senior

Notice of Annual General Meeting

This document is important and requires your immediate attention

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant or other professional adviser.

If you have sold or otherwise transferred all of your shares, please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer, so that they can pass these documents to the person who now holds the shares.

Senior plc

(incorporated and registered in England and Wales under number 00282772)

Registered Office:

59/61 High Street

Rickmansworth

Hertfordshire WD3 1RH

United Kingdom

CHAIR'S INTRODUCTION

2 March 2026

Dear Shareholder

Annual General Meeting – Friday 8 May 2026

I am pleased to announce that the Annual General Meeting ("AGM") of Senior plc (the "Company") will be held at Senior plc, 59/61 High Street, Rickmansworth, Hertfordshire, WD3 1RH on Friday 8 May 2026 at 11.30 am. The formal Notice of Meeting appears on page 3 of this circular, together with an explanation of the main resolutions to be presented to the AGM. A separate proxy form for use at the AGM is enclosed with this circular.

Resolutions

You will be invited to consider and vote on the Resolutions set out in the Notice of Meeting. Resolutions 17 to 20 (inclusive) will be proposed as special resolutions; all other resolutions will be proposed as ordinary resolutions.

Whether or not you propose to attend the AGM, if you will be appointing a proxy or proxies please complete and submit a proxy form in accordance with the instructions printed on the enclosed form. The proxy form must be received not less than 48 hours before the time of the holding of the AGM.

Inspection of documents

The following documents will be available for inspection at the Registered Office of the Company and the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY during normal business hours on any weekday (Saturdays, Sundays, English and Welsh public holidays excepted) from the date of this Notice until the time of the AGM:

copies of the executive Directors' service contracts;
copies of letters of appointment of the non-executive Directors; and
draft updated Rules of the Senior plc 2006 Savings-Related Share Option Scheme.

All the above documents will also be on display at the venue of the AGM: Senior plc, 59/61 High Street, Rickmansworth, Hertfordshire, WD3 1RH, for at least 15 minutes prior to and during the AGM.

Recommendation

The Directors consider that all the resolutions to be put to the AGM are in the best interests of the Company and its shareholders as a whole. Your Board will be voting in favour of them and unanimously recommends that you do so as well.

Yours faithfully

Ian King

Chair

Senior plc Notice of Annual General Meeting 2026

NOTICE OF MEETING

Notice is hereby given that the Annual General Meeting ("AGM") of the Company will be held at Senior plc, 59/61 High Street, Rickmansworth, Hertfordshire, WD3 1RH on Friday 8 May 2026 at 11.30 am for the transaction of the following business:

Ordinary business

1 Adoption of Annual Report & Accounts, including supplementary Reports and Financial Statements 2025

That the Reports of the Directors and the Auditor's Report, including supplementary Reports and Financial Statements, for the year ended 31 December 2025 be adopted.

2 Approval of Directors' Remuneration Report

That the Directors' Remuneration Report, contained within the Directors' Report, be approved.

3 Declaration of a Final 2025 Dividend

That the final dividend of 2.15 pence per share, as recommended by the Directors, be approved.

Resolutions 4 to 12

In compliance with the UK Corporate Governance Code, all Directors are offering themselves for election or re-election.

4 Election of Director – Graham Oldroyd

That Graham Oldroyd be elected as a Director of the Company.

5 Re-Election of Director – Ian King

That Ian King be re-elected as a Director of the Company.

6 Re-Election of Director – Alpna Amar

That Alpna Amar be re-elected as a Director of the Company.

7 Re-Election of Director – Zoe Clements

That Zoe Clements be re-elected as a Director of the Company.

8 Re-Election of Director – Barbara Jeremiah

That Barbara Jeremiah be re-elected as a Director of the Company.

9 Re-Election of Director – Rajiv Sharma

That Rajiv Sharma be re-elected as a Director of the Company.

10 Re-Election of Director – David Squires

That David Squires be re-elected as a Director of the Company.

11 Re-Election of Director – Joe Vorih

That Joe Vorih be re-elected as a Director of the Company.

12 Re-Election of Director – Mary Waldner

That Mary Waldner be re-elected as a Director of the Company.

13 Re-Appointment of Auditor

That KPMG LLP be re-appointed as Auditor of the Company until the conclusion of the next AGM.

14 Auditor's Remuneration

That the Directors be authorised to determine the remuneration of the Auditor.

Special business

15 Renewal of authority for the Senior plc Savings-Related Share Option Scheme

That the Directors be authorised to alter the rules of the Senior plc Savings-Related Share Option Scheme to permit options to be granted under that scheme for a further period of 10 years from the date of the meeting.

16 Authority to allot equity securities

That the Board be generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:

a) up to a nominal amount of £13,980,000 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such sum); and

b) comprising equity securities (as defined in Section 560(1) of the Companies Act 2006) up to a nominal amount of £27,961,000 (such amount to be reduced by any allotments or grants made under paragraph (a) above) in connection with an offer by way of a rights issue:

i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

ii. to holders of other equity securities as required by the rights of those securities, or as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authorities to apply until the end of next year's Annual General Meeting (or, if earlier, until the close of business on 30 June 2027) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

Senior plc Notice of Annual General Meeting 2026

NOTICE OF MEETING continued

17 Authority to disapply pre-emption rights (Special Resolution)

That if Resolution 16 is passed, the Board be given power to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be limited:

a) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Resolution 16, by way of a rights issue only):

i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
ii. to holders of other equity securities, as required by the rights of those securities or, as the Board otherwise considers necessary,

b) in the case of the authority granted under paragraph (a) of Resolution 17, and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under paragraph (a) above) of equity securities or sale of treasury shares up to a nominal amount of £4,194,000;
c) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) of Resolution 17) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Board determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such power to apply until the end of next year's Annual General Meeting (or, if earlier, until the close of business on 30 June 2027) but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

18 Authority to disapply pre-emption rights (acquisition or capital investment) (Special Resolution)

That, subject to the passing of Resolution 16, the Directors be authorised, in addition to any authority granted under Resolution 17, to allot equity securities (as defined in Section 560(1) of the Companies Act 2006) for cash under the authority given by Resolution 16 and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 of the Act did not apply to any such allotment or sale, provided that such power be:

a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £4,194,000 used only for the purposes of financing (or refinancing, if the authority is to be used within twelve months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-emption Rights most recently published by the Pre-Emption Group prior to the date of this notice; and
b) limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

Senior plc Notice of Annual General Meeting 2026

NOTICE OF MEETING continued

19 Authority to purchase the Company's own shares (Special Resolution)
That the Company be generally and unconditionally authorised for the purposes of Section 701 of the Companies Act 2006 to make one or more market purchases (within the meaning of Section 693(4) of that Act) of ordinary shares of 10p each in the capital of the Company on such terms and in such manner as the Directors may from time to time determine provided that:

a) the maximum number of ordinary shares to be purchased is 41,940,000;
b) the minimum price which may be paid for each ordinary share (exclusive of expenses) is 10p;
c) the maximum price which may be paid for each ordinary share is the highest of:

i. an amount equal to 105% of the average market value of an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and
ii. the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out;

d) this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2027 (or, if earlier, on 30 June 2027) but during this period the Company may agree to purchase ordinary shares where the purchase of the ordinary shares will or may be completed or executed wholly or partly after the expiry of such authority and may make a purchase of ordinary shares pursuant to any such agreement as if the authority had not ended.

20 14-day notice period for General Meetings (Special Resolution)
That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

Ordinary business

Explanatory notes on all the business to be considered at this year's AGM appear on pages 6 to 11 of this document.

Yours faithfully

By order of the Board

Andrew Bodenham
Group Company Secretary

Senior plc Notice of Annual General Meeting 2026

EXPLANATORY NOTES ON THE RESOLUTIONS

The notes on the following pages give an explanation of the proposed resolutions

Resolutions 1 to 16 inclusive are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 17 to 20 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Only those Members registered on the Register of Members of the Company as at 6.30 pm on Wednesday 6 May 2026 (or in the event of any adjournment, on the date which is two working days before the time of the adjourned meeting) shall be entitled to attend and vote at the AGM in respect of the number of shares registered in their name at that time. Changes to entries on the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

Any Member entitled to attend and vote at the AGM will be entitled to appoint a proxy to attend and to vote in his/her place. Instructions on how to appoint a proxy can be found on pages 13 to 15. A proxy need not be a Member of the Company. Completion and return of a proxy form will not however preclude a Member from attending and voting at the AGM if otherwise eligible.

Resolution 1 Adoption of the Annual Report & Accounts, including supplementary Reports and the Financial Statements 2025

Resolution 2 Approval of the Directors' Remuneration Report

The Directors are required to prepare an annual report detailing the remuneration of the Directors and a statement by the Chair of the Remuneration Committee (together the "Directors' Remuneration Report"). The Company is required to seek shareholders' approval in respect of the contents of this report on an annual basis. The vote is an advisory one.

The Directors' Remuneration Report is set out on pages 100 to 116 of the Annual Report & Accounts 2025.

Resolution 3 Declaration of a Final 2025 Dividend as recommended by the Directors

If shareholders approve the recommended final dividend of 2.15 pence per share, this will be paid on 29 May 2026 to all ordinary shareholders who were on the Register of Members on 1 May 2026.

Resolutions 4 to 12

In compliance with the UK Corporate Governance Code, all Directors are offering themselves for election or re-election.

Each Director seeking election or re-election underwent an annual performance evaluation by other members of the Board. Having given regard to the diversity of Directors' skills, business acumen and experience, the Board remained satisfied that all Directors contributed effectively to the running of the Company and have demonstrated commitment to the role. The Board recommends that it is in the interests of the Company that Graham Oldroyd be elected, and Ian King, Alpna Amar, Zoe Clements, Barbara Jeremiah, Rajiv Sharma, David Squires, Joe Vorih and Mary Waldner be re-elected, so that they may continue in their roles as Directors.

Senior plc Notice of Annual General Meeting 2026

EXPLANATORY NOTES ON THE RESOLUTIONS continued

Resolution 4 Election of Director – Graham Oldroyd

Graham Oldroyd joined the Board on 28 May 2025. Graham was Chairman at Ideal Standard International NV, a non-executive director of PHS Group Investments Ltd, Nobina AB and Henderson Alternative Strategies Trust plc. He was a partner and Head of Manufacturing and Industrial Investments at European private equity fund manager Bridgepoint Capital. He is a Chartered Engineer, a Fellow of the Institution of Mechanical Engineers, and a Member of the Chartered Institute for Securities & Investment. The Board considers Graham Oldroyd independent.

Graham is a non-executive director of Videndum plc, the Chairman of The Global Smaller Companies Trust PLC, a member of the Supervisory Board of MCF Corporate Finance GmbH and Chairman of MCF Ltd.

Skills, Experience and Specific Contribution to the Company's Long-Term Success
Graham has a strong engineering background complemented by public company and broad private equity experience, particularly in industrial and manufacturing sectors. His track record in transforming international mid-market industrial businesses and creating long-term shareholder value will enable him to make valuable contributions to Board discussions.

Resolution 5 Re-election of Director – Ian King

Ian King joined the Board on 13 November 2017 as a non-executive Director and became Chair in April 2018. Throughout a longstanding career, Ian has held many senior management and directorship roles, including finance, executive management, customer support and strategic planning. Ian joined Marconi in 1976 and held a number of roles with them. He was Chief Executive of Alenia Marconi when Marconi and British Aerospace merged in 1999 to form BAE Systems plc. He then became Group Strategy and Planning Director of BAE Systems; Ian was its Chief Executive from 2008 until his retirement in June 2017. He was also the senior independent director of Rotork plc until June 2014. He is also a fellow of the Chartered Institute of Management Accountants. The Board considered Ian King to be independent upon his appointment as Chair.

Ian is a non-executive director of Schroders plc, the lead non-executive director of the Department for Transport, a non-executive director of High Speed Two (HS2) Limited, and is a senior adviser at Gleacher Shacklock LLP.

Skills, Experience and Specific Contribution to the Company's Long-Term Success
Ian has had a distinguished executive career in the defence sector. He has a wealth of experience in many senior management and directorship roles, including finance, executive management, customer support and strategic planning.

Ian leads the Board in defining the strategy of the Group and driving the Company's vision to produce sustainable growth in operating profit, cash flow and shareholder value. Ian has relevant direct experience in Aerospace, a key element of Senior's strategy.

Resolution 6 Re-Election of Director – Alpna Amar

Alpna joined the Senior plc Board in April 2025 as an Executive Director and became Group Chief Financial Officer in May 2025. Alpna joined Senior from Kier Group plc where she was the Corporate Development Director and a member of the Executive Committee. Prior to joining Kier, Alpna held a series of increasingly senior roles in the Industrial sector, including at TI Fluid Systems plc and also International Automotive Components Group, SA. Earlier in her career, Alpna spent approximately 10 years advising listed companies, private equity and lenders on financial and operational change and executing it on their behalf. Alpna is a Chartered Accountant.

Alpna is also a non-executive director of Chemring Group PLC.

Skills, Experience and Specific Contribution to the Company's Long-Term Success
Alpna has extensive corporate, operational and commercial finance, strategy, M&A and investor relations experience, in both corporate and consulting positions. She also brings a wealth of experience in Senior's end markets and a strong track record of helping to enhance shareholder value. The Board is confident that Alpna will continue to make a valuable contribution to Senior and its stakeholders.

Resolution 7 Re-election of Director – Zoe Clements

Zoe Clements joined the Board in September 2024. Prior to joining Senior, Zoe held non-executive director roles in a range of consumer, retail, leisure, healthcare and professional service companies.

Zoe is a non-executive director of Pantheon International Plc and JP Morgan Emerging Markets Investment Trust plc. Zoe is also a Trustee of the Money and Mental Health Policy Institute, a Non-Executive Adviser for Travers Smith LLP and a Board Member of the Audit Committee Chairs' Independent Forum. Zoe has qualified as a Chartered Accountant with PwC and is a fellow of the Institute of Chartered Accountants. The Board considers Zoe independent.

Skills, Experience and Contribution to the Company's Long-Term Success
Zoe is an investment, private equity and finance professional with over 15 years of board experience, and over 25 years of executive experience, notably in a private equity context. Zoe's direct experience in complex investment and finance roles across a variety of industries complements the current Board and is invaluable to Senior's continued development.

Senior plc Notice of Annual General Meeting 2026

EXPLANATORY NOTES ON THE RESOLUTIONS continued

Resolution 8 Re-election of Director – Barbara Jeremiah
Barbara Jeremiah was appointed to the Board on 1 January 2022. Barbara is a US citizen and has over 30 years’ experience with Alcoa Inc, in a number of positions, including Executive Vice President, Corporate Development and Chairman’s Counsel. She was formerly Chairwoman of Boart Longyear Limited and a non-executive director of Premier Oil plc and Russel Metals Inc. Barbara was a non-executive director and Remuneration Committee Chair of Aggreko plc from March 2017 to August 2021. Barbara is the Chair of the Remuneration Committee and the Senior Independent non-executive Director. The Board considers Barbara Jeremiah independent.

Barbara is the Chair of The Weir Group PLC and is also the Senior Independent Director of Johnson Matthey Plc.

Skills, Experience and Specific Contribution to the Company’s Long-Term Success
Barbara’s extensive experience in a number of Senior’s key markets as an executive and non-executive Director complements those of the existing members of the Board.

