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STV GROUP PLC — Remuneration Information 2026
Apr 21, 2026
4659_rns_2026-04-21_fb256c7f-ae38-40d6-bbd7-4ca0ce7f33d8.pdf
Remuneration Information
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Rules of the STV Group PLC
Share Option Plan 2026
Approved by the shareholders of STV Group PLC on [ ] 2026 Adopted by the board of directors of STV Group PLC on [ ] 2026
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Contents
1 DEFINITIONS AND INTERPRETATION 1 2 GRANT OF OPTIONS 4 3 RESTRICTIONS ON TRANSFER AND BANKRUPTCY 4 4 INDIVIDUAL LIMIT 4 5 PLAN LIMITS 4 6 REDUCTION OF AWARDS AND CLAWBACK 5 7 VESTING, RELEASE AND EXERCISE 7 8 TAXATION AND REGULATORY ISSUES 8 9 CASH EQUIVALENT 8 10 CESSATION OF EMPLOYMENT 9 11 CORPORATE EVENTS 11 12 ADJUSTMENTS 13 13 AMENDMENTS 13 14 LEGAL ENTITLEMENT 14 15 GENERAL 15
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THE STV GROUP PLC SHARE OPTION PLAN 2026
1 DEFINITIONS AND INTERPRETATION
1.1 In this Plan, unless otherwise stated, the words and expressions below have the following meanings:
"Board" subject to rule 11.9, the board of the Company or any duly authorized committee of the board;
"Company" STV Group PLC registered in Scotland under number SC203873;
"CSOP Option" an option granted on the terms set out in Schedule 2 to the Plan;
"Control" the meaning given by section 995 of the Income Tax Act 2007;
"Dealing Day" any day on which the London Stock Exchange is open for business;
"Dealing Restrictions" restrictions imposed by the Company's share dealing code, the Listing Rules or any applicable laws or regulations which impose restrictions on share dealing;
"Eligible Employee" an employee (including an executive director) of the Company or any of its Subsidiaries;
"Exercise Price" the price per Share payable on the exercise of an Option;
"FCA" the United Kingdom Financial Conduct Authority (or other relevant authority);
"Grant Date" the date on which an Option is granted;
"Grant Period" the period of 42 days commencing on:
(i) the day on which the Plan is approved by shareholders of the Company in general meeting; (ii) the Dealing Day after the day on which the Company makes an announcement of its results for any period; or (iii) any day on which the Board resolves that exceptional circumstances exist which justify the grant of Options;
unless the Company is restricted from granting Options during the periods specified above as a result of any Dealing Restrictions, in which case the relevant Grant Period will be 42 days commencing on the Dealing Day after such Dealing Restrictions are lifted;
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“Group Member”
the Company, any Subsidiary of the Company, any company which is (within the meaning of section 1159 of the Companies Act 2006) the Company's holding company or a Subsidiary of the Company's holding company or, if the Board so determines, any body corporate in relation to which the Company is able to exercise at least 20% of the equity voting rights and “Group” will be construed accordingly;
“Holding Period”
a period of at least two years, as determined by the Board, and beginning on the day immediately after the Vesting Date for any Option which the Board may determine shall apply to it under rule 2.4;
“Internal Reorganisation”
where immediately after a change of Control of the Company, all or substantially all of the issued share capital of the acquiring company is owned directly or indirectly by the persons who were shareholders in the Company immediately before the change of Control;
“Market Value”
the market value in relation to a Share at the stated time, determined in one of the following ways:
(i) unless sub-paragraph (ii) below applies, if Shares are quoted in the London Stock Exchange Daily Official List, the middle-market quotation of the Shares (as derived from that List) on the dealing day before the Grant Date or, if the Board so determines, the average of the middle-market quotations during a period determined by the Board not exceeding the period of 5 dealing days ending with the dealing day immediately preceding date on which the value is to be determined, provided such dealing day(s) do not fall within any period when dealings in Shares are prohibited by any Dealing Restrictions in relation to a Share at any relevant time:
(ii) market value calculated on such other basis as the Board determines;
“Listing Rules”
the FCA’s listing rules, as amended from time to time;
“Normal Release Date”
the date on which an Option will normally be Released, which:
(i) in relation to an Option to which no Holding Period applies, will be the Vesting Date; and
(ii) in relation to an Option to which a Holding Period applies, will be the day immediately following the end of the Holding Period;
“Option”
a right to acquire Shares on payment of the Exercise Price, subject to and in accordance with the terms of the Plan;
“Participant”
any person who holds an Option (or, in respect of rule 6, any person to whom Shares have been issued or transferred in respect of an Option)
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or following his death, his personal representatives;
“Plan” The STV Group PLC Share Option Plan 2026 in its present form, or as from time to time amended;
“Release” the point at which an Option becomes capable of exercise in accordance with the rules of the Plan (and “Released” will be construed accordingly);
“Release Date” the date on which an Option is Released;
“Share” a fully paid ordinary share in the capital of the Company;
“Subsidiary” the meaning given by section 1159 of the Companies Act 2006;
“Tax Liability” any tax or social security contributions liability in connection with an Option for which the Participant is liable and for which any Group Member or former Group Member is obliged to account to any relevant authority;
“Trustee” the trustee or trustees for the time being of any employee benefit trust, the beneficiaries of which include Eligible Employees;
“Vest” an Option reaching its Vesting Date and “Vesting”, “Vested” and “Unvested” will be construed accordingly; and
“Vesting Date” in relation to an Option, the third anniversary of the Grant Date (or such other date determined by the Board), and the period from the Grant Date to the Vesting Date is referred to in these rules as the “Vesting Period”.
1.2 References in the Plan to: 1.2.1 any statutory provisions are to those provisions as amended or re-enacted from time to time; 1.2.2 the singular include the plural and vice versa; and 1.2.3 the masculine include the feminine and vice versa.
1.3 Headings and footnotes do not form part of the Plan.
1.4 The terms specified to apply to any Option granted to an Executive Director shall comply with any applicable directors' remuneration policy adopted by the Company (and, in the event of any conflict with these rules, the policy shall prevail). Furthermore, any discretion in relation to such an Option shall be exercised in compliance with such policy.
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2 GRANT OF OPTIONS
2.1 Subject to rule 2.3, during a Grant Period, the Board may grant an Option to an Eligible Employee in its discretion subject to the rules of the Plan and any additional terms it considers appropriate.
2.2 In relation to any Option that is granted the Board shall determine the Exercise Price and the number of Shares that may potentially be acquired on its exercise, subject to the rules of the Plan.
2.3 The grant of an Option will be subject to obtaining any approval or consent required by the FCA, any Dealing Restrictions and any other applicable laws or regulations (whether in the UK or overseas). Options must be granted by deed (or in such other written form as the Board determines) and, as soon as practicable after the Grant Date, Participants must be notified of the terms of their Options (including a Holding Period and any additional terms specified under rule 2.1).
2.4 The Board may make one or more of the following determinations when an Option is granted:
2.4.1 that a Holding Period shall apply to it; and
2.4.2 that it is intended to settle it as mentioned in rule 9.1.
2.5 No Option may be granted after [INSERT 10TH ANIVERSARY OF THE 2026 AGM].
3 RESTRICTIONS ON TRANSFER AND BANKRUPTCY
3.1 An Option must not be transferred, assigned, charged or otherwise disposed of in any way (except in the event of the Participant's death, to his personal representatives) and will lapse immediately on any attempt to do so.
3.2 An Option will lapse immediately if the Participant is declared bankrupt or any analogous event occurs under applicable non-UK legislation.
4 INDIVIDUAL LIMIT
4.1 No Eligible Employee may be granted an Option which would, at the time it is granted, cause the Market Value (determined at the respective Grant Dates) of the aggregate of all the Shares subject to Options and CSOP Options granted to that Eligible Employee in respect of a particular financial year of the Company to exceed 150 per cent. of their base salary (or such higher limit as applies to Options granted under this Plan to executive directors of the Company under any directors' remuneration policy adopted by the Company).
