SThree PLC — Proxy Solicitation & Information Statement 2026

Mar 9, 2026

s|three

RULES

OF THE

STHREE LONG TERM INCENTIVE PLAN 2026

Board adoption: 22 January 2026

Shareholders' approval: [29 April 2026]

Expiry date: the Company's AGM in 2036

Tapestry

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Table of Contents

1. Meaning of words used ... 1
2. Granting Awards ... 3
3. Participant limits ... 5
4. Share dilution limits ... 5
5. Vesting and exercise of Awards ... 6
6. Lapsing ... 7
7. Settlement of Awards ... 7
8. Investigations ... 8
9. Dealing Restrictions ... 8
10. Holding Period ... 9
11. Leaving ... 9
12. Post-termination restriction for Executive Directors ... 11
13. Mobile Participants ... 12
14. Takeovers and other corporate events ... 12
15. Exchange of Awards ... 14
16. Variations in share capital ... 15
17. Tax and withholding ... 15
18. Terms of employment ... 15
19. General ... 16
20. Administration ... 18
21. Changing the Plan and termination ... 18
22. Governing law and jurisdiction ... 20

Schedule 1 Awards granted to US Taxpayers ... 21

SThree Long Term Incentive Plan 2026

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SThree plc Long Term Incentive Plan

1. Meaning of words used

1.1 General

In these rules:

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

"Award Date" means the date specified under rule 2.4 (Terms of Awards);

"Board" means the board of directors of the Company or a committee duly authorised by it. For the purposes of rules 14 (Takeovers and other corporate events) and 15 (Exchange of Awards), it means those persons who were members of the Board immediately before the relevant event;

"Business Day" means a day on which the London Stock Exchange (or, if the Board decides, any other stock exchange on which the Shares are traded) is open for the transaction of business;

"Company" means SThree plc with registered number 03805979;

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

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

"Dealing Restrictions" means any internal or external restrictions on dealings or transactions in securities;

"Dividend Equivalent" means a right to receive an additional amount, as set out in rule 7.3 (Dividend Equivalents);

"Employee" means any employee (including an employed executive director) of any Member of the Group and, for the purposes of rule 18 (Terms of employment), it includes a former employee;

"Executive Director" means an executive director of the Company;

"Exercise Period" means the period during which an Option may be exercised, starting when the Option Vests and ending on the 10th anniversary of the Award Date unless the Board decides that a shorter period will apply under rule 2.4 (Terms of Awards);

"Expected Vesting Date" means the date the Board decides under rule 2.4 (Terms of Awards);

"Good Leaver Reason" means:

(i) death;
(ii) ill-health, injury or disability (evidenced to the satisfaction of the Board);
(iii) retirement by agreement with the Participant's employing company;
(iv) redundancy within the meaning of the Employment Rights Act 1996 (or an overseas equivalent), unless the Board decides otherwise;
(v) the Participant's employing company ceasing to be a Member of the Group;
(vi) the business or part of the business that employs the Participant being transferred outside of the Group; or

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(vii) any other reason, at the discretion of the Board;

"Group" means the Company and any company that is a subsidiary of the Company (within the meaning of section 1159 of the Companies Act 2006) and, for the purposes of rule 11 (Leaving), it includes associated companies nominated for this purpose by the Board, and "Member of the Group" will be understood accordingly;

"Holding Period" will be as described in rule 10 (Holding Period);

"Leaves" means ceasing to be an employee (and ceasing to be a director) of all Members of the Group and "Leaving" will be understood accordingly;

"Malus and Clawback Policy" means the SThree plc Malus and Clawback Policy (as amended from time to time) and "Malus" and "Clawback" will be understood accordingly;

"Market Value" on any day means:

(i) when Shares are listed on the London Stock Exchange (or, if the Board decides, any other stock exchange on which the Shares are traded):

(a) the price shown in the Stock Exchange Daily Official List (or the relevant foreign exchange list that performs a similar function) for the previous Business Day as the closing price for the Shares on that day (or if two closing prices are shown, the lower price, plus one-half of the difference between those two figures); or
(b) if the Board decides, the average of the price determined under (a) above over up to 5 consecutive Business Days as decided by the Board ending on the previous Business Day;

(ii) otherwise, the market value of a Share as determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992; or
(iii) such value as the Board may decide;

"Option" means a right in the form of a nil or nominal cost option to acquire Shares granted under, and exercisable in accordance with, the Plan;

"Other Conditions" means any conditions imposed under rule 2.4.7;

"Participant" means a person holding or who has held an Award or, after death, that person's personal representatives;

"Performance Conditions" means any performance conditions imposed under rule 2.4.6;

"Performance Period" means the period in respect of which any Performance Conditions are to be satisfied;

"Phantom Award" means a conditional right granted under the Plan to receive a cash sum linked to the value of a number of notional Shares;

"Plan" means the plan constituted by these rules and its schedules known as the SThree Long Term Incentive Plan 2026, as amended from time to time;

"Remuneration Policy" means the Company's Directors' Remuneration Policy as last approved by shareholders;

"Share" means a fully paid ordinary share in the capital of the Company;

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"Tax" means any tax and social security charges (and/or any similar charges), wherever arising, in respect of a Participant's Award or otherwise arising in connection with that Participant's participation in the Plan; and

"Vesting" means:

(i) in relation to a Conditional Award, a Participant becoming entitled to the Shares;
(ii) in relation to an Option, the Option becoming exercisable; and
(iii) in relation to a Phantom Award, a Participant becoming entitled to the cash sum,

and "Vest", "Vested" and "Unvested" will be understood accordingly.

1.2 Interpretation

In this Plan, the singular includes the plural and the plural includes the singular. References to any enactment or statutory requirement will be understood as references to that enactment or requirement as amended or re-enacted and they include any subordinate legislation made under it.

