REACH PLC — Governance Information 2020

Oct 22, 2020

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author: "Lorraine Clover"
date: 2020-10-22 10:29:00+00:00
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REACH PLC
RULES of the REACH ALL-EMPLOYEE SHARE PLAN

Approved by shareholders of the Company on: 22 October 2020

Adopted by the Board of Directors of the Company on: 22 October 2020

CONTENTS

CLAUSE PAGE

1. DEFINITIONS AND INTERPRETATION 1
2. GRANT OF AWARDS 3
3. EXERCISE OF AWARDS, LIMITATIONS AND MANNER OF EXERCISE 4
4. CESSATION OF EMPLOYMENT 6
5. TAKEOVERS AND LIQUIDATION 7
6. VARIATIONS IN THE SHARE CAPITAL OF THE COMPANY 10
7. ADMINISTRATION OF THE PLAN 10
8. AMENDMENT OF THE PLAN 10
9. GENERAL PROVISIONS 11

RULES OF THE REACH ALL-EMPLOYEE SHARE PLAN

1. DEFINITIONS AND INTERPRETATION
2. In the Plan:

"Accounting Period" means an accounting reference period as determined in accordance with section 391 of the Companies Act 2006;

"Adoption Date" means [DATE] 2020;

"Announcement Date" means the date on which the Company announces its annual, half yearly or, if relevant, quarterly results in any year;

"Award" means a right to acquire Shares under the Plan in the form of a nil-cost option;

"Award Date" means the date on which an Award is granted which will be set out in the Award Letter;

"Award Exercise Period" except as provided in clauses 3 and 4 means:

• • 1. the period of six months beginning on the third anniversary of the Award Date or such other date specified by the Board in accordance with Rule 2.2; or
  • any other period as determined by the Board at any time when dealing in Shares is prohibited by statute, order or otherwise (including restrictions resulting from the application of the Market Abuse Regulation and/or the Company's Share Dealing Code and Dealing Notification Policy or any comparable code adopted by the Company) during the normal Award Exercise Period;

"Award Letter" means a letter containing the information specified in clause 2.2 in the form prescribed by the Board, sent by the Company to a Participant informing the Participant of the grant of an Award to him or her;

"Board" means the board of directors of the Company or a duly appointed committee of the board of directors except that if any person obtains Control of the Company, the Board or the relevant committee as appropriate will mean the members of the Board or the relevant committee as the case may be immediately before Control is obtained;

"Cessation Date" means the date on which a Participant ceases to hold employment with the Group in accordance with clause 4.2;

"Company" means Reach plc (registered in England and Wales with registered number 00082548);

"Control" means control of a company within the meaning of section 995 of the Tax Act and a person will be deemed to have control of a company if he and others acting in concert with him have together obtained control of a company within the meaning of section 995 of the Tax Act;

"Eligible Employee" means any employee of any member of the Group except that a person is not eligible to participate in the Plan if:

• • 1. he or she is a director of the Company; or
  • any Award granted to him or her would be regarded as granted in respect of qualifying services as defined in paragraph 44 of Schedule 8 to the Large and Medium-Sized Companies and Groups (Accounts and Reports) Regulations 2008;

"Grant Period" means the period of:

1. three months following the Adoption Date;
2. 42 days beginning with the dealing day immediately following an Announcement Date except that if the Company is restricted by statute, order, regulation or otherwise (including a restriction resulting from the application of the Market Abuse Regulation and/or the Company's Share Dealing Code and Dealing Notification Policy or any comparable code adopted by the Company) from granting Awards or in the case of Eligible Employees receiving Awards within such 42 day period, the Company may grant Awards within the period of 42 days after the lifting of these restrictions; or
3. any time when the Board resolves that exceptional circumstances exist which justify the grant of Awards;

"Group" means the Company and all of its Subsidiaries and the expression "member of the Group" will be construed accordingly;