5 PLAN LIMITS
5.1 The Board must not grant an Option which would cause the number of Shares allocated under the Plan, under any other employee share plan adopted by the Company and under any arrangement for an employee or director of the Company that is not a plan, to exceed such number as represents ten per cent of the ordinary share capital of the Company in issue at that time.
5.2 Subject to rules 5.3 and 5.4, in determining the limits set out in rule 5.1 Shares are treated as allocated if they have been newly issued by the Company or transferred from treasury to satisfy an option, award or other right granted during the ten years prior to the proposed Grant Date (an "award"), or in the case of such an award in respect of which Shares are yet to be delivered, if the
Board intends that new Shares will be issued or that Shares from treasury will be transferred and for these purposes the number of Shares allocated includes:
5.2.1 Shares which have been issued or may be issued to any Trustee; and 5.2.2 Shares which have been or may be transferred from treasury to any Trustee
in either case for the Trustee to then transfer to satisfy an Option (unless these Shares have already been counted under this rule).
5.3 The Board may determine that Shares transferred from treasury will cease to count as allocated for the purposes of rule 5.2 if guidelines published by institutional investor representative bodies no longer require such Shares to be counted. 5.4 The number of Shares allocated does not include:
5.4.1 Shares in respect of which the right to acquire such Shares lapses or is released; and 5.4.2 existing Shares other than treasury Shares which are transferred or to which an award relates; and 5.4.3 Shares allocated in respect of awards which are then satisfied in cash.
5.5 If the Board purports to grant one or more Options which are inconsistent with the limits in this rule 5:
5.5.1 if only one Option is purported to be so granted, that Option will be limited and will take effect from the Grant Date over the maximum number of Shares permitted by those limits; and 5.5.2 if more than one Option is purported to be so granted, each such Option will be reduced as determined by the Board and will take effect from the Grant Date over the maximum number of Shares permitted by those limits.
5.6 The Board may make such adjustments to the method of assessing the limits set out in rule 5.1 as it considers appropriate in the event of any variation of the Company's share capital.
6 REDUCTION OF OPTIONS AND CLAWBACK
6.1 Notwithstanding any other rule of the Plan, the Board may, in its discretion, determine that the provisions of either or both rules 6.4 and 6.5 should be applied to any Option if any of the circumstances described in rule 6.3 have occurred during the period set out in rule 6.2. 6.2 The period referred to in rule 6.1 is the period beginning on the Grant Date or such earlier date as the Board determines (on or before the Grant Date) and, unless rule 6.6 applies, ending on the fifth anniversary of the Grant Date. 6.3 The circumstances referred to in rule 6.2 are:
6.3.1 a material misstatement of the Company's or any other Group Member's audited financial results; 6.3.2 misconduct on the part of the Participant;
6.3.3 an error in assessing the information or assumptions on which the Option was granted or Vests;
6.3.4 action by a Participant or Participants which resulted in a material breach and subsequent loss of the Company's CH3 licence(s);
6.3.5 serious reputational damage to any Group Member or a relevant business unit;
6.3.6 a material corporate failure in any Group Member or a relevant business unit;
6.3.7 any other circumstances that the Board considers to be similar in their nature or effect to those in this rule 6.3.
6.4 Malus
The Board may, in its discretion, determine at any time prior to the earlier of:
6.4.1 the delivery of Shares or cash to a Participant following the Release of an Option; and
6.4.2 unless rule 6.6 applies, the fifth anniversary of the Grant Date
to:
(i) reduce or extinguish the number of Shares to which an Option relates;
(ii) cancel an Option; or
(iii) impose further conditions on an Option.
6.5 Clawback
The Board may, in its discretion, determine that at any time:
6.5.1 after the delivery of Shares or cash to a Participant following the Release of an Option; and
6.5.2 unless rule 6.6 applies, prior to the fifth anniversary of the Grant Date to:
(i) require a Participant to make a cash payment to the Company in respect of some or all of the Shares or cash delivered to him under the Option; and/or
(ii) require a Participant to transfer for nil consideration some or all of the Shares delivered to him under the Option
and such amount of cash or Shares will be calculated net of any income tax and social security liabilities until such time that the Board considers it reasonably likely that any such liabilities may be recovered from Her Majesty's Revenue and Customs (or other relevant tax authority).
6.6 Pending investigation
In circumstances in which the action or conduct of any Participant is under investigation prior to the
fifth anniversary of the Grant Date and such investigation has not yet been concluded by the fifth anniversary of the Grant Date, the period referred to in rules 6.4.2 and 6.5.2 will end on such later date as the Board considers appropriate.
6.7 Cross clawback
The Board may decide to:
6.7.1 reduce or extinguish the number of Shares to which an Option relates; 6.7.2 cancel an Option; 6.7.3 impose further conditions on an Option; and/or 6.7.4 require a Participant to transfer for nil consideration some or all of the Shares delivered to him under an Option or make a cash payment to the Company in respect of some or all of the Shares
to effect the recovery of sums paid or Shares delivered under any provisions similar to this rule 6 which are included in any bonus plan or share plan (other than the Plan) operated by any Group Member. If the Board decides to apply rule 6.7.4, such amount of cash or Shares will be calculated net of any income tax and social security liabilities until such time that the Board considers it reasonably likely that any such liabilities may be recovered from Her Majesty's Revenue and Customs or relevant authorities outside the UK.
6.8 For the purposes of this rule 6, references to Group Member include references to any former Group Member, to the extent that it was a Group Member at the time that the material misstatement occurred. 6.9 If the Board exercises its discretion in accordance with this rule 6, it will confirm this in writing to each Participant and, if necessary, the Trustee.
7 VESTING, RELEASE AND EXERCISE
7.1 An Option will be Released:
7.1.1 subject to rules 10 and 11, on the Normal Release Date; or 7.1.2 if on the Normal Release Date (or on any other date on which an Option is due to be Released under rule 10 or 11) a Dealing Restriction applies to the Option, on the date on which such Dealing Restriction lifts;
and an Option may, subject to rules 10 and 11 and to no Dealing Restriction applying to the Option, then be exercised until the tenth anniversary of the Grant Date (or such earlier date as the Board may determine on or prior to the Grant Date).
7.2 Notwithstanding any other provision of the Plan, the Board may, at any time before settlement of an Option:
7.2.1 reduce (including to nil) the extent to which it would otherwise be Released (or remain exercisable); and/or
7.2.2 impose any other condition on it,
where the Board determines that this is appropriate. In doing so, it may take into account any factors it considers relevant (including, but not limited to, the overall performance of the Company, any Group Member or the Participant).
7.3 The exercise of any Option shall be effected in the form and manner prescribed by the Board. Any notice of exercise shall, subject to rule 8, take effect only when the Company receives it, together with payment of the Exercise Price (or, if the Board so permits, an undertaking to pay that amount).
7.4 Subject to rules 8 and 9, where an Option has been exercised, the number of Shares in respect of which it is exercised will be issued or transferred (as applicable) to the Participant as soon as practicable thereafter.
8 TAXATION AND REGULATORY ISSUES
8.1 A Participant will be responsible for and indemnifies each relevant Group Member and the Trustee against any Tax Liability relating to his Option. Any Group Member (or former Group Member) and/or the Trustee may withhold an amount equal to such Tax Liability from any amounts due to the Participant (to the extent such withholding is lawful) and/or make any other arrangements as it considers appropriate to ensure recovery of such Tax Liability including, without limitation, the sale of sufficient Shares acquired subject to the Option to realise an amount equal to the Tax Liability.
8.2 The exercise of an Option and the issue or transfer of Shares under the Plan will be subject to obtaining any approval or consent required by any Dealing Restrictions or any other applicable laws or regulations (whether in the UK or overseas).
9 NET SETTLEMENT AND CASH EQUIVALENT
9.1 Subject to rule 9.3, at any time prior to the date on which Shares comprised in an Option have been issued or transferred to a Participant, the Board may determine that, in substitution for his right to purchase some or all of those Shares, the Participant will instead receive a number of Shares (without payment) with a Market Value equal to the Market Value of the Shares which would otherwise have been issued or transferred, less the Exercise Price for those latter Shares. Where any such determination is made before an Option is exercised, the Board may revoke it at any time until such exercise.