1.3 Award tranches

Where an Award is made up of different tranches with different Expected Vesting Dates, each tranche will be considered a separate Award for the purposes of interpreting and administering this Plan, except for the purposes of rule 5.6 (Option tranches).

2. Granting Awards

2.1 Eligibility

The Board has discretion to decide on the Employees who will receive Awards on any occasion. An Award may not be granted to someone who is not an Employee at the Award Date.

2.2 Timing of grant

Awards can be granted at any time, subject to Dealing Restrictions, except that Awards may only be granted to Executive Directors within 42 days starting on any of the following:

2.2.1 the day on which the Company's shareholders approve the Plan;
2.2.2 the day following the date on which the Company's results are announced or, where not announced, are published for any period; and
2.2.3 the day Dealing Restrictions, which prevented the granting of Awards during the periods specified above, are lifted,

or otherwise at any time when the Board considers that the grant of Awards is justified as a result of exceptional circumstances.

No Awards may be granted after the termination of the Plan.

2.3 Making an Award

Awards will be granted by deed or in any other way which ensures the Awards are contractually enforceable or as the Board considers appropriate.

Participants will be notified of the terms of their Awards as soon as practicable on or after the Award Date.

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The Board may require Participants to accept Awards or specific terms and may provide for Awards to lapse if they are not accepted within the time specified.

The Board may allow Participants to disclaim all or part of an Award within a specified period. If an Award is disclaimed, it will be deemed never to have been granted.

2.4 Terms of Awards

Awards are subject to the rules of the Plan. Awards to Executive Directors will be consistent with the Remuneration Policy.

The Board will approve the terms of an Award, including:

• 2.4.1 the Award Date;
• 2.4.2 the Award type;
• 2.4.3 the number of Shares subject to the Award or the basis for calculating the number of Shares;
• 2.4.4 the Expected Vesting Date applicable to the Award or, where it is divided into tranches, the Expected Vesting Date for each tranche of that Award;
• 2.4.5 in the case of an Option, the Exercise Period and any nominal amount payable to exercise the Option;
• 2.4.6 if the Award is subject to any Performance Conditions, details of those Performance Conditions and the applicable Performance Period;
• 2.4.7 details of any Other Conditions;
• 2.4.8 whether Dividend Equivalents will apply;
• 2.4.9 details of any Holding Period;
• 2.4.10 in relation to an Award granted to an Executive Director, the relevant period for the purposes of rule 12.1.1, if not 12 months from Leaving; and
• 2.4.11 whether the Participant may be required to enter into any election for a particular tax and/or social security treatment in respect of an Award and/or any Shares and any consequences of failing to make the election.

2.5 Performance Conditions

The Board may (and, for Executive Directors, will) make Vesting conditional on the satisfaction of one or more Performance Conditions.

An Award granted to an Executive Director will be subject to a Performance Period consistent with the Remuneration Policy.

The Board may change a Performance Condition in accordance with its terms or if anything happens that causes the Board to reasonably consider it appropriate to do so. A changed Performance Condition will not be materially less or more difficult to satisfy than the original condition was intended to be at the Award Date.

The Board will notify any relevant Participant as soon as practicable after any change.

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2.6 Other Conditions

The Board may impose Other Conditions on Vesting. The Board may change those Other Conditions in accordance with their terms or if anything happens which causes the Board to reasonably consider it appropriate to do so.

The Board will notify any relevant Participant as soon as practicable after any change.

2.7 Malus and Clawback

Awards will be subject to the Malus and Clawback Policy.

If there is any discrepancy between the Malus and Clawback Policy and the Plan, the Malus and Clawback Policy will prevail.

2.8 Shareholding Policy

Where a Participant is subject to the Shareholding Policy, the Shareholding Policy will apply to the Participant's Awards and any Shares acquired pursuant to those Awards. For these purposes "Shareholding Policy" means the SThree plc shareholding policy that requires a minimum shareholding by certain individuals, as in force from time to time.

2.9 No payment

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

2.10 Administrative errors

If the Board grants an Award:

2.10.1 in error, it will be deemed never to have been granted and/or will immediately lapse; and/or
2.10.2 which is inconsistent with any provisions in this Plan, it will take effect only to the extent permissible under the Plan and will otherwise be deemed never to have been granted and/or will immediately lapse.

2.11 Phantom Awards

A Phantom Award will not confer any right to receive Shares or any interest in Shares. The Plan will be interpreted and applied to reflect the fact that Phantom Awards are granted in respect of notional Shares only and are settled in cash rather than Shares.

3. Participant limits

Awards to Executive Directors may only be granted in accordance with the limits set out in the Remuneration Policy.

Awards may only be granted to any other Employee, in respect of any one financial year, with an aggregate Market Value (at each relevant Award Date) of up to the limit as shall be determined by the Board before the first grant of Awards under the Plan and as may be varied by the Board from time to time.

4. Share dilution limits

4.1 Share limits

An Award may not be granted that would cause the total number of Shares that have been Allocated in the previous 10 years (or could still be Allocated by virtue of rights granted) under the Plan and

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under any other employee share plans operated by the Company to exceed 10% of the ordinary share capital of the Company in issue.

4.2 Calculating the number of Shares

For the purposes of this rule 4 (Share dilution limits):

4.2.1 Shares are considered to be "Allocated" when allotted and issued as new shares, or transferred from treasury. However, if relevant institutional investor guidelines cease to require treasury shares to be taken into account for these purposes, then treasury Shares will not count towards these Share limits;

4.2.2 where there has been a variation in the share capital of the Company as described in rule 16 (Variations in share capital), the number of Shares taken into account for the purposes of the Share limits will be adjusted as the Board considers appropriate to take account of the variation.

5. Vesting and exercise of Awards

5.1 Timing of Vesting

An Award will Vest on the latest of:

5.1.1 the Expected Vesting Date;

5.1.2 the date it is decided that any Performance Conditions are satisfied; and

5.1.3 the date it is decided that any Other Conditions are satisfied.

