Gym Group PlcLSE: GYM

Draft SIP Trust Deed and Plan Rules

Apr 8, 2026 at 12:53 PM UTC · MarketScreener

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The Gym Group plc Trust Deed and Rules of the Gym Group plc Share

Incentive Plan

Board adoption: [●]

Shareholder approval: [●]

PricewaterhouseCoopers LLP, 1 Embankment Place, London, WC2N 6RH T: +44 (0) 20 7583 5000, F: +44 (0) 20 7822 4652, https://www.pwc.co.uk

PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH.PricewaterhouseCoopers LLP is authorised and regulated by theFinancial Conduct Authority for designated investment business.

Table of contents

TRUST DEED 1

Interpretation 1
Object of Trust 2
Achieving object of Trust 2
Unused funds 3
Right to deal with reconstructions, etc. 4
Accountability for PAYE and other deductions 4
Maintenance of Trust records 5
Securities and title 5
Application of Plan to Subsidiary 5
Duties of Participating Companies 6
Protection of Trustees 6
Additional powers 7
Proceedings of Trustees 8
Administration 9
Remuneration and interests of Trustees 9
Permitted dealings of Trustee 10
Number, appointment, removal and retirement of the Trustee 10
Delegation of administration by Company and other matters 11
Duration and winding up of Plan 12
Supremacy of Trust Deed over Rules 12
Governing law and jurisdiction 12
Amendment of Trust Deed and Rules 13
General provisions 13

Schedule: The Rules 15

Interpretation 15
Purpose of Plan 22
Participation on same terms 22
Part I - Free Shares 23
Issue 0f agreements 23
Appropriation of Free Shares by reference to performance 24
Performance Targets 25
Appropriation of Free Shares 26
Restrictions on dealings in, and permitted transfers of, Free
Shares 26
Cessation of Relevant Employment and transfer of Free Shares 27
Part II - Partnership Shares 29
Partnership Shares Agreements 29
Acquisition of Partnership Shares 32
Transfer or sale of Partnership Shares 33
Cessation of Relevant Employment 33
Part III - Matching Shares 35
Notification of Matching Shares 35
Appropriation 0f Matching Shares 35
Restrictions on dealings in, and permitted transfers of, Matching Shares 36
Cessation of Relevant Employment and early withdrawal of Partnership Shares 36
Part IV - Dividend Shares 38
Provision of Dividend Shares 38
Amount and type of Dividend Shares 38
Notification of acquisition of Dividend Shares 39
Restrictions on dealings in, and permitted transfers of, and sale of, Dividend Shares 39
Cessation of Relevant Employment 39
Part V - General requirements 41
Requirements generally applicable to Plan Shares 41
Limit on funding of Plan 43
Permitted dealings in Free Shares, Matching Shares and Dividend Shares 44
Receipts by Trustees 44
Exercise of voting rights attaching to Plan Shares 44
Company Reconstructions 45
Rights Issue 46
Duty to account for PAYE on cash amounts 46
Duty to account For PAYE on transfers of assets 47
Apportionment of Capital Receipts 47
Termination of Plan 48
Notices 48
Fractional entitlements 49
Protection of Trustees 49
Application for listing and admission to trading of Plan Shares 49
Relationship of Plan to contract of employment 49
Alterations 50
Data Protection 50
Rectification of errors 50

‌TRUST DEED dated

BETWEEN:

The Gym Group plc (incorporated in England and Wales under company number 08528493) whose registered office is at 2nd Floor, Arding & Hobbs, 7 St. John's Road, London SW11 1QN ("the Company");
MUFG Corporate Markets Trustees (UK) Limited incorporated in England and Wales under company number 02729260) whose registered office is situated at Central Square, 29 Wellington Street, Leeds LS1 4DL (the "Trustee"); and
The Gym Limited (incorporated in England and Wales under company number 05659669) whose registered office is at 2nd Floor, Arding & Hobbs, 7 St. John's Road, London SW11 1QN.
PRELIMINARY:
1. The Company has established a share incentive plan which meets the legislative requirements of Schedule 2 and constitutes an Employees' Share Scheme (the "Original Plan").
2. The Original Plan was adopted by the Directors on 14 October 2015 and is governed by a trust deed and rules dated 23 March 2016 (the "Original Trust Deed" and the "Original Rules").
3. The Trustee is the current sole trustee of the Original Plan.
4. Pursuant to the prospectus relating to the admission of the Company's shares to trading on the London Stock Exchange, no awards may be made under the Original Plan after 14 October 2025.
5. The Company wishes to establish a replacement share incentive plan under Schedule 2 for the grant of awards from 15 October 2025 onwards (the "Plan").
6. The Trustee agrees that it shall act as the trustee of the Plan as if it were a continuation of the Original Plan, pursuant to this Trust Deed and the Rules set out in the Schedule, which shall supersede the Original Trust Deed and the Original Rules, except in respect of any awards granted under the Original Rules, which shall remain subject to the Original Trust Deed and Original Rules.
7. Subsequent to its initial adoption, the Company has sought shareholder approval of the Plan, such that it will be possible to use newly issued shares in conjunction with the Plan from the date of shareholder approval onwards.
  THE TRUST DEED WITNESSES as follows:
  1. ‌Interpretation
    ‌
    In this Trust Deed, unless the context otherwise requires, the definitions set out in Rule 1.1 of the Schedule shall apply and the following words and expressions shall have the following meanings:
    
    Charitable exclusively charitable under English law;
    Corporate Trustee
    any Trustee which is a body corporate in any relevant jurisdiction which has been appointed as a trustee pursuant to this Trust Deed;
    Schedule the schedule to this Trust Deed;
    Trust the trusts established by the Original Trust Deed and continued pursuant to this Trust Deed;
    Trust Deed this trust deed in its present form or as amended from time to time;
    Trust Fund all assets from time to time held subject to this Trust Deed, including (without limitation):
    1. all assets which were held subject to the Original Trust Deed as at the date of this Trust Deed;
    2. any assets from time to time added to such sum by way of accumulation of income, capital accretion or otherwise and whether contributed by the Company or a Subsidiary; and
    3. all assets from time to time representing or derived from such sum or property as is referred to in sub-paragraphs (a) and (b) above
      and unless the context otherwise requires a reference to the Trust Fund shall include a reference to the whole or any part or parts of the Trust Fund;
      Trust Period the period beginning on the date of the Original Trust Deed and ending on the first to happen of the following, namely:
      1. the expiry of the perpetuity period which shall end eighty years from the date of the Original Trust Deed; and
      2. such date as the Trustees shall, with the prior written consent of the Directors, by deed declare to be the end of the Trust Period (not being a date earlier than the date of this Trust Deed) subject to termination of the Plan in accordance with Rule 34 of the Schedule; and
      Trustees the Trustee and/or any other person or persons appointed from time to time as trustee of the Trust pursuant to this Trust Deed until such time as such person ceases to be a trustee pursuant to this Trust Deed (and "Trustee" shall mean any one of the Trustees or a sole trustee, where the context so requires).
      ‌
      Unless otherwise specified, the interpretation provisions of Rule 1.2 of the Schedule shall apply.
      
