Segro PLC — Remuneration Information 2025

Mar 20, 2025

SEGRO plc

RULES OF THE SEGRO plc 2018 LONG TERM INCENTIVE PLAN

As amended on 18 April 2019, 16 February 2021 and 1 June 2022

Amendments approved by the Company's shareholders on 21 April 2022 and on 30 April 2025

SLAUGHTER AND MAY One Bunhill Row London EC1Y 8YY

Ref: PJC/REN

575475188

Table of Contents

Contents		Page
	1.	GrantingGrant of Awards	45
	2.	Awards	67
	3.	Vesting and Release of Awards	610
	4.	Consequences of Vesting and Release 9 of Awards	13
	5.	Leaving the Group	1419
	6.	Variations in share capital, demergers and special distributions	1521
	7. events	Takeovers and restructurings 16corporate 21
	8.	Exchange of Awards	1823
	9.	Lapsing	18
	10
	9.	Plan limits	1924
	1110.	Terms of employment	2226
	1211.	General	2327
	1312.	ChangingAmending the Plan and termination	25 29
	1413.	Governing law and jurisdiction	2630

The SEGRO Long Term Incentive Plan

Introduction

An Award under the Plan can take the form of:

• a nil-cost option which is a right to acquire Shares on Vesting (or, if the Award is subject to a Holding Period, at the end of that Holding Period) for nothing.;
• a conditional award which is a right to be given Shares on Vesting (or, if the Award is subject to a Holding Period, at the end of that Holding Period); or
• a forfeitable award which is an award of Shares held by or on behalf of the Participant for a period during which those Shares are forfeitable.

GrantThe grant and Vesting of the different types of Award work in similar ways but there are some differences in the mechanics of how they are granted and what happens after they Vest and, if applicable, any Holding Period has expired.

Awards may be subject to: (i) one or more Performance Conditions; and/or (ii) a Holding Period.

On Vesting or at the end of a Holding Period (if applicable), Awards will be satisfied by the issue of new Shares or the transfer of market purchase Shares or treasuryTreasury Shares to the Participant.

This introduction does not form part of the Plan rules.

Definitions

In these rules:

"Acquiring Company" means a person who obtains Control of the Companyhas the meaning given in rule 7.3.1;

"Acquisition Date" means the date on which a Participant acquires the Shares subject to an Award;

"Admission" means the admission of the Shares to the Official List and to trading on the main market for listed securities of the London Stock Exchange becoming effective in accordance with LR 3.2.7G of the Listing Rules and paragraph 2.1 of the Admission and Disclosure Standards published by the London Stock Exchange;

"Award" means a Conditional Award or, an Option or a Forfeitable Award;

"Award Certificate" has the meaning given in rule 1.6;

"Award Date" means the date which the Committee sets for the grant of an Award;

"Business Day" means a day on which the London Stock Exchange (or, if relevant and if the Committee determines, any Relevant Exchange nominated by the Committee on which the Shares are traded) is open for the transaction of business;

"Clawback Period" has the meaning given in rule 4.8.14.9.2;

"Committee" means, subject to rule 7.67.4, the remuneration committee of the board of directors of the Company, or a sub-committee of it;

"Company" means SEGRO plc (registered no. 00167591);

"Conditional Award" means a conditional right to acquire Shares granted under the Plan;

"Control" means in relation to a body corporate, the power of a person to secure by means of the holding of shares or the possession of voting power in or in relation to that or any other body corporate, or by virtue of any powers conferred by the articles of association, or other document regulating that or any other body corporate, that the affairs of the first mentioned body corporate are conducted in accordance with the wishes of that person;

"Dealing Restrictions" means any restrictions relating to any form of share dealing imposed by statute, order, regulation, or Government directive, or any dealing code adopted by the Company;

"Exercise Period" means in relation to an Option the period startingbeginning on the later ofExpected Release Date or, if there is no Holding Period, on the Expected Vesting Date and the Release Date (if any) and, in each case, ending on the tenth anniversary of the Award Date (unless the Committee determines a shorter period under rule 2.1);

"Expected Release Date" means the date specified under rule 2.1.7 on which the Award will normally be Released in accordance with the Plan rules;

"Expected Vesting Date" means the date specified under rule 2.1.6 on which the Award will normally Vest in accordance with the Plan rules;

"Expiry Date" means 19 April 2028;

"Forfeitable Award" means an award of Shares under which the beneficial interest in the Shares is held by the Participant subject to the risk of forfeiture in accordance with the Plan rules;

"Forfeitable Share Agreement" means an agreement entered into between a Participant and the Company, which sets out the terms on which the Shares subject to a Forfeitable Award will be held;

"Good Leaver Reason" means:

• (i) ill-health, injury or disability, in each case evidenced to the satisfaction of the Committee;
• (ii) dismissal for redundancy within the meaning of the Employment Rights Act 1996;
• (iii) retirement with the agreement of the Company;
• (iv) the Participant's employing company ceasing to be under the Control of the Company;
• (v) a transfer of the undertaking, or the part of the undertaking, in which the Participant works to a person which is neither under the Control of the Company nor a Member of the Group; or

(vi) any other reason, at the discretion of the Committee;

"Holding Period" means a period commencingbeginning on the Expected Vesting Date and terminatingending on the day before the Expected Release Date as determined by the Committee in accordance with rule 2.1.7;

"Leadership Team" means the leadership team of the Group, which comprises its heads of function, directors of its business units and any other individuals appointed to the leadership team by the board of directors of the Company;

"Listing Rules" means the rules relating to admission to the Official List;

"London Stock Exchange" means the London Stock Exchange plcor any successor body;

"Member of the Group" means:

• (i) the Company; and
• (ii) its Subsidiaries from time to time; and
• (iii) any other company which is associated with the Company and is so designated by the Committee,

and "Group" shallwill be construed accordingly;

"Official List" means the list maintained by the Financial Conduct Authority for the purposes of section 74(1) of the Financial Services and Markets Act 2000;

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

"Option Exercise Date" has the meaning given in rule 4.2.2;

"Original Entitlements Forfeited" means, in relation to a Recruitment Award, any awards or entitlements forfeited by a Participant as a result of the Participant leaving the Participant's former employer;

"Participant" means a person holding an Award or histhat person's personal representatives (or, in relation to rule 4.9, a person who has held an Award or that person's personal representatives);

"Performance Conditions" means any performance conditions imposed under rule 1.4;

"Performance Period" means the period in respect of which the Performance Conditions are to be satisfied as determined by the Committee in accordance with rule 1.4 and which will not normally be less than three years;

"Plan" means the plan constituted by these rules known as "The SEGRO Long Term Incentive Plan";

"Pro-Rating Period" means:

(i) in relation to an Award which is not a Recruitment Award, the Vesting Period; and

(ii) in relation to an Award which is a Recruitment Award, the period over which the Original Entitlements Forfeited would have been time pro-rated in accordance with their terms (had they not lapsed) or such other period as the Committee may determine on or before the Award Date;

"Recruitment Award" means an Award granted in connection with a Participant's recruitment to the Company or one of its Subsidiaries to compensate the Participant for any Original Entitlements Forfeited;

"Regulatory Information Service" means a service that is approved by the Financial Conduct Authority as meeting the Primary Information Provider criteria and is on the list of Regulatory Information Services maintained by the Financial Conduct Authority;

"Release" means, in relation to an Award that is subject to a Holding Period:

• (i) in respect of a Conditional Award, the Participant becoming entitled to receive the Shares subject to that Conditional Award; and
• (ii) in respect of an Option, the Participant becoming entitled to exercise that Option; or
• (iii) in respect of a Forfeitable Award, the Participant's Shares ceasing to be subject to the terms of the Forfeitable Share Agreement,

in each case to the extent that the Award has Vested, and "Released" will be construed accordingly;

"Release Date" means the date or dates specified under rule 2.1on which an Award is Released;

"Relevant Employee Share Plan" means an employee share plan operated by a Member of the Group, other than an employee share plan which has been registered with HM Revenue & Customs for the purposes of the Income Tax (Earnings and Pensions) Act 2003;

"Relevant Exchange" means any stock exchange, stock market or other recognised exchange including, for the avoidance of doubt, the London Stock Exchange;

"Retained Portion" means, where rule 2.6 applies, the percentage of the Shares acquired by a Participant on the exercise of an Option or thesubject to an Award to be retained after Vesting of a Conditional Awardand specified under rule 2.1 and, unless the Committee determines otherwise on or prior tobefore the grant of an Award, the Retained Portion shallwill be 100 per cent. or, where any tax or social security contributions arise on the Vesting or exercise of thean Award, the Shares remaining (or that would have remained) after the sale of sufficient Shares to meet such tax or social security contributions;

