WH Smith PLC — Remuneration Information 2026

Feb 12, 2026

DEED OF GRANT OF SHARE OPTION

This Deed of Grant is made on
2026 between

WH SMITH PLC a company registered in England under registration number 5202036, whose registered office is at Greenbridge Road, Swindon, Wiltshire, SN3 3RX (the "Company"); and LEO QUINN of [●] (the "Executive").

1. GRANT OF OPTION
   The Company HEREBY GRANTS the Executive on the date hereof (the "Grant Date") an option to acquire 1,887,519 ordinary shares in the Company.

2. TERMS OF THE OPTION
   The Option shall be subject to the terms specified in the Schedule to this Deed of Grant.

3. SPECIFIC TERMS
   In signing this Deed of Grant, the Executive accepts the terms of the Option, including, without limitation, the provisions of Clause 11 (Claw-back) of the Schedule.

4. GENERAL
   This Deed of Grant may be signed on separate counterparts which when taken together shall constitute one and the same instrument.

GBR01/125732463_12

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IN WITNESS whereof this DEED has been executed and is delivered on the date first above written.

Executed as a DEED by
WH SMITH PLC
of registration number 5202036
acting by

Director (Signature)

Director/Company Secretary (Signature)

LEO QUINN
in the presence of:
(Name of witness)

(Address of witness)

(Signature of witness)

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SCHEDULE

1. INTERPRETATION AND CONSTRUCTION

1.1 For the purposes of this Deed, the following terms shall have the meaning indicated below unless the context clearly indicates otherwise:

"Clause" means a Clause of this Schedule;

"Claw-back" means a recovery of value by the Company from the Executive in accordance with the provisions of Clause 11 (Claw-back) and Appendix 1 (Operation of Claw-back);

"Control" has the meaning given by Section 995 of the Income Tax Act 2007;

"Corporate Action" means any of the events referred to in:

(A) Clauses 8.1 to 8.5 (but excluding a Reorganisation as defined in Clause 8.8); or
(B) if the Remuneration Committee determines that the Option will vest pursuant to such Clause, Clause 8.6;

"Dealing Day" means any day on which the London Stock Exchange is open for trading;

"Dealing Restriction" means any restriction on the dealing in shares, whether direct or indirect, pursuant to any law, regulation, code or enactment in England and Wales and/or the jurisdiction in which the Executive is resident, or any share dealing code of the Company;

"Financial Year" means the financial year of the Company within the meaning of Section 390 of the Companies Act 2006;

"Group" means the Company and any company which from time to time is a subsidiary of the Company, within the meaning of section 1159 of the Companies Act 2006 (each a "Group Company");

"Holding Period" means any of the periods referred to in Clause 6.2;

"Investment Shares" means 303,879 Shares acquired by the Executive prior to the Grant Date;

"Market Value" means, in relation to a Share on any day:

(A) if and so long as the Shares are admitted to listing by the Financial Conduct Authority and traded on the London Stock Exchange, the mid-closing price of a Share on the immediately preceding Dealing Day; or
(B) subject to (A) above, its market value, determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992;

"Measurement Date" means each of the dates on which the Remuneration Committee measures the Vesting Percentage following the announcement of the Company's preliminary results for each of the five Financial Years in the period commencing on 1 September 2026;

"Option" means a right to acquire Shares, which may be exercised by the Executive in accordance with Clause 6.2;

"Personal Representatives" means, following his death, the Executive's personal representatives, or a person fulfilling a similar function in any jurisdiction;

"Remuneration Committee" means the remuneration committee of the Company or, following any Corporate Action, the remuneration committee as constituted immediately prior to the Corporate Action;

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

"vested" means the extent to which the Option will become capable of exercise following the end of any applicable Holding Period (and "vest" shall be construed accordingly); and

"Vesting Percentage" has the meaning given in Clause 4.2.

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1. OPTION IS NON-TRANSFERABLE

2.1 The Executive may not transfer, assign, pledge, charge or otherwise dispose of, or grant any form of security or other interest over, any part of his interest in the Option. The Option shall (unless the Remuneration Committee determines otherwise) lapse on the Executive doing any of the foregoing (whether voluntarily or involuntarily), being deprived of the beneficial ownership of the Option by operation of law, or becoming bankrupt.

2.2 Clause 2.1 does not restrict the transmission of the Option to the Executive's Personal Representatives following his death.

