WINCANTON PLC

WINCANTON PLC SHARESAVE PLAN

This is a copy of the rules of the Wincanton plc Sharesave Plan which was adopted by the Remuneration Committee of the Directors of the Company on 12 April 2022, conditional on appropriate shareholder authority being obtained

Shareholder authority for the adoption of the Wincanton plc Sharesave Plan was conferred by the shareholders of Wincanton plc at a general meeting of shareholders held on 12 July 2022

Self-certified with HM Revenue & Customs with URN: [ ]

No new Options may be granted under the Plan after 12 July 2032

THE WINCANTON PLC SHARESAVE PLAN

Rule		Page
1	DEFINITIONS AND INTERPRETATION	1
2	PURPOSE AND ADMINISTRATION	5
3	ELIGIBILITY	6
4	INVITATIONS	6
5	THE EXERCISE PRICE	7
6	APPLICATIONS FOR OPTIONS	7
7	ACCEPTANCE AND SCALING-DOWN OF APPLICATIONS	8
8	INDIVIDUAL LIMIT ON PARTICIPATION	9
9	GRANT OF OPTIONS	9
10	NON-TRANSFERABILITY OF OPTIONS	10
11	COMPANY LIMITS (INSTITUTIONAL) ON THE GRANTING OF SUBSCRIPTION OPTIONS	10
12	EXERCISE OF OPTIONS	12
13	MANNER OF EXERCISE OF AN OPTION	14
14	RECONSTRUCTION	16
15	WINDING-UP	16
16	CHANGE OF CONTROL	16
17	OPTION ROLLOVER	18
18	VARIATION OF SHARE CAPITAL	20
19	ALTERATION OF THE PLAN	20
20	DATA PROTECTION	22
21	RELATIONSHIP WITH CONTRACT OF EMPLOYMENT	22
22	SERVICE OF DOCUMENTS	22
23	GOVERNING LAW AND JURISDICTION	23
24	THIRD PARTY RIGHTS	23
25	SEVERANCE	23

RULES OF THE WINCANTON PLC SHARESAVE PLAN

PART A: INTERPRETATION AND ADMINISTRATION

1. DEFINITIONS AND INTERPRETATION

1.1 In this Plan:-

"3 year Option"	means an Option linked to a 3 year Savings Contract
"5 year Option"	means an Option linked to a 5 year Savings Contract
"Acquisition Cost"	means in relation to the exercise of an Option, an amount equal to the product of:-
	(a) the maximum number of Shares in respect of which that Option could then be exercised (or such lesser number as is specified in the Notice of Exercise); and
	(b) the Exercise Price of such Shares
"Adoption Date"	means the date of approval of the Plan by the shareholders of the Company
"Applicant"	means a person who, in response to an Invitation, submits an Application
"Application"	means an application for the grant of an Option made in accordance with Rule 6
"Application Date"	means, in relation to any Invitation, such date (being not less than 14 nor more than 21 days after the Invitation Date) as shall be determined by the Directors to be the last day on which an Application may be submitted
"Associated Company"	means any company which, in relation to the Company, is an associated company as that term is defined in paragraph 47 of Schedule 3
"Bonus Date"	means the repayment date for a Savings Contract in relation to a:-
	(a) 3 year Option; or
	(b) 5 year Option
"Closed Period"	has the same meaning as in the Market Abuse Regulation
"Companies Act"	means the Companies Act 2006
"Company"	means Wincanton plc (registered in England with company number 04178808)
"Control"	has the meaning given in section 719 of ITEPA
"Daily Official List"	means the Daily Official List of the London Stock Exchange
"Data Processing"	has the meaning set out in the applicable Data Protection Legislation
"Data Protection Legislation"	means any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding

from time to time) in any jurisdiction which relates to the protection of individuals with regards to the processing of personal data, including the Data Protection Act 2018 and the EU General Data Protection Regulation (2016/679) (as it is in force in the UK at the relevant time including as retained, amended, extended or reenacted or otherwise given effect in the UK on or after 31 January 2020) and any code of practice or guidance published by the UK Information Commissioner's Office (or any successor body) from time to time

"Dealing Day" means a day on which the London Stock Exchange is open for business

"Directors" means the board of directors of the Company or a duly constituted committee of the directors PROVIDED THAT, where any event as specified in Rules 14, 15 or 16 has occurred or where the Company has entered administration, liquidation or other insolvency process, "Directors" shall mean the board of directors of the Company (or, where relevant, any other duly authorised committee of the board of directors) as constituted immediately prior to that event

"Eligible Employee" means:-

(a) at the Grant Date, any Employee or Full-time Director:-
(i) who has been continuously employed by one or more members of the Group throughout the period of 1 month ending with the Invitation Date (or such other period immediately preceding that date as the Directors may from time to time determine, not being more than 5 years); and
(ii) whose earnings in respect of such office or employment are (or would be if there were any) general earnings to which section 15 of ITEPA applies (earnings for a year when employee is resident in the UK), and those general earnings are (or would be if there were any) earnings for a tax year in which the individual is ordinarily resident in the UK; or
(b) any Employee or director of any Participating Company who is nominated by the Directors as an Eligible Employee for the purposes of this Plan,

provided that no person shall be eligible to participate in this Plan if they are precluded by virtue of paragraph 10 of Schedule 3

"Employee"	means an employee of any Participating Company
"Employee's Savings Contract"	means the Savings Contract entered into by an Eligible Employee or an Optionholder in connection with the grant to them of an Option (and any reference to "their Savings Contract" shall be construed accordingly)
"Exercise Price"	means the price per Share payable on the exercise of an Option
"FCA"	means the Financial Conduct Authority of the United Kingdom (or

"Full-time Director" means a director of any Participating Company who is required to work at least 25 hours per week (excluding meal breaks),

its successor body from time to time)