Resolution 9 Re-election of Director – Rajiv Sharma

Rajiv Sharma was appointed to the Board on 1 January 2019. Rajiv has significant experience working in blue chip global industrial companies. His work experience includes commercial, manufacturing, supply chain, M&A, strategy development, digital and general management across Americas, Europe and Asia. During his career, he has grown businesses, done turnarounds and built world class teams. Investing in talent and technology has been a key enabler to business success. His experience includes developing and executing winning strategies for long term success. Rajiv was previously the Chief Executive Officer at Coats Group plc. Before this, he held senior roles in various companies including Honeywell, GE and Shell. The Board considers Rajiv Sharma independent.

Rajiv is the Chief Executive Officer of Archroma Singapore Pte. Ltd and a non-executive director of Raymond Lifestyle Limited.

Skills, Experience and Specific Contribution to the Company’s Long-Term Success
Rajiv has had a long career running and growing multinational companies across the world, particularly in South East Asia. His background in mechanical engineering means that he brings operational and technical understanding to the Board’s discussions. His experience of developing and executing growth strategy makes his contribution to delivering the Company’s long-term success an important one.

Resolution 10 Re-election of Director – David Squires

David Squires joined the Board on 1 May 2015 and was appointed Group Chief Executive Officer on 1 June 2015. David started his career in the oil industry working for Shell; however, most of his working life has been spent in the Aerospace Industry, initially with Hughes Aircraft Company (now Raytheon), then GEC-Marconi/BAE Systems, Eaton Corporation, and Cobham plc, before joining Senior plc. Prior to joining Senior plc, David was Chief Operating Officer of Cobham plc.

David was appointed as a non-executive director of Mpac Group plc on 1 October 2025.

Skills, Experience and Specific Contribution to the Company’s Long-Term Success
David is a graduate in business management, Fellow of the Chartered Institute of Purchasing and Supply and Fellow of the Royal Aeronautical Society. He has held senior posts in operations and supply chain, business development, programme management and general management.

David has a long-established career in manufacturing, for the most part having specialised in the aerospace sector. He brings extensive knowledge of the aerospace industry, other industrial markets and broad international experience, as well as understanding of supply chain and business development, to the Board. David has been the guiding force in driving the Group’s vision and operating in a safe and ethical manner.

Resolution 11 Re-Election of Director – Joe Vorih

Joe Vorih joined the Board on 1 January 2024. Joe was previously the President of HBK, a division of and key platform business within Spectris plc. Prior to that, he worked for Clarcor Corporation, a NYSE listed business delivering filtration solutions; Stanadyne Corporation, a private-equity owned global fuel injection maker; and Danaher Corporation, also a US listed global business in industrial, test and medical equipment. Joe was also a Board Director of Muth Mirror Systems, a specialised automotive supplier.

Joe is the Group Chief Executive Officer of Genuit plc, a leading provider of sustainable water, climate and ventilation products and systems. He is also a partner in Rocky Neck Partners, LLC. The Board considers Joe independent.

Skills, Experience and Specific Contribution to the Company’s Long-Term Success
Joe brings broad international engineering expertise in the automotive, aerospace and industrial sectors where Senior operates. His experience in integrating businesses and managing businesses through transition and lean transformation – in both public and private equity environments – enables him to make valuable contributions to the Board.

Senior plc Notice of Annual General Meeting 2026

EXPLANATORY NOTES ON THE RESOLUTIONS continued

Resolution 12 Re-election of Director – Mary Waldner

Mary Waldner joined the Board on 1 December 2021. Mary was a non-executive director and Chair of the Audit and Risk Committee of Oxford Instruments plc. She gained experience working within the defence, security and energy markets during her time at Ultra Electronics Holdings plc, where she was Group Finance Director. She was also the Director of Group Finance at QinetiQ Group plc and Group Financial Controller of 3i Group plc. Earlier in her career, Mary held a number of senior roles within the aerospace and automotive sectors at British Airways and General Motors. Mary is the Chair of the Audit Committee and the Director designated to engage with the Group's employees.

Mary is Chief Financial Officer of Lloyd's Register, the global professional services company specialising in engineering and technology for the maritime industry. The Board considers Mary Waldner independent.

Skills, Experience and Specific Contribution to the Company's Long-Term Success
Mary's background and experience in finance and in the engineering sector complements the current Board membership and is invaluable in Senior's continued development.

Resolution 13 Re-appointment of KPMG LLP as Auditor of the Company

On 21 April 2017, KPMG LLP was appointed as the Group's external Auditor for the financial year commencing 1 January 2017. The Audit Committee has concluded that it is satisfied with the effectiveness of the external Auditor; as a consequence, the Board recommends that KPMG be re-appointed as Auditor in 2026.

Resolutions 14 Authority to determine the Auditor's Remuneration

Following best practice, this resolution seeks authority for the Audit Committee to determine the Auditor's remuneration.

Resolution 15 Renewal of authority for the Senior plc Savings-Related Share Option Scheme

The Senior plc Savings-Related Share Option Scheme (the "Scheme") provides a tax-advantaged way for UK employees to be encouraged to identify their interests with those of shareholders. The Scheme enables employees to save from pay within limits set by the Government (currently £500 per month over three or five years) to buy shares at up to 20% below their market value shortly before savings commence.

The authority granted by shareholders to operate the Scheme was last renewed for 10 years in 2016. The Board believes that the Scheme has been a success, and it is therefore proposed that authority should be given to continue to grant benefits under the Scheme for a further 10 years from the date of the 2026 AGM. The proposed authority would also renew the power granted to the Board (and contained in the rules of the Scheme) to establish similar arrangements for employees outside the UK.

It will continue to be the case that new issue and treasury shares allocated over a period of 10 years to provide benefits under the Company's share schemes may not exceed 10% of its issued ordinary share capital.

A summary of the Scheme is set out on page 12. In accordance with the UK Listing Rule 13.8.11, copies of the draft rules of the Senior Savings-Related Share Option Scheme have been submitted to the national storage mechanism and are available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Senior plc Notice of Annual General Meeting 2026

EXPLANATORY NOTES ON THE RESOLUTIONS continued

Resolution 16 Authority to allot equity securities

Paragraph (a) of this resolution would give the Directors the authority to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares up to an aggregate nominal amount equal to £13,980,000 (representing 139,800,000 ordinary shares of 10p each).

This amount represents approximately one-third of the issued ordinary share capital of the Company as at 20 February 2026, the latest practicable date prior to publication of this Notice.

In line with guidance issued by The Investment Association, paragraph (b) of this resolution would give the Directors authority to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares in connection with a rights issue in favour of ordinary shareholders up to an aggregate nominal amount equal to £27,961,000 (representing 279,610,000 ordinary shares), as reduced by the nominal amount of any shares issued under paragraph (a) of this resolution. This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital of the Company as at 20 February 2026, the latest practicable date prior to publication of this Notice.

The authorities sought under paragraphs (a) and (b) of this resolution will expire at the earlier of 30 June 2027 (the last date by which the Company must hold an Annual General Meeting in 2027) or the conclusion of the Annual General Meeting of the Company held in 2027.

The Directors have no present intention to exercise either of the authorities sought under this resolution, except, under paragraph (a), to satisfy options under the Company's share option plans.

If they do exercise the authorities, the Directors intend to follow ABI recommendations concerning their use (including as regards to the Directors standing for re-election in certain cases).

As at the date of this Notice, no shares are held by the Company in treasury.

Special resolutions

Resolutions 17 to 20 will be proposed as special resolutions, which require a 75% majority of the votes to be cast in favour.

Resolutions 17–18 Disapplication of pre-emption rights

Resolutions 17 and 18 are to approve the disapplication of pre-emption rights. The passing of these resolutions would allow the Directors to allot shares for cash and/or sell treasury shares without first having to offer such shares to existing shareholders in proportion to their existing holdings.

The authority under Resolution 17 would be limited to: (a) allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those shares or as the Board considers necessary; (b) allotments or sales (otherwise than pursuant to (a) above) up to an aggregate nominal amount of £4,194,000 (representing 41,940,000 ordinary shares of 10p each) which represents approximately 10% of the Company's issued ordinary share capital as at 20 February 2026, (being the latest practicable date prior to the publication of this Notice); and (c) allotments or sales (otherwise than under paragraphs (a) and (b) above) up to an aggregate nominal amount of £838,800, which represents approximately 2% of the Company's issued ordinary share capital as at 20 February 2026, (being the latest practicable date prior to the publication of this Notice) to be used only for the purposes of making a follow-on offer to retail investors or existing investors not allocated shares in the offer.

Resolution 18 would give the Directors authority to (i) allot a further 10% of the issued ordinary share capital of the Company as at 20 February 2026, (being the latest practicable date prior to the publication of this Notice) for the purposes of financing a transaction which the Directors determine to be an acquisition or other capital investment contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice (the "Statement of Principles") and (ii) allot or sell shares (otherwise than under paragraph (i)) up to an aggregate nominal amount of £838,800, which represents approximately 2% of the Company's issued ordinary share capital as at 20 February 2026, (being the latest practicable date prior to the publication of this Notice) to be used only for the purposes of making a follow-on offer to retail investors or existing investors not allocated shares in the offer.

The disapplication authorities under Resolutions 17 and 18 are in line with guidance set out in the Statement of Principles. The Statement of Principles allows a board to allot shares for cash otherwise than in connection with a pre-emptive offer (i) up to 10% of a company's issued share capital for use on an unrestricted basis, (ii) up to a further 10% of a company's issued share capital for use in connection with an acquisition or specified capital investment announced either contemporaneously with the issue, or which has taken place in the preceding twelve-month period and is disclosed in the announcement of the issue and (iii) in the case of both (i) or (ii), up to an additional 2% in connection with a follow-on offer to retail investors or existing investors not allocated shares in the offer.

Senior plc Notice of Annual General Meeting 2026

EXPLANATORY NOTES ON THE RESOLUTIONS continued

The authority will expire at the earlier of 30 June 2027 (the last date by which the Company must hold an Annual General Meeting in 2027) or the conclusion of the Annual General Meeting of the Company held in 2027.

Resolution 19 Authority to purchase the Company's own shares

This resolution seeks authority for the Company to make market purchases of its own shares for cancellation, or to be held in treasury, up to a maximum of 41,940,000 shares representing approximately 10% of the issued ordinary share capital. The minimum price, exclusive of expenses, which may be paid for an ordinary share, is 10p. The maximum price, exclusive of expenses, which may be paid for an ordinary share is the highest of (i) an amount equal to 5% above the average market value for an ordinary share for the five business days immediately preceding the date of the purchase and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out. The Directors have no present intention of exercising the authority to make market purchases and the seeking of this authority should not be taken to imply that shares will be purchased. The Directors will exercise this authority only when they consider such purchase to be in the best interests of the Company, and of its shareholders generally, and could be expected to result in an increase in the earnings per share of the Company.

Shares purchased by the Company pursuant to this authority may be held in treasury or may be cancelled. The Directors will consider holding any ordinary shares the Company may purchase as treasury shares.

The Directors believe that it is in the best interests of shareholders that the Company should have the flexibility to make market purchases of its own shares. Options to subscribe for 16,571,070 equity shares in the Company are outstanding on 20 February 2026, representing 3.95% of the issued share capital at the time.

If the existing authority given at the 2025 Annual General Meeting and the authority now being sought by Resolution 19 were to be fully used, these would represent 4.94% of the Company's ordinary issued share capital.

Resolution 20 Notice period for general meetings

Members may give approval to shorten the notice period required for general meetings (other than Annual General Meetings) from 21 clear days to 14 clear days. At the Annual General Meeting of the Company held on 25 April 2025 shareholders approved the reduction of the notice period for general meetings (other than Annual General Meetings) to 14 clear days' notice.

In order to preserve this reduction, Resolution 20 seeks to renew this approval this year.

The approval will be effective until the Company's next Annual General Meeting, when it is intended that a similar resolution will be proposed.

In order to be able to call a general meeting on fewer than 21 clear days' notice in accordance with the Companies Act 2006, the Company must make a means of electronic voting available to all shareholders for that meeting. The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole.

It is intended that the authority granted by Resolutions 17 to 20 will be renewed annually.

Senior plc Notice of Annual General Meeting 2026

APPENDIX

Summary of principal terms of the Senior plc Savings-Related Share Option Sharesave (the "Scheme") as it is proposed to be amended.

Tax-advantaged Scheme

The Scheme is designed to qualify for reliefs from UK income tax available to certain savings-related share option schemes that offer broad-based participation.

Operation

Operation of the Scheme will be supervised by the Company's board of directors.

Eligibility

Employees and full-time directors of the Company and designated subsidiaries may participate. A qualifying period of service of up to five years may be required.

Grant of options

Participants enter into a HMRC approved savings contract, (under which monthly savings are made by deduction from pay over three or five years) and are granted options to buy ordinary shares in the Company at the end of the savings contract.

Shares over which options are granted will have a total option price that corresponds to the maturity proceeds of the savings contract.

Options may not be granted more than 10 years after shareholder approval at the 2026 Annual General Meeting of the directors' continued authority to operate the Scheme.

Individual participation

A participant's monthly savings under all savings contracts linked to options granted under sharesave schemes may not exceed the statutory maximum (currently £500). The Company may apply a lower limit.

Option price

The price per Share payable to exercise an option cannot be less 80 per cent. of the middle-market quotation of a Share on the London Stock Exchange (normally averaged over three dealing days shortly before options are granted). Options must be granted within 30 days of the earliest pricing day (which may not precede the last announcement of results by the Company).

Exercise of options

Options will normally be exercisable within six months of maturity of the related savings contract.

Early exercise may be permitted for a short period and to the extent of accumulated savings:

(a) on cessation of employment for "good leavers"; and
(b) following certain corporate events.

Options are not transferable, except on death. Options are not pensionable.

Overall Scheme limits

The Scheme may operate over new issue shares, treasury shares or shares purchased in the market.

In any ten calendar years, the Company may not issue (or grant rights to issue) more than 10 per cent of its issued ordinary share capital under the Scheme and any other employee share scheme it adopts.

Treasury shares count as new issue shares for this purpose unless institutional investor guidelines provide otherwise.

Variation of capital

The number of Shares under option and the option price may be adjusted for variations in the Company's ordinary share capital.

Rights attaching to Shares

Shares allotted under the Scheme will rank equally with shares then in issue (except for rights by reference to a record date before their allotment).

Alterations to the Scheme

The Scheme may be altered provided prior shareholder approval is obtained for alterations to the advantage of participants made to the rules governing eligibility, individual participation limits, limits on the issue of shares or the transfer of treasury shares, the basis for determining a participant's entitlement to, and the terms of, the shares to be acquired and the adjustment of options.

Shareholder approval will not, however, be required for minor alterations to benefit Scheme administration, to take account of legislative change or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for any group company.

International Schemes

The proposed shareholder authority will allow similar schemes to be established for employees outside the UK taking account of local tax, exchange control or securities laws (allowing the Company to continue to operate its current arrangements for such employees). Shares made available under such schemes will count against the Scheme limits on individual and overall participation.