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

"Market Abuse Regulation" means Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation);

"Participant" means an Eligible Employee who has been granted an Award or, where applicable, his or her personal representative;

"Performance Conditions" means any conditions to which the exercise of an Award is subject;

"Plan" means the Reach All-Employee Share Plan constituted by this document; "Shares" means ordinary shares in the capital of the Company;

"Subsidiary" means any company over which the Company has Control and which is a subsidiary of the Company within the meaning of section 1159 of the Companies Act 2006;

"Tax Act" means the Income Tax Act 2007;

"Trust" means the Reach Employees' Benefit Trust or any similar trust established by any member of the Group from time to time;

"Trustees" means the trustee or trustees of the Trust;

"UK Listing Authority" means the UK Listing Authority within the meaning given to that expression in the Listing Rules made by the Financial Services Authority pursuant to its appointment as the relevant competent authority under the Official Listing of Securities (Change of Competent Authority) Regulations 2000; and

"Vesting Period" means the period of three consecutive Accounting Periods beginning with the Accounting Period commencing immediately before the Award Date or any other period as determined by the Board and specified as the “Vesting Period” in accordance with Rule 2.2.

• 1. Any reference in the Plan to a statutory provision includes a reference to that provision as amended or re-enacted. Where the context permits the singular will include the plural and the other way around and the masculine gender will include the feminine and the other way around.

• Where any Award has been granted such that parts of the Award are subject to different Vesting Periods and/or Award Exercise Periods (or are otherwise subject to different provisions as to exercise), references in the rules of the Plan to the Award shall, where the context so requires, be a reference to a relevant part of the Award.

• GRANT OF AWARDS

• Except as provided in this clause 2, the Company may in its absolute discretion during any Grant Period grant any Eligible Employee an Award in accordance with the rules of the Plan or (subject to clause 8) on any other terms and conditions as determined by the Board including such that parts of an Award may be granted subject to different terms and conditions (including, but not limited to, different Vesting Periods and/or Award Exercise Periods). For the avoidance of doubt, while the Board may grant Awards subject to Performance Conditions, the Board is under no obligation to impose Performance Conditions.
• No monetary consideration shall be payable for the grant of an Award.
• An Award shall be granted by the Company executing a deed.
• The Company will on or as soon as reasonably practicable after the Award Date notify the Eligible Employee in writing in the form of an Award Letter of the grant of the Award. The Award Letter will specify:
  1. the number of Shares in respect of which the Award is granted;
  2. the Award Date;
  3. the Vesting Period;
  4. the Award Exercise Period; and
  5. any Performance Conditions which must be satisfied before the exercise of an Award.
• The Board may require the Participant to accept the grant of an Award on such basis as it sees fit. For the avoidance of doubt, this means that the Board may provide for the lapse of an Award if the Participant fails to accept the grant of the Award on any terms so specified by the Board.
• An Award is personal to a Participant and is not capable of being transferred or otherwise disposed of by a Participant and may not be exercised by any person other than the Participant. An Award will lapse immediately if it is so transferred or otherwise disposed of by a Participant.
• A Participant is not entitled to any dividends (or other distributions made) and has no right to vote in respect of the Shares under his or her Award, until the Shares are issued or transferred to him or her following exercise of the Award.
• A Participant is entitled at any time to renounce, surrender, cancel, or agree to the cancellation of, an Award.
• Unless specified to the contrary by the Board on or before the Award Date, an Award may be satisfied by:

(a) the issue of new Shares; and/or

(b) the transfer of treasury Shares; and/or

(c) the transfer of Shares (other than the transfer of treasury Shares).

The Board may decide to change the way in which it is intended that an Award may be satisfied after it has been granted, having regard to the provisions of clause 3.6.

• 1. No Award may be made after [DATE] 2030.