	disregarding holiday entitlement
"Grant Date"	means the date on which an Option is granted in accordance with Rule 9.2
"Group"	means the Company and any company which is for the time being a subsidiary (as defined in section 1159 of the Companies Act) of the Company
"HMRC"	means Her Majesty's Revenue & Customs
"Invitation"	means an invitation to apply for an Option issued in accordance with Rule 4
"Invitation Date"	means the date on which an Invitation is issued in accordance with Rule 4
"ITEPA"	means the Income Tax (Earnings and Pensions) Act 2003
"Jointly-Owned Company"	has the meaning given in paragraph 46 (5) of Schedule 3 and includes any other company Controlled by that jointly-owned company
"Key Feature"	means a provision of this Plan which is necessary to meet the requirements of Schedule 3
"London Stock Exchange"	means the London Stock Exchange plc (or any successor organisation from time to time)
"Market Abuse Regulation"	means the EU Market Abuse Regulation (596/2014), as introduced into UK domestic legislation pursuant to the European Union (Withdrawal) Act 2018 and as varied, amended or supplemented or as replaced by UK domestic legislation from time to time
"Market Value"	means:-
	(a) if, on the relevant date, Shares are admitted to the Official List, the average of the middle market quotations of a Share as derived from the Daily Official List for the three Dealing Days immediately preceding that date; or
	(b) if the Shares are not admitted to the Official List, the market value of a Share on the relevant date, as determined in accordance with Part VIII of TCGA and agreed in advance with HMRC Shares and Assets Valuation
	PROVIDED THAT if any Share is subject to a Restriction, the Market Value shall be determined as if no such Restriction applied
"Notice of Exercise"	means a notice of exercise of an Option as mentioned in Rule 13.2
"Official List"	means the official list of the FCA
"Option"	means a right to acquire Shares granted in accordance with, and subject to, the rules of this Plan
"Option Certificate"	means a certificate evidencing the grant of an Option as mentioned in Rule 9.5
"Optionholder"	means a person who has been granted an Option or, if that person has died and where the context requires, their Personal

Representatives

"Ordinary Share Capital" means the issued ordinary share capital of the Company other than fixed-rate preference shares
"Participating Company" means the Company and any other company of which the Company has, or is treated as having, Control (including a Jointly-Owned Company), and to which the Directors have resolved that this Plan shall extend for the time being
"Personal Data" has the meaning set out in the applicable Data Protection Legislation
"Personal Representatives" means the legal personal representatives of an Optionholder, being either:-
(a) the executors of their will; or
(b) if they die intestate, the duly appointed administrator(s) of their estate,

who have produced to the Company evidence of their appointment as such

"Plan" means the Wincanton plc Sharesave Plan as set out in these rules and amended from time to time pursuant to Rule 19
"Related Company" means a company which, in relation to the Company, is an "associated company" as that term is defined in paragraph 35(4) of Schedule 3
"Relevant Savings Body" means the Savings Body which is a party to an Employee's Savings Contract
"Repayment Value" means the aggregate amount of all the monthly savings contributions payable under an Employee's Savings Contract, together with the amount of any bonus due on the Bonus Date
"Restriction" has the meaning given in paragraph 48(3) of Schedule 3
"Savings Body" means the bank or building society operating a Schedule 3 SAYE Option Scheme which is approved by the Directors for the purposes of this Plan
"Savings Contract" means a savings contract entered into under a Schedule 3 SAYE Option Scheme
"SAYE Code" has the meaning given in section 516(3) of ITEPA
"Schedule 3" means Schedule 3 to ITEPA
"Schedule 3 SAYE Option Scheme" means a SAYE option scheme which is taken to be a Schedule 3 SAYE option scheme for the purposes of the SAYE Code
"Shares" means fully-paid ordinary shares in the capital of the Company which satisfy the requirements of paragraphs 18-20 (inclusive) and 22 of Schedule 3 (or, in the circumstances where Rules 14 and 16 apply, shares or other securities representing such shares and, in the case of Rules 14.2, 16.1.2(b)(ii) and 16.7, such shares which, in any of those cases, no longer satisfy the requirements of paragraphs 18-20 (inclusive) and 22 of Schedule 3)

"Subscription Option"	means a right to subscribe for new Shares granted in accordance with, and subject to, the rules of this Plan
"TCGA"	means the Taxation of Chargeable Gains Act 1992

"UK" means the United Kingdom
1.2 References to Shares in respect of which an Option subsists at any time are to be read and construed as references to the Shares over which the Option is then held (and in respect of which it has not then lapsed and ceased to be exercisable).
1.3 Words and expressions used in this Plan and in the ancillary documents which are not defined in Rule 1 have the meanings they bear for the purposes of the SAYE Code.
1.4 Any reference to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted and shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.5 Any reference to the exercise of an Option includes a reference to the exercise of an Option in respect of a lesser number of Shares than the maximum permitted under Rule 13.1.
1.6 Words denoting the singular shall include the plural and vice versa.
1.7 References to rules are to the rules of this Plan and no account shall be taken of the rule headings which are for ease of reference only.

2. PURPOSE AND ADMINISTRATION

2.1 This Plan shall provide, in accordance with Schedule 3, benefits for UK employees and directors of Participating Companies in the form of share options and shall not provide benefits to such employees and directors otherwise than in accordance with Schedule 3.
2.2 This Plan is adopted by the Directors, conditional on authority being granted by the shareholders of the Company for the adoption of the Plan at a general meeting of shareholders held on 12 July 2022.
2.3 The Directors shall have responsibility for the oversight and administration of the Plan. The Directors may from time to time make and vary such rules and regulations which are consistent with the rules of this Plan and establish such procedures for its administration and implementation as they think fit.
2.4 The Directors may delegate authority to operate and administer this Plan to such person(s) as they consider appropriate.
2.5 If any question, dispute or disagreement arises as to the interpretation of this Plan or of any rules, regulations or procedures relating to it or as to any question or right arising from or related to this Plan, the decision of the Directors shall be final and binding upon all persons.
2.6 Subject to Rule 2.7, the Company shall bear the costs of the administration and implementation of this Plan.
2.7 The Company may require any other company in the Group to reimburse it in respect of or bear the costs of the participation in this Plan by such other company's employees.
2.8 Optionholders shall have no rights to compensation or damages on account of any loss in respect of any Option or the Plan where such loss arises (or is claimed to arise), in whole or in part, as a result of the Plan not being taken to be a Schedule 3 SAYE Option Scheme, however so caused.

PART B: ISSUE OF INVITATIONS AND GRANT OF OPTIONS

3. ELIGIBILITY

The Directors on behalf of, and with the consent of, the Company may, at their discretion and at any time, issue (or procure the issue of) Invitations to all persons who are, or at the intended Grant Date may be, Eligible Employees.