Senior plc Notice of Annual General Meeting 2026

NOTES

Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the AGM. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Company's Registrars, Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. If you are appointing more than one proxy, please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the relevant box if the proxy appointment is one of multiple appointments being made. Multiple proxy appointments should be returned together in the same envelope. No proxy may be authorised to exercise votes which any other proxy has been authorised to exercise. A proxy need not be a shareholder of the Company. A proxy form which may be used to make such appointment and give proxy instructions accompanies this Notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact the Company Secretary at the Company's Registered Office or email [email protected].
To be valid, any proxy form or other instrument appointing a proxy must be received by post at the Registrars of the Company at the address below, no later than 11.30 am on Wednesday 6 May 2026: Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. A proxy form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. If the shareholder is a company, it may execute under its common seal, by the signature of a director and its secretary or two directors or other authorised signatories in the name of the company or by the signature of a duly authorised officer or attorney. In the case of joint holdings, any one holder may sign the proxy form. As an alternative to completing the hard copy proxy form, it is possible for you to submit your proxy votes online by going to Equiniti's Shareview website, www.shareview.co.uk, and logging in to your Shareview Portfolio. Once you have logged in, simply click 'View' on the 'My Investments' page and then click on the link to vote and follow the on-screen instructions. If you have not yet registered for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information. It is important that you register for a Shareview Portfolio with enough time to complete the registration and authentication processes.
The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in paragraph 8 below) will not prevent a shareholder from attending the AGM and voting in person if he/she wishes to do so.
Any person to whom this Notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 and 2 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.
As at Friday 20 February 2026 (being the latest practicable business day prior to the publication of this Notice) the Company's issued share capital consists of 419,418,082 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at Friday 20 February 2026 are 419,418,082.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (RA19) by 11.30 am on Wednesday 6 May 2026. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

Senior plc Notice of Annual General Meeting 2026

NOTES continued

CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST Personal Member, or sponsored member, or has appointed a voting service provider, to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrars. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11.30am on Wednesday 6 May 2026 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
Under Section 527 of the Companies Act 2006, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the Auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an Auditor of the Company ceasing to hold office since the previous Meeting at which annual accounts and reports were laid in accordance with Section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to the Company's Auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on a website.
Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
Any member attending the AGM has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the Meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.
A copy of this Notice, and other information required by Section 311A of the Companies Act 2006, can be found at https://www.seniorplc.com/investors/shareholder-information/annual-general-meeting.aspx. Members who have general queries about the AGM, or who wish to submit documents or information relating to proxies, should contact the Group Company Secretary on +44 (0)1923 714702 or at [email protected].
Under Section 338 and Section 338A of the Companies Act 2006, members meeting the threshold requirements in those sections have the right to require the Company (i) to give, to members of the Company entitled to receive the Notice of Meeting, notice of a resolution which may properly be moved and is intended to be moved at the Meeting and/or (ii) to include in the business to be dealt with at the Meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise), (b) it is defamatory of any person, or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than 27 March 2026, being the date six clear weeks before the Meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.

Senior plc Notice of Annual General Meeting 2026

NOTES continued

Voting on all resolutions at this year’s AGM will be conducted by way of a poll, rather than on a show of hands. The Board believes that a poll is more representative of shareholders’ voting intentions because it gives as many shareholders as possible the opportunity to have their votes counted (whether their votes are tendered by proxy in advance of, or in person at, the AGM). The result of the poll will be announced via Regulatory News Service and made available at https://www.seniorplc.com/investors/shareholder-information/annual-general-meeting.aspx as soon as practicable after the AGM.
In the case of joint holders, where more than one of the joint holders tenders a vote or purports to appoint a proxy, only the vote or appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s Register of Members in respect of the joint holdings (the first names being the most senior).
Personal data provided by shareholders during or in respect of the AGM will be processed according to Senior plc Shareholder Privacy Notice which is available at www.seniorplc.com/investors/shareholder-information/shareholder-privacy-notice.aspx.
For meetings held on or after 3 September 2020 where the company is a traded company, members have the right to request information to enable them to determine that their vote was validly recorded and counted. If you wish to receive this information, or have general enquiries about the AGM, please visit our Registrars, Equiniti, website at www.shareview.co.uk.
The investor section on our website includes financial news and other information, which we hope will be of interest to shareholders. If you would like to register to receive shareholder documents electronically in future, please visit https://www.seniorplc.com/investors/ms-alert-service.aspx.

Senior plc Notice of Annual General Meeting 2026

AGM LOCATION

Senior plc,
59/61 High Street,
Rickmansworth,
Hertfordshire, WD3 1RH

Senior plc Notice of Annual General Meeting 2026

HMRC Ref: SRS3090

THE SENIOR PLC 2006 SAVINGS-RELATED SHARE OPTION SCHEME

(UK SECTION)

Established by a resolution of the
Board of Directors of the Company
dated 15 September 2006, approved by an
ordinary resolution of the Company
passed on 5 October 2006, amended by a resolution of the
Board of Directors of the Company
dated 3 December 2015 and approved by an
ordinary resolution of the Company passed on 22 April 2016, amended by a resolution of the
Board of Directors of the Company
dated 3 December 2025 following approval by an
ordinary resolution of the Company passed on [ ] 2026

THE RULES OF THE SENIOR PLC 2006 SAVINGS-RELATED
SHARE OPTION SCHEME (UK SECTION)

CONTENTS

Page

INTERPRETATION AND CONSTRUCTION 5
1.1 Definitions 5
1.2 Construction 7
1.3 Governing law 8
PURPOSE 8
INDIVIDUAL LIMIT 8
INVITATIONS TO APPLY FOR OPTIONS 8
4.1 Timing of invitation 8
4.2 Invitation forms 9
4.3 Application forms 9
4.4 Manner of issue of invitations 9
4.5 Application for an Option 10
GRANT OF OPTIONS 10
5.1 Timing of grant 10
5.2 Excluded persons 10
5.3 Payment for an Option 10
5.4 Number of Shares under Option 10
5.5 Scaling down 10
5.6 Excess applications 11
5.7 Option certificates 11
EXERCISE PRICE 11
6.1 General 11
6.2 Dealing Days 12
RESTRICTIONS UPON EXERCISE 12
7.1 Employment with a Participating Company 12
7.2 Lapsing of Options 12
EXERCISE AND LAPSE OF AN OPTION 12
8.1 General 12
8.2 Death of a Participant 13
8.3 Cessation of employment - general 13
8.4 Cessation of employment - special circumstances 13
8.5 Employment by an associated company 14
8.6 [Intentionally blank] 14
8.7 Termination of Savings Contract 14

CHANGE IN CONTROL AND LIQUIDATION 14

9.1 Change in Control 14
9.2 Scheme of arrangement 15
9.3 Compulsory Purchase 15
9.4 Liquidation 15
9.5 Exercise in circumstances where Shares do not meet tax approval requirements 16
9.6 Overriding provision 16

SUBSTITUTE OPTIONS FOLLOWING CHANGE IN CONTROL 17

10.1 Application 17
10.2 Release of Options 17
10.3 The conditions 17
10.4 Period for release 18
10.5 Consequences of release 18

PROCEDURE ON EXERCISE 18

11.1 Partial exercise 18
11.2 Method of exercise 18
11.3 Payment 19
11.4 Time of exercise 19
11.5 Allotment or transfer of Shares 19
Rights of new Shares allotted
11.7 Listing 19

AVAILABILITY OF AUTHORISED CAPITAL 20
NON-TRANSFERABILITY OF OPTIONS 20
LOSS OF OFFICE 20
VARIATION OF CAPITAL 20

15.1 General 20
15.2 Adjustment of Options 20
15.3 Restrictions on adjustment 21
15.4 Notification of adjustment 21

GENERAL 21

16.1 Administration 21
16.2 Notices and circulars to shareholders 21
16.3 Costs and expenses 21

AMENDMENT AND TERMINATION 22

17.1 Power of amendment - general 22
17.2 Power of amendment - limitations 22
17.3 Power of amendment - exceptions 22
17.4 Notification of amendments 22
17.5 Termination 22

SCHEME LIMITS 23
18.1 General 23
18.2 10 per cent in 10 years for all schemes 23
18.3 Period of the Scheme 23
NOTICES 24
19.1 To Employees and Participants 24
19.2 To the Company and the Trustees 24

20 MISCELANEOUS 24
20.1 Data protection 24
20.2 Third parties 24
20.2 Benefits not pensionable 24

1. INTERPRETATION AND CONSTRUCTION

1.1 Definitions

(1) In this Scheme, the following expressions have the meanings given to them.

(2) The “Act” is the Income Tax (Earnings and Pensions) Act 2003.

(3) “Announcement Date” means the date of the announcement to the London Stock Exchange of the results of the Group for any period.

(4) The “Board” is the board of directors of the Company or a duly appointed committee of it.

(5) The “Bonus Date” is -

(i) in any case in which the Eligible Employee has elected that the Five-Year Bonus is to be taken into account in determining the number of shares comprised in ant Option, the earliest date upon which the Five-Year Bonus is payable, and

(ii) in any other case, the earliest date upon which the Three-Year Bonus is payable.

(6) The “Company” is Senior plc registered in England and Wales with No. 282772.

(7) “Control” has the meaning given to it by section 995 of the Income Tax Act 2007.

(8) The “Date of Grant” of an Option is the date on which it is granted.

(9) A “Dealing Day” is a day on which the London Stock Exchange is open for business.

(10) The “Eligible Employee” is every individual who at any Qualification Date -

(i) (a) is an employee¹ or Full-Time Director of a Participating Company, and

(b) has been, or will have been, such an employee or Full Time Director at all times during the Qualifying Period, and

(ii) is an employee or director of a Participating Company who has been nominated by the Board for the purpose.

¹ In various circumstances (including maternity, adoption and parental leave) an individual may be deemed to continue to be an employee while absent from work and with a statutory right to return to work pursuant to the Employment Rights Act 1996 (as amended) and regulations made pursuant to that Act.

(11) "Equity Share Capital" has the meaning given to it by section 548 of the Companies Act 2006.

(12) The "Exercise Price" is the price per Share payable on the exercise of an Option.

(13) The "Five-Year Bonus" is the bonus payable on or after the fifth anniversary of the starting date (as defined in the Savings Contract) of a Savings Contract subject to its completion.

(14) "Full-Time Director" means a director who is required to devote not less than 25 hours a week to his duties to the Group (exclusive of meal breaks).

(15) The "Grantor" is:

(i) the Board in respect of Options granted or to be granted by the Company; or
(ii) the Trustees in respect of Options granted or to be granted by the Trustees.

(16) The "Group" is the Company and its Subsidiaries and the expression "member of the Group" is to be construed accordingly.

(17) "HMRC" means Her Majesty's Revenue and Customs.

(18) "Holding Company" has the meaning given to it by section 1159 of the Companies Act 2006.

(19) The word "issue" means, in relation to Shares, the allotment and issue of Shares forming part of the authorised but unissued share capital of the Company; derivative expressions are to be construed accordingly.

(20) The "London Stock Exchange" means London Stock Exchange plc.

(21) An "Option" is a right to acquire Shares granted under this Scheme.

(22) A "Participant" is the Eligible Employee to whom an Option was granted or, following his death, his personal representative.

(23) A "Participating Company" is the Company and any Subsidiary of the Company of which the Company has Control and which has been nominated by the Board for the purposes of the Scheme.

(24) The "Qualification Date" is such date as the Board may select.

(25) "Qualifying Period" in relation to any Qualification Date means a period of 6 months (or such shorter period as the Board may from time to time decide) ending on that Qualification Date, provided that the period from the commencement of the Qualifying Period to the date upon which Options are granted pursuant to invitations made by reference to that Qualification Date may not be greater than five years.

(26) The "Rules" are the rules of this Scheme (as amended from time to time).

(27) "Savings Authority" means the person to whom contributions are payable under the terms of a Savings Contract.

(28) "Savings Contract" is a contract with a Savings Authority under a certified SAYE savings arrangement (within the meaning of section 703 of the Income Tax (Trading and Other Income) Act 2005 which has been approved by HMRC for the purposes of Schedule 3 to the Act) entered into or, as the context may require, to be entered into by an Eligible Employee in connection with the grant of an Option to him.

(29) The "Scheme" is The Senior plc 2006 Savings-Related Share Option Scheme (UK Section) constituted by the Rules.

(30) A "Share Incentive Scheme" is any scheme (other than a Share Option Scheme) for employees of the Group which has been approved by the Company in general meeting and provides for the subscription of Shares (or the transfer of Treasury Shares).

(31) A "Share Option Scheme" is any scheme for employees of the Group which has been approved by the Company in general meeting and provides for the grant of options to employees to acquire Shares.

(32) "Shares" are ordinary shares in the capital of the Company which comply with the conditions of paragraphs 18 to 20 (inclusive) and 22 of Schedule 3 to the Act

(33) "Subsidiary" has the meaning given to it by section 1159 of the Companies Act 2006.

(34) The "Three-Year Bonus" is the bonus payable on or after the third anniversary of the starting date (as defined in the Savings Contract) of a Savings Contract subject to its completion.

(35) "Treasury Shares" has the meaning given in Section 724 Companies Act 2006.

(35) The "Trustees" are the trustee or trustees for the time being of any employee benefit trust established for the benefit of beneficiaries including all or substantially all employees eligible to participate in the Scheme.

1.2 Construction

(1) Where the context so admits, any reference in the Scheme -

(i) to the singular includes the plural and vice versa, and
(ii) to the masculine includes the feminine.

(2) Any reference in the Scheme to an enactment includes the enactment as for the time being amended or re-enacted.

(3) Any reference in the Scheme to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted.

(4) The headings to the Rules and footnotes are for reference purposes only and shall not affect the meaning or construction of the Rules.

1.3 Governing law

This Scheme and any Option granted under it is to be governed by, and construed in accordance with, English law.

2. PURPOSE

The purpose of the Scheme is to provide, in accordance with Schedule 3 to the Act, benefits for employees and directors in the form of share options.

3. INDIVIDUAL LIMIT

The contribution payable by a Participant in any month under his Savings Contract -

(i) shall not, when added to the contribution payable in that month under any other savings contract linked to a scheme approved under Paragraph 25(3) Schedule 3 to the Act, which is currently £500 per month, and entered into by him at an earlier date, exceed such sum determined by the Board as may be permitted for the time being by Paragraph 25 Schedule 3 to the Act, and

(ii) shall not be less than £5 or such other sum not exceeding £10 as may be the minimum monthly contribution permitted under a Savings Contract at that time.

4. INVITATIONS TO APPLY FOR OPTIONS

4.1 Timing of invitation

(1) On any occasion on which the Board decides to operate the Scheme, the Grantor shall invite each person who will be or who was an Eligible Employee on the Qualification Date to apply for the grant of an Option.

(2) Subject to Rules 4.1.(3) and 4.1.(4), invitations may only be issued within the period starting three weeks before and ending six weeks after an Announcement Date.

(3) If shareholders of the Company authorise any alteration to the Scheme (including, but not limited to, extending that latest date on which invitations may be issued, or Options may be granted) invitations may be issued within such period after such authorisation as the Board may determine.

(4) In circumstances determined by the Board to be exceptional, invitations may be issued at times other than those provided for in Rule 4.1.(2) and Rule 4.1.(3) in which event such date as the Board may select shall be deemed for the purposes of the Rules to be the Announcement Date.

4.2 Invitation forms

(1) Invitations to apply for the grant of Options shall be in such form as the Grantor may decide but shall specify -

(i) the date (being a date not less than 14 days after the date upon which the invitation was issued) by which applications must be received by the Company,

(ii) the Exercise Price or, if the Exercise Price is not known, the Dealing Days by reference to which the Exercise Price will be determined,

(iii) the maximum monthly contribution (if any) for which applications will be accepted.

(2) Where the Exercise Price is not known when the invitation is issued, Eligible Employees shall be sent notification of the Exercise Price no less than 7 days prior to the date referred to in Rule 4.2(1)(i).