• EXERCISE OF AWARDS, LIMITATIONS AND MANNER OF EXERCISE

Time for exercise and lapse of Awards

Except as provided in clauses 3.2, 3.5, 4.1, and 5, an Award may only be exercised during its Award Exercise Period. An Award which is not so exercised will lapse.

Limitations on the exercise of Awards

The exercise of an Award by a Participant and the extent to which it may be exercised is conditional on the Board being satisfied that any Performance Conditions imposed on the Award in accordance with clause 2.2 have been fulfilled, except that the Board may in its absolute discretion waive any Performance Conditions if it considers in its absolute discretion that there are exceptional circumstances which would justify a waiver.

Manner of exercise of Awards

If a Participant is permitted to exercise his or her Award under the Plan, he or she may exercise his or her Award by giving notice in writing to the Company in the form and manner prescribed by the Board. The notice must be signed by the Participant and must specify the number of Shares (which must be either a multiple of 100 or equal to the balance of the Shares remaining subject to the Award) over which the Award is being exercised. The notice of exercise will only take effect when the Company receives it together with:

• • 1. payment of any amount of which the Company may notify the Participant in respect of any deduction on account of tax or similar liabilities as may be required by law which may arise on exercise of the Award in accordance with clause 3.4(a);
  • if required by the Company, a signed election under section 431(1) of ITEPA to be entered into jointly with the Participant's employing company within 14 days of the date of exercise of the Award; and
  • any other documentation the Company may require.

Exercise of Awards

Except as provided in clauses 3.5, 4 or 5, if a Participant exercises his or her Award in accordance with clause 3.3, the Company will issue or transfer, or procure the transfer of, the appropriate number of Shares to the Participant as long as:

• • 1. if a member of the Group or the Trustees are obliged to (or would suffer a disadvantage if they were not to) account for tax (in any jurisdiction) for which a Participant is liable by virtue of the exercise of his or her Award and/or for any employee social security contributions, the Participant has either:
  • paid to the relevant member of the Group or the Trustees an amount equal to the liability to tax and/or social security contributions; or
  • entered into arrangements acceptable to the relevant member of the Group or the Trustees to pay the liability to tax and/or social security contributions,

and the Participant has agreed to do all things and execute any documents as the relevant member of the Group or the Trustees may reasonably require to satisfy his or her obligation to pay the liability to tax and/or social security contributions; and

• • 1. if the Company requires, the Participant has provided a joint election form in accordance with clause 3.3(b) within 14 days of the date of exercise of the Award.

The Company may sell, or procure the sale of, such number of Shares in respect of which the Award is exercised to meet any obligation of any member of the Group or any other person to deduct tax or employee social security contributions arising in respect of the exercise of his or her Award by the Participant.

Suspension of exercise of Awards lapse of Awards and forfeiture of Shares

• • 1. The provisions of clause 3.5(b) will apply if a Participant is:
  • subject to a continuing disciplinary investigation or disciplinary proceedings;
  • subject to criminal or other investigations or the Company has reason to believe the Participant may become subject to criminal or other investigations; or
  • involved in or suspected of involvement in activities which might bring the Company into disrepute.
  • The Board may, acting reasonably and in good faith, determine in relation to any Award which has not been exercised that the Participant may not exercise his Award until the Participant is notified that:
  • the disciplinary proceedings (including any proceedings instigated as a result of a disciplinary investigation) have been finally concluded and the Participant remains in employment with the Group; or
  • the criminal or other investigations have been dropped and the Company has confirmed that it no longer believes that the Participant may become subject to criminal or other investigations or the Participant has been cleared of any charges proceeding from any investigations; or
  • the Company confirms that the Participant is not involved in or suspected of involvement in activities which might bring the Company into disrepute

except that if the Participant is dismissed from employment with the Group as a result of the disciplinary proceedings or is found guilty of a criminal offence or to have been involved in activities which might bring the Company into disrepute, the Award lapses on the Cessation Date, the conviction date or the date on which the Participant is found to have been involved in activities which might bring the Company into disrepute.

