Triad

RULES

OF THE

TRIAD EMPLOYEE SHARE INCENTIVE PLAN

Board adoption: [March] 2022
Shareholders' approval: [March] 2022
Expiry date: [March] 2032

Tapestry
GLOBAL COMPLIANCE PARTNERS

Meaning of words used ... 1
Granting Awards ... 3
Participant limits ... 5
Share dilution limit ... 5
Vesting of Awards ... 6
Lapsing ... 6
Settlement of Awards ... 6
Investigations ... 7
Dealing Restrictions ... 7
Holding Period ... 7
Leaving ... 8
Post-termination restriction for Executive Directors ... 9
Malus and Clawback ... 10
Mobile Participants ... 11
Takeovers and restructurings ... 11
Exchange of Awards ... 12
Variations in share capital ... 13
Tax ... 14
Terms of employment ... 14
General ... 15
Administration ... 17
Changing the Plan and termination ... 17
Governing law and jurisdiction ... 18

Triad Employee Share Incentive Plan

1. Meaning of words used

1.1 General

In these rules:

"Award" means a conditional right to acquire Shares;

"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 15 (Takeovers and restructurings) and 16 (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;

"Clawback" means the recovery of Shares in connection with rule 13.2 (Clawback);

"Clawback Period" means such period, as the Board may determine, which for Awards granted to Executive Directors will be the period of two years from and including the date an Award is settled;

"Company" means Triad Group Plc with registered number 2285049;

"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;

"Employee" means any employee (including an employed executive director) of any Member of the Group and, for the purposes of rule 19 (Terms of employment), it includes a former employee;

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

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

"Good Leaver Reason" means:

(i) death;

(ii) ill-health, injury or disability (evidenced to the satisfaction of the Board);

(iii) the Participant's employing company ceasing to be a Member of the Group;

(iv) the business or part of the business that employs the Participant being transferred outside of the Group; or

(v) 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 any 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);

Triad Employee Share Incentive Plan
(Page 1 of 18)

"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. For the avoidance of doubt, a Participant will not be treated as Leaving during any periods of leave during which a Participant remains employed and has a right to return to work;

"Malus" means the adjustment to an Award made in connection with rule 13.1 (Malus);

"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) in either case, such value as the Board may decide;

"Other Conditions" means any conditions imposed under rule 2.4.5;

"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 2.4.4;

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

"Plan" means the plan constituted by these rules and its schedules known as the Triad Employee Share Incentive Plan, as amended from time to time;

"Relevant Circumstance" means a circumstance determined by the Board in its absolute discretion, including, but not limited to:

(i) where there is reasonable evidence of:
a) fraud;
b) misconduct leading to material harm to the Group or any Member of the Group; or
c) misbehaviour,

by the Participant;

(ii) the Group or any Member of the Group suffers a significant downturn in its financial performance or corporate failure for which the Participant has significant responsibility and the Board considers that negligent conduct or an omission of the Participant has significantly contributed to that downturn or failure;
(iii) there has been a material misstatement of the Group's or any Member of the Group's or business unit's financial statements:
a) for which the Participant has significant responsibility; or

Triad Employee Share Incentive Plan
(Page 2 of 18)

b) which has led to the Participant's Award vesting or being capable of vesting to a greater extent than would otherwise have been the case;

(iv) the information and/or calculation that is relied upon by the Board to determine the value of any cash and/or shares to which such Award relates is found to be materially incorrect, mistaken or misrepresented to the advantage of the Participant;

(v) the Participant has acted in a way which has damaged, or is likely to damage, the reputation of the Group or any Member of the Group, or has brought, or is likely to bring, the Group or any Member of the Group into disrepute in any way; or

(vi) the Participant has failed to adequately manage and/or supervise another/others which has led to one of the circumstances listed above occurring or continuing to occur; and/or

(vii) any other circumstances arise or exist which justify Malus and/or Clawback in relation to the Participant.

"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;

"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 a Participant becoming entitled to the Shares,

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.