4. INVITATIONS

4.1 Invitations may be issued during:-
4.1.1 the period of 42 days after the Adoption Date;
4.1.2 any period of 42 days immediately following the end of a Closed Period (provided that no Invitation shall be made when the Exercise Price in relation to the Invitation would fall to be determined by reference to a Dealing Day(s) preceding the end of a Closed Period); and
4.1.3 any other period in which the Directors have decided to issue Invitations, if there are exceptional circumstances that justify such a decision.
4.2 Invitations must not be issued at any time if it would be unlawful, or in breach of the Market Abuse Regulation or any other law, regulation or guidance with which the Company complies.
4.3 Invitations shall be in writing or by email or any form of electronic communication and may be in the form of notices, advertisements, circulars or otherwise for the general attention of Employees.
4.4 Each Invitation shall (without limitation):-
4.4.1 be on the same terms as all other Invitations issued on the same occasion;
4.4.2 invite the recipient to apply for one or more (as the Directors shall specify) 3 year Option and/or 5 year Option;
4.4.3 if the Directors so determine, set out any minimum period of continuous employment which applies for the purpose of determining who is an Eligible Employee;
4.4.4 specify the form and manner in which the recipient may apply for an Option and the Application Date;
4.4.5 identify the Savings Body;
4.4.6 state the minimum amount of monthly contributions which may be made under a Savings Contract (which shall not be more than £10 or, if the Directors so determine, such other minimum amount as is permitted under the terms of the relevant Savings Contract and the SAYE Code, respectively);
4.4.7 state the maximum amount of monthly savings contribution which may be made by an Optionholder (being such sum as is mentioned in Rule 8.2);
4.4.8 state the bonus amount (if any, expressed as a multiple of the monthly savings contributions) that would be due on the Bonus Date for a Savings Contract linked to a 3 year Option or a 5 year Option;
4.4.9 set out the Exercise Price, or the method by which the Exercise Price will be notified to recipients;
4.4.10 if the Directors so determine, include a statement that if it becomes necessary to scaleback Applications pursuant to Rule 7, scaling-back in accordance with Rule 7.4 shall apply to every Application for a monthly savings contribution of equal to or greater than

an amount, £X, specified by the Directors and set out in the Invitation, where £X is less than or equal to either (a) £50 or (b) such other amount as may be specified by HMRC in published guidance from time to time; and

4.4.11 state whether the Shares in respect of which the Option will be granted are subject to any Restrictions and, if so, the details of such Restrictions,

and shall otherwise be in such form as the Directors may determine.

4.5 On any occasion on which Invitations are issued, the Directors may in their discretion determine and announce a maximum number of Shares in respect of which Options will be granted in response to Applications made pursuant to the Invitations issued on that occasion.

5. THE EXERCISE PRICE

5.1 Subject to Rule 5.2 and any adjustment in accordance with Rule 18, the Exercise Price shall be determined by the Directors but shall be not less than 80% (rounded up to the nearest whole penny) of Market Value on the Invitation Date.
5.2 The Exercise Price shall be the same in relation to all Options granted on the same occasion and, in relation to Subscription Options, shall not (except as mentioned in sub-paragraph (a) of Rule 18.1) be less than the nominal value of a Share.

6. APPLICATIONS FOR OPTIONS

6.1 Any person to whom an Invitation has been issued may apply for an Option by submitting an Application (which may be in electronic form) to the person specified in the Invitation.
6.2 The Application shall:-
6.2.1 be received at the address stipulated in the Invitation not later than the Application Date;
6.2.2 specify the amount of the savings contributions proposed to be paid each month under the Employee's Savings Contract (or, if more than one, each such Savings Contract) and authorise the Applicant's employer (from time to time) to deduct such amount (or such lesser amount as may be determined pursuant to Rule 7) from the Applicant's pay and pay those deductions to the relevant Savings Body to meet the Applicant's obligations under the relevant Savings Contract;
6.2.3 if the terms of the Invitation so permit, indicate whether or not the Applicant applies for one or more 3 year Option and/or one or more 5 year Option;
6.2.4 include or be accompanied by an application for a Savings Contract linked to each such Option in a form approved by the Relevant Savings Body;
6.2.5 state the bonus amount (if any, expressed as a multiple of the monthly savings contributions) that would be due on the Bonus Date for a Savings Contract linked to a 3 year Option or a 5 year Option;
6.2.6 be subject to the Applicant being an Eligible Employee at the Grant Date;
6.2.7 authorise the transfer and processing of the Applicant's Personal Data for the purposes of this Plan's administration;
6.2.8 include the Applicant's agreement to be bound by the terms of the Plan;
6.2.9 be duly completed and signed by the Applicant;
6.2.10 otherwise comply with any terms and conditions specified in the Invitation; and
6.2.11 be otherwise in such form as the Directors may determine.
6.3 Subject to Rule 7, the total number of Shares in respect of which any Application shall be deemed to be made shall be the whole number of Shares for which the Acquisition Cost payable would be as nearly as may be equal to, but not exceed, the amount which would be the Repayment Value of the Employee's Savings Contract if the amount of each of the contributions payable under that Savings Contract (or under each such Savings Contract) was equal to the maximum amount specified by the Applicant in their application.
6.4 If no Application is received by the Application Date, an Invitation shall be deemed to have been declined.

7. ACCEPTANCE AND SCALING-DOWN OF APPLICATIONS

7.1 Subject to the following provisions of this Rule 7, each Application shall be accepted to the extent of the total number of Shares in respect of which it is deemed to be made (as mentioned in Rule 6.3).
7.2 If the total number of Shares in respect of which Applications have been deemed to be made on any occasion would result in any of the limits in Rules 4.5 or 11 being exceeded, the number of Shares in respect of which each Application is accepted shall be reduced in accordance with the following provisions of this Rule 7.
7.3 If the Repayment Value was intended to be taken to include a bonus, the number of Shares in respect of which Applications shall be accepted shall be determined on the basis that the Repayment Value shall be read, for the purposes of Rule 6.3, as excluding any bonus which would otherwise be due on the Bonus Date in respect of the relevant Savings Contract.
7.4 If, after the application of Rule 7.3, the total Shares for which Applications are deemed to have been made on that occasion exceeds any of the limits in Rules 4.5 or 11 and the Invitation included a statement as mentioned in Rule 4.4.10 then, subject to Rules 7.8 and 7.9, the number of Shares in respect of which each Application is treated as having been made shall be determined on the basis that the amount of monthly savings contributions under the Savings Contract is reduced to the amount so specified in the Invitation.
7.5 If, after the application of Rule 7.4, the total number of Shares for which Applications are deemed to have been made on that occasion exceeds any of the limits in Rules 4.5 or 11, the number of Shares in respect of which each Application shall be accepted shall be reduced as follows:-
7.5.1 the reduction shall be as nearly as may be on a proportionate basis, to the extent necessary to ensure that none of the limits in Rules 4.5 or 11 are exceeded and the amount of monthly savings contributions to be made under the Savings Contracts linked to each such Application shall be reduced accordingly; but
7.5.2 the number of Shares for which any Application shall be accepted shall not be reduced below the number for which the Acquisition Cost payable would be as nearly as may be equal to, but not exceed, the Repayment Value of the Employee's Savings Contract linked to that Option if the monthly savings contributions under each such Savings Contract were £5 or such other minimum amount per month specified in the Invitation (the "Minimum Number of Shares").
7.6 The provisions of Rule 7.5 shall, if necessary, be applied repeatedly until either none of the limits in Rules 4.5 and/or 11 will be exceeded or the number of Shares for which each Application would be accepted is reduced to the Minimum Number of Shares.
7.7 If, notwithstanding the provisions of Rules 7.2 to 7.6 (inclusive) any one or more of the limits in Rules 4.5 and 11 would still be exceeded, the selection of Applications for acceptance shall be made by the Directors on the basis that each Application (after adjustment as mentioned above) has an equal chance of selection for acceptance.
7.8 If, on any occasion, an Applicant has applied for more than one 3 year Option or 5 year Option, as the case may be, in applying the provisions of this Rule 7 the number of Shares in respect of which Applications have been received from such Applicant for all such 3 year Options (or, as the case

may be, all such 5 year Options) shall first be aggregated and treated as if a single Application for such an Option had been received in respect of the aggregate number of such Shares.