      ‌
      References to clauses are to clauses of this Trust Deed.
  2. Object of Trust
    ‌All Plan Shares and any other assets held by the Trustees will be held upon trust for the Eligible Employees and/or Participants respectively entitled to them under the Plan subject to the provisions set out below and to the power of the Trustees to transfer or cause to be transferred to the person beneficially entitled to them any Plan Shares in accordance with the Plan.
  3. Achieving object of Trust
    Monies received from Participating Companies
    
    Subject to the provisions set out below the Trustees shall apply monies they receive from the Participating Companies in the acquisition of Shares for Appropriation or for the purposes of clause 4.1 and to hold such Shares once Appropriated and all other trust property deriving from such Shares on trust for the Participants to whom such Shares have been Appropriated and to apply and deal with the same in accordance with the Plan provided always that:
    1. the Trustees shall not dispose of a Participant's Free Shares during the Free Shares Holding Period or Matching Shares during the Matching Shares Holding Period (whether by transfer to the Participant or otherwise) except as provided by the Rules;
    2. the Trustees shall not (subject to the Rules) dispose of any of a Participant's Free Shares after the end of the Free Shares Holding Period, Matching Shares after the end of the Matching Shares Holding Period except pursuant to a direction validly given by or on behalf of the Participant or any person in whom the beneficial interest in those Shares is for the time being vested; and
    3. the Trustees shall deal with any right attaching to Free Shares or Matching Shares to be allotted or to acquire other shares, securities or rights of any description only pursuant to a written direction given by
    or on behalf of the Participant or any person in whom the beneficial interest in such Free Shares or Matching Shares is for the time being vested.
    Partnership Shares Money
    
    Subject to the provisions set out below the Trustees shall apply Partnership Shares Money in the acquisition of Partnership Shares and shall hold such shares once acquired on trust for the Participants on whose respective behalves they have been acquired and apply and deal with the same in accordance with the Plan provided always that:
    1. the Trustees shall not (subject to the Rules) dispose of a Participant's Partnership Shares (whether by transfer to the Participant or otherwise) except pursuant to a written direction validly given by or on behalf of the Participant or any person in whom the beneficial interest in those Partnership Shares is for the time being vested;
    2. the Trustees shall deal with any right attaching to Partnership Shares to acquire other shares securities or rights of any description only pursuant to a written direction given by or on behalf of the Participant or any person in whom the beneficial interest in the Partnership Shares is for the time being vested.
    Dividend Shares
    
    The Trustees shall hold Dividend Shares once acquired on trust for the Participants on whose respective behalves they have been acquired and apply and deal with the same in accordance with the Plan provided always that:
    1. the Trustees shall not dispose of a Participant's Dividend Shares during the Dividend Shares Holding Period (whether by transfer to the Participant or otherwise) except as provided by the Rules;
    2. the Trustees shall not (subject to the Rules) dispose of a Participant's Dividend Shares (whether by transfer to the Participant or otherwise) except pursuant to a written direction validly given by or on behalf of the Participant or any person in whom the beneficial interest in those Shares is for the time being vested; and
    3. the Trustees shall deal with any right attaching to Dividend Shares to acquire other shares, securities or rights of any description pursuant only to a written direction given by or on behalf of the Participant or any person in whom the beneficial interest in such Dividend Shares is for the time being vested.
    Dividends on Shares not Awarded
    
    The Trustees shall not demand or in any way enforce payment of any dividends which would otherwise be payable on any Shares for the time being comprised within the Trust Fund which are not held for the benefit of a Participant and the Trustees hereby waive any entitlement thereto but where the Company decides to pay dividends on such Shares the Trustees shall retain such dividends to be used for the general purposes of the Plan.
  4. ‌Unused funds‌
    Trustees to apply unused funds for costs etc.
    
    Where pursuant to the Plan the Trustees hold any monies, shares, securities or other assets which represent or represent income derived from:
    1. any monies or assets received from the Participating Companies for the purposes of the Plan but which have not been applied and which are not required to be applied under the Plan for an Appropriation; or
    2. any Capital Receipt of less than £3 which would be distributable to a Participant save for the provisions concerning such sums in the Rules; and
    3. any assets relating to the Plan (including any amounts specifically paid to the Trustees as a contribution to any costs, charges and expenses incurred in connection with the establishment and operation of the Plan) which are not held for the benefit of a Participant in consequence of an Appropriation to them or any acquisition of Partnership Shares by them and which are not required to be applied under the Plan;
    the Trustees:
    1. may apply such assets or the sale proceeds thereof in or towards any reasonable costs, charges and expenses of the Plan (including for the avoidance of doubt any amounts necessary to facilitate the Award of Partnership Shares) and may during the Trust Period and subject to the law relating to accumulations accumulate any income thereon and hold the same for the general purposes of the Plan and shall notify the Company on request of all amounts and assets held for such purposes; or
    2. to the extent permitted under Schedule 2, shall, if so directed by the Company, sell such assets and account to the Participating Companies in such proportions as directed by the Company for the sale proceeds thereof.
    Trustees to account for monies upon termination of Plan
    
    If at any time the Plan is terminated the Trustees shall:
    1. account to the Participating Companies as instructed by the Company for any unused monies then held on trust pursuant to clause 4.1; and
    2. if instructed by the Company, convert into money any trust property held on trust pursuant to this Trust Deed and which are not either Partnership Shares, or Dividend Shares nor Appropriated to Participants and shall account for such money to the Participating Companies as instructed by the Company.
    Notwithstanding such termination the Trustees shall continue to administer the Trust Fund in accordance with this Trust Deed and the Rules. At the earlier of the expiry of the Trust Period and the third anniversary of the termination of the Plan the Trustees shall convert into money any trust property held on trust pursuant to this Trust Deed and which are not either Partnership Shares, or Dividend Shares nor Appropriated to Participants and shall pay such money to such one or more Charitable organisations and if more than one in such proportions as the Trustees shall, in their absolute discretion determine. The receipt of the proper officer of the recipient Charitable organisation shall be a valid discharge of the Trustees for the benefit received by them.
  5. ‌Right to deal with reconstructions, etc.
    Trustees to act on Participant's directions
    
    The Trustees may at any time on behalf of any Participant who has given a direction to the Trustees under the Rules (but not otherwise) enter into any compromise or arrangement with respect to or may release or forbear to exercise all or any of its rights as shareholder whether in connection with a scheme of reconstruction or amalgamation or otherwise and may accept in or towards satisfaction of all or any of such rights such consideration as such Participant shall direct whether in the form of cash, stock, shares, debentures, debenture stock or obligations or securities without the Trustees being in any way liable or responsible for any loss resulting from complying with any such direction or any liability or increased liability of such Participant to tax or in respect of any inadequacy or alleged inadequacy in the nature or amount of such consideration.
    Trustees to use reasonable endeavours to obtain directions
    
    The Trustees shall use reasonable endeavours to notify Participants in respect of any matters affecting the rights of holders of Plan Shares and to seek their directions accordingly.
    No liability for acting on directions
    
    ‌The Trustees shall not be liable or responsible for any loss or any liability or increased liability of a Participant to tax arising out of the failure of such Participant to give a direction to the Trustees or the failure of such Participant to give a direction to the Trustees within a particular time or if the Participant has directed the Trustees to use their discretion in any way arising out of the bona fide exercise by the Trustees of that discretion.
  6. Accountability for PAYE and other deductions
    Either the Company, any Participating Company or the Trustees shall account to HM Revenue & Customs or other authority concerned for any amounts deducted from payments made, or assets transferred, pursuant to the Plan in respect of income tax or any other deductions required by statute or regulations made thereunder.
  7. ‌Maintenance of Trust records
    Trustees to procure preparation of Trust records
    
    The Trustees shall maintain all necessary accounts (including the accounts of individual employees), records and other documents necessary to carry out their obligations in connection with:
    1. the proper administration of the Plan (including maintaining records of employees who have been participants in more than one share incentive plan which meets the legislative requirements under Schedule 2 and established by the Company or a Connected Company); and
    2. the PAYE obligations of the employer company (as that expression is defined in section 510(7) of ITEPA 2003) so far as they relate to the Plan.
    Trustees to keep records of PAYE deductions
    
    The Trustees shall keep records of all PAYE deductions, including payments to the Participating Companies in respect of PAYE obligations.
    Trustees to submit Trust records to Company
    
    The Trustees shall submit to the Company such reports or other information as it may reasonably require for the purpose of ensuring that the Plan is properly administered and without prejudice to the generality of the foregoing the Trustees shall, at the Company's request, submit to the Company copies of all documents or electronic submissions including, where the Trustees have been appointed agent for submission of online annual returns, the annual returns which have been supplied to HM Revenue & Customs within twenty-one days of their being so supplied. Except where required by applicable laws, request from a regulator or as a result of a corporate event, the Company shall not request such copies more than once in any calendar year.
    Company's right to inspect Trust records
    