Dilution limit

An Award may not be granted in any calendar year if, on the proposed Award Date, it would cause the number of Shares allocated in the period of 10 calendar years ending with that calendar year under the Plan and any other employee share plan adopted by the Company to exceed 10 per cent of the ordinary share capital of the Company in issue at that time.

• 1. Interpretation of dilution limit

Subject to clause 3.8, Shares shall be treated as "allocated" for the purpose of clause 3.6 if:

• • 1. they have been newly issued or transferred from treasury by the Company to satisfy any relevant award granted during the relevant ten calendar year period; or
  • in respect of any relevant award, the Board intends that new Shares will be issued or that Shares will be transferred by the Company from treasury to satisfy such award;
  • and, in either case, Shares shall be treated as allocated for these purposes if they are newly issued or transferred from treasury by the Company to the Trustees to then transfer to satisfy an award.
• Treatment of treasury Shares

For the purposes of clauses 3.6 and 3.7, treasury Shares shall cease to count as allocated Shares if institutional investor guidelines cease to require such Shares to be so counted. For the avoidance of doubt, if Shares issued or transferred out of treasury to the Trustees have been counted for the purpose of clause 3.6, they shall not also be counted when they are used to satisfy any relevant award.

• 1. Adjustments and breaches

The Board may make such adjustments as it sees fit to how it assesses compliance with clause 3.6 in the event of any variation in the share capital of the Company.

If an Award is purported to be granted in breach of the limit in clause 3.6 it shall be limited and will take effect in such manner as the Board may determine to be consistent with the relevant clause (which, for the avoidance of doubt, may involve the Board reducing the number of Shares under the Award (including to nil)).

1. CESSATION OF EMPLOYMENT

Cessation of employment

If a Participant ceases to be employed by the Group his or her Award lapses on the Cessation Date unless the Board, in its absolute discretion, determines otherwise and notifies the Participant in writing of the terms on which his or her Award will vest.

Time of cessation of employment

For the purposes of the Plan (including, without limitation, this clause 4), if a Participant's employment is terminated without notice or on terms in lieu of notice it will be deemed to cease on the date on which the termination takes effect and if the employment is terminated with notice it will be deemed to cease on the date on which that notice expires.

1. TAKEOVERS AND LIQUIDATION

Control of the Company

Clause 5.2 will apply if:

• • 1. 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 (other than that which is already owned by such person) made

on a condition such that if it is satisfied the person making the offer will have Control of the Company; or

• • • 1. a general offer to acquire all the Shares (or such Shares as are not already owned by such person); or
  • having obtained Control of the Company a person makes either a general offer to acquire the whole of the issued share capital of the Company or a general offer to acquire all the Shares; or
  • under section 899 of the Companies Act 2006 the Court sanctions a compromise or arrangement between the Company and its creditors or its members which, if it becomes effective, will result in a person obtaining Control of the Company.

Exercise of Awards on a change of Control

Except as provided in clauses 3.5 and 5.9, a Participant may exercise his or her Award at any time before the earlier of the expiry of its Award Exercise Period and the expiry of the appropriate period, as defined in clause 5.3, to the extent that the Board determines that any Performance Conditions have been satisfied at the date of the relevant event as defined in clause 5.3(a) below and to the extent permitted under clause 5.8. Any Award which is not so exercised lapses.

Period for exercise on a change of Control

The appropriate period referred to in clause 5.2 is:

• • 1. in a case falling within clause 5.1(a), a period commencing on the date when the person making the offer has obtained Control of the Company and any condition subject to which the offer is made is satisfied and ending on the earlier of:
  • six months after this date; and
  • 30 days before the last date on which the person making the offer is permitted to issue a notice under section 979 of the Companies Act 2006; and
  • in a case falling within clause 5.1(b), a period commencing on the date when the person makes the offer and ending on the earlier of:
  • six months after this date; and
  • 30 days before the last date on which the person making the offer is permitted to issue a notice under section 979 of the Companies Act 2006; and
  • in a case falling within clause 5.1(c), a period of six months commencing with the time when the Court sanctions the compromise or arrangement.