9.2 Subject to rule 9.3, at any time prior to the date on which Shares comprised in an exercised Option have been issued or transferred to a Participant, the Board may determine that, in substitution for his right to acquire some or all of the Shares to which his Option relates, the Participant will instead receive a cash sum. The cash sum will be equal to the Market Value (as determined by the Board) of that number of the Shares which would otherwise have been issued or transferred and for these purposes:
9.2.1 market value will be determined on the date of exercise; and
9.2.2 the cash sum will be paid to the Participant as soon as practicable after the exercise of the Option (or, if later, the date of such determination) net of any deductions (including but not limited to any Tax Liability or similar liabilities) as may be required by law.
9.3 The Board may determine that any part of this rule 9 will not apply to an Option, or any part of it.
10 CESSATION OF EMPLOYMENT
Death
10.1 If a Participant dies, unless the Board determines otherwise:
10.1.1 an Unvested Option will Vest in accordance with rule 10.2 and be Released on the date of his death; and 10.1.2 a Vested Option which has not yet been Released will be Released on the date of his death in respect of Vested Shares.
10.2 The number of Shares in respect of which an Unvested Option Vests pursuant to rule 10.1.1 will be determined by the Board in its discretion, taking into account the period of time that has elapsed from the Grant Date to the date of death (or such other period of time as the Board determines) as a proportion of the Vesting Period and to the extent that an Option does not Vest in full, the remainder will lapse immediately.
10.3 An Option (whether or not it was Released under rule 10.1) may then be exercised, subject to rule 11, during the period of 12 months from the date of death (or such other period as the Board may determine), after which time it will lapse.
Cessation of employment prior to the Vesting Date
10.4 If a Participant ceases to hold office or employment with a Group Member prior to the Vesting Date other than by reason of death or in accordance with rule 10.5, his Option will lapse at that time.
10.5 If a Participant ceases to hold office or employment with a Group Member prior to the Vesting Date as a result of:
10.5.1 ill-health, injury or disability as established to the satisfaction of the Board; 10.5.2 the Participant's employing company ceasing to be a Group Member or the transfer of an undertaking or part of an undertaking (to which the Participant is assigned) to a person who is not a Group Member; or 10.5.3 any other reason at the Board's discretion, except where a Participant is summarily dismissed
unless the Board determines that an Option will Vest and be Released in accordance with rule 10.6, an Option will continue and, subject to rules 10.1 and 11, Vest in accordance with rule 10.7 and be Released on the Normal Release Date.
10.6 If the Board determines that an Option will Vest and be Released in accordance with this rule 10.6, it
will Vest in accordance with rule 10.7 and be Released as soon as practicable following the date of cessation (or on such other date as determined by the Board).
10.7 The number of Shares in respect of which the Option Vests pursuant to rule 10.5 or 10.6 will be determined by the Board in its discretion (which may take into account, the period of time that has elapsed from the Grant Date to the date of cessation of office or employment as a proportion of the Vesting Period) and to the extent that an Option does not Vest in full, the remainder will lapse immediately. Subject to rule 10.3, an Option may be exercised for a period of six months (or such other period as the Board may determine) from the Release Date, after which time it will lapse.
Cessation of employment on or after the Vesting Date
10.8 Vested Options subject to a Holding Period
10.8.1 If a Participant ceases to hold office or employment with a Group Member on or after the Vesting Date but prior to the Normal Release Date for any reason (except where he ceases to hold office or employment with a Group Member because of summary dismissal, in which case any Option that has not been Released will lapse on cessation), unless the Board determines that his Option will be Released in accordance with Rule 10.8.2, it will continue and be Released, subject to rules 10.1 and 11, on the Normal Release Date.
10.8.2 If the Board determines that an Option will be Released in accordance with this rule 10.8.2, it will be Released as soon as practicable following the date of cessation (or on such other date as determined by the Board).
10.8.3 Subject to rule 10.1.2, Options may then be exercised for a period of six months (or such other period as the Board may determine) from:
(i) the Normal Release Date, where it is Released in accordance with rule 10.8; and (ii) the date of cessation, if has been Released in accordance with rule 10.8.2 after which time it will lapse.
10.9 Options which have been Released but not yet exercised
Where a Participant ceases to hold office or employment with a Group Member on or after the Release Date for any reason (except where he ceases to hold office or employment with a Group Member because of summary dismissal, in which case any Option that has not been exercised will lapse on cessation), an Option which has not been exercised as at the date of cessation may, subject to rule 10.3 be exercised for a period of six months (or such other period as the Board may determine) thereafter, after which time it will lapse.
10.10 For the purposes of the Plan, no person will be treated as ceasing to hold office or employment with a Group Member until that person no longer holds:
10.10.1 an office or employment; or 10.10.2 a right to return to work with any Group Member.
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Leavers – post-cessation change in circumstances
10.11 If an Option continues in accordance with rule 10.5 (Cessation of employment before the Vesting Date – good leaver) following a Participant ceasing to hold office or employment with a Group Member, the Board may:
10.11.1 require the Participant to confirm, in such form and at such time or times as the Board requires that in the period between the date of cessation and the date on which the Option Vests they have not started or agreed to start employment with, or otherwise to provide services to, any other person;
10.11.2 make the delivery of any Shares or cash to satisfy the exercise of the Option conditional on the Participant giving the confirmation referred to in rule 10.11.1;
10.11.3 determine that the Option will lapse if:
(i) the Participant does not give the confirmation referred to in rule 10.11.1; or
(ii) if the Board determines that in the period between the date of cessation and the date on which the Option Vests the Participant has started or agreed to start employment with, or otherwise to provide services to, any other person.
11 CORPORATE EVENTS
11.1 Where any of the events described in rule 11.3 occur, then subject to rules 11.7 and 11.8, all Options which have not yet been Released will be Released (and in the case of Unvested Options, Vest in accordance with rule 11.2) at the time of such event unless they are Released earlier in accordance with rule 11.4. Options will be exercisable for one month from the date of the relevant event, after which time all Options will lapse.
11.2 Any Unvested Option will Vest and be Released pursuant to rule 11.1. The Board may at its discretion determine that the extent of such Vesting and Release will take into account the period of time that has elapsed since the Grant Date to the date of the relevant event as a proportion of the Vesting Period. To the extent that an Option is not Released, or is not exchanged in accordance with rules 11.7 and 11.8, it will lapse immediately.
11.3 The events referred to in rule 11.1 are:
11.3.1 General offer
If any person (either alone or together with any person acting in concert with him):
i) obtains Control of the Company as a result of making a general offer to acquire Shares; or
ii) already having Control of the Company, makes an offer to acquire all of the Shares other than those which are already owned by him and such offer becomes wholly unconditional.
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11.3.2 Scheme of arrangement
A compromise or arrangement in accordance with section 899 of the Companies Act 2006 for the purposes of a change of Control of the Company which is sanctioned by the Court.
11.4 Loss of corporation tax deduction
If the Board determines that there would be a loss of corporation tax deduction under Part 12 of the Corporation Tax Act 2009 (or any similar legislation or rules in a jurisdiction outside the United Kingdom) if Options were to be Released on or after an event described in rule 11.3, then the Board may resolve that Options will be Released on an earlier date.
11.5 Winding-up
On the passing of a resolution for the voluntary winding-up or the making of an order for the compulsory winding up of the Company, the Board will determine:
11.5.1 whether and to what extent Options which have not yet been Released will be Released (if the Board so determines at its discretion the extent of such Release taking into account the period of time that has elapsed since the Grant Date to the date of the relevant event as a proportion of the Vesting Period); and
11.5.2 the period of time during which any Released Option may be exercised, after which time it will lapse.
To the extent that an Option is not Released it will lapse immediately.