5.2 Extent of Vesting

An Award will Vest to the extent that the Board decides that any Performance Conditions and/or Other Conditions are satisfied.

5.3 Fractions

Where an Award would otherwise Vest over a fraction of a Share, the number of Shares that will Vest will be rounded to the nearest whole Share.

5.4 Overriding discretion

The Board may adjust the extent to which an Award will Vest if it considers the extent of Vesting would otherwise not be appropriate, including when considering:

5.4.1 the wider performance of the Group or any Member of the Group, any business area or team;

5.4.2 the conduct, capability or performance of the Participant;

5.4.3 the experience of stakeholders;

5.4.4 any windfall gains; or

5.4.5 the total value that would otherwise be received by the Participant compared to the maximum value that the Award was intended to deliver.

5.5 Process for exercise of Options

To exercise an Option, a Participant must give notice during the Exercise Period in the manner decided by the Board.

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The exercise of an Option is effective on the date of receipt of the notice (and the exercise price, if required).

An Option may be exercised in full or in part and on more than one occasion.

5.6 Option tranches

The Board may decide that if:

5.6.1 an Option is made up of different tranches; and
5.6.2 the Option is exercised,

all tranches of that Option that are then capable of exercise will be exercised on that occasion.

6. Lapsing

An Award will lapse to the extent any part of it is no longer capable of Vesting (or of being exercised).

To the extent an Award lapses, it cannot Vest or be exercised under any other provision of the Plan. This means that, to the extent the Award lapses, the Participant has no right to receive the Shares or cash comprised in the Award.

7. Settlement of Awards

7.1 Delivery of Shares or cash

If an Award Vests, the Board will arrange for the delivery of Shares or cash to the Participant as soon as practicable after Vesting or, in the case of an Option, exercise.

7.2 Phantom Award payment

In the case of a Phantom Award, the cash sum will be equal to the aggregate Market Value of the notional Shares which have Vested, calculated as at the date of Vesting.

7.3 Dividend Equivalents

Where an Award includes Dividend Equivalents, the Participant will receive:

7.3.1 an amount equal to the dividends, the record date for which falls between the Award Date and Vesting, multiplied by the number of Shares in respect of which the Award Vests; or
7.3.2 if the Board so decides in the case of Options, an amount equal to the dividends, the record date for which falls between the Award Date and exercise, multiplied by the number of Shares in respect of which the Award is exercised.

Dividend Equivalents will be calculated on such basis as the Board decides. Special dividends will not be included, unless the Board decides otherwise.

Any Dividend Equivalents may be paid in cash or in such whole number of Shares (rounded down) that have an aggregate Market Value at Vesting or, where rule 7.3.2 applies, exercise, which is closest to that amount. Dividend Equivalents will be paid as soon as reasonably practicable following Vesting, or in the case of Options, exercise, on the same terms as the related Award.

7.4 Nominee

Shares may be delivered to and held by a nominee on behalf of the Participant.

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7.5 Shareholder rights

Shares issued in connection with this Plan will rank equally in all respects with the Shares in issue on that date.

Participants will only be entitled to rights attaching to Shares from the date of the allotment or transfer to them.

7.6 Cash alternative

The Board may choose to settle any Award partly or fully in cash. The Participant will have no right to acquire the Shares in respect of which an Award has been settled in cash.

7.7 Share transfer Tax

Unless stated otherwise, the Board will arrange payment of any stamp duty, stamp duty reserve tax or other corresponding share transfer taxes on settlement.

8. Investigations

8.1 Relevant investigation

This rule applies where an investigation is ongoing that might lead to Malus and/or Clawback being triggered in relation to an Award.

8.2 Impact of investigation

If an investigation is ongoing then, unless the Board decides otherwise:

8.2.1 the Award will not Vest;
8.2.2 if it is an Option, exercise will be suspended; and
8.2.3 where relevant, the Award will not be settled,

until the investigation is concluded and then the Award will only Vest, be exercisable or be settled as determined by the Board. If the Exercise Period of an Option would otherwise have ended, the Board can decide to extend that period and "Exercise Period" will be understood accordingly.

9. Dealing Restrictions

9.1 Application of rule

This rule applies if Dealing Restrictions would prohibit the Vesting of an Award, exercise of an Option, delivering or arranging delivery of Shares or cash to settle an Award, and/or the Participant from selling Shares, if required to discharge Tax.

9.2 Impact of Dealing Restrictions

If Dealing Restrictions apply, then:

9.2.1 an Unvested Award will not Vest until the Dealing Restrictions cease to apply;
9.2.2 any exercise will take effect as soon as reasonably practicable after the Dealing Restrictions cease to apply;
9.2.3 if an Exercise Period would otherwise end before the Dealing Restrictions cease to apply, it will be extended to end 30 days after the Dealing Restrictions cease to apply and "Exercise Period" will be understood accordingly; and

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9.2.4 the delivery of Shares or cash to settle an Award will not occur until the Dealing Restrictions cease to apply,

unless the Board decides otherwise.

10. Holding Period

10.1 Application of rule

An Award granted to an Executive Director will be subject to a Holding Period consistent with the Remuneration Policy.

Any other Award may be subject to a Holding Period which will be at least 2 years from Vesting or exercise of an Award, unless the Board decides otherwise under rule 2.4 (Terms of Awards).

10.2 Impact of Holding Period

If a Holding Period applies, the Shares acquired on Vesting or exercise of the Award may not be transferred, assigned or otherwise disposed of during the Holding Period other than a transfer:

10.2.1 to the Participant's personal representatives on death;
10.2.2 to a nominee in accordance with rule 10.3 (Nominee);
10.2.3 in accordance with rule 17.1 (Withholding);
10.2.4 under the Malus and Clawback Policy;
10.2.5 in connection with an event described in rule 14 (Takeovers and other corporate events) or rule 16.1 (Adjustment of an Award); or
10.2.6 otherwise with the agreement of the Board,

and any such attempted action will be invalid and ineffective.

