the appointment received last before the latest time for the receipt of proxies will take precedence.

3) A proxy may only be appointed using the procedures set out in these notes and the notes to the form of proxy. To validly appoint a proxy, a member must complete, sign and date the enclosed form of proxy and deposit it at the office of the Company's registrars, Neville Registrars, at Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD, by 12.00 p.m. on 19 September 2024 (or, in the event that the meeting is adjourned, not less than 48 hours, excluding non-working days, before the time fixed for the holding of the adjourned meeting). Any power of attorney or any other authority under which the form of proxy is signed (or a duly certified copy of such power or authority) must be enclosed with the form of proxy.

4) In order to revoke a proxy appointment, a member must sign and date a notice clearly stating his intention to revoke his proxy appointment and deposit it at the office of the Company's registrars, Neville Registrars, at Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD prior to commencement of the meeting. If the revocation is received after the time specified, the original proxy appointment will remain valid unless the member attends the meeting and votes in person.

5) Pursuant to the Articles of Association, any corporation which is a member of the Company may authorise one or more persons (who need not be a member of the Company) to attend, speak and vote at the meeting as the representative of that corporation. A certified copy of the board resolution of the corporation appointing the relevant person as the representative of that corporation in connection with the meeting must be deposited at the office of the Company's registrars, Neville Registrars, at Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD prior to the commencement of the meeting. If the revocation is received after the time specified, the original corporate representative appointment will remain valid unless the member attends the meeting and votes in person.

6) In the case of joint holders, where more than one of the joint holders purports to appoint a proxy in respect of the same shares, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first named being the most senior).

7) The right to vote at the meeting shall be determined by reference to the register of members of the Company. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), only those persons whose names are entered on the register of members of the Company at 6.00 p.m. on 19 September 2024 (or, in the event of any adjournment, at 6.00 p.m. on the date which is two days prior to the adjourned meeting) shall be entitled to attend and vote in respect of the number of shares registered in their names at that time. Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to vote at the meeting.

8) CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

9) In order for a proxy appointment or instruction made by means of the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's ("Euroclear") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's agent (ID 7RA11) by the latest time for proxy appointments set out in paragraph 3 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

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10) CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).

11) Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder provided that no more than one corporate representative exercises powers in relation to the same shares.

12) Any shareholder attending the Meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the Meeting but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.

13) You may not use any electronic address (within the meaning of Section 333(4) of the Companies Act 2006) provided in either this Notice or any related documents (including the form of proxy) to communicate with the Company for any purposes other than those expressly stated.

14) A copy of this Notice, and other information required by Section 311A of the Companies Act 2006, can be found on the Company's website at https://www.ondoplc.com/investors/circulars-documents/.

15) At 29 August 2024, (being the latest practicable date prior to the publication of this notice) the issued share capital of the Company consisted of 116,466,036 Ordinary Shares of £0.05 each in the capital of the Company. Each Ordinary share carries one vote. The Company held no shares in treasury, therefore the total voting rights in the Company as at 29 August 2024 were 116,466,036.

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EXPLANATION OF BUSINESS

Resolution 1: To receive the annual report and accounts

Company law requires the Directors to present the annual report and accounts of the Company to shareholders in respect of each financial year.

Resolution 2: To approve the remuneration report

The remuneration report is set out on pages 26 to 29 of the annual financial report. It gives details of the Directors' remuneration for the year ended 31 March 2024. The vote is advisory and does not affect the actual remuneration paid to any individual Director.

Resolution 3 and 4: To re-appoint the auditor and authorise the Board to determine their remuneration

The Company is required to appoint an auditor at each general meeting at which accounts are laid before the members, to hold office until the conclusion of the next such meeting. Resolution 3 is for members to re-appoint PKF Littlejohn LLP as auditors of the Company and resolution 4 proposes that shareholders authorise the Board to determine the remuneration of the auditors. In practice, the audit committee will consider the audit fees and recommend them to the Board.