4.3 Application forms

The Grantor shall either issue with each invitation or shall make available to each Eligible Employee -

(i) a form of application for an Option containing such provisions as the Grantor may decide but including -

(a) an authority for the contributions under the Eligible Employee's Savings Contract to be deducted from his pay and remitted to the relevant Savings Authority on his behalf,

(b) an authority to the Grantor to make appropriate amendments to the forms mentioned in this Rule 4.3 having regard to the requirements of Rules 5.5 (Scaling down) and 5.6 (Excess applications), and

(c) in any case where the Board decides that Eligible Employees are to be given the choice, a statement as to whether the Eligible Employee wishes the Five-Year Bonus or the Three-Year Bonus to be taken into account in determining the number of Shares over which his Option is to be granted.

(ii) a form of application to enter into a Savings Contract with and subject to the rules of such Savings Authority as the Board may decide stating the amount of the monthly contribution which the Eligible Employee wishes to pay under that contract.

4.4 Manner of issue of invitations

The Grantor may issue invitations by means of notices on company notice boards, circulars to departmental managers or by such other method as the Board may decide.

4.5 Application for an Option

(1) Each Eligible Employee who wishes to apply for an Option must return or submit (whether electronically or otherwise) the forms referred to in Rule 4.3 to the Company or the Grantor (as specified in the invitation) duly completed by no later than the date specified by the Grantor. Unless the Board otherwise permits, Eligible Employees may not apply for more than one Option in response to any invitation.

(2) Where an Eligible Employee applies for more than one Option, he shall be deemed for the purposes of Rules 5.5 (Scaling down) and 5.6 (Excess applications) to have applied for a single Option.

5. GRANT OF OPTIONS

5.1 Timing of grant

(1) Subject as provided in Rules 5.5 and 5.6, within 30 days of the first Dealing Day used for the purposes of calculating the Exercise Price the Grantor shall either decide not to grant any Options or shall grant an Option to each Eligible Employee who has duly applied for an Option in accordance with Rule 4.5 (Application for an Option) and is not excluded under Rule 5.2.

(2) If Rule 5.5 or 5.6 applies, the Grantor may delay the grant of Options until the 42nd day after the first Dealing Day used for the purposes of calculating the Exercise Price.

5.2 Excluded persons

Notwithstanding Rule 5.1, the Grantor shall not grant an Option to a person who, at the Date of Grant, is not employed by a Participating Company.

5.3 Payment for an Option

No payment shall be required for the grant of an Option.

5.4 Number of Shares under Option

Subject as provided in Rules 5.5 and 5.6, the number of Shares over which an Option shall be granted to each Eligible Employee shall be the whole number (rounded down) obtained by dividing the amount payable to him under his Savings Contract (subject to its completion) on the expected Bonus Date by the Exercise Price.

5.5 Scaling down

If the total number of Shares over which Options would otherwise be granted to Eligible Employees on any Date of Grant would result in any limit imposed pursuant to Rule 18 (Scheme limits) being exceeded, the Grantor shall to the extent necessary to ensure that the relevant limit is not exceeded scale down applications as follows -

(i) first by deeming each election for any bonus to be included to be an election for no bonus to be included;

(ii) then by deeming each application for a five year Savings Contract to be an application for a three year Savings Contract;
(iii) then by reducing pro rata the excess over the minimum monthly contribution set under the Savings Contract at that time) chosen by each applicant,

or by such other method as may be approved by HMRC, but no application may be reduced to below £5 or such other sum as may be the minimum monthly contribution permitted under a Savings Contract at that time.

5.6 Excess applications

If following the operation of Rule 5.5 the number of Shares over which Options would otherwise be granted on the Date of Grant would still exceed any limit imposed pursuant to Rule 18 (Scheme limits), the Grantor may either -

(i) not grant any Options, or
(ii) after scaling down all applications as provided for in Rule 5.5, grant Options to such Eligible Employees as are selected by lot from amongst all the Eligible Employees who have duly applied for Options and are not excluded by Rule 5.2 each based on a monthly savings contribution of the minimum set in accordance with the Savings Contract and the inclusion of no bonus in the repayment under the Savings Contract.

5.7 Option certificates

The Grantor shall, as soon as practicable after the Date of Grant, issue to each Eligible Employee to whom it has granted an Option an option certificate which shall be in such form as the Grantor may decide including, for the avoidance of doubt, in electronic form by email or on an online portal providing the required information (provided that such option certificate shall comply with the requirements of Schedule 3 to the Act) but which shall specify the number of Shares over which the Option has been granted, the Exercise Price and the Date of Grant. If an option certificate becomes worn out, defaced, destroyed or lost, the Grantor shall replace it on such evidence being provided, and on such terms, as it may decide.

6. EXERCISE PRICE

6.1 General

The Exercise Price shall be determined by the Board (and in the case of Options granted by the Trustees, with the agreement of the Trustees) but shall not be less than the higher of -

(i) in the case of an Option to subscribe for Shares, the nominal value of a Share on the Date of Grant, and
(ii) an amount equal to 80 per cent. of the arithmetic average of 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 those two figures, as derived from the Daily Official List of the London Stock Exchange, for the three consecutive Dealing Days ending immediately prior to the date on which the invitation is issued or on three consecutive Dealing Days as specified in the invitation pursuant to which the Option was granted (provided that the Board may determine that the number of Dealing Days may be an alternative number (which may be one but may not exceed five) and provided further that no such Dealing Day shall fall before the Announcement Date last preceding the Date of Grant.

6.2 Dealing Days

The Date of Grant shall not be later than the 30th (or if Rule 5.5 (Scaling down) or Rule 5.6 (Excess applications) applies, the 42nd) day following the first of the Dealing Days referred to in Rule 6.1(ii).

7. RESTRICTIONS UPON EXERCISE

7.1 Employment with a Participating Company

Subject to Rules 8.2 (Death of a Participant), 8.4 (Cessation of employment - special circumstances) and 8.5 (Employment by an associated company) but notwithstanding any other Rule, neither a Participant nor his personal representatives may exercise his Option if, at the date of exercise or, as the case may be, the date of death, the Participant did not hold an office or employment with a Participating Company.

7.2 Lapsing of Options

(1) Where under any of the provisions of Rules 8 (Exercise and lapse of an Option), 9 (Change in Control and liquidation), 11.1 (Partial exercise) and 13 (Non-transferability of Options) a Participant's Option lapses, that Option shall cease to be exercisable thereafter notwithstanding any other provision of those Rules other than as referred to in (2) below.

(2) A Participant may release his Option in consideration of the grant of a new option in accordance with Rule 10 (Substitute Options following change in Control) within the time allowed by that Rule notwithstanding the provisions of Rule 9 (Change in Control and liquidation).

8. EXERCISE AND LAPSE OF AN OPTION

8.1 General

Subject to any provision in this Rule or Rule 9 (Change in Control and liquidation) providing for an Option to be exercised at an earlier time, a Participant may only exercise his Option in the period starting with the Bonus Date and ending six months after the Bonus Date and at the expiry of that period his Option shall, subject to Rule 8.2, lapse.

8.2 Death of a Participant

If a Participant -

(i) dies before the Bonus Date, his personal representatives may exercise his Option at any time within 12 months after the date of his death, or
(ii) dies on or within a period of six months after the Bonus Date, his personal representatives may exercise his Option at any time within 12 months after that Bonus Date,

And at the expiry of either period his Option shall lapse.

8.3 Cessation of employment - general

Except as permitted by Rules 8.2 and 8.4, where a Participant ceases to hold an office or employment with any Participating Company, his Option shall lapse².

8.4 Cessation of employment - special circumstances

(1) If a Participant ceases to hold an office or employment with any Participating Company by reason of -

(i) injury,
(ii) disability,
(iii) redundancy (within the meaning of the Employment Rights Act 1996),
(iv) retirement,
(iv) if the Participant holds office or is employed in a company which is an associated company (as defined in paragraph 35(4)) of the Company, that company ceasing to be an associated company of the Company by reason of a change of control (as determined in accordance with sections 450 and 451 of the Corporation Tax Act 2010), or
(vi) a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006,

² In various circumstances (including maternity, adoption and parental leave) an individual may have a statutory right to return to work pursuant to the Employment Rights Act 1996 (as amended) and regulations made pursuant to that Act. In such cases employment is not deemed to cease employment for the purposes of the Scheme until the individual ceases to have that statutory right. HMRC also permit similar treatment for those called for military service as a reservist. Teachers

he may exercise his Option at any time during the period of six months after the date on which he ceases to hold the office or employment and, subject to Rule 8.2, at the expiry of that period his Option shall lapse.

(2) If a Participant ceases to hold an office or employment with any Participating Company for any reason other than one justifying his summary dismissal any Option which, at the date of that cessation, he has held for more than three years may be exercised during the period of six months after the date of that cessation and, subject to Rule 8.2, at the expiry of that period his Option shall lapse. For the avoidance of doubt, a Participant's option shall immediately lapse upon summary dismissal.

8.5 Employment by an associated company

(1) For the purposes of Rules 8.3 and 8.4, where a Participant ceases to hold an office or employment with any Participating Company but continues to hold an office or employment with either -

(i) an associated company (within the meaning that this expression bears for the purposes of paragraph 35 of Schedule 3 to the Act) of the Company, or
(ii) a company under the Control of the Company,

then until such date as the Participant ceases to hold such an office or employment with any such company he shall not be treated as having ceased to hold an office or employment with any Participating Company and the period of six months referred to in Rule 8.4 shall not start until that date.

(2) If the Participant holds an office or employment on the Bonus Date with such a company as is mentioned in 8.5(1), he may exercise his Option at any time in the period commencing with the Bonus Date and ending six months after the Bonus Date and at the expiry of that period his Option shall, subject to Rule 8.2, lapse.

8.6 [Intentionally Blank]

8.7 Termination of Savings Contract

If a Participant gives, or under the terms of his Savings Contract is deemed to have given, notice to the relevant Savings Authority that he intends to stop paying contributions under his Savings Contract then, unless the relevant Option is then exercisable under this Rule or Rule 9 (Change in Control and liquidation), it shall thereupon lapse.

9. CHANGE IN CONTROL AND LIQUIDATION

9.1 Change in Control

(1) This Rule 9.1 applies if any person (either alone or together with any person acting in concert with him) obtains Control of the Company as a result of making a general offer:

(i) to acquire the whole of the issued ordinary share capital of the Company (excluding any such share capital already held by that person or any person acting in concert with him) which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or
(ii) to acquire all the shares in the Company that are of the same class as the Shares (excluding any Shares already held by that person or any person acting in concert with him).

(2) Each Participant may exercise his Option at any time and from time to time within the period of six months following such change of Control.

9.2 Scheme of arrangement

(1) This Rule 9.2 applies if under section 899 of the Companies Act 2006 the court sanctions a compromise or arrangement between the Company and its members affecting:

(i) the whole of the issued ordinary share capital of the Company; or
(ii) all shares in the Company that are of the same class as the Shares; or
(iii) all of the issued ordinary share capital of the Company, or all the shares of the Company that are the same class as the Shares, which are held by a class of shareholders identified otherwise than by reference to their employment or directorships or their participation in the Scheme.

(2) Each Participant may exercise his Option at any time and from time to time in the period starting with the date upon which the compromise or arrangement is sanctioned by the court and ending with the earlier of the date upon which it becomes effective and the date which is six months after the date on which it is sanctioned.
(3) Subject to Rule 10 (Substitute Options following change in Control), all Options shall lapse upon the compromise or arrangement becoming effective.

9.3 Compulsory Purchase

(1) If any person becomes bound or entitled to acquire Shares under sections 979 to 982 or 983 to 985 of the Companies Act 2006, each Participant may exercise his Option at any time when such person is bound or entitled to acquire Shares and at the end of that period all Options shall, subject to Rule 10 (Substitute Options following change in Control), lapse.

9.4 Liquidation

(1) Each Participant may exercise his Option in the period of six months after a resolution for the voluntary winding-up of the Company is passed; all Options shall lapse at the end of that period.

(2) Where a Participant exercises his Option in accordance with Rule 9.4(1), he shall be entitled to share in the assets of the Company with existing holders of Shares in the same manner as he would have been entitled had the Shares been registered in his name before the resolution was passed.

(3) Subject to Rule 9.4(1), all Options shall automatically lapse in the event of an effective resolution being passed or an order being made for the winding-up of the Company.

9.5 Exercise in circumstances where Shares do not meet tax approval requirements

(1) If, in consequence of an event set out in Rule 9.5.(3), the Shares no longer meet the requirements of Part 4 of Schedule 3 to the Act, Options may be exercised no later than 20 days after the date on which such event occurs, notwithstanding that the Shares no longer meet the requirements of Part 4 of Schedule 3 to the Act.

(2) If the Company reasonably expects an event set out in Rule 9.5.(3) to occur, the Company may make arrangements permitting Options to be exercised for a period of 20 days ending with the relevant event (or, in the case of Rule 9.5.(3)(iii), the date a person becomes so bound or entitled). If an Option is exercised under this rule 9.5.(2), it will be treated as having been exercised in accordance with rules 9.1 to 9.3. If the Company makes arrangements for the exercise of Options under this rule 9.5.(2):

(i) unless the Company determines otherwise any Option not exercised in accordance with those arrangements will lapse on the date of the relevant event; and

(ii) if the relevant event does not occur within 20 days of the date of purported exercise, the Option shall be treated as not having been exercised.

(3) The relevant events are:

(i) the event described in Rule 9.1.(1) above;

(ii) the event described in Rule 9.2.(1) above; or

(iii) a person obtains Control of the Company as a result of being bound or entitled to acquire Shares under sections 979 to 982 or 983 to 985 of the Companies Act 2006.

9.6 Overriding provision

(1) This Rule 9.6 applies if -

(i) the events referred to in this Rule 9 form part of an offer, scheme or arrangement as a result of which the Company will be under the Control of another company,

(ii) the persons who will own shares in the acquiring company immediately after the offer, scheme or arrangement will be substantially the same as the persons who

own shares in the Company immediately before the offer, scheme or arrangement, and

(iii) Participants are to be offered substitute options in accordance with Rule 10 (Substitute Options following change in Control).

(2) If a Participant holds an Option which is not then exercisable under the Rules (other than under this Rule 8) he shall not in the circumstances described in Rule 9.6(1) be entitled to exercise that Option under this Rule 9.

10. SUBSTITUTE OPTIONS FOLLOWING CHANGE IN CONTROL

10.1 Application

(1) This Rule 10 applies where a company (the “Acquiring Company”) obtains Control of the Company in the following circumstances -

(i) as a result of making a general offer to acquire the whole of the issued ordinary share capital of the Company (other than that which is already owned by it and/or by its Holding Company and/or by the Subsidiaries of it or of its Holding Company) made on a condition such that if it is satisfied the Acquiring Company will have Control of the Company, or

(ii) as a result of making a general offer to acquire all the Shares (or such of the Shares as are not already owned by it and/or by its Holding Company and/or by the Subsidiaries of it or of its Holding Company), or

(iii) in pursuance of a compromise or arrangement sanctioned by the court under section 899 of the Companies Act 2006.

(2) This Rule also applies if the Acquiring Company becomes bound or entitled to acquire shares in the Company under sections 979 to 982 or 983 to 985 of the Companies Act 2006.