10.3 Nominee

The Board may decide that Shares will be delivered to and held by a nominee on behalf of the Participant until the expiry of the Holding Period on such terms as the Board may decide.

At the end of the Holding Period, the Participant may take the Shares out of the nominee arrangement.

10.4 Phantom and cash-settled Awards

The Board will decide if and how any Holding Period will operate in relation to cash and will communicate this to the Participant.

10.5 Proof of ownership

If the Board requires, and, in the case of an Option, only following exercise of an Award, a Participant must provide proof of continued beneficial ownership of the Shares during and at the end of the Holding Period.

11. Leaving

11.1 Leaving – before Vesting

Where a Participant Leaves before Vesting, the Award will lapse on the date the Participant Leaves, unless other provisions of this rule 11 (Leaving) apply.

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If a Participant Leaves for a Good Leaver Reason before Vesting, the Award will:

11.1.1 if the reason is death, Vest on the date of death;
11.1.2 otherwise continue until the normal date of Vesting, unless the Board decides that the Award will Vest on an earlier date; and
11.1.3 Vest and, for an Option, become exercisable only to the extent prescribed by rule 11.4 (Good leavers – Vesting and exercise).

11.2 Leaving – after Vesting

If a Participant Leaves after Vesting, the Award will:

11.2.1 continue in accordance with the Plan; and
11.2.2 in the case of an Option, be exercisable for a period of 6 months (12 months in the case of the Participant's death) from the date the Participant Leaves (or such longer period as the Board decides) and will then lapse.

11.3 Summary dismissal

If, at any time, a Participant is summarily dismissed, or Leaves in circumstances where the Participant's employer would have been entitled to summarily dismiss the Participant (in the opinion of the Board), or the Board subsequently becomes aware that the Participant's employer would have been so entitled, then that Participant's Awards will immediately lapse.

11.4 Good leavers – Vesting and exercise

If this rule 11.4 (Good leavers – Vesting and exercise) applies:

11.4.1 an Award will only Vest:

(i) to the extent that the Board decides any Performance Conditions have been satisfied as measured over the Performance Period, or if the Performance Period has not yet ended, to the extent the Board estimates any Performance Conditions would be satisfied over the Performance Period (or such other period as the Board decides is appropriate);
(ii) to the extent that the Board decides any Other Conditions have been satisfied, unless the Board decides otherwise;
(iii) subject to any adjustment in accordance with rule 5.4 (Overriding discretion); and
(iv) pro-rata to reflect the period from the Award Date until the date the Participant Leaves, as a proportion of the period from the Award Date until the Expected Vesting Date calculated by reference to complete months, unless the Board decides otherwise,

and, to the extent the Award does not Vest, it will then lapse; and

11.4.2 Options will be exercisable for a period of 6 months (12 months in the case of the Participant's death) from Vesting (or such longer period as the Board decides) and will then lapse.

11.5 Good leavers – exchange

Where a Participant Leaves because:

11.5.1 that Participant's employing company ceases to be a Member of the Group; or

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11.5.2 the business or part of the business that employs the Participant is transferred outside of the Group,

the Board may decide, with the consent of the entity acquiring the employing company or business (or other member of its group, as appropriate), that rule 11.1 (Leaving - before Vesting) and rule 11.2 (Leaving – after Vesting) will not apply and instead, rule 15 (Exchange of Awards) will apply.

11.6 Leaving – Exercise Period

No period for exercise set out in this rule 11 (Leaving) will extend any Exercise Period that would otherwise apply to an Award if the Participant was not Leaving.

11.7 Leaving – Holding Period

Where a Participant Leaves, any Holding Period will continue to apply unless the Board decides otherwise, except on death, where any Holding Period will cease to apply.

11.8 Changing role and/or responsibilities

Where a Participant's role and/or responsibilities within the Group change, but the Participant does not Leave, the Board may decide to treat that Participant as Leaving for the purposes of any Awards that have not Vested, in which case the Participant will be treated in respect of those Awards, as Leaving for a Good Leaver Reason, unless the Board decides otherwise.

12. Post-termination restriction for Executive Directors

12.1 Meaning of “Employed as an Executive”

For the purposes of this rule 12 (Post-termination restriction for Executive Directors), “Employed as an Executive” means becoming employed or engaged, directly or indirectly, by a business as an executive or statutory director or an equivalent role, as the Board decides is appropriate, within 12 months from Leaving, or such other period as the Board decides:

12.1.1 at the time the Award is granted; or
12.1.2 if the Participant has become an Executive Director since the Award Date, at the time of Leaving.

This does not apply to non-executive directors or voluntary roles.

12.2 Application of rule

This rule 12 (Post-termination restriction for Executive Directors) will apply to an Award where the Participant:

12.2.1 is an Executive Director;
12.2.2 Leaves for a Good Leaver Reason before Vesting and the reason for Leaving is retirement by agreement with the Participant's employing company; and
12.2.3 becomes Employed as an Executive.

If the Board decides, at any time, that this rule 12.2 (Application of Rule) will apply, then:

12.2.4 if the Award has not yet been settled, it will immediately lapse in full unless the Board decides otherwise; or
12.2.5 if the Award has already been settled, the Board may recover such amount relating to the Award as the Board decides is appropriate (not exceeding the gross value (as decided by

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the Board) of the Award, including any benefits received such as Dividend Equivalents or dividends as a consequence of the Award or the underlying Shares). This amount may be recovered by using any of the methods set out in the Malus and Clawback Policy to effect Clawback (as defined in that policy).