Date for determining if any Performance Conditions have been satisfied on a change of Control

For the purposes of determining if any Performance Conditions have been satisfied in accordance with clause 5.2, the date of the relevant event is:

• • 1. in a case falling within clause 5.1(a), the date when the person making the offer has obtained Control of the Company and any condition to which the offer was subject has been satisfied;
  • in a case falling within clause 5.1(b), the date when the person makes the offer; and
  • in a case falling within clause 5.1(c), the date when the Court sanctions the compromise or arrangement.

Voluntary winding-up of the Company

Except as provided in clause 3.5, if the Company gives notice of a general meeting to consider a resolution for the voluntary winding up of the Company (the "resolution") the Company must give notice of the resolution or order to all Participants following which a Participant may exercise his or her Award at any time before the earlier of the expiry of its Award Exercise Period and the date the resolution is duly passed, defeated or withdrawn to the extent the Board determines that any Performance Conditions have been satisfied and to the extent permitted under clause 5.8 except that any exercise of an Award under this clause 5.5 is conditional upon the resolution being duly passed. If the resolution is defeated or withdrawn, the Award will be unaffected. If a Participant exercises his or her Award under this clause 5.5 he or she will be entitled to share in the assets of the Company with existing holders of the Shares in the same manner as if the Shares had been registered in his or her name before the resolution was passed. Any Awards not exercised lapse on the passing of the resolution.

Demergers, special dividends etc.

If, in the opinion of the Board, the Company will be affected by any demerger, dividend in specie, special dividend or other transaction which will adversely affect the current or future value of any Award, the Board may, except as provided in clause 3.5, and acting fairly, reasonably and objectively, allow all such Awards to be exercised conditionally on this event happening to the extent that the Board determines that any Performance Conditions have been satisfied immediately before the relevant event and to the extent permitted under clause 5.8.

Liquidation of the Company

On the commencement of any liquidation of the Company (except as provided in to clause 5.5 and otherwise than in connection with a compromise or arrangement as referred to in clause 5.1(c)), the Award lapses.

Pro-rating of Awards

If any of the events referred to in clauses 5.1, 5.5 or 5.6 take place, the extent to which an Award may be exercised (if at all) will, unless the Board determines otherwise, be calculated in accordance with the following formula:

D = E x F

Where:

D =	the number of Shares over which the Award becomes exercisable in accordance with clause 5.1, 5.5 or 5.6;
E =	the number of Shares over which the Award would otherwise have become exercisable, but for the operation of this clause 5.8, having applied any Performance Conditions in accordance with clause 5.4; and
F =	the ratio that the number of days that have elapsed between the commencement of the Vesting Period and the date of the

relevant event under clause 5.1, 5.5 or 5.6 bears to the total number of days in the Vesting Period.

Rollover of Awards

If:

• • 1. an offer as referred to in clauses 5.1(a) or 5.1(b) is made or a compromise or arrangement as referred to in clause 5.1(c) is proposed which, if accepted or approved by the Court as the case may be, will result in the Company being controlled by another company (the "Acquiring Company") or a company which controls the Acquiring Company (the "Controlling Company");
  • at least 95% of the Shares in the Acquiring Company, or if relevant in the Controlling Company, will be held by persons who immediately before the offer or proposal was made were shareholders in the Company; and
  • before Awards become exercisable under clause 5.2 an offer is made by the Acquiring Company, or if relevant the Controlling Company, to all Participants to release their Awards (the "Old Awards") in consideration of the grant of new awards (the "New Awards") within the appropriate period specified in clause 5.3 and the offer is made on the basis that a New Award will:
  • be on the same terms as the Old Award;
  • be over shares in the Acquiring Company or, if relevant, the Controlling Company which are listed on a recognised stock exchange; and
  • be a right to acquire a number of shares which on acquisition of the New Award have an aggregate market value equal to the aggregate market value of the Shares to which the Old Award related immediately before the date of the relevant event (with the market values being determined by the Board)