10.2 Release of Options

With the agreement of the Acquiring Company and subject to the conditions referred to in Rule 10.3, a Participant may release his Option (the “Old Option”) in consideration of the grant to him of another option (the “New Option”).

10.3 The conditions

(1) The Old Option must be released and the New Option granted within the period mentioned in Rule 10.4.

(2) The New Option must be over shares in the Acquiring Company or some other company falling within paragraph 18(b) or 18(c) of Schedule 3 to the Act.

(3) The New Option must be over shares which comply with the conditions of paragraphs 18 to 20 (inclusive and 22 of Schedule 3 to the Act.

(4) The total market value of the Shares subject to the Old Option immediately before the release must be substantially the same as the total market value of the shares subject to the New Option immediately after the release. For this purpose, market value shall be determined in accordance with a method agreed by HMRC.

(5) The aggregate Exercise Price of the New Option immediately after the release must be substantially the same as the aggregate Exercise Price of the Old Option immediately before the release.

10.4 Period for release

(1) In a case falling within Rule 10.1(1)(i) or (ii), the period is six months starting with the time when the Acquiring Company obtains Control of the Company and every condition subject to which the offer is made is satisfied or waived.

(2) In a case falling within Rule 10.1.(1)(iii), the period is six months starting with the time when the court sanctions the compromise or arrangement.

(3) In a case falling within Rule 10.1.(2), it is the period during which the Acquiring Company remains bound or entitled to acquire shares in the Company.

10.5 Consequences of release

(1) This Rule 10.5 applies where a Participant is granted a New Option in accordance with this Rule 10.

(2) The New Option is exercisable in the same manner as the Old Option.

(3) The Rules are to be construed in relation to the New Option as if references to Shares were references to the shares in respect of which the New Option is granted.

(4) Rules 5.1, 5.2, 5.3, 5.6, 5-12 (inclusive), 14 and 16 are to be construed in relation to the New Option as if references to the Company (including any such references as occur in expressions which are defined in Rule 1 and used in those Rules) were references to the company in respect of whose shares the New Option is granted.

11. PROCEDURE ON EXERCISE

11.1 Partial exercise

Where an Option is exercisable, a Participant may exercise it in whole or in part. If an Option is exercised in part, it shall lapse in respect of the balance.

11.2 Method of exercise

To exercise his Option, a Participant must give notice to the Company or the Grantor as specified to the Participant, in such form, and with such other documents, as the Grantor may decide.

11.3 Payment

The notice of exercise must be accompanied by either a remittance for payment in full at the Exercise Price out of the repayment (including any interest or bonus received) under the Savings Contract or, if the Grantor so decides, an authority to obtain such repayment from the relevant Savings Authority.

11.4 Time of exercise

(1) Unless otherwise specified in the notice of exercise, the date on which the notice of exercise, complete in all respects, and the payment or authority is received at the registered office of the Company (or at such other office as may be specified by the Grantor) is the date of exercise.

(2) Where the notice is sent by pre-paid post, the Grantor may accept that the date of posting, as evidenced by the postmark on the envelope or in such other manner as may be determined by the Grantor, is the date of exercise.

11.5 Allotment or transfer of Shares

(1) The number of Shares specified in the notice of exercise shall either be allotted and issued to the Participant or at his direction, or the Grantor will procure the transfer of those Shares to the Participant or at his direction.

(2) The allotment and issue or transfer of Shares must take place within 30 days of the date of exercise.

(3) The allotment and issue or transfer is, however, subject to obtaining such consents or approvals as may be required by any competent authority under regulations or enactments for the time being in force and is subject to compliance with the terms of the Option.

11.6 Rights of new Shares allotted

Any Shares issued on the exercise of an Option must rank pari passu in all respects with other Shares then in issue. This shall not include, however, rights which attach to Shares by reference to a record date prior to the date of issue.

11.7 Listing

The Company must apply to the UK Financial Conduct Authority to have any new Shares issued under the Scheme admitted to the Official List and to the London Stock Exchange for permission to trade in those Shares. The Company need not do so, however, if the Shares are not then traded on the London Stock Exchange.

12. AVAILABILITY OF AUTHORISED CAPITAL

The Company shall at all times keep available sufficient Shares or procure, or the Grantor shall procure, that sufficient Shares are available to satisfy all Options.

13. NON-TRANSFERABILITY OF OPTIONS

(1) An Option is personal to the Participant and his personal representatives.

(2) If a Participant transfers, assigns, charges, encumbers or otherwise alienates his Option or creates in favour of any third party any interest therein or, in any case, attempts so to do, or a bankruptcy order is made in respect of him (or any similar event occurs under the laws of any other country), his Option shall lapse.

14. LOSS OF OFFICE

(1) The participation in the Scheme by a Participant is a matter entirely separate from, and shall not affect, his pension rights and terms of employment.

(2) In particular (but without limitation), if a Participant for any reason (whether lawful or unlawful) ceases to be employed by a member of the Group or to be entitled to exercise his Option, he is not entitled to any compensation by reference to the rights granted to, or the benefits capable of being received by, him under this Scheme or for any loss or diminution in value in such rights or benefits.

15. VARIATION OF CAPITAL

15.1 General

(1) This Rule 15 applies if there is a variation in the share capital of the Company.

(2) In particular, it applies if the Company makes a capitalisation issue, or if an offer or invitation to shareholders is made by way of rights, or if the Company's share capital is consolidated, subdivided or reduced.

15.2 Adjustment of Options

(1) Subject to the rest of this Rule 14, the Grantor may adjust in relation to each Option:

(i) the Exercise Price;

(ii) the number of Shares which may be acquired under the Option; or

(iii) the description of Shares which may be acquired under the Option,

but only so far as is necessary to take account of a variation or variations in the share capital of which the Shares form part.

(2) No variation or variations may be made under Rule 15.2.(1) above unless:

(i) the total market value of the Shares which may be acquired by the exercise of the Option is, immediately after the variation or variations, substantially the same as what it was immediately before the variation or variations; and

(ii) the aggregate Exercise Price is immediately after the variation or variations substantially the same as what it was immediately before the variation or variations.

(3) For the avoidance of doubt, an Option which has been exercised but in respect of which Shares have not yet been allotted and issued or transferred may be adjusted.

(4) The Grantor's decision shall be final and binding on each Participant.

15.3 Restrictions on adjustment

(1) Before making the adjustment, the Grantor, if it is not the Company, must obtain the written confirmation of the Board that in the Board's opinion the adjustment is appropriate.

(2) The Exercise Price of an unissued Share cannot be reduced to below its nominal value unless and to the extent permitted under the Companies Act 2006 and the Company's articles of association.

15.4 Notification of adjustment

The Board must notify each Participant of any adjustment to his Option as soon as practicable after the decision.

16. GENERAL

16.1 Administration

(1) Subject as otherwise provided in the Rules, the Board shall administer the Scheme.

(2) The Board's decision on the construction of the Rules and on any disputes arising under the Scheme is final and binding on all persons.

16.2 Notices and circulars to shareholders

(1) Neither the Grantor nor the Board is obliged to give Participants copies of any notices, circulars and other documents sent by the Company to its shareholders.

(2) The Board must, however, give Participants written notice of events which, under Rule 9 (Change in Control and liquidation), entitle Participants to exercise their Options.

16.3 Costs and expenses

The Company shall pay the cost of the preparation and operation of the Scheme. It may, however, require Participating Companies to share the cost on such a basis as the Board considers fair.

17. AMENDMENT AND TERMINATION

17.1 Power of amendment - general

Subject to the limitations in Rule 17.2, the Board may at any time and from time to time amend the Scheme in any respect.

17.2 Power of amendment - limitations

(1) Subject to Rule 17.3, no amendment may be made to the advantage of employees or Participants without the prior approval of the Company in general meeting.

(2) No amendment may be made which would affect adversely any of the subsisting rights of a Participant except either with his consent in writing or with the consent of the majority of Participants affected by the amendment or addition.

(3) Whilst the Scheme is approved under the Act, no amendment to the Scheme shall have effect if that amendment would result in the Scheme no longer complying with Schedule 3 to the Act.

17.3 Power of amendment - exceptions to the limitation contained in Rule 17.2(1)

Notwithstanding the limitation contained in Rule 17.2(1), the Board may without the prior approval of the Company in general meeting:

(i) amend the Scheme as it considers necessary (or as may be consequential upon such necessary amendments) to enable the Scheme to maintain its status as Schedule 3 Share Option Scheme pursuant to the Act;

(ii) amend the Scheme in order to take account of any amendments to the Act or other applicable legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants or any member of the Group; or

(iii) make minor amendments to the Scheme to benefit its administration.

17.4 Notification of amendments

The Board must give written notice to all Participants of any amendment which affects their rights in any material respect.

17.5 Termination

The Board may at any time suspend or terminate the operation of the Scheme and in such event no further Options will be granted for the time being or, as the case may be, permanently but in all other respects the provisions of the Scheme shall remain in force.

18. SCHEME LIMITS

18.1 General

(1) The Board must ensure that the nominal amount of Shares over which Options to subscribe are granted on any date does not exceed the limit set out in Rule 18.2.

(2) On or before the date on which Options are granted on any occasion the Board may determine a limit on the number of Shares over which Options will be granted on that occasion.

(3) In determining the limit set out in Rule 18.2 below any Shares in the Company issued to satisfy any Options granted by the Trustees shall be regarded as Shares issued on the exercise of Options.

(4) Reference to Shares being issued includes the transfer of Treasury Shares in satisfaction of Options granted under the Plan or in satisfaction of options or awards under any other Share Option Scheme or Share Incentive Scheme operated by the Group provided that if the Association of British Insurers amends its guidelines on remuneration so that the guidelines no longer state that companies should take account of Treasury Shares for the purposes of dilution limits, Treasury Shares transferred will cease to be counted for the purpose of this Rule.

18.2 10 per cent in 10 years for all schemes

The limit for this Rule is 10 per cent. of the nominal amount of the Company's Equity Share Capital on the day before the Date of Grant, less the total nominal amount of -

(i) Shares issued on the exercise of options granted within the period of 10 calendar years ending with that in which the Date of Grant falls under any Share Option Scheme,

(ii) Shares remaining issuable in respect of options granted on the Date of Grant or within the period of 10 calendar years ending with that in which the Date of Grant falls under any Share Option Scheme, and

(iii) Shares issued on the same date or within the period of 10 calendar years ending with that in which the Date of Grant falls under any Share Incentive Scheme in respect of moneys made available by the Group.

18.3 Period of the Scheme

No Options may be granted later than [ ] 2036.

19. NOTICES

19.1 To Employees and Participants

(1) The Board and/or the Trustees may give notice to the person entitled to it personally, through the internal post or email, or by sending it by post to the address supplied by him for that purpose or by email to the address supplied by him for that purpose.

(2) Where a notice or document is sent by post it shall be deemed to have been received 72 hours after it was put into the post. All notices and documents sent by post will be sent at the risk of the addressee.

19.2 To the Company and the Trustees

An employee or a Participant may give notice to the Company or the Board or the Trustees by delivering it to, or sending it to, the Company at its registered office or to the Trustees' address as appropriate marked for the attention of the Company Secretary or the Trustees. The Board and the Trustees may make other arrangements for the receipt of notices which shall be notified to Participants.

20. MISCELLANEOUS

20.1 Data protection

Personal data relating to Participants or Eligible Employees may be collected, processed and transferred for any purpose relating to the operation of the Scheme in compliance with any applicable laws and any data privacy notice and/or policies of any member of the Group (or former member of the Group) in force from time to time.

20.2 Third parties

No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Scheme.

20.3 Benefits not pensionable

Benefits provided under the Scheme shall not be pensionable.

533859692

101352/12069 533859692 KQXL 261125:1601

THE SENIOR PLC 2006 SAVINGS RELATED
SHARE OPTION SCHEME

(INTERNATIONAL SECTION)

Established by a resolution of the
of the Board of Directors of the Company
dated 15 September 2006, approved by
an ordinary resolution of the Company passed
on 5 October 2006, amended by
a resolution of the Board of Directors of the Company
dated 3 December 2015 and approved by
an ordinary resolution of the Company passed on 22 April 2016, amended by a resolution of
the
Board of Directors of the Company
dated 3 December 2025 following approval by an
ordinary resolution of the Company passed on [ ] 2026

101352/12069 533859692 KQXL 261125:1601

THE RULES OF THE SENIOR PLC 2006 SAVINGS RELATED SHARE OPTION SCHEME (INTERNATIONAL SECTION)

Page

INTERPRETATION AND CONSTRUCTION 1
1.1 Definitions 5
1.2 Construction 8
1.3 Governing law 9
PURPOSE 9
INDIVIDUAL LIMIT 9
3.1 Maximum monthly contributions 9
3.2 Currency Conversion 9
INVITATIONS TO APPLY FOR OPTIONS 9
4.1 Timing of invitation 9
4.2 Invitation forms 10
4.3 Application forms 10
4.4 Manner of issue of invitations 11
4.5 Application for an Option 11
GRANT OF OPTIONS 11
5.1 Timing of grant 11
5.2 Excluded persons 11
5.3 Payment for an Option 12
5.4 Number of Shares under Option 12
5.5 Scaling down 12
5.6 Excess applications 12
5.7 Option certificates 13
EXERCISE PRICE 13
6.1 General 13
6.2 Dealing Days 13
RESTRICTIONS UPON EXERCISE 13
7.1 Employment with a Participating Company 13
7.2 Lapsing of Options 14
EXERCISE AND LAPSE OF AN OPTION 14
8.1 General 14
8.2 Death of a Participant 14
8.3 Cessation of employment - general 14
8.4 Cessation of employment - special circumstances 15
8.5 Employment by an associated company 16
8.6 [Intentionally blank] 16
8.7 Termination of Savings Contract 16

101352/12069 533859692 KQXL 261125:1601

CHANGE IN CONTROL AND LIQUIDATION 16
9.1 Change in Control 16
9.2 Scheme of arrangement 17
9.3 Compulsory Purchase 17
9.4 Liquidation 17
9.5 Exercise in circumstances where Shares do not meet tax approval requirements 18
9.6 Overriding provision 18
SUBSTITUTE OPTIONS FOLLOWING CHANGE IN CONTROL 19
10.1 Application 19
10.2 Release of Options 19
10.3 The conditions 19
10.4 Period for release 20
10.5 Consequences of release 20
PROCEDURE ON EXERCISE 20
11.1 Partial exercise 20
11.2 Method of exercise 21
11.3 Payment 21
11.4 Time of exercise 21
11.5 Allotment or transfer of Shares 21
11.6 Rights of new Shares allotted 22
11.7 Listing 22
AVAILABILITY OF AUTHORISED CAPITAL 22
NON-TRANSFERABILITY OF OPTIONS 22
LOSS OF OFFICE 22
VARIATION OF CAPITAL 23
15.1 General 23
15.2 Adjustment of Options 23
15.3 Restrictions on adjustment 23
15.4 Notification of adjustment 24
GENERAL 24
16.1 Administration 24
16.2 Notices and circulars to shareholders 24
16.3 Costs and expenses 24
AMENDMENT AND TERMINATION 24
17.1 Power of amendment - general 24
17.2 Power of amendment - limitations 24
17.3 Power of amendment - exceptions to the limitations contained in Rule 17.2(1) 25
17.4 Notification of amendments 25
17.5 Termination 25
SCHEME LIMITS 25
18.1 General 25
18.2 10% in 10 years for all schemes 26

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18.3 Period of the Scheme 26

NOTICES 26
19.1 To Employees and Participants 26
19.2 To the Company and the Trustees 27
MISCELANEOUS 20
20.1 Data protection 27
20.2 Third parties 27
20.2 Benefits not pensionable 27

Schedules
1. Canada 23
2. France 24
3. USA 30

1. INTERPRETATION AND CONSTRUCTION

1.1 Definitions

(1) In this Scheme, the following expressions have the meanings given to them.