13. Mobile Participants

13.1 Application of rule

If a Participant moves from one jurisdiction to another or becomes tax resident in a different jurisdiction and, as a result, there may be adverse legal, regulatory, administrative or tax consequences for the Participant and/or a Member of the Group in connection with an Award then the Board may adjust that Participant's Award so that the Award is on such terms, subject to such conditions and over such shares (or other type of securities or cash) as the Board may consider appropriate.

13.2 Cancellation

If the Board decides that the adjustment of an Award under rule 13.1 (Application of rule) is not practicable or appropriate, the Board may decide that the Award will lapse.

13.3 Notifying Participants

The Board will notify affected Participants of any adjustment or decision made under this rule 13 (Mobile Participants) as soon as practicable.

14. Takeovers and other corporate events

14.1 Takeovers

Except where Awards are to be exchanged in accordance with rule 15 (Exchange of Awards), where:

• 14.1.1 a person (or a group of persons acting in concert) obtains Control of the Company as a result of making an offer to acquire Shares; or
• 14.1.2 a person (or a group of persons acting in concert) having obtained Control of the Company makes an offer to acquire all the Shares that person does not already own; or
• 14.1.3 a court sanctions a compromise or arrangement under Section 895 or 901F of the Companies Act 2006 (or, where appropriate, such equivalent procedure under local legislation), for the purposes of a change of Control of the Company,

Awards will Vest to the extent set out in rule 14.4 (Vesting), on the following date:

• (i) in the case of an offer within rule 14.1.1 or rule 14.1.2, the date such offer becomes unconditional in all respects; and
• (ii) in the case of a compromise or arrangement within rule 14.1.3, the effective date of the transaction, or, if the Board so decides, the date of the court sanction.

14.2 Other corporate events

If the Company is or may be affected by:

• 14.2.1 any demerger, delisting, distribution (other than an ordinary dividend) or other transaction which might affect the current or future value of any Award; or

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14.2.2 any reverse takeover (not within rule 14.1.1), merger by way of a dual listed company or other significant corporate event,

the Board may decide that Awards will Vest on a date determined by the Board and to the extent set out in rule 14.4 (Vesting).

14.3 Winding up

If notice is given of a resolution for the voluntary winding up of the Company, Awards will Vest on the date the notice is given (or such other date as the Board decides) to the extent set out in rule 14.4 (Vesting).

14.4 Vesting

If this rule 14.4 (Vesting) applies, an Award will Vest to the extent that the Board decides, having regard to:

14.4.1 the extent that the Board decides any applicable Performance Conditions have been satisfied as measured over the Performance Period, or if the Performance Period has not yet ended, to the extent the Board estimates any Performance Conditions would be satisfied over the Performance Period (or such other period as the Board decides is appropriate);

14.4.2 the extent that the Board decides any Other Conditions have been satisfied, unless the Board decides otherwise;

14.4.3 any factors which would lead to adjustment in accordance with rule 5.4 (Overriding discretion); and

14.4.4 any pro-rata adjustment to reflect the period from the Award Date until the date of Vesting, as a proportion of the period from the Award Date until the Expected Vesting Date calculated by reference to complete months, unless the Board decides otherwise,

and, to the extent the Award does not Vest, it will then lapse.

14.5 Exercise

Where an Option Vests on a specified date pursuant to this rule 14 (Takeovers and other corporate events) or was already Vested on that date, it will be exercisable for a period of 1 month or such other period as the Board decides from that date, and will then lapse.

This will not extend any Exercise Period that would otherwise apply to an Award.

14.6 Malus and Clawback Policy

If this rule 14 (Takeovers and other corporate events) applies to an Award, the Malus and Clawback Policy will continue to apply to an Award with such amendments (if any) as the Board determines, unless the Board decides otherwise (where appropriate, with the consent of the entity which has Control of the Company immediately following the relevant transaction).

14.7 Holding Period

If this rule 14 (Takeovers and other corporate events) applies to an Award, any applicable Holding Period will cease to apply to an Award (or the Shares held pursuant to Vesting or exercise of that Award) unless the Board decides that it should continue to apply until its expiry in accordance with the Plan and the terms of the Award, in which case, the Board will specify such amendments as it considers appropriate to implement the Holding Period following the relevant event.

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15. Exchange of Awards

15.1 Meaning of "Acquirer"

For the purposes of this rule 15 (Exchange of Awards), "Acquirer" means:

15.1.1 a person that obtains Control of the Company as referred to rules 14.1.1 or 14.1.3, or obtains further Shares as referred to in rule 14.1.2; or
15.1.2 where rule 11.5 (Good Leavers – exchange) applies, the entity acquiring the employing company or business (or other member of its group, as appropriate).

15.2 Application of rule

15.2.1 Where an event mentioned within rule 14.1 (Takeovers) or rule 14.2 (Other corporate events) is expected to or does occur, then:

(i) if the relevant event constitutes a corporate reorganisation of the Company where substantially all the shareholders of the Company immediately before the reorganisation will be shareholders in the Acquirer immediately afterwards (whether directly or indirectly), then, unless the Board decides otherwise, rule 14 (Takeovers and corporate events) will not apply, and Awards will be exchanged for new awards; and
(ii) in any other case, the Board may, with the consent of the Acquirer, decide that:

(a) rule 14 (Takeovers and other corporate events) will not apply, and Awards will be exchanged for new awards; or
(b) Participants will be entitled to choose, within a period decided by the Board, whether their Award should Vest in accordance with rule 14 (Takeovers and other corporate events) or be exchanged for a new award.

15.2.2 If the Board decides as provided in rule 11.5 (Good Leavers - exchange) that this rule 15 (Exchange of Awards) will apply, then the Participant's Awards will be exchanged for new awards.

15.3 Timing of exchange

Any such exchange will take place on (or as soon as practicable after) the relevant event under rule 14 (Takeovers and other corporate events) or rule 11.5 (Good Leavers - exchange).