"Shares" means fully paid ordinary shares in the capital of the Company;

"Subsidiary" means a company which is a subsidiary of the Company within the meaning of section 1159 of the Companies Act 2006;

"Summary Dismissal" means, in relation to a Participant, the termination of the Participant's employment with a Member of the Group in circumstances where that Member of the Group is entitled to terminate the Participant's employment contract summarily without payment;

"VestingTreasury Shares" means Shares which are governed by Chapter 6 of Part 18 of the Companies Act 2006;

"Vest" means:

(iii) if the Award is subject to a Holding Period:

• a) (i) in respect of a Conditional Award, the Participant becoming entitled, subject to thesethe Plan rules and the expiry of any Holding Period (if applicable), to receive the Shares subject to that Conditional Award on the Release Date; or
• b) (ii) in respect of an Option, the Participant becoming entitled, subject to the Plan rules and the expiry of any Holding Period (if applicable), to exercise that Option during the Exercise Period; andor
• (iii) in respect of a Forfeitable Award, the Participant's Shares ceasing, subject to the Plan rules and the expiry of any Holding Period (if applicable), to be subject to the terms of the Forfeitable Share Agreement;
• (iv) if the Award is not subject to a Holding Period:
  • a) in respect of a Conditional Award, the Participant becoming entitled to receive the Shares subject to that Conditional Award; or
  • b) in respect of an Option, the Participant becoming entitled to exercise that Option, and

and "VestVesting", "Vested" and "Unvested" shallwill be construed accordingly; and

"Vesting Date" means the date set under rule 2.1 andon which will normally be the third anniversary of thean Award Date.Vests; and

"Vesting Period" means the period beginning on the Award Date and ending on the day before the Expected Vesting Date.

References in these rules to any statutory provision are to that provision as amended or re-enacted from time to time (and any regulations made under it), and, unless the context otherwise requires, words in the singular will include the plural and vice versa. The wording "to the extent that" means "if, but only to the extent that".

1. GrantingGrant of Awards

1.1 Awards

Awards will be made by the Committee.

1.2 Eligibility

The Committee may grant an Award to any current employee (including an executive director) of the Company or any Subsidiary.

1.3 Timing of Award

Awards may not be granted at any time after the Expiry Date and Awards may only be granted :

• 1.3.1 within 42 days starting on either of the followingbeginning on:
  • (i) the date on which the Company holds a general meeting;
  • (ii) 1.3.1 the Business Day after the day on which the Company's results are announced for any period through a Regulatory Information Service for any period; or
  • (iii) to the extent Dealing Restrictions apply at any time during the periods referred to in (i) or (ii) above, the first Business Day after the day on which the grant of Awards is no longer prohibited by any Dealing Restrictions; or
• 1.3.2 1.2.2 on any other day on which the Committee resolves that exceptional circumstances exist which justify the grant of Awardsan Award.

1.4 Performance Conditions

• 1.4.1 When granting an Award to employees (including executive directors) of the Company, the Committee may make its Vesting conditional on the satisfaction of one or more conditions determined by the Committee.
• 1.4.2 Any Performance Conditions must be specified at the Award Date and must provide that an Award will lapse if the Performance Conditions are not satisfied. In exceptional circumstances, the The Committee may varyamend a Performance Condition either:
  • (i) in accordance with its terms; or
  • (ii) if anything happens which causes the Committee reasonably to consider it appropriate to amend the Performance Conditions,

provided that the Committee considers that any changedamended Performance Condition is fair and reasonable and will not be materially less or more challenging to satisfy than the original condition would have been but for such eventthe relevant circumstances occurring.

When the Committee grants an Award which is subject to one or more Performance Conditions, the Committee must also determine the Performance Period relating to such Performance Condition(s).

1.5 Other conditions

• 1.5.1 Malus (rule 3.33.4) and clawback (rule 4.84.9) provisions shallwill apply to each Award, unless the Committee determines otherwise at the time of grant of an Award.
• 1.5.2 The Company may also impose other conditions specified at the Award Date and may provide that an Award will lapse if such conditions are not satisfied. The Committee may waive or change any such condition in accordance with its terms or if anything happens which causes the Committee reasonably to consider it appropriate provided that the Committee considers that any changed condition is fair and reasonable and will not be materially less or more challenging to satisfy than the original condition was intended to be, at the time the Award was granted.

1.6 Award statementCertificate

• 1.6.1 Each Participant will receive a statement setting outcertificate (in such form as the Committee may determine) specifying the terms of the Award as soon as reasonably practicable after the Award Date (an "Award Certificate"). The Award Certificate may be the deed referred to in rule 2.1 or any other document or notification determined by the Committee. The Award Certificate may be sentdistributed to Participants in hard copy, by email or by any other electronic means. If any Award Certificate is lost or damaged the Company may replace it on such terms as it decidesdetermines.
• 1.6.2 Unless the Committee determines otherwise, a Participant must, before a date determined by the Committee and notified to the Participant, agree in writing to be bound by the Plan rules and the terms of their Award. If the Participant does not do so, the Committee may determine that either:
  • (i) the Award lapses; or
  • (ii) the Award will not Vest until the Participant does so agree in writing.

1.7 No payment

A Participant is not required to pay for the grant of any Award.

1.8 Administrative errors

If the Company tries to grant an Award which is inconsistent with rule 109, the Award will be limited and will take effect from the Award Date on a basis consistent with those rules.

2. Awards

2.1 Terms of Awards

Awards must be granted by deed. The terms of the Award, as determined by the Committee, must be specified in the deed and must include:

• 2.1.1 whether the Award is:
  • (i) a Conditional Award; or
• (ii) an Option; or
• (iii) a Forfeitable Award,

or a combination of the above;

• 2.1.2 the number of Shares subject to the Award;
• 2.1.3 the VestingAward Date;
• 2.1.4 theany Performance Conditions, if applicable and any Performance Period;
• 2.1.5 any other condition specifiedimposed under rule 1.5.21.5;
• 2.1.6 the Expected Vesting Date;
• 2.1.7 whether a Holding Period applies and, if it does, the Expected Release Date;
• 2.1.8 if the Award is a Recruitment Award, the Pro-Rating Period;
• 2.1.9 if the Award is a Recruitment Award, the Clawback Period;
• 2.1.10 if and on what basis rule 2.6 applies to the Award and if it does, the Retained Portion;
• 2.1.11 in the case of an Option, the Exercise Period;
• 2.1.12 2.1.6 whether the Participant is entitled to receive any cash or Shares under rule 4.44.5; and
• 2.1.7 whether malus (rule 3.3) and clawback (rule 4.8) provisions apply;
• 2.1.8 the Award Date; and
• 2.1.9 whether a Holding Period applies and if it does, the Release Date(s) applicable to the Award and the percentage
• 2.1.13 in the case of a Forfeitable Award, whether, in respect of any dividends paid on the Shares subject to that Forfeitable Award before its Vesting Date, if it is not subject to a Holding Period, or its Release Date, if it is subject to a Holding Period, the Participant:
  • (i) may retain those dividends;
  • (ii) must waive those dividends; or
  • (iii) must use those dividends to buy additional Shares, in which case the additional Shares will form part of the Shares subject to the Forfeitable Award that is the Retained Portion.

2.2 Holding PeriodTerms of Agreement

A Participant who is granted a Forfeitable Award must enter into a Forfeitable Share Agreement on or before the Award Date under which the Participant agrees:

• 2.2.1 that, where the Plan rules refer to the Award lapsing, the Shares subject to the Forfeitable Award will be forfeit and the Participant will do all such things and execute all such documents as the Committee may require to effect the transfer of those Shares to the Committee's order for nil consideration;
• 2.2.2 that, until the Vesting Date of a Forfeitable Award which is not subject to a Holding Period or the Release Date of a Forfeitable Award which is subject to a Holding Period:
  • (i) the Participant will not assign, transfer or charge the Shares subject to the Forfeitable Award or any interest in them;
  • (ii) the Participant will not, except in relation to any dividends (other than dividends which the Committee determines) paid on the Shares subject to the Forfeitable Award or as otherwise permitted by the Committee, assign, transfer or charge any value which the Participant receives in respect of the Shares subject to the Forfeitable Award and that such value will itself be treated as forming part of the Shares subject to the Forfeitable Award unless and to the extent that the Committee decides otherwise;
  • (iii) if the Committee has so specified, the Participant will waive any dividends or reinvest any dividends to buy additional Shares which will form part of the Shares subject to the Forfeitable Award; and
  • (iv) if the legal interest in the Shares subject to the Forfeitable Award is transferred to the Participant and the Committee so decides, the Participant will deposit the share certificates (or other documents of title) relating to the Shares subject to the Forfeitable Award with such person as the Committee may decide.