11.6 Other events
If the Company is or may be affected by a demerger, delisting, special dividend or other event and in the opinion of the Board, such event would affect the current or future value of Shares to a material extent and it would not be appropriate or practicable to adjust an Option in accordance with rule 12, the Board may determine that the following provisions will apply:
11.6.1 an Option will be Released on such terms as the Board may determine;
11.6.2 if an Option is Released under this rule 11.6, it will be Released (if the Board so determines at its discretion the extent of such Release taking into account the period of time that has elapsed since the Grant Date to the date of the relevant event as a proportion of the Vesting Period); and
11.6.3 the Board will determine the period during which any Released Option may be exercised, after which time it will lapse.
To the extent that the Option is not Released it will lapse immediately, unless the Board determines otherwise.
11.7 Exchange
An Option will not be Released under rule 11.1 but will be exchanged on the terms set out in rule 13.8 to the extent that:
11.7.1 an offer to exchange the Option (the "Existing Option") is made and accepted by a Participant; 11.7.2 there is an Internal Reorganisation, unless the Board determines that an Option should be Released under rule 11.1; or 11.7.3 the Board decides (before the relevant event) that an Existing Option will be exchanged automatically.
11.8 Exchange terms
If this rule 11.8 applies, the Existing Option will not be Released but will be exchanged in consideration of the grant of a new award which, in the opinion of the Board, is equivalent to the Existing Option, but relates to shares in a different company (whether the acquiring company or a different company).
11.9 Meaning of Board
Any reference to the Board in this rule 11 means the members of the Board immediately prior to the relevant event.
12 ADJUSTMENTS
12.1 The number of Shares subject to an Option and the Exercise Price may be adjusted in such manner as the Board determines, in the event of:
12.1.1 any variation of the share capital of the Company; or 12.1.2 a demerger, delisting, special dividend, rights issue or other event which may, in the opinion of the Board, affect the current or future value of Shares.
12.2 An adjustment under Rule 11.1 may reduce the price at which Shares may be subscribed for on the exercise of an Option to less than their nominal value, but only if and to the extent that the Board is authorised:
12.2.1 to capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares in respect of which the Option is exercised and which are to be allotted after such exercise exceeds the price at which the Shares may be subscribed for; and 12.2.2 to apply that sum in paying up such amount on such Shares
so that on exercise of any Option in respect of which such a reduction shall have been made the Board shall capitalise that sum (if any) and apply it in paying up that amount.
13 AMENDMENTS
13.1 Except as described in this rule 13, the Board may at any time amend the rules of the Plan or the terms of any Option. 13.2 Subject to rule 13.3, no amendment to the advantage of Eligible Employees or Participants will be made under this rule 13 to the provisions relating to:
13.2.1 the persons to whom, or for whom, Shares or cash are provided under the Plan; 13.2.2 limitations on the number or amount of Shares or cash subject to the Plan; 13.2.3 the maximum entitlement for any one Participant; 13.2.4 the basis for determining a Participant's entitlement to, and the terms of, Shares or cash to be provided under the Plan; 13.2.5 the adjustments that may be made in the event of a variation of capital; and 13.2.6 the terms of this rule 13.2
without prior approval of the members of the Company in general meeting.
13.3 Rule 13.2 will not apply to any minor amendment which is to benefit the administration of the Plan or is necessary or desirable to take account of any change in legislation or to obtain or maintain favourable taxation, exchange control or regulatory treatment for any Group Member or Participant. 13.4 No amendment to the material disadvantage of existing rights of Participants will be made under rule 13.1 unless:
13.4.1 every Participant who may be affected by such amendment has been invited to indicate whether or not he approves the amendment; and 13.4.2 the amendment is approved by a majority of those Participants who have so indicated.
13.5 No amendment will be made under this rule 13 if it would prevent the Plan from being an employees' share scheme in accordance with section 1166 of the Companies Act 2006.
14 LEGAL ENTITLEMENT
14.1 This rule 14 applies during a Participant's employment with any Group Member and after the termination of such employment, whether or not the termination is lawful. 14.2 Nothing in the Plan or its operation forms part of the terms of employment of a Participant and the rights and obligations arising from a Participant's employment with any Group Member are separate from, and are not affected by, his participation in the Plan. Participation in the Plan does not create any right to continued employment with a Group Member for any Participant. 14.3 The grant of any Option to a Participant does not create any right for that Participant to be granted any further Options or to be granted Options on any particular terms, including the number of Shares to which Options relate. 14.4 By participating in the Plan, a Participant waives all rights to compensation for any loss in relation to the Plan, including:
14.4.1 any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of the Participant's employment);
14.4.2 any exercise of a discretion or a decision taken in relation to an Option or to the Plan, or any failure to exercise a discretion or take a decision; or
14.4.3 the operation, suspension, termination or amendment of the Plan.
15 GENERAL
15.1 The Plan will terminate upon the date referred to in rule 2.5, or at any earlier time by the passing of a resolution by the Board or an ordinary resolution of the Company in general meeting. Termination of the Plan will be without prejudice to the existing rights of Participants.
15.2 Shares issued or transferred from treasury under the Plan will rank equally in all respects with the Shares then in issue, except that they will not rank for any voting, dividend or other rights attaching to Shares by reference to a record date preceding the date of issue or transfer from treasury.
15.3 Personal data relating to Participants and individuals who may be eligible to participate in the Plan may be collected, held, processed or transferred (including to a country or territory outside the European Economic Area or elsewhere) for all purposes relating to the operation of the Plan, (including, but not limited to, the administration and maintenance of Participant records, providing information to future purchasers of the Company or any other company or business for or in which the Participant works) in compliance with (a) any applicable laws and regulations; and (b) any data privacy notice or policies of any Group Member in force from time to time.
15.4 The Plan will be administered by the Board. The Board will have full authority, consistent with the Plan, to administer the Plan, including authority to interpret and construe any provision of the Plan and to adopt regulations for administering the Plan. Decisions of the Board will be final and binding on all parties.
15.5 Any notice or other communication in connection with the Plan may be delivered personally or sent by electronic means or post, in the case of a company to its registered office (for the attention of the company secretary), and in the case of an individual to his last known address, or, where he is a director or employee of a Group Member, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment. Where a notice or other communication is given by post, it will be deemed to have been received 72 hours after it was put into the post properly addressed and stamped, and if by electronic means, when the sender receives electronic confirmation of delivery or if not available, 24 hours after sending the notice.
15.6 No third party will have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan (without prejudice to any right of a third party which exists other than under that Act).
15.7 The rules of the Plan will be governed by and construed in accordance with the laws of Scotland. Any person referred to in the Plan submits to the exclusive jurisdiction of the Courts of Scotland.