    The Company shall at all times be entitled on service of three days' written notice or such other period as otherwise agreed between the Company and the Trustees to inspect all accounts, documents and records maintained by the Trustees for the purposes of the Plan and may at any time, at its absolute discretion and at its own expense, audit or cause to be audited those accounts, documents and records.
  8. ‌Securities and title
    Securities may be placed in custody
    1. The Trustees may place the documents of title for the time being in its possession in any bank or safe deposit and shall not be responsible for any losses incurred by so doing.
    2. The Trustees may allow any Shares to be registered in the name of an appointed nominee or custodian.
    More than one Trustee may be registered proprietor
    
    At any time when there is more than one Trustee, the Trustees shall be entitled to procure that any one or more of them may be registered as proprietor of any property held by them on trust pursuant to this Trust Deed.
  9. ‌Application of Plan to Subsidiary
    Extension of Plan to Subsidiary‌
    
    The Plan may with the consent of the Company be extended to any Subsidiary by a deed of adherence in a form approved by the Directors executed by that Subsidiary, the Company and the Trustees.
    ‌
    Circumstances where Plan may cease to apply to Subsidiary
    
    The Plan shall cease to extend to a Participating Company (other than the Company) when:
    1. such Participating Company ceases to be a Subsidiary; or
    2. a notice is served by the Company upon the Trustees and the Participating Company that the Plan shall cease to apply to that Participating Company; or
    3. a Participating Company withdraws from the Plan on such conditions as may be agreed by the Company,
    but such cessation shall not affect the subsisting rights of Participants which have arisen under the Plan prior to such cessation.
    Trustees not liable to account to former Participating Companies
    
    Where the Plan ceases to extend to a Participating Company in accordance with clause 9.2 then the Trustees shall not be liable to account to such Participating Company for any unused monies then held on trust pursuant to clause 4.1.
  10. ‌Duties of Participating Companies
    Duty to contribute sums and provide information
    
    If and so long as any company is a Participating Company it shall:
    1. contribute and pay to the Trustees such sums as are required by the Trustees to purchase or subscribe for Shares to be Awarded to Participants of that Participating Company together with a fair proportion of the sums required to meet:
      1. the reasonable expenses of the Trustees in operating and administering the Plan; and
      2. any remuneration payable to the Trustees
    2. to the extent that such expenses and remuneration cannot be met out of such of the assets held by the Trustees as are applicable for that purpose; and
    3. provide the Trustees with all information reasonably required from them for the purposes of the administration and operation of the Plan in such form as the Trustees may reasonably require.
    Continuing liability of former Participating Companies
    
    ‌Any company that ceases to be a Participating Company shall remain liable to meet its fair proportion of the expenses of the Trustees.
  11. Protection of Trustees
    Limited liability for monetary obligations
    
    Providing the Trustees did not perpetrate any fraud, wilful misconduct or negligence the Trustees shall not be liable to satisfy any monetary obligations under the Plan (including but without prejudice to the generality of the foregoing any monetary obligations to Eligible Employees) beyond the sums of money (including
    income) from time to time in their hands or under their control as Trustees of the Plan and properly applicable for that purpose.
    Trustees to comply with Company's directions
    
    ‌Providing the Trustees would not hereby perpetrate any fraud, wilful misconduct or negligence the Trustees shall comply with any directions given by the Company (including for the avoidance of doubt any person to whom any delegation under clause 18.1 has been made) under the Plan and shall not be under any liability in respect of such compliance to the Company (or such other person under clause 18.1) or to any Participating Company or to any Eligible Employee or to any Participant.
    Indemnity
    
    Unless agreed otherwise between the Company or any Participating Company and the Trustees, the Company shall pay to or reimburse the Trustees all expenses properly incurred by them in connection with the Trust and
    shall fully indemnify the Trustees and the directors, officers and employees of a Corporate Trustee against all actions, claims, losses, demands, proceedings, charges, expenses, costs, damages, taxes, duties and other liabilities incurred by them in connection with the Trust or in connection with the proper administration and operation of the Plan provided that the Trustees shall not be paid, reimbursed or indemnified in respect of:
    1. any sum which can either be recovered under clause 4.1 by the Trustees out of the assets held subject to the Plan or from other Participating Companies or former Participating Companies; and
    2. any fraud, wilful misconduct, or in the case of a Trustee receiving remuneration for acting as a Trustee, negligence by it or any of its directors, officers or employees.
    In addition, the Trustees shall have the benefit of all indemnities conferred on trustees by the Trustee Act 1925, the Trustee Act 2000 and generally by law. No Corporate Trustee shall be personally liable for any breach of trust (other than through fraud or wilful wrongdoing) over and above the extent to which that Corporate Trustee, or the officers and employees of that Corporate Trustee, are indemnified by the Participating Companies in accordance with this clause.
    No obligation to become involved in management
    
    The Trustees shall not be under any obligation to:
    1. become a director or other officer, or interfere in the management or affairs, of any company, any of the shares, debentures, debenture stock or securities which are held on trust pursuant to this Trust Deed or of any company associated with any such company, notwithstanding that the Trustees may have (whether directly or indirectly) a substantial holding in, or control of, any such company; or
    2. seek information about the affairs of any such company
    but may leave the conduct of the affairs of any such company to its directors, officers or other persons managing the company provided the Trustees have no actual notice of any act of dishonesty on the part of such persons in connection with the management of such company.
  12. ‌Additional powers
    Additional powers of Trustees
    
    In addition and without prejudice to the powers vested in them by the other provisions of this Trust Deed and by law, the Trustees shall have the following powers and discretions:
    1. to agree with the Company all matters relating to the operation and administration of the Trust and so that no person claiming an interest under the Trust shall be entitled to question the legality or correctness of any arrangement or agreement made between the Company and the Trustees in relation to such operation and administration;
    2. from time to time in writing to authorise such other person or persons whether or not a Trustee, as the Trustees shall think fit to draw and endorse cheques and to give receipts and discharges for any monies or other property payable transferable or deliverable to or by the Trustees and every such receipt or discharge shall be as valid and effectual as if such receipt or discharge was given by the Trustees and the production of such written authority of the Trustees shall be a sufficient protection to any person taking any such receipt or discharge and (unless that person shall have received express notice in writing of the revocation of the authority) they shall be entitled to assume and act upon the assumption that the authority remains unrevoked;
    3. at any time, to borrow or raise money only for the purpose of subscribing for or purchasing Shares or any other purpose for which money may be applied under this Trust Deed. Any loan made by a Participating Company to the Trustees shall be on such terms as the Participating Company and the Trustees agree;
    4. to make any payment to any Participant into the Participant's bank account and the Trustees shall be discharged from obtaining a receipt or seeing the application of any such payment; and
    5. to pay any amount, whether income or capital, intended to be paid to any minor to their parent or guardian, whose receipt shall be a valid discharge of the Trustees.
    Trustees' power to invest monies etc.
    
    Subject to any provision to the contrary in the Rules the Trustees shall in respect of monies or other assets not held on trust for a Participant have the same full and unrestricted powers of investing and transposing investments and laying out monies in all respects as if they were absolutely entitled to them beneficially and without regard to any requirement as to diversification.
    Trustees' power of sale
    
    Subject to any provision to the contrary in the Rules the Trustees shall in respect of any assets not held on trust for a Participant have all the powers of sale of a beneficial owner in respect of such assets.
    Trustee Act 2000
    
    Sections 4 and 5 of, and paragraph 1 of Schedule 1 to, the Trustee Act 2000 shall not apply.
  13. ‌Proceedings of Trustees
    Scope of clause
    
    The following provisions of this clause 13 shall govern the proceedings of the Trustees as long as there is more than one Trustee.
    Regulations for conduct of business
    
    The Trustees shall meet together and, subject to the following provisions of this clause 13, make such regulations for the conduct of their business as they determine.
    Quorum for meetings of Trustees
    
    The quorum for any meeting of the Trustees shall be two. A meeting of the Trustees at which a quorum is present shall be competent to exercise all the powers and discretions exercisable by the Trustees generally.
    Majority voting of Trustees
    