The Holding Period (if any), the Pro-Rating Period and the full terms of any Performance Conditions and any additional conditions applicable to the Forfeitable Award must be set out in the Forfeitable Share Agreement or otherwise made available to the Participant.

2.3 Transfer of Shares

The Company must make a Forfeitable Award by transferring, or procuring the transfer of, the beneficial interest and (if the Committee so decides) the legal interest in the Shares subject to the Forfeitable Award to the Participant on the Award Date. The Committee may retain the share certificates for the Shares subject to a Forfeitable Award, and the Company may enter into such arrangements as it thinks fit in order to enable it to enforce the obligations of the Participant under the Forfeitable Share Agreement.

2.4 Section 431 elections Each Participant irrevocably agrees to enter into a joint election in respect of any Shares acquired under an Award under section 431(1) or section 431(2) (as determined by the Committee) of the Income Tax (Earnings and Pensions) Act 2003, if required to do so by the Committee.

2.5 Awards in tranches

The Committee may grant an Award in any number of tranches, where the terms (as referred to in rule 2.1) of each tranche are different. In these circumstances, the Plan rules will be interpreted as if each tranche was a standalone Award.

2.6 Post-tax holding of Shares

The Committee may determine on or prior tobefore the grant of an Award that is not to be subject to a Holding Period that, except in the case of the Participant's death, a Participant may not, without the prior consent of the Committee (and subject to such conditions as the Committee may impose) transfer, assign, charge or otherwise dispose of the Retained Portionany Shares in respect of which the Award has Vested or any rights in respect of itthem until such date as the relevant Release Date. For the avoidance of doubt, thisCommittee determines. This rule 2.2 shall2.6 will apply whether or not a Participant ceases (or has ceased) to be employed by any Member of the Group (unless the Committee, in its absolute discretion, determines otherwise). In order to facilitate the operation of this rule 2.6 the Committee may require that any Shares to which this rule 2.6 applies will be held by a nominee selected by the Committee, on such terms as the Committee may determine, on behalf of the Participant.

3. Vesting and Release of Awards

3.1 Timing of Vesting and Release

• 3.1.1 Subject to rules 1.5, 3.3, 5 and 7, an Award shallwill Vest on the latest of the following:
  • (i) the date on which the Committee makes its determination under rule 3.23.3 of the extent to which any Performance Conditions are satisfiedthe Award will Vest;
  • (ii) the Expected Vesting Date;
  • (iii) in relation to any Award granted on or after 30 April 2025 the date on which the Committee determines that any investigation ongoing on the Expected Vesting Date into the conduct or actions of any Participant or any Member of the Group which may be relevant to the Award has been completed and that it does not wish to undertake any action specified in rule 4.9 in respect of the outcome of such investigation;
  • (iv) in relation to a Conditional Award or Forfeitable Award which is not subject to a Holding Period granted on or after 30 April 2025, the Participant having entered into such arrangements as the Committee considers necessary to meet the Participant's liability to any taxation,

duties, social security contributions or other amounts in respect of that Conditional Award or Forfeitable Award; and

• (v) (iii) the first Business Day after the date on which any Dealing Restrictions which would prevent dealing by the Participant in the Shares comprised insubject to the Award on the dates specified above cease to apply.
• 3.1.2 Subject to rules 5 and 7, an Award that is subject to a Holding Period shallwill then be Released on the laterlatest of the following:
  • (i) the Expected Release Date; and
  • (ii) the date on which the Committee determines that any investigation ongoing on the Expected Release Date into the conduct or actions of any Participant or any Member of the Group which may be relevant to the Award has been completed and that it does not wish to undertake any action specified in rule 4.9 in respect of such investigation;
  • (iii) in relation to a Conditional Award or Forfeitable Award which is subject to a Holding Period, the Participant having entered into such arrangements as the Committee considers necessary to meet the Participant's liability to any taxation, duties, social security contributions or other amounts in respect of that Conditional Award or Forfeitable Award; and
  • (iv) (ii) the first Business Day after the date on which any Dealing Restrictions which would prevent dealing by the Participant in the Shares subject to the Award on the Release Datedates specified above cease to apply.

3.2 Determination of Performance Conditions and other conditions

• 3.2.1 Subject to rule 3.2.2 below, asAs soon as reasonably practicable (in the case of any Performance Conditions, after the end of the Performance Period), the Committee will determine whether and to what extent any Performance Conditions and any other conditions imposed under rule 1.5 have been satisfied and how many Shares Vest for each Award. To the extent that any Performance Conditions or other conditions are not satisfied, the Award lapses.
• 3.2.2 Vesting shall be subject to the right ofWhere the Award Vests under rule 5 or 7, the Committee to reducewill have the number of Shares which Vest (including to zero) in its absolute discretion ifto determine the extent to which theany Performance Conditions arehave been satisfied is inconsistent with the overall performance of the business in circumstances including (but not limited to)either:
  • (i) a significant decline in the absolute (as opposed to relative) performance of the Company as measured by the relevant up to the date on which the Participant ceases to be an employee of the Group (where

rule 5 applies) or the date on which the relevant corporate event occurs (where rule 7 applies), measured against the most recent information available or information to become shortly available to the Committee at that time, as determined by the Committee; or

(ii) over the full Performance Period(s), having regard to actual or projected performance.

3.3 Extent of Vesting

• 3.3.1 The Committee will, in its discretion, determine the extent to which an Award will Vest, taking into account:
  • (i) the extent to which any Performance Conditions; or (ii) a significant disparity between the Vesting outcome of an Award and any other conditions imposed under rule 1.5 have been satisfied;
  • (ii) the underlying performance of the Company and the Participant;
  • (iii) such other factors as the Committee may, in its absolute discretion, consider relevant; and
  • (iv) if an Award is Vesting under rule 5 or 7, unless the Committee determines otherwise, the proportion of the Pro-Rating Period that has elapsed on the date on which the Participant ceases to be an employee of the Group (where rule 5 applies) or the date on which the relevant corporate event occurs (where rule 7 applies).
• 3.3.2 If an Award Vests under rule 5.3 or 7 after the Participant has ceased to be an employee of the Group in accordance with rule 5.2 the factors specified in rules 3.3.1(i) and 3.3.1(iv) will, unless the Committee determines otherwise, be assessed by reference to the period ending on the date on which the Participant has ceased to be an employee of the Group.
• 3.3.3 To the extent the Committee determines in accordance with rule 3.3.1 that an Award will not Vest, it will lapse immediately.
• 3.3.4 If an Award lapses under any provision of the Plan it cannot subsequently Vest or be Released and a Participant has no rights in respect of it.

3.4 3.3 Malus

• 3.4.1 3.3.1 The Committee may, at any time prior to the date on when the Award Vests (or if it is an Option, is exercised), decide that the number of Shares subject to an Award shallwill be reduced in accordance with this rule 3.33.4.
• 3.4.2 3.3.2 Notwithstanding any other Rulerule of the Plan, the Committee may decide that any outstanding Awards will lapse or be reduced (including to nil) if it reasonably considers that:
• (ii) there has been fraud or gross misconduct on the part of the Participant at any time before the Award Vests which has caused financial loss to the Group;
• (iii) in the case only of an Award made to an executive director of the Company or a member of the Leadership Team, the Company is obliged to make a material re-statement of its financial statements for any period in accordance with applicable accounting standards or law and, based on those restated financial statements, the Award would Vest to a lesser extent;
• (iv) in the case only of an Award made to an executive director of the Company or a member of the Leadership Team, there was an error in assessing the extent to which any performance conditionPerformance Condition was satisfied, which would cause the Award to Vest to a greater extent than would have been the case without that error; or
• (v) the Company's performance was achieved as a result of excessive risk-taking.
• 3.4.3 3.3.3 In the case of Awards granted on or after 18 April 2019, notwithstanding any other Rulerule of the Plan, the Committee may decide that any such outstanding Awards will lapse or be reduced (including to nil) if it reasonably determines that any of the following has occurred:
  • (i) fraud or serious misconduct on the part of the Participant;
  • (ii) a material misstatement in the published results of the Company or the Group or any memberMember of the Group, or an error in assessing either the level of bonus on which the grant of the Award was based or the number of Shares subject to an Award, in each case which would cause a greater number of Shares subject to the Award to be released than would otherwise have been the case without that misstatement or error;
  • (iii) where the Company's results recorded for the purpose of applying the performance conditions do not represent a fair reflection of the Company's underlying performancePerformance Conditions are based on an error or inaccurate or misleading information;
  • (iv) where the BoardCommittee determines that the Participant has caused wholly or in part a material loss for the Group as a result of reckless, negligent or wilful actions or omissions;
• (v) a memberMember of the Group is censured by a regulatory body or suffers, in the BoardCommittee's opinion, a significant detrimental impact on its reputation;
• (vi) the Company's performance was achieved as a result of excessive risk-taking; or
• (vii) the Company or entities representing a material proportion of the Group becomes insolvent or otherwise suffers a corporate failure so that ordinary shares in the Company cease to have material value.