then the Old Award will not become exercisable under clause 5.2 unless the Board before the date of the relevant event as set out in clause 5.4, in its discretion, determines otherwise. If an Old Award is released in consideration for the grant of a New Award the relevant parts of the Plan will continue to apply to the New Awards adapted as necessary.

1. VARIATIONS IN THE SHARE CAPITAL OF THE COMPANY
2. In the event of any increase or variation of the share capital of the Company (whenever effected) by way of capitalisation, rights issue, sub-division, consolidation or reduction of capital or any other method, the Board may make any adjustment to any unexercised Awards which it considers appropriate under clause 6.2.
3. An adjustment made under this clause 6.2 will be to one or more of the following:
   1. the number of Shares in respect of which any Award granted under the Plan may be exercised; and/or
   2. where an Award has been exercised but no Shares have yet been delivered to the Participant under clause 3.4, the number of Shares which are to be delivered to the Participant.
4. Reference to a variation in clause 6.1 includes (but is not limited to) a demerger, special dividend or other similar event which, in the opinion of the Board, would affect the share price to a material extent.
5. The Company will give notice in writing to a Participant of any adjustment made under clause 6.1 as soon as practicable following the making of the adjustment. The Board will be entitled to call in the deed evidencing the grant of an Award affected by the adjustment for endorsement or replacement as they consider appropriate.
6. ADMINISTRATION OF THE PLAN
7. The Plan will be administered by the Board whose decision on any matter connected with the Plan will be final and binding.
8. The Board will determine any dispute about the rights and obligations of any person under the Plan or any question concerning the construction or effect of the Plan or any other question in connection with the Plan and its determination will be final and binding on all persons.
9. AMENDMENT OF THE PLAN

Amendment

Except as provided in clause 8.2 and clause 8.3, the Board is at any time entitled to amend by resolution all or any of the provisions of the Plan.

Consent of shareholders

• • 1. Subject to clause 8.2(b), no alteration or amendment shall be made under clause 8.1 to the advantage of Eligible Employees or Participants to the provisions relating to:-
  • eligibility to participate;
  • the overall limitations on the making of Awards;
  • the basis for determining Participants’ rights to acquire Shares or to receive cash;
  • the adjustment of rights in the event of a variation of the share capital; or
  • this clause 8.2

without the prior approval by ordinary resolution of the shareholders of the Company.

• • 1. Clause 8.2(a) shall not apply to the extent that an alteration or amendment is in the opinion of the Board a minor amendment:-
  • to benefit the administration of the Plan;
  • to take account of any change in legislation; or
  • to obtain or maintain favourable tax, exchange control or regulatory treatment for Eligible Employees, Participants, the Company or any Subsidiary.

Consent of Participants

No amendment will be made under clause 8.1 which would prejudice the subsisting rights of existing Participants in any manner unless it is made:

• • 1. with the prior written consent of existing Participants entitled to exercise Awards in respect of at least three-quarters of the total number of Shares over which Awards are at that time subsisting; or
  • by a resolution at a meeting of such Participants passed by not less than three quarters of the Participants who attend and vote either in person or by proxy,

and for the purposes of this clause 8.3 the Participants will be treated as if they are the holders of a separate class of share capital and the provisions of the articles of association of the Company relating to class meetings will apply adapted as necessary.

Overseas taxation

In addition to any other provisions of the Plan the Board may, in respect of Awards granted to Eligible Employees who are or may become subject to taxation outside the United Kingdom on their remuneration, amend the provisions to the Plan and the terms of Awards as they consider necessary or desirable to take account of, mitigate or comply with relevant overseas taxation, securities or exchange control laws except that the terms of Awards granted to such Eligible Employees are not overall more favourable than those of Awards granted to other Eligible Employees.