    At any meeting of the Trustees, all questions shall be decided by a majority of the votes of the Trustees present and voting thereon. In the event of an equality of votes, the chairman of the meeting, if any, shall have a second or casting vote. In the event of an equality of votes on the election of a chairman at any meeting, the chairman shall be chosen by lot.
    Minutes of meetings
    
    The Trustees shall cause proper minutes to be kept and entered in a book provided for the purpose of all their resolutions and proceedings and any such minutes of any meeting of the Trustees, if purported to be signed by the chairman of such meeting or by the chairman of a subsequent meeting, shall be admissible as prima facie evidence of the matters stated in such minutes.
    Written resolutions of Trustees
    
    A resolution in writing signed by all the Trustees shall be as valid and effective as if it had been passed at a meeting of the Trustees and the same may consist of two or more documents in similar form each signed by one or more of the Trustees.
    Sole Trustee
    
    In the case of a sole Trustee, that sole Trustee may make decisions alone; however, the sole Trustee must keep a record in the form of a trustee resolution of all decisions made.
  14. ‌Administration
    Delegation
    
    Where there is more than one Trustee, they may from time to time delegate any business to any one or more of their number.
    Professional advice
    
    The Trustees may employ and act on the advice or opinion of any solicitor, accountant or other person engaged in any profession or business whether such advice was obtained by the Trustees or by the Company. Providing the Trustees did not perpetrate any fraud, wilful misconduct or negligence the Trustees shall not be responsible for any loss arising by its acting on that advice.
    Trustees' agents
    
    The Trustees may employ on such terms as the Company may agree as to remuneration any agent to transact any business in connection with the Plan and the Trustees shall not be liable for any loss arising by reason of the fraud or negligence of such agent, providing the Trustees did not perpetrate of any such fraud, wilful misconduct or negligence.
    Trustees may execute deeds etc.
    
    The Trustees may execute or authorise the execution or delivery by any agent of them of any trust, deeds, documents or other instruments by the impression of the Trustees' signatures (where there is more than one Trustee) or (in the case of a sole Corporate Trustee) by the signature of (i) two directors of the Corporate Trustee; (ii) one director and the secretary of the Corporate Trustee or (iii) one director of the Corporate Trustee before a witness who attests their signature , in writing, printing, lithograph, photocopying and other modes of representing or reproducing words in a visible form and may authorise the delivery of such instruments on their behalf.
  15. ‌Remuneration and interests of Trustees
    Individual Trustees
    
    Any Trustee who is an individual shall be entitled to receive and retain as remuneration for their services under this Trust Deed such sum or sums as a Participating Company may from time to time resolve to pay to them notwithstanding that they are also an officer or employee of a Participating Company and they shall not be disqualified from voting or taking part in any decision of the Trustees on any matter by virtue of any personal or beneficial interest (actual or prospective) therein.
    Professional Trustees
    
    Any Trustee who is a solicitor, accountant or other person engaged in any profession or business shall be entitled to charge and be paid all normal professional charges and any other expenses for business transacted, services rendered or time spent personally or by the Trustee's firm in connection with the Plan, including acts which a Trustee not engaged in any profession or business could have done personally.
    Corporate Trustee
    
    Any Trustee which is a company shall be entitled to charge and be paid such reasonable remuneration or charges as shall from time to time be agreed in writing between the Company and such company and any such company (being a bank) shall be entitled subject to the written consent of the Company, to act as banker and perform any services in relation to the Plan on the same terms as would be made with a customer in the ordinary course of its business as a banker without accounting for any resultant profit including without prejudice to the generality of the foregoing retention of its customary share of brokerage commission. The Company and Corporate Trustee will act in accordance with any terms and conditions in force from time to time as agreed between them.
    Right to be employed by Company
    
    ‌Any Trustee or any officer of a Corporate Trustee may be employed by, or be appointed an officer of, the Company or any Subsidiary and shall be entitled to keep for their benefit such remuneration, or any other benefit as they may receive by virtue of such position and shall not be liable to account for any such benefit.
  16. Permitted dealings of Trustee
    Trustee permitted to hold shares etc.
    
    No Trustee (nor any director or other officer of a company acting as a Trustee) shall be precluded from acquiring, holding or dealing with any shares, debentures, debenture stock or securities of the Company or any other Participating Company or any other company in which the Trustees may be interested or from entering into any contract or other transaction with the Company or any other Participating Company or any such other company or being interested in any such contract or transaction. No Trustee (nor any director or other officer of a company acting as a Trustee) shall be liable to account to any Eligible Employee or Participant or, where there is more than one Trustee, to any other Trustee or the Company or any other Participating Company or such other company for any profits so made or benefits so obtained by them.
    No requirement to account for benefits
    
    ‌The Trustees (and any director or other officer of a company acting as a Trustee) who is or becomes an Eligible Employee or Participant may retain all benefits to which they become entitled under the Plan and shall not be liable to account for any such benefit.
  17. ‌Number, appointment, removal and retirement of the Trustee
    Trustee minimum number
    
    The minimum number of Trustees shall be:
    1. in the case of a Corporate Trustee, one; and
    2. in any other case, three
    and while the number of Trustees is below the minimum number, any continuing Trustees shall not be entitled to exercise any power or discretion under this Trust Deed and any purported exercise of such power or discretion in those circumstances shall be invalid.
    Statutory power to appoint new and additional trustees
    
    The statutory power of appointing new and additional trustees contained in section 36 of the Trustee Act 1925 shall be vested in the Company and may be exercised by a resolution of the Directors or in writing signed by a person duly authorised by a resolution of the Directors.
    Power to appoint additional trustees
    
    In addition to the statutory power of appointing new and additional trustees, the Company shall have the power by a resolution of the Directors or in writing signed by a person duly authorised by a resolution of the Directors to appoint additional trustees.
    Company ceasing to exist
    
    If the Company ceases to exist otherwise than in consequence of a reconstruction or amalgamation, all powers of appointing and removing a trustee shall become vested in the Trustees.
    Removal of Trustees
    
    The Company may by a resolution of the Directors or in writing signed by a person duly authorised by a resolution of the Directors, notice of which, in either case, is given to the Trustees, and without giving any reason for the removal, remove a Trustee from office, but not so as to reduce the number of Trustees below
    the minimum number specified in clause 17.1. If no later date is specified in the notice, such removal shall take place immediately on the receipt of the notice by the Trustees. If a later date is specified in the notice, such removal shall take place on the later of the receipt of the notice by the Trustees and the date specified in the notice.
    Retirement of Trustees
    
    A Trustee may retire by giving the Company written notice of their desire to retire but not so as to reduce the number of Trustees below that specified in clause 17.1.
    If the requirements of clause 17.1 will continue to be satisfied such notice shall take effect at the expiry of three months or such other period as may be agreed in writing by the Company after the date of such notice.
    If the requirements of clause 17.1 will not continue to be satisfied, the Company shall, within three months after the giving of such notice, appoint an additional trustee. If the Company fails to do so within such period, the retiring Trustee may by deed appoint an additional trustee and their retirement shall thereupon become effective.
    Death of Trustee
    
    If following the death of a Trustee, the Company fails to appoint a new trustee within three months of the Trustee's date of death and there are at that time fewer than the minimum number of Trustees specified in clause 17.1, the remaining Trustees may, in their absolute discretion, appoint an additional trustee but not so as to exceed the minimum number of Trustees.
    Transfer of Trust property following removal or retirement of Trustee
    
    Forthwith following their removal or retirement as a Trustee, the outgoing Trustee shall transfer all property held by them subject to the Plan and deliver all documents in their possession relating to the Plan to the Trustees and shall execute all such documents and do all such things as may be necessary to give effect to their removal or retirement.
    Section 37 of the Trustee Act 1925
    
    Section 37(1)(c) of the Trustee Act 1925 shall apply to the Plan as if all references in that section to a trust corporation were references to any company authorised by its memorandum and articles to undertake trust business.
    Residence of the Trustees
    
    The Company shall ensure that all the Trustees or any Corporate Trustee shall at all times be resident for tax purposes in the United Kingdom.
  18. ‌Delegation of administration by Company and other matters
    Delegation of administration‌
    
