________________ 2022

REDDE NORTHGATE PLC

EQUINITI SHARE PLAN TRUSTEES LIMITED

TRUST DEED OF THE REDDE NORTHGATE SHARE INCENTIVE PLAN

Adopted by the Board on 28 June 2022

Approved by shareholders on [27 September 2022]

1.	Definitions 1
2.	Trusts of the Free Shares and Matching Shares 7
3.	Trusts of the Partnership Shares 8
4.	Trusts of the Dividend Shares 9
5.	General trusts of the plan 9
6.	Investment and borrowing powers 10
7.	Receipts by the Trustees 10
8.	Disposal and retention of Plan Shares 11
9.	Application of Plan to Subsidiaries, etc. 11
10.	Voting rights and directions 12
11.	Trustees' powers of delegation 13
12.	Administration 13
13.	Trustees' indemnities and charges 14
14.	Appointment and retirement of Trustees 15
15.	Residence of the Trustees 16
16.	Alterations 16
17.	Termination of Plan 17
18.	Governing law 17
19.	Construction of this Deed 18
20.	Counterparts 18
	Schedule 1 The Rules of the Redde Northgate Share Incentive Plan 21
	Appendix 1 Free Shares 30
	Appendix 2 Partnership Shares 35
Appendix 3 Matching Shares 41
Schedule 2 Deed of Adherence 44

BETWEEN:

(1) REDDE NORTHGATE PLC whose registered office is Northgate Centre, Lingfield Way, Darlington, DL1 4PZ, registered in England and Wales under number 00053171 (the Company); and
(2) EQUINITI SHARE PLAN TRUSTEES LIMITED whose registered office is at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, registered in England and Wales under number 03925002 (the Trustees).

INTRODUCTION:

Para 3(1)

Para7

Para 51

(A) The Company wishes to establish a share incentive plan as a Schedule 2 SIP in accordance with the provisions of Chapter 6 of Part 7 of and Schedule 2 to the Income Tax (Earnings and Pensions) Act 2003 providing for:
(i) shares to be appropriated to employees without payment (Free Shares); Para 2(1)(a)
(ii) shares to be acquired on behalf of employees out of sums deducted from their salary (Partnership Shares); Para 2(1)(b)
(iii) shares to be appropriated to employees without payment in proportion to the Partnership Shares acquired by them (Matching Shares); and
- (iv) shares to be acquired with some or all of any cash dividend paid in respect of Plan Shares (Dividend Shares).
- (B) The purpose of the share incentive plan, to be called the Redde Northgate Share Incentive Plan (the Plan), is to facilitate and encourage the holding of Shares by or for the benefit of employees of the Company and its Subsidiaries so that such plan shall constitute an "employees' share scheme" as that expression is defined in Section 1166 of the Companies Act 2006 and so that employees may, in accordance with Schedule 2 to the Act, enjoy a continuing stake in the Company.
- (C) The Plan must not provide benefits to employees otherwise than in accordance with Schedule 2 to the Act;
- (D) The Company by a resolution in general meeting passed on [27 September 2022] approved the establishment of the Plan.
- (E) The Trustees have agreed to be the original trustees of the Plan.

1. Definitions

1.1 In the Plan, the following words and expressions shall bear, unless the context otherwise requires, the meanings set forth below:

Accounting Period means any period for which audited accounts or half-yearly accounts of the Company are made up;

Accumulation Period means in relation to any acquisition of Partnership Shares such period not exceeding twelve months as the Board may determine and

	specify in the relevant Partnership Share Agreement (and which must be the same for each Participant) during which deductions from Salary may be accumulated before being applied in the acquisition of Partnership Shares;
	the Act means the Income Tax (Earnings and Pensions) Act 2003;
	Adoption Date means the date of adoption of the Plan by the Company in general meeting;
	Announcement Date means a date on which the Company makes an announcement of its results for the preceding Accounting Period;
	Appropriation Day means a day on which Free Shares or Matching Shares are appropriated to a Participant;
Para 35(2) to (4)	Appropriation Value means in relation to an appropriation of Shares, their Market Value on the relevant Appropriation Day;
Para 94	Associated Company has the meaning given by paragraph 94 of Schedule 2 to the Act;
	Associated Plan means any Schedule 2 SIP established by the Company or an Associated Company;
	Benefits Code has the meaning given by Section 63(1) of the Act;
	the Board means the board of directors of the Company, or a duly authorised committee of the Board;
	Company means Redde Northgate plc, a company incorporated in England and Wales under number 00053171 by whatever name known from time to time;
	Connected Company has the meaning given by paragraph 18(3) of Schedule 2 to the Act;
	Control has the meaning given by Section 995 of the ITA;
	CTA 2010 means the Corporation Tax Act 2010;
	Dealing Day means any day on which the London Stock Exchange is open for the transaction of business;
	the Deed means this Trust Deed constituting, inter alia, the Plan as amended from time to time;
	Deed of Adherence means a deed substantially in the form set out in Schedule 2 to this Deed;
Para 65	Dividend Shares means Shares which satisfy the requirements of paragraph 65 of Schedule 2 to the Act and which are, or are to be, acquired with some or all of any cash dividend paid in respect of Plan Shares in accordance with Rule 11 of Schedule 1 to this Plan or, if the context so requires, any New Shares issued or otherwise representing such Shares;
	Eligible Employee means an individual who:

Para 15(2)	(a)	is an employee of a Participating Company (and is not under notice of termination of employment);
Para 8(1)(b)	(b)	is a UK resident tax-payer within the meaning of paragraph 8(2) of Schedule 2 to the Act; and
Para 15(2)(b)	(c)	has such Qualifying Period (if any) of employment with a Qualifying Company as the Board may determine; or
Paras 8(5) and 14 (8)	in the case of an individual who does not satisfy the requirement of paragraph (b) above but satisfies the eligibility requirements of paragraphs (a) and (c) above, is nominated by the Board as an employee of a Participating Company (or is nominated as a member of a category of such employees);
	provided always that in each case the individual is not ineligible to participate in the Plan by virtue of Rules 2.1 and 2.2 of the Plan or because they have served a subsisting notice under paragraph 1.6 of Appendix 1 of Schedule 1 to the Plan directing the Trustees not to appropriate Shares to them;
		Employees' Share Scheme has the meaning given by Section 1166 of the Companies Act 2006;
		Employer Company has the meaning given by Section 510(7) of the Act;
	Forfeiture Period means in relation to any appropriation of Free Shares or Matching Shares such period as the Board may determine in respect of that appropriation being a period of not more than three years beginning with the relevant Appropriation Date;
		Free Shares means Shares which are, or are to be, appropriated to a Participant without payment under Appendix 1 to Schedule 1 of this Plan or, if the context so requires, any New Shares issued or otherwise representing such Shares;
		Group means the Company and the Subsidiaries and member of the Group shall be construed accordingly;
	HMRC means HM Revenue & Customs;
Paras 36, 61 and 67		Holding Period means:
Para 36(2)	(a)	such period as the Board may determine in respect of each appropriation of Free Shares or Matching Shares which may not be less than three years or more than five years beginning with the date on which the Shares are appropriated to the Participant (or such other period as may be permitted under paragraph 36(2) of Schedule 2 to the Act from time to time) and which must be the same for all Participants receiving that appropriation of Free Shares or Matching Shares; and
	(b)	in respect of Dividend Shares, three years beginning with the date referred to in Rule 11.6 (or such other period as may be permitted under paragraph 67 of Schedule 2 to the Act from time to time);

ITA means the Income Tax Act 2007;

ITTOIA means the Income Tax (Trading and Other Income) Act 2005;

Key Feature has the meaning given to that term by paragraph 84(6) of Schedule 2 to the Act;

London Stock Exchange means the London Stock Exchange plc or any successor body to it;

Market Value means in relation to a Share on any day:

(a) so long as the Shares are admitted to listing on the Official List of the Financial Conduct Authority and admitted to trading on the London Stock Exchange, (i) if the Trustees acquire Shares from a purchase made on the market on that date and appropriate Shares on the date purchased, the average price per Share at which the Trustees acquire Shares on that date and (ii) if the Trustees acquire and/or appropriate Shares other than as specified in (i), the lower of the two prices shown in the Daily Official List of the London Stock Exchange as the closing price of the Shares on that day plus one half of the difference between the two figures; or
(b) if at any time the Shares are not admitted to listing on the Official List of the Financial Conduct Authority and admitted to trading on the London Stock Exchange, the market value of a Share as determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed in advance with the HMRC Shares and Assets Valuation,
and, in either case, if the Shares are subject to any Restriction, as if they were not subject to any Restriction; Para 92(2)

Matching Shares means Shares which are or are to be appropriated to a Participant under Appendix 3 of Schedule 1 to this Plan in proportion to any Partnership Shares acquired on the Participant's behalf and complying with the provisions of paragraph 59 of Schedule 2 to the Act or, if the context so requires, any New Shares issued or otherwise representing such Shares;

New Shares has the meaning given by paragraph 87(7) of Schedule 2 to the Act;

Participant means any person to whom Free Shares or Matching Shares have been appropriated or on whose behalf Partnership Shares or Dividend Shares have been acquired or who has entered into a Partnership Share Agreement or, where the context so permits, their personal representatives;

Participating Company means:

(a) the Company;
(b) any other body corporate which is under the Control of the Company, is a Subsidiary of the Company, and with the approval of the Company, participates in the Plan and has executed a Deed of Adherence,

and, for the avoidance of doubt, shall not mean a jointly-owned company of the Company which is a constituent company in a different group plan as those terms are defined in paragraph 1 of Schedule 2 to the Act;

Para 92

Para 4

Para 59

Partnership Share Agreement means the contract required to be entered into pursuant to paragraph 44 of Schedule 2 to the Act in such form as may comply with the requirements of Schedule 2 to the Act from time to time;

Partnership Share Money has the meaning given by paragraph 45(2) of Schedule 2 to the Act;

Partnership Shares means the Shares which are, or are to be, acquired by the Trustees on behalf of Eligible Employees under Appendix 2 to Schedule 1 of this Plan or if the context so requires any New Shares issued or otherwise representing such Shares;

PAYE Regulations has the meaning given by section 684(8) of the Act;

Performance Period means the period as determined by the Board during which any performance target or performance measure applied to a Unit shall be assessed;

Plan means the Redde Northgate Share Incentive Plan, the rules of which are set out in Schedule 1 to this Deed;

Plan Period means such period as the Board may determine from time to time which may be an indefinite period subject to termination by the issue of a plan termination notice in respect of the Plan as mentioned in clause 17 of this Deed;

Plan Shares means any or all of any Free Shares, Matching Shares, Partnership Shares or Dividend Shares which are held by the Trustees upon the terms of the Plan on behalf of the Participants to whom they have been appropriated or on whose behalf they have been acquired or, if the context so requires, any New Shares issued or otherwise representing such Plan Shares; Para 99(1)

Qualifying Company means:

Para 17

Para 16

(a) a company that is a Participating Company at the end of any relevant Qualifying Period; or
(b) a company that was, when the individual was employed by it, a Participating Company; or
(c) a company that was, when the individual was employed by it, an Associated Company of:
(i) a company qualifying under (a) or (b) above, or
(ii) another company qualifying under this definition;

Qualifying Period means such period as the Board may from time to time determine but which:

(a) in relation to eligibility for the appropriation of Free Shares, shall not be more than 18 months ending on the relevant Appropriation Day;
(b) in relation to eligibility for the acquisition of Partnership Shares, shall not be more than 18 months ending with the deduction of monies from Salary to acquire Partnership Shares (where there is no Accumulation

Period) or six months ending with the start of the Accumulation Period relating to the Partnership Shares (where there is an Accumulation Period); and