7.9 Having, in the case of an Applicant who has applied for more than one 3 year Option (or, as the case may be, more than one 5 year Option), identified the maximum aggregate number of Shares in respect of which such Applications may be accepted (the "Maximum Number of Shares"):-
7.9.1 the Maximum Number of Shares shall be divided by the number of Options for which such Applicant had applied;
7.9.2 the monthly contributions to be made under each Savings Contract for which an Application has been made shall be identified; and
7.9.3 such Applications shall be deemed to have been made, and shall be accepted, on that basis

PROVIDED THAT if in consequence the amount of monthly contributions to be made under any such Savings Contract would be less than the minimum amount specified pursuant to Rule 4.4.6, the number of Savings Contracts for which Applications shall be deemed to have been made, and shall be accepted, shall be reduced so as to ensure that the monthly contributions to be made in each case is not less than that minimum amount.

7.10 As soon as reasonably practicable after the Application Date, the Directors shall:-
7.10.1 determine the maximum number of Shares in respect of which each Application may be accepted; and
7.10.2 cause each Application for a Savings Contract to be submitted to the Relevant Savings Body.

8. INDIVIDUAL LIMIT ON PARTICIPATION

8.1 The aggregate amount of an Eligible Employee's monthly savings contributions under their Savings Contract, when added to the aggregate amount of their monthly savings contributions under any other Savings Contracts (including, if so determined by the Directors, any Savings Contracts previously entered into by the Optionholder and subsequently cancelled without the related Option being exercised and which, but for the cancellation, would otherwise have remained outstanding at the Invitation Date), may not at any time exceed the sum specified in Rule 8.2.
8.2 The sum mentioned in Rule 8.1 is:-
8.2.1 £500 (or such other maximum amount per month as may be specified from time to time in paragraph 25(3)(a) of Schedule 3); or
8.2.2 such lesser amount (not exceeding such other maximum amount per month specified from time to time in paragraph 25(3)(a) of Schedule 3) as may be specified from time to time in such Savings Contract or the Invitation issued in relation to such Savings Contract

EXCEPT THAT if on any occasion the Directors shall determine for these purposes a sum (the "new limit") which is less than the maximum aggregate of the monthly contributions applicable on any previous occasion, that determination shall be made without prejudice to any Option previously granted to an Optionholder or to any Employee's Savings Contract previously entered into by any Optionholder if the aggregate monthly savings contributions payable by that Optionholder under such Savings Contract would thereby exceed the new limit.

9. GRANT OF OPTIONS

9.1 Subject to the following provisions of this Rule 9, Options shall be granted within the period of 30 days beginning with the day by reference to which the Exercise Price is determined on any occasion.

9.2 The Directors shall pass a resolution granting an Option to acquire the whole number of Shares as determined for the relevant application by Rule 6.3 to each Applicant who is an Eligible Employee. The Grant Date shall be the date of such resolution.
9.3 If, on any occasion, it is necessary to reduce the number of Shares in respect of which any Applications are accepted, the reference in Rule 9.1 to a period of "30" days shall be read as if it were a reference to "42" days.
9.4 No payment shall be required for the grant of an Option.
9.5 As soon as reasonably practicable after the Grant Date, the Company shall issue to each Optionholder (or procure the issue of) an Option Certificate in such form as the Directors may determine (which may be in electronic form) which will set out (without limitation):-
9.5.1 the Grant Date;
9.5.2 the maximum number of Shares in respect of which the Option is granted;
9.5.3 the Exercise Price;
9.5.4 whether or not the relevant Shares are subject to any Restrictions and, if so, details of the Restrictions; and
9.5.5 a statement that the Option is subject to these rules, Schedule 3 and any other legislation applying to Schedule 3 SAYE Option Schemes and that those provisions prevail over any conflicting statement relating to the Option's terms.
9.6 No Option may be granted:-
9.6.1 at any time when the grant is prohibited by, or in breach of, the Market Abuse Regulation, any law, regulation with the force of law, rule of an investment exchange on which the Shares are listed or traded or any other non–statutory rule that binds the Company or with which the Directors has resolved to comply; or
9.6.2 after 12 July 2032 but any rights of Optionholders then subsisting shall remain in force.

10. NON-TRANSFERABILITY OF OPTIONS

10.1 An Option is personal to an Optionholder and may not be transferred during the Optionholder's lifetime. An Optionholder may not transfer or assign, or create any security interest over an Option (or any right arising under it). However, this Rule 10.1 does not prevent the transmission of an Option to an Optionholder's Personal Representatives if the Optionholder dies.
10.2 An Option shall immediately lapse and cease to be exercisable on the earliest of the following:-
10.2.1 any attempted action by the Optionholder falling within Rule 10.1;
10.2.2 the date the Optionholder is adjudged bankrupt or an interim order is made because they intend to propose a voluntary arrangement to their creditors under the Insolvency Act 1986;
10.2.3 the date the Optionholder makes or proposes a voluntary arrangement under the Insolvency Act 1986, or any other scheme or arrangement in relation to their debts, with their creditors or any section of them; or
10.2.4 if the Optionholder is not, or ceases for any reason (except on death) to be, the legal or beneficial owner of the Option.

11. COMPANY LIMITS (INSTITUTIONAL) ON THE GRANTING OF SUBSCRIPTION OPTIONS

11.1 Unless specified to the contrary by the Directors on the Grant Date, an Option may be satisfied by:-

11.1.1 issuing new Shares; and/or
11.1.2 transferring treasury Shares; and/or
11.1.3 transferring Shares (other than treasury Shares).

The Directors may decide to change the way in which an Option may be satisfied after it has been granted, having regard to the remaining provisions of this Rule 11.