    The Company or the Directors may at any time delegate in writing to the directors of any Participating Company or to any Participating Company's duly authorised officers any of its powers and duties under this Trust Deed or any business including the exercise of any discretion provided always that the Company shall not delegate the duties imposed on it or the rights given to it under clauses 9.1, 11.3, 17.2, 17.3, 17.5 or 22.
    Exercise of powers
    
    Except as otherwise provided in this Trust Deed or in the Rules the powers and discretions exercisable by any Participating Company in relation to the Plan shall be exercisable in the case of the Company by the Directors and otherwise by resolution of the board of directors of such Participating Company or by a duly authorised committee thereof and a copy of any resolution signed or purporting to be signed by the secretary or any director of such company shall be sufficient authority to the Trustees to act thereunder.
    Information supplied by Participating Company
    
    ‌The Trustees shall be entitled, in the absence of manifest error, to rely without further enquiry on any information or advice supplied to it by any Participating Company in connection with the trust created by this Trust Deed.
  19. Duration and winding up of Plan
    Termination of Plan
    
    The Plan shall terminate on the earlier of:
    1. the expiry of the Trust Period; and
    2. the date specified in a plan termination notice validly issued under Rule 34
    and references throughout this Trust Deed to a termination of the Plan shall be taken to be a termination as herein provided.
    Outstanding liabilities
    
    On or after the termination of the Plan no further sums shall be paid to the Trustees by the Participating Companies save that all Participating Companies shall remain liable to pay their just proportion of the costs charges and expenses of the Plan and the indemnity in clause 11.3 shall continue to apply.
    Completion of obligations
    
    Following any termination of the Plan the Trustees shall remain responsible for the completion of their obligations under the Plan.
  20. ‌Supremacy of Trust Deed over Rules
    ‌The Trustee's rights duties and powers are regulated by this Trust Deed and by the Rules and in the case of inconsistency or conflict between the provisions of this Trust Deed and of the Rules the provisions of this Trust Deed shall prevail.
  21. Governing law and jurisdiction
    Governing law
    
    The formation, existence, construction, performance, validity and all aspects whatsoever (whether contractual or non-contractual) of or arising out of or in connection with this Trust Deed and the Rules or any term of this Trust Deed or any Rules shall be governed by and construed in accordance with English law.
    Jurisdiction
    
    ‌Subject to clause 21.3, the English courts shall have exclusive jurisdiction to settle any dispute, claim, action suit or proceeding (whether contractual or non-contractual) which may arise out of, or in connection with, this Trust Deed or the Rules or the legal relationships established by the same.
    Jurisdiction agreement for benefit of Company
    
    The Company retains the right to bring proceedings in the English courts or any other court of competent jurisdiction.
    Participant deemed to submit to such jurisdiction
    
    By applying for and/or accepting an Award and not renouncing it, a Participant is deemed to have agreed to submit to such jurisdiction.
  22. ‌Amendment of Trust Deed and Rules
    Amendment of Trust Deed and Rules
    
    The Company may, with the Trustees' prior written consent (such consent not to be unreasonably withheld or delayed), at any time and from time to time in the case of this Trust Deed by a supplemental deed and in the case of the Rules by resolution of the Directors amend, modify, or alter the Plan in any respect (such amendment modification or alteration being referred to in this clause 22 as a Modification) provided that:
    1. no Modification shall alter to the disadvantage of any Participant their rights which have accrued to them under the Plan before the date of such modification;
    2. no Modification shall modify or alter to the disadvantage of the Trustees the provisions for their protection and indemnity contained in the Plan without the written agreement of the Trustees;
    3. no Modification shall be made which would or might infringe any rule against perpetuities or which could result in the Plan ceasing to be an Employees' Share Scheme; and
    4. if an alteration is made in a key feature (as defined in paragraph 81B(8) of Schedule 2) of the Plan or this Trust Deed the annual return for the tax year must if required under Schedule 2 contain a declaration made by such persons as HM Revenue & Customs may require that the alteration has not caused the requirements of Parts 2 to 9 of Schedule 2 not to be met in relation to the Plan.
    Amendments to be binding
    
    ‌Any Modification made in accordance with the provisions of this clause 22 shall be binding upon all persons from time to time interested in the Plan including the Company and any Participating Company.
  23. General provisions
    Counterparts

This Trust Deed may be executed in any number of counterparts, and by the parties on separate counterparts, each of which when so executed and delivered shall be an original, but all the counterparts will together constitute one and the same Trust Deed.

Irrevocability

This Trust Deed is irrevocable.

EXECUTED by the parties as a deed and delivered on the date first mentioned above.

SIGNED as a deed by The Gym Group plc

acting by a director and its secretary:

Luke Tait

Director

Camille Skerritt

Secretary

MUFG Corporate Markets Trustees (UK) Limited acting by two directors:

Director

The Gym Limited

acting by a director and its secretary:

Luke Tait

Director

Camille Skerritt

Secretary

‌Schedule: The Rules

‌Interpretation
1. In this Schedule, unless the context otherwise requires, the following words and expressions have the following meanings:
  Accounting Period means an accounting reference period of the Company within the meaning of section 391 of the Companies Act 2006 or a new accounting reference period of the Company within the meaning of section 392 of the Companies Act 2006;
  Accumulation Period
  means a period determined at the discretion of the Directors, not exceeding 12 months which must be the same for all individuals entering into Partnership Shares Agreements;
  Appropriate means to confer a beneficial interest in Free Shares or Matching Shares on a Participant subject to the provisions of the Plan and the expressions "Appropriation" and "Appropriated" shall be construed accordingly;
  Associated Company
  means in relation to two companies if:
  1. one company has control of the other; or
  2. both are under the control of the same person or persons
    and for the purposes of this definition, "control" has the meaning as set out in sections 450 and 451 of the Corporation Tax Act 2010;
    Award means the award to Participants of any one or more of Free Shares, Partnership Shares or Matching Shares in accordance with the Plan and "Awards" and "Awarded" shall be construed accordingly;
    Capital Receipt means a receipt by the Trustees of money or money's worth of the type defined in section 502 ITEPA 2003;
    Company The Gym Group plc incorporated in England & Wales under company number 08528493;
    Connected Company
    1. a company which Controls or is Controlled by the Company or which is Controlled by a company which also Controls the Company; or
    2. a company which is a member of a Consortium owning the Company or which is owned in part by the Company as a member of the Consortium;
      Consortium has the meaning set out in section 99(3) of Schedule 2;
      Control has the meaning set out in section 995 of ITA 2007;
      Directors means the board of directors of the Company or a duly authorised committee thereof or a person duly authorised by the board of directors of the Company or such committee;
      Dividend Shares means Shares acquired with dividends paid in respect of Plan Shares as set out in Part IV of the Rules;
      Dividend Shares Appropriation Date
      Dividend Shares Holding Period
      means the date on which the Trustees acquire Dividend Shares pursuant to Rule 18.3;
      means the period beginning on the Dividend Shares Appropriation Date and ending on the earlier of the third anniversary of that date and the date on which the Participant ceases to have any Relevant Employment;
      Eligible Employee means in the case of Free Shares at a Free Shares Appropriation Date and in the case of Partnership Shares or Matching Shares:
      1. if there is no Accumulation Period, at the time the money for the acquisition of such Partnership Shares is deducted; and
      2. if there is an Accumulation Period, at the time of the first deduction of money for the acquisition of such Partnership Shares
    either:
    1. an individual who:
      1. is an employee of a Participating Company; and
      2. has been such an employee (or has otherwise been an employee of a Qualifying Company) at all times during any Qualifying Period; and
      3. has earnings in respect of their office or employment with a Participating Company which are (or would be if there were any) general earnings to which section 15 of ITEPA 2003 applies; and
      4. does not at the same time participate in an award under a share incentive plan which meets the legislative requirements of Schedule 2 (other than the Original Plan or the Plan) established by the Company or a Connected Company (which for the avoidance of doubt shall include where an employee would have participated but for their failure to obtain a Performance Allowance)
        Employees' Share Scheme
        Employer Company
        Excess Matching Shares
        Excess Partnership Shares
        or
    2. an individual who satisfies the requirements at (a) above, excluding (ac), whom the Directors have, in their absolute discretion, determined should be included;
    has the meaning set out in section 1166 of the Companies Act 2006;
    means the company with whom a Participant has or had an employment which qualifies them as an Eligible Employee;
    means Shares that were Matching Shares when they were Appropriated but that cease to so qualify because the Relevant Amount has been exceeded;
    means Shares that were Partnership Shares when they were acquired but that cease to so qualify because the Relevant Amount has been exceeded;
    Forfeiture Period means the period(s) determined by the Directors pursuant to paragraph 7 of Rule 4.3, or paragraphs 5 or 6 of Rule 14.2, as appropriate, provided that the period(s) shall not exceed three years from the relevant date of Appropriation;
    Free Shares means the Shares entitlement to which is as set out in Part I of the Rules;
    Free Shares Agreement
    Free Shares Appropriation Date
    Free Shares Closing Date
    Free Shares Holding Period
    Free Shares Notification
    Initial Market Value
    means an agreement issued by the Directors under Rule 4.1;
    means the date on which the Trustees Appropriate Free Shares to a Participant;
    means in relation to:
    1. a Free Shares Agreement, the date specified in the Free Shares Agreement by which the Free Shares Agreement must be returned to the Company;
    2. a Free Shares Notification, the date specified in the Free Shares Notification by which the Eligible Employee must notify the Company (or a third party administering the Plan on behalf of the Company) that they do not wish to receive an Award of Free Shares;
    means the period beginning on the Free Shares Appropriation Date and ending on a date determined from time to time at the discretion of the Directors, and being not earlier than the third anniversary nor later than the fifth anniversary of the Free Shares Appropriation Date or, if earlier, the date on which the Participant ceases to be in Relevant Employment and which period shall be the same for all Free Shares comprised in the same Award and shall not be increased at any time in respect of Free Shares already Appropriated;
    means a notification to an Eligible Employee that the Company intends to make an Award to them, and which allows the Eligible Employee to refuse the Award of Free Shares if they do not wish to receive them, that is issued by the Directors under Rule 4.1;
    means the Market Value of a Share:
    1. in the case of Free Shares, on the Free Shares Appropriation Date;
    2. in the case of Matching Shares, on the Matching Shares Appropriation Date; and
    3. in the case of Dividend Shares, on the Dividend Shares Appropriation Date;
    ITA 2007 means the Income Tax Act 2007;
    ITEPA 2003 means the Income Tax (Earnings and Pensions) Act 2003;
    London Stock Exchange
    means the London Stock Exchange plc or any successor body;
    Market Abuse Regulation
    means the Market Abuse Regulation (Regulation 596/2014) as implemented by the Financial Services and Markets Act 2000 (Market Abuse) Regulations 2016;
    Market Value means
    1. where the Shares are admitted to listing by the Financial Conduct Authority and traded on the London Stock Exchange
      1. where the Trustees acquire the Shares from one or more purchases made on that market over five or fewer consecutive dealing days ending on the dealing day immediately preceding the date on which the Shares are Awarded, the average purchase price of those Shares; or
      2. if all the Shares are not acquired from purchases made in accordance with (1)(a) above, the closing price of a Share (as derived from the Daily Official List of the London Stock Exchange) for the dealing day immediately preceding the day in question; or
    2. where the Shares are not admitted to listing by the Financial Conduct Authority and traded on the London Stock Exchange, means the market value of a Share as determined in accordance with the provisions of Part VIII TCGA 1992 and paragraph 92 of Schedule 2 and agreed for the purposes of the Plan with HM Revenue & Customs Shares & Assets Valuation on or before that day
    PROVIDED THAT where any Shares are subject to a Restriction, their Market Value shall be determined as if they were not subject to a Restriction;
    Matching Shares means Shares, the entitlement to which is as set out in Part III of the Rules shall:
    1. be shares of the same class and carry the same rights as the Partnership Shares to which they relate;
    2. except in relation to Unmatched Partnership Shares, be Appropriated on the same day as the Partnership Shares to which they relate are acquired; and
    3. be Appropriated to all Participants on exactly the same basis;
    Matching Shares Appropriation Date
    Matching Shares Holding Period
    means the date on which the Trustee Appropriates Matching Shares to a Participant;
    means the period beginning on the Matching Shares Appropriation Date and ending on a date determined from time to time at the discretion of the Directors, and being not earlier than the third anniversary nor later than the fifth anniversary of the Matching Shares Appropriation Date or, if earlier, the date on which the Participant ceases to be in Relevant Employment, and which period shall be the same for all Matching Shares comprised in the same Award and shall not be increased at any time in respect of Matching Shares already Appropriated
    Official List means the list maintained by the Financial Conduct Authority in accordance with section 74(1) of the Financial Services and Markets Act 2000 for the purposes of Part VI of that Act;
    Participant means an Eligible Employee to whom the Trustees have made an Appropriation of Free Shares or Matching Shares or on whose behalf Partnership Shares or Dividend Shares have been acquired or, where the context permits, an Eligible Employee who has submitted a duly completed Free Shares Agreement or Partnership Shares Agreement in accordance with paragraph 5 of Rule 4.3 or paragraph 5 of Rule 10.4 respectively;
    Participating Company
    means the Company and any Subsidiary which is a party to the Trust Deed or has pursuant to clause 9.1 executed a deed of adherence and to which the Plan continues to extend and "Participating Companies" shall be construed accordingly;
    Partnership Shares means Shares entitlement to which is as set out in Part II of the Rules;
    Partnership Shares Acquisition Date
    means the date determined by the Trustees in accordance with paragraph 4 of Rule 10.4;
    Partnership Shares Agreement
    Partnership Shares Closing Date
    Partnership Shares Market Value
