Wincanton PLC — Remuneration Information 2023

Jun 5, 2023

WINCANTON PLC

THE WINCANTON PLC DEFERRED SHARE BONUS PLAN

This is a copy of the rules of the Wincanton plc Deferred Share Bonus Plan which was adopted by the Remuneration Committee of the Board of Directors of the Company on 12 April 2023, conditionally upon shareholder approval being obtained.

Shareholder approval for the Wincanton plc Long Term Incentive Plan 2023 was obtained at a general meeting of shareholders held on 12 July 2023.

No new Awards may be made under this Plan after 12 July 2033.

THE WINCANTON PLC DEFERRED SHARE BONUS PLAN

CONTENTS

Rule		Page
PART A - INTERPRETATION AND ADMINISTRATION
1	DEFINITIONS
2	INTERPRETATION
3	ADMINISTRATION	5
PART B - MAKING OF AWARDS
4.	ELIGIBILITY	6
5	CALCULATION OF THE SIZE OF AWARDS	6
6	GRANT OF AWARDS	6
7	TIMING OF GRANT	7
8	OVERALL LIMITS ON THE ISSUE OF NEW SHARES TO SATISFY AWARDS	7
9	NOTIFICATION AND ACCEPTANCE OF AWARD TERMS	8
10	TAXATION	8
11	NON-TRANSFERABILITY AND LAPSE OF AWARDS	9
PART C - VESTING OF AWARDS
12	MALUS AND CLAWBACK	10
13	AWARD DIVIDENDS	11
14	DELIVERY OF SHARES AND EXERCISE OF OPTIONS	11
15	FULL OR PART CASH SETTLEMENT OF AWARDS	12
16	SHARE RIGHTS AND RESTRICTIONS ON ISSUE AND TRANSFER	12
PART D - POST- EMPLOYMENT HOLDING PERIOD
17.	POST- EMPLOYMENT HOLDING PERIOD	13
PART E - LEAVING EMPLOYMENT
18.	LEAVING AS A GOOD LEAVER	15
19	LEAVING FOR OTHER REASONS	15
PART F - CORPORATE EVENTS
20.	CHANGE OF CONTROL	16
21	STATUTORY RECONSTRUCTION	16

22	COMPULSORY ACQUISITION	16
23	WINDING-UP	16
24	DELISTING	16
25	OTHER EVENTS	16
26	DETERMINATION ON CORPORATE EVENTS	17
27	EXCHANGE OF AWARDS	17
PART G - AMENDMENTS 18
28.	VARIATION OF SHARE CAPITAL	18
29	ALTERATION OF THIS PLAN	18
PART H - MISCELLANEOUS
30.	DATA PROTECTION	20
31	RELATIONSHIP WITH CONTRACT OF EMPLOYMENT	20
32	SERVICE OF DOCUMENTS	20
33	GOVERNING LAW AND JURISDICTION	21
34	THIRD PARTY RIGHTS	21
35	OVERSEAS JURISDICTIONS	21
36.	SEVERANCE	21

APPENDIX I - CASH AWARDS

RULES OF THE WINCANTON PLC DEFERRED SHARE BONUS PLAN

PART A

INTERPRETATION AND ADMINISTRATION

DEFINITIONS

• 1.1 In this Plan:
• "Acquiring Company" means a company which has acquired (or is likely to acquire) Control of the Company "Award" means an award over Shares which is made subject to and in accordance with the rules of this Plan which may be in the form of an Option, a Contingent Share Award or a Cash Award as determined by the Committee at the Grant Date "Award Certificate" means a certificate evidencing an Award "Award Dividend " means a payment, in cash or Shares, equal to the dividends (not including any associated tax credits, if relevant) that would have been paid to a Participant on their Vested Shares in respect of dividend record dates occurring during the period starting on the Grant Date and ending on the Release Date and which shall, if the Committee so determines on any occasion, exclude the value of all or part of a special dividend or the amount of any other dividend "Award Shares" means those Shares in respect of which an Award has been granted "Board" means the board of directors of the Company "Bonus" means a discretionary cash payment made by the Company (or any member of the Group) to an Employee pursuant to any bonus plan or arrangement operated by the Company (or any member of the Group) "Bonus Period" means the period in respect of which any Bonus is accrued and which shall, ordinarily, be one full financial year of the Company "Cash Award" means an Award which is capable of settlement only with cash (and not with Shares) and which has been granted in accordance with the additional provisions set out in Appendix I "Committee" means the remuneration committee of the Board (or any other duly authorised committee of non-executive directors of the Company) PROVIDED THAT, where any event as specified in Rules 0 to 0 (inclusive) has occurred or where the Company has entered administration, liquidation or other insolvency process, "Committee" shall mean the remuneration committee of the Board (or, where relevant, any other duly authorised committee of non-executive directors of the Company) as constituted immediately prior to that event "Company" means Wincanton plc (registered in England with registered company number 04178808)