In deciding whether or not to exercise its powers under paragraphs (iv) to (vii) of 3.3.33.4.3. in relation to a particular Participant, the BoardCommittee will have regard to that Participant's responsibility for the relevant circumstances.

3.4.4 3.3.4 Whenever the number of Shares subject to an Award is reduced in accordance with rule 3.3.23.4.2 and 3.3.33.4.3, that Award will be treated (to the relevant extent) as having lapsed and the Company must notify the Participant as soon as reasonably practicable thereafter.

3.5 3.4 Lapse

If an Award lapses under the Plan it cannot Vest and a Participant has no rights in respect of it.

3.5 Section 431 elections

Each Participant irrevocably agrees to enter into a joint election in respect of any Shares he may acquire pursuant to an Award under section 431(1) or section 431(2) of the Income Tax (Earnings and Pensions) Act 2003, if required to do so by the Company, the Committee or the Participant's employer or former employer, on or before the Vesting Date, Release Date or Option Exercise Date, as appropriate.

4. Consequences of Vesting and Release of Awards

4.1 Conditional Awards or Forfeitable Awards

Subject to rules 2.22.6 and 4.84.9 and any Dealing Restrictions, the Company will, as soon as reasonably practicable after the Vesting Date of a Conditional Award or a Forfeitable Award (or, if a Holding Period applies to an Award, the date on which it is Released), the Company will, its Release Date), arrange (subject to rules 4.6 and 12.10) for the transfer (including a transfer out of treasury) or the issue to or to the order of the Participant of the number of Shares in respect of which the Award has Vested, unless, in the case of a Forfeitable Award, the relevant number of Shares have already been issued or transferred to the Participant.

4.2 Options

4.2.1 A Participant may, subject to any Dealing Restrictions, exercise hisan Option at any time during the Exercise Period (or where rule 5 or 7 applies, any exercise period provided for under those rules) by:

• (i) giving notice in the prescribed form to the Company or any person nominated by the CompanyCommittee; and by
• (ii) enclosing the relevant Award Certificate (if required by the CompanyCommittee).
• 4.2.2 The "Option Exercise Date" will be the date of receipt by the Company or other duly appointed agent of the notice and, if appropriate, documents referred to in rule 4.2.1. However, if an option exercise notice is delivered at a time when any Dealing Restrictions prohibit the exercise of Options, the Option Exercise Date will be the first Business Day when such prohibitions cease to apply.
• 4.2.3 Subject to rules 4.64.7, 4.84.9 and 12.1011.10 the Company will arrange for Shares to be transferred to or issued to the Participant within 30 days of the Option Exercise Date.

4.3 Lapse of Options

An Option will lapse to the extent that it has not been exercised at the end of the Exercise Period, unless it lapses earlier in accordance with the Plan rules. However, the Committee may permit a Participant to exercise Options within any period it determines that is longer than the periods permitted for exercise specified in the Plan rules.

4.4 4.3 Rights

Shares issued or transferred on the exercise of an Option or the Vesting or Release of a Conditional Award will rank equally in all respects with the Shares in issue at the point of issue or transfer, save as provided in these rules. They will not rank for any rights attaching to Shares by reference to a record date preceding the date of issue or transfer. Where Shares are transferred (including a transfer out of treasury) on the exercise of an Option or the Vesting or Release of a Conditional Award, the Participant will be entitled to all rights attaching to the Shares by reference to a record date on or after the transfer date. The Participant will not be entitled to rights before that date, subject to rule 4.44.5.

4.5 4.4 Dividend equivalent

Unless the Committee determines otherwise, Awards will include the right to receive an amount equal in value to the dividends which would have been payable on the number of Vested Shares in relation to dividends the record dates for which fall during the period from the Award Date to either the Vesting Date (or if the Award is subject to a Holding Period the date on which it is ReleasedRelease Date) or, if the Committee so determines, such later date which shallwill not be later than the Acquisition Date ("dividend equivalents"), subject to rule 4.6 4.7. Dividend equivalents will not accrue on unexercised Vested Options which are not or are no longer subject to a Holding Period unless the Committee determines otherwise. The amount of any dividend equivalents will be paid in cash unless the Committee decides it will be paid (in full or in part) in Shares. Dividend equivalents will be paid to any relevant Participant as soon as practicable after Vesting (or if the Award is subject to a Holding Period, the date on which it is Released) or, in the case of an Option, after exercise.

The Committee may decide that the dividend equivalents shallwill assume the re-investment of such dividend equivalents.

The Committee may at any time decide to disapply this rule 4.44.5 in relation to all or part of a special dividend or dividend in specie which may otherwise be covered by this rule 4.44.5.

4.6 4.5 Alternative ways to satisfy Awards

The Committee may decide to satisfy an Option or Conditional Award (or a part of an Option or Conditional Award) by paying an equivalent amount in cash (subject to rule 4.64.7). For Conditional Awards, the cash amount must be equal to the Market Value of the relevant Shares on the most recent Business Day prior to the date on which the Conditional Award Vests. For Options, the cash amount must be equal to the Market Value of the relevant Shares on the most recent Business Day prior to the Option Exercise Date.

The Company may determine that Awards will be satisfied in cash at the Award Date or at any time subsequently.

For the purposes of this rule 4.54.6 only, "Market Value" means the closing middle-market quotation of a Share.

4.7 4.6 Withholding

The Company, any employing company or the trustee of any employee benefit trust may make such arrangements as it considers necessary to meet any liability to taxation, duties, social security contributions or other amounts in respect of Awards or otherwise in connection with a person's participation in the Plan, whether the liability is a liability of, or is payable by, the Participant, the Company, the employing company or the trustee. These arrangements may include a reduction in the number of Shares subject to an Award and/or the exercise of an Option on behalf of the Participant and/or the sale on behalf of the Participant of any of the Shares to which he is entitled under the Plan and the retention of the sale proceeds to meet the liability. References to social security contributions include anything in a jurisdiction outside the United Kingdom which, in the opinion of the Committee, is reasonably comparable to social security contributions.

The Participant authorises the Company to sell on the Participant's behalf sufficient Shares subject to the Award to discharge any liability to taxation, duties or social security contributions arising in connection with that Award that any current or former Member of the Group is required to withhold and any related costs associated with that sale. In facilitating such a sale, the Company may appoint a broker of its choosing.

4.8 4.7 Nominee

The Committee may determine that any Shares acquired subject to a Holding Period in accordance with rule 2.2 shall2.6 will be or remain registered in the name of a nominee on the Vesting of the related Conditional Award or exercise of the related Option, on such terms as the Committee specifies. If the Committee so determines, those Shares shallwill be held by the nominee on the basis that the legal title to such Shares may only be transferred to the relevant Participant on or as soon as practicable after the relevant Release Date (or in the case of an Option, exercise of that Option).

4.9 4.8 Clawback 4.9.1 4.8.1 Unless the Committee determines otherwise, Awards shallwill be subject to clawback in accordance with this rule 4.8 4.9.