(2) The “Act” is the Income Tax (Earnings and Pensions) Act 2003.

(3) “Announcement Date” means the date of the announcement to the London Stock Exchange of the results of the Group for any period.

(4) The “Board” is the board of directors of the Company or a duly appointed committee of it.

(5) The “Bonus Date” is -

(i) in any case in which the Eligible Employee has elected that the Five-Year Bonus is to be taken into account in determining the number of shares comprised in an Option, the earliest date upon which the Five-Year Bonus is payable, and

(ii) in any other case, the earliest date upon which the Three-Year Bonus is payable.

(6) The “Company” is Senior plc registered in England and Wales with No. 282772.

(7) “Control” has the meaning given to it by section 995 of the Income Tax Act 2007.

(8) “Corresponding Provision” means, in relation to any statutory provision mentioned in these Rules, any law of a jurisdiction other than the United Kingdom which, in the opinion of the Board, is of a similar purpose or effect to the relevant statutory provision in these Rules and which is applicable to the Participant concerned.

(9) The “Date of Grant” of an Option is the date on which it is granted.

(10) A “Dealing Day” is a day on which the London Stock Exchange is open for business.

(11) The “Eligible Employee” is every individual who at any Qualification Date -

(i) (a) is an employee or Full-Time Director of a Participating Company, and

(b) has been, or will have been, such an employee or Full Time Director at all times during the Qualifying Period, and

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(ii) is an employee or director of a Participating Company who has been nominated by the Grantor for the purpose,

but excluding any employee or director if in the opinion of the Grantor the participation of that employee or director in the Scheme is not permitted under any applicable legislation or would give rise to excessive additional costs for the Group or impose additional legislative, fiscal or regulatory requirements on any member of the Group.

(12) “Equity Share Capital” has the meaning given to it by section 548 of the Companies Act 2006.

(13) The “Exercise Price” is the price per Share payable on the exercise of an Option or, in the case of an SAR, the price per Share by reference to which the value of the SAR is determined.

(14) The “Five-Year Bonus” is the bonus payable on or after the fifth anniversary of the starting date (as defined in the Savings Contract) of a Savings Contract subject to its completion (or, if no such bonus is payable, such notional bonus as the Board may determine).

(15) “Full-Time Director” means a director who is required to devote not less than 25 hours a week to his duties to the Group (exclusive of meal breaks).

(16) The “Grantor” is:

(i) the Board in respect of Options granted or to be granted by the Company; or
(ii) the Trustees in respect of Options granted or to be granted by the Trustees.

(17) The “Group” is the Company and its Subsidiaries and the expression “member of the Group” is to be construed accordingly.

(18) “Holding Company” has the meaning given to it by section 1159 of the Companies Act 2006.

(19) The word “issue” means, in relation to Shares, the allotment and issue of Shares forming part of the authorised but unissued share capital of the Company; derivative expressions are to be construed accordingly.

(20) The “London Stock Exchange” means London Stock Exchange lc.

(21) “Notional Repayment” means, in relation to any Savings Contract, the aggregate amount which would be repayable upon the Bonus Date to the Eligible Employee if he had, at any date on which he entered into that Savings Contract, entered into a contract under an SAYE Scheme under which he was to pay a monthly contribution

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equal to the amount which he is to pay under the Savings Contract which, for these purposes, will be converted, where applicable, into its sterling equivalent at such rate of exchange as the Grantor may determine.

(22) An “Option” is a right to acquire Shares granted under this Scheme or, if the Grantor so determines in any particular case, an SAR.

(23) A “Participant” is the Eligible Employee to whom an Option was granted or, following his death, his personal representative.

(24) A “Participating Company” is the Company and any Subsidiary of the Company of which the Company has Control and which has been nominated by the Board for the purposes of the Scheme.

(25) The “Qualification Date” is such date as the Board may select.

(26) The “Qualifying Period” in relation to any Qualification Date is the period of 6 months (or such shorter period as the Board may from time to time decide and so that different periods may apply in relation to different Participating Companies) ending on that Qualification Date, provided that the period from the commencement of the Qualifying Period to the date upon which Options are granted pursuant to invitations made by reference to that Qualification Date may not be greater than five years.

(27) The “Rules” are the rules of this Scheme, including the Schedules hereto, as amended from time to time.

(28) “SAR” means a stock appreciation right, that is a right to receive either a cash sum or Shares, as the Grantor may determine, in either case with a value as nearly as practicable equal to the amount by which the value of the Shares in respect of which notice of exercise was given under the SAR (calculated as the middle market quotation on the London Stock Exchange on the Dealing Day prior to the date of exercise) exceeds the Exercise Price applying under the SAR.

(29) “Savings Authority” means any financial institution approved by the Board offering savings contracts suitable for use in connection with the Scheme.

(30) “Savings Contract” means a contract whose terms have been approved by the Board for the purposes of the Scheme entered into (or, as the context may require, to be entered into) by an Eligible Employee in connection with the grant of an Option to him and under which he is to make regular payments to a Savings Authority into an account in his name.

(31) “SAYE Scheme” means a certified SAYE savings arrangement within the meaning of section 703 of the Income Tax (Trading and Other Income) Act 2005 which has been approved by the His Majesty’s Revenue and Customs for the purposes of Schedule 3 to the Act.

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(32) The "Scheme" means The Senior plc 2006 Savings Related Share Option Scheme (International Section) constituted by these Rules and including the Schedules hereto.

(33) A "Share Incentive Scheme" is any scheme (other than a Share Option Scheme) for employees of the Group which has been approved by the Company in general meeting and provides for the subscription of Shares (or the transfer of Treasury Shares).

(34) A "Share Option Scheme" is any scheme for employees of the Group which has been approved by the Company in general meeting and provides for the grant of options to employees to acquire Shares.

(35) "Shares" are ordinary shares in the capital of the Company which comply with the conditions of paragraphs 18 to 20 (inclusive) and 22 of Schedule 3 to the Act.

(36) "Subsidiary" has the meaning given to it by section 1159 of the Companies Act 2006.

(37) The "Three-Year Bonus" is the bonus payable on or after the third anniversary of the starting date (as defined in the Savings Contract) of a Savings Contract subject to its completion (or, if no such bonus is payable, such notional bonus as the Board may determine).

(38) "Treasury Shares" has the meaning given in Section 162A Companies Act 1985.

(39) The "Trustees" are the trustee or trustees for the time being of any employee benefit trust established for the benefit of beneficiaries including all or substantially all employees eligible to participate in the Scheme.

(40) "UK Scheme" means the Senior plc 2006 Savings Related Share Option Scheme (UK Section) as amended.

1.2 Construction

(1) Where the context so admits, any reference in the Scheme -

(i) to the singular includes the plural and vice versa, and

(ii) to the masculine includes the feminine.

(2) Any reference in the Scheme to an enactment includes the enactment as for the time being amended or re-enacted.

(3) Any reference in the Scheme to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted.

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(4) The headings to the Rules are for reference purposes only and shall not affect the meaning or construction of the Rules.

1.3 Governing law

This Scheme and any Option granted under it is to be governed by, and construed in accordance with, English law.

2. PURPOSE

The purpose of the Scheme is to provide benefits for employees and directors in the form of share options and SARs.

3. INDIVIDUAL LIMIT

3.1 Maximum monthly contributions

The contribution payable by a Participant in any month under his Savings Contract -

(i) shall not, when added to the contribution payable in that month under all other Savings Contracts, exceed £500 or such other sum, if any, as may be determined by the Board, and

(ii) shall not be less than £5 or such other sum as may be the minimum monthly contribution permitted under a Savings Contract at that time.

3.2 Currency Conversion

For the purpose of applying the limits set out in Rule 3.1, the contributions which a Participant is paying, or wishes to pay, under a Savings Contract shall be converted, where applicable, into the sterling equivalent thereof at such rate of exchange as the Grantor may determine.

4. INVITATIONS TO APPLY FOR OPTIONS

4.1 Timing of invitation

(2) Subject to Rules 4.1(3) and 4.1(4), invitations may only be issued within the period starting three weeks before and ending six weeks after an Announcement Date.

(3) If shareholders of the Company authorise any alteration to the Plan (including, but not limited to, extending that latest date on which invitations may be issued or Options may

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be granted) invitations may be issued within such period after such authorisation as the Grantor may determine.

(4)_ In circumstances determined by the Board to be exceptional, invitations may be issued at times other than those provided for in Rule 4.1(2) and Rule 4.1(3) in which event such date as the Grantor may select shall be deemed for the purposes of the Rules to be the Announcement Date.

(5) Invitations may be issued at different times to individuals in different countries or jurisdictions.

4.2 Invitation forms

(1) Invitations to apply for the grant of Options shall be in such form as the Grantor may decide but shall specify -

(i) the date (being a date not less than 14 days after the date upon which the invitation was issued) by which applications must be received by the Company,

(ii) the Exercise Price or, if the Exercise Price is not known, the Dealing Days by reference to which the Exercise Price will be determined,

(iii) the maximum monthly contribution (if any) for which applications will be accepted.

4.3 Application forms

The Grantor shall either issue with each invitation or shall make available to each Eligible Employee -

(i) a form of application for an Option containing such provisions as the Grantor may decide but including -

(a) an authority for the contributions under the Eligible Employee's Savings Contract to be deducted from his pay and remitted to the relevant Savings Authority on his behalf,

(b) an authority to the Grantor to make appropriate amendments to the forms mentioned in this Rule 4.3 having regard to the requirements of Rules 5.5 (Scaling down) and 5.6 (Excess applications), and

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4.4 Manner of issue of invitations

The Grantor may issue invitations by means of notices on company notice boards, circulars to departmental managers or by such other method as the Board may decide.

4.5 Application for an Option

(2) Where an Eligible Employee applies for more than one Option, he shall be deemed for the purposes of Rules 5.5 (Scaling down) and 5.6 (Excess applications) to have applied for a single Option.

5. GRANT OF OPTIONS

5.1 Timing of grant

(2) If Rule 5.5 or 5.6 applies, the Grantor may delay the grant of Options until the 42nd day after the first Dealing Day used for the purposes of calculating the Exercise Price.

5.2 Excluded persons

Notwithstanding Rule 5.1, the Grantor shall not grant an Option to a person who at the Date of Grant is not employed by a Participating Company.

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5.3 Payment for an Option

No payment shall be required for the grant of an Option.

5.4 Number of Shares under Option

Subject as provided in Rules 5.5 and 5.6, the number of Shares over which or in respect of which an Option shall be granted to each Eligible Employee shall be the whole number (rounded down) obtained by dividing the Notional Repayment under his Savings Contract (subject to its completion) on the expected Bonus Date by the Exercise Price.

5.5 Scaling down

If the total number of Shares over which or in respect of which Options would otherwise be granted to Eligible Employees on any Date of Grant would result in any limit imposed pursuant to Rule 18 (Scheme limits) being exceeded, the Grantor shall to the extent necessary to ensure that the relevant limit is not exceeded scale down applications by one or more of the following methods:

(i) first by deeming each election for any bonus to be included to be an election for no bonus to be included;

(ii) then by deeming each application for a five year Savings Contract to be an application for a three year Savings Contract;

(iii) then by reducing pro rata the excess over the minimum monthly contribution set under the Savings Contract at that time) chosen by each applicant,

or by such other method as the Board may determine, but no application may be reduced to below £5 or such other sum as may be the minimum monthly contribution permitted under a Savings Contract at that time.

5.6 Excess applications

If following the operation of Rule 5.5 the number of Shares over or in respect of which Options would otherwise be granted on the Date of Grant would still exceed any limit imposed pursuant to Rule 18 (Scheme limits), the Grantor may either -

(i) not grant any Options, or

(ii) after scaling down all applications as provided for in Rule 5.5, grant Options to such Eligible Employees as are selected by lot from amongst all the Eligible Employees who have duly applied for Options and are not excluded by Rule 5.2 each based on a monthly savings contribution of the minimum set in

accordance with the Savings Contract and the inclusion of no bonus in the Notional Repayment under the Savings Contract.

5.7 Option certificates

The Grantor shall, as soon as practicable after the Date of Grant, issue to each Eligible Employee to whom it has granted an Option an option certificate which shall be in such form as the Grantor may decide including, for the avoidance of doubt, in electronic form by email or on an online portal providing the required information but which shall specify the number of Shares over or in respect of which the Option has been granted, the Exercise Price and the Date of Grant. If an option certificate becomes worn out, defaced, destroyed or lost, the Grantor shall replace it on such evidence being provided, and on such terms, as it may decide.

6. EXERCISE PRICE

6.1 General

The Exercise Price shall be determined by the Board (and in the case of Options granted by the Trustees, with the agreement of the Trustees) but shall not be less than the higher of -

(i) in the case of an Option to subscribe for Shares, the nominal value of a Share on the Date of Grant, and

(ii) an amount equal to 80 per cent. of the arithmetic average of 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 those two figures, as derived from the Daily Official List of the London Stock Exchange, for the three consecutive Dealing Days ending immediately prior to the date on which the invitation is issued or on three consecutive Dealing Days as specified in the invitation pursuant to which the Option was granted (provided that the Board may determine that the number of Dealing Days may be an alternative number (which may be one but may not exceed five) and provided further that no such Dealing Day shall fall before the Announcement Date last preceding the Date of Grant.

6.2 Dealing Days

7. RESTRICTIONS UPON EXERCISE

7.1 Employment with a Participating Company

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7.2 Lapsing of Options

(1) Where under any of the provisions of Rules 8 (Exercise and lapse of an Option), 9 (Change in Control and liquidation), 11.1 (Partial exercise) and 12 (Non-transferability of Options) a Participant's Option lapses, that Option shall cease to be exercisable thereafter notwithstanding any other provision of those Rules other than as referred to in (2) below.

8. EXERCISE AND LAPSE OF AN OPTION

8.1 General

8.2 Death of a Participant

If a Participant -

(i) dies before the Bonus Date, his personal representatives may exercise his Option at any time within 12 months after the date of his death, or

(ii) dies on or within a period of six months after the Bonus Date, his personal representatives may exercise his Option at any time within 12 months after that Bonus Date,

and at the expiry of either period his Option shall lapse.

8.3 Cessation of employment - general

(1) Except as permitted by Rules 8.2 and 8.4, where a Participant ceases to hold an office or employment with any Participating Company, his Option shall lapse.

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(2) A female Participant whose employment has been terminated in connection with pregnancy or maternity has a statutory or contractual right to return to work shall be deemed for the purposes of the Rules not to have ceased to be employed until such time as she is no longer capable, of exercising such right to return to work and not to have ceased to be employed if she exercises that right. The Board may apply similar treatment in other circumstance where a Participant ceases employment but has a right to return to work.