1. INVESTMENT SHARES

3.1 The Company reserves the right to request verification from time to time that the Executive continues to hold the Investment Shares.

3.2 A corresponding proportion of the number of Shares subject to the Option shall immediately lapse to the extent that the Executive transfers, assigns, pledges, charges or otherwise disposes of, or grants any form of security or other interest over, any proportion of the Investment Shares (save in the circumstances provided for in Clause 2.2 above). For the avoidance of doubt this Clause 3.2 shall not apply following the earlier of (i) the expiry of the two year period following the vesting of 100% of the Shares subject to the Option; (ii) the expiry of the two-year period following the date on which the Option ceases to be capable of vesting to any greater extent; (iii) the Executive's death; and (iv) the occurrence of any of the events referred to in Clauses 8.1 to 8.6.

3.3 In the event that the Option would otherwise lapse in accordance with Clause 3.2 above in respect of any Shares in respect of which the Option has already been exercised, the provisions of Appendix 1 shall apply as if those Shares were Excess Shares (as defined in Appendix 1).

1. VESTING

4.1 On each Measurement Date, the Option shall, subject to Clauses 4.2 and 4.3 below, vest in respect of the number of Shares calculated in accordance with the following formula:

$$
(A \times B) - C
$$

Where:

'A' is the number of Shares in respect of which the Option was granted (subject to any reduction in accordance with Clause 3 above);

'B' is the Vesting Percentage; and

'C' is the aggregate number of Shares (if any) in respect of which the Option has vested on any preceding Measurement Dates.

4.2 For the purpose of Clause 4.1 above, the "Vesting Percentage" shall be the percentage of the Option which vests in accordance with the following table:

Share Price	Percentage of Option vesting
At or below £7	Zero
Above £7 and below £13	On a straight-line basis between 0% and 100%
At or above £13	100%

and for these purposes the "Share Price" shall be calculated by reference to the average Market Value of a Share over the 30 Dealing Days following the date of the announcement of the Company's preliminary results for the corresponding Financial Year.

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4.3 The Remuneration Committee may, acting reasonably and in good faith, adjust the extent to which the Option shall vest on any Measurement Date if it determines that the formulaic vesting outturn would be inconsistent with the underlying performance of the Company. An adjustment pursuant to this Clause 4.3 may be either positive (but, for the avoidance of doubt, not so that the proportion of the Option which vests exceeds the number of Shares in respect of which the Option remains capable of vesting on such Measurement Date (being A – C in the formula set out in Clause 4.1 above)) or negative (including reducing to nil the number of Shares in respect of which the Option vests on such Measurement Date).

4.4 The Option shall lapse to the extent that it has not vested on or before the fifth Measurement Date.

1. EFFECT OF VESTING

The effect of the vesting of the Option is that the Option shall, to the extent that it vests, become exercisable in accordance with Clause 6 (Exercise of Option).

1. EXERCISE OF OPTION

6.1 The Option may (subject to Clause 6.2) be exercised, to the extent that it has vested, by the delivery to the Company (or such other person nominated by the Company) of a valid notice of exercise in such form as the Remuneration Committee may prescribe or failing such form being prescribed, by written notice from the Executive to the Company confirming the exercise of the Option.

6.2 The Option may first be exercised in respect of any Shares over which the Option vests on a Measurement Date, at the end of the corresponding "Holding Period", as set out in the table below:

Measurement Date	End of Holding Period
Following the end of the 2027 Financial Year	30 November 2029
Following the end of the 2028 Financial Year	30 November 2030
Following the end of the 2029 Financial Year	30 November 2031
Following the end of the 2030 Financial Year	30 November 2032
Following the end of the 2031 Financial Year	30 November 2033

6.3 Clause 6.2 shall not apply to the extent the Option becomes exercisable in accordance with Clause 7.3 and/or Clause 8 below.

6.4 Subject to Clause 6.6, the Option shall lapse on the earlier of: (i) the tenth anniversary of the Grant Date; and (ii) if the Executive ceases to be employed by or hold office with the Group as Executive Chair, Non-Executive Chair or Group Chief Executive, the expiry of the period of twelve months from the later of the date of cessation (determined in accordance with Clauses 7.2 and 7.4 below) and the expiry of the applicable Holding Period with the latest end date.

6.5 Any Shares in respect of which the Option is exercised shall be issued or transferred (including by way of the transfer of treasury shares) to the Executive as soon as reasonably practicable (which may include issuing or transferring the Shares on more than one consecutive Dealing Day on such basis as the Remuneration Committee may determine).