Resolution 5: Directors' authority to allot shares

Resolution 5 authorises the Directors to allot shares in the Company until the conclusion of the next AGM or 30 September 2025, whichever is earlier. The resolution would give the Directors authority to allot ordinary shares, and grant rights to subscribe for or convert any security into shares in the Company, up to an aggregate nominal value of £1,941,100.60. This amount represents one third of the issued ordinary share capital of the Company as at 29 August 2024, the latest practicable date prior to the publication of this document.

Resolution 6: Adoption of The Ondo Insurtech Plc Equity Incentive Plan

Refer explanation note set out under Appendix 1

Resolution 7: Approval of the use of The Ondo Insurtech Plc Employee Benefit Trust

Refer explanation note set out under Appendix 2

Resolutions 8 and 9: Disapplication of pre-emption rights

The Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the publication of this document (the 'Pre-Emption Principles') states that a general disapplication of pre-emption rights will likely be supported where a company seeks authority to issue non-pre-emptively for cash shares representing: (i) no more than 10% of its issued share capital on an unrestricted basis (being for any purpose); and (ii) no more than an additional 10% of its issued share capital to be used for an acquisition or a specified capital investment of a kind contemplated by the Pre-Emption Principles. In addition, the Pre-Emption Principles state that, in each case, a company may seek further authority to disapply pre-emption rights for up to 2% of its issued share capital to be used only for the purposes of a follow-on offer of a kind contemplated by paragraph 3 of Section 2B of the Pre-Emption Principles.

Resolution 8 contains a three-part disapplication of statutory pre-emption rights. Other than in connection with a fully pre-emptive offer, the power contained in resolution 8 would be limited to a maximum nominal amount of £698,796.21, which would equate to 13,975,924 ordinary shares in the

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capital of the Company, representing approximately 12% of the Company's issued share capital as at 29 August 2024, being the latest practicable date prior to the publication of this document. Of the £698,796.21, £116,466.03 can only be used for the purposes of making a follow-on offer.

Resolution 9 is a further disapplication of pre-emption rights limited to an additional 10% of issued ordinary share capital to be used for transactions which the Directors determine to be an acquisition or specified capital investment and a further 2% of issued ordinary share capital to be used for making a follow-on offer. This power would be limited to a maximum nominal amount of £698,796.21, which would equate to 13,975,924 ordinary shares in the capital of the Company, representing approximately 12% of the Company's issued share capital as at 29 August 2024, being the latest practicable date prior to the publication of this document. Of the £698,796.21, £116,466.03 can only be used for the purposes of making a follow-on offer.

If passed, these authorities will expire at the same time as the authority to allot shares given pursuant to resolution 5.

Resolution 10: Approval for calling of general meetings (other than AGMs) on 14 days' notice

Under company law, the Company is required to give 21 clear days' notice for a general meeting of the Company unless shareholders approve a shorter notice period, which cannot be less than 14 clear days (AGMs must continue to be held on at least 21 clear days' notice).

Resolution 10 proposes a special resolution and seeks shareholder approval to enable the Company to call general meetings, other than AGMs, on at least 14 clear days' notice. The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed. The flexibility offered by this resolution will be used where, taking into account the circumstances, the Directors consider to be appropriate in relation to the business to be considered at the meeting in question and where it is thought to be to the advantage of shareholders as a whole. In order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting.

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APPENDIX 1- EXPLANATORY NOTES ON THE ONDO INSURTECH PLC EQUITY INCENTIVE PLAN

Resolution 6 seeks shareholder approval for the Ondo InsurTech plc Equity Incentive Plan, which the Company adopted by board resolution on 24 June 2024. The Plan is a tax-advantaged Share Incentive Plan (as recognised by HMRC).

The terms of the Plan only allow market purchase shares to be used to satisfy awards and do not permit new shares to be issued or treasury shares issued for the purpose of the Plan until the shareholders have approved the Plan at a general meeting.