8.4 Cessation of employment - special circumstances

(1) If a Participant ceases to hold an office or employment with any Participating Company by reason of -

(i) injury,

(ii) disability,

(iii) redundancy (within the meaning of the Employment Rights Act 1996) or a Corresponding Provision,

(iv) retirement,

(v) if the Participant holds office or is employed in a company which is an associated company (as defined in paragraph 35(4) of the Act) of the Company, that company ceasing to be an associated company of the Company by reason of a change of control (as determined in accordance with sections 450 and 451 of the Corporation Tax Act 2010), or

(vi) a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006 or a Corresponding Provision,

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8.5 Employment by an associated company

(1) For the purposes of Rules 8.3 and 8.4, where a Participant ceases to hold an office or employment with any Participating Company but continues to hold an office or employment with either -

(i) an associated company (within the meaning that this expression bears for the purposes of paragraph 35 of Schedule 3 to the Act) of the Company, or
(ii) a company under the Control of the Company,

8.6 [Intentionally blank]

8.7 Termination of Savings Contract

9. CHANGE IN CONTROL AND LIQUIDATION

9.1 Change in Control

(1) This Rule 9.1 applies if any person (either alone or together with any person acting in concert with him) obtains Control of the Company as a result of making a general offer:

(2) Each Participant may exercise his Option at any time and from time to time within the period of six months following such change of Control.

9.2 Scheme of arrangement

(1) This Rule 9.2 applies if under section 899 of the UK Companies Act 2006 the court sanctions a compromise or arrangement between the Company and its members affecting:

(3) Subject to Rule 10 (Substitute Options following change in Control), all Options shall lapse upon the compromise or arrangement becoming effective.

9.3 Compulsory Purchase

If any person becomes bound or entitled to acquire Shares under sections 979 to 982 or 983 to 985 of the UK Companies Act 2006, each Participant may exercise his Option at any time when such person is bound or entitled to acquire Shares and at the end of that period all Options shall, subject to Rule 10 (Substitute Options following change in Control), lapse.

9.4 Liquidation

(1) Each Participant may exercise his Option in the period of six months after a resolution for the voluntary winding-up of the Company is passed; all Options shall lapse at the end of that period.

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(3) Subject to Rule 9.4(1), all Options shall automatically lapse in the event of an effective resolution being passed or an order being made for the winding-up of the Company.

9.5 Exercise in circumstances where Shares do not meet UK tax approval requirements

(1) If, in consequence of an event set out in Rule 9.5.(3), the Shares no longer meet the requirements of Part 4 of Schedule 3 to the Act, Options may, if the Board so permits, be exercised no later than 20 days after the date on which such event occurs, notwithstanding that the Shares no longer meet the requirements of Part 4 of Schedule 3 to the Act.

(2) If the Company reasonably expects an event set out in Rule 9.5.(3) to occur, the Company may make arrangements permitting Options to be exercised for a period of 20 days ending with the relevant event (or, in the case of Rule 9.5.(3)(iii), the date a person becomes so bound or entitled). If an Option is exercised under this rule 0.(2), it will be treated as having been exercised in accordance with rules 9.1 to 9.3. If the Company makes arrangements for the exercise of Options under this rule 9.5.(2):

(i) unless the Company determines otherwise any Option not exercised in accordance with those arrangements will lapse on the date of the relevant event; and
(ii) if the relevant event does not occur within 20 days of the date of purported exercise, the Option shall be treated as not having been exercised.

(3) The relevant events are:

(i) the event described in Rule 9.1.(1) above;
(ii) the event described in Rule 9.2.(1) above; or
(iii) a person obtains Control of the Company as a result of being bound or entitled to acquire Shares under sections 979 to 982 or 983 to 985 of the UK Companies Act 2006.

9.6 Overriding provision

(1) This Rule 9.6 applies if -

(i) the events referred to in this Rule 9 form part of an offer, scheme or arrangement as a result of which the Company will be under the Control of another company,
(ii) the persons who will own shares in the acquiring company immediately after the offer, scheme or arrangement will be substantially the same as the persons

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who own shares in the Company immediately before the offer, scheme or arrangement, and

(iii) Participants are to be offered substitute options in accordance with Rule 10 (Substitute Options following change in Control).

(2) If a Participant holds an Option which is not then exercisable under the Rules (other than under this Rule 9) he shall not in the circumstances described in Rule 9.6(1) be entitled to exercise that Option under this Rule 9.

10. SUBSTITUTE OPTIONS FOLLOWING CHANGE IN CONTROL

10.1 Application

(1) This Rule 10 applies where a company (the "Acquiring Company") obtains Control of the Company in the following circumstances -

(iii) in pursuance of a compromise or arrangement sanctioned by the court under section 899 of the UK Companies Act 2006.

(2) This Rule also applies if the Acquiring Company becomes bound or entitled to acquire shares in the Company under sections 979 to 985 of the UK Companies Act 2006.

10.2 Release of Options

With the agreement of the Acquiring Company and subject to the conditions referred to in Rule 10.3, a Participant may release his Option (the "Old Option") in consideration of the grant to him of another option (the "New Option").

10.3 The conditions

(1) The Old Option must be released and the New Option granted within the period mentioned in Rule 10.4.

(2) The New Option must be over or in respect of shares in the Acquiring Company or some other company falling within paragraph 18(b) or 18(c) of Schedule 3 to the Act.

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(3) The New Option must be over or in respect of shares which comply with the conditions of paragraphs 18 to 20 (inclusive) and 22 of Schedule 3 to the Act.

(5) The aggregate Exercise Price of the New Option immediately after the release must be substantially the same as the aggregate Exercise Price of the Old Option immediately before the release.

10.4 Period for release

(2) In a case falling within Rule 10.1(1)(iii), the period is six months starting with the time when the court sanctions the compromise or arrangement.

(3) In a case falling within Rule 10.1(2), it is the period during which the Acquiring Company remains bound or entitled to acquire shares in the Company.

10.5 Consequences of release

(1) This Rule 10.5 applies where a Participant is granted a New Option in accordance with this Rule 10.

(2) The New Option is exercisable in the same manner as the Old Option.

(3) The Rules are to be construed in relation to the New Option as if references to Shares were references to the shares in respect of which the New Option is granted.

(4) Rules 5.1, 5.2, 5.3, 5.6, 6-13 (inclusive), 15 and 17 are to be construed in relation to the New Option as if references to the Company (including any such references as occur in expressions which are defined in Rule 0 and used in those Rules) were references to the company in respect of whose shares the New Option is granted.

11. PROCEDURE ON EXERCISE

11.1 Partial exercise

Where an Option is exercisable, a Participant may exercise it in whole or in part. If an Option is exercised in part, it shall lapse in respect of the balance.

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11.2 Method of exercise

To exercise his Option, a Participant must give written notice to the Company or the Grantor, as specified to the Participant, in such form, and with such other documents, as the Grantor may decide.

11.3 Payment

(1) Except in the case of an SAR, the notice of exercise must be accompanied by a remittance in sterling for payment in full at the Exercise Price (which may be out of the repayment (including any interest or bonus received) under the Savings Contract) or, if the Grantor so decides, an authority to obtain such repayment from the relevant Savings Authority.

(2) Where an Option or SAR is exercisable before the relevant Bonus Date, the maximum number of Shares in respect of which it can be exercised shall be pro rata to the number of calendar months in the period commencing with that in which the first payment is made under the relevant Savings Contract and ending with that in which the Option is exercised (or on such other reasonable basis as the Board may determine).

(3) Where one or more monthly contributions have not been made in the relevant months, the Board may determine, on any reasonable basis having regard to that fact, the maximum number of Shares in respect of which the related Option or SAR can be exercised.

(4) In applying the provisions in (2) and (3) above, the Board shall aim to balance (i) not treating Participants materially more favourably than participants in the UK Scheme in similar circumstances; and (ii) administrative considerations.

11.4 Time of exercise

(1) Unless otherwise specified in the notice of exercise, the date on which the notice of exercise, complete in all respects, and, where relevant, the payment or authority is received at the registered office of the Company (or at such other office as may be specified by the Grantor) is the date of exercise.

11.5 Allotment or transfer of Shares

(2) The allotment and issue or transfer of Shares must take place within 30 days of the date of exercise.

11.6 Rights of new Shares allotted

11.7 Listing

12. AVAILABILITY OF AUTHORISED CAPITAL

The Company shall at all times keep available sufficient Shares or procure, or the Grantor shall procure, that sufficient Shares are available to satisfy all Options.

13. NON-TRANSFERABILITY OF OPTIONS

(1) An Option is personal to the Participant and his personal representatives.

14. LOSS OF OFFICE

(1) The participation in the Scheme by a Participant is a matter entirely separate from, and shall not affect, his pension rights and terms of employment.

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15. VARIATION OF CAPITAL

15.1 General

(1) This Rule 15 applies if there is a variation in the share capital of the Company.

(2) In particular, but without limitation, it applies if the Company makes a capitalisation issue, or if an offer or invitation to shareholders is made by way of rights, or if the Company's share capital is consolidated, subdivided or reduced.

15.2 Adjustment of Options

(1) Subject to the rest of this Rule 15, the Grantor may adjust in relation to each Option:

(i) the Exercise Price;

(ii) the number of Shares which may be acquired under the Option; or

(iii) the description of Shares which may be acquired under the Option,

but only so far as is necessary to take account of a variation or variations in the share capital of which the Shares form part.

(2) No variation or variations may be made under Rule 15.2.(1) above unless:

(ii) the aggregate Exercise Price is immediately after the variation or variations substantially the same as what it was immediately before the variation or variations.

(3) For the avoidance of doubt, an Option which has been exercised but in respect of which Shares have not yet been allotted and issued or transferred may be adjusted.

(4) The Grantor's decision shall be final and binding on each Participant.

15.3 Restrictions on adjustment

(1) Before making the adjustment, the Grantor, if it is not the Company, must obtain the written confirmation of the Board that in the Board's opinion the adjustment is appropriate.

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(2) The Exercise Price of an unissued Share cannot be reduced to below its nominal value unless and to the extent permitted under the UK Companies Act 2006 and the Company's articles of association.

15.4 Notification of adjustment

The Board must notify each Participant of any adjustment to his Option as soon as practicable after the decision.

16. GENERAL

16.1 Administration

(1) Subject as otherwise provided in the Rules, the Board shall administer the Scheme.

(2) The Board's decision on the construction of the Rules and on any disputes arising under the Scheme is final and binding on all persons.

16.2 Notices and circulars to shareholders

(1) Neither the Grantor nor the Board is obliged to give Participants copies of any notices, circulars and other documents sent by the Company to its shareholders.

(2) The Board must, however, give Participants written notice of events which, under Rule 9 (Change in Control and liquidation), entitle Participants to exercise their Options.

16.3 Costs and expenses

The Company shall pay the cost of the preparation and operation of the Scheme. It may, however, require Participating Companies to share the cost on such a basis as the Board considers fair.

17. AMENDMENT AND TERMINATION

17.1 Power of amendment - general

Subject to the limitations in Rule 17.2, the Board may at any time and from time to time amend the Scheme in any respect.

17.2 Power of amendment - limitations

(1) Subject to Rule 17.3, no amendment may be made to the advantage of employees or Participants without the prior approval of the Company in general meeting.

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17.3 Power of amendment - exceptions to the limitations contained in Rule 17.2(1)

Notwithstanding the limitation contained in Rule 17.2(1), the Board may without the prior approval of the Company in general meeting:

(i) amend the Scheme in order to take account of any amendments to the Act or other applicable legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants or any member of the Group and, in particular, may add Schedules to these Rules in relation to Eligible Employees or Participants in any jurisdiction and may remove or amend any such Schedule; or

(ii) make minor amendments to the Scheme to benefit its administration.

17.4 Notification of amendments

The Board must give written notice to all Participants of any amendment which affects their rights in any material respect.

17.5 Termination

18. SCHEME LIMITS

18.1 General

(1) The Board must ensure that the nominal amount of Shares over which Options to subscribe are granted on any date does not exceed the limit set out in Rule 18.2.

(2) On or before the date on which Options are granted on any occasion the Board may determine a limit on the number of Shares over which Options will be granted on that occasion or a limit on the number of Shares over which Options will be granted to Eligible Employees in any jurisdiction or employed by any Participating Company.

(3) In determining the limit set out in Rule 18.2 below any Shares in the Company issued to satisfy any Options granted by the Trustees shall be regarded as Shares issued on the exercise of Options.

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(4) Reference to Shares being issued includes the transfer of Treasury Shares in satisfaction of options governed under the Plan or in satisfaction of options or awards under any other Share Option Scheme or Share Incentive Scheme operated by the Group provided that if the Association of British Insurers amends its guidelines on remuneration so that the guidelines no longer state that companies should take account of Treasury Shares for the purposes of dilution limits, Treasury Shares will cease to be covered for the purpose of this Rule.

18.2 10% in 10 years for all schemes

The limit for this Rule is 10 per cent. of the nominal amount of the Company's Equity Share Capital on the day before the Date of Grant, less the total nominal amount of -

(i) Shares issued on the exercise of options granted within the period of 10 calendar years ending with that in which the Date of Grant falls under any Share Option Scheme,

18.3 Period of the Scheme

No Options may be granted later than [ ] 2036.

19. NOTICES

19.1 To Employees and Participants

(1) The Board and/or the Trustees may give notice to the person entitled to it either personally, through the internal post or email or by sending it by post to the address supplied by him for that purpose or by email to the address supplied by him for that purpose.

(3) The Company and its Subsidiaries and the Trustees shall have no liability whatsoever to any Eligible Employee or Participant in respect of any notification, document, option or share certificate or other communication so given, sent or made and nor shall the

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Company or any of its Subsidiaries or the Trustees be concerned to see that any Eligible Employee or Participant actually receives it.

19.2 To the Company and the Trustees

20. MISCELLANEOUS

20.1 Data protection

20.2 Third parties

No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Scheme.

20.3 Benefits not pensionable

Benefits provided under the Scheme shall not be pensionable.

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SCHEDULE 1

Canada

Where Options are granted to employees resident in Canada the Rules of the Scheme shall apply for the purposes of those Options subject to the requirements contained in this Schedule.

The existing definitions in the Rules will be amended as follows:

"Eligible Employee" shall be the same definition as in the Rules save that Full Time Directors are excluded if they are not also employees.

Rule 11.5(2) and the words "or transfer" in Rules 11.5(3) and (4) shall be ineffective unless appropriate exemptions are obtained in accordance with Canadian securities requirements.
The following will be added at the end of Rule 14(1):

"and is entirely voluntary on the part of the participant."

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SCHEDULE 2

France

Options granted before [ ] 2026

Where Options¹ are granted to employees resident in France the Rules of the Scheme shall apply for the purposes of those Options subject to the requirements contained in this Schedule.

The existing definitions in the Rules will be amended as follows:

"Board"
shall be the same definition as in the Rules save that "comprising mainly board directors" will be inserted after "committee".

"Eligible Employee"
shall be the same definition as in the Rules save that Full Time Directors are excluded if they are not also employees.

"Participating Company"
means a subsidiary of the Company as defined in the 1966 French Companies Law Section 208-4.

The following paragraph shall be added to Rule 4.1:

"(4) No invitations may be made in the period of twenty dealing days after Shares are traded ex-dividend, ex-rights or ex-any other distribution on the London Stock Exchange or such other exchange on which the Shares are directly or indirectly listed."

The following paragraph shall be added at the end of Rule 6.1:

"but which in any event may not be less than 80 per cent. of the arithmetic average of the middle market quotations of a Share as derived from the London Stock Exchange Daily Official List for the twenty Dealing Days which immediately precede the date of invitation."