2. Granting Awards

2.1 Eligibility

The Board may only grant an Award to someone who is an Employee at the Award Date and will not grant an Award to an Employee who is on notice to terminate their employment within the Group.

2.2 Timing of grant

Awards may only be granted 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 Business Day following the day on which the Company's results are announced or, where not announced, are published for any period;

2.2.3 any day on which changes to the legislation or regulations affecting share plans are announced or take effect;

Triad Employee Share Incentive Plan
(Page 3 of 18)

2.2.4 any day on which the Board resolves exceptional circumstances exist which justify the grant of Awards; and
2.2.5 the day Dealing Restrictions, which prevented the granting of Awards during the periods specified above, are lifted.

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.

Participants will be notified of the terms of their Awards as soon as practicable.

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 made 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 number of Shares subject to the Award or the basis for calculating the number of Shares;
2.4.3 the Expected Vesting Date (or Dates, in the case of an Award made up of different tranches);
2.4.4 if the Award is subject to any Performance Conditions, details of those Performance Conditions and the applicable Performance Period;
2.4.5 details of any Other Conditions;
2.4.6 whether Malus and/or Clawback will apply to the Award and any related Clawback Period;
2.4.7 details of any Holding Period;
2.4.8 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
2.4.9 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.

For Executive Directors, the Performance Conditions and Performance Period will be consistent with the Remuneration Policy.

Triad Employee Share Incentive Plan
(Page 4 of 18)

The Board may change or waive 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 or waiver.

2.6 Other Conditions

The Board may impose other conditions on Vesting. The Board may change or waive 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 or waiver.

2.7 Malus and Clawback

Awards may and in the case Executive Directors will be granted subject to Malus and Clawback.

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 any policy adopted by the Company that requires a minimum shareholding by certain individuals, as in force from time to time.

2.9 Administrative errors

If the Board grants an Award:

2.9.1 in error, it will be deemed never to have been granted and/or will immediately lapse; and/or
2.9.2 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.

3. Participant limits

Awards to Executive Directors may only be granted in accordance with the limits set out in the Remuneration Policy. The Board may otherwise determine the number of Shares subject to Awards or the value of awards in their discretion.

4. Share dilution limit

4.1 Share limit

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 under any other employee share plans operated by the Company or any Member of the Group 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 limit):

4.2.1 Shares are considered to be "Allocated" when allotted and issued as new shares;

Triad Employee Share Incentive Plan
(Page 5 of 18)

4.2.2 where there has been a variation in the share capital of the Company as described in rule 17 (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 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 up to the nearest whole Share on such basis as the Board shall decide.

5.4 Overriding discretion

The Board may reduce (including to zero) 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, any business unit/area or team;
5.4.2 the 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.

6. Lapsing

An Award will lapse to the extent any part of it is no longer capable of Vesting.

To the extent an Award lapses, it cannot Vest 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 comprised in the Award.

7. Settlement of Awards

7.1 Delivery

If an Award Vests, the Board will arrange for the delivery of Shares to the Participant as soon as practicable after Vesting.

Triad Employee Share Incentive Plan
(Page 6 of 18)

7.2 Nominee

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

7.3 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.

7.4 Share transfer tax

The Board will arrange payment of any share transfer taxes on settlement.

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 a Participant's Award.

8.2 Impact of investigation

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

8.2.1 the Participant's Award will not Vest; and
8.2.2 where relevant, the Participant's Award will not be settled,

until the investigation is concluded and then any Award will only Vest or be settled as determined by the Board.

Dealing Restrictions

9.1 Application of rule

This rule applies if Dealing Restrictions would prohibit delivering or arranging settlement of 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; and
9.2.2 the settlement of an Award will not occur until the Dealing Restrictions cease to apply, unless the Board decides otherwise.

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.

Triad Employee Share Incentive Plan
(Page 7 of 18)

Triad Employee Share Incentive Plan
(Page 8 of 18)

10.2 Impact of Holding Period

If a Holding Period applies, the Shares 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 18.1 (Withholding);
10.2.4 in accordance with rule 13 (Malus and Clawback);
10.2.5 in connection with an event described in rule 15 (Takeovers and restructurings) or rule 17.1 (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 Proof of ownership

If the Board requires, 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.