6.6 The Option may not be exercised unless the Remuneration Committee is satisfied that at such time:

6.6.1 such exercise;

6.6.2 the issue and transfer of Shares to, and dealing in Shares by, the Executive; and

6.6.3 any action needed to be taken by the Company to give effect to such exercise,

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is not contrary to any Dealing Restriction. Where the exercise, transfer or dealing in Shares is contrary to any Dealing Restriction on the last Dealing Day in any of the periods referred to in Clauses 8.1 to 8.3 or 8.6 (Clause 8 being in relation to Corporate Actions) or Clause 6.4, such period shall be extended to the end of the tenth Dealing Day thereafter on which the Remuneration Committee is satisfied that the exercise, transfer and dealing in Shares is not contrary to any Dealing Restriction.

6.7 The Remuneration Committee may determine that the Option shall be deemed to be exercised without any action from the Executive immediately before the Option would otherwise lapse under any Clause, but shall not be under any duty or obligation to do so.

6.8 The Company shall be under no duty or obligation to inform the Executive of any period in which the Option may or may not be exercised or of the pending lapse of the Option (including where the Remuneration Committee does not make a determination under Clause 6.7).

1. REQUIREMENT FOR THE EXECUTIVE TO BE IN EMPLOYMENT OR HOLD OFFICE

7.1 The Option shall immediately lapse on the Executive ceasing to hold office or employment with any Group Company by reason of the circumstances set out in clause 16(d) of his service contract dated 18 January 2026.

7.2 Subject to Clause 7.1, the Option will only be capable of vesting on any Measurement Date provided that the Executive is employed by or holds office with a Group Company as Executive Chair, Non-Executive Chair or Group Chief Executive (or, for the avoidance of doubt, where the Executive is absent from such role due to sickness or ill health and has not ceased employment or office, notwithstanding that another individual has been appointed to perform that role on an interim or replacement basis) or where the Executive is on garden leave or other leave of any kind (including sick leave) from one of those roles, on 30 November following the end of the corresponding Financial Year. A period on notice (or a period which would have been notice but for payment in lieu of notice) will count for these purposes, but the Option will not be capable of further vesting thereafter.

7.3 If the Executive dies, the Option shall immediately vest in accordance with Clause 4.1, with the "Measurement Date" being read as the date of the Executive's death and subject to the Remuneration Committee's assessment of the applicable Vesting Percentage at such time. The Option may be exercised (by the Executive's Personal Representatives) during a period of twelve months from the date of the Executive's death and shall lapse at the expiry of such period.

7.4 No provision of this Clause 7 shall apply in respect of any cessation of office or employment if immediately following the cessation the Executive continues to hold office or employment with the Group as Executive Chair, Non-Executive Chair or Group Chief Executive, or is treated as continuing to hold such office for the purposes of this Clause 7 by reason of sickness or ill health, or in respect of any notice (or a period which would have been notice but for payment in lieu of notice) of cessation if arrangements are in place that mean immediately following the notice (or a period which would have been notice but for payment in lieu of notice) becoming effective the Executive will continue to be engaged by the Group in one of those roles.

1. CORPORATE ACTIONS

General offers

8.1 The Option shall vest:

8.1.1 upon a person obtaining Control of the Company as a result of making a general offer to acquire Shares;

8.1.2 upon a person having, or having obtained, Control of the Company, making a general offer to acquire Shares; or

8.1.3 if a person makes a general offer to acquire Shares that would result in that person obtaining Control of the Company and the Remuneration Committee so

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determines, on the date which the Remuneration Committee determines to be the last practicable date prior to the date on which it expects such person to obtain Control of the Company,

in each case being a general offer to acquire all of the Shares (other than Shares held by the person making the offer and any person connected to that person).

The Option may be exercised during such period as the Remuneration Committee may specify, being no longer than six months from the date of any such event (but if not exercised, the Option shall not lapse at the expiry of such period).

Compulsory acquisition

8.2 To the extent not previously vested pursuant to Clause 8.1, the Option shall vest upon a person becoming entitled to acquire Shares under Sections 979 to 982 of the Companies Act 2006.

The Option may be exercised during a period of one month from the date on which that person first becomes so entitled, and shall lapse at the expiry of such period.