    Partnership Shares Money
    Performance Allowance
    Performance Target
    means an agreement issued by the Directors under Rule 10.1;
    means the date specified in the Partnership Shares Agreement by which the completed Partnership Shares Agreement must be returned to the Company;
    in the case of a Partnership Shares Agreement with:
    1. an Accumulation Period, means the Market Value of a Share as determined and specified in accordance with Rule 10.5;
    2. no Accumulation Period and where the Shares are admitted to listing by the Financial Conduct Authority and traded on the London Stock Exchange:
      1. where the Trustees acquire the Shares from one or more purchases made on that market and to the extent that the Trustee Awards the Shares on the date on which they are acquired, means the average of the prices at which the Trustees acquire the Shares on the date of acquisition; or
      2. where the Trustees acquire the Shares from one or more purchases made on that market and to the extent that the Trustee Awards the Shares on a date other than the date on which they are acquired or if the Trustees subscribe for Shares or purchase Shares otherwise than on that market, means the closing price of a Share (as derived from the Daily Official List of the London Stock Exchange) for the dealing day immediately preceding the day on which the Shares are Awarded;
    3. no Accumulation Period and where the Shares are not admitted to listing by the Financial Conduct Authority and traded on the London Stock Exchange, the market value of a Share as determined in accordance with the provisions of Part VIII TCGA 1992 and paragraph 92 of Schedule 2 and agreed for the purposes of the Plan with HM Revenue & Customs Shares & Assets Valuation on or before that day
    PROVIDED THAT where any Shares are subject to a Restriction, the Partnership Shares Market Value shall be determined as if they were not subject to a Restriction;
    the meaning given to that term by paragraph 2 of Rule 10.4;
    an Appropriation of Free Shares where:
    1. whether or not Free Shares are Appropriated; and/or
    2. the number or value of Free Shares Appropriated is subject to the satisfaction of a Performance Target;
    a performance target imposed by the Directors under Rule 6 and as substituted or varied from time to time in accordance with Rule 6.4;
    Performance Unit a group comprising one or more Participants to whom a Performance Target applies;
    Plan means The Gym Group plc Share Incentive Plan as constituted by the Trust Deed and Rules in their present form or as amended from time to time;
    Plan Shares means Free Shares, Partnership Shares, Matching Shares and Dividend Shares which have been Appropriated to, or acquired on behalf of, a Participant or are held on their behalf by the Trustees;
    Proscribed Period means any period during which dealings in Shares is proscribed due to the existence of unpublished price sensitive information, whether by the Market Abuse Regulation, the Company's own code on insider dealing, the Criminal Justice Act 1993 or otherwise;
    Qualifying Company
    Qualifying Corporate Bond
    has the meaning set out in paragraph 17 of Schedule 2; has the meaning set out in section 117 TCGA 1992;
    Qualifying Period means a period determined by the Directors in relation to any Award of Shares under the Plan which may be different for different Awards provided that:
    1. in the case of Free Shares it shall not exceed the period of 18 months before the Free Shares Appropriation Date;
    2. in the case of Partnership Shares and Matching Shares where there is an Accumulation Period it shall not exceed the period of six months before the beginning of the Accumulation Period;
    3. in the case of Partnership Shares and Matching Shares where there is no Accumulation Period it shall not exceed the period of 18 months before the deduction of money for the acquisition of such Partnership Shares;
    Relevant Amount 1. in respect of Free Shares, in any Year of Assessment, the limit
    specified in Paragraph 35(1) Schedule 2; and
    2. in respect of Partnership Shares, in any Year of Assessment, the lower of the limit set out at Paragraph 46(1) or 46(2) of Schedule 2 or such lesser amount as is determined by the Directors in their absolute discretion in relation to an Award,
    subject in each case to such amendment as may be made to any one or more of those limits as contained in ITEPA 2003 from time to time and where in the same Year of Assessment, an Eligible Employee participates in one or more share incentive plans which meets the legislative requirements under Schedule 2 and established by the Company or a Connected Company, any shares acquired under such plans shall be aggregated with any Shares acquired under the Plan for the purposes of determining the permitted level of participation in the Plan by an Eligible Employee within the aforementioned limits as contained in ITEPA 2003 from time to time;
    Relevant Employment
    means employment by the Company or any Associated Company of the Company;
    Restriction has the meaning set out in paragraph 99(4) of Schedule 2;
    Rules means the rules of the Plan as from time to time amended;
    Salary has the meaning set out in paragraph 43(4) of Schedule 2 subject to the Directors determining that any particular description of earnings should not be counted as part of an employee's salary in accordance with paragraph 46(4A)(b);
    Schedule 2 Schedule 2 to ITEPA 2003;
    Schedule 2 SIP means a share incentive plan which meets the requirements of Parts 2 to 9 of Schedule 2;
    Shares means fully paid ordinary shares in the capital of the Company which satisfy the conditions in paragraphs 26 to 29 inclusive of Schedule 2;
    Subsidiary means any company over which the Company has Control;
    TCGA 1992 the Taxation of Chargeable Gains Act 1992;
    Unmatched Partnership Shares
    if the Partnership Shares acquired on a particular day are more than the number that will produce an exact number of Matching Shares, the excess are the Unmatched Partnership Shares; and
    Year of Assessment means a period commencing on 6 April in any year and ending on 5 April in the following year.
2. In the Plan, unless otherwise specified:
  1. the contents, clause and Rule headings are inserted for ease of reference only and do not affect the interpretation of the Plan;
  2. references to clauses unless otherwise specified are to clauses of the Trust Deed;
  3. save as provided for by law, a reference to writing includes any mode of reproducing words in a legible form and reduced to paper or electronic format or communication including, for the avoidance of doubt, correspondence via e-mail;
  4. the singular includes the plural and vice versa and the masculine includes the feminine and neuter;
  5. a reference to a statutory provision includes any statutory modification, amendment or re-enactment thereof;
  6. the Trust Deed and Rules will be interpreted, where possible, so as to be consistent with Schedule 2; and
  7. ‌the Interpretation Act 1978 applies to the Plan in the same way as it applies to an enactment.
Purpose of Plan
‌The purpose of the Plan is to enable Eligible Employees of Participating Companies to acquire Shares in the Company which give them a continuing stake in the Company.
Participation on same terms
On each occasion when an Award or Appropriation is to be made, subject to Rule 5, every Eligible Employee or individual who may be an Eligible Employee at the anticipated date of the Award or Appropriation in question shall be invited to participate in an Award or Appropriation on the same terms and those who do actually participate must do so on the same terms.
‌Part I - Free Shares‌
‌Issue 0f agreements
1. Discretion of Directors
  The Directors may in their absolute discretion determine that an Award of Free Shares may be made and, accordingly, each Eligible Employee or individual who may be an Eligible Employee at the Free Shares Appropriation Date shall be sent either:
  1. a Free Shares Agreement inviting them to participate in the Award; or
  2. a Free Shares Notification.
2. ‌Limit on individual participation
  ‌In any Year of Assessment, the Initial Market Value of Free Shares Appropriated to a Participant shall not exceed the Relevant Amount.
3. Contents of Free Shares Agreement
  Free Shares Agreements shall be in such form as the Directors determine from time to time subject to and in accordance with Rule 8 and shall state:
  1. the Free Shares Closing Date;
  2. the expected Free Shares Appropriation Date;
  3. the Free Shares Holding Period;
  4. that, by entering into the Free Shares Agreement, the individual becomes bound in contract with the Company to observe the restrictions set out in the Free Shares Agreement;
  5. that an individual who wishes to accept the Free Shares under the Award shall return the duly completed Free Shares Agreement to the Company, prior to the Free Shares Closing Date;
  6. ‌that the individual shall only be entitled to an Appropriation of Free Shares if they are an Eligible Employee at the Free Shares Appropriation Date;
  7. that (as determined at the discretion of the Directors) the provisions of either Rules 9.2 or 9.3 shall apply to the Award and, if Rule 9.3 applies, shall state what the applicable Forfeiture Period shall be;
  8. that the terms of the Free Shares Agreement are made in accordance with Rule 8.1; and
  9. such additional information, consistent with the Rules and the Trust Deed, as the Directors may from time to time determine which may include provisions in respect of Dividend Shares in accordance with Rule 18.1.
4. Contents of the Free Shares Notification
  Notifications made in accordance with Rule 4.1 shall be in such form as the Directors from time to time subject to and in accordance with Rule 8 shall state:
  1. the Free Shares Closing Date;
  2. the expected Free Shares Appropriation Date;
  3. the Free Shares Holding Period;
  4. that, by not giving notice that the individual does not wish to receive an Award of Free Shares, the individual becomes bound in contract with the Company to observe the restrictions set out in the Free Shares Notification;
  5. that an individual who wishes not to accept the Free Shares under the Award shall give notice to the Company (or a third party administering the Plan on behalf of the Company) of that fact prior to the Free Shares Closing Date;
  6. that the individual shall only be entitled to an Appropriation of Free Shares if they are an Eligible Employee at the Free Shares Appropriation Date;
  7. that (as determined at the discretion of the Directors) the provisions of either Rules 9.2 or 9.3 shall apply to the Award and, if Rule 9.3 applies, shall state what the applicable Forfeiture Period shall be;