11.2 In any ten year period ending on the relevant Grant Date, the maximum number of Shares which may be issued or made issuable under this Plan and any other employee share scheme operated by the Company shall not exceed 10% of the Ordinary Share Capital of the Company from time to time.
11.3 For the purposes of this Rule 11:
11.3.1 Shares taken into account when placed under a 3 year Option and/or a 5 year Option shall not be taken into account again following the vesting of a 3 year and/or a 5 year Option and any such Options that have lapsed unvested shall fall out of account;
11.3.2 Shares shall not be taken into account after the grant of a 3 year Option or a 5 year Option where the Directors have determined that such Option shall be capable of being satisfied by the transfer of existing Shares (other than Shares transferred out of treasury) only; and
11.3.3 references to Shares which may be issued or made issuable shall, if so required in accordance with guidance of the Investment Association, be taken to include references to rights to acquire Shares issued or to be issued out of treasury.

PART C: EXERCISE OF OPTIONS

12. EXERCISE OF OPTIONS

General rule

12.1 Subject to the following provisions of this Rule 12 and Rules 14, 15 and 16, an Option shall only be exercisable within the period of 6 months after the Bonus Date. If the Option is not then exercised, it shall lapse and cease to be exercisable at the end of that period.

Employment in Associated Company at Bonus Date

12.2 If, at the Bonus Date, an Optionholder holds an office or employment in a company which is not a Participating Company, but is an Associated Company, then the Optionholder may exercise an Option within the period of 6 months after the Bonus Date. If the Option is not then exercised, it shall lapse and cease to be exercisable at the end of that period.

Plan-related employment ends

12.3 Subject to Rule 12.6, if an Optionholder ceases to be an Employee by reason of:-
12.3.1 injury or disability (evidenced to the satisfaction of the Directors);
12.3.2 dismissal by reason of redundancy (within the meaning of the Employment Rights Act 1996);
12.3.3 retirement;
12.3.4 the fact that the office or employment by virtue of which they are eligible to participate in this Plan relates to a business or part of a business which is transferred to a person which is not an Associated Company where the transfer is not a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006;
12.3.5 a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006;
12.3.6 where the Optionholder holds office or employment in a Related Company, that company ceasing to be such a Related Company by reason of a change of control (as determined in accordance with Sections 450 and 451 of the Corporation Tax Act 2010); or
12.3.7 any other circumstances (other than circumstances in which the Optionholder (i) is dismissed for reasons of misconduct or gross misconduct, or (ii) resigns before an investigation or disciplinary process regarding an allegation of misconduct against them is concluded) more than 3 years after the Grant Date,

then (without prejudice to any rights the Optionholder has under the Employee's Savings Contract to make independent arrangements with the Savings Body to continue to make contributions following cessation of their employment):-

(a) their Option may be exercised, to the extent permitted by Rule 13.1.2, during the period of 6 months commencing on the date on which the Optionholder ceases to be an Employee;
(b) to the extent not exercised, the Option shall lapse and cease to be exercisable at the end of the relevant 6 month period;
(c) an Option may not in any event be exercised more than 6 months after the Bonus Date.

Death of Optionholder

12.4 If an Optionholder dies, their Personal Representatives may exercise an Option:-
12.4.1 if the Optionholder dies before the Bonus Date, to the extent permitted by Rule 13.1.2, at any time during the period of 12 months commencing on the date of their death; or
12.4.2 if the Optionholder dies within the period of 6 months after the Bonus Date, at any time during the period of 12 months commencing on the Bonus Date

and, if it is not then exercised, the Option shall lapse and cease to be exercisable at the end of the relevant 12 month period.

Cessation of Plan-related employment in other circumstances

12.5 Subject to Rule 12.6, if at any time an Optionholder ceases to be an Employee otherwise than as mentioned in Rules 12.3 or 12.4, any Option which they hold shall lapse and cease to be exercisable upon cessation.

Time when Plan-related employment ends

12.6 No Optionholder shall be treated for the purposes of Rules 12.3, 12.5 or 12.10 as ceasing to be an Employee until they no longer hold any office or employment in a Participating Company or any Related Company.

Early repayment of, or ceasing to make, contributions

12.7 An Option shall immediately cease to be exercisable (unless such Option is then exercisable by reason of this Rule 12 or Rules 14, 15 or 16):-
12.7.1 if an Optionholder gives notice to the Savings Body that they intend to stop paying contributions under a Savings Contract relating to that Option (or is deemed under the terms of the Savings Contract relating to that Option to have given such notice); or
12.7.2 if an Optionholder obtains repayment of the contributions under a Savings Contract relating to that Option.

No exercise more than 6 months after Bonus Date

12.8 Except as provided in Rule 12.4, no Option shall be capable of being exercised later than 6 months after the Bonus Date.

Exercise once only

12.9 An Option may be exercised once only. If, on exercise, an Option is not exercised to the extent permitted by Rule 13.1, it shall lapse and cease to be exercisable in respect of the balance of the Shares over which it was granted.

Additional Requirements

12.10 No Option may be exercised by (or by the Personal Representatives of) any Optionholder who is (or at the date of their death was) not an Employee (unless the Option is or was at the date of their death exercisable pursuant to Rules 12.2, 12.3, 14, 15 or 16).
12.11 No Option may be exercised when prohibited by or in breach of any law or regulation with the force of law, or when prohibited by or in breach of any rule of an investment exchange on which Shares are listed or traded, or any other non-statutory rule that binds the Company or with which the Directors have resolved to comply.

13. MANNER OF EXERCISE OF AN OPTION

13.1 An Option may only ever be exercised in respect of the following number of Shares:-
13.1.1 if the Option is exercisable pursuant to Rule 12.1, 12.2 or 12.4.2, the maximum number of Shares over which it subsists; or
13.1.2 if the Option is exercisable pursuant to Rules 12.3, 12.4.1, 14, 15 or 16:
- (a) the number of Shares for which the Acquisition Cost payable is most nearly equal to, but does not exceed:-
- (i) the aggregate amount of contributions paid under the Employee's Savings Contract (excluding the amount of any monthly contribution, the due date of payment of which, is more than one calendar month after the date on which repayment is made under the Employee's Savings Contract); and
- (ii) the amount of any bonus and interest received or due under the Employee's Saving Contract as at that date; or
- (b) (if less) the maximum number of Shares in respect of which the Option subsists; or
13.1.3 in either case, such lesser number of Shares as the Optionholder specifies in their Notice of Exercise.
13.2 An Option shall be exercised by the Optionholder giving written notice (which may be in electronic form) to the Company or to such person at such address as may from time to time be notified to Optionholders which:-
13.2.1 is given at any time when the Option is exercisable;
13.2.2 states that the Option is being exercised in respect of all the Shares in respect of which it is then capable of being exercised or otherwise specifies the number of Shares in respect of which the Option is being exercised in accordance with Rule 13.1;
13.2.3 unless the Directors otherwise permit, is accompanied by the Option Certificate relating to that Option;
13.2.4 is accompanied by the Acquisition Cost or a duly completed application to the Relevant Savings Body for payment of the Repayment Value of the Employee's Savings Contract; and
13.2.5 is in such form and accompanied by such documents as the Directors may determine.
13.3 Subject to Rules 13.6 and 13.7, within the period of 30 days beginning with the date on which the Company receives the Acquisition Cost, the Company shall issue, transfer or procure the issue or transfer of the number of Shares over which the Option is then exercised and as soon as reasonably practicable thereafter:-
13.3.1 issue, or procure the issue of, a definitive share certificate or such other acknowledgement of shareholding as is prescribed from time to time in respect of the Shares so issued or transferred; and
13.3.2 if at that time Shares of the same class are listed on the Official List, procure that Shares issued to the Optionholder are admitted to the Official List.
13.4 If the amount received by the Company is greater than the Acquisition Cost of the Shares in relation to which the Optionholder has served a Notice of Exercise, the Company shall procure repayment of the excess amount to the Optionholder.
13.5 The Company may, if the Optionholder so requests in writing, allot and issue or transfer some or all of the Shares to:-
13.5.1 a nominee of the Optionholder (provided that beneficial ownership of the Shares vests in the Optionholder);
13.5.2 an account manager (or their nominee) of an individual savings account on terms that the Shares shall be in the beneficial ownership of the Optionholder notwithstanding that title to such Shares shall be vested in the account manager or their nominee or jointly in one of them and the Optionholder; or
13.5.3 the trustee or manager of a defined contribution pension scheme registered within the meaning of section 150(2) of the Finance Act 2004 (which may include a stakeholder pension scheme)