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 to accelerate Vesting; and
11.1.3 Vest only to the extent prescribed by rule 11.4 (Good leavers – Vesting).

11.2 Leaving – after Vesting

If a Participant Leaves after Vesting, the Award will continue in accordance with the Plan.

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) then that Participant's Awards will immediately lapse.

Triad Employee Share Incentive Plan
(Page 9 of 18)

11.4 Good leavers – Vesting

If this rule 11.4 (Good leavers – Vesting) 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, unless the Board decides otherwise;

(ii) to the extent that the Board decides any Other Conditions have been satisfied, unless the Board decides otherwise; and

(iii) 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,

11.5 Leaving – Ongoing restrictions

Where a Participant Leaves:

11.5.1 any Holding Period will continue to apply unless the Board determines otherwise, except that any Holding Period will cease to apply on death; and

11.5.2 where the Award was granted subject to Malus and Clawback, these provisions will continue to apply to the Award unless and to the extent they are waived or varied by the Board.

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 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.

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 (or has been an Executive Director at any time since grant of the Award);

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.

Triad Employee Share Incentive Plan
(Page 10 of 18)

12.3 New employment commenced before settlement of the Award

If the Board decides, at any time, that the Participant became Employed as an Executive before settlement of the Award under rule 7 (Settlement of Awards):

12.3.1 if the Award has not yet been settled, it will immediately lapse in full unless the Board decides otherwise; or

12.3.2 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 the Board) of the Award, including any benefits received as a consequence of the Award or the underlying Shares). This amount may be recovered by using any of the methods set out in rule 13.2 (Clawback) to effect Clawback.

12.4 New employment commenced after settlement of the Award

If the Board decides that the Participant became Employed as an Executive after settlement of the Award under rule 7 (Settlement of Awards), the Board may recover such amount relating to the Award as the Board decides is appropriate (not exceeding the gross value (as decided by the Board) of the Award, including any benefits received as a consequence of the Award or the underlying Shares). This amount may be recovered by using any of the methods set out in rule 13.2 (Clawback) to effect Clawback.

13. Malus and Clawback

13.1 Malus

Notwithstanding any other rule of the Plan, at any time prior to the settlement of an Award and where, in the opinion of the Board, there is a Relevant Circumstance in respect of a Participant and/or their Award, the Board may in its discretion:

13.1.1 reduce the number of Shares to which the Award relates;

13.1.2 cancel the Award; or

13.1.3 impose further conditions on the Award.

13.2 Clawback

Where, in the opinion of the Board, there is a Relevant Circumstance during the Clawback Period in respect of a Participant and/or their Award, the Board may in its discretion determine that:

13.2.1 the Participant must transfer or repay (or procure such transfer or repayment) to the Company (or any other person nominated by the Company) some or all of the Shares or equivalent received by the Participant in respect of an Award on such basis (including whether the number of Shares or equivalent will be calculated including or excluding any applicable tax or social security liability) as the Board may determine; or

13.2.2 the amount of any number of Shares to which any subsisting or future Awards relate, should be reduced (including to zero) and/or that further conditions will be imposed on such Awards.

13.2.3 For the purposes of this rule 13.2 (Clawback), the reduction, cancellation, imposition of further conditions, the transfer of Shares or payment of cash may, at the Board's discretion, apply not only to Awards but also to rights awarded to a Participant under any employees' share plan (other than this Plan), or incentive arrangement or plan operated by any Member of the Group.

Triad Employee Share Incentive Plan
(Page 11 of 18)

13.3 Cross-clawback

The Board may decide at any time that an Award will be reduced, cancelled or subject to the imposition of further conditions in respect of all or a number of Shares to give effect to a clawback provision of any form contained in any employees' share plan (other than this Plan), or incentive arrangement or plan operated by any Member of the Group. The extent to which an Award will lapse will be in accordance with the terms of the clawback provision in the relevant plan or, in the absence of any such term, on such basis as the Board considers appropriate.