"Contingent Share Award"	means a right to receive Shares at nil cost in accordance with the rules of this Plan
"Control"	has the meaning given in section 719 of ITEPA
"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 provision or restriction (as amended, consolidated or re-enacted from time to time) in any jurisdiction which relates to the protection of individuals with regards to the processing of Personal Data, including Regulation EU 2016/679 of the European Parliament and of the Council of 27 April 2016 (as retained in UK law pursuant to the European Union (Withdrawal) Act 2018) 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
"Dealing Restriction"	means any restriction(s) imposed by MAR, the Share Dealing Code, the Listing Rules issued by the FCA or any other relevant requirement, guideline, regulation or law
"Directors' Remuneration Policy"	means the Company's shareholder-approved directors' remuneration policy as published in the Company's annual report and accounts and in force from time to time
"Employee"	means an employee (including an Executive Director) of any member of the Group
"Employer's NICs"	means secondary class I National Insurance contributions (for which the Participant's Employer is primarily liable to account) arising in respect of an Award
"Executive Director"	means any director of the Company who is an Employee and who carries out executive functions
"FCA"	means the Financial Conduct Authority of the UK (or its successor body from time to time)
"Good Leaver"	means a Participant who Leaves by reason of:
	(a) death;
	(b) injury, ill-health or disability (evidenced to the satisfaction of the Committee);
	(c) the fact that the office or employment by virtue of which the Participant is eligible to participate in this Plan relates to a business or part of a business which is transferred to a person who is not a member of the Group;
	(d) the fact that the company with which the Participant holds the office or employment by virtue of which they are eligible to participate in this Plan is no longer a member of the Group; or
	(e) any other reason as the Committee may determine, in its sole discretion

"Grant Date"	means the date on which an Award is granted or made
"Group"	means the Company and any company which is for the time being a subsidiary (as defined in section 1159 of the Companies Act 2006) of the Company
"Internal Reorganisation"	means where immediately after a change of Control of the Company, more than 50% of the issued share capital of the Acquiring Company is owned directly or indirectly by the persons who were shareholders in the Company immediately before the change of Control
"ITEPA"	means the Income Tax (Earnings and Pensions) Act 2003
"Leaves"	means ceases to hold any office or employment, or any right to return to any office or employment, with any member of the Group, and "Leaving" and "Leaver" shall be construed accordingly
"Leaving Date"	means the date when a Participant Leaves
"London Stock Exchange"	means the London Stock Exchange plc (or any successor organisation from time to time)
"MAR"	means the EU Market Abuse Regulation (596/2014), as retained in UK law 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
"Nominee"	means such trustee or nominee as designated by the Committee for the purposes of holding Vested Shares in order to comply with the requirements of the Post-Employment Holding Period
"Official List"	means the Official List of FCA
"Option"	means a right to acquire Shares on exercise at nil cost in accordance with the rules of this Plan
"Ordinary Share Capital"	means the issued ordinary share capital of the Company other than fixed-rate preference shares
"Participant"	means a person to whom an Award has been made or, if that person has died and where the context requires, their personal representatives
"Participant's Employer"	means such member of the Group as is a Participant's employer or, if they have ceased to be employed within the Group, was their employer or such other member of the Group, or other person as, under section 684 of ITEPA (or, as the case may be, the laws, regulations and practices currently in force relating to liability for and the collection of National Insurance contributions) is obliged to account for any Tax Liability
"Personal Data"	has the meaning set out in the applicable Data Protection Legislation
"Plan"	means the Wincanton plc Deferred Share Bonus Plan as set out in these rules and amended from time to time pursuant to Rule 0

"Post-Employment Holding Period"	means the period following a Participant's Leaving Date during which the Participant is not ordinarily entitled to sell, transfer, assign or otherwise dispose of their Vested Shares in accordance with the provisions of Rule 0
"Release Date"	means the date (or dates) specified by the Committee pursuant to Rule 6.2.5 6.2.5 on which some or all of the Shares under an Award shall become Vested Shares and on which:
	(a)	in the case of a Contingent Share Award, the relevant number of Shares comprised in that Contingent Share Award fall due to be issued or transferred to the Participant;
	(b)	in the case of an Option, that Option becomes capable of exercise; and
	(c)	in the case of a Cash Award, the relevant amount of cash comprised in that Cash Award falls due to be paid
		PROVIDED THAT if such date occurs at any time when any Dealing Restrictions apply which would prevent the issue, transfer or sale of any Vested Shares received or acquired in connection with the Award, the Release Date shall be the first Dealing Day immediately after such Dealing Restrictions cease to apply
"Share Dealing Code"	means the code adopted by the Company for securities transactions by directors, employees and persons connected with them, as amended from time to time
"Shares"		means fully paid ordinary shares in the capital of the Company (or, following a reconstruction, demerger or reorganisation of the Company, shares or other securities representing such shares)
"Tax Liability"	means any liability of the Company or any member of the Group to account for any income tax or social security contributions or any similar charges which may arise in connection with an Award (and which shall, to the extent provided for in Rule 10.4, include Employer's NICs)
"UK"		means the United Kingdom
"Vested Shares"		means: (i) in relation to an Option the Shares in respect of which the Option becomes exercisable and (ii) in relation to a Contingent Share Award the Shares to which the Participant becomes unconditionally entitled in each case in accordance with the Rules and in each case Shares become Vested Shares on the Release Date (subject to Rule Error! Reference source not found.) and "Vest" and "Vesting" shall refer to Shares becoming Vested Shares
INTERPRETATION

• 2.1 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.
• 2.2 Words denoting the singular shall include the plural and vice versa.
• 2.3 References to rules are to the rules of this Plan and no account should be taken of the rule headings, which have been inserted for ease of reference only.
• 2.4 The Appendix forms part of this Plan and any reference to this Plan includes the Appendix.