Rules of the STV Group PLC
Share Plan 2026
Schedule – UK tax-advantaged options
Contents
1 DEFINITIONS AND INTERPRETATION 1 2 GRANT OF AWARDS 4 3 RESTRICTIONS ON TRANSFER AND BANKRUPTCY 5 4 INDIVIDUAL LIMIT 5 5 PLAN LIMITS 6 6 REDUCTION OF AWARDS AND CLAWBACK 7 7 VESTING, RELEASE AND EXERCISE 9 8 TAXATION AND REGULATORY ISSUES 9 9 CESSATION OF EMPLOYMENT 10 10 CORPORATE EVENTS 11 11 ADJUSTMENTS 15 12 AMENDMENTS 15 13 LEGAL ENTITLEMENT 16 14 GENERAL 16
1
THE STV GROUP PLC SHARE OPTION PLAN 2026
1 DEFINITIONS AND INTERPRETATION
1.1 In this Plan, unless otherwise stated, the words and expressions below have the following meanings:
"Board" subject to rule 10.12, the board of the Company or any duly authorized committee of the board;
"Company" STV Group PLC registered in Scotland under number SC203873;
"Control" the meaning given by section 995 of the Income Tax Act 2007;
"Eligible Employee" an individual who, as provided for in rule 2.1, is eligible to be granted an Option;
"Exercise Price" the price per Share payable on the exercise of an Option determined by the Board, being not less than Market Value;
"FCA" the United Kingdom Financial Conduct Authority (or other relevant authority);
"Grant Date" the date on which an Option is granted;
"Grant Period" the period of 42 days commencing on:
(i) the day on which the Plan is approved by shareholders of the Company in general meeting; (ii) the Dealing Day after the day on which the Company makes an announcement of its results for any period; or (iii) any day on which the Board resolves that exceptional circumstances exist which justify the grant of Options;
unless the Company is restricted from granting Options during the periods specified above as a result of any Dealing Restrictions, in which case the relevant Grant Period will be 42 days commencing on the Dealing Day after such Dealing Restrictions are lifted;
"Group Member" the Company, any Subsidiary of the Company, any company which is (within the meaning of section 1159 of the Companies Act 2006) the Company's holding company or a Subsidiary of the Company's holding company or, if the Board so determines, any body corporate in relation to which the Company is able to exercise at least 20% of the equity voting rights and "Group" will be construed accordingly;
"HMRC" HM Revenue & Customs;
2
"ITEPA" the Income Tax (Earnings and Pensions) Act 2003;
"Holding Period" a period of at least two years, as determined by the Board, and beginning on the day immediately after the Vesting Date for any Option which the Board may determine shall apply to an Option under rule 2.9;
"Internal Reorganisation" where immediately after a change of Control of the Company, all or substantially all of the issued share capital of the acquiring company is owned directly or indirectly by the persons who were shareholders in the Company immediately before the change of Control;
"Listing Rules" the FCA's listing rules, as amended from time to time:
"Market Value" (i) if Shares are quoted in the London Stock Exchange Daily Official List, the middle-market quotation of the Shares (as derived from that List) on the dealing day before the Grant Date or, if the Board so determines, the average of the middle-market quotations during a period determined by the Board not exceeding the period of 5 dealing days ending with the dealing day immediately preceding the Grant Date, provided such dealing day(s) do not fall within any period when dealings in Shares are prohibited by any Dealing Restrictions; (ii) otherwise, the market value (within the meaning of Part VIII of the Taxation of Chargeable Gains Act 1992) of Shares, as agreed in advance for the purposes of the Plan with HMRC Shares and Assets Valuation, on the Grant Date;
"Normal Release Date" the date on which an Option will normally be Released, which: (i) in relation to an Option to which no Holding Period applies, will be the Vesting Date; and (ii) in relation to an Option to which a Holding Period applies, will be the day immediately following the end of the Holding Period;
"Option" a right to acquire Shares on payment of the Exercise Price, subject to and in accordance with the terms of the Plan;
"Participant" any person who holds an Option (or, in respect of rule 6, any person to whom Shares have been issued or transferred in respect of an Option) or following his death, his personal representatives;
"Participating Company" means the Company or any Subsidiary of the Company of which the Company has Control;
"Plan" The STV Group PLC Share Plan 2026 – UK Schedule in its present form, or as from time to time amended;
"Release" the point at which an Option becomes capable of exercise in accordance with the rules of the Plan (and "Released" will be construed accordingly);
"Release Date" the date on which an Option is Released;
"Restriction" any contract, agreement, arrangement or condition which makes provision to which any of subsections (2) to (4) of section 423 ITEPA (Restricted securities) would apply if the references in those subsections to the employment-related securities were to Shares and the 'restriction' in that provision;
"Schedule 4" means Schedule 4 to ITEPA;
"Schedule 4 plan" means a share option plan which meets the requirements of Parts 2 to 6 of Schedule 4;
"Share" a fully paid ordinary share in the capital of the Company which satisfies the requirements of paragraphs 16 to 18 and paragraph 20 of Schedule 4 (fully paid up, ordinary share capital) unless rule 10.5 applies;
"Subsidiary" the meaning given by section 1159 of the Companies Act 2006;
"Tax Liability" any tax or social security contributions liability in connection with an Option for which the Participant is liable and for which any Group Member or former Group Member is obliged to account to any relevant authority;
"Trustee" the trustee or trustees for the time being of any employee benefit trust, the beneficiaries of which include Eligible Employees;
"Vest" in relation to an Option, the Option reaching its Vesting Date and "Vesting", "Vested" and "Unvested" will be construed accordingly; and
"Vesting Date" in relation to an Option, the third anniversary of the Grant Date (or such other date determined by the Board at the Grant Date), and the period from the Grant Date to the Vesting Date is referred to in these rules as the "Vesting Period".
1.2 References in the Plan to: 1.2.1 any statutory provisions are to those provisions as amended or re-enacted from time to time; 1.2.2 the singular include the plural and vice versa; and
1.2.3 the masculine include the feminine and vice versa.
1.3 Expressions not defined in the Plan have the same meanings as they have in Schedule 4 and interpretative provisions in Schedule 4 shall apply in interpreting this Plan (except where the Plan expressly provides otherwise).
1.4 Headings and footnotes do not form part of the Plan.
1.5 The terms specified to apply to any Option granted to an Executive Director shall comply with any applicable directors' remuneration policy adopted by the Company (and, in the event of any conflict with these rules, the policy shall prevail). Furthermore, any discretion in relation to such an Option shall be exercised in compliance with such policy.
2 GRANT OF OPTIONS
2.1 An individual is eligible to be granted an Option in accordance with rule 2.2 if they are a full-time director or qualifying employee for which purpose:
2.1.1 a full-time director is an individual who is a director of a Participating Company and is obliged to devote not less than 25 hours a week (excluding meal breaks) to the performance of the duties of his office or employment with that and any other Participating Company; and
2.1.2 a qualifying employee is an employee of a Participating Company (except an employee who is a director of a Participating Company); and
they are not ineligible to participate in the Plan by virtue of paragraph 9 of Schedule 4 (material interest in a close company).
2.2 During a Grant Period, the Board may grant an Option to an Eligible Employee in its discretion subject to:
2.2.1 the rules of the Plan; and
2.2.2 and any additional terms it considers appropriate (provided it considers that any performance condition is a fair and objective measure of performance).
2.3 In relation to any Option that is granted, the Board shall determine and state at the Grant Date:
2.3.1 the Exercise Price;
2.3.2 the number and description of the Shares which may be acquired by the exercise of the Option;
2.3.3 any Restriction to which the Shares which may be acquired by the exercise of the Option may be subject;
2.3.4 the times at which the Option may be exercised (in whole or in part);
2.3.5 any terms set out and/or specified under rule 2.2.2 and the circumstances under which an Option will lapse or be cancelled (in whole or in part); and
2.3.6 any mechanism by which the Board may, acting fairly and reasonably, alter the aspects referred to in rule 2.3.2 (other than pursuant to Rule 11.1) and Rules 2.3.3, 2.3.4 and 2.3.5 above.
2.4 The Exercise Price shall be not less than:
2.4.1 the Market Value of a Share on the Grant Date:
2.4.2 in the case of an Option to acquire Shares only by subscription, the nominal value of those Shares.
For the purposes of determining the minimum Exercise Price under this rule 2.4, any Restrictions applying to the Shares that may be acquired on its exercise shall be ignored.
2.5 The grant of an Option will be subject to obtaining any approval or consent required by the FCA, any Dealing Restrictions and any other applicable laws or regulations (whether in the UK or overseas).
2.6 Options must be granted by deed (or in such other written form as the Board determines).
2.7 As soon as practicable after the Grant the Participant shall be sent or notified of employee communication materials as soon as practicable after the grant of the Option, which shall include the information stated in rule 2.3.
2.8 The Board may determine when an Option is granted that a Holding Period shall apply to it.
2.9 No Option may be granted after [INSERT 10TH ANIVERSARY OF THE 2026 AGM].
3 RESTRICTIONS ON TRANSFER AND BANKRUPTCY
3.1 An Option must not be transferred, assigned, charged or otherwise disposed of in any way (except in the event of the Participant's death, to his personal representatives) and will lapse immediately on any attempt to do so.
3.2 An Option will lapse immediately if the Participant is declared bankrupt or any analogous event occurs under applicable non-UK legislation.