The Company's remuneration committee considers the establishment of the Plan to be in the best interests of the Company and the shareholders as a whole and unanimously recommends that the shareholders vote in favour of the resolution to approve the Plan.

The rules of the Plan will be available for inspection from the date of this Notice during normal business hours at the Company's registered office and will also be available for inspection at the place of the Annual General Meeting for at least 15 minutes before and during the AGM.

1. GENERAL

The Plan has been created to enable each UK employee to invest a portion of their salary into shares in the Company (the Shares) and is intended to satisfy the conditions of Schedule 2 of the Income Tax (Earnings & Pensions) Act 2003. All the Shares that an employee acquires under the Plan will be held in a trust operated by an independent, offshore trustee (the Trustee) (the SIP Trust). The Trustee also acts as the administrator of the Plan.

2. ELIGIBILITY

The Plan will be offered to all UK employees within the Company. Employees who are invited to participate must have completed a minimum qualifying period of employment (as determined by the Company in line with the relevant legislation) before they can participate in the Plan.

3. GRANT

Under the Plan, eligible employees may be:

(a) Awarded free Shares up to a value of £3,600 (Free Shares) each year;
(b) Offered the opportunity to purchase Shares up to a maximum value of the lesser of £1,800 and 10% of the employee's pre-tax salary each year (Partnership Shares);
(c) Given up to one free share (Matching Shares) for each Partnership Share purchased; and /or
(d) Allowed or required to purchase Shares using dividends received on Shares held in the SIP Trust (Dividend Shares).

4. FREE SHARES

The Board may impose a qualifying period of 18 months service that an employee must have served in order to participate in an award of Free Shares.

There will be a holding period of between three and five years (or such other period as may be permitted by the relevant legislation from time to time) during which the participant cannot withdraw the Free Shares from the SIP Trust unless the participant ceases to be

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employed by the Company. The precise duration of this holding period will be determined by the Board each time Free Shares are awarded.

The Board, in its discretion, may provide that the Free Shares will be forfeited if the participant ceases to be employed by the Company other than because of injury or disability, redundancy within the meaning of the Employment Rights Act 1996, a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006, a change of control or other circumstances ending the status of the participant's employer as an associated company, retirement or death.

5. PARTNERSHIP SHARES

The Board may allow an employee to use pre-tax salary to buy Partnership Shares at their then market value. The employee can decide the amount they want to invest. The maximum amount that can be invested is £150 per month, or such lower amount of £1,800 or the equivalent to 10% of an employee's fixed gross salary in any tax year.

Once acquired, Partnership Shares may be withdrawn from the SIP Trust by the participant at any time.

6. MATCHING SHARES

The Board may, in its discretion, offer free Matching Shares to an employee who has purchased Partnership Shares.

There is a holding period of three years (or such other period as may be permitted by the relevant legislation from time to time) during which the participant cannot withdraw the Matching Shares from the SIP Trust, unless the participant ceases to be employed by the Company. The precise duration of this holding period will be determined by the Board each time Matching Shares are awarded.

Matching Shares will be forfeited if the participant ceases to be employed by the Company other than by reason of injury or disability, redundancy within the meaning of the Employment Rights Act 1996, a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006, a change of control or other circumstances ending the status of the participant's employer as an associated company, retirement or death.

7. DIVIDENDS

The Board may allow or require a participant to reinvest the whole or part of any dividends paid on Shares held in the SIP Trust on their behalf. Dividend Shares must be held in the SIP Trust for no less than three years.

8. OVERALL LIMIT

The Plan rules provide that the number of Shares which may be issued to satisfy awards granted in any ten-year rolling period under the Plan and any other employee share plan adopted by the Company may not exceed 10% of the issued ordinary share capital of the Company from time to time. Shares transferred out of treasury will count towards this limit for so long as this is required under institutional shareholder guidelines. However, awards which are relinquished, or lapse will be disregarded for the purposes of the limit.