ADMINISTRATION

• 3.1 The Committee shall have responsibility for the oversight and administration of this Plan, acting under the delegated authority of the Board. The Committee 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 it thinks fit.
• 3.2 The Committee may delegate authority to operate and administer this Plan to such person(s) as it considers appropriate.
• 3.3 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 Committee shall be final and binding upon all persons.
• 3.4 This Plan shall be operated so as to be consistent with the Directors' Remuneration Policy.
• 3.5 Subject to Rule 3.6, the Company shall bear the costs of the administration and implementation of this Plan.
• 3.6 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.

PART B

MAKING OF AWARDS

ELIGIBILITY

• 4.1 Where an Executive Director's Bonus for any Bonus Period exceeds the applicable specified threshold in the Directors' Remuneration Policy in force from time to time, that Executive Director shall be required to receive some or all of their Bonus for in the form of an Award granted subject to the rules of this Plan.
• 4.2 The Committee may, at its absolute discretion, determine that any other Employee (who is not an Executive Director) shall be required to receive some or all of their Bonus for any Bonus Period in the form of an Award granted subject to the rules of this Plan. Any such determination shall ordinarily be made prior to the start of the relevant Bonus Period and, in any event, no later than the date on which the Bonus is due to be paid to the relevant Employee. The relevant Employee shall be notified of any such determination as soon as reasonably practicable after it has been made.

CALCULATION OF THE SIZE OF AWARDS

• 5.1 The Committee will specify the proportion of an Employee's Bonus for any Bonus Period (which may be 100% of the Bonus) which is required to be delivered in the form of an Award and which, in the case of an Executive Director, shall not be less than the amount specified in the Directors' Remuneration Policy.
• 5.2 The number of Shares to be comprised in an Award in respect of any Bonus Period shall be calculated by dividing the value of the relevant proportion of the Employee's gross Bonus for the relevant Bonus Period which is required to be received as an Award (as determined in accordance with Rule 5.1) by the market value of Shares, rounded down to the nearest whole number of Shares.
• 5.3 For the purposes of Rule 5.2, the market value of a Share shall be taken to be the average of the middle market quotations of a Share for the 3 consecutive Dealing Days last preceding the Grant Date as derived from the Daily Official List of the London Stock Exchange, or such other market value as reasonably determined by the Committee prior to the Grant Date.

GRANT OF AWARDS

• 6.1 An Award shall be granted by deed (or in such other manner as the Committee considers appropriate so as to constitute a binding contract) and may take the form of:
  • 6.1.1 a Contingent Share Award;
  • 6.1.2 an Option; or
  • 6.1.3 a Cash Award,

or be in such other form as the Committee determines has a similar effect to any of the above.

• 6.2 The deed of grant (or other grant documentation, where relevant) prepared in respect of any Award in accordance with Rule 6.1 shall specify:
  • 6.2.1 the form of the Award, being either a Contingent Share Award, an Option, or a Cash Award (or such other form of Award as the Committee specifies);
  • 6.2.2 the Grant Date;
  • 6.2.3 the number of Shares in respect of which the Award has been made;
• 6.2.4 in the case of an Option, the last date on which the Option may be exercised;
• 6.2.5 the Release Date which, in the case of an Award granted to an Executive Director, may not be earlier than the second anniversary of the Grant Date;
• 6.2.6 details of any Post-Employment Holding Period which is applicable to the Award (save that nothing shall prevent the Committee from determining that a Post-Employment Holding Period shall apply to an Award at any point prior to its Release Date);
• 6.2.7 whether (and, if so, the basis on which) Award Dividends will apply;
• 6.2.8 that it is a condition of the Award that the Participant:
  • (a) indemnifies all members of the Group against any Tax Liability (including, where specified by the Committee, any liability to Employers' NICs); and
  • (b) agrees that the provisions of Rule 0 shall apply to the Award; and
• 6.2.9 whether any other terms or conditions (including any performance conditions) which are not set out in the rules of this Plan, shall apply to the Award.

TIMING OF GRANT

• 7.1 Subject to Rule 7.3, an Award may only be granted during the period of:
  • 7.1.1 42 days beginning with the Dealing Day following the public announcement of the results of the Company for any period; or
  • 7.1.2 as soon as reasonably practicable following the determination of the size of the relevant Employee's Bonus in respect of which a portion is required to be delivered as an Award; or

at any other time but only if, in the opinion of the Committee, the circumstances are exceptional and justify the grant of an Award at that time.

• 7.2 No Award may be granted:
  • 7.2.1 at any time when Dealing Restrictions apply to prevent the grant of the Award; or
  • 7.2.2 after the tenth anniversary of the date on which the Plan is first approved by shareholders.
• 7.3 If any Dealing Restrictions apply to prevent the grant of the Award at any of the times referred to in Rule 7.1, then Awards may be granted as soon as reasonably practicable following the date on which any such Dealing Restrictions cease to apply.

OVERALL LIMITS ON THE ISSUE OF NEW SHARES TO SATISFY AWARDS

• 8.1 Unless specified to the contrary by the Committee on the Grant Date, an Award may be satisfied by:
  • 8.1.1 issuing new Shares; and/or
  • 8.1.2 transferring treasury Shares; and/or
  • 8.1.3 transferring Shares (other than treasury Shares).