Scheme of compromise or arrangement

8.3 The Option shall vest upon a Court sanctioning a compromise or arrangement which, on becoming effective, would result in:

8.3.1 any person obtaining Control of the Company;
8.3.2 any person having, or having obtained, Control of the Company, acquiring the remaining Shares not then held by such person;
8.3.3 the undertaking, property and liabilities of the Company being transferred to another existing or new company; or
8.3.4 the undertaking, property and liabilities of the Company being divided among and transferred to two or more companies, whether existing or new.

The Option may be exercised during a period of six months from the date of a Court sanctioning such a compromise or arrangement (or, if earlier, to the day prior to the date on which a transfer as described in Clause 8.3.3 or Clause 8.3.4 is to become effective), and shall lapse at the expiry of such period.

Voluntary winding-up

8.4 The Option shall vest in the event of a notice being given of a resolution for the voluntary winding-up of the Company and may be exercised during a period of two months from the date of such a notice being given and shall lapse at the expiry of such period.

Other change of Control

8.5 Where a change of Control of the Company is proposed pursuant to any arrangement otherwise than as provided for under Clauses 8.1 to 8.4 and the Remuneration Committee so determines, the Option shall vest on such date as the Remuneration Committee determines prior to the date on which the Remuneration Committee expects such change of Control of the Company to become effective. Where the Remuneration Committee makes such determination, the Option may be exercised during a period of two months (or such other period as the Remuneration Committee may determine) from the date specified by the Remuneration Committee and, unless the Remuneration Committee determines otherwise, shall lapse at the expiry of such period.

Demerger or special dividend

8.6 If the Remuneration Committee so determines, the Option may vest following the announcement of a demerger of a substantial part of the Group's business, a special dividend or a similar event affecting the value of Shares to a material extent on such date

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specified by the Remuneration Committee. Where the Remuneration Committee makes such determination, the Option may be exercised during a period of two months (or such other period as the Remuneration Committee may determine) from the date specified by the Remuneration Committee and, unless the Remuneration Committee determines otherwise, shall lapse at the expiry of such period.

Extent of vesting on a Corporate Action

8.7 Where the Option vests and is exercised pursuant to any of Clauses 8.1 to 8.6, the proportion of the Option which may vest shall be limited to a pro rata proportion calculated in accordance with Clause 4.1, with the "Measurement Date" being read as the date on which the Option vests in accordance with any of Clauses 8.1 to 8.6 and using the offer price (or in the event of a Corporate Action where there is no offer price, the Market Value of a Share at the time of vesting) to determine the Vesting Percentage.

Roll-over of Option on a Reorganisation or takeover

8.8 Unless the Remuneration Committee determines otherwise, the Option shall not vest pursuant to this Clause 8 if, as a result of any Corporate Action, a company will obtain Control of the Company or will obtain substantially all of the assets of the Company (the "Acquiring Company"), and either:

8.8.1 the Acquiring Company will immediately following the Corporate Action have (either directly or indirectly) substantially the same shareholders and approximate shareholdings as those of the Company prior to the Corporate Action (a "Reorganisation"); or
8.8.2 the Remuneration Committee, with the agreement of the Acquiring Company, determines that the Option shall not vest as a result of such Corporate Action and so notifies the Executive prior to the date on which the Option would otherwise vest.

In such case, the Option (the "Old Option") shall lapse on the occurrence of the relevant Corporate Action, and the New Parent Company shall grant a replacement right to receive shares (the "New Option") over such number of shares in the New Parent Company which are of equivalent value to the number of Shares in respect of which the Old Option was outstanding. The New Option shall be granted on the terms of this Deed, but as if the New Option had been granted at the same time as the Old Option and shall continue to be subject to the vesting conditions in Clause 4 (subject to any alterations which the Remuneration Committee determines to be appropriate to take account of the Corporate Action but not so that the revised conditions are, in the opinion of the Remuneration Committee, materially less challenging in the circumstances than was intended in setting the original vesting conditions).

For the purposes of this Clause 8.8:

8.8.3 the "New Parent Company" shall be the Acquiring Company, or, if different the company that is the ultimate parent company of the Acquiring Company within the meaning of section 1159 of the Companies Act 2006; and
8.8.4 the terms of this Deed shall following the date of the relevant Corporate Action be construed as if:

(A) the reference to "WH Smith plc" in the definition of "Company" in Clause 1 (Interpretation and construction) were a reference to the company which is the New Parent Company; and
(B) save where the New Parent Company is listed, Clause 14.2 (Amendments) were omitted.