• 4.9.2 4.8.2 Unless the Committee decides otherwise, the period during which clawback may be effected (the "Clawback Period") shallwill be:
  • (i) in relation to an Award which is not a Recruitment Award, the period of two years from and including the Expected Vesting Date; and
  • (ii) in relation to an Award which is a Recruitment Award, such period as the Committee may determine on or before the Award Date.
• 4.9.3 4.8.3 The Committee may in its absolute discretion during the Clawback Period require the Participant to transfer to the Company (or the trustee of any employee benefit trust, if required by the Company) all or some of the Shares:
  • (i) acquired pursuant to the Vesting of a Conditional Award or Forfeitable Award or the exercise of an Option; and
  • (ii) which the Participant still holds, or which are still held on his behalf,

on such basis that the Committee considers to be fair, reasonable and proportionate where it reasonably considers that:

• (iii) the Company's results recorded for the purpose of applying the performance conditions did not represent a fair reflection of the Company's underlying performancePerformance Conditions are based on an error or inaccurate or misleading information;
• (iv) there has been fraud or gross misconduct on the part of the Participant at any time before the Award Vests which has caused financial loss to the Group;
• (v) in the case only of an Award made to an executive director of the Company or a member of the Leadership Team, the Company is obliged to make a material re-statement of its financial statements for any period in accordance with applicable accounting standards or law and, based on those restated financial statements, the Award would have Vested to a lesser extent;
• (vi) in the case only of an Award made to an executive director of the Company or a member of the Leadership Team, there was an error in assessing the extent to which any performance conditionPerformance Condition was satisfied, which caused the Award to Vest to a greater extent than would have been the case without that error; or
• (vii) the Company's performance was achieved as a result of excessive risk-taking.
• 4.9.4 4.8.4 In the case of Awards granted on or after 18 April 2019, the Committee may in its absolute discretion during the Clawback Period require the Participant to transfer to the Company (or the trustee of any employee benefit trust, if required by the Company) all or some of the Shares:
  • (i) acquired pursuant to the Vesting of a Conditional Award or Forfeitable Award or the exercise of an optionOption; and
  • (ii) which the Participant still holds, or which are held on his behalf,

on such basis that the Committee considers to be fair, reasonable and proportionate where it is reasonably determined that any of the following has occurred:

• (i) fraud or serious misconduct on the part of the Participant;
• (ii) a material misstatement in the published results of the Company or Group or any Member of the Group, or an error in assessing either the extent to which any applicable Performance Condition was satisfied or the number of Shares subject to an Award, in each case which caused the Award to Vest to a greater extent than would otherwise have been the case without that misstatement or error;
• (iii) where the Company's results recorded for the purpose of applying the performance conditions do not represent a fair reflection of the Company's underlying performancePerformance Conditions are based on an error or inaccurate or misleading information;
• (iv) where the BoardCommittee determines that the Participant has caused wholly or in part a material loss for the Group as a result of reckless, negligent or wilful actions or omissions;
• (v) a memberMember of the Group is censured by a regulatory body or suffers, in the BoardCommittee's opinion, a significant detrimental impact on its reputation;
• (vi) the Company's performance was achieved as a result of excessive risk-taking; or
• (vii) the Company or entities representing a material proportion of the Group becomes insolvent or otherwise suffers a corporate failure so that ordinary shares in the Company cease to have material value.

In deciding whether or not to exercise its powers under paragraphs (iv) to (vii) of this rule 4.8.44.9.4. in relation to a particular Participant, the Committee will have regard to that Participant's responsibility for the relevant circumstances.

4.9.5 4.8.5 Whenever an adjustment is required pursuant to rule 4.8.34.9.3 or 4.8.44.9.4, the relevant Award will be treated (to the relevant extent) as having lapsed.

• 4.9.6 4.8.6 Where a number of Shares are required to be transferred in accordance with rule 4.8.34.9.3 or 4.8.44.9.4 and the Participant no longer holds sufficient Shares, the Participant will transfer to the Company (or any other Member of the Group or the trustee of any employee benefit trust, if required by the Company):
  • (i) an amount equal to the proceeds the Participant received on the disposal of such Shares; or
  • (ii) if that amount is in the opinion of the Committee, acting reasonably, manifestly less than the fair market value of the Shares as the date of disposal, the proceeds the Participant would have received on a disposal of the Shares for their fair market value (determined by the Committee in its absolute discretion, acting reasonably) at the time of disposal,

and, in either case, less the amount of tax and social security contributions actually paid (or due to be paid) by the Participant in respect of the acquisition of the relevant Shares (except where the Participant can claim relief arising from the transfer of Shares or payments under this rule 4.84.9).

• 4.9.7 4.8.7 In place of an adjustment (in full or in part) pursuant to rule 4.8.34.9.3 or 4.8.44.9.4, the Committee may in its absolute discretion during the Clawback Period:
  • (i) reduce the amount of any future payments in connection with the Plan or under discretionary bonus plans or other incentive arrangements;
  • (ii) reduce the number of Shares that would become available to the relevant Participant upon the vesting of any unvested share award granted under any Relevant Employee Share Plan and held by the relevant Participant;
  • (iii) reduce the number of shares over which a vested but unexercised share award granted under any Relevant Employee Share Plan and held by the relevant Participant may be exercised; and/or
  • (iv) require the relevant Participant to make a cash payment to the Company (or any other Member of the Group or the trustee of any employee benefit trust, if required by the Company),

on such basis that the Committee considers to be fair, reasonable and proportionate.

4.9.8 4.8.8 In the event of any of the transactions described in rule 7, the Committee must determine whether the completion of such transaction will affect its ability to require clawback before the relevant event becomes effective.

5. Leaving the Group

• 5.1 General rule on leaving employment
  • 5.1.1 Unvested Awards will lapse (to the maximum extent permitted by law) on the date on which the Participant ceases to be an employee of the Group unless rule 5.2 or 5.3 applies.
  • 5.1.2 If a Participant leaves employmentceases to be an employee of the Group (during any Holding Period applicable to a Vested Award for any reason other than Summary Dismissal) during the Holding Period (if any), his Vested Awards shall, it will, subject to rules 5.1.3, 5.3 and 7, be Released on the normaldate as determined in accordance with rule 3.1. Any Awards structured as Options may, subject to rule 7, be exercised for a period of 12 months beginning on the Expected Release Date, after which time they will lapse.
  • 5.1.3 If a Participant ceases to be an employee of the Group during any Holding Period applicable to a Vested Award for any reason other than Summary Dismissal, the Committee may determine that it will, subject to rule 7, be Released on the date ofon which the Participant's cessation ceases to be an employee of employmentthe Group (or such other date before the Expected Release Date as the Committee may determine). Any Awards structured as Options may, subject to rule 7, be exercised for a period of 12 months beginning on the date on which the Participant ceases to be an employee of the Group (or such other date before the Expected Release Date as the Committee may determine), after which time they will lapse.
  • 5.1.4 If a Participant ceases to be an employee of the Group, for any reason other than Summary Dismissal, holding Vested Options which are not or are no longer subject to a Holding Period, they may, subject to rules 5.2.5 and 7, be exercised for a period of 12 months beginning on the date on which the Participant ceases to be an employee of the Group, after which time they will lapse.
  • 5.1.5 If a Participant ceases to be an employee of the Group because of Summary Dismissal, all the Participant's Awards (whether Vested or not) lapse (to the maximum extent permitted by law).

5.2 Leaving in exceptional circumstances - Unvested Awards

• 5.2.1 If a Participant ceases to be an employee of the Group for a Good Leaver Reason, then his Awards which have not Vested will Vest, subject to rules 1.5, 3.3 and 5.43.4, on the normal Vesting Date but only to the extent that any Performance Conditions (as appropriate) have been satisfied as measured over the original Performance Perioddate determined in accordance with rule 3.1.1.
• 5.2.2 Alternatively, the Committee may in its absolute discretion decide that the Awards will Vest, subject to rules 1.5, 3.3 and 5.4, and any Performance Conditions3.4, on the date of cessationon which the Participant ceases to be an employee of employmentthe Group, in which case any Performance Conditions will be measured up to the date of cessation of employment measured against

the most recent information available or information to become shortly available to the Committee at that time, as determined by the Committee.

• 5.2.3 TheWhere this rule 5.2 applies, the relevant Award will remain subject to any Holding Period following Vestingafter it Vests, unless the Committee in its absolute discretion decides, determines otherwise. The Award will then lapse as to the balance.
• 5.2.4 Awards structured as Options may then (to the extent Vested and, subject to rule 7) be exercised for a period of 12 months beginning on:
  • (i) if the Award is subject to a Holding Period, the Release Date as determined in accordance with that Holding Period (or such other date as the Committee may determine in accordance with rule 5.2.3); and
  • (ii) if the Award is not subject to a Holding Period, the Vesting Date determined in accordance with rule 5.2.1, unless rule 5.2.2 applies, when the 12 month period will begin on the date determined by the Committee in accordance with that rule,

after which time, they will lapse.