The Committee may decide to change the way in which an Award may be satisfied after it has been granted, having regard to the remaining provisions of this Rule 0.

• 8.2 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.
• 8.3 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 discretionary share scheme operated by the Company shall not exceed 5% of the Ordinary Share Capital of the Company from time to time.
• 8.4 For the purposes of Rules 8.2 and 8.3:
  • 8.4.1 Shares taken into account when granted under an Award shall not be taken into account again following the issue or transfer of Shares in satisfaction of such Award and any such Awards that have lapsed shall fall out of account;
  • 8.4.2 Shares shall not be taken into account after the grant of an Award where the Committee has determined that such Award shall be capable of being satisfied by the transfer of existing Shares (other than Shares transferred out of treasury) only; and
  • 8.4.3 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 transferred or to be transferred out of treasury.

NOTIFICATION AND ACCEPTANCE OF AWARD TERMS

• 9.1 As soon as practicable after the Grant Date each Participant shall be notified (in such manner and form as the Committee considers appropriate) of the terms of their Award as set out in Rule 6.2 and be issued with an Award Certificate.
• 9.2 A Participant shall be required to indicate their acceptance of the terms of their Award in such manner and form as the Committee specifies from time to time. An Award will lapse and will not be capable of Vesting if the Participant does not deliver such indication of their acceptance of its terms (including an irrevocable acceptance of Rules 0 and 0) to the Company within 30 days of the Grant Date, or such other period of time as specified to the Participant. The acceptance must be accompanied by such other documents the Company may require to be entered into in relation to the Award.

TAXATION

• 10.1 It is a condition of every Award that the Participant indemnifies each member of the Group against any Tax Liability.
• 10.2 The Company may withhold such amounts (or procure the withholding of such amounts) and/or make such arrangements as it considers necessary to meet any Tax Liability, including (without limitation) the operation of Rule 15.3 or the sale of Shares on behalf of a Participant, unless the Participant otherwise discharges the liability.
• 10.3 If, on any occasion, a Tax Liability arises in relation to a payment of cash pursuant to an Award, the Participant authorises the Company to withhold from that payment an amount appropriate to cover the Tax Liability (or to procure the withholding of such amount).
• 10.4 If the Committee so determines at the time that an Award is made, it shall be a condition of an Award that the Participant shall agree with and undertake to the Company and, if different, the Participant's Employer that the Participant's Employer may recover from the Participant the whole or such part as the Committee may determine of any Employer's NICs payable in

connection with an Award and that the Participant shall, if required to do so, enter into any agreements or elections as may be required to give effect to such recovery of any Employer's NICs.

NON-TRANSFERABILITY AND LAPSE OF AWARDS

• 11.1 An Award is personal to a Participant and may not be transferred during the Participant's lifetime. A Participant may not transfer or assign, or create any security interest over an Award (or any right arising under it). However, this Rule 11.1 does not prevent the transmission of an Award to a Participant's personal representatives if the Participant dies.
• 11.2 An Award shall immediately lapse (and if the Award is an Option, will cease to be exercisable) on the earliest of the following:
  • 11.2.1 any attempted action by the Participant falling within Rule 11.1;
  • 11.2.2 to the extent necessary to give effect to any reduction or cancellation under the provisions of Rule 0;
  • 11.2.3 at the time (and to the extent that) that Shares under the Award will not become Vested Shares in circumstances where a Participant Leaves;
  • 11.2.4 the time specified for the lapse of the Award under Part F;
  • 11.2.5 in the case of an Option, the day immediately following the last date on which the Option may be exercised;
  • 11.2.6 the date the Participant 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;
  • 11.2.7 the date the Participant 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
  • 11.2.8 if the Participant is not, or ceases for any reason (except on death) to be, the legal or beneficial owner of an Award.

PART C

VESTING OF AWARDS

MALUS AND CLAWBACK

• 12.1 The Committee may at any time prior to the third anniversary of the Release Date:
  • 12.1.1 reduce the number of Award Shares under any Award;
  • 12.1.2 cancel an Award;
  • 12.1.3 impose (further) conditions on an Award;
  • 12.1.4 reduce or cancel awards made or options granted to the Participant under other incentive plans operated by the Company;
  • 12.1.5 reduce or cancel any bonus or other cash payment due to a Participant; or
  • 12.1.6 require a Participant to make a cash payment to the Company on such terms as the Committee, acting fairly and reasonably, may determine

where any of the following has occurred:

• (a) a material misstatement of the Company's financial results for any period and for whatever reason;
• (b) circumstances where the Participant has engaged in fraud or misconduct that would justify the summary dismissal of the Participant from their employment (without payment in lieu of notice);
• (c) an error in the calculation or determination of the outcome of any Performance Target or in the number of Vested Shares, including where such calculation is based on erroneous or misleading data or information;
• (d) circumstances where the Participant has, by an act or omission, contributed to injury to the reputation of the Group;
• (e) an instance of material corporate failure of the Company;
• (f) behaviour of the Participant which materially fails to reflect the governance or values of the Company; or
• (g) circumstances where the Participant has, by act or omission, contributed to a serious downturn in the financial or operational performance of the Group.
• 12.2 The Committee may decide at any time to reduce any Award (including, if appropriate, to zero) to give effect to any malus and/or clawback provision of any form contained in any incentive plan (other than this Plan) operated by the Company or any member of the Group. The extent of any such reduction shall be in accordance with the relevant terms of the relevant malus and/or clawback provision, or, in the absence of any such terms, on such basis as the Committee, acting fairly and reasonably, decides is appropriate.
• 12.3 Following a determination made under this Rule 0, the Committee shall notify each affected Participant in writing as soon as practicable.