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Compulsory winding-up

8.9 The Option shall lapse on the passing of an effective resolution, or the making of a Court order, for the compulsory winding-up of the Company.

Concert parties

8.10 For the purposes of this Clause 8, a person shall be deemed to have Control of the Company where they and any others acting in concert with them together have Control of the Company.

1. DIVIDEND EQUIVALENT

9.1 At the same time that the Option is exercised, the Company will:

9.1.1 make a cash payment to the Executive in respect of each Relevant Dividend of an amount equal to the gross value of such dividend multiplied by the number of Shares in respect of which the Option is exercised; or

9.1.2 transfer such number of additional Shares as could have been acquired, with each such amount, at Market Value on either (i) the relevant dividend record date; or (ii) the date on which the Option is exercised, as determined by the Remuneration Committee,

where a "Relevant Dividend" is any dividend declared on a Share the record date of which falls during the period from the Grant Date to the expiry of the applicable Holding Period.

9.2 A cash payment under Clause 9.1 may be made in a currency other than pounds sterling, in which case the amount of such payment shall be converted into such other currency on such basis as the Remuneration Committee may reasonably determine.

9.3 The Remuneration Committee shall determine the basis on which the value of Relevant Dividends shall be calculated for the purposes of this Clause 9 (which may assume the reinvestment of dividends).

1. TAX LIABILITY

10.1 When any Tax Liability arises in respect of or otherwise in connection with the Option, the Executive authorises any Group Company:

10.1.1 to retain and sell legal title to such number of the Shares which would otherwise have been transferred to the Executive on vesting or exercise of the Option, or any part thereof, (notwithstanding that beneficial title shall pass) as may be sold for aggregate proceeds equal to the Group Company's estimate of the amount of the Tax Liability;

10.1.2 to deduct an amount equal to the Group Company's estimate of the Tax Liability from any cash payment made under this Deed; and/or

10.1.3 where the amount realised under Clause 10.1.1 or deducted under Clause 10.1.2 is insufficient to cover the full amount of the Tax Liability, to deduct any further amount as is necessary through payroll,

and in each case to apply such amount in paying the amount of the Tax Liability to the relevant revenue authority or in reimbursing the relevant Group Company for any such payment, provided that, where the amount realised under Clause 10.1.1 or deducted under Clause 10.1.2 is greater than the actual Tax Liability, the Group Company shall repay the excess to the Executive as soon as reasonably practicable.

The Group Company shall be entitled to make the estimates referred to in this Clause 10.1 on the basis of the highest rates of tax and/or social security applicable at the relevant time in the jurisdiction in which the Group Company is liable to account for the Tax Liability, notwithstanding that the Tax Liability may not arise at such rates.

10.2 "Tax Liability" shall mean any amount of tax and/or social security (or similar) contributions which any Group Company becomes liable to pay on behalf of the Executive to the revenue authorities in any jurisdiction.

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10.3 The Company shall be under no duty or obligation to minimise the tax consequences of the Option for the Executive.

11. CLAW-BACK

Claw-back events

11.1 The Remuneration Committee may, in respect of any Shares which vest on any Measurement Date, at any time prior to the third set of audited accounts of the Company being published following such Measurement Date, determine that a Claw-back shall apply if the Remuneration Committee determines that:

11.1.1 the financial accounts of any Group Company or relevant business unit were misstated (excluding, for the avoidance of doubt, any change to financial accounts resulting from a change in accounting standards or similar), or that any other results or information relied on in assessing the extent to which the Option vested on such Measurement Date proves to have been incorrect; or

11.1.2 an error was made in any calculation or assessment of performance,

and, in either case, the Option vested or is capable of exercise, in respect of a greater number of Shares than would have been the case had there not been such a misstatement, reliance on incorrect information or error in calculation or assessment. The amount of the Claw-back shall be no more than the excess number of Shares that had been treated as vested or capable of exercise over the number of Shares that should have vested had the accounts been correctly stated.

11.2 The Remuneration Committee may at any time (whether before or after vesting) determine that a Claw-back shall apply in respect of the Option where:

11.2.1 the Executive is found to have committed an act or omission (prior to the exercise of the Option) which justifies, or in the opinion of the Remuneration Committee would have justified, summary dismissal or service of notice of termination of office or employment pursuant to Clause 16(d) of his service agreement dated 18 January 2026.