and for the purposes of Rule 13.5.2, the terms 'account manager' and 'individual savings account' shall have the meanings they bear in the Individual Savings Account Regulations 1998 (SI 1998/1870).

13.6 The issue or transfer of any Shares under this Plan shall be subject to the Company's Articles of Association and to any necessary consents of any governmental or other authorities (whether in the UK or elsewhere) under any enactments or regulations from time to time in force. It shall be the responsibility of the Optionholder to comply with any requirements to be fulfilled in order to obtain or obviate the necessity of any such consent.
13.7 No Shares shall be issued or transferred when prohibited by or in breach of any law or regulation with the force of law, or when prohibited by or in breach of any rule of an investment exchange on which Shares are listed or traded, or any other non-statutory rule that binds the Company or with which the Directors have resolved to comply.
13.8 Shares issued or transferred under this Plan shall be equal in all respects to other Shares then issued, except for any rights attaching to the other Shares by reference to a record date preceding the date of the issue or transfer of the Shares acquired on the exercise of the Option.

PART D: CORPORATE TRANSACTIONS

14. RECONSTRUCTION

14.1 Subject to Rules 12.4, 14.2 and 17, if a compromise or arrangement applicable to, or affecting:-
14.1.1 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
14.1.2 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 3 SAYE Option Scheme,

is sanctioned by the court pursuant to either section 899 or section 901F of the Companies Act, the Optionholder shall be entitled to exercise their Option, to the extent permitted by Rule 13.1.2, during the period of 6 months commencing on the date on which the court sanctions such compromise or arrangement. To the extent not exercised, the Option shall lapse and cease to be exercisable at the end of the relevant 6 month period and shall only remain in existence for the purpose of forming the subject of an offer (if any) made pursuant to Rule 17.1 and shall lapse on the expiry of the "appropriate period" as defined in Rule 17.2 if such offer is made but is not accepted by the Optionholder.

14.2 Subject to Rule 17, if, in consequence of a person obtaining Control of the Company as a result of a compromise or arrangement as referred to in Rule 14.1, shares in the Company to which an Option relates no longer meet the requirements of Part 4 of Schedule 3, the Option may be exercised no later than 20 days after the day on which a person obtains Control as a result of such compromise or arrangement notwithstanding that the shares no longer meet those requirements. Options will cease to be exercisable, to the extent not exercised, at the end of the period for exercise set out above and shall only remain in existence for the purpose of forming the subject of an offer (if any) made pursuant to Rule 17.1 and shall lapse on the expiry of the "appropriate period" as defined in Rule 17.2 if such offer is made but is not accepted by the Optionholder.
14.3 In addition to Rule 14.1, an Option which is exercised no earlier than 20 days before the date (for the purposes of this Rule 14.3, the "Relevant Date") on which the court sanctions a compromise or arrangement, as referred to in Rule 14.1, is to be treated as if it had been exercised in accordance with Rule 14.1, provided that any such exercise in anticipation of such court sanction shall be treated as having had no effect if the Relevant Date does not fall within a period of 20 days beginning with the date on which the Option is exercised.

15. WINDING-UP

15.1 If notice is given to the holders of Shares of a resolution for the voluntary winding-up of the Company, notice of the same shall be given by the Directors to all Optionholders. Each Optionholder shall be entitled to exercise their Option, to the extent permitted by Rule 13.1.2, at any time within the period of 6 months commencing on the date on which the resolution is passed.
15.2 All Options shall immediately lapse and cease to be exercisable upon the commencement of a winding-up of the Company.

16. CHANGE OF CONTROL

16.1 Subject to Rules 12.4 and 17, if, as a result of either:-
16.1.1 a general offer to acquire the whole of the Ordinary Share Capital (whether excluding or including any Shares held in treasury) which is made on a condition such that if it is met or waived the person making the offer will have Control of the Company; or
16.1.2 a general offer to acquire all the shares in the Company of the same class as the Shares,