• 5.2.5 If a Participant ceases to be an employee of the Group for one of the reasons specified in limbs (iv) or (v) in the definition of "Good Leaver", the Committee may determine that, in relation to any Award granted on or after 30 April 2025:
  • (i) an Unvested Award will not Vest under rule 5.2.1;
  • (ii) a Vested Award subject to a Holding Period will not be Released under rule 5.1.2 or 5.1.3; and
  • (iii) a Vested Option will not lapse under rule 5.1.4;

but will be automatically exchanged under rule 8.

5.3 Death

• 5.3.1 If a Participant dies:
  • (i) 5.3.1 hisan Unvested AwardsAward will Vest, subject to rules 1.5, 3.3 and 5.4, on the date of the Participant's death but only to the extent that any Performance Conditions have been satisfied as measured up to the date of death, as determined by the Committeedetermined in accordance with rule 3.3 and subject to rule 3.4; and
  • (ii) 5.3.2 anya Vested AwardsAward subject to a Holding Period (whether they Vested under rule 5.3.1 or otherwise) will be Released on the date of the Participant's death. ; and
  • (iii) any Awards structured as Options may then (to the extent Vested and subject to rule 7) be exercised for a period of 12 months beginning on the date of the Participant's death, after which time they will lapse.

5.3.2 Alternatively, the Committee may, in its absolute discretion decide, determine that the Awardsan Unvested Award will Vest, subject to rules 1.5, 3.3 and 5.4 and any Performance Conditions,3.4, on the date determined in accordance with rule 3.1 (and a Vested Award subject to a Holding Period will, subject to rule 7, be Released on the VestingExpected Release Date), in which case the provisions in rule 5.2 will apply mutatis mutandis, except that the AwardUnvested Awards will not be subject to a Holding Period (unless the Committee, in its absolute discretion decides, determines otherwise).

5.3.3 The Award will then lapse as to the balance.

5.4 Pro-rating

If rule 5.2 or 5.3 applies, unless the Committee in its absolute discretion decides otherwise, the Award will be reduced pro rata to reflect the period from the date of cessation of employment or death, as appropriate, until the original Vesting Date, as a proportion of the period from the Award Date to the original Vesting Date.

The Award then lapses as to the balance.

5.4 5.5 Meaning of "ceasing to be an employee of the Group"

For the purposes of this rule 5 and rule 93.3, a Participant will not be treated as ceasing to be an employee of the Group until he ceases to be an employee of all Members of the Group or if he recommences employment with a Member of the Group within 7 days. If a Participant ceases to be an employee of the Group but remains a director, the Committee may determine that, for the purposes of this rule 5 and rule 93.3, that Participant will not be treated as ceasing to be an employee of the Group until he also ceases to a director of the Group.

6. Variations in share capital, demergers and special distributions

6.1 Adjustment of Awards

If there is:

• 6.1.1 a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital;
• 6.1.2 a demerger (in whatever form) or exempt distribution by virtue of section 1075 of the Corporation Tax Act 2010;
• 6.1.3 a special dividend or distribution; or
• 6.1.4 any other transaction which will materially affect the value of Shares,

the Committee may adjust the number or class of Shares or securities comprised in an Award, as it considers appropriate.

6.2 Notice

The Company will notify Participants of any adjustment made under this rule 6.

7. Takeovers and restructuringscorporate events

7.1 Takeovers

Subject to rule 7.57.3, where:

7.1.1 a person (or a group of persons acting in concert) obtains Control of the Company as a result of making an offer to acquire Shares, an Award Vests, subject to rules 1.5 and 3.3, on the date the person obtains Control but only to the extent that any Performance Conditions have been satisfied at that date, as determined by the Committee (which may have regard to projected performance over the full Performance Period). ;

In addition, unless the Committee decides that pro-rating would be inappropriate in the particular circumstances, or that it should be carried out on some other basis, the extent to which the Award Vests shall be reduced pro rata to reflect the period of time from the date of the relevant event until the original Vesting Date as a proportion of the period of time between the Award Date and the original Vesting Date.

The Award lapses as to the balance.

7.2 Schemes of arrangement

Subject to rule 7.5, when

• 7.1.2 a person (or a group of persons acting in concert) having obtained Control of the Company makes an offer to acquire all the Shares that person does not already own;
• 7.1.3 a court sanctions a compromise or arrangement pursuant to section 899 of the Companies Act 2006 in connection with the acquisition of Shares, an Award Vests, subject to rules 1.5 and 3.3, but only to the extent that any Performance Conditions have been satisfied at that date, as determined by the Committee (which may have regard to projected performance over the full Performance Period).; or

In addition, unless the Committee decides that pro-rating would be inappropriate in the particular circumstances, or that it should be carried out on some other basis, the extent to which the Award Vests shall be reduced pro rata to reflect the period of time from the date of the relevant event until the original Vesting Date as a proportion of the period of time from the Award Date until the original Vesting Date.

The Award lapses as to the balance.

7.3 Winding up

Subject to rules 1.5 and 3.3, an Award Vests on the winding up of the Company but only to the extent that any Performance Conditions have been satisfied at that date, as determined by the Committee (which may have regard to projected performance over the full Performance Period). In addition, unless the Committee decides that pro-rating would be inappropriate in the particular circumstances or that it should be carried out on some other basis, the extent to which the Award Vests shall be reduced pro rata to reflect the period of time from the date of the relevant event until the original Vesting Date, as a proportion of the period of time from the Award Date until the original Vesting Date.

7.1.4 a resolution is passed or an order is made for the winding up of the Company,

The Award lapses as to the balance.

then, on the Effective Date:

• (i) an Unvested Award will Vest to the extent determined in accordance with rule 3.3; and
• (ii) a Vested Award subject to a Holding Period will be Released.
• 7.1.5 For the purposes of this rule 7 the "Effective Date" will be:
  • (i) where rule 7.1.1 or 7.1.2 applies, the offer becoming unconditional in all respects;
  • (ii) where rule 7.1.3 applies, the date on which such compromise or arrangement comes into effect; and
  • (iii) where rule 7.1.4 applies, the date on which that order or resolution comes into effect,

unless the Committee determines that an alternative date should apply.

7.1.6 Any Award structured as an Option (whether it Vested or was Released under this rule 7.1 or otherwise) may be exercised for a period of one month beginning on the Effective Date, after which time it will lapse.

7.2 7.4 Demergers or other corporate events

If the Committee becomes aware that the Company is or is expected to be affected by:

• 7.2.1 7.4.1 a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital;
• 7.2.2 7.4.2 a demerger (in whatever form) or exempt distribution by virtue of section 1075 of the Corporation Tax Act 2010;
• 7.2.3 7.4.3 a special dividend or distribution; or
• 7.2.4 7.4.4 any other transaction, which, in the Committee's opinion, would materially affect the value of Shares,

which, in the opinion of the Committee, would materially affect the value of the Shares and adjustment of Awards under rule 6.1 is not practicable or appropriate, the Committee may allow an Award to Vest, subject to rules 1.5 and 3.3, but only to the extent that any Performance Conditions have been satisfied at that date, as determined by the Committee (which may have regard to projected performance over the full Performance Period). In addition, unless the Committee decides that pro-rating would be inappropriate in the particular circumstances or that it should be carried out on some other basis, the extent to which the Award Vests shall be reduced pro rata to reflect the period of time from the date of the relevant event until the original Vesting Date as a proportion of the period of time from the Award Date until the original Vesting Date.

The Award lapses as to the balance.

the Committee may determine:

• (i) that an Unvested Award will Vest to the extent determined in accordance with rule 3.3;
• (ii) that a Vested Award subject to a Holding Period will be Released; and/or
• (iii) the period of time during which an Option may be exercised, after which time it will, unless the Committee determines otherwise, lapse.

7.3 7.5 Exchange

In the event that:

• 7.3.1 (a) a company (the "Acquiring Company") is expected to obtain Control of the Company as a result of an offer referred to in rule 7.17.1.1 or a compromise or arrangement referred to in rule 7.27.1.3; and
• 7.3.2 (b) at least 75 per cent. of the shares in the Acquiring Company are expected to be held by the same persons who, immediately before the obtaining of Control of the Company, were shareholders in the Company,;

then the Committee, with the consent of the Acquiring Company, may decide before the obtaining of such Control that an Award shallwill not Vest and/or be Released under rule 7.1 or rule 7.2 but shallwill be automatically exchanged under rule 8.

7.4 7.6 Committee

In this rule 7, "Committee" means those people who were members of the Committee immediately before the change of Control.

7.5 7.7 Holding Period

The Committee may determine that any Holding Period will cease to apply on the completion of any of the transactions described in this rule 7.