13.4 Notification

If the Board exercises its discretion in accordance with this rule 13 (Malus and Clawback), it will confirm this in writing to each affected Participant.

14. Mobile Participants

14.1 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 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.

14.2 Cancellation

If the Board decides that the adjustment of an Award under rule 14.1 (Application of rule) is not practicable or appropriate, the Board may decide that the Award will lapse.

14.3 Notifying Participants

The Board will notify affected Participants of any adjustment or decision made under this rule 14 (Mobile Participants) as soon as practicable.

15. Takeovers and restructurings

15.1 Change of Control

Where a person (or a group of persons acting together) obtains Control of the Company as a result of making an offer to acquire Shares, Awards will Vest on the date the person obtains such Control in accordance with rule 15.5 (Vesting).

15.2 Bound or entitled

Where a person becomes bound or entitled to acquire Shares under sections 979 to 982 or 983 to 985 of the Companies Act 2006 (inclusive), Awards will Vest on the date the person becomes so bound or entitled in accordance with rule 15.5 (Vesting).

15.3 Schemes of arrangement

Where a court sanctions a compromise or arrangement in connection with the acquisition of Shares, Awards may, if the Board decides, Vest on the date of the court sanction or the effective date in accordance with rule 15.5 (Vesting).

15.4 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 in accordance with rule 15.5 (Vesting).

Triad Employee Share Incentive Plan
(Page 12 of 18)

15.5 Vesting

If this rule 15.5 (Vesting) applies, an Award will Vest:

15.5.1 to 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, unless the Board decides otherwise;

15.5.2 to the extent that the Board decides any Other Conditions have been satisfied, unless the Board decides otherwise; and

15.5.3 pro-rata 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 Participant's Award does not Vest, it will then lapse.

15.6 Malus and Clawback

If this rule 15 (Takeovers and restructurings) applies to an Award, the Board may decide that Malus and Clawback will no longer apply to an Award or will be varied in its application to the Award.

In relation to any cash or Shares acquired prior to the relevant event, Malus and Clawback will continue to apply, with such amendments as the Board determines, unless the Board decides otherwise.

15.7 Holding Period

Any applicable Holding Period will continue to apply until its expiry in accordance with the Plan and the terms of the Award, with any amendments as the Board determines, unless the Board decides otherwise.

16. Exchange of Awards

16.1 Meaning of "Acquirer"

For the purposes of this rule 16 (Exchange of Awards), "Acquirer" means a person that obtains Control of the Company.

16.2 Application of rule

Where any of rules 15.1 (Change of Control), 15.2 (Bound or entitled) or 15.3 (Schemes of arrangement) is expected to or does apply:

16.2.1 if the relevant event constitutes a corporate reorganisation of the Company where substantially all the shareholders of the Company immediately before the reorganisation will continue to have Control immediately afterwards, Awards will not Vest under rule 15 (Takeovers and restructurings) but will instead, along with Vested Awards, be exchanged for new awards, unless the Board decides otherwise; and

16.2.2 in any other case, the Board may, with the consent of the Acquirer, decide that either:

(i) Awards will not Vest under rule 15 (Takeovers and restructurings) but will instead, along with Vested Awards, be exchanged for new awards; or

(ii) Participants will be entitled to choose, within a period decided by the Board, whether to exchange their Award for a new award.

Triad Employee Share Incentive Plan
(Page 13 of 18)

16.3 Timing of exchange

Any such exchange will take place on (or as soon as practicable after) the relevant event under rule 15 (Takeovers and restructurings).

16.4 Exchange terms

Any new award will be granted on such terms and over such shares (or other type of securities) as the Board decides and, where rule 15.2 applies, with the agreement of the Acquirer.

16.5 Interpretation following exchange

Unless the Board decides otherwise, any new award that is subject to 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.

17. Variations in share capital

17.1 Adjustment of an Award

If there is:

17.1.1 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;
17.1.2 a demerger (in whatever form);
17.1.3 a special dividend or distribution; or
17.1.4 any other transaction which the Board decides will materially affect the value of the Shares,

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 17.1 (Adjustment of an Award) as soon as practicable.