(c) in relation to eligibility for the appropriation of Matching Shares, shall not be more than 18 months ending with the deduction of monies from Salary to acquire the Partnership Shares to which the Matching Shares relate (where there is no Accumulation Period) or six months ending with the start of the Accumulation Period relating to the Partnership Shares to which the Matching Shares relate (where there is an Accumulation Period),

provided that the Qualifying Period in relation to any appropriation of Free Shares or Matching Shares or any acquisition of Partnership Shares shall be the same for all employees of the Company and any Participating Companies but may be different in respect of different appropriations and acquisitions of such shares;

Reconstruction means a transaction affecting any Plan Shares as mentioned in paragraph 86 of Schedule 2 to the Act; Para 86

Relevant Employment means employment with the Company or any Associated Company;

Restriction means a restriction within the meaning given to that term by paragraph 99 of Schedule 2 to the Act;

Salary means: Para 43(4)

Para 95(2)

(a) in relation to an Eligible Employee who is within the scope of the charge to tax under Part 2 of the Act, such of the earnings of their employment by reference to which they are eligible to participate in the Plan:
(i) as are liable to be paid under deduction of tax under the PAYE Regulations, after deducting any amounts included by virtue of the Benefits Code; or
(ii) as would be liable to be so paid apart from the SIP Code, and
(b) in the case of an Eligible Employee who is not within the scope of the charge to tax under Part 2 of the Act, such of the earnings of the eligible employment as would have fallen within paragraph (a) or (b) above if the individual had been within the scope of that charge to tax;

Schedule 2 SIP has the meaning given to that term by paragraph 1 of Schedule 2 to the Act;

Share means a share in the capital of the Company which satisfies the conditions specified in Part 4 of Schedule 2 to the Act; Paras 25 to 33

SIP Code has the meaning given by Section 488(3) of the Act;

Subsidiary means, in relation to the Company, a subsidiary within the meaning given by Section 1159 of the Companies Act 2006;

Takeover means a transaction affecting any Plan Shares, as mentioned in paragraph 37 of Schedule 2 to the Act;

Trustees means the original trustees referred to in the Deed or such other person or persons who is or are the trustee or trustees from time to time of the Plan;

Unit means any individual or group of individuals, business unit, division, body corporate, or other person within the Company or any Participating Company to which the Board shall apply a performance target or performance measure; and

Year of Assessment has the meaning given by Section 989 of the ITA.

1.2 Interpretation. In these rules:

Para 37

(a) words and expressions not otherwise defined herein have the same meaning they have in the Act and the CTA 2010;
(b) unless the context otherwise requires, references to a person include any individual, firm, body corporate (wherever incorporated), government, state or agency of a state or any joint venture, association, partnership, works council or employee representative body (whether or not having separate legal personality); and
(c) unless the context otherwise requires, headings do not affect the interpretation of these rules; the singular shall include the plural and vice versa; and references to one gender include all genders.
1.3 Enactments: Except as otherwise expressly provided in these rules, any express reference to an enactment includes references to: (i) that enactment as amended, consolidated or re-enacted by or under any other enactment before or after the Adoption Date; (ii) any enactment which that enactment re-enacts (with or without modification); and (iii) any subordinate legislation (including regulations) made (before or after the Adoption Date) under that enactment, as amended, consolidated or re-enacted as described at (i) or (ii) above.

2. Trusts of the Free Shares and Matching Shares

2.1 Each Participating Company hereby covenants with the Trustees to pay to the Trustees, in accordance with and subject to the provisions of the Plan, the amounts due from it for the purpose of the acquisition of Free Shares or Matching Shares by the Trustees to be appropriated under the Plan to the Eligible Employees employed by it, together with any other amounts required to cover any costs, charges and expenses incurred in such acquisition and any other expenses and charges incurred by the Trustees in the establishment, operation and termination of the Plan.
2.2 Subject to the terms of this Deed, the Trustees hereby agree with each Participating Company to apply all monies received by them from Participating Companies under the Plan in the acquisition of Free Shares or Matching Shares and in paying their expenses, taxation and other liabilities, as the case may be, in accordance with the Rules of the Plan and to hold any Shares once appropriated and all other trust property so derived UPON TRUST for the Paras 71(1) and (2)

Participants respectively entitled to such Shares and trust property subject to the Rules of the Plan.

2.3 The Trustees shall, as soon as practicable after the acquisition of Free Shares or Matching Shares for the purposes of the Plan, appropriate the Shares so acquired to Eligible Employees in accordance with the Rules of the Plan. Para 71(2)(a)
2.4 If, in the case of any acquisition of Shares for the purpose of an appropriation under the Plan of Free Shares or Matching Shares, it is not possible to appropriate all the Shares so acquired the Trustees may either retain so many of the Shares as the Company shall direct, or as soon as practicable shall sell any Shares and may apply the proceeds of such sale to meet any expenses in which case they shall as soon as practicable pay to the Participating Companies such monies in so far as practicable in the same proportion as they were provided or as may otherwise be appropriate. Para 75
2.5 The Trustees shall, as soon as practicable after the appropriation of Free Shares or Matching Shares by them pursuant to the Plan, notify each Participant, in such form as may comply with the requirements of Schedule 2 to the Act, of the description and number of Shares so appropriated to such Participant, the date of the appropriation, the Appropriation Value of the Shares, the Holding Period applying to such Shares and the details of any Restrictions applying to such Shares. Para 75(2)

3. Trusts of the Partnership Shares

3.1 Subject as provided below, the Trustees agree with each Participating Company to hold all monies deducted from Participants' Salaries on behalf of such Participants in accordance with paragraph 2.6 of Appendix 2 to Schedule 1 to this Deed and to apply all such monies in the acquisition of Partnership Shares in accordance with the Rules of Plan and to hold any Partnership Shares once acquired and all other trust property so derived UPON TRUST for the Participants respectively entitled to such Partnership Shares and property subject to the Rules of the Plan. Para 71(2)(b)
3.2 If any monies deducted from Participants' Salaries on any occasion cannot be applied in the acquisition of Partnership Shares the Trustees may as the Company shall direct either retain so much of the surplus monies UPON TRUST for the Participants respectively entitled to such surplus monies subject to the Rules of the Plan or as soon as practicable shall pay to the Participants their respective entitlements to such surplus monies.
3.3 The Trustees shall as soon as practicable after the acquisition by them of the Partnership Shares pursuant to the Plan notify each Participant, in such form as may comply with the requirements of Schedule 2 of the Act, of the description and number of Partnership Shares so acquired on their behalf, the amount of monies deducted from their Salary and applied in acquiring the Partnership Shares, the Market Value of the Partnership Shares in accordance with which the number of Shares awarded to the Participant was determined and the detail of any Restrictions applying to such Shares.

4. Trusts of the Dividend Shares

4.1 Subject as provided below, the Trustees agree with each Participating Company, if directed by the Company in accordance with paragraph 62 of Schedule 2 to the Act, to apply some or all, as the Company may direct, of any cash dividends received by them in respect of Plan Shares in the acquisition of Dividend Shares and to hold any Dividend Shares once appropriated and all other trust property so derived UPON TRUST for the Participants respectively entitled to such Dividend Shares and property subject to the Rules of the Plan. Para 71(2)(c)
4.2 Subject as provided below, the Trustees agree with each Participating Company to use all reasonable endeavours to transfer to the Participants (or their respective nominee) as soon as reasonably practicable any Shares received by the Trustees in respect of Plan Shares deriving from a scrip dividend and all other trust property deriving from such dividend to which the Participants are respectively entitled, subject to the Rules of the Plan.
4.3 If any cash dividend received in respect of Plan Shares on any occasion cannot be applied in the acquisition of Dividend Shares by virtue of the circumstances mentioned in Rule 11.4 of Schedule 1, the Trustees may, as the Company shall direct, either retain so much of the surplus cash dividends UPON TRUST for the Participants respectively entitled to such surplus cash dividends subject to the Rules of the Plan or as soon as practicable pay to the Participants their respective entitlements to such monies.
4.4 The Trustees shall, as soon as reasonably practicable after the acquisition by them of Dividend Shares pursuant to the Plan (and in any event at not less than 12-monthly intervals), notify each Participant, in such form as may comply with the requirements of Schedule 2 to the Act, of the description and number of Dividend Shares appropriated to them, the Market Value of the Dividend Shares on the date referred to in Rule 11.5 of Schedule 1, the amount of any dividend which cannot be used to acquire a whole Share and which will be carried forward to be applied in the acquisition of Dividend Shares on another occasion in accordance with Rule 11.3 of Schedule 1 and the Holding Period applying to such Dividend Shares. Paras 65 and 75(4)

5. General trusts of the plan

5.1 The Company may enter into arrangements with the Trustees under which the Trustees may acquire Shares at any time prior to their allocation to Participants as Plan Shares.
5.2 If the Trustees become entitled in respect of any unappropriated or unallocated Shares to any rights to be allotted, or to subscribe for, further securities in the Company (other than an issue of capitalisation shares of the same class as Shares then held by the Trustees pending any appropriation or allocation as Free Shares, Matching Shares or Partnership Shares which capitalisation shares shall be retained by the Trustees and shall form part of the Free Shares, Matching Shares or Partnership Shares to be appropriated among the Participants on the relevant Appropriation Day), the Trustees may at their discretion take up those rights or sell them for the best consideration in money reasonably obtainable at

the time or sell sufficient of them nil paid to enable the Trustees to subscribe in full for the balance of any unsold rights, or allow them to lapse.

5.3 The Trustees shall stand possessed of any unappropriated or unallocated Shares or unutilised cash balances arising under clauses 2.4, 5.1 or 5.2 above and any resultant income on trust to apply the same in or towards the future subscription or purchase of Shares for the purposes of the Plan and/or the Trustees' expenses of administering the same, and shall notify the Company from time to time of the amounts and number of Shares so held by them and their application.
5.4 If any foreign cash dividend is received in respect of Plan Shares held on behalf of a Participant, the Trustees shall give such Participant notice of the amount of any foreign tax deducted from the dividend before it was paid. Para 75(5)

6. Investment and borrowing powers Para 78

Para 76

6.1 The Trustees may invest any monies from time to time held by them (excluding Partnership Share Money and cash dividends in respect of the Plan Shares) and not immediately required in such manner as they may choose to the extent that the Trustees shall have the same full and unrestricted powers of investing and transposing investments and laying out moneys in all respects as if they were the absolute beneficial owner.
6.2 The Trustees shall be under no duty to invest or invest at interest any Trust property. Any Trustee which is a bank or building society shall, notwithstanding any benefit which may accrue to it as a result, itself be entitled to hold Partnership Share Money in a designated account in its capacity as a bank or building society and not be obliged to account for any resultant profit.
6.3 The Trustees shall have power to borrow moneys or otherwise receive credit from any person, corporation or company for any purpose (including, without prejudice to the generality of the foregoing, for the purposes of making investments) on such terms (including, but not limited to, terms as to payment of interest (if any) and repayment) as the Trustees shall in their absolute discretion think fit and whether on the security of any property held by the Trustees upon the trusts pursuant to this Deed or on personal security only or without security or on a guarantee from the Company and the Trustees may provide for repayment of such monies or credit or payment of costs associated with such borrowings out of the capital or income of any Trust property as the Trustees may decide, provided always that no security shall be granted over or repayment made from Plan Shares or other property held on trust for Participants.

7. Receipts by the Trustees

7.1 Subject to Rules 11 and 12 of Schedule 1 (reinvestment of cash dividends and scrip dividends) and the Trustees' powers under Rule 14 of Schedule 1 (Disposals and Payments) and the Trustees' obligations under Sections 510 to 514 of the Act, the Trustees shall, as soon as practicable following their receipt of any dividend or other money or money's worth in respect of Plan Shares (other than money's worth consisting of New Shares), account for and pay such dividend or other money or money's worth to Participants in accordance with Para 74

their respective entitlements. The Trustees may retain such income received in respect of Plan Shares which have not been allocated to Participants upon the trusts pursuant to this Deed.