AWARD DIVIDENDS

• 13.1 The Committee may specify, at the Grant Date or at any time prior to the Release Date, that a Participant shall be entitled to receive an Award Dividend in connection with their Award.
• 13.2 Where a Participant has been determined by the Committee to be entitled to receive an Award Dividend in connection with their Award then, at the same time as the Vested Shares are delivered to the Participant in accordance with Rule 0 the Committee shall procure:
  • 13.2.1 the payment to the Participant of a cash sum not exceeding the aggregate amount of the Award Dividend; or
  • 13.2.2 the transfer to the Participant of an additional number of Shares not exceeding the number of Shares (as determined by the Committee) which could have been acquired with the amount of the Award Dividend.
• 13.3 The Committee shall determine the basis on which any Award Dividend shall be calculated in its sole discretion, which may include an assumption that the relevant dividends were reinvested into further Shares.

DELIVERY OF VESTED SHARES AND EXERCISE OF OPTIONS

• 14.1 Subject to Rule 14.7, the Committee shall procure the issue or transfer of the Vested Shares to a Participant or their nominee as soon as reasonably practicable following (and in any event no later than 30 days after):
  • 14.1.1 the Release Date, in respect of a Contingent Share Award; or
  • 14.1.2 the date of exercise, in respect of an Option.
• 14.2 Subject to Rule 14.7, an Option may be exercised in respect of Vested Shares at any point falling in the period commencing on the Release Date and ending on the tenth anniversary of the Grant Date (or such earlier date as the Committee may determine on or prior to the Grant Date). If an Option is not exercised within this period, it shall lapse (unless otherwise specified by the Committee). An Option may be exercised in such manner as the Committee determines.
• 14.3 An Option shall not be exercised in respect of less than the minimum number of Shares, if any, as the Committee may determine.
• 14.4 On or as soon as practicable after Shares have been issued or transferred to the Participant, the Company shall procure:
  • 14.4.1 the issue of a definitive share certificate or such acknowledgement of shareholding as is prescribed from time to time for the Shares issued or transferred to the Participant; and
  • 14.4.2 if Shares are to be issued and, on the date of issue, Shares of the same class are listed on the Official List, that any Shares so issued are admitted to the Official List.
• 14.5 If or insofar as Award Shares do not become Vested Shares in consequence of a Performance Target not being satisfied in full, an Award shall lapse in respect of such unvested Shares.
• 14.6 The vesting of a Contingent Share Award or the exercise of an Option, and the issue or transfer or sale of Shares on or immediately following such vesting or exercise is subject to obtaining any necessary approvals or consents from any relevant authority, the Share Dealing Code and any other applicable code, laws or regulations in any relevant jurisdiction.
• 14.7 The Company shall not issue or transfer (or procure the issue or transfer of) Vested Shares to any Participant if any Dealing Restrictions would apply to the issue, transfer or sale of those Vested Shares. Where any such Dealing Restrictions apply, the Company shall issue or transfer (or procure the issue or transfer of) any Vested Shares as soon as practicable after such Dealing Restrictions are lifted. Shares will not become Vested Shares, and an Option may not be exercised, until all relevant Dealing Restrictions are lifted.
• 14.8 The Committee may specify that the vesting of an Award is conditional on the Participant entering into a joint election under Section 431(1) or (2) of ITEPA, or the applicable equivalent in any relevant jurisdiction, in respect of some or all of the Shares acquired under an Award.
• 14.9 For the avoidance of any doubt, no Participant shall acquire any beneficial interest in respect of their Vested Shares until the issue or transfer of the Vested Shares to them in accordance with this Rule 0.

FULL OR PART CASH SETTLEMENT OF AWARDS

• 15.1 The Committee may determine, at any time prior to the date when Vested Shares are issued or transferred to a Participant, that an Award will be settled in cash under Rule 15.2 or netsettled under Rule 15.3.
• 15.2 If an Award is settled wholly in cash, the cash sum will be equal to the market value (as determined by the Committee) of the Vested Shares that would otherwise have been issued or transferred to the Participant:
  • 15.2.1 in respect of a Contingent Share Award, on the Release Date; and
  • 15.2.2 in respect of an Option, on the date of exercise,

and will be paid to the Participant (after the relevant deductions in respect of the Tax Liability) as soon as practicable thereafter.

• 15.3 An Award may be net-settled by:
  • 15.3.1 deducting the amount considered by the Committee to be the appropriate amount in respect of the Tax Liability from the market value of the Vested Shares as at the date on which the Participant acquires a beneficial interest in such Vested Shares;
  • 15.3.2 settling the Tax Liability on the Participant's behalf:
  • 15.3.3 dividing the net amount by the market value of a Share on the relevant date (as determined by the Committee) to give the number of net Shares; and
  • 15.3.4 procuring the transfer of the resulting number of net Shares to the Participant together with a cash payment of any rounding amount.