15.4 Exchange terms

Any new award will be granted on such terms and over such shares (or other type of securities) as the Board decides, with the agreement of the Acquirer where applicable.

15.5 Interpretation following exchange

Unless the Board decides otherwise, where a new award is expressed to be governed by the Plan, the Plan will be interpreted as if references to Shares are references to the shares (or other securities) over which the new award is granted and references to the Company are to such company as the Board decides.

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1. Variations in share capital

16.1 Adjustment of an Award

If there is:

16.1.1 a variation in the share capital of the Company, including a capitalisation or rights issue, open offer, sub-division, consolidation or reduction of share capital;
16.1.2 a demerger (in whatever form);
16.1.3 a special dividend or distribution; or
16.1.4 any other transaction which the Board decides will materially affect the value of the Shares,

and where the Board has not decided pursuant to rule 14.2 (Other corporate events) that Awards will Vest in connection with such an event, the Board may adjust the number or class of the Shares to which an Award relates in such manner as the Board considers appropriate.

The Board will notify affected Participants of any adjustment made under this rule 16.1 (Adjustment of an Award) as soon as practicable.

1. Tax and withholding

17.1 Withholding

Any Member of the Group, any employing company, the trustee of any relevant employee benefit trust or any third-party provider nominated by the Board (for the purpose of this rule 17.1 (Withholding) a “Withholding Entity”) may make withholding arrangements as set out in this rule 17.1 (Withholding).

A Withholding Entity may make such withholding arrangements as it considers necessary or desirable, in order to comply with requirements for the withholding or recovery of Tax from a Participant, to collect any outstanding exercise price and to meet any applicable dealing and/or currency exchange costs and other associated costs.

Withholding arrangements may include the sale on behalf of the Participant of some or all of the Shares to which the Participant is entitled under the Plan, withholding some or all of the Shares to which the Participant would otherwise be entitled under the Plan, or, making deductions from any cash payment owed to the Participant.

17.2 Participant indemnity

Each Participant indemnifies the Group for that Participant's liability for Tax.

1. Terms of employment

18.1 Application

This rule 18 (Terms of employment) applies during an Employee's employment and after the termination of an Employee's employment, whether or not the termination is lawful.

18.2 Not part of employment contract

Nothing in the rules of the Plan, or the operation of the Plan, forms part of an Employee's contract of employment or alters it. The rights and obligations arising from the employment or former employment relationship between the Employee and the relevant Member of the Group are separate from, and

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

18.3 No future expectation

No Employee has a right to participate in the Plan. Participation in the Plan or the grant of an Award on a particular basis in any year does not create any right to or expectation of participation in the Plan or the grant of an Award on the same, or any other, basis (or at all) in the future.

18.4 Decisions and discretion

The terms of the Plan do not entitle the Employee to the exercise of any discretion in the Employee's favour. The Employee will have no claim or right of action in respect of any decision, omission or discretion which may operate to the disadvantage of the Employee.

18.5 No compensation

No Employee has any right to compensation or damages for any loss (actual or potential) in relation to the Plan, including any loss in relation to:

• 18.5.1 any loss or reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment);
• 18.5.2 any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any failure or delay to exercise a discretion or take a decision; and
• 18.5.3 the operation, suspension, termination or amendment of the Plan.

18.6 Waiver

By participating in the Plan, an Employee agrees to waive all rights which might otherwise arise under the Plan, other than the right to acquire Shares or cash (as appropriate) subject to and in accordance with the explicit rules of the Plan, in consideration for and as a condition of the grant of an Award.

19. General

19.1 Data protection

Participation in the Plan will be subject to:

• 19.1.1 any data protection policies applicable to any relevant Member of the Group;
• 19.1.2 any applicable privacy notices; and
• 19.1.3 where required, any applicable consents.

19.2 Consents and filings

All allotments, issues and transfers of Shares or cash payments will be subject to the Company's articles of association and any necessary consents or filings required in any relevant jurisdiction. The Participant will be responsible for complying with any requirements needed in order to obtain, or to avoid the necessity for, any such consents or filings.

19.3 Source of Shares

Awards may be settled using newly issued Shares, Shares transferred from treasury and Shares purchased in the market.

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19.4 Listing

If, and for as long as the Shares are listed on the London Stock Exchange (or, if the Board decides, any other stock exchange on which the Shares are traded), the Company will apply as soon as practicable for the listing and admission to trading on such exchange of any Shares issued in connection with the Plan.

19.5 Notices

Any notice or other communication required under this Plan will be given in writing, which may include electronic means.

Any notice or other communication to be given to an Employee or Participant may be delivered by electronic means (including by email, through the Group's intranet or a share plan portal), personally delivered or sent by ordinary post to such address as the Board reasonably considers appropriate.

Any notice or other communication to be given to the Company or its agents may be delivered or sent to its registered office or such other place and by such means as the Board or the Company's agents may specify and notify to Employees and/or Participants, as relevant.

Notices or other communications:

19.5.1 sent electronically will be deemed to have been received immediately (if sent during usual business hours) or at the opening of business on the next Business Day (if sent outside usual business hours);

19.5.2 that are personally delivered will be deemed to have been received when left at the relevant address (if left during usual business hours) or at the opening of business on the next Business Day (if left outside usual business hours); and

19.5.3 sent by post will be deemed to have been received 24 hours after posting to a UK address or 3 days after posting to an address outside the UK,

unless there is evidence to the contrary.

All notices or communications to be given to Employees or Participants are given and sent at the risk of the addressee. No Member of the Group has any liability in respect of any notice or communication given or sent, nor need they be concerned to see that the addressee actually receives it.