11.2.2 the Executive is found to have committed an act or omission (prior to the exercise of the Option) which results or is reasonably likely to result in significant reputational damage to the Company or has been responsible for a material failure of risk management which has a material impact on the value of the Group (taken as a whole); or

11.2.3 within the two year period following the exercise of the Option, there has been a significant corporate failure which has a material impact on the value of the Group (taken as a whole) or the ability of the Group to continue normal operations.

11.3 Where the Option is exercised in part on multiple occasions, Clause 11.2 shall apply separately to the exercise of each part of the Option (and references to the "exercise of the Option" shall be read accordingly).

Applying Claw-back

11.4 A Claw-back shall be applied in accordance with the provisions of Appendix 1 (Operation of Claw-back).

No Claw-back following Corporate Action

11.5 No Claw-back shall be capable of being applied at any time following any Corporate Action, save where the determination that the Claw-back shall apply was made prior to the Corporate Action (and, for the avoidance of doubt, a Corporate Action does not include a Reorganisation).

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12. VARIATION OF CAPITAL

In the event of any variation of the share capital of the Company, or in the event of the demerger of a substantial part of the Group's business, a special dividend or similar event affecting the value of Shares to a material extent (which shall not include the payment of any ordinary dividend) the Remuneration Committee may make such adjustments to the Option (including, without limitation, to the provisions of Clause 4.2) as it may, having regard to Clause 13.3, determine to be appropriate.

13. ADMINISTRATION

13.1 Any notice or other communication under or in connection with this Deed may be given by the Company or its agents to the Executive personally, by email or other electronic communication or by post, or by the Executive to the Company or any Group Company either personally or by post to the Secretary of the Company. Items sent by post shall be pre-paid and shall be deemed to have been received 48 hours after posting. Items sent by email or other electronic communication shall be deemed to have been received immediately.

13.2 The Executive shall not be entitled to:

13.2.1 receive copies of accounts or notices sent to holders of Shares;
13.2.2 exercise voting rights; or
13.2.3 receive dividends,

in respect of Shares subject to the Option legal title to which has not been transferred to the Executive.

13.3 Any discretion (including the power to make any determination) of the Remuneration Committee under or in connection with this Deed (including under or in connection with Appendix 1) shall be exercised by the Remuneration Committee acting fairly, in good faith and not unreasonably in order to ensure that the underlying principles and value of the Option for the Executive are honoured.

13.4 Any exercise of discretion (including the making of any determination) by the Remuneration Committee under or in connection with this Deed including under or in connection with Appendix 1) shall be final and binding.

13.5 Any disputes regarding the interpretation of this Deed shall be determined by the Remuneration Committee (upon such advice as the Remuneration Committee determines to be necessary) and any decision in relation thereto shall be final and binding.

14. AMENDMENTS

14.1 Subject to Clause 14.2, the Remuneration Committee may at any time (with the agreement of the Executive) amend the terms of the Option in any respect.

14.2 Subject to Clause 14.3, no amendment to the advantage of the Executive relating to the number of Shares subject to the Option, the basis for determining the Executive's entitlement to, or the terms of, Shares or cash provided pursuant to this Deed and the provisions for adjustments on a variation of share capital shall be made without the prior approval by ordinary resolution of the shareholders of the Company in general meeting.

14.3 Clause 14.2 shall not apply to any alteration or addition which is necessary or desirable in order to comply with or take account of the provisions of any proposed or existing legislation, law or other regulatory requirements or to take advantage of any changes in legislation, law or other regulatory requirements, or to obtain or maintain favourable taxation, exchange control or regulatory treatment of any Group Company or the Executive or to make minor amendments to benefit the administration of this Deed.

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1. DATA PROTECTION

The Company will process personal data about the Executive from time to time and will do so in accordance with applicable data protection legislation and in accordance with such Privacy Notices as are issued to the Executive from time to time in connection with his holding of office or employment with any Group Company.

1. GENERAL

16.1 Save as otherwise provided under this Deed:

16.1.1 Shares issued and allotted pursuant to this Deed will rank pari passu in all respects with the Shares then in issue at the date of such allotment, except that they will not rank for any rights attaching to Shares by reference to a record date preceding the date of allotment; and

16.1.2 Shares to be transferred pursuant to this Deed will be transferred free of all liens, charges and encumbrances and together with all rights attaching thereto, except they will not rank for any rights attaching to Shares by reference to a record date preceding the date of transfer.