1. GENERAL PROVISIONS

Terms of employment

The rights and obligations of any Participant under the terms of his or her employment with any member of the Group are not affected by his or her participation in the Plan or any right which he or she may have to participate in the Plan and the Plan does not entitle a Participant to any right to continued employment or any additional right to compensation in consequence of the termination of his employment.

Tax and other liabilities

Any liability of a Participant to taxation or employee social security contributions or similar liabilities in respect of an Award will be for the account of the relevant Participant. The Company may make an Award and the issue or transfer of Shares under an Award conditional on the Participant complying with arrangements specified by the Company for the payment of any taxation, employee social security contributions (including, without limitation, the deduction of taxation at source).

Notices

Any notice or other communication under or in connection with the Plan may be given by personal delivery or by post in the case of a company to its registered office, in the case of the Trustees to their registered address and in the case of an individual to his or her last known address, or, where he or she is a director or employee of any member of the Group, either to his or her last known address or to the address of the place of business at which he or she performs the whole or substantially the whole of the duties of his or her office or employment, and where a notice or other communication is given by first-class post, it will be deemed to have been received 48 hours after it was put into the post properly addressed and stamped.

Regulation

Every Award is subject to the condition that no Shares will be issued or transferred to a Participant following the exercise of an Award if such issue or transfer would be contrary to any enactment or regulation of the United Kingdom or any other country having jurisdiction in relation to the Award. The Company is not bound to take any action to obtain the consent of any government or authority to such issue or transfer or to take any action to ensure that any such issue or transfer must be in accordance with any enactment or regulation if such action could in the opinion of the Board be unduly onerous.

Data Protection provisions

• • 1. The Company and the Trustees will collect and process information about each Participant in order to manage and administer the Plan, communicate information about Awards, develop and improve services to each Participant and protect the Participant’s interests. For the purposes of this clause 9.5, "information” means personal information obtained from each Participant, his or her Group employing company and any other members of the Group or other organisations in anticipation of the grant of the Award.
  • The Company and the Trustees may disclose information about each Participant to the following recipients:
  • the Participant's Group employing company and its agents or service providers where disclosure is necessary to enable the Company and the Trustees to discharge their duties and obligations in the management and administration of the Plan including any disclosure of information that may be necessary to enable the Group employing company to comply with the requirements of any relevant tax, social security or other governmental authority (and in this clause 9.5 "Group employing company" includes any company or other entity of the Group which may become the Participant's employer during the term of the Award and any other company or entity which has a duty to comply with any requirements imposed by any relevant tax, social security or other governmental authority in connection with the Award);
  • third party service providers that provide a service to the Company or the Trustees or are acting as their agents on the understanding that they will keep the information confidential;
  • anyone to whom the Company or the Trustees transfer or may transfer their rights and duties under the Plan;
  • any body or authority, where the Company or the Trustees have a duty to do so or if the law allows the Company or the Trustees to do so (including any relevant tax, social security or other governmental authority);

but otherwise the Company and the Trustees will keep information about the Participant confidential.

• • 1. If the Company or the Trustees transfer information about the Participant to a service provider or agent in another country, they will procure that the service provider or agent agrees to apply the same levels of protection as the Company or the Trustees are required to apply in the UK and other European Union jurisdictions and to use information about the Participant only for the purpose of providing the service to the Company or the Trustees.
  • The Company and the Trustees will retain appropriate records of information in order to manage and administer the Plan and comply with their respective legal and regulatory obligations, and where necessary to respond to complaints or queries following the provision of the share plan services or defend legal claims.
  • Participants have a number of rights in respect of how their information is collected and used, including the right to access, inspect or be provided with a permanent copy of their information.

Governing law

The Plan is governed and construed in accordance with English law.