4 INDIVIDUAL LIMITS
4.1 No Eligible Employee may be granted an Option which would, at the time it is granted, cause the market value (as determined by the Board) of the aggregate of all the Shares subject to Options granted to that Eligible Employee in respect of a particular financial year of the Company (and any Options granted under the main plan to which the Plan is Scheduled) to exceed 150 per cent. of their base salary (or such higher limit as applies to awards granted to executive directors of the Company under any directors' remuneration policy adopted by the Company).
4.2 Schedule 4 limit
No Eligible Employee shall be granted an Option which would, at the time it is granted, cause the total market value of the shares which he may acquire as a result of options granted to him (and not exercised) under:
4.2.1 the Plan; and
4.2.2 any other Schedule 4 plan established by the Company or by any associated company of the Company
to exceed £60,000 (or such other limit as may from time to time be imposed by Schedule 4).
For this purpose, market value shall be taken on the day (or averaged over more than one day where applicable) by reference to which the price at which Shares may be acquired by the exercise of that an option was determined in accordance with the rules of the relevant plan.
5 PLAN LIMITS
5.1 The Board must not grant an Option which would cause the number of Shares allocated under the Plan and under any other employee share plan adopted by the Company and under any arrangement for an individual that is not a plan to exceed such number as represents ten per cent of the ordinary share capital of the Company in issue at that time.
5.2 Subject to rules 5.3 and 5.4, in determining the limits set out in rule 5.1 Shares are treated as allocated if they have been newly issued by the Company or transferred from treasury to satisfy an option, award or other right granted during the ten years prior to the proposed Grant Date (an "award"), or in the case of such an award in respect of which Shares are yet to be delivered, if the Board intends that new Shares will be issued or that Shares from treasury will be transferred and for these purposes the number of Shares allocated includes:
5.2.1 Shares which have been issued or may be issued to any Trustee; and 5.2.2 Shares which have been or may be transferred from treasury to any Trustee
in either case for the Trustee to then transfer to satisfy an award (unless these Shares have already been counted under this rule).
5.3 The Board may determine that Shares transferred from treasury will cease to count as allocated for the purposes of rule 5.2 if guidelines published by institutional investor representative bodies no longer require such Shares to be counted.
5.4 The number of Shares allocated does not include:
5.4.1 Shares in respect of which the right to acquire such Shares lapses or is released; and 5.4.2 existing Shares other than treasury Shares which are transferred or to which an award relates; and 5.4.3 Shares allocated in respect of awards which are then satisfied in cash.
5.5 If the Board purports to grant one or more Options which are inconsistent with the limits in this rule 5:
5.5.1 if only one Option is purported to be so granted, that Option will be limited and will take effect from the Grant Date over the maximum number of Shares permitted by those limits; and 5.5.2 if more than one Option is purported to be so granted, each such Option will be reduced as
determined by the Board and will take effect from the Grant Date over the maximum number of Shares permitted by those limits.
5.6 The Board may make such adjustments to the method of assessing the limits set out in rule 5.1 as it considers appropriate in the event of any variation of the Company's share capital.
6 REDUCTION OF OPTIONS AND CLAWBACK
6.1 Notwithstanding any other rule of the Plan, the Board may, in its discretion, determine that the provisions of either or both rules 6.4 and 6.5 should be applied to any Option if any of the circumstances described in rule 6.3 have occurred during the period set out in rule 6.2.
6.2 The period referred to in rule 6.1 is the period beginning on the Grant Date or such earlier date as the Board determines (on or before the Grant Date) and, unless rule 6.6 applies, ending on the fifth anniversary of the Grant Date.
6.3 The circumstances referred to in rule 6.2 are:
6.3.1 a material misstatement of the Company's or any other Group Member's audited financial results;
6.3.2 misconduct on the part of the Participant;
6.3.3 an error in assessing the information or assumptions on which the Option was granted or Vests;
6.3.4 action by a Participant or Participants which resulted in a material breach and subsequent loss of the Company's CH3 licence(s);
6.3.5 serious reputational damage to any Group Member or a relevant business unit;
6.3.6 a material corporate failure in any Group Member or a relevant business unit;
6.3.7 any other circumstances that the Board considers to be similar in their nature or effect to those in this rule 6.3.
6.4 Malus
The Board may, in its discretion, but acting fairly and reasonably, determine at any time prior to the earlier of:
6.4.1 the delivery of Shares to a Participant following the Release of an Option; and
6.4.2 unless rule 6.6 applies, the fifth anniversary of the Grant Date
to:
(i) reduce or extinguish the number of Shares to which an Option relates;
(ii) cancel an Option; or
(iii) impose further conditions on an Option.
6.5 Clawback
The Board may, in its discretion, but acting fairly and reasonably, determine that at any time:
6.5.1 after the delivery of Shares to a Participant following the Release of an Option; and 6.5.2 unless rule 6.6 applies, prior to the fifth anniversary of the Grant Date to:
(i) require a Participant to make a cash payment to the Company in respect of some or all of the Shares delivered to him under the Option; and/or (ii) require a Participant to transfer for nil consideration some or all of the Shares delivered to him under the Option
and such amount of cash or Shares will be calculated net of any income tax and social security liabilities until such time that the Board considers it reasonably likely that any such liabilities may be recovered from HMRC (or other relevant tax authority).
6.6 Pending investigation
In circumstances in which the action or conduct of any Participant is under investigation prior to the fifth anniversary of the Grant Date and such investigation has not yet been concluded by the fifth anniversary of the Grant Date, the period referred to in rules 6.4.2 and 6.5.2 will end on such later date as the Board considers appropriate.
6.7 Cross clawback
The Board, acting fairly and reasonably, may decide to:
6.7.1 reduce or extinguish the number of Shares to which an Option relates; 6.7.2 cancel an Option; 6.7.3 impose further conditions on an Option; and/or 6.7.4 require a Participant to transfer for nil consideration some or all of the Shares delivered to him under an Option or make a cash payment to the Company in respect of some or all of the Shares
to effect the recovery of sums paid or Shares delivered under any provisions similar to this rule 6 which are included in any bonus plan or share plan (other than the Plan) operated by any Group Member. If the Board decides to apply rule 6.7.4, such amount of cash or Shares will be calculated net of any income tax and social security liabilities until such time that the Board considers it reasonably likely that any such liabilities may be recovered from HMRC or relevant authorities outside the UK.
6.8 For the purposes of this rule 6, references to Group Member include references to any former Group Member, to the extent that it was a Group Member at the time that the material misstatement occurred.
6.9 If the Board exercises its discretion in accordance with this rule 6, it will confirm this in writing to each Participant and, if necessary, the Trustee.
7 VESTING, RELEASE AND EXERCISE
7.1 An Option will be Released:
7.1.1 subject to rules 7.3, 9 and 10, on the Normal Release Date; or 7.1.2 if on the Normal Release Date (or on any other date on which an Option is due to be Released under rule 9 or 10) a Dealing Restriction applies to the Option, on the date on which such Dealing Restriction lifts;
and an Option may then, subject to rules, 7.4, 8, 9 and 10 and to no Dealing Restriction applying to the Option, be exercised until the tenth anniversary of the Grant Date (or such earlier date as the Board may determine on or prior to the Grant Date) in such manner as the Board determines, after which time it will lapse.
7.2 If the Shares to be acquired on the exercise of an Option are subject to any relevant Restrictions, the Board may determine that the Option will not be Released until the Participant has entered into, or agreed to enter into, a valid election under Part 7 of ITEPA (Employment income: elections to disapply tax charge on restricted securities). 7.3 Notwithstanding any other provision of the Plan, a Participant shall not be eligible to exercise an Option at any time when they are not eligible to participate in the Plan by virtue of paragraph 9 of Schedule 4 (material interest in close company). 7.4 Subject to rule 8, where an Opti/on has been exercised, the number of Shares in respect of which it is exercised will be issued or transferred (as applicable) to the Participant within 30 days thereafter.