The following paragraph shall replace Rule 7.2:

"If a Participant dies prior to the Bonus Date or within a period of six months after the Bonus Date his personal representatives may exercise his Option at

¹ Note that Options do not include SARs (whether Share or cash based).

any time within the period of six months after the date of his death and at the expiry of that period his Option shall lapse.”

Rule 8.4.1 shall be amended so that if a Participant ceases to hold an office or employment with any Participating Company by reason of paragraph (iv) of Rule 8.4 he may exercise his Option at any time during the period of four months prior to the date on which he ceases to hold the office or employment.

Options granted from [ ] 2026

Rule 17.3 of the Scheme authorizes the Board to adopt Schedule in order to take account of any applicable legislation or to obtain or maintain specific tax treatment for Eligible Participants. The Board has determined that it is necessary and desirable to establish this Schedule for the purpose of permitting Options to qualify for specific tax and social security treatment in France. The Board intends with this document to establish a French Schedule for the purpose of granting Options that qualify for the special tax and social security treatment in France applicable to stock options granted under Sections L. 225-177 to L. 225-186 and Sections L. 22-10-56 to L. 22-10-58 of the French Commercial Code, as amended (“French-Qualified Options”), to Eligible Employees who are resident in France for French tax purposes and/or subject to the French social security contributions regime (“French Participants”). The terms of the Scheme are subject to the limitations in the following rules, which together constitute the rules of the French Schedule to the Scheme (the “French Schedule”).

Under the French Schedule, the French Participants will be granted only Options as defined in Section 1 hereunder. The provisions of the Scheme permitting the grant of stock appreciation rights (SAR) and other Share Incentive Scheme or any cash-based awards or are not applicable to grants made under the French Schedule. Upon exercise of an Option granted under this French Schedule, French Participants will receive Shares only, and will not receive any cash payments. In addition, in no case will grants under the French Schedule include any other substitute awards.

Definitions. Capitalized terms not otherwise defined herein will have the same meanings as set forth in the Scheme. The existing definitions in the Rules of the Scheme will be amended as follows:

“Board”
shall be the same definition as in the Rules save that “comprising mainly board directors” will be inserted after “committee”.

“Date of Grant”
shall be the same definition as in the Rules with the following addition: shall be the date on which the Board both (i) designates the French Participant and (ii) specifies the terms and conditions of the French-qualified Options

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including the number of Shares and the method for determining the Exercise Price.

"Eligible Employee"
shall be the same definition as in the Rules save that Full Time Directors are excluded if they are not also employees.

"Participating Company"
means the Company and any subsidiary of the Company of which the Company holds directly or indirectly at least 10% of the share capital.

"Options"
shall include both (i) purchase Options (rights to acquire Shares repurchased by the Company prior to the vesting of the Options) and (ii) subscription Options (rights to subscribe to newly issued Shares)².

The following definition shall be added as follows:

"Closed Period"
means such period as set forth in Section L. 22-10-56 of the French Commercial Code, as amended, which is applicable to companies whose shares are listed on a regulated market and is as follows: (A) the ten (10) quotation day period preceding the date on which the annual and intermediate consolidated financial statements or the annual and quarterly accounts of the Company are made public, and the day of publication, (B) any period during which the corporate management of the Company possesses confidential information within the meaning of Article 7 of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and cancelling the Directive 2003/6/UE and Directives 2003/124/CE Parliament and 2004/72/CE of the Commission, which has not been disclosed to the public until the date on which this information is made public, and (C) the twenty (20) quotation day period following a distribution of a dividend (i.e., the ex-dividend date) that offers the right to a

² Note that Options do not include SARs (whether Share or cash based).

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dividend or capital increase. If the French Commercial Code is amended after adoption of this Schedule to modify the definition and/or the applicability of the Closed Periods to French-Qualified Options, such amendments shall become applicable to any Options granted under this French Schedule, to the extent required by French law.

The following paragraph shall be added to Rule 4.1 of the Scheme:

"French-qualified Options may not be issued under the French Schedule to French Participant owning more than ten percent (10%) of the Company's capital shares or to individuals other than Eligible Employee, as defined under this Schedule."

The following paragraph shall be added to Rule 4.1 of the Scheme:

“(4) No invitations may be made and no French-Qualified Options shall be granted during a Closed Period, to the extent such Closed Periods are applicable to French-Qualified Options granted by the Company.”

The following paragraph shall be added to Rule 5 of the Scheme:

“5.8. Conditions of the Options granted

The Exercise Price and number of underlying Shares shall not be modified after the Date of Grant, except as provided in Section 9 of this French Schedule, or as otherwise authorized by French law. Any other modification permitted under the Scheme may result in the Option no longer qualifying as a French-Qualified Option.”

The following paragraph shall replace Rule 6.1 of the Scheme:

The method for determining the Exercise Price for the Option shall be fixed by the Board on the Date of Grant. The Exercise Price shall be stated in the grant materials distributed to employees on the Date of Grant. In no event shall the Exercise Price be less than the greatest of:

i with respect to purchase Options: the higher of either 80% of the average of the closing price of the Shares during the 20 days of quotation immediately preceding the Date of Grant or 80% of the average of the purchase price paid for such Shares by the Company;

ii with respect to subscription Options: 80% of the average of the closing price of such Shares during the 20 days of quotation immediately preceding the Date of Grant; and

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iii the minimum Exercise Price per Share permitted under the Scheme for Options. 6. The following paragraph shall replace Rule 8.2 of the Scheme:

"If a French Participant dies prior to the Bonus Date or within a period of six months after the Bonus Date his personal representatives may exercise his Option at any time within the period of six months after the date of his death and at the expiry of that period his Option shall lapse."

The following paragraph shall be added to Rule 11.5 of the Scheme:

"(4) Shares issued pursuant to the French-Qualified Options will be recorded and held in an account in the name of the French Participant (except in the event of his or her death) with the Company or a broker or in such other manner as the Company may determine to ensure compliance with applicable laws."

The following paragraph shall be added to Rule 18.2 of the Scheme:

"In no event the aggregate number of French-Qualified Options granted shall not exceed one-third of the Company's share capital, or such other percentage as may be required by French law or regulations as amended after adoption of this Schedule Sub-Plan, regardless of whether the limit set by the Scheme is higher."

Additional provision under the French Schedule applicable to French Participants

9.1. Adjustments on Certain Events

In the event of adjustments upon a Change in Control or Liquidation as set forth in Rule 9 of the Scheme, or in the event of a Variation of Capital as set forth in Rule 15 of the Scheme, the Options and the underlying Shares may no longer qualify as French-Qualified Options unless the adjustments are recognized under applicable French legal and tax rules. The Board, at its discretion, may make adjustments to the Options and the underlying Shares, notwithstanding that the adjustments are not recognized under French law and the Options and the underlying Shares may no longer qualify as French-Qualified Options that are eligible for the special tax and social security treatment. Further, if the French-Qualified Options are assumed or substituted due to a Change in Control, Liquidation or Variation of Capital, the Options and the underlying Shares may no longer be considered French-Qualified Options eligible for the special tax and social security treatment.

9.2. Disqualification

If, following the Date of Grant, changes are made to the terms and conditions of the French-Qualified Options or the underlying Shares due to any applicable legal requirements or a decision of the Company's stockholders or the Board, the Options or underlying Shares may no longer qualify for the special tax and social security treatment applicable to French-Qualified Options granted pursuant to Sections L. 225-

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177 to L. 225-186 and Sections L. 22-10-56 to L. 22-10-58 of the French Commercial Code, as amended.

If the Options or underlying Shares no longer qualify for the special tax and social security treatment applicable to French-Qualified Options, the Committee may, provided it is authorized to do so under the Scheme, determine to lift, shorten or terminate certain restrictions applicable to the Options or the sale of the underlying Shares, which may have been imposed to the French Participant.

In the event that any Options or underlying Shares no longer qualify for the special tax and social security treatment applicable to French-Qualified Options, the holder of such Options, shall be ultimately liable and responsible for all tax-related Items that he or she is legally required to pay in connection with such Options or underlying Shares.

9.3. Interpretation

The Options granted under this French Schedule are intended to qualify, respectively, for the special tax and social security treatment applicable to French-Qualified Options granted under Sections L. 225-177 to L. 225-186 and Sections L. 22-10-56 to L. 22-10-58 of the French Commercial Code, as amended, and in accordance with the relevant provisions set forth by French tax and social security laws, but the Company does not undertake to maintain this status. The terms of this French Schedule will be interpreted accordingly and in accordance with the relevant provisions set forth by French tax and social security laws and relevant guidelines published by French tax and social security administrations and subject to the fulfilment of certain legal, tax, social security, and reporting obligations, to the extent applicable. In the event of any conflict between the provisions of this French Schedule and the Scheme, the provisions of this French Schedule will control for any grants of Options, made hereunder to French Participants.

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SCHEDULE 3

USA

Where Options or SARs are granted to individuals subject to taxation in the United States at the Grant Date or thereafter (each such Option, a "US Option"), the Rules of the Scheme shall apply for the purposes of those Options subject to the requirements contained in this Schedule unless the Board determines otherwise when the Option is granted. If there is any conflict between the Rules and this Schedule, this Schedule prevails.

It is intended that any US Option will be granted on terms that early income inclusion and other penalties under Section 409A for Participant to which it is granted will not arise. However, the Company does not warrant this or indemnify the Participant for any such liability. By accepting a US Option (and any Shares they receive on its exercise), the Participant agrees to this provision.
Words and expressions set out in Rule 1 (Interpretation and construction) apply in this Schedule. In addition, the following words and expressions have the following meanings:
"Code" means the Internal Revenue Code of 1986 (as amended) and the Department of Treasury and Internal Revenue Service Regulations and guidance issued thereunder; and
"Section 409A" means Section 409A of the Code.
The following provisions apply:

(a) it is intended that the "short-term deferral" exception to Section 409A shall be available with respect to a US Option and, accordingly:

(i) the good leaver provisions of Rule 8 (Exercise and Lapse of an Option) will be interpreted and applied to constitute a "substantial risk of forfeiture" for the purposes of Section 409A (and furthermore (A) the reference to "retirement" in Rule 8.4 shall be deleted, and (B) for any Option that would normally become exercisable when a Five-Year Bonus becomes payable, the Option may not become exercisable under Rule 8.4(2) in the event that the Participant ceases to hold an office or employment with any Participating Company due to their resignation); and

(ii) its terms (including those set out in this Schedule) shall be interpreted in accordance with Section 409A;

(b) it is intended that the substantial risk of forfeiture shall lapse, if at all, on the earliest of:

(i) the Bonus Date, provided that the Participant remains continuously employed by a member of the Group until such date;

(ii) the date of cessation of employment (including by reason of death) where, in accordance with Rule 8, that cessation does not cause Option to lapse;

(iii) the date on which an event under Rule 9 (Change of control and liquidation) occurs, if that event causes the Option to become exercisable, provided that the Participant remains continuously employed by a [Participating Company] [member of the Group] until such date that date being, for purposes of this Schedule, the "s409A Vesting Date";

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(c) accordingly, notwithstanding any provision or Rule 8 or Rule 9 providing for a period of six months to exercise an Option, the Option shall be exercised and, if exercised, shall be settled in Shares no later than the later of:

(i) the 15th day of the third calendar month following the calendar year which includes the s409A Vesting Date, and
(ii) the 15th day of the third calendar month following the fiscal year of the Participating Company by which the Participant is employed which includes the s409A Vesting Date.

The Bonus Date for a US Option must be set forth in writing in the invitation to apply for the Option, the Savings Contract, or the Option certificate, in each case effective as of the Date of Grant.
To the extent practicable, any Shares to be used to satisfy a US Option that are delivered from an employee benefit trust established by the Company shall be acquired by the trust immediately before the US Option becomes exercisable.
Shares that may be acquired on the exercise of US Options have not been registered for trading under the United States Securities Act of 1933, as amended (the "Act") and have been granted and offered in reliance on exemptions from the registration requirement of such Act. By accepting the Option, the Participant confirms that the Participant has been informed that the aforesaid Shares are restricted securities under the Act and that they may not be offered, sold or otherwise disposed of except:

(a) in compliance with the registration requirement of the Act and state securities laws;
(b) pursuant to an opinion of counsel satisfactory to the Company that such registration is not required; or
(c) in market transactions on the London Stock Exchange in compliance with Regulation S under the Act.

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AI assistant

Senior PLC — Proxy Solicitation & Information Statement 2026

4599_agm-r_2026-03-12_5a22cfa2-2591-4379-a6d5-22cf9da6061a.pdf

Notice of Annual General Meeting

Annual General Meeting – Friday 8 May 2026

Resolutions

Inspection of documents

Recommendation

Ordinary business

Special business

17 Authority to disapply pre-emption rights (Special Resolution)

18 Authority to disapply pre-emption rights (acquisition or capital investment) (Special Resolution)

Ordinary business

The notes on the following pages give an explanation of the proposed resolutions

Resolution 1 Adoption of the Annual Report & Accounts, including supplementary Reports and the Financial Statements 2025

Resolution 2 Approval of the Directors' Remuneration Report

Resolution 3 Declaration of a Final 2025 Dividend as recommended by the Directors

Resolutions 4 to 12

Resolution 4 Election of Director – Graham Oldroyd

Resolution 5 Re-election of Director – Ian King

Resolution 6 Re-Election of Director – Alpna Amar

Resolution 7 Re-election of Director – Zoe Clements

Resolution 12 Re-election of Director – Mary Waldner

Resolution 13 Re-appointment of KPMG LLP as Auditor of the Company

Resolutions 14 Authority to determine the Auditor's Remuneration

Resolution 15 Renewal of authority for the Senior plc Savings-Related Share Option Scheme

Resolution 16 Authority to allot equity securities

Special resolutions

Resolutions 17–18 Disapplication of pre-emption rights

Resolution 19 Authority to purchase the Company's own shares

Resolution 20 Notice period for general meetings

Summary of principal terms of the Senior plc Savings-Related Share Option Sharesave (the "Scheme") as it is proposed to be amended.

Tax-advantaged Scheme

Operation

Eligibility

Grant of options

Individual participation

Option price

Exercise of options

Overall Scheme limits

Variation of capital

Rights attaching to Shares

Alterations to the Scheme

International Schemes

THE SENIOR PLC 2006 SAVINGS-RELATED SHARE OPTION SCHEME

1. INTERPRETATION AND CONSTRUCTION

1.1 Definitions

1.2 Construction

1.3 Governing law

2. PURPOSE

3. INDIVIDUAL LIMIT

4. INVITATIONS TO APPLY FOR OPTIONS

4.1 Timing of invitation

4.2 Invitation forms

4.3 Application forms

4.4 Manner of issue of invitations

4.5 Application for an Option

5. GRANT OF OPTIONS

5.1 Timing of grant

5.2 Excluded persons

5.3 Payment for an Option

5.4 Number of Shares under Option

5.5 Scaling down

5.6 Excess applications

5.7 Option certificates

6. EXERCISE PRICE

6.1 General

6.2 Dealing Days

7. RESTRICTIONS UPON EXERCISE

7.1 Employment with a Participating Company

7.2 Lapsing of Options

8. EXERCISE AND LAPSE OF AN OPTION

8.1 General

8.2 Death of a Participant

8.3 Cessation of employment - general

8.4 Cessation of employment - special circumstances

8.5 Employment by an associated company

8.6 [Intentionally Blank]

8.7 Termination of Savings Contract

9. CHANGE IN CONTROL AND LIQUIDATION

Senior PLC Proxy Solicitation & Information Statement 2026