7.2 Upon receipt of a sum of money being (or being part of) a capital receipt in respect of any Plan Shares, the Trustees shall comply with the provisions of Sections 513(1) to 513(4) of the Act. Section 513(1) to (4)
7.3 Any Participating Company to which the Trustees pay or account for any part of any such sum as is referred to in clause 7.2 shall (subject to compliance with the Act) forthwith account to the Participant for the balance remaining in its hands.

8. Disposal and retention of Plan Shares

Para 72(1)
8.1 Subject to clause 8.2 below and Rule 14 of Schedule 1, the Trustees are under an obligation:
- (a) to dispose of a Participant's Plan Shares; and
- (b) to deal with any right conferred in respect of any of the Participant's Plan Shares to be allotted other shares, securities or rights of any description,

only in accordance with a direction of that Participant or on behalf of that Participant.

8.2 During the relevant Holding Period, the Trustees shall not dispose of any Free Shares, Matching Shares or Dividend Shares held for a Participant (whether by transfer to the Participant or otherwise) except: Para 73
(a) in accordance with a direction of that Participant (or their personal representatives) in the event of a Reconstruction or Takeover affecting such Shares; or
(b) in accordance with Rule 8 of Schedule 1 (Rights Issues); or
(c) in accordance with Rule 14 of Schedule 1 (Disposals and Payments); or
(d) pursuant to Rule 15 of Schedule 1 (Withdrawal of Shares from the Plan on Cessation of Relevant Employment); or
(e) in accordance with paragraph 90(5) of Schedule 2 to the Act (termination of Plan, early removal with consent of the Participant).

9. Application of Plan to Subsidiaries, etc. Para 73(2)

9.1 The Plan may, with the consent of the Board, be extended to any Subsidiary which is under the Control of the Company and not a party to this Deed by a Deed of Adherence in the form of Schedule 2 which, once executed and delivered, shall apply the provisions of the Plan to that company as though it were a party to this Deed.
9.2 The Plan shall cease to apply to any company, other than the Company, at any time when:

1146

(a) that company ceases to be a Subsidiary or under the Control of the Company; or
(b) a notice is served by the Company upon the Trustees that the Plan shall not apply to that company.
9.3 A company which is or has been a Participating Company shall provide the Trustees with all information required from it for the purposes of the administration and termination of the Plan and shall do so in such form as the Trustees shall reasonably require and the Trustees shall in good faith rely on such information without further enquiry.
9.4 If and so long as the Plan applies to any Participating Company, the powers and discretions exercisable by that company in relation to the Plan shall be exercisable by resolution of its board of directors or a duly authorised committee of such board, and a minute of any such resolution signed by the secretary or a director of that company shall be sufficient authority for the Trustees to act.

10. Voting rights and directions

10.1 If and so long as Plan Shares held under the Plan are registered in the names of the Trustees, the Trustees may, but shall not be obliged in respect of any matter upon which at a general meeting of the Company or at any class meeting they are entitled to exercise any voting rights attaching to such Plan Shares, invite the relevant Participants to direct them as to such exercise. The Trustees shall not be obliged to attend any particular meeting and may exercise the voting rights either personally or by proxy. The Trustees shall not be entitled in respect of Plan Shares held on behalf of such Participants to vote on a show of hands unless all directions received from those Participants who have given directions in respect of the particular resolution are identical, and shall not in any circumstances be under an obligation to call for a poll. In the event of any poll the Trustees shall vote only in accordance with the directions of Participants who have given such directions and shall not exercise voting rights in respect of Plan Shares where no directions have been received from Participants in relation to those Plan Shares.
10.2 The Trustees may not vote in respect of Shares which are not Plan Shares; Plan Shares where no directions have been received; unallocated or unappropriated Shares; or any Shares held under the Plan which are not registered in their name.
10.3 Where Shares held under the Plan are registered in the name of a nominee for the Trustees, the Trustees shall arrange for the directions of Participants received by them to be carried out by the nominee.
10.4 The Trustees shall deal only pursuant to a direction (which direction may be of general or specific application) given by or on behalf of the Participant or any person in whom the beneficial interest in that Participant's Shares is for the time being vested with any right conferred in respect of any of those Shares to be allotted other shares, securities or rights of any description.

11. Trustees' powers of delegation

11.1 The Trustees, in the exercise of their discretions and the performance of their duties under this Deed, may engage and pay the reasonable costs of any of a registrar, solicitor, broker, actuary, accountant, banker or any other person, and may appoint any such person as their agent to transact all or any business, and may act on the advice or opinion of any solicitor, broker, actuary, accountant or other professional or business person, and shall not be responsible for anything done or omitted or suffered in good faith in reliance on such advice or opinion.
11.2 Except as otherwise provided by Schedule 2 to the Act, the Trustees may delegate any of their powers and duties under this Deed or any business including the exercise of any discretion to any person or company including the Company or any Subsidiary.
11.3 The Trustees may at any time, and shall if so directed by the Company, revoke any delegation or arrangement made under this clause and/or require any trust property held by another person to be returned to the Trustees.
11.4 The Trustees may execute and authorise any of their directors, officers or employees on their behalf to execute any deeds, documents, cheques or other instruments by the impression of any signature on behalf of, or as witness of any sealing by, the Trustees of any writing, printing, lithography, photocopying and other modes of representing or reproducing words in a visible form.
11.5 The Trustees may at any time cause any part of the trust property to be deposited for safekeeping with any person on behalf of the Trustees and may pay any expenses in connection therewith.
11.6 The Trustees may allow any Plan Shares to be registered in the name of an appointed nominee, provided that such Plan Shares shall be registered in a designated account. Such registration shall not divest the Trustees of their responsibilities under this Deed or Schedule 2 to the Act.

12. Administration

12.1 Subject to and in accordance with the provisions of this Deed, the Trustees may convene meetings and make such regulations as they consider appropriate relating to the administration of the Plan.
12.2 The Trustees shall maintain all such records as are necessary for the purpose of enabling the Trustees and each employer company (as defined in Section 513 of the Act) to make and account to HMRC for any PAYE deduction required in accordance with Sections 509 to 514 of the Act. Para 80(1)
12.3 Where a Participant becomes liable to income tax under the Act or Chapters 3 and 4 of Part 4 of ITTOIA by reason of the occurrence of any event the Trustees shall inform the Participant of any facts relevant to determining that liability. Para 80(3)
12.4 The Trustees shall account to HMRC or other authority concerned for any amounts of income tax or other deductions required to be made including, but not limited to, in accordance with Sections 510 to 512 of the Act.
12.5 The Trustees shall provide any information which they are required by notice to provide to HMRC under paragraph 93 of Schedule 2 to the Act within such time as such notice shall specify.
12.6 The Trustees shall maintain records of Participants who have participated in one or more other Associated Plans established by the Company or a Connected Company in accordance with paragraph 71A of Schedule 2 to the Act.

13. Trustees' indemnities and charges

13.1 The Participating Companies covenant with the Trustees that they shall keep the Trustees (and any officer or employee of a body corporate acting as a Trustee) and their successors in title, estates and effects (each an Indemnified Person) fully indemnified against all actions, claims, losses, demands, proceedings, charges, expenses, costs, damages, taxes, duties and other liabilities whatsoever arising out of or in connection with the Plan, but so that no Indemnified Person shall be indemnified or exonerated in respect of any fraud or wilful default on their or their agent's part or (in the case of a Trustee engaged in the business of providing a trustee service for a fee) their or their agent's negligence. In addition the Trustees shall have the benefit of all indemnities conferred upon trustees generally by law and by the Trustee Act 2000.
13.2 In the professed execution of the trusts and powers contained in this Deed, neither the Trustees (nor, in the case of a body corporate or a trust corporation acting as a Trustee, any officer or employee of such Trustee) shall be liable for any loss arising by reason of the fraud, negligence or wilful default of any agent employed by them in the absence of fraud, negligence or wilful default on the part of the Trustees (or, in the case of a body corporate or a trust corporation acting as a Trustee, any officer or employee of such Trustee).
13.3 Neither the Trustees nor any of their officers or employees shall be liable to account to Participants for any remuneration or other benefit received in connection with the Plan and no Trustee or officer or employee of the Trustees shall be liable to account to other Participants for any profit derived from the appropriation to them of Shares held under the Plan or the acquisition of Partnership Shares.
13.4 Any person acting as a Trustee in the course of any profession or business carried on by them may charge and be paid such reasonable remuneration, charges or disbursements, whether in connection with the Plan or otherwise, as shall from time to time be agreed between them and the Company.
13.5 Any Trustee (and any officer or employee of a body corporate or a trust corporation acting as a Trustee) shall not on their own account be precluded from acquiring, holding or dealing with any debentures, debenture stock, shares or securities whatsoever of the Company or any Subsidiary or any other company in the shares of which the Company or any Subsidiary may be interested, or from entering into any contract or other transaction with the Company or any Subsidiary or any such other company, or from being interested in any such contract or transaction, and nor shall they be in any way liable to account to the Company or any Subsidiary or any Participant for any profits made, fees, commissions, shares of brokerage, discounts allowed or

advantages obtained by them from or in connection with such acquisition, holding, dealing, contract or transaction whether or not in connection with their duties under this Deed.

13.6 The Trustees shall be entitled, in the absence of manifest error, to rely without further enquiry on information supplied to them by any Participating Company for the purposes of the Plan and shall also be entitled to rely, in the absence of manifest error, on any direction, notice or document purporting to be given or executed by or with the authority of any Participating Company or by any Participant as having been so given or executed.

14. Appointment and retirement of Trustees

14.1 The Company may, in its absolute discretion, by writing under hand of a person duly authorised by a resolution of the Board:
(a) appoint a new or additional Trustee, including a corporate Trustee; and
(b) remove a Trustee from office (but not so as to leave in office fewer than two Trustees, unless the remaining Trustee would be a corporate Trustee), without assigning any reason for such removal and such removal shall (in the absence of any later date specified in the notice) take place one calendar month after the date that written notice of such removal is delivered to the Trustees.
14.2 The powers of appointment and removal shall be vested in the Trustees in the event that the Company ceases to exist otherwise than in consequence of a Reconstruction or Takeover when the successor company (or, if more than one, such successor companies as the Company shall nominate) shall have such powers.
14.3 A Trustee may retire by giving to the Company written notice of their desire to retire and such notice shall take effect at the expiry of three months (or such other period as may be agreed with the Company) from the date of such notice. The retiring Trustee shall not be obliged to give any reason for and shall not be responsible for any costs occasioned by such retirement but shall execute all such documents and do all such things as may be reasonably required to give proper effect to such retirement.
14.4 If the retiring Trustee is a sole corporate trustee, the Trustee may appoint a successor as a Trustee if the Company does not itself do so before the date of such retirement. The Trustee shall not be responsible for any costs arising as a result of its retirement but will do all things necessary to give proper effect to its retirement.
14.5 Immediately upon their removal or retirement a Trustee shall transfer all trust property held by them and deliver all documents in their possession relating to the Plan as the Company may direct and authorises the continuing Trustees, in the absence of such transfer, to effect such transfer on their behalf.
14.6 A person shall not be disqualified from acting as a Trustee or an officer or employee of a Trustee of the Plan because they are or were an officer or employee of a Participating Company or are or were a Participant.

15. Residence of the Trustees

Para 71

The Trustees shall at all times be resident in England and Wales for United Kingdom tax purposes.