8. Exchange of Awards

8.1 Timing of exchange

Where an Award is to be exchanged under rule 7.57.3 the exchange will take place as soon as practicable after the relevant event.

8.2 Exchange terms

Where a Participant is granted a new award in exchange for an existing Award, the new award:

• 8.2.1 must confer a right to acquire shares in the Acquiring Company or another body corporate determined by the Acquiring Company;
• 8.2.2 must be equivalent to the existing Award, subject to rule 8.2.4;
• 8.2.3 is treated as having been acquired at the same time as the existing Award and, subject to rule 8.2.4, Vests and is Released in the same manner and at the same time;
• 8.2.4 must be subject to any performance conditions and any other conditions (including malus and clawback) which are, so far as possible, equivalent to any Performance Conditions and other conditions applying to the existing Award.
• 8.2.5 is governed by the Plan as if references to Shares were references to the shares over which the new Award is granted and references to the Company were references to the Acquiring Company or the body corporate determined under rule 8.2.1.

9. Lapsing

• 9.1 Where an Award has been granted in the form of a Conditional Award, that Award will lapse to the extent that it has not Vested on the earliest of:
  • 9.1.1 the Vesting Date;
  • 9.1.2 the date the Participant ceases to be an employee of the Group (unless rule 5.2 or 5.3 applies);
  • 9.1.3 the date of Vesting set out in rule 5.2 or 5.3, as applicable; and
  • 9.1.4 the date of the event which gives rise to a Vesting under rule 7.
• 9.2 Where an Award has been granted in the form of an Option, that Option will lapse to the extent that it has not been exercised on the earliest of:
  • 9.2.1 the end of the Exercise Period;
  • 9.2.2 in the case of an Unvested Option the date the Participant ceases to be an employee of the Group unless rule 5.2 or 5.3 applies;
  • 9.2.3 if a Participant ceases to be an employee of a Member of the Group because of Summary Dismissal, the date the Participant ceases to be an employee of the Group;
• 9.2.4 in the case of a Vested Option held by a Participant who ceases to be an employee of a Member of the Group in circumstances other than Summary Dismissal or who dies, twelve months after the date the Participant ceases to be an employee of the Group (of if later the date on which the Option is Released) or dies (as applicable);
• 9.2.5 in the case of an Option which Vests under rule 5, twelve months after Vesting (or if the Option is subject to a Holding Period, Release); and
• 9.2.6 one month after an event which gives rise to a Vesting under rule 7.

If more than one Exercise Period or lapse date applies then the provision which results in the shortest Exercise Period and the earliest lapse of the Option will apply. However, the Committee may permit a Participant to exercise Options within any applicable longer periods set out in these rules.

9.3 A Vested Award subject to a Holding Period shall lapse on the date that the Participant ceases to be an employee of the Group because of Summary Dismissal.

9. 10. Plan limits

9.1 Limits on Awards

10.1 The nominal amountnumber of Shares over which the Committee may grant Awards on any date shallwill be limited so that it does not exceed the limits set outspecified in rules 10.2.1, 10.2.2 and 10.5. The limitations set outrule 9.2. The limits specified in rule 10.29.2 only applyapplies to Awards which are to be satisfied (directly or indirectly) by the issue of new Shares or the transfer of treasuryTreasury Shares.

9.2 Dilution limits

10.2 The limits are:

• 9.2.1 10.2.1 the number of Shares representing ten per cent. of the nominal amount of the Company's equity share capital on the day preceding the Award Date less the aggregate of the nominal amounts of:
  • (i) the number of Shares allocated in respect of awards granted within the previous ten years under any employee share scheme;
  • (ii) the number of Shares remaining to be allocated in respect of awards granted on the same date or within the previous ten years under any employee share scheme; and
  • (iii) the number of Shares allocated on the same date or within the previous ten years under any employee share scheme otherwise than in respect of an award; and
• 9.2.2 10.2.2 the number of Shares representing five per cent. of the nominal amount of the Company's equity share capital on the day preceding the Award Date less the aggregate of the nominal amounts of:
• (i) the number of Shares allocated in respect of awards granted within the previous ten years under any executive share scheme;
• (ii) the number of Shares remaining to be allocated in respect of awards granted on the same date or within the previous ten years under any executive share scheme; and
• (iii) the number of Shares allocated on the same date or within the previous ten years under any executive share scheme otherwise than in respect of an award.
• 9.3 10.3 For the purposes of this rule 109:
  • 9.3.1 10.3.1 "allocate" means the issue of new Shares or the transfer of treasuryTreasury Shares in satisfaction (directly or indirectly) of a person's right under an award;
  • 9.3.2 10.3.2 an "award" means any right to acquire or receive Shares whether conditional or unconditional and whether or not for payment;
  • 9.3.3 10.3.3 an "employee share scheme" means any scheme for employees of the Group which has been approved by the Company in general meeting;
  • 9.3.4 10.3.4 "equity share capital" has the meaning given to it by section 548 of the Companies Act 2006;
  • 9.3.5 10.3.5 an "executive share scheme" means any scheme for senior employees andor directors of the Group chosen at the discretion of the body administering the scheme;
  • 10.3.6 "treasury Shares" has the same meaning as in Chapter 6 of the Companies Act 2006;
  • 9.3.6 10.3.7 no account will be taken of Shares acquired by an employee or former employee (or the personal representatives of such a person) where the Shares are acquired for a price equal to their market value at or about the date of acquisition and the cost of those Shares is borne by (or by the estate of) the employee or former employee;
  • 9.3.7 10.3.8 subject to rule 10.3.99.3.8, no account will be taken of an award if and to the extent to which the Committee considers that it will be satisfied by the transfer of existing Shares other than treasuryTreasury Shares;
  • 9.3.8 10.3.9 any Shares allocated or remaining to be allocated to the trustee of any trust which were used or which are to be used to satisfy awards granted under an employee share scheme must be treated as having been allocated or as remaining to be allocated in respect of those awards unless the Shares were acquired by the trustee pursuant to a rights issue or other opportunity offered to the trustee in respect of Shares, other than Shares allocated to it prior to Admission;
• 9.3.9 10.3.10 account will only be taken of treasury sharesTreasury Shares for so long as this is required under institutional shareholder guidelines; and
• 9.3.10 10.3.11 where an award was granted in consideration of the release by the holder of an award previously granted to him under an employee share scheme, then the earlier award shallwill be ignored and the later award shallwill be deemed to have been granted at the same time as the earlier award.
• 9.4 10.4 Where an individual is granted two awards on terms that the exercise/Vesting of one will automatically result in a reduction to the extent to which the other may be exercised/Vest and vice versa, then for the purposes of this rule 109 it shallwill only be necessary to take into account that number of Shares which could be acquired in respect of those awards having regard to those terms.
• 9.5 10.5 The Committee must not grant an Award (other than a Recruitment Award) which would cause the aggregate Market Value of:
  • 9.5.1 10.5.1 the Shares subject to that Award; and
  • 9.5.2 10.5.2 the Shares which the relevant Participant may acquire pursuant to any other Award granted under the Plan (excluding any Recruitment Awards) in respect of the same financial year of the Company

to exceed 300 per cent. of that Participant's then current base salary.

For the purposes of this rule 10.59.5 only, "Market Value" means: (i) the closing middle-market quotation of a Share on the Business Day before the Award Date, or (ii) if the Committee so determines, the average of the closing middle-market quotations of a Share (taken from the Daily Official List of the London Stock Exchange) over a period determined by the Committee not exceeding the period of five Business Days ending with the Business Day before the Award Date (or such other date as the Committee may determine) provided that such Business Day(s) do not fall within any period when Dealing Restrictions apply, or (iii) if the Committee so determines, the average of the closing middle-market quotations of a Share over a period determined by the Committee not exceeding the period of five Business Days ending with the Business Day before the Award Date (or such other date as the Committee may determine) on the Relevant Exchange on which such Shares are listed, provided that such Business Day(s) do not fall within any period when Dealing Restrictions apply.

10. 11. Terms of employment

• 10.1 11.1 For the purposes of this rule, "Employee" means any employee of a Member of the Group.
• 10.2 11.2 This rule applies during an Employee's employment and after the termination of an Employee's employment, whether or not the termination is lawful.
• 10.3 11.3 Nothing in the rules or the operation of the Plan forms part of the contract of employment of an Employee. The rights and obligations arising from the employment relationship between the Employee and his employer are separate from, and are not

affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment.