8 TAXATION AND REGULATORY ISSUES
8.1 A Participant will be responsible for and indemnifies each relevant Group Member and the Trustee against any Tax Liability relating to his Option. Any Group Member (or former Group Member) and/or the Trustee may withhold an amount equal to such Tax Liability from any amounts due to the Participant (to the extent such withholding is lawful) and/or make any other arrangements as it considers appropriate to ensure recovery of such Tax Liability including, without limitation, the sale of sufficient Shares acquired subject to the Option to realise an amount equal to the Tax Liability. 8.2 The exercise of an Option and the issue or transfer of Shares under the Plan will be subject to obtaining any approval or consent required by any Dealing Restrictions or any other applicable laws or regulations (whether in the UK or overseas).
10
9 CESSATION OF EMPLOYMENT
Death
9.1 If a Participant dies:
9.1.1 an Unvested Option will Vest and be Released on the date of his death; and
9.1.2 a Vested Option which has not yet been Released will be Released on the date of his death in respect of Vested Shares.
9.2 An Option (whether or not it was Released under rule 9.1) may then be exercised, subject only to rule 10.7, during the period of 12 months from the date of death, after which time it will lapse.
Cessation of employment prior to the Vesting Date
9.3 If a Participant ceases to hold office or employment with a Group Member prior to the Vesting Date other than by reason of death or in accordance with rule 9.4, his Option will lapse at that time.
9.4 If a Participant ceases to hold office or employment with a Group Member prior to the Vesting Date as a result of:
9.4.1 ill-health, injury or disability as established to the satisfaction of the Board,
9.4.2 retirement;
9.4.3 a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006;
9.4.4 his office or employment being with a Participating Company of which the Company ceases to have Control;
9.4.5 his office or employment being either with a company which ceases to be a Group Member or relating to a business or part of a business which is transferred to a person who is not a Group Member; or
9.4.6 any other reason at the Board's discretion, except where a Participant is summarily dismissed an Option will continue and, subject to rules 9.1 and 10, Vest and be Released on the Normal Release Date.
9.5 An Option that Vests and is Released in accordance with rule 9.4 may, subject to rule 9.2, be exercised for a period of six months from the Release Date (or such longer period as the Board, acting fairly and reasonably, may determine provided it does not end later than 42 months after the Grant Date), after which time it will lapse.
Cessation of employment on or after the Vesting Date
9.6 Vested Options subject to a Holding Period
9.6.1 If a Participant ceases to hold office or employment with a Group Member (other than by reason of death) on or after the Vesting Date but prior to the Normal Release Date for any
reason (except where he ceases to hold office or employment with a Group Member because of summary dismissal, in which case any Option that has not been Released will lapse on cessation) it will continue and be Released, subject to rules 9.1 and 10, on the Normal Release Date.
9.6.2 subject to rules 9.2 and 10, and Options may then be exercised for a period of six months (or such longer period as the Board, acting fairly and reasonably, may determine provided it does not end later than 42 months after the Grant Date) from the Normal Release Date, after which time it will lapse.
9.7 Options which have been Released but not yet exercised
Where a Participant ceases to hold office or employment with a Group Member on or after the Release Date for any reason (except where he ceases to hold office or employment with a Group Member because of summary dismissal, in which case any Option that has not been exercised will lapse on cessation), an Option which has not been exercised as at the date of cessation may, subject to rules 9.2 and 10 be exercised for a period of six months (or such longer period as the Board, acting fairly and reasonably, may determine provided it does not end later than 42 months after the Grant Date), after which time it will lapse.
9.8 For the purposes of the Plan, no person will be treated as ceasing to hold office or employment with a Group Member until that person no longer holds:
9.8.1 an office or employment; or 9.8.2 a right to return to work with any Group Member.
10 CORPORATE EVENTS
10.1 Where any of the events described in rule 10.3 occur, then subject to rules 10.9 and 10.11, all Options which have not yet been Released will be Released (and in the case of Unvested Options, Vest in accordance with rule 10.2) at the time of such event unless they are Released earlier in accordance with rule 10.4. Options will, subject to rules 9.2 and 10.6, be exercisable for one month from the date of the relevant event, after which time all Options will lapse.
10.2 Any Unvested Option will Vest and be Released pursuant to rule 10.1. To the extent that an Option is not Released, or is not exchanged in accordance with rules 10.9 and 10.11, it will lapse immediately.
10.3 The events referred to in rule 10.1 are:
10.3.1 General offer
The event that any person (or any group of persons acting in concert):
(i) makes a general offer to acquire the whole of the issued ordinary share capital of the Company (other than that already owned by it or persons connected with it) which is made on a condition such that, if it is met, the person making the offer will have Control of the Company; or
(ii) makes a general offer to acquire all the shares in the Company which are of the same class as the shares to which the Option relates (other than those shares already owned by it or persons connected with it)
and, as a result of such offer, that person (and any others acting in concert) obtains Control of the Company and any condition subject to which the offer was made has been satisfied,
For the purposes of this rule 10.3.1, "connected" has the meaning within section 993 of the Income Tax Act 2007.
10.3.2 Scheme of arrangement
The event is a compromise or arrangement in accordance with section 899 of the Companies Act 2006 that is applicable to or affecting:
(i) all the ordinary share capital of the Company or all the shares of the same class as the shares to which the Option relates; or (ii) all the shares, or all the shares of that same class, which are held by a class of shareholders identified otherwise than by reference to their employment or directorships or their participation in a Schedule 4 plan.
10.4 Conditional exercise
10.4.1 If an Relevant Event under any of 10.3 is anticipated the Committee may notify Participants that any Option may, subject it not lapsing earlier under rules 7.1 and 9, be exercised in anticipation of that event in the period of 20 days ending with the date of the event and shall be treated as if it had been exercised in accordance with the relevant rule 10.3.1 or 10.3.2. 10.4.2 If the anticipated event does not occur within a period of 20 days beginning with the date of exercise of an Option under this rule 10.4 then any such exercise shall be treated as having had no effect.
10.5 Exercise following disqualifying event
10.5.1 If as a consequence of a person obtaining Control of the Company in any of events stated in rules 10.3.1 or 10.3.2 the Shares no longer meet the requirements of Part 4 of Schedule 4, any Option may be exercised in accordance with the relevant rule no later than 20 days after the day on which the person obtains Control of the Company and notwithstanding that the Shares no longer meet such requirements, but to the extent that the Option is not exercised within that period it shall, regardless of any other provision of the Plan (except rule 9.1), lapse at the end of that period. 10.5.2 This rule 10.5 shall not authorise the exercise of any Option at a time outside the relevant period of exercise within any of rules 10.3.1 or 10.3.2.
10.6 Loss of corporation tax deduction
If the Board determines that there would be a loss of corporation tax deduction under Part 12 of the
Corporation Tax Act 2009 (or any similar legislation or rules in a jurisdiction outside the United Kingdom) if Options were to be exercised following Release on or after an event described in rule 10.3, then the Board, acting fairly and reasonably, may resolve that Options will be Released on an earlier date.
10.7 Winding-up
On the passing of a resolution for the voluntary winding-up or the making of an order for the compulsory winding up of the Company, the Board, acting fairly and reasonably, will determine:
10.7.1 whether and to what extent Options which have not yet been Released will be Released; and 10.7.2 the period of time during which any Released Option may be exercised, after which time it will lapse.
To the extent that an Option is not Released it will lapse immediately.
10.8 Other events
If the Company is or may be affected by a demerger, delisting, special dividend or other event and in the opinion of the Board, such event would affect the current or future value of Shares to a material extent and it would not be appropriate or practicable to adjust an Option in accordance with rule 11, the Board may determine that the following provisions will apply:
10.8.1 an Option will be Released; and 10.8.2 the Board will determine the period during which any Released Option may be exercised, after which time it will lapse.
To the extent that the Award is not Released it will lapse immediately, unless the Board determines otherwise.
In applying this rule 10.6, the Board shall act fairly and reasonably.