16.2 If and so long as the Shares are admitted to listing and/or for trading on any stock exchange or market, the Company shall apply for any Shares issued and allotted pursuant to this Deed to be so admitted as soon as practicable.

16.3 Any transfer of Shares under this Deed is subject to such consent, if any, of any authorities in any jurisdiction as may be required, and the Executive shall be responsible for complying with the requirements to obtain or obviate the necessity for such consents.

16.4 This Deed shall not form part of any contract of employment between the individual and any such company.

16.5 By executing this Deed, the Executive waives all and any rights to compensation or damages in consequence of the termination of his office or employment with any past or present Group Company for any reason whatsoever, whether lawfully or otherwise, insofar as those rights arise or may arise from the Executive ceasing to have rights under this Deed (including ceasing to be entitled to exercise the Option) as a result of such termination, or from the loss or diminution in value of such rights or entitlements, including by reason of the operation of the terms of this Deed, any determination by the Remuneration Committee pursuant to a discretion contained in this Deed or the provisions of any statute or law relating to taxation. For the avoidance of doubt nothing shall affect the Executive's ability to enforce the provisions of this Deed.

16.6 This Deed constitutes the entire agreement between the parties relating to the Option.

16.7 Benefits under this Deed shall not form part of the Executive's remuneration for any purpose and shall not be pensionable.

16.8 The invalidity or non-enforceability of any provision or Clause shall not affect the validity or enforceability of the remaining provisions and Clauses of this Deed which shall continue in full force and effect.

16.9 These Clauses shall be governed by and construed in accordance with English Law.

16.10 The English courts shall have exclusive jurisdiction to determine any dispute which may arise out of, or in connection with, this Deed.

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APPENDIX 1: OPERATION OF CLAW-BACK

Claw-back prior to the settlement of the Option (or "malus")

1. Where the Remuneration Committee determines that a Claw-back shall apply in respect of the Option prior to legal title to Shares having been transferred thereto, or a cash payment having been made under Clause 9 (Dividend Equivalent), the Claw-back shall be applied by the Remuneration Committee reducing the number of Shares or the amount of cash in respect of which the Option may be exercised (or after exercise by reducing the number of Shares which may be issued or transferred (or in respect of which a cash payment may be made under Clause 9 (Dividend Equivalent))) by up to the number of Shares determined by the Remuneration Committee to be the excess number of Shares or the amount of cash determined by the Remuneration Committee to be the excess amount of cash in respect of which the Option was granted and/or is outstanding (and the Option shall lapse to the extent so reduced, which may be in full).

Claw-back following the settlement of the Option

1. Where the Remuneration Committee determines that a Claw-back shall apply in respect of the Option following Shares having been issued or transferred to the Executive, (a "Post-Transfer Claw-back"), the Remuneration Committee shall determine:

a. the excess number of Shares in respect of which the Option was exercised (the "Excess Shares"); and
b. the aggregate Market Value of such Excess Shares on the date on which the Option was exercised (the "Equivalent Value").

1. In the case of a Post-Transfer Claw-back any cash payment made or additional Shares issued or transferred pursuant to Clause 9 (Dividend Equivalent) shall be subject to the Claw-back to the extent that the Remuneration Committee determines that such cash payment or Shares relate to the Excess Shares.

2. A Post-Transfer Claw-back may be effected in such manner as may be determined by the Remuneration Committee, and notified to the Executive, including by any one or more of the following:

a. by setting-off against (and deducting from) any amounts payable by any Group Company to the Executive (including to the extent permitted by law salary) an amount up to the Equivalent Value; and/or
b. by requiring the Executive to immediately transfer to the Company (or as the Company may direct) a number of Shares equal to the Excess Shares or a cash amount equal to the Equivalent Value (which shall be an immediately payable debt due to the Company).

1. For the avoidance of doubt, for the purposes of calculating any value or number of Shares referred to in paragraphs 2 and/or 3 of this Appendix 1, the Remuneration Committee shall (unless it determines otherwise) reduce such value or number of Shares in order to take account of any Tax Liability (as defined in Clause 10 (Tax Liability)) which arose on the transfer of the Shares and/or payment of the cash amount which is the subject of the Claw-back.

2. For the avoidance of doubt, nothing in Clause 11 (Claw-back) or this Appendix 1 shall in any way restrict the Executive from being able to transfer or otherwise deal in Shares acquired on the exercise of the Option.

GBR01/125732463_12