19.6 Third party rights

Except as otherwise expressly stated to the contrary, nothing in the Plan confers any benefit, right or expectation on any person other than an Employee, Participant or Member of the Group. No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 (or any similar legislation in an overseas jurisdiction) to enforce any rule of this Plan.

19.7 Bankruptcy

A Participant's Award will lapse if the Participant becomes bankrupt or enters into a compromise (or any overseas equivalent) with the Participant's creditors generally, other than where the compromise (or overseas equivalent) is entered into by the Participant voluntarily and at the Participant's complete discretion.

19.8 Not pensionable

None of the benefits that may be received under the Plan are pensionable.

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19.9 Not transferable

A Participant's Award will lapse if the Participant transfers, assigns, charges or otherwise disposes of the Award or any of the rights in respect of it, whether voluntarily or involuntarily, including by operation of law, (other than to that Participant's personal representatives on death).

19.10 Currency conversions

Any conversion of money into different currencies (whether notional or actual) will be done at a time and rate of exchange that the Board decides.

No Member of the Group will be liable for any loss due to movements in currency exchange rates or conversion or money transfer charges.

19.11 No liability for delay

No Member of the Group will be liable for any loss arising from any delay in giving effect to any notice or communication received from an Employee or Participant or in procuring a sale, allotment or transfer of any Shares.

1. Administration

20.1 Administration of the Plan

The Plan will be administered by the Board, which has authority to take such action in relation to, or make such rules and regulations for, the administration of the Plan as it considers necessary or desirable, or where appropriate to amend or waive any such rules or regulations.

The Board may delegate any and all of its rights and powers under the Plan.

20.2 Board decisions

All decisions of the Board in connection with the Plan and its interpretation and the terms of any Awards (including in any dispute) will be final and conclusive.

The Board will decide whether and how to exercise any discretion in the Plan.

20.3 Severance of rules

If any provision of the Plan is held to be invalid, illegal or unenforceable for any reason by any court with jurisdiction then, for the purposes of that jurisdiction only:

20.3.1 such provision will be deleted; and
20.3.2 the remaining provisions will continue in full force and effect,

unless the Board decides otherwise.

20.4 Language

Where there is any conflict between the terms of the English version of the Plan, the Awards and/or any ancillary documents and a version in any other language, the English language version will prevail.

1. Changing the Plan and termination

21.1 General power

The Board may change the Plan in any way and at any time.

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21.2 Shareholder approval

The Board will obtain prior approval of shareholders by ordinary resolution for any change to the Plan which is to the advantage of present or future Participants and which relates to any of the following:

• 21.2.1 the persons who may receive Shares or cash under the Plan;
• 21.2.2 the total number or amount of Shares or cash which may be delivered or paid under the Plan;
• 21.2.3 the maximum entitlement for any Participant;
• 21.2.4 the basis for determining a Participant's entitlement to, and the terms of, Shares or cash provided under the Plan and the rights of a Participant in the event of a variation made under rule 16.1.1; and
• 21.2.5 this rule 21.2 (Shareholder approval).

21.3 Shareholder approval – minor changes exception

The Board need not obtain shareholder approval for any minor changes to the Plan which are to:

• 21.3.1 benefit the administration of the Plan;
• 21.3.2 comply with or take account of a change in legislation; and/or
• 21.3.3 obtain or maintain favourable tax, exchange control or regulatory treatment of any Member of the Group or any present or future Participant.

21.4 Participant consent

If a proposed change would be to the material disadvantage of one or more Participants in respect of existing rights under the Plan, then the Board must obtain the written consent of the affected Participant(s).

21.5 Participant consent – minor changes exception

The Board need not obtain Participant consent for any minor changes which are to:

• 21.5.1 benefit the administration of the Plan;
• 21.5.2 comply with or take account of a change in legislation; and/or
• 21.5.3 obtain or maintain favourable tax, exchange control or regulatory treatment of any Member of the Group or any present or future Participant.

21.6 Participant consent – majority consent exception

The Board need not obtain the consent of a Participant if:

• 21.6.1 the Board invites each disadvantaged Participant to indicate whether or not they approve the change; and
• 21.6.2 the majority of the Participants (by number) who were invited and who make an indication approve the change.

21.7 Notice of change

The Board will give written notice of changes to Participants whose Awards are materially affected.

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21.8 International variations

The Board may establish plans or schedules based on the Plan, but modified to take account of any local tax, exchange control or securities laws in other jurisdictions, provided that any Awards made under such plans or schedules are subject to the limits set out in rules 3 (Participant limits) and 4 (Share dilution limits).

21.9 Termination of the Plan

The Plan will terminate on the date of the Company's annual general meeting in 2036 (or on such earlier date as the Board decides). Termination will not affect existing rights under the Plan.

22. Governing law and jurisdiction

The laws of England and Wales govern the Plan and all Awards. The courts of England and Wales have exclusive jurisdiction in respect of any disputes arising in connection with the Plan or any Award.

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Schedule 1
Awards granted to US Taxpayers

1. Introduction

The purpose of this Schedule is to make certain variations to the terms of the Plan in the case of its operation for Employees and Participants who are US Taxpayers. In the event that a Participant becomes a US Taxpayer after the Award Date, then the Participant's Awards will immediately be modified in a manner consistent with the provisions of this Schedule.

1. Meaning of words used

In this Schedule:

"Award" means a Conditional Award or a Phantom Award;

"Section 409A" means Section 409A of the US Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated and other official guidance issued under it, collectively, and "Treasury Regulations" will be understood accordingly;

"Short-Term Deferral Period" means the period commencing on the date that an Award first is no longer subject to a "substantial risk of forfeiture" for the purposes of Section 409A and ending upon the 15th day of the third month following the end of the Taxable Year in which such Award first is no longer subject to the substantial risk of forfeiture;

"Taxable Year" means the calendar year or, if later, the end of the taxable year of the Member of the Group that employs the US Taxpayer; and

"US Taxpayer" means an Employee or Participant who is subject to US federal income taxation on the Award Date, or who is expected to become subject to US federal income taxation following the Award Date, or who becomes subject to US federal income taxation following the Award Date but prior to the date upon which any part of the Award Vests.