the Company shall come under the Control of another person:-

(a) the Company shall as soon as reasonably practicable thereafter notify every Optionholder accordingly;
(b) the Optionholder shall be entitled to exercise their Option, to the extent permitted by Rule 13.1.2:-
(i) subject to Rule 16.1.2 (b)(ii), within 6 months of the date (for the purposes of this Rule, the "Relevant Date") when the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been met or waived (but in any event not more than 6 months after the Bonus Date); or
(ii) if, in consequence of the Company coming under the Control of such other person, shares in the Company to which an Option relates no longer meet the requirements of paragraph 18-20 (inclusive) and 22 of Schedule 3, no later than 20 days after the Relevant Date, notwithstanding that the shares no longer meet those requirements; and
(c) to the extent not exercised, the Option shall lapse and cease to be exercisable at the end of the period for exercise as set out in Rule 16.1.2 (b)(i) or Rule 16.1.2 (b)(ii), as the case may be, and shall only remain in existence for the purpose of forming the subject of an offer (if any) made pursuant to Rule 17.1 and shall lapse on the expiry of the "appropriate period" as defined in Rule 17.2 if such offer is made but is not accepted by the Optionholder.
16.2 For the purposes of Rule 16.1, an Option which is exercised no earlier than 20 days before the Relevant Date is to be treated as if it had been exercised in accordance with Rule 16.1.2(b)(i) provided that any such exercise in anticipation of a person obtaining Control of the Company (as mentioned in Rule 16.1) shall be treated as having had no effect if the Relevant Date does not fall during the period of 20 days beginning with the date on which the Option is exercised.
16.3 For the purposes of Rule 16.1.1, the reference to the whole of the Ordinary Share Capital does not include any capital already held by the person making the offer or a person connected with that person and in Rule 16.1.2, the reference to all the shares in the Company does not include any shares already held by the person making the offer or a person connected with that person. For the purposes of Rule 16.1, it does not matter if the general offer is made to different shareholders by different means.
16.4 For the purposes of Rule 16.1, a person shall be deemed to have Control of the Company if they and others acting in concert with them have together obtained Control of it.
16.5 For the purposes of this Rule 16, "connected" has the meaning given in section 718 ITEPA.
16.6 Subject to Rules 12.4, 16.7 and 17, if at any time any person becomes entitled or bound to acquire Shares under sections 979 to 982 or 983 to 985 (inclusive) of the Companies Act, the Optionholder shall be entitled to exercise their Option, to the extent permitted by Rule 13.1.2, at any time when that person remains so entitled or bound (but not in any event more than 6 months after the Bonus Date). To the extent not exercised, the Option shall lapse and cease to be exercisable when that person ceases to be so entitled or bound and shall only remain in existence for the purpose of forming the subject of an offer (if any) made pursuant to Rule 17.1 and shall lapse on the expiry of the "appropriate period" as defined in Rule 17.2 if such offer is made but is not accepted by the Optionholder.
16.7 Subject to Rule 17, if in consequence of a person who is bound or entitled to acquire Shares in the Company, as mentioned in Rule 16.6, obtaining Control of the Company, shares in the Company to which an Option relates no longer meet the requirements of Part 4 of Schedule 3, the Optionholder shall be entitled to exercise their Option, to the extent permitted by Rule 13.1.2, no later than 20 days after the day on which a person obtains such Control, notwithstanding that the shares no longer meet those requirements. Options will cease to be exercisable when that person ceases to be so entitled or bound and shall only remain in existence for the purpose of forming the subject of

an offer (if any) made pursuant to Rule 17.1 and shall lapse on the expiry of the "appropriate period" as defined in Rule 17.2 if such offer is made but is not accepted by the Optionholder.

16.8 For the purpose of Rule 16.6, an Option which is exercised no earlier than 20 days before the date on which the person becomes bound or entitled to acquire Shares as mentioned in Rule 16.6, is to be treated as if it had been exercised in accordance with Rule 16.6 provided that any such exercise in anticipation of a person becoming so bound or entitled shall be treated as having had no effect if the person does not become so bound or entitled by the end of the period of 20 days beginning with the date on which the Option is exercised.

17. OPTION ROLLOVER

17.1 If any company (in this Rule referred to as the "acquiring company"):-
17.1.1 obtains Control of the Company as mentioned in Rule 16.1; or
17.1.2 obtains Control of the Company in pursuance of a compromise or arrangement sanctioned by the court under either section 899 or section 901F of the Companies Act; or
17.1.3 becomes bound or entitled to acquire Shares under sections 979 to 982 or 983 to 985 (inclusive) of the Companies Act,

an Optionholder may, at any time within the "appropriate period" (as defined in Rule 17.2), by agreement with the acquiring company, release their rights under their Option in consideration of the grant to them of rights to acquire shares in the acquiring company or any other company falling within sub-paragraphs (b) and (c) of paragraph 18 of Schedule 3 (read and construed as if references in those provisions to the Company were references to the acquiring company) PROVIDED THAT:-

(a) such rights will be exercisable only in accordance with the provisions of this Plan as it had effect immediately before the release of the rights referred to above (read and construed as mentioned in Rule 17.3);
(b) the shares to which the new rights relate satisfy the provisions of paragraphs 18-20 (inclusive) and 22 of Schedule 3;
(c) the total market value, immediately before such release, of the Shares over which the Option then subsists is substantially the same as the total market value, immediately after such grant, of the shares over which new rights are granted to the Optionholder and for these purposes, market value shall be determined using a methodology agreed by HMRC; and
(d) the total amount payable by the Optionholder for the acquisition of shares on exercise of the new rights is substantially the same as the total amount that would have been payable for the acquisition of Shares on exercise of the Option.
17.2 In Rule 17.1 the "appropriate period" means:-
17.2.1 in a case falling within Rule 17.1.1, the period of 6 months beginning with the time when the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been met or waived;
17.2.2 in a case falling within Rule 17.1.2, the period of 6 months beginning with the time when the court sanctions the compromise or arrangement; and
17.2.3 in a case falling within Rule 17.1.3, the period during which the acquiring company remains bound or entitled as mentioned in that Rule.
17.3 For the purposes mentioned in sub-clause 17.1.3(a) of the provisos to Rule 17.1, the provisions of this Plan shall be read and construed as if:-
17.3.1 references to "the Company", except for the purposes of the definition of Participating Company and Rule 19.3, were references to the company in respect of whose shares the new rights are granted;
17.3.2 references to "Shares", were references to such shares;
17.3.3 references to "Option", were references to such rights;
17.3.4 references to "Optionholder", were references to the persons to whom such rights are granted;
17.3.5 references to "Ordinary Share Capital", were references to the ordinary share capital (other than fixed rate preference shares) of such company;
17.3.6 references to "the Directors", except for the purposes of Rule 18.1, were references to the Directors of such company; and
17.3.7 references to "the Exercise Price," were references to the price per share payable upon the exercise of such rights.
17.4 Rights granted pursuant to Rule 17.1 shall be regarded for the purposes of the SAYE Code and for the purposes of the subsequent application of the provisions of this Plan as having been granted on the Grant Date of the corresponding rights released as mentioned in Rule 17.1.
17.5 For the avoidance of doubt, an event causing the release and grant of rights pursuant to Rule 17.1 will not trigger the exercise of those new rights in accordance with either of Rule 14 or Rule 16.
17.6 For the purposes of this Rule 17, Rules 16.3 to 16.5 (inclusive) shall apply as they do for the purposes of Rule 16.1.