SHARE RIGHTS AND RESTRICTIONS ON ISSUE AND TRANSFER

• 16.1 All Shares issued or transferred under this Plan shall rank equally in all respects with the Shares then in issue, except for any rights attaching to such Shares by reference to a record date prior to the date of such allotment or transfer.
• 16.2 If the Shares are listed on the Official List and traded on the London Stock Exchange (or any other relevant exchange) the Company shall as soon as practicable apply for any Shares issued under this Plan to be listed and admitted to trading.

PART D

POST- EMPLOYMENT HOLDING PERIOD

POST- EMPLOYMENT HOLDING PERIOD

• 17.1 The Post-Employment Holding Period shall apply to any Award granted to an Executive Director (including a former Executive Director) and to any other Participant to whom the Committee has determined at any point prior to its Release Date that it shall apply.
• 17.2 Where the Post-Employment Holding Period applies, the Committee will determine prior to the Release Date whether some or all of the Vested Shares to be issued or transferred will be subject to the Post-Employment Holding Period requirement (the "Post-Employment Holding Shares"). The number of Post-Employment Holding Shares will be determined by the Committee in its absolute discretion, having regard to the Company's share ownership policies and guidelines in force from time to time, and in accordance with the Directors' Remuneration Policy.
• 17.3 The Post-Employment Holding Period shall cease to apply on the earliest to occur of:
  • 17.3.1 the date specified in the Company's share ownership policies and guidelines in force from time to time;
  • 17.3.2 the date of an event under Part F, except where Rule 0 applies; and
  • 17.3.3 such other date as the Committee may determine at its discretion (and in which case the Committee may apply such further conditions or requirements to either the Participant or to the Post-Employment Holding Shares as it considers appropriate).
• 17.4 Where an Award is subject to a Post-Employment Holding Period, the Participant may not sell, transfer, assign or otherwise dispose of any of the Post-Employment Holding Shares (or any interest in them) for the duration of the Post-Employment Holding Period, except for a sale, transfer, assignment or disposal:
  • 17.4.1 to the Participant's personal representatives;
  • 17.4.2 in accordance with Rule 10.2, to fund any Tax Liability and related expenses;
  • 17.4.3 of sufficient nil-paid entitlements in relation to Post-Employment Holding Shares to take up the balance of the entitlements under a rights issue;
  • 17.4.4 to satisfy any operation of the provisions of Rule 0; or
  • 17.4.5 in circumstances provided in Part F.
• 17.5 Unless the Committee decides otherwise, the restrictions in this Rule 0 will apply equally to any cash or assets (other than ordinary dividends) received in respect of the Post-Employment Holding Shares until the end of the Post-Employment Holding Period.
• 17.6 During any Post-Employment Holding Period, the Participant will be entitled to vote and have all other rights of a shareholder in respect of the Post-Employment Holding Shares.
• 17.7 The Committee may determine that any Post-Employment Holding Shares (after any sales in accordance with Rule 10.2) shall be delivered to the Nominee and held with the Nominee on such terms as the Committee may determine until the end of the Post-Employment Holding Period. The Nominee shall be subject to the same restrictions as set out in Rules 17.4 and 17.5. Subject to any application of Rule 0, any Shares held by the Nominee shall be transferred to or at the direction of the Participant as soon as reasonably practicable after the cessation of the Post-Employment Holding Period.

17.8 The Committee may impose any additional requirements on an Award or any Vested Shares acquired in connection with an Award as it considers necessary or appropriate in order to give effect to, or to enforce, the Post-Employment Holding Period.

PART E LEAVING EMPLOYMENT

LEAVING AS A GOOD LEAVER

• 18.1 This Rule 0 will apply where a Participant Leaves as a Good Leaver.
• 18.2 Where this Rule 0 applies and the Leaving Date occurs prior to the Release Date of an Award, that Award will continue to subsist and its Shares shall continue to be capable of becoming Vested Shares on the original Release Date, unless the Committee determines that the Release Date should occur on an earlier date.
• 18.3 The extent to which any Shares will be capable of becoming Vested Shares pursuant to Rule 18.2 will be determined by the Committee by applying a pro rata reduction to the number of Shares that would otherwise Vest based on the period starting on the Grant Date and ending on the Leaving Date relative to the normal Release Date for the Award specified by the Committee pursuant to Rule 6.2.5, unless the Committee, acting fairly and reasonably, decides that a lesser (or no) reduction is appropriate, in which case it may increase the number of Vested Shares to such higher number as it decides provided that number does not exceed the number of Award Shares.
• 18.4 Where this Rule 0 applies, any Option held by the relevant Participant shall be capable of exercise in respect of its Vested Shares for a period of 6 months beginning with the later of: (i) the Leaving Date; and (ii) the date on which the Committee determines the number of Shares which shall become Vested Shares.
• 18.5 If an earlier Release Date of an Award occurs due to the application of Rules 0 to 0 (inclusive) after the Leaving Date of the relevant Participant then Rule 18.3 shall take precedence over Rule 0.
• 18.6 An Award will immediately lapse (and if it is an Option, cease to be exercisable) to the extent that any Shares under the Award do not become Vested Shares in accordance with this Rule 0.
• 18.7 Any Vested Shares will be issued or transferred (or corresponding cash payment made) to the Participant in accordance with Rule 0.