1. Granting Awards

Options will not be granted to a US Taxpayer. In the event a Participant holding an Option is or becomes a US Taxpayer on or after the Award Date, the Option will be treated as a Conditional Award, and will be settled in accordance with the Plan and this Schedule.

1. Settlement and Payment of Awards

4.1 Timing for settlement and payment

Notwithstanding any of the rules of the Plan (including, but not limited to, rule 7 (Settlement of Awards), rule 8 (Investigations), rule 9 (Dealing Restrictions), rule 11 (Leaving) and rule 14 (Takeovers and other corporate events)), an Award granted to a US Taxpayer (and any Dividend Equivalent in respect of the Award) must be settled or paid no later than the end of the Short-Term Deferral Period.

In the event that an Award granted to a US Taxpayer (or any Dividend Equivalents in respect of the Award) has not been settled or paid by the end of the Short-Term Deferral Period because settlement or payment would have violated applicable law (including, but not limited to, a delay due to Dealing Restrictions where settlement or payment would otherwise have violated applicable law), then to the extent permissible under Section 1.409A-1(b)(4)(ii) of the proposed Treasury Regulations, such settlement or payment may be delayed so long as the Award (and any Dividend Equivalents in respect

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of it) is then settled or paid at the earliest date at which it is reasonably anticipated that such law no longer prevents such settlement or payment.

4.2 Malus and Clawback; Holding Period

For the avoidance of doubt, neither the possible application of rule 2.7 (Malus and Clawback) nor any Holding Period imposed pursuant to rule 10 (Holding Period) to an Award granted to a US Taxpayer will impose an additional or extend the existing substantial risk of forfeiture applicable to such Award for purposes of Section 409A.

4.3 Early settlement under this Schedule

If an Award is settled, in accordance with paragraph 4.1 (Timing for settlement and payment), earlier than it would have been had the Award not been subject to this Schedule, the Shares or cash (as the case may be) acquired by the US Taxpayer may not be transferred, assigned or otherwise disposed of by or on behalf of the US Taxpayer before the date on which the Award would otherwise have been settled, other than:

• 4.3.1 to the US Taxpayer's personal representatives on death;
• 4.3.2 to a nominee in accordance with rule 10.3 (Nominee);
• 4.3.3 in accordance with rule 17.1 (Withholding);
• 4.3.4 under the Malus and Clawback Policy;
• 4.3.5 in connection with an event described in rule 14 (Takeovers and other corporate events) or rule 16.1 (Adjustment of an Award); or
• 4.3.6 otherwise with the agreement of the Board,

and any such attempted action will be invalid and ineffective.

4.4 Delay for investigations

For the avoidance of doubt, the application of rule 8 (Investigations) to an Award granted to a US Taxpayer will not impose an additional, or extend the existing, substantial risk of forfeiture applicable to the Award for the purposes of Section 409A. If an investigation is ongoing which might lead to Malus being triggered, and an Award granted to a US Taxpayer is settled or paid before the end of the applicable Short-Term Deferral Period (or such later date permitted by paragraph 4.1 (Timing for settlement and payment)) but before such investigation has been concluded, the Shares or cash acquired by the US Taxpayer before the end of the applicable Short-Term Deferral Period (or such later date permitted by paragraph 4.1 (Timing for settlement and payment)) shall be subject to paragraph 4.3 (Early settlement under this Schedule).

5. Changes to Awards

5.1 Conditions

Any Performance Conditions or Other Conditions applicable to an outstanding Award granted to a US Taxpayer may not be altered if and to the extent that the alteration would result in the Short-Term Deferral Period ending earlier, except where the condition is waived.

5.2 Adjustments

Where there is to be an adjustment of an Award granted to a US Taxpayer pursuant to rule 13 (Mobile Participants) or rule 16 (Variations in share capital), the Board will attempt to structure the terms of the adjustment so that it does not violate Section 409A.

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5.3 Exchange of Awards

Where there is to be an exchange of an Award granted to a US Taxpayer pursuant to rule 15 (Exchange of Awards), the Board will attempt to structure the terms of the exchange and the new award under rule 15 (Exchange of Awards) such that neither the exchange nor the new award violates Section 409A.

5.4 Changing the Plan or Awards

Notwithstanding rule 21 (Changing the Plan and termination), any amendment to the Plan (including this Schedule) or an Award will only be effective with respect to an Award granted to a US Taxpayer to the extent that it does not cause the Award to violate Section 409A.

1. General

6.1 Intention

Awards granted to US Taxpayers, and any Dividend Equivalents in respect of such Awards, are intended to be exempt from the requirements of Section 409A under the short-term deferral exception described in Section 1.409A-1(b)(4), and the Plan (including this Schedule) will be interpreted and administered consistent with this intention with respect to Awards granted to US Taxpayers and any Dividend Equivalents in respect of such Awards.

6.2 No guarantee

Notwithstanding any other provision of the Plan (including this Schedule) or any Award, no Member of the Group guarantees or warrants to any person that an Award granted to a US Taxpayer is exempt from Section 409A. Each US Taxpayer is solely responsible and liable for the satisfaction of all taxes, penalties and interest that may be imposed on the US Taxpayer in connection with the Plan and/or this Schedule or any Award, including any taxes, penalty or interest under Section 409A. No Member of the Group shall have any obligation to indemnify or otherwise hold a US Taxpayer harmless from any or all of such taxes, penalty or interest.

6.3 Conflict

In the event of any conflict between a provision of the main rules of the Plan and a provision of this Schedule, with respect to an Award granted to a US Taxpayer, the provisions of this Schedule will take precedence.

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