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1. CORPORATE EVENTS
   If a general offer is made to shareholders (or a similar takeover event takes place), participants will be able to direct the Trustee as to how to act in relation to their Shares. In the event of an internal reorganisation, any Shares held by participants will normally be replaced by equivalent shares in the new holding company.

2. VARIATION OF CAPITAL
   Shares acquired on a variation in the share capital of the Company will usually be treated in the same way as the Shares originally acquired or awarded under the Plan in respect of which the rights were conferred and as if they were acquired or awarded at the same time.

3. RIGHTS ATTACHING TO SHARES
   Any Shares issued to the trustee of the SIP Trust will rank equally with other Shares then in issue (except for rights arising by reference to a record time or date prior to the time or date of issue). In the event of a rights issue, participants will be able to direct the trustee of the SIP Trust as to how to act in respect of the Shares held on their behalf.

4. AMENDMENTS
   The Company may, at any time, amend the provisions of the Plan. The prior approval of the Company's shareholders must be obtained in the case of any amendment which is made to the advantage of eligible employees and/or participants and relates to the provisions relating to eligibility, individual or overall limits, the basis for determining the entitlement to, and the terms of, awards, the adjustments that may be made in the event of any variation in the share capital of the Company and/or the rule relating to such prior approval. There are, however, exceptions to this requirement to obtain shareholder approval for any minor amendments to benefit the administration of the Plan, to take account of the provisions of any legislation, or to obtain or maintain favourable tax, exchange control or regulatory treatment for any participant or member of the Group.

5. AWARDS NOT TRANSFERABLE
   Awards (other than where indicated otherwise above) are not transferable other than to the participant's personal representatives in the event of their death. Benefits received under the Plan are not pensionable.

6. TERMINATION
   No awards may be granted under the Plan more than ten years after the date it is approved by the Company's shareholders.

7. TAX TREATMENT
   The Plan has certain tax benefits associated with it under UK legislation. The tax consequences relating to the Shares depend on the period that they have been held in the SIP Trust. If they are held for 5 years or more there will be no income tax or national insurance contributions charge on the Shares and no capital gains tax charge if the Shares are sold directly from the SIP Trust.

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APPENDIX 2 – EXPLANATORY NOTES ON THE EMPLOYEE BENEFIT TRUST

Resolution 7 seeks shareholder approval for the use of the Ondo InsurTech plc Employee Benefit Trust following which the Company may issue new shares to the EBT. The EBT was established by the Company on 24 June 2024 but does not currently hold any Shares. It is proposed that going forwards the EBT acquires Shares and provides an alternative method for the Company of satisfying awards under the employee share schemes that the Company operates.

1. CONSTITUTION

The EBT is a discretionary trust constituted by a trust deed between the Company and a Jersey based independent professional trustee company (the EBT Trustee). The EBT will be constituted as an employees' share scheme within the meaning of section 1166 of the Companies Act 2006, with the purpose of encouraging and facilitating the holding of shares by bona fide employees and former employees of the Company (which, for these purposes includes executive directors) and its subsidiaries and certain of their relatives or for their benefit.

1. POWER AND FUNDING

The EBT Trustee will have full discretion with regard to the application of the trust fund. Whilst under the terms of the trust deed they are required to consult with a liaison committee appointed by the Company in certain circumstances, the views expressed by the liaison committee are in no respect binding upon them.

The EBT Trustee has the power to acquire Shares and to apply them for the purposes of any employees' share scheme operated by the Company.

The EBT may be funded by way of loan or gift to acquire Shares either by market purchase or by subscription.

1. LIMITS TO HOLDINGS

Any Shares issued to the EBT in order to satisfy options or awards will be treated as counting towards the dilution limits that apply to the Company's share schemes/plans. For the avoidance of doubt, any ordinary shares acquired by the EBT in the market to satisfy options or awards will not count towards these limits. In addition, without prior shareholder approval, the EBT will not, at any one time, hold more than five per cent of the ordinary share capital of the Company.