17.2 Accelerated Vesting

If the Board decides that an adjustment of an Award is not practicable or appropriate, then the Board may decide that the Award will Vest:

17.2.1 immediately prior to, and conditional on, the relevant event;
17.2.2 to the extent that the Board determines 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, unless the Board decides otherwise;
17.2.3 to the extent that the Board determines any Other Conditions have been satisfied, unless the Board decides otherwise; and
17.2.4 pro-rata 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;
17.2.5 with the continued application of Malus and Clawback, unless and to the extent the Board decides otherwise;

17.2.6 with the continued application of the Holding Period, unless and to the extent the Board decides otherwise,

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

18. Tax

18.1 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 may make withholding arrangements as set out in this rule 18.1 (Withholding).

A withholding entity may make such withholding arrangements as it considers necessary or desirable, including making deductions from any cash payment owed to the Participant.

Withholding arrangements may include:

18.1.1 the sale on behalf of the Participant of some or all of the Shares to which the Participant is entitled under the Plan and retention of some or all of the proceeds (with any residual amounts paid to the Participant in cash).

An entity may withhold to meet any applicable dealing and/or currency exchange costs and other associated costs.

18.2 Participant indemnity

A Participant will, if requested, indemnify the Group for the Participant's liability for Tax.

19. Terms of employment

19.1 Application

This rule 19 (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.

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

19.3 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.

19.4 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 even if it is unreasonable, irrational or might otherwise be regarded as being perverse or in breach of the duty of trust and confidence (and/or any other implied duty), for example between the Employee and the relevant Member of the Group.

Triad Employee Share Incentive Plan
(Page 14 of 18)

Triad Employee Share Incentive Plan
(Page 15 of 18)

19.5 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:

19.5.1 any loss or reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment);
19.5.2 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
19.5.3 the operation, suspension, termination or amendment of the Plan.

19.6 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 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.

20. General

20.1 Data protection

Participation in the Plan will be subject to:

20.1.1 any data protection policies applicable to any relevant Member of the Group; and
20.1.2 any applicable privacy notices.

20.2 Consents and filings

All allotments, issues and transfers of Shares or cash 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.

20.3 Source of Shares

Awards may be settled using newly issued Shares and Shares purchased in the market.

20.4 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.

20.5 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:

20.5.1 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);
20.5.2 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
20.5.3 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.

20.6 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.

20.7 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.

20.8 Not pensionable

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

20.9 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 (other than to that Participant's personal representatives on death).

20.10 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.

20.11 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.

Triad Employee Share Incentive Plan
(Page 16 of 18)

Triad Employee Share Incentive Plan
(Page 17 of 18)

21. Administration

21.1 Administration of the Plan

The Plan will be administered by the Board, which has authority to make such rules and regulations for the administration of the Plan as it considers necessary or desirable. The Board may delegate any and all of its rights and powers under the Plan.

21.2 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.

21.3 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:

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

unless the Board decides otherwise.

21.4 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.

21.5 Dealing Restrictions

Each person will have regard to Dealing Restrictions when operating, interpreting, administering, participating in and/or taking any other action in relation to the Plan.

22. Changing the Plan and termination

22.1 General power

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

22.2 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:

22.2.1 the persons who may participate in the Plan;
22.2.2 the total number or amount of Shares which may be delivered under the Plan;
22.2.3 the maximum entitlement for any Participant;
22.2.4 the basis for determining a Participant's entitlement to benefits provided under the Plan and the rights of a Participant in the event of a variation made under rule 17.1.1; and
22.2.5 this rule 22.2 (Shareholder approval).

Triad Employee Share Incentive Plan
(Page 18 of 18)

22.3 Shareholder approval – minor changes exception

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

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

22.4 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).

22.5 Participant consent – minor changes exception

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

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

22.6 Notice of change

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

22.7 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 limit).

22.8 Termination of the Plan

The Plan will terminate on [March] 2032 (or on such earlier date as the Board decides). Termination will not affect existing rights under the Plan.

23. 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.