10.9 Exchange
10.9.1 An Option will not be Released under rule 10.1 but will be exchanged on the terms set out in rule 10.10 to the extent that:
i) an offer to exchange the Option (the "Existing Option") is made and accepted by a Participant in accordance with rule 10.9.2; or ii) there is an Internal Reorganisation, unless the Board determines that an Option should be Released under rule 10.1;
10.9.2 If any company (the "acquiring company"):
i) obtains Control of the Company as a result of making a general offer to acquire:
a. the whole of the issued ordinary share capital of the Company (other than that which
is already owned by it or persons connected with it) which is made on a condition such that if it is satisfied the person making the offer will have Control of the Company; or
b. all the shares in the Company which are of the same class as those subject to the Option (other than those shares already owned by it or persons connected with it meaning within the meaning of section 993 of the Income Tax Act 2007); or
ii) obtains Control of the Company as a result of a compromise or arrangement sanctioned by the Court under section 899 of the Companies Act 2006 or as a result of a non-UK company reorganisation arrangement (as defined in paragraph 35ZA of Schedule 4) which has become binding on the shareholders covered by it; or
iii) becomes bound or entitled to acquire shares in the Company under sections 979 to 982 or 983 to 985 of the Companies Act 2006
any Participant may, at any time within the relevant period specified under paragraph 26(3) of Schedule 4, by agreement with the acquiring company, release any Option granted under the Plan (the "Old Option") in consideration of the grant to him of an option (the "New Option") on the terms specified in rule 10.10.
For the avoidance of doubt, if this rule 10.9.2 applies, no further Options may be granted under the Plan other than the New Options granted in accordance with this Rule 10.9.2.
10.10 Exchange terms
10.10.1 The terms of a New Option referred to in rule 10.9.2 shall such that for the purposes of paragraph 27 of Schedule 4 it is equivalent to the Old Option but relates to shares in a different company (whether the acquiring company itself or some other company falling within paragraph 16(b) or (c) of Schedule 4). When determining if a New Option is equivalent to an Old Option, the market value of any shares is to be determined using a methodology agreed by HMRC.
10.10.2 Where a New Option is granted under rule 10.9.2 the following terms of the Plan shall, in relation to the New Option, be construed:
i) as if, except for the purposes of the definitions of "Group Member", "Participating Company" and "Subsidiary" in rule 1.1 and the reference to the "Board" in rule 7.1, the expression the "Company" were defined as "a company whose shares may be acquired by the exercise of Options granted under the Plan";
ii) if the New Option is granted other than following an Internal Reorganisation, so that rule 12.2 is omitted; and
iii) if the New Option is granted following an Internal Reorganisation, so that any condition relating to performance shall be varied or replaced on such basis as the Board, acting fairly and reasonably, considers to be appropriate.
10.11 Meaning of Board
Any reference to the Board in this rule 10 means the members of the Board immediately prior to the relevant event.
11 ADJUSTMENTS
11.1 The number of Shares subject to an Option and the Exercise may be adjusted in such manner as the Board determines, in the event of any variation of the share capital of the Company.
11.2 An adjustment under Rule 11.1 may reduce the price at which Shares may be subscribed for on the exercise of an Option to less than their nominal value, but only if and to the extent that the Board is authorised:
11.2.1 to capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares in respect of which the Option is exercised and which are to be allotted after such exercise exceeds the price at which the Shares may be subscribed for; and
11.2.2 to apply that sum in paying up such amount on such Shares
so that on exercise of any Option in respect of which such a reduction shall have been made the Board shall capitalise that sum (if any) and apply it in paying up that amount.
12 AMENDMENTS
12.1 Except as described in this rule 12, the Board may at any time amend the rules of the Plan or the terms of any Option.
12.2 Subject to rule 12.3, no amendment to the advantage of Eligible Employees or Participants will be made under this rule 12 to the provisions relating to:
12.2.1 the persons to whom, or for whom, Shares are provided under the Plan;
12.2.2 limitations on the number or amount of Shares subject to the Plan;
12.2.3 the maximum entitlement for any one Participant;
12.2.4 the basis for determining a Participant's entitlement to, and the terms of, Shares to be provided under the Plan;
12.2.5 the adjustments that may be made in the event of a variation of capital; and
12.2.6 the terms of this rule 12.2
without prior approval of the members of the Company in general meeting.
12.3 Rule 12.2 will not apply to any minor amendment which is to benefit the administration of the Plan or is necessary or desirable to take account of any change in legislation or to obtain or maintain favourable taxation, exchange control or regulatory treatment for any Group Member or Participant.
12.4 Subject to rule 12.5, no amendment to the material disadvantage of existing rights of Participants will be made under rule 12.1 unless:
12.4.1 every Participant who may be affected by such amendment has been invited to indicate whether or not he approves the amendment; and
12.4.2 the amendment is approved by a majority of those Participants who have so indicated.
12.5 Rule 12.4 shall not apply to any alteration which is required in accordance with paragraph 28l(2)(b) of Schedule 4 or which is otherwise required in order that the Plan complies with the requirements of Schedule 4.
12.6 No amendment will be made under this rule 12 if it would prevent the Plan from being an employees' share scheme in accordance with section 1166 of the Companies Act 2006.
13 LEGAL ENTITLEMENT
13.1 This rule 13 applies during a Participant's employment with any Group Member and after the termination of such employment, whether or not the termination is lawful.
13.2 Nothing in the Plan or its operation forms part of the terms of employment of a Participant and the rights and obligations arising from a Participant's employment with any Group Member are separate from, and are not affected by, his participation in the Plan. Participation in the Plan does not create any right to continued employment with a Group Member for any Participant.
13.3 The grant of any Option to a Participant does not create any right for that Participant to be granted any further Options or to be granted Options on any particular terms, including the number of Shares to which Options relate.
13.4 By participating in the Plan, a Participant waives all rights to compensation for any loss in relation to the Plan, including:
13.4.1 any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of the Participant's employment);
13.4.2 any exercise of a discretion or a decision taken in relation to an Option or to the Plan, or any failure to exercise a discretion or take a decision; or
13.4.3 the operation, suspension, termination or amendment of the Plan.
14 GENERAL
14.1 The Plan will terminate upon the date referred to in rule 2.10, or at any earlier time by the passing of a resolution by the Board or an ordinary resolution of the Company in general meeting. Termination of the Plan will be without prejudice to the existing rights of Participants.
14.2 Shares issued or transferred from treasury under the Plan will rank equally in all respects with the Shares then in issue, except that they will not rank for any voting, dividend or other rights attaching to Shares by reference to a record date preceding the date of issue or transfer from treasury.
14.3 Personal data relating to Participants and individuals who may be eligible to participate in the Plan
may be collected, held, processed or transferred (including to a country or territory outside the European Economic Area or elsewhere) for all purposes relating to the operation of the Plan, (including, but not limited to, the administration and maintenance of Participant records, providing information to future purchasers of the Company or any other company or business for or in which the Participant works) in compliance with (a) any applicable laws and regulations; and (b) any data privacy notice or policies of any Group Member in force from time to time.
14.4 The Plan will be administered by the Board. The Board will have full authority, consistent with the Plan, to administer the Plan, including authority to interpret and construe any provision of the Plan and to adopt regulations for administering the Plan. Decisions of the Board will be final and binding on all parties.
14.5 Any notice or other communication in connection with the Plan may be delivered personally or sent by electronic means or post, in the case of a company to its registered office (for the attention of the company secretary), and in the case of an individual to his last known address, or, where he is a director or employee of a Group Member, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment. Where a notice or other communication is given by post, it will be deemed to have been received 72 hours after it was put into the post properly addressed and stamped, and if by electronic means, when the sender receives electronic confirmation of delivery or if not available, 24 hours after sending the notice.
14.6 No third party will have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan (without prejudice to any right of a third party which exists other than under that Act).
14.7 The rules of the Plan will be governed by and construed in accordance with the laws of Scotland. Any person referred to in the Plan submits to the exclusive jurisdiction of the Courts of Scotland.
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