16. Alterations

16.1 The Board may at a time when the Plan (including this Deed) is a Schedule 2 SIP and if such status is to be maintained alter or add to the Plan (including this Deed and the Schedules to it) as may be necessary in order to obtain such status.
16.2 The Board may by written resolution alter or add to any of the provisions of the Plan (including this Deed and the Schedules to it) in such manner as may be thought fit (and such alterations or additions shall be binding on the Trustees and all Participating Companies and Participants) provided that no such purported alteration or addition shall be effective:
(a) if and so long as the Plan is desired to be a Schedule 2 SIP, where the alteration or addition is to a Key Feature of the Plan or to the terms of this Deed, if such alteration or addition would mean that the requirements of Schedule 2 to the Act would no longer be met in relation to the Plan, and such alteration or addition will be notified to HMRC in accordance with paragraph 81B of Schedule 2 to the Act;
- (b) where the alteration or addition is to the advantage of existing or future Participants, without prior shareholder approval where such alteration or addition relates to:
- (i) the persons to whom or for the benefit of whom Shares may be appropriated or acquired under the Plan;
- (ii) the limitations on the number of Shares to be appropriated to Participants or acquired on their behalf and to be made available under the Plan (but so that they may be adjusted as provided in this Deed);
- (iii) the determination of the price at which the Trustees are to subscribe for Shares;
- (iv) the voting, dividend, transfer and other rights attaching to Shares;
- (v) the rights of Participants on the winding-up of the Company; or
- (vi) the terms of this clause 16.2(b),

provided that the Board may alter or add to the Plan without prior shareholder approval if the alteration or addition is a minor alteration or addition to benefit the administration of the Scheme, to take account of any change in legislation or to maintain or obtain favourable tax, exchange or regulatory treatment of any Shares or of any Participant or Participating Company but not so as to alter the basic structure of the Plan or the limits in Rule 3.1 of the rules of the Plan as set out in Schedule 1 to this Deed;

Para 84(1)(b)

(c) where the alteration or addition would adversely affect any right already acquired by the Participant, without the prior written consent of each Participant (other than in a case where the alteration or addition is made as a result of a change in the law);
(d) where the alteration or addition would cause the Plan to cease to be an Employees' Share Scheme;
(e) where the alteration or addition would adversely affect the provisions of this Deed for the protection and indemnity of the Trustees (without the prior written consent of the Trustees); or
(f) where the alteration or addition would offend the rule against perpetuities.
16.3 Written notice of any alteration or addition made in accordance with clause 16.2 shall be given to the Trustees and all Participants affected by such alteration or addition.
16.4 Notwithstanding any other provision of the Plan, the Board may establish plans associated with the Plan (but not formally part of the Plan or being a Schedule 2 SIP) for the purpose of appropriating Shares in a manner that is broadly comparable with a Schedule 2 SIP to any employee of a Participating Company who is or may become primarily liable to tax outside the United Kingdom on their remuneration, subject to such modifications as may be necessary or desirable to take account of any applicable tax, exchange control or securities laws.

17. Termination of Plan

17.1 No appropriation of Shares under the Plan may be made later than:
(a) ten years after the date on which the Plan is established without the approval of the Company in general meeting; or
(b) later than seventy-four years after the date of this Deed or the earlier termination of the Plan by the Board or the Company in general meeting or pursuant to a plan termination notice issued in respect of the Plan pursuant to paragraph 89 of Schedule 2 to the Act, and the perpetuity period applicable to this Deed shall be one hundred and twentyfive years.
17.2 Any assets of the trust shall be paid to Participating Companies or if relevant to Participants so far as practicable in proportion to the total amounts provided by each of them to the Trustees.

18. Governing law

18.1 This Deed and any non-contractual obligations arising out of or in connection with this Deed shall be governed by, and interpreted in accordance with, English law.
18.2 The English courts shall have exclusive jurisdiction in relation to all disputes (including claims for set-off and counterclaims) arising out of or in connection

with this Deed including, without limitation disputes arising out of or in connection with: (i) the creation, validity, effect, interpretation, performance or non-performance of, or the legal relationships established by, this Deed; and (ii) any non-contractual obligations arising out of or in connection with this Deed. For such purposes each party irrevocably submits to the jurisdiction of the English courts and waives any objection to the exercise of such jurisdiction.

18.3 The Trustees irrevocably consent to service of process or any other documents in connection with proceedings in any court by telecopy, personal service, delivery at any address specified in this Deed or any other usual address, mail or in any other manner permitted by English law, the law of the place of service or the law of the jurisdiction where proceedings are instituted.

19. Construction of this Deed

The Schedules and Appendices to this Deed shall be treated as part of this Deed.

20. Counterparts

This Deed may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Deed by e-mail attachment or telecopy shall be an effective mode of delivery.

IN WITNESS whereof this Deed has been executed and delivered by the parties on the date stated at its head.

EXECUTED and DELIVERED ) as a DEED by ) REDDE NORTHGATE PLC acting by ) two directors / a director ) and the secretary: )

Director Signature: ..................................

Director Name: ........................................

.............................................

Director / Secretary Signature:

Director / Secretary Name:

.............................................

EXECUTED and DELIVERED	)
as a DEED by	)
EQUINITI SHARE PLAN	)
TRUSTEES LIMITED	)
acting by	)
a director and an authorised signatory:	)

Director Signature: ..................................

Director Name: ........................................

.............................................

Authorised Signatory Signature:

Authorised Signatory Name:

.............................................

Authorised Signatory Position (Director / Secretary):

.............................................

Schedule 1 The Rules of the Redde Northgate Share Incentive Plan

1. Operation of the Plan

1.1 The Board may, at any time, in its absolute discretion decide that Free Shares may be appropriated to Eligible Employees and if it so determines the provisions of this Schedule 1 and of Appendix 1 to this Schedule 1 shall apply. The Board may determine that the availability and number of Free Shares to be appropriated in respect of that Plan Period shall be conditional upon specified performance targets and/or performance measures being met or satisfied. Para 3(2)
1.2 The Board may, at any time, in its absolute discretion determine in respect of any Plan Period whether it shall arrange for Partnership Shares to be acquired on behalf of Eligible Employees out of deductions from their pay and if it so determines the provisions of this Schedule 1 and of Appendix 2 to this Schedule 1 shall apply. The Board may determine that Partnership Shares to be acquired in respect of that Plan Period shall be acquired at the end of an Accumulation Period or after each deduction from a Participant's Salary. The Board may determine that any Accumulation Period shall come to an end on the occurrence of a specified event. Paras 51(1) and (3)
1.3 Whenever the Board determines that Partnership Shares may be acquired on behalf of Eligible Employees it may in its absolute discretion determine whether it shall offer an appropriation of Matching Shares in proportion to any Partnership Shares so acquired and if it so determines the provisions of this Schedule 1 and of Appendix 3 to this Schedule 1 shall apply. The Board shall determine in respect of each acquisition of Partnership Shares the ratio of Matching Shares to Partnership Shares which shall be offered.
1.4 This Plan is intended to be a Schedule 2 SIP for the purposes of the Act and the Plan and any Free Shares, Partnership Shares, Matching Shares or Dividend Shares granted under it shall be interpreted, operated and administered in a manner that is consistent with that intention and in the case of conflict between the Plan and the provisions of sections 488 to 515 and Schedule 2 to the Act (the legislation), the legislation shall prevail and, notwithstanding any other provision of the Plan to the contrary, the Board, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend the Plan and any Free Shares, Partnership Shares, Matching Shares or Dividend Shares granted under the Plan so that the Plan may be treated as a Schedule 2 SIP.

2. Eligibility

2.1 If an individual participates in an award of Shares under the Plan in any Year of Assessment in which they have already participated in an award of Shares under one or more other Associated Plans then: Paras 14(7) and
(a) the maximum annual amount of Free Shares which may be awarded to a Participant as set out in paragraph 4.2 of Appendix 1 to this Schedule 1;

18A

(b) the maximum deduction from Salary that may be made in respect of Partnership Shares as set out in paragraph 2.2 of Appendix 2 to this Schedule 1; and
(c) the limit on the amount of any cash dividend paid in respect of Plan Shares that may be reinvested as set out in Rule 11.2,

shall apply as if the Plan and the other plan or plans were a single plan.

2.2 An individual shall not be eligible to participate in an award of Free Shares, Partnership Shares or Matching Shares under the Plan at the same time as that individual participates in an award of shares under another Associated Plan. Paras 14(7) and 18(1)
2.3 Subject to the specific provisions of this Schedule 1 (including Appendices 1, 2 and 3 to this Schedule), the Trust Deed and Schedule 2 to the Act, every individual who is invited to participate in the Plan must be invited to participate on the same terms and those who do participate must actually participate on the same terms.

3. Limitations

Para 9(1)

3.1 Shares shall not be issued on any occasion for the purposes of the Plan to the extent that the result of that issue would be that the aggregate number of Shares issued on that occasion, when added to the number of Shares that:
(a) have been issued during the preceding 10 years under the Plan;
(b) could be issued pursuant to any subsisting rights, options or awards granted during the preceding ten years under any other Employees' Share Scheme established by the Company or any other company under the Company's Control;
(c) have been issued pursuant to any rights, options or awards granted during the preceding ten years under any other Employees' Share Scheme established by the Company or any other company under the Company's Control; and
(d) have been issued during the preceding ten years under any Associated Plan or other employee share incentive scheme established by the Company or any other company under the Company's Control,

would exceed 10 per cent. of the ordinary share capital of the Company for the time being in issue.

3.2 Reference in this rule 3 to the issue of Shares shall, for the avoidance of doubt, only include arrangements under which Shares are newly allotted and issued (but not transferred) and shall include Shares issued or transferred out of treasury.

4. Contributions to be made by Participating Companies

4.1 Contributions to be made by the Company and each Participating Company to the Trustees to support any acquisition of Free Shares or Matching Shares by

the Trustees for appropriation on any Appropriation Day shall be paid not later than the fifth Dealing Day immediately prior to the relevant Appropriation Day.

4.2 A Participating Company shall only contribute to the Trustees such sums as are required in connection with the acquisition of Shares by the Trustees for appropriation to Eligible Employees who are for the time being employees of that Participating Company.

5. Acquisition of Free Shares and Matching Shares

5.1 The Trustees, if so directed by the Board, shall on the relevant Appropriation Day (which day the Company shall notify to the Trustees in advance), acquire Shares for appropriation under the Plan on that Appropriation Day as Free Shares or Matching Shares by purchase on the London Stock Exchange or privately (provided that any private purchase made at a time when Shares are listed is made at a price not materially more or less than their Market Value on the date on which they are acquired).
5.2 The Trustees, if so directed by the Board, shall on the relevant Appropriation Day (which day the Company shall notify to the Trustees in advance) subscribe for Shares for appropriation under the Plan on that Appropriation Day as Free Shares or Matching Shares, and the price per Share at which the Trustees subscribe for Shares shall be either:
(a) the nominal value of a Share; or
(b) the Market Value of a Share.

6. Shares to be Appropriated or Acquired

6.1 Shares subscribed for by the Trustees (whether or not appropriated or acquired on behalf of Participants pursuant to the Plan) shall rank pari passu in all respects with the Shares then in issue except they will not rank for any rights attaching to Shares by reference to a record date preceding the date of issue.
6.2 If and so long as Shares are admitted to listing by the Financial Conduct Authority acting as the UK Listing Authority, the Company shall apply for a listing for any Shares issued pursuant to the Plan as soon as practicable after the allotment of those Shares.
6.3 If and so long as Shares are admitted to trading on the Official List of the London Stock Exchange, the Company shall apply for admission to trading of any Shares issued pursuant to the Plan as soon as practicable after the allotment of those Shares.

7. Circulars and Notices

The Company shall procure that Participants receive copies of all documents normally issued by the Company and sent to the holders of Shares.

8. Rights Issues

Paras 72 and 73

8.1 Whenever a company grants to the holders of any class of shares of which some are Plan Shares any rights to acquire other shares, securities or rights of any description in that company (a Rights Issue) each Participant shall be notified in writing by the Trustees of the rights relating to their Plan Shares and they may instruct the Trustees in writing to do one or more of the following:

(a) subject to the provision by them of any necessary funds, to take up all or any of the rights;
(b) to sell all or any of the rights nil paid;
(c) to allow all or any of the rights to lapse; or
(d) to sell rights nil paid to the extent necessary to enable the Trustees to subscribe in full for the balance of any unsold rights,

which instructions may be particular or of general application and relate to Plan Shares appropriated before and after the date of the relevant Rights Issue.

8.2 The Trustees shall act upon any such instruction received by them not less than five Dealing Days before the expiry of the period allowed for the exercise of any rights pursuant to the relevant Rights Issue. If any Participant has not prior to five Dealing Days before the expiry of the period allowed for the exercise of any such rights given instructions to the Trustees in relation to the exercise of their rights and provided any funds necessary for the purpose, the Trustees shall allow such rights to lapse. The Trustees shall deal with any capital receipt received in consequence of the non-exercise or sale of any rights in accordance with clause 7.2 of the Trust Deed.
8.3 Any shares, securities or rights taken up by the Trustees on behalf of any Participant under Rule 8 shall, subject to Rule 13 and to the provisions of paragraph 88 of Schedule 2 to the Act, form part of the Participant's Plan Shares and shall be deemed to have been appropriated at the same time as the Participant's Plan Shares to which they relate.
8.4 Nothing in this Rule 8 shall require the Trustees to act in any manner pursuant to which they would incur any liability unless indemnified to their satisfaction by the Participant against such liability.

9. Capitalisation Issues

Where a company allots any New Shares by way of capitalisation to the Trustees in respect of any Participant's Plan Shares, such New Shares shall to the extent applicable, be dealt with in accordance with Rule 10, and otherwise as capital receipt.

10. Reconstruction and Takeover

10.1 If there is a Reconstruction or Takeover affecting Plan Shares, the Participants shall be notified of such event and any Participant may give notice in writing to the Trustees instructing them on the action to be taken (and, where appropriate, Para 72

exercise any right to elect to receive any particular form of applicable consideration available) in respect of any of their Plan Shares.

10.2 If there is a Reconstruction or Takeover affecting Plan Shares, the applicable consideration received shall (so far as it consists of cash or securities which cannot be held under the Plan) be treated as the proceeds of a disposal under Rule 14 and (so far as it consists of New Shares) be held by the Trustees as Plan Shares subject to the Rules of the Plan mutatis mutandis as if the same were the Shares in respect of which they are issued, or which they otherwise represent.
10.3 In the event of any Plan Shares being compulsorily acquired under Sections 974 to 989 of the Companies Act 2006, or if under any scheme of arrangement sanctioned by the Court pursuant to Section 899 of the Companies Act 2006 Plan Shares are transferred to another company or cancelled for a consideration consisting of cash and/or securities or shares, the Participants concerned shall be entitled to receive notification of that event from the Trustees as soon as practicable after such acquisition, transfer or cancellation, and to give instructions to the Trustees in relation to such consideration, and the provisions of Rules 10.1, 10.2 and 13 shall apply mutatis mutandis so far as relevant.

11. Reinvestment of Cash Dividends

11.1 The Board may, from time to time, subject to Rule 11.2, direct the Trustees to apply some or all of any cash dividends paid in respect of Plan Shares held on behalf of a Participant in acquiring Dividend Shares to be held on behalf of the Participant. Alternatively, the Board may allow each Participant to direct the Trustees as to whether or not some or all of any cash dividends will be so applied subject to Rule 11.2. In acquiring Dividend Shares, all Participants shall be treated fairly and equally. The Company may cease and start the Dividend Reinvestment part of the Plan at any time. For the avoidance of doubt, Dividend Shares will not be subject to any terms for forfeiture. Paras 62,55(1) and 69
11.2 Any direction by the Board referred to in Rule 11.1 as to any limit on cash dividends that may be reinvested must set out:
- (a) the amount of the cash dividends to be applied in acquiring Dividend Shares to be held on behalf of the Participant; or
- (b) how the amount of cash dividends to be applied in acquiring Dividend Shares to be held on behalf of the Participant is to be determined.
11.3 The Trustees may retain and carry forward to be added to the amount of the next cash dividend to be reinvested the amount of any cash dividend which is insufficient to acquire a Dividend Share. If any amount is so retained, the Trustees shall hold the amount so as to be separately identifiable for the purposes of Rule 11.4. Para 68(1) to (3)
11.4 The Trustees shall as soon as practicable pay to the Participant any amount retained in accordance with Rule 11.3 if: Para 68(4) to (6)
(a) the Participant ceases to be in Relevant Employment; or
(b) a termination notice is issued in respect of the Plan pursuant to paragraph 89 of Schedule 2 to the Act.
11.5 The Trustees shall apply any cash dividend in acquiring Dividend Shares (whether by the subscription of unissued Shares or the purchase of existing Shares (in the market or privately)) on a date set by the Trustees in relation to the acquisition of Dividend Shares which shall be within 30 days of the date on which they receive the dividend. Paras 66(2) to (4)
11.6 The Trustees may treat a cash dividend as applied in acquiring Dividend Shares if they appropriate Shares already held by them. Para 62
11.7 The number of Dividend Shares appropriated to a Participant on any occasion by the Trustees shall be such number as can be acquired at the Market Value of the Shares on the date referred to in Rule 11.5 above with the applicable amount of cash dividend received in respect of the Participant's Plan Shares on that occasion. Para 66(3)
11.8 Dividend Shares shall be held by the Trustees in accordance with clauses 4 and 8 of the Deed.
11.9 Any cash dividends that are not required to be reinvested, or which are in excess of any cash dividends applied in acquiring Dividend Shares following a direction under Rule 11.1, shall be paid to the Participant as soon as practicable after they are received by the Trustees. Paras 68(4) and 69

12. Scrip Dividends

12.1 This Rule applies where the holders of any class of shares of which some are Plan Shares are offered the right to elect to receive shares, credited as fully paid in whole or in part, in lieu of a cash dividend. Within five working days or such other period as the Trustees may decide before the closing of the offer, the Participant may:
(a) instruct the Trustees to elect to receive shares; or
(b) instruct the Trustees to elect to receive cash,

which instructions may be of particular or of general application and relate to Plan Shares appropriated before and after the relevant date of the scrip dividend. Any shares received by the Trustees on behalf of any Participant deriving from a scrip dividend shall not be Plan Shares and the Trustees shall use their reasonable endeavours to transfer such shares to the Participant (or their nominee) as soon as reasonably practicable, subject to the Rules of the Plan.

13. Fractional Entitlements

13.1 Where a company makes an offer or invitation conferring any rights upon its members to acquire against payment additional shares, securities or rights of any description in that company or where that company allots any new securities by way of capitalisation, the Trustees shall allocate such rights or securities amongst the Participants concerned on a proportionate basis and, if such allocation shall give rise to a fraction of such security or transferable unit (in this Rule 'unit'), the Trustees shall round such allocation down to the next whole unit and the Trustees shall aggregate the fractions not allocated and use their best endeavours to sell any rights or units which are not allocated and distribute the net proceeds of sale (after deducting from those proceeds any expenses of sale and any tax which may be payable in respect of such proceeds) proportionately among the Participants whose allocation was rounded down, provided that any sum of less than [£3] otherwise distributable to a particular Participant may be retained by the Trustees in accordance with clause 5.3 of the Trust Deed.

13.2 In any circumstances in which the Trustees receive New Shares which form part of a Participant's Plan Shares the Trustees shall allocate the New Shares to the Participant by reference to the relative times of appropriation of their Plan Shares to which they relate and, if any such allocation should give rise to a fraction of a New Share, the Trustees shall, subject to the Act, round such allocation up or down to the next whole unit as they in their discretion think fit.

14. Disposals and Payments

The Trustees may dispose of or acquire from a Participant all or any of that Participant's Plan Shares, or accept a sum from that Participant in order to enable the Trustees to pay the Employer Company an amount sufficient to enable the Employer Company to satisfy any obligation in respect of that Participant's Plan Shares in accordance with Sections 509 to 514 of the Act.

15. Withdrawal of Shares from the Plan on Cessation of Relevant Employment

15.1 Subject to any terms for forfeiture of a Participant's Free Shares or Matching Shares, if a Participant ceases to be in Relevant Employment, the Trustees may: Para 97(1)
(a) transfer to the Participant or any other person whom the Participant so directs all the Participant's Plan Shares held by them; or
(b) if the Participant so directs, dispose of all the Participant's Plan Shares held by them and account (or hold themselves, ready to account) for the proceeds of sale to the Participant or any other person whom the Participant so directs less any amounts deducted under Rule 14.
15.2 For the purposes of this Rule 15 a Participant shall not be treated as ceasing to be in Relevant Employment if they remain in the employment of the Company or any Associated Company. Para 55(3)

16. Transfer of Legal Title

The Trustees shall transfer the legal title to any Plan Shares into the name of the relevant Participant or to another person as soon as reasonably practicable after the Participant gives the Trustees any written direction to that effect in accordance with the rules of the Plan.

Para 79(1)

17. Stamp Duty

Any stamp duty or other expenses involved in any transfer of Shares by the Trustees shall be payable:

(a) in the case of a transfer into the name of the Participant concerned, by the Trustees (and reimbursed by the Company); and
(b) in any other case, by the transferee concerned.

18. Notices

18.1 The Trustees shall not be bound to act upon any instructions given by or on behalf of a Participant or any person in whom the beneficial interest in their Plan Shares is for the time being vested pursuant to the Plan unless such instructions are received by the Trustees from the relevant person.
18.2 Any notice, document or other communication which the Trustees are required or may desire to give to any Eligible Employee or Participant pursuant to the Plan shall be in writing and sufficiently given if delivered to them personally via electronic means or sent first class through the post pre-paid and addressed to the Eligible Employee or Participant at their address last known to the Trustees (including any address supplied by the relevant Participating Company or any Subsidiary as being their address) or if sent through the Company's internal postal service, and if so sent by post shall be deemed to have been duly given on the day following the date the notice is posted, and if sent through the Company's internal postal service shall be deemed to have been duly given three working days after the date of posting. Notices sent by electronic means shall be deemed to have been duly given on the day following the date the notice was sent. Any document so sent to a Participant shall be deemed to have been duly delivered notwithstanding that such Participant has died (and whether or not the Company or the Trustees have notice of their death) except where their personal representatives have established their title to the satisfaction of the Company or the Trustees and supplied to the Company or the Trustees an address to which documents are to be sent.
18.3 Any notice, document or other communication which an Eligible Employee or Participant is required or may desire to give to the Trustees pursuant to the Plan shall be in writing and sufficiently given if delivered to the Trustees via electronic means or sent first class through the post to the Trustees at an address as notified to an Eligible Employee or Participant, and if so sent by post shall be deemed to have been duly given on the day following the date the notice is posted. Notices sent by electronic means shall be deemed to have been duly given on the day following the date the notice was sent.
18.4 Any notice, document or other communication given to the Company, a Participating Company, the directors of the Company or the Trustees in connection with the Plan shall be given in writing by or on behalf of the Eligible Employee or Participant, or any person in whom the beneficial interest in their Shares is for the time being vested (as appropriate). Any such notice, document or other communication given in connection with this Plan shall be delivered by hand or sent by post, facsimile transmission or email but shall not in any event

be duly given unless and until it is actually received by such individual as may from time to time be nominated by the Trustees for the purposes of this Plan and whose name and address is notified to Eligible Employees or Participant.

19. Information

19.1 The Trustees shall maintain such records as may be necessary to comply with the Act, and shall at all times and from time to time give to each Participant such information as shall be in their possession to enable that Participant to determine and quantify any liability they may have to income tax under Part 2 of the Act.

20. Data processing

20.1 By participating in the Plan, the Participant's attention is drawn to the Company's data privacy notice, which sets out how the Participant's personal data will be used and shared by the Company and other Group Companies. The Company's data privacy notice does not form part of these Rules and may be updated from time to time.

21. Disputes

21.1 The decision of the Board in any dispute or question affecting any Eligible Employee or Participant under the Plan shall be final and conclusive.

22. Terms of Employment

22.1 This Plan does not form part of any Participant's contract of employment.
22.2 Participation in the Plan does not:
(a) confer upon any person any right to participate in the Plan at any time in the future either at all or on any particular basis;
(b) confer upon any person any right to continue in employment with any member of the Group; or
(c) restrict the right of any member of the Group to terminate the employment of any Participant without liability at any time with or without cause.
22.3 In no circumstances shall any person who has ceased to be an employee of the Company, any Subsidiary or any Associated Company (by reason of dismissal or otherwise) or who is under notice of termination of their employment be entitled to claim as against any Participating Company, Subsidiary, Associated Company or the Trustees any compensation for or in respect of any consequential loss they may suffer by reason of the operation of the terms of the Plan or of the provisions of the Act.
22.4 Any profits or gains made as a result of Shares acquired by a Participant under this Plan are not pensionable under any of the Group's pension arrangements.

Appendix 1 Free Shares

1.	Invitations to Participate in Appropriations of Free Shares
----	-------------------------------------------------------------

1.1 Whenever the Board resolves that Free Shares may be appropriated to Eligible Employees in accordance with Rule 1.1 of Schedule 1, the provisions of this Appendix 1 shall apply. Para 34
1.2 The Company shall issue an invitation in such form as may comply with the requirements of Schedule 2 to the Act (including by way of an opt-out process) to each Eligible Employee who has not previously become a Participant (and, if applicable, to each Eligible Employee who has, since Free Shares were last appropriated, revoked a notice previously served by them under paragraph 1.6) to consent to the appropriation of Free Shares under the Plan by returning the accompanying contract of participation in such form as may comply with the requirements of Schedule 2 to the Act duly completed by such date as shall be specified in the invitation (but in any event prior to the relevant Appropriation Day). Eligible Employees may be invited to participate in the Plan by means of a communication which is not delivered or sent to them personally but to which their attention is drawn by a notice or other communication which is delivered or sent to them individually.
1.3 The Company, shall in respect of each appropriation of Free Shares specify a Holding Period applicable to those Free Shares and any Dividend Shares which, once specified, may not be increased in respect of that appropriation. Para 36
1.4 The Company may in respect of each appropriation of Free Shares specify a Forfeiture Period applicable to those Free Shares which must be the same for all Free Shares appropriated to Eligible Employees on that occasion.
1.5 A contract of participation shall bind the relevant Eligible Employee in contract with the Company in consideration of the appropriation to such Eligible Employee of Free Shares: Para 36
(a) to permit all Free Shares appropriated to such Eligible Employee and any Dividend Shares to remain in the hands of the Trustees throughout the applicable Holding Period or, if earlier, until such Eligible Employee ceases to be in Relevant Employment; Para 36(5)
(b) not to assign, charge or otherwise dispose of their beneficial interest in any Free Shares or any Dividend Shares during the applicable Holding Period or, if earlier, until such Eligible Employee ceases to be in Relevant Employment; and Para36(5)
(c) if such Eligible Employee directs the Trustees to transfer the legal title of any Free Shares to such Eligible Employee or any other person at any time before the end of the period of five years beginning with the date on which the Free Shares are appropriated to such Eligible Employee, to agree to the Trustees disposing of any of that Eligible Employee's Shares in order to enable the Trustees to pay to the Employer Company an amount sufficient to enable the Employer Company to satisfy any Paras 36(4) and 79(1)

obligation to deduct PAYE in accordance with Sections 509 to 514 of the Act unless such Eligible Employee pays to the Trustees a sum equal to the amount of such obligation,

provided that no Participant by virtue of the signature of a contract of participation shall be precluded from directing the Trustees to dispose of their Free Shares in accordance with paragraph 37 of Schedule 2 to the Act in the event of a Reconstruction or a Takeover affecting their Free Shares. Para 37
1.6 An individual may by notice given to the Company before an Appropriation Day direct that Free Shares shall not be appropriated to that individual on that Appropriation Day or on each subsequent Appropriation Day. A notice given by an individual under this paragraph 1.6 may be revoked by that individual giving the Company a written notice of revocation.

2. Basis of Allocation of Free Shares

Paras 9(3)(a) and 15(2)(b)

Para 9(3)(c)

Para 39(3)

2.1 The Free Shares to be appropriated to Eligible Employees shall be appropriated to such Eligible Employees on the same terms in accordance with one or more of the following formulae to be determined in respect of each appropriation by the Board: Para 38
(a) Eligible Employees shall be appropriated Free Shares the number or value of which shall be determined by reference to their remuneration;
(b) Eligible Employees shall be appropriated Free Shares the number or value of which shall be determined by reference to their length of service with a Qualifying Company; Paras 9(3)(b) and 15(2)(b)
(c) Eligible Employees shall be appropriated Free Shares the number or value of which shall be determined by reference to the number of hours they work for a Qualifying Company;
- (d) Eligible Employees shall be appropriated a fixed number of Free Shares or a number of Free Shares with a Market Value equal to a fixed sum; or
(e) Eligible Employees shall, subject to the provisions of paragraph 6, be appropriated Free Shares the number or value of which shall be determined according to the achievement by the Unit in which the Eligible Employee works of performance targets and/or performance measures during a Performance Period which in the case of performance measures shall: Paras 38 and 39
(i) be based on business results or other objective criteria determined by the Board; and
(ii) be fair and objective measures of the performance of that Unit,
provided that where an appropriation of Free Shares is based upon more than one of the factors mentioned in paragraphs (a), (b) or (c) each factor shall give rise to a separate entitlement to Free Shares related to the level of remuneration, length of service or hours worked (as the case may be) and the total entitlements shall be the sum of those separate entitlements. Para 9

3. Performance Targets and Measures

3.1 Any appropriation of Free Shares which is made by reference to a performance measure or performance target pursuant to paragraph 2.1(e) must comply either with the requirements of paragraph 3.2 (Method One) or the requirements of paragraph 3.3 (Method Two). Para 34
3.2 The requirements of this paragraph 3.2 (Method One) are that: Para 41
(a) at least twenty per cent. (20%) of the Free Shares of any class appropriated to an Eligible Employee on any occasion shall be appropriated without reference to performance and in accordance with the requirements of paragraphs 9 and 41(3) and (4) of Schedule 2 to the Act (same terms);
(b) the Free Shares which are not appropriated in accordance with (a) shall be appropriated by reference to performance; and
(c) the greatest number of Free Shares appropriated to any Eligible Employee on any occasion by reference to performance shall not be more than four times greater than the greatest number of Free Shares of the same class appropriated to any Eligible Employee on that occasion by reference to factors which are not performance related.
3.3 The requirements of this paragraph 3.3 (Method Two) are that: Para 42
(a) some or all of the Free Shares must be appropriated by reference to performance;
(b) the appropriation of Free Shares to Eligible Employees within a Unit shall be in accordance with the requirements of paragraphs 9 and 42(4) of Schedule 2 to the Act (same terms); and
(c) the performance targets and measures must be set in accordance with the requirements of paragraph 42(3) of Schedule 2 to the Act (consistent targets).
3.4 An Eligible Employee may not be a member of more than one Unit in any Participating Company in respect of any Plan Period.
3.5 The Company must notify as soon as reasonably practicable:
- (a) each Eligible Employee to whom Free Shares may be appropriated in respect of a Performance Period of any performance targets and measures which will be used to determine the number or value of Free Shares appropriated to such Eligible Employee in respect of that Performance Period; and
- (b) all Eligible Employees of the Company and of any Participating Company in general terms of the performance measures to be used to determine the number or value of Free Shares to be appropriated to each individual,

Para 40

provided that in respect of paragraph (b) above the Company shall not be required to include in such notification any information which the Board reasonably considers would prejudice the confidentiality of commercially sensitive information.

4. Appropriation of Free Shares

4.1 An individual shall not be eligible to have an appropriation of Free Shares if at the date of such appropriation they are not an Eligible Employee. Paras 41(2) to (4)
4.2 The aggregate of the Appropriation Values of all Free Shares under the Plan and any other Associated Plan which may be allocated to any Participant in any Year of Assessment shall not exceed £3,600 or such other amount as may from time to time be permitted by Schedule 2 to the Act. Para 35
4.3 Any appropriation of Free Shares shall be made within 90 days of any relevant Announcement Date, save where the Board resolves to make an appropriation at a different time.
4.4 Where the Trustees appropriate Free Shares a proportion of which rank for any dividend or other distribution or other rights attaching to Shares by reference to a record date preceding the relevant Appropriation Day and a proportion of which do not, then the Free Shares to be appropriated to each Eligible Employee shall as far as practicable be in the same proportions.

5. Forfeiture of Free Shares

Paras 32, 96 and 97

5.1 Free Shares may be appropriated to a Participant on terms that the Participant shall cease to be beneficially entitled to such Free Shares if, within the specified Forfeiture Period applicable to that appropriation of Free Shares, that Participant:

(a) (i) directs the Trustees to transfer the Free Shares to that Participant or another person (otherwise then pursuant to a Reconstruction or Takeover);
(ii) assigns, charges or otherwise disposes of their beneficial interest in such Free Shares; or
(iii) directs the Trustees to dispose of the Free Shares and to account to that Participant or another person for the proceeds of sale; or
(b) ceases to be in Relevant Employment for any reason other than one mentioned in paragraph 5.2(i) to (vi) below.
5.2 The reasons referred to in paragraph 5.1(b) are: Para 95(2)

Section 498

(i) injury or disability;
(ii) redundancy within the meaning of the Employment Rights Act 1996 or the Employment Rights (Northern Ireland) Order 1996;
(iii) a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006;
(iv) a change of Control or other circumstances ending the Associated Company status of the company by which the Participant is employed;
(v) retirement; or
(vi) death.

6. Ceasing to be in Relevant Employment Para 95

6.1 For the purposes of this Appendix 1 a Participant shall not be treated as ceasing to be in Relevant Employment if they remain in the employment of the Company or any Associated Company.

Appendix 2 Partnership Shares

1. The Partnership Share Agreement

1.1 Whenever the Board resolves that Partnership Shares may be acquired on behalf of Eligible Employees out of deductions from their Salary in accordance with Rule 1.2 of Schedule 1, the provisions of this Appendix 2 shall apply.
1.2 The Company shall procure the issue to all Eligible Employees of an invitation and a Partnership Share Agreement (in such form as may comply with the requirements of Schedule 2 to the Act) by which the Company shall invite each Eligible Employee on the same terms to apply to acquire Partnership Shares by entering into and returning the Partnership Share Agreement duly completed by such date as shall be specified in the invitation. Eligible Employees may be invited to participate in the Plan by means of a communication which is not delivered or sent to them personally but to which their attention is drawn by a notice or other communication which is delivered or sent to them individually. Para 9 and 44
1.3 Under the Partnership Share Agreement the relevant Eligible Employee shall agree with the Company and the Trustees to allocate part of their Salary for the purchase of Partnership Shares and the Company shall agree to arrange the acquisition of Partnership Shares on behalf of the Eligible Employee in accordance with the rules of the Plan. Para 44(1)
1.4 Partnership Shares shall be acquired with monies deducted from an Eligible Employee's Salary at such intervals and in such amounts or percentages as shall be specified in the Partnership Share Agreement or such other intervals, amounts or percentages as may be agreed between the Company and the Eligible Employee from time to time but which shall be subject to the provisions of paragraphs 2 and 3 of this Appendix. Para 45
1.5 If the Board has determined that an Accumulation Period shall apply in respect of any acquisition of Partnership Shares and a Reconstruction occurs during that Accumulation Period which results in New Shares being issued or allocated in place of the Partnership Shares, the Partnership Share Agreement shall provide that if the Participant consents, it shall have effect after the Reconstruction as if it were an agreement for the purchase of shares which are New Shares. Para 51(5)
1.6 The Board may specify the maximum number of Partnership Shares which may be acquired on a Participant's behalf or in aggregate for all Participants on any occasion or in respect of any Accumulation Period. Para 53(1)
1.7 The Partnership Share Agreement shall contain an undertaking by the Company to notify an Eligible Employee of any restriction specified pursuant to paragraph 1.6 of this Appendix on the number of Shares which may be acquired which notification shall be given: Paras 53(3) to (4)
(a) if there is no Accumulation Period, before any deduction of monies is made from Salary; and
(b) if there is an Accumulation Period, before the beginning of the Accumulation Period relating to the Partnership Shares.
1.8 If pursuant to Rule 1.3 of Schedule 1 the Company determines in respect of any acquisition of Partnership Shares that Matching Shares shall be offered, the Partnership Share Agreement shall specify: Para 60(1)
(a) the ratio of Matching Shares to Partnership Shares offered by the Company; and
(b) the circumstances (if any) and manner in which the ratio may be changed by the Company before the related Partnership Shares are acquired.
1.9 The Company may not enter into a Partnership Share Agreement with an Eligible Employee unless the agreement contains a notice as required by paragraph 48 of Schedule 2 to the Act in the form prescribed by regulations containing information as to the possible effect of deductions on an employee's entitlement to social security benefits, statutory sick pay and statutory maternity pay. Para 48
1.10 The Board shall specify the Holding Period applicable to any Dividend Shares and the Partnership Share Agreement shall bind the relevant Eligible Employee in contract with the Company to permit any Dividend Shares to be held as described in paragraphs 1.5(a) and (b) of Appendix 1.
1.11 Partnership Shares shall not be subject to any provision for forfeiture. Para 43(2A)

2. Limits on Partnership Share Monies

2.1 The minimum amount which may be deducted from an Eligible Employee's Salary and whether a particular description of earnings is not to be regarded as forming part of an Eligible Employee's salary for this purpose shall be determined by the Board and specified in the Partnership Share Agreement and shall be the same for all Eligible Employees but shall not be greater than £10 (or such other minimum amount as may be prescribed from time to time by paragraph 47 of Schedule 2 to the Act) on any occasion (irrespective of the intervals at which the Eligible Employee is paid). Para 47
2.2 The maximum amount which may be deducted from an Eligible Employee's Salary under the Plan shall be determined by the Board and specified in the Partnership Share Agreement and shall be the same for all Eligible Employees but when aggregated with the maximum amount that may be deducted under any other Associated Plan shall not be greater than £1,800 (or such other maximum amount as may be prescribed from time to time by paragraph 47 of Schedule 2 to the Act) in any Year of Assessment. The maximum amount shall not exceed 10 per cent of the Eligible Employee's Salary in the Year of Assessment in which the deductions is made. Paras 46 and 53

In this paragraph 2.2 references to any percentage or amount shall be construed as references to any maximum percentage or amount (as the case may be) which may be permitted from time to time by paragraph 46 of Schedule 2 to the Act.

2.3 Any amount deducted from an Eligible Employee's Salary in excess of the limits referred to in paragraph 2.2 or such other lower limit as is specified in the Partnership Share Agreement shall be paid to the Eligible Employee as soon as practicable. Para 46(5)

2.4 For the avoidance of doubt, where an amount has been deducted from Salary and Shares have been acquired on behalf of the Eligible Employee, and the Eligible Employee thereafter ceases to hold Relevant Employment in the same Year of Assessment, if the amount deducted from Salary exceeds the limits referred to in paragraph 2.2 or such other lower limit as is specified in the Partnership Share Agreement for the Year of Assessment in which the Relevant Employment terminates then: Para 49(1)
(a) the Shares acquired with the amount deducted from an Eligible Employee's Salary in excess of the limits referred to in paragraph 2.2 (the Excess Partnership Shares) will not constitute Plan Shares;
(b) subject to paragraph 2.4(c), the Trustees may, if the Eligible Employee so directs, dispose of all of the Eligible Employee's Excess Partnership Shares held by them and account (or hold themselves ready to account) for the proceeds of sale to the Eligible Employee (or any other person the Eligible Employee so directs) or transfer to the Eligible Employee (or any other person whom the Eligible Employee so directs) all the Eligible Employee's Excess Partnership Shares;
(c) the Trustees may dispose of some of the Excess Partnership Shares or accept a sum from the Eligible Employee in order to enable such Eligible Employee to pay to the Employer Company an amount sufficient to enable the Employer Company to satisfy any income tax and national insurance contributions obligations.
2.5 Any money deducted from an Eligible Employee's Salary to acquire Partnership Shares shall, subject to paragraphs 2.3 and 3, be paid to the Trustees as soon as practicable and held by the Trustees on behalf of such Eligible Employee until it is applied by the Trustees in acquiring Partnership Shares on their behalf. Para 49(3)
2.6 The Trustees shall keep any money which they are required to hold pursuant to paragraph 2.5 in an account (which may or may not be interest bearing) with: Para 49(4)
(a) a person falling within Section 991(2)(b) of the ITA;
(b) a building society; or
(c) a firm falling within Section 991(2)(c) of the ITA.
2.7 If monies deducted from Salary and held on an Eligible Employee's behalf are held in an interest bearing account the Trustees must account to the Eligible Employee for that interest.

3. Acquisition of Partnership Shares

3.1 An individual shall not be eligible to have Partnership Shares acquired on their behalf unless: Paras 14(3) to (4)
(a) if there is no Accumulation Period, they are an Eligible Employee at the time the monies for that acquisition are deducted from their Salary; or
(b) if there is an Accumulation Period, they are an Eligible Employee at the time the monies for that acquisition are first deducted from their Salary.

Where no Accumulation Period Applies

3.2 If no Accumulation Period applies to any particular acquisition of Partnership Shares, the provisions of paragraphs 3.3, 3.4 and 3.5 shall apply.
3.3 Amounts deducted from Salary shall be applied in the acquisition of Partnership Shares on a date set by the Trustees in relation to the relevant award of Partnership Shares, which shall be within thirty days after the last date on which the amounts to be applied in acquiring the Partnership Shares are deducted from the Participant's Salary. Paras 50(1) and (4)
3.4 Subject to any scaling down pursuant to paragraph 3.12 below, the number of Partnership Shares acquired on behalf of a Participant shall be determined by reference to the Market Value of the Shares on the date referred to in paragraph 3.3 above. Paras 50(2) and (3)
3.5 If any monies deducted from a Participant's Salary cannot be applied in the acquisition of Partnership Shares, the surplus may, if the Partnership Share Agreement so provides, be carried forward and added to the amount of the next deduction from Salary and applied in the next acquisition of Partnership Shares, and otherwise shall be paid to the Participant as soon as practicable. Para 50(5)

Where an Accumulation Period applies

3.6 If an Accumulation Period applies to any particular acquisition of Partnership Shares the provisions of paragraphs 3.7 to 3.9 shall apply. Paras 52(2) and (5)
3.7 Amounts deducted from Salary shall be applied in the acquisition of Partnership Shares on a date set by the Trustees in relation to that acquisition of Partnership Shares, which shall be within thirty days after the end of the Accumulation Period relating to that acquisition of Partnership Shares.
3.8 Subject to any scaling down pursuant to paragraph 3.12 below, the number of Partnership Shares acquired on behalf of a Participant shall be determined in accordance, as the Board may decide, with paragraph 52(3), paragraph 52(3A) or paragraph 52(3B) of Schedule 2 to the Act by reference to: Paras 52(2A), (3), (3A), (3B) and (4)
(a) the Market Value of the Shares at the beginning of the Accumulation Period;
(b) the Market Value of the Shares on the date referred to in paragraph 3.7 above, or
(c) the lower of (a) and (b).

The Partnership Share Agreement shall specify which method of determination will apply and any determination under this paragraph 3.8 shall be in accordance with the terms of the relevant Partnership Share Agreement. Where a Partnership Share Agreement does not specify the valuation method, the number of Partnership Shares acquired on behalf of a Participant shall be determined by reference to paragraph 3.8(c) above.

3.9 If any monies deducted from a Participant's Salary during an Accumulation Period cannot be applied in the acquisition of Partnership Shares the surplus Para 52(6)

may, if the Partnership Share Agreement so provides, be carried forward and used in the next acquisition of Partnership Shares on behalf of that Participant, and otherwise shall be paid to the Participant as soon as practicable.

3.10 If a Participant ceases to be in Relevant Employment during an Accumulation Period, any monies deducted from their Salary during that period, shall be paid to the Participant as soon as practicable after they so cease. Para 52(7)
3.11 If the Partnership Share Agreement provides that an Accumulation Period comes to an end on the occurrence of a specified event, any monies deducted from a Participant's Salary during that period shall be paid to the Participant as soon as practicable. Para 52(8)

Scaling Down

3.12 If applications to acquire Partnership Shares would, if they were satisfied in full, result in any maximum specified pursuant to paragraph 1.6 above being exceeded, the number of Partnership Shares applied for by each Eligible Employee shall be reduced proportionately to the extent necessary to eliminate the excess and each application shall be treated as varied accordingly. Para 53(5)

4. Stopping and Restarting Deductions

4.1 A Participant may at any time by notice to the Company request that no further deductions be made from their Salary pursuant to a Partnership Share Agreement. The Company shall stop deductions within 30 days of the receipt of any such notice or on such later date as the Participant may specify in the notice. Para 54
4.2 A Participant may at any time give notice to the Company that they wish to restart deductions from their Salary. The Company must restart deductions under the Partnership Share Agreement not later than the date of the first deduction under the Partnership Share Agreement which is due more than 30 days after receipt of the Participant's notice to restart making deductions. If a Participant stops making deductions from Salary and then re-starts, they may not make up any missed deductions from Salary.
4.3 Where an Accumulation Period applies, a Participant may not give more than one notice to restart deductions in any one Accumulation Period.

5. Withdrawal from Plan

5.1 A Participant may at any time by notice to the Company withdraw from a Partnership Share Agreement in which case no further Partnership Shares shall be acquired on their behalf pursuant to that Partnership Share Agreement, no further deduction shall be made from their Salary and any monies held on their behalf to acquire Partnership Shares shall be paid to such Participant as soon as practicable. Unless a later date is specified in the notice, the notice shall be treated as taking effect 30 days after it is received by the Company. Para 55

6. Access to Partnership Shares

6.1 A Participant may at any time after Partnership Shares have been acquired on their behalf: Paras 57, 96 and 97

(a) direct the Trustees to transfer all or any of the Partnership Shares to that Participant or another person;
(b) assign, charge or otherwise dispose of their beneficial interest in all or any of the Partnership Shares; or
(c) direct the Trustees to dispose of all or any of the Partnership Shares and account to that Participant or another person for the proceeds of sale.

7. General

Para 56
7.1 If the Plan is not or ceases to be a Schedule 2 SIP by virtue of paragraph 81H or paragraph 81I of Schedule 2 to the Act, any monies held on a Participant's behalf to acquire Partnership Shares shall be paid to the Participant as soon as practicable after:
(a) in the case of paragraph 81H of Schedule 2 to the Act, the last day of the period in which notice of an appeal under paragraph 81K(2)(a) of Schedule 2 to the Act may be given, or if notice of such an appeal is given, the day on which the appeal is determined or withdrawn; or
(b) in the case of paragraph 81I of Schedule 2 to the Act, the last day in the period in which notice of appeal under paragraph 81K(3) of Schedule 2 to the Act may be given, or if notice of such an appeal is given, the day on which the appeal is determined.
7.2 If a plan termination notice is issued in respect of the Plan pursuant to paragraph 89 of Schedule 2 to the Act, any monies held on a Participant's behalf to acquire Partnership Shares shall be paid to the Participant as soon as practicable after the plan termination notice is notified to the Trustees.
7.3 Stamp duty chargeable on any instruments of transfer entered into pursuant to any acquisition of Partnership Shares and any other related costs of such acquisition shall be borne by the Company.

Appendix 3 Matching Shares

1. Appropriations of Matching Shares

1.1 Whenever the Board resolves that Matching Shares may be offered for appropriation to Eligible Employees in accordance with Rule 1.3 of Schedule 1, the provisions of this Appendix 3 shall apply.
1.2 The ratio of Matching Shares to Partnership Shares which shall be offered in respect of any acquisition of Partnership Shares shall be determined by the Board, offered to all Eligible Employees on the same terms and shall be specified in the Partnership Share Agreement governing the acquisition of the relevant Partnership Shares. The ratio shall not be greater than two Matching Shares for every one Partnership Share acquired or such other ratio as may be permitted from time to time by paragraph 60 of Schedule 2 to the Act. Para 60
1.3 The Company may determine that the ratio of Matching Shares to Partnership Shares may be altered by the Company in certain circumstances prior to the acquisition of the related Partnership Shares and if it does so, the Partnership Share Agreement shall specify the circumstances and the manner in which the ratio may be changed. Paras 60(1)(b) and 60(3)
1.4 The Company, shall, in respect of each appropriation of Matching Shares specify a Holding Period applicable to those Matching Shares which shall be stated in the Partnership Share Agreement relating to the Partnership Shares to which the Matching Shares relate and which, once specified, may not be increased in respect of that appropriation. Paras 36 and 61
1.5 The Company may in respect of each appropriation of Matching Shares specify a Forfeiture Period applicable to those Matching Shares which must be the same for all Matching Shares appropriated to Eligible Employees on that occasion.
1.6 The Partnership Share Agreement relating to the Partnership Shares to which the Matching Shares relate shall bind the relevant Eligible Employee in contract with the Company in consideration of the appropriation to such Eligible Employee of the Matching Shares: Paras 37 and 61
(a) to permit all Matching Shares appropriated to such Eligible Employee to remain in the hands of the Trustees throughout the applicable Holding Period or, if earlier, until such Eligible Employee ceases to be in Relevant Employment;
(b) not to assign, charge or otherwise dispose of such Eligible Employee's beneficial interest in any Matching Shares during the applicable Holding Period or, if earlier, until such Eligible Employee ceases to be in Relevant Employment; and
(c) if such Eligible Employee directs the Trustees to transfer the legal title of any Matching Shares to such Eligible Employee or any other person at any time before the end of the applicable Holding Period and any applicable Forfeiture Period has ceased, to agree to the Trustees disposing of any of a Participant's Shares in order to enable the Trustees

				to pay to the Employer Company an amount sufficient to enable the Employer Company to satisfy any obligation in accordance with Sections 509 to 514 of the Act unless such Eligible Employee pays to the Trustees a sum equal to the amount of such obligation,
			Matching Shares.	provided that no Participant by virtue of the signature or execution of a contract of participation shall be precluded from directing the Trustees to dispose of their Matching Shares in the event of a Reconstruction or a Takeover affecting their
Paras 14(5) and (6)	1.7		Shares unless:	An individual shall not be eligible to have an appropriation of Matching
		(a)		if there is no Accumulation Period, they are an Eligible Employee at the time the monies for the acquisition of the Partnership Shares to which the Matching Shares relate are deducted from their Salary; or
		(b)		if there is an Accumulation Period, they are an Eligible Employee at the time the first deduction for the acquisition of the Partnership Shares to which the Matching Shares relate is made from their Salary.
Para 59(1)(b)	1.8			Matching Shares shall be appropriated to a Participant on the same date as the Partnership Shares to which they relate are acquired on behalf of the Participant unless the Partnership Shares on that day are not sufficient to produce a Matching Share in which case the Matching Shares shall be appropriated when sufficient Partnership Shares have been acquired to allow at least one Matching Share to be appropriated.
Para 59(1)(c)	1.9		the same basis.	Matching Shares appropriated on a day shall be appropriated to all Participants on whose behalf Partnership Shares have been acquired on that day on exactly
Para 60(2)	1.10			The number of Matching Shares to be appropriated to a Participant on any day shall be proportional to the number of Partnership Shares acquired on their behalf on that day and shall not exceed a ratio of two Matching Shares for every one Partnership Share.
	2.			Forfeiture of Matching Shares
Paras 32(1), 96, 97 and 99	2.1		The Board may decide that Matching Shares will be appropriated to a Participant on terms that the Participant shall cease to be beneficially entitled to such Matching Shares if within the Forfeiture Period applicable to those Matching Shares that Participant:
		(a)	(i)	directs the Trustees to transfer the Partnership Shares to which the Matching Shares relate to that Participant or another person;
			(ii)	assigns, charges or otherwise disposes of their beneficial interest in the Partnership Shares to which the Matching Shares relate; or
			(iii)	directs the Trustees to dispose of the Partnership Shares to which the Matching Shares relate and to account to that Participant or another person for the proceeds of sale;

(b) (i) directs the Trustees to transfer the Matching Shares to that Participant or another person;
(ii) assigns, charges or otherwise disposes of their beneficial interest in the Matching Shares;
(iii) directs the Trustees to sell the Matching Shares and to account to that Participant or another person for the proceeds of sale; or
(c) ceases to be in Relevant Employment for any reason other than one mentioned in paragraphs 5.2(i) to (vi) of Appendix 1.

3. Ceasing to be in Relevant Employment Paras 32(3) and (4)

3.1 For the purposes of this Appendix 3, a Participant shall not be treated as ceasing to be in Relevant Employment if they remain in the employment of the Company or any Associated Company. Para 95

Schedule 2 Deed of Adherence

THIS DEED is made this day of [] 20[]

BETWEEN

REDDE NORTHGATE PLC whose registered office is Northgate Centre, Lingfield Way, Darlington, DL1 4PZ (the Company);

EQUINITI SHARE PLAN TRUSTEES LIMITED whose registered office is at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA (the Trustees); and

[NEW SUBSIDIARY] whose registered office is at [address],

and is supplemental to a Trust Deed (the Trust Deed) of the Redde Northgate Share Incentive Plan (the Plan) executed by the Company and the Trustees on [date].

WHEREAS:

[New Subsidiary] wishes to become a Participating Company and to invite its Eligible Employees to participate in the Plan.

NOW THIS DEED WITNESSETH as follows:

1. Terms and expressions used in this Deed of Adherence shall bear unless the context otherwise requires the same meaning as in the Trust Deed.
1. [New Subsidiary] agrees to become a Participating Company and to be bound by the terms of the Trust Deed and Rules of the Plan.
1. This Deed of Adherence may be executed in any number of counterparts and by the parties to it in separate counterparts, each of which shall be an original, but all of which together shall constitute one and the same document. Delivery of a counterpart of the deed by e-mail attachment or telecopy shall be an effective mode of delivery.

IN WITNESS whereof these presents have been entered into the day and year first above written.

EXECUTED and DELIVERED	)
as a DEED by	)
REDDE NORTHGATE PLC acting by	)
two directors/a director	)
and the secretary:	)

Director Signature: ..................................

Director Name: ........................................

Director/Secretary Signature: ..................

Director/Secretary Name: .......................

.............................................

EXECUTED and DELIVERED ) as a DEED by ) [NEW SUBSIDIARY] ) acting by two directors/ ) a director and the secretary: )

Director Signature: ..................................

Director Name: ........................................

Director/Secretary Signature: ..................

.............................................

Director/Secretary Name: .......................

.............................................

EXECUTED and DELIVERED	)
as a DEED by	)
THE TRUSTEES	)
acting by two directors/	)
a director and the secretary:	)

Director Signature: ..................................

Director Name: ........................................

Director/Secretary Signature: ..................

.............................................

Director/Secretary Name: .......................

.............................................

AI Terminal

Redde Northgate PLC

4623_rns_2022-07-29_8cbd3ea6-36ee-4895-b085-77264f345438.pdf

REDDE NORTHGATE PLC

EQUINITI SHARE PLAN TRUSTEES LIMITED

TRUST DEED OF THE REDDE NORTHGATE SHARE INCENTIVE PLAN

BETWEEN:

INTRODUCTION:

1. Definitions

Participating Company means:

Qualifying Company means:

Relevant Employment means employment with the Company or any Associated Company;

Salary means: Para 43(4)

2. Trusts of the Free Shares and Matching Shares

3. Trusts of the Partnership Shares

4. Trusts of the Dividend Shares

5. General trusts of the plan

6. Investment and borrowing powers Para 78

7. Receipts by the Trustees

8. Disposal and retention of Plan Shares

9. Application of Plan to Subsidiaries, etc. Para 73(2)

10. Voting rights and directions

11. Trustees' powers of delegation

12. Administration

13. Trustees' indemnities and charges

14. Appointment and retirement of Trustees

15. Residence of the Trustees

16. Alterations

Para 84(1)(b)

17. Termination of Plan

18. Governing law

19. Construction of this Deed

20. Counterparts

Schedule 1 The Rules of the Redde Northgate Share Incentive Plan

1. Operation of the Plan

2. Eligibility

3. Limitations

4. Contributions to be made by Participating Companies

5. Acquisition of Free Shares and Matching Shares

6. Shares to be Appropriated or Acquired

7. Circulars and Notices

8. Rights Issues

9. Capitalisation Issues

10. Reconstruction and Takeover

11. Reinvestment of Cash Dividends

12. Scrip Dividends

13. Fractional Entitlements

14. Disposals and Payments

15. Withdrawal of Shares from the Plan on Cessation of Relevant Employment

16. Transfer of Legal Title

17. Stamp Duty

18. Notices

19. Information

20. Data processing

21. Disputes

22. Terms of Employment

Appendix 1 Free Shares

2. Basis of Allocation of Free Shares

3. Performance Targets and Measures

4. Appropriation of Free Shares

5. Forfeiture of Free Shares

6. Ceasing to be in Relevant Employment Para 95

Appendix 2 Partnership Shares

1. The Partnership Share Agreement

2. Limits on Partnership Share Monies

3. Acquisition of Partnership Shares

Where no Accumulation Period Applies

Where an Accumulation Period applies

Scaling Down

4. Stopping and Restarting Deductions

5. Withdrawal from Plan

6. Access to Partnership Shares

7. General

Appendix 3 Matching Shares

1. Appropriations of Matching Shares

3. Ceasing to be in Relevant Employment Paras 32(3) and (4)

BETWEEN

WHEREAS:

NOW THIS DEED WITNESSETH as follows:

EXECUTED and DELIVERED ) as a DEED by ) [NEW SUBSIDIARY] ) acting by two directors/ ) a director and the secretary: )