PART E: AMENDMENTS

18. VARIATION OF SHARE CAPITAL

18.1 If the Ordinary Share Capital is altered by way of capitalisation or rights issue, sub-division, consolidation or reduction, or in the event of a demerger or payment of a special dividend or if there is any other variation in the share capital of the Company, the Directors may make such adjustment as they consider appropriate:-
18.1.1 to the aggregate number, amount or description of Shares subject to any Option; and/or
18.1.2 to the Exercise Price; and/or
18.1.3 if an Option has been exercised but no Shares have been issued or transferred in accordance with Rule 13.3, to the number of Shares which may be so issued or transferred and the Acquisition Cost in relation to such Shares

PROVIDED THAT:-

(a) except insofar as the Directors (on behalf of the Company) agree to capitalise the Company's reserves and apply the same at the time of exercise in paying up the difference between the Exercise Price and the nominal value of the Shares, the Exercise Price of any Subscription Option shall not be reduced below a Share's nominal value;
(b) the number of Shares as so adjusted has been rounded down to the nearest whole number;
(c) the total Market Value of the Shares over which the Option subsists is substantially the same immediately before and immediately after the adjustment;
(d) the total amount payable on the exercise of any Option in full is substantially the same immediately before and immediately after the adjustment; and
(e) if it is intended that this Plan shall continue to be a Schedule 3 SAYE Option Scheme, no adjustment shall be made which would result in the requirements of Schedule 3 not being met in relation to an Option.
18.2 The Directors shall notify every Optionholder affected by an adjustment under Rule 18.1 as soon as reasonably practicable after making the adjustment.
18.3 The Directors shall deliver, or procure the delivery of, a revised Option Certificate to any Optionholder who asks for an amended Option Certificate.

19. ALTERATION OF THE PLAN

19.1 Subject to the remaining provisions of this Rule 19, the Directors may alter or amend any of the provisions of this Plan in any respect.
19.2 If it is intended that this Plan shall continue to be a Schedule 3 SAYE Option Scheme, no alteration or addition to a Key Feature shall take effect which would result in the requirements of Schedule 3 not being met in relation to an Option
19.3 Subject to Rule 19.4, no alteration or amendment shall be made under Rule 19.1 to the advantage of existing or new Optionholders to the provisions relating to:-
19.3.1 eligibility to participate;
19.3.2 the individual and overall limitations on the grant of Options;
19.3.3 the basis for determining Optionholders' entitlements to, and the terms of the Shares comprised in, an Option;
19.3.4 the adjustment of rights in the event of a variation of the Company's ordinary share capital; or
19.3.5 Rules 19.3 or 19.4

without the prior approval by ordinary resolution of the shareholders of the Company.

19.4 Rule 19.3 shall not apply to the extent that an alteration or amendment is in the opinion of the Directors a minor amendment:-
19.4.1 to benefit the administration of this Plan;
19.4.2 to take account of any change in legislation; or
19.4.3 to obtain or maintain favourable tax, exchange control or regulatory treatment for existing or new Optionholders, the Company or any member of the Group.
19.5 No amendment to the material disadvantage of existing rights of Optionholders will be made under Rule 19.1 unless:-
19.5.1 every Optionholder who may be affected by such amendment has been invited to indicate whether or not they approve the amendment; and
19.5.2 the amendment is approved by a majority of those Optionholders who have so indicated.
19.6 Details of any alteration or addition shall be given to any affected Optionholder as soon as reasonably practicable.

PART F: MISCELLANEOUS

20. DATA PROTECTION

20.1 To the satisfaction and under the direction of the Directors, all operations of this Plan and each Option shall include or be supported by appropriate agreements, notifications and arrangements in respect of Data Processing in connection with this Plan, in order to secure:-
20.1.1 the Group's reasonable freedom to operate this Plan and for connected purposes; and
20.1.2 compliance with all data protection requirements applicable from time to time, including under the Data Protection Legislation and any relevant practices and policies of the Group.
20.2 Optionholders shall be made aware of applicable provisions in respect of Personal Data made under Rule 20.1 and of any related information or disclosure, as may be required or appropriate. This shall be done by way of such communications and measures as may be decided on the direction of the Directors, if necessary with the agreement of any independent joint data controller that will be party to those communications and measures.

21. RELATIONSHIP WITH CONTRACT OF EMPLOYMENT

21.1 The grant of an Option shall not form part of an Optionholder's entitlement to remuneration or benefits pursuant to their contract of employment and benefits under this Plan shall not be pensionable.
21.2 Benefits provided to an Optionholder under this Plan shall not form part of the Optionholder's entitlement to remuneration or benefits pursuant to their contract of employment with any member of the Group and the rights and obligations of the Optionholder under the terms of their contract of employment with any member of the Group shall not be affected by their participation in this Plan.
21.3 An Optionholder shall not be entitled to any, or any additional, damages or compensation for any loss of benefit under this Plan, being a loss arising in consequence of the Optionholder giving or receiving notice of termination of employment with any member of the Group or ceasing to hold employment with any member of the Group for any reason whatsoever, whether lawful or unlawful.
21.4 An Optionholder shall not be entitled to any compensation for any loss or potential loss arising by reason of any exercise (or lack of exercise) of any discretion under this Plan.

22. SERVICE OF DOCUMENTS

22.1 Any notice or document to be given by, or on behalf of, the Company to an Optionholder in accordance or in connection with this Plan shall be duly given:-
22.1.1 if the Optionholder is an Employee at that date, by delivering it to them at their place of work;
22.1.2 by sending it by first-class post to the address last known to the Company to be the Optionholder's address and, if so sent, it shall be deemed to have been duly given 48 hours after posting or 5 days after posting if sent to an address outside the UK; or
22.1.3 by sending an email to a current email address at their place of work or to the email address last provided by the Optionholder and, if so sent, it shall be deemed to have been given at the time of transmission or, if sent outside normal business hours, at the start of the next business day.
22.2 Any notice or document to be given by the Optionholder to the Company in accordance or in connection with this Plan may be delivered, sent by post or email, but shall not in any event be duly given unless it is actually received by the Company Secretary of the Company or such other such individual as may from time to time be nominated by the Company and whose name and address or email address is notified to the Optionholder.

23. GOVERNING LAW AND JURISDICTION

This Plan shall be governed by English law and the parties submit to the exclusive jurisdiction of the courts of England and Wales in respect of any matter arising in relation to this Plan.

24. THIRD PARTY RIGHTS

Except as otherwise expressly stated to the contrary, neither this Plan nor the grant of any Option shall have the effect of giving any rights under this Plan pursuant to the Contracts (Rights of Third Parties) Act 1999 to any third party except where those rights arise under any Rule of this Plan for the benefit of any employer or former employer of an Optionholder and that Act shall not apply to this Plan nor to the terms of any Option

25. SEVERANCE

If any provision of this Plan would be illegal or void for any reason, then to the extent relevant (if appropriate, in relation to any particular jurisdiction only), this Plan will take effect as if that provision were severed and deleted and the remaining rules of this Plan will continue in full force and effect as if that provision had not been included.

26. OVERSEAS EMPLOYEES

The Company may establish schedules to, or plans based on, this Plan, but modified to take account of any local tax, exchange control or securities laws in other jurisdictions, provided that any Options granted under such schedules or plans are subject to the limits set out in limits in Rules 8 and 11.