LEAVING FOR OTHER REASONS

• 19.1 This Rule 0 will apply where a Participant Leaves other than as a Good Leaver.
• 19.2 Where this Rule 0 applies:
  • 19.2.1 no Award Shares will be capable of issue or transfer to the relevant Participant under their Award after the Leaving Date and the Award shall lapse; and
  • 19.2.2 an Option that was capable of being exercised prior to the Leaving Date, but was not exercised, will cease to be exercisable on the Leaving Date and the Option shall lapse.

PART F

CORPORATE EVENTS

CHANGE OF CONTROL

20.1 If any person:

• 20.1.1 obtains Control of the Company as a result of making a general offer to acquire Shares; or
• 20.1.2 having obtained such Control, makes such an offer

then (other than where such general offer occurs as part of an Internal Reorganisation) Rule 0 shall apply and the Release Date shall, unless the Committee otherwise determines, be the date on which the change of Control takes effect.

20.2 For the purposes of this Rule 0, 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.

STATUTORY RECONSTRUCTION

If a compromise or arrangement is proposed in relation to the Company pursuant to either section 899 or section 901F of the Companies Act 2006, then (other than where such compromise or arrangement occurs as part of an Internal Reorganisation) Rule 0 shall apply and the Release Date shall, unless the Committee otherwise determines, be the effective date of the compromise or arrangement.

COMPULSORY ACQUISITION

If any person becomes bound or entitled to acquire Shares under sections 979 to 982 of the Companies Act 2006 then, unless the provisions of Rules 0 or 0 have previously applied, Rule 0 shall apply and the Release Date shall, unless the Committee otherwise determines, be the first date on which that person became so bound or entitled.

WINDING-UP

If notice is given to holders of Shares of a resolution for the voluntary winding-up of the Company, then Rule 0 shall apply and the Release Date shall, unless the Committee otherwise determines, be the date on which the resolution is passed.

DELISTING

If the Shares cease to be admitted to trading on the London Stock Exchange's main market for listed securities (excluding any period of suspension of trading) or any other recognised stock exchange, then unless Rules 0 to 0 (inclusive) would otherwise apply, Rule 0 shall apply and the Release Date shall, unless the Committee otherwise determines, be the date immediately prior to such permanent cessation of listing or trading.

OTHER EVENTS

If the Company (or any member of the Group) is affected by a material demerger or merger with another company, a special dividend or other event which may, in the opinion of the Committee, affect the current or future value of Awards, the Committee may determine that Rule 0 shall apply and the Release Date shall be such date as the Committee determines is appropriate in relation to such event.

DETERMINATION ON CORPORATE EVENTS

• 26.1 Except in the case of an Internal Reorganisation, or where the Committee determines that Rule 0 shall instead apply, this Rule 0 shall apply where any of the corporate events described in Rules 0 to 0 (inclusive) have occurred or where the Committee determines that it shall apply in accordance with any other event pursuant to Rule 0 (each, a "Corporate Event"). The Committee may determine that this Rule 0 shall apply where it has become aware that a Corporate Event is reasonably likely to occur.
• 26.2 Where this Rule 0 applies:
  • 26.2.1 all Award Shares will be issued or transferred (or a corresponding cash payment made) in accordance with Rules 0, 14.5 and 14.7 as if the relevant date specified in the appropriate Rule were the Release Date;
  • 26.2.2 no Post-Employment Holding Period shall apply following such deemed Release Date; and
  • 26.2.3 the Committee will specify a reasonable period in which Options may be exercised, which may follow the date of the Corporate Event or may fall at least in part prior to the date of the Corporate Event in which case the Committee may specify whether such exercise should be conditional upon the Corporate Event occurring.
• 26.3 An Option which is neither exchanged under Rule 0 nor exercised within the period specified in or pursuant to this Part F shall, unless otherwise determined by the Committee and specified in the notice given to Participants, lapse and cease to be exercisable at the end of that period.

EXCHANGE OF AWARDS

• 27.1 Where a Corporate Event has occurred (or the Committee considers that a Corporate Event is likely to occur), the Committee may determine that the provisions of Rule 0 will not apply to that Award and instead the Award will be exchanged on the terms set out in Rule 27.3 to the extent that:
  • 27.1.1 an offer to exchange an Award (the "Existing Award") is made by an Acquiring Company; or
  • 27.1.2 the Committee decides (before the relevant Corporate Event) that an Existing Award will be exchange on the terms set out in Rule27.3.
• 27.2 The provisions of this Rule 0 shall apply automatically to Awards on the occurrence of an Internal Reorganisation.
• 27.3 If this Rule 27.3 applies, the Existing Award will be exchanged in consideration for the grant of a new award which, in the opinion of the Committee is equivalent to the Existing Award, but relates to shares in a different company (whether the Acquiring Company or a different company). Following the exchange of the Existing Award, the Existing Award will automatically lapse and the Participant shall cease to have any rights to receive or acquire Shares (or cash) in respect of it.
• 27.4 The Committee may determine whether and how any Post-Employment Holding Period or other specific terms of the Existing Award will continue to apply following the exchange.
• 27.5 The provisions of this Part F have effect subject to this Rule 0.
• 27.6 For the avoidance of doubt, where the Committee has determined that the provisions of this Rule 0 shall apply, any exchange of Existing Awards will occur automatically and will not require the agreement of the relevant Participant.

PART G

AMENDMENTS

VARIATION OF SHARE CAPITAL

• 28.1 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 (provided that the Shares do not become Vested Shares under any of the provisions of Part F) or if there is any other variation in the share capital of the Company that may, in the opinion of the Committee affect the value of an Award, the Committee may make such adjustment as it considers appropriate:
  • 28.1.1 to the aggregate number, amount or description of Shares subject to any Award; and/or
  • 28.1.2 where Award Shares have become Vested Shares but no Shares have been issued or transferred in respect of an Award, to the number of Shares which may be so issued or transferred, rounded down to the nearest whole number.
• 28.2 The Committee shall notify every Participant affected by an adjustment under Rule 28.1 as soon as reasonably practicable after making the adjustment.

ALTERATION OF THIS PLAN

• 29.1 Subject to the remaining provisions of this Rule 0, the Committee may alter or amend any of the provisions of this Plan in any respect.
• 29.2 Subject to Rule 29.3, no alteration or amendment shall be made under Rule 29.1 to the advantage of existing or new Participants to the provisions relating to:
  • 29.2.1 eligibility to participate;
  • 29.2.2 the overall limitations on the making of Awards;
  • 29.2.3 the basis for determining Participants' entitlements to, and the terms, of the Shares or cash comprised in an Award;
  • 29.2.4 the adjustment of rights in the event of a variation of the Company's ordinary share capital; or
  • 29.2.5 Rules 29.2 or 29.3,

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

• 29.3 Rule 29.2 shall not apply to the extent that an alteration or amendment is in the opinion of the Committee a minor amendment:
  • 29.3.1 to benefit the administration of this Plan;
  • 29.3.2 to take account of any change in legislation; or
  • 29.3.3 to obtain or maintain favourable tax, exchange control or regulatory treatment for existing or new Participants, the Company or any member of the Group.
• 29.4 No amendment to the material disadvantage of existing rights of Participants will be made under Rule 29.1 unless:
  • 29.4.1 every Participant who may be affected by such amendment has been invited to indicate whether or not they approve the amendment; and
  • 29.4.2 the amendment is approved by a majority of those Participants who have so indicated.
• 29.5 Details of any alteration or addition shall be given to any affected Participant as soon as reasonably practicable.

PART H

MISCELLANEOUS

DATA PROTECTION

• 30.1 To the satisfaction and under the direction of the Committee, all operations of this Plan and each Award 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:
  • 30.1.1 the Group's reasonable freedom to operate this Plan and for connected purposes; and
  • 30.1.2 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.
• 30.2 Relevant Employees and each Participant shall be made aware of applicable provisions in respect of Personal Data made under Rule 30.1 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 Committee, if necessary with the agreement of any independent joint data controller that will be party to those communications and measures.

RELATIONSHIP WITH CONTRACT OF EMPLOYMENT

• 31.1 The making of an Award shall not form part of a Participant's entitlement to remuneration or benefits pursuant to their contract of employment and benefits under this Plan shall not be pensionable.
• 31.2 Benefits provided to a Participant under this Plan shall not form part of the Participant'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 Participant under the terms of their contract of employment with any member of the Group shall not be affected by their participation in this Plan.
• 31.3 A Participant 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 Participant 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.
• 31.4 A Participant 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.

SERVICE OF DOCUMENTS

• 32.1 Any notice or document to be given by, or on behalf of, the Company to a Participant in accordance or in connection with this Plan shall be duly given:
  • 32.1.1 if the Participant is an Employee at that date, by delivering it to them at their place of work;
  • 32.1.2 by sending it by first-class post to the address last known to the Company to be the Participant'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
  • 32.1.3 by sending an email to a current email address at their place of work or to the email address last provided by the Participant 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.

32.2 Any notice or document to be given by the Participant 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 Participant.

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.

THIRD PARTY RIGHTS

Except as otherwise expressly stated to the contrary, neither this Plan nor the making of any Award 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 a Participant and that Act shall not apply to this Plan nor to the terms of any Award.

OVERSEAS JURISDICTIONS

The Company may establish schedules to, or sub-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 Awards made under such schedules or sub-plans are subject to the limits set out in Rule 0.

SEVERANCE

If any provision of this Plan would be illegal or void in any jurisdiction, then to the extent relevant, in relation to that jurisdiction 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.

APPENDIX I

CASH AWARDS

The Rules of this Plan shall apply to an Award which is specified by the Committee on the Grant Date to be granted as a Cash Award as if it was a Contingent Share Award, except as modified by the terms set out in this Appendix I.

Where there is any conflict between the rules of this Plan and this Appendix I, the terms of this Appendix I shall prevail.

1. The Committee may grant or procure the grant of a Cash Award.

Each Cash Award shall relate to a given number of notional Shares.

On the Release Date of the Cash Award, the holder of that Cash Award shall be entitled to a cash sum which shall be equal to the Cash Value of the notional Vested Shares, where the "Cash Value" of a notional Share is the market value of a Share on the Release Date of the Cash Award. For the purposes of this Appendix I, the market value of a Share on any day shall be determined on such reasonable basis as the Committee determines.

Rule 0 shall apply to any sum payable under paragraph 3 above.

For the avoidance of doubt, a Cash Award shall not confer any right on its holder to receive Shares or any interest in Shares.