  8. that the terms of the Free Shares Notification are made in accordance with Rule 8.1;
  9. whether:
    1. some or all of the cash dividends paid in respect of Plan Shares held on behalf of Participants must be used to acquire Dividend Shares on their behalf; or
    2. some or all of the cash dividends paid in respect of Plan Shares held on behalf of Participants may at the election of such Participants be used to acquire Dividend Shares on their behalf; and
  10. such additional information, consistent with the Rules and the Trust Deed, as the Directors may from time to time determine.
5. Election to participate in any Award of Free Shares
  ‌A Free Shares Agreement may include an election by a Participant to participate, and a Free Shares Notification may contain a provision in respect of a Participant that they shall participate, in any Award of Free Shares until such time as they notify the Company that they no longer wish to so participate. Where a Participant makes such an election they shall be deemed to have complied with paragraph 5 of Rule 4.3 in relation to each Award of Free Shares until the election is withdrawn.
Appropriation of Free Shares by reference to performance
1. Free Shares may be Appropriated by reference to performance
  The Company may stipulate that the number of Free Shares (if any) to be Appropriated to each Participant on a given occasion shall be determined by reference to Performance Allowances.
2. Performance Allowances to apply to all Participants
  If Performance Allowances are used, they shall apply to all Participants.
3. Directors to provide information
  If Performance Allowances are used the Directors shall, as soon as reasonably practicable notify:
  1. each individual who has entered into a Free Shares Agreement or who has received an Award by virtue of a Free Shares Notification of the Performance Targets to be used to determine the number or value of Free Shares to be Appropriated to them in respect of the Award; and
  2. all individuals who have been sent a Free Shares Agreement or a Free Shares Notification, in general terms, of the Performance Targets to be used to determine the number or value of Free Shares to be Appropriated to each Participant under the Award (provided that the Directors may exclude any information, the disclosure of which, they reasonably consider would prejudice commercial confidentiality).
4. Use of method 1 or method 2
  The Company shall determine the number of Free Shares (if any) to be Appropriated to each Participant by reference to performance using method 1 or method 2. The same method shall be used for all Participants for each Award.
5. Performance Allowances: method 1
  By this method:
  1. at least 20% of Free Shares Appropriated under any Award shall be Appropriated without reference to a Performance Target;
  2. the remaining Free Shares shall be Appropriated by reference to a Performance Target; and
  3. the highest Appropriation made to a Participant by reference to performance in any period shall be not more than four times the number of Free Shares Appropriated to a Participant without reference to a Performance Target at the same time
  and if this method is used, the Free Shares Appropriated:
  1. without reference to a Performance Target shall be Appropriated on the same terms as provided in Rule
    5.7; and
  2. by reference to a Performance Target need not be Appropriated on the same terms as provided in Rule 5.7.
6. Performance Allowances: method 2
  By this method:
  1. some or all Free Shares shall be Appropriated by reference to performance; and
  2. the Appropriation of Free Shares to Participants who are members of the same Performance Unit shall be made on the same terms, as provided in Rule 5.7
  and if this method is used:
  1. the Free Shares Appropriated for each Performance Unit shall be treated as separate Awards for the purposes of Rule 5.7 only; and
  2. ‌the Performance Targets set in relation to an Award shall be consistent targets within the meaning of paragraph 42(6) of Schedule 2.
7. Same terms basis for Free Shares Awards
  An Award of Free Shares on the same terms shall be on terms determined by the Directors which may be directly proportional to any one or more separately of a Participant's:
  1. remuneration from;
  2. length of service with;
  3. number of hours worked for
  any one or more Participating Companies.
  ‌The Award must be rounded to the nearest whole number of Shares, subject to Rule 4.2.
Performance Targets
1. Imposition of Performance Targets
  The Directors may impose one or more Performance Targets in order to determine the number of Free Shares (if any) or the value of Free Shares subject to a Performance Allowance.
2. ‌Nature of Performance Targets
  Any Performance Target imposed shall be:
  1. based on business results or other objective criteria; and
  2. a fair and objective measure of the performance of the Performance Unit(s) to which it applies.
3. Membership of Performance Unit
  No Participant shall be a member of more than one Performance Unit.
4. ‌Substitution, variation or waiver of Performance Targets
  If an event occurs which causes the Directors to consider that a Performance Target is no longer appropriate, the Directors may substitute, vary or waive such Performance Target in such manner (and make such consequential amendments to the Rules in accordance with clause 22 of the Trust Deed) as:
  1. is reasonable in the circumstances;
  2. except in the case of waiver produces a fairer measure of performance and is neither materially more nor less difficult to satisfy than if the event had not occurred; and
  3. continues to comply with Rule 6.2.
5. Notification of Participants
  ‌The Directors shall, as soon as reasonably practicable, notify each Participant affected of any such substitution, variation or waive of the Performance Target.
‌Appropriation of Free Shares
1. Provision of information by Company to Trustees
  As soon as practicable after the end of the period to which the Performance Target relates (in the case of Performance Allowances) or the Free Shares Closing Date the Company shall inform the Trustees of the:
  1. name and address of each Participant to whom Free Shares are to be Appropriated;
  2. details of the Participating Company which employs the Participant; and
  3. number of Free Shares to be Appropriated to each Participant on this occasion.
2. Appropriation
  On the expected Free Shares Appropriation Date, the Trustees shall Appropriate to each Participant the number of Free Shares notified to the Trustees under Rule 7.1.
3. Notification of Appropriation to Participants
  As soon as practicable after the Free Shares Appropriation Date, the Trustees shall notify each Participant to whom Free Shares have been Appropriated of the:
  1. number and description of Free Shares Appropriated to them;
  2. if the Free Shares are subject to any Restriction, details of the Restriction;
  3. Free Shares Appropriation Date;
  4. Initial Market Value; and
  5. ‌applicable Free Shares Holding Period.
Restrictions on dealings in, and permitted transfers of, Free Shares
1. ‌Restrictions on disposals by Participants
  Subject to Rules 26 and 28 and in accordance with the Free Shares Agreement or Free Shares Notification, during the Free Shares Holding Period a Participant shall:
  1. permit the Trustees to hold their Free Shares; and
  2. not assign, charge or otherwise dispose of their beneficial interest in their Free Shares.
2. Restrictions on disposals by Trustees
  Subject to Rules 9, 26, 32 and paragraph 90(5) of Schedule 2 the Trustees shall not:
  1. dispose of any Free Shares, whether by transfer to the Participant or otherwise, during the Free Shares Holding Period;
  2. dispose of any Free Shares after the Free Shares Holding Period except in accordance with a direction given by or on behalf of the Participant; and
  3. deal with any right conferred in respect of a Participant's Free Shares to be allotted other shares, securities or other rights except pursuant to a direction given by or on behalf of the Participant or any person in whom the beneficial interest in their Free Shares is for the time being vested.
3. ‌Transfer of Free Shares after Free Shares Holding Period
  A Participant may, at any time after the Free Shares Holding Period, direct the Trustees by notice in writing to:
  1. transfer the Participant's Free Shares to the Participant; or
  2. transfer the Free Shares to some other person named by the Participant; or
  3. dispose of the Free Shares by way of sale for the best consideration in money that can reasonably be obtained at the time of sale and to account for the proceeds to the Participant or some other person named by the Participant.
  ‌Within 30 days after receipt of such a notice the Trustees shall comply with the instructions set out in such notice.
‌Cessation of Relevant Employment and transfer of Free Shares
1. Trustees to be notified of cessation of Relevant Employment
  If a Participant ceases to be in Relevant Employment, the Directors shall within 14 days inform the Trustees of such cessation and whether the provisions of Rule 9.2 or 9.3 apply.
2. ‌Transfer of Free Shares
  Where the Trustees have been notified by the Directors in accordance with Rule 9.1 that this Rule 9.2 applies then as soon as reasonably practicable after the receipt of such notification and in any event within 30 days after the cessation of the Relevant Employment the Trustees shall deal with the Free Shares in such manner as the Participant may in writing direct in accordance with Rule 8.3, provided always that the Trustees shall first comply with Rule 32.
  ‌If the Trustees do not receive a direction from the Participant within six calendar months of the Company informing the Trustees that the Participant has ceased to be in Relevant Employment in accordance with Rule 9.1, the Trustees shall, at the end of such period, dispose of the Participant's Free Shares by way of sale for the best consideration in money that can reasonably be obtained at the time of sale. The Trustees shall as soon as reasonably practicable transfer the proceeds to the Participant's last employing Participating Company which shall remit the proceeds to the Participant's last known bank account.
3. Forfeiture of Free Shares
  Where the Trustees have been notified by the Directors in accordance with Rule 9.1 that this Rule 9.3 applies then, subject to Rules 9.4 and 9.5, the Participant's beneficial entitlement to their Free Shares shall lapse immediately on their ceasing to be in Relevant Employment before the end of the Forfeiture Period and they shall cease to have any rights to such Free Shares.
4. ‌Injury, disability, redundancy, retirement etc.
  Notwithstanding Rule 9.3 if a Participant ceases to be in Relevant Employment by reason of:
  1. injury or disability;
  2. redundancy within the meaning of the