• 10.4 11.4 No employee has a right to participate in the Plan. Participation in the Plan or the grant of Awards on a particular basis in any year does not create any right to or expectation of participation in the Plan or the grant of Awards on the same basis, or at all, in any future year.
• 10.5 11.5 The terms of the Plan do not entitle the Employee to the exercise of any discretion in his favour.
• 10.6 11.6 The Employee will have no claim or right of action in respect of any decision, omission or discretion, which may operate to the disadvantage of the Employee even if it is unreasonable, irrational or might otherwise be regarded as being in breach of the duty of trust and confidence (and/or any other implied duty) between the Employee and his employer.
• 10.7 11.7 No Participant has any right to compensation for any loss in relation to the Plan, including any loss in relation to:
  • 10.7.1 11.7.1 any loss or reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment);
  • 10.7.2 11.7.2 any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any failure to exercise a discretion or take a decision;
  • 10.7.3 11.7.3 the operation, suspension, termination or amendment of the Plan.
• 10.8 11.8 Participation in the Plan is permitted only on the basis that the Participant accepts all the provisions of the rules, including this rule. By participating in the Plan, an Employee waives all rights under the Plan, other than the right to acquire Shares subject to and in accordance with the express terms of the Plan and any Performance Conditions or other conditions, in consideration for, and as a condition of, the grant of an Award under the Plan.
• 10.9 11.9 Nothing in this Plan confers any benefit, right or expectation on a person who is not an employee. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Plan. This does not affect any other right or remedy of a third party which may exist.
• 11. 12. General
• 11.1 12.1 Rights

AExcept as specified in the Forfeitable Share Agreement applicable to a Forfeitable Award, a Participant shallwill not be entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to an Award until the Shares are issued or transferred to the Participant has received the underlying Shares as a result of the Vesting or Release of a Conditional Award or the exercise of an Option or, in the case of a Forfeitable Award, the Participant has been notified that the Shares subject to that Forfeitable Award are no longer subject to the Forfeitable Share Agreement.

11.2 12.2 Transfer

A Participant may not transfer, assign or otherwise dispose of an Award or any rights in respect of it. If he does, whether voluntarily or involuntarily, then it will immediately lapse. This rule 12.211.2 does not apply to the transmission of an Award on the death of a Participant to his personal representatives.

11.3 12.3 Not pensionable

None of the benefits received under the Plan is pensionable.

11.4 12.4 Committee's decisions final and binding

The decision of the Committee on the interpretation of the Plan or in any dispute relating to an Award or matter relating to the Plan will be final and conclusive.

11.5 12.5 Documents sent to shareholders

The Company may (but is not obliged to) send to Participants copies of any documents or notices normally sent to the holders of its Shares.

11.6 12.6 Costs

The Company will pay the costs of introducing and administering the Plan. The Company may ask a Participant's employer to bear the costs in respect of an Award to that Participant.

11.7 12.7 Regulations

The Committee has the power from time to time to make or vary regulations for the administration and operation of the Plan but these must be consistent with its rules.

11.8 12.8 Employee trust

The Company and any Subsidiary may provide money to the trustee of any trust or any other person to enable them or him to acquire Shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent permitted by Chapter 2 of Part 18 of the Companies Act 2006.

11.9 12.9 Data protection

11.9.1 12.9.1 During the Participant's participation in the Plan, the Company will have access to and process, or authorise the processing of, personal data (as defined in the Data Protection Act 2018, the EU General Data Protection Regulation 5419/16 including in such form as incorporated into the law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended) and any regulations thereunder and/or any implementing legislation (together, the "Data Protection Laws")) held and controlled by any Member of the Group and relating to employees or customers of any Member of the Group, or other individuals. Each Member of the Group will comply with the terms of the Data Protection Laws and the Company's Internal Data Protection Policy issued from time to time, in relation to such data.

11.9.2 12.9.2 Any Member of the Group and its employees and agents may from time to time hold, process and disclose Participants' personal data in accordance with the terms of the Company's Employee Privacy Notice and Internal Data Protection Policy in force from time to time. The current versions of the applicable notice and policy are available on the Company's intranet.

11.10 12.10 Consents

All allotments, issues and transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in the United Kingdom or elsewhere. The Participant will be responsible for complying with any requirements he needs to fulfil in order to obtain or avoid the necessity for any such consent.

11.11 12.11 Articles of association

Any Shares acquired under the Plan are subject to the articles of association of the Company from time to time in force.

11.12 12.12 Listing

If and so long as the Shares are admitted to listing and/or for trading on a Relevant Exchange, the Company will apply for any Shares issued and allotted under the Plan to be so admitted as soon as practicable.

11.13 Enforceability of provisions

By accepting an Award, the Participant agrees that:

• 11.13.1 the Plan rules (and in particular rule 4.9) are fair and reasonable for the protection of the Company's interests;
• 11.13.2 if it should be found that any Plan rule is void as a result of going beyond what is fair and reasonable in all the circumstances, and if by deleting or amending part of the wording of that rule it would not be void, the rule will apply with such deletion and/or amendment as may be necessary to make it valid and enforceable; and

11.13.3 all other Plan rules will remain in full force and effect.

11.14 12.13 Notices

• 11.14.1 12.13.1 Save as otherwise provided in this Plan any notice or communication to be given to any person who is or will be eligible to be a Participant may be:
  • (i) delivered by electronic mail and it shallwill be deemed to have been received upon electronic confirmation of such delivery; or

(ii) personally delivered or sent by ordinary post to his last known address and where a notice or communication is sent by post it shallwill be deemed to have been received 48 hours after the same was put into the post properly addressed and stamped.

Share certificates and other communications sent by post will be sent at the risk of the recipient concerned and neither the Company nor any of its Subsidiaries shallwill have any liability whatsoever to any such person in respect of any notification, document, share certificate or other communication so given, sent or made.

11.14.2 12.13.2 Any notice to be given to the Company or the Trustees shallwill be delivered or sent to the Company at its registered office, marked for the attention of the Company Secretary, and shallwill be effective upon receipt. The Committee may make other arrangements to receive notices.

12. 13. ChangingAmending the Plan and termination

12.1 13.1 Committee's powers

Except as described inSubject to the rest of this rule 1312, the Committee may at any time changeamend the Plan orand the terms of anany Award in any way.

12.2 13.2 Shareholder approval

• 12.2.1 13.2.1 Except as described inSubject to rule 13.2.212.2.2, the Company in general meeting's shareholders must approve in advance by ordinary resolution any proposed changeamendment to the Plan or an Award to the advantage of present or future Participants, which relates to the following:
  • (i) the persons to or for whom Shares or cash may be provided under the Plan;
  • (ii) the limitationslimits on the number of Shares which may be issued or transferred from treasury under the Plan;
  • (iii) the maximum entitlement for any Participant;
  • (iv) (iii) the basis for determining a Participant's entitlement to, and the terms of, Shares or cash provided under the Plan;
  • (v) (iv) the rights of a Participant in the event of a capitalisation issue, rights issue or open offer, sub-division or consolidation of shares or reduction of capital or any other variation of the equity share capital of the Company; or
  • (vi) (v) the terms of this rule 13.2.112.2.1.
• 12.2.2 13.2.2 The Committee can changemay amend the Plan or the terms of any Award and need not obtain the approval of the Company in general meeting's shareholders for any minor changes:
• (i) to benefit the administration of the Plan;
• (ii) to comply with or take account of the provisions of any proposed or existing legislation; or
• (iii) to obtain or maintain favourable tax, exchange control or regulatory treatment of the Company, any Subsidiary or any present or future Participant; or

(iv) any permitted alteration to the Performance Conditions or other conditions imposed under rule 1.5.

12.3 13.3 Participant consent

If the Committee proposes an amendment (other than a permitted alteration to the Performance Conditions or other conditions imposed under rule 1.5) which would be to the material disadvantage of Participants in respect of subsisting rights under the Plan, then:

• 12.3.1 13.3.1 the Committee shallwill invite each so disadvantaged Participant to indicate whether or not they approve the amendment; and
• 12.3.2 13.3.2 such amendment shallwill only take effect if the majority (assessed by reference to the size of affected Awards) of the Participants who respond to an invitation made in accordance with rule 13.3.112.3.1 consent to the amendment.

12.4 13.4 Notice

The Committee may (but is not obliged to) give written notice of any changes made to any Participant affected.

13. 14. Governing law and jurisdiction

English law governs the Plan and all Awards and their construction. The English Courts have non-exclusive jurisdiction in respect of disputes arising under or in connection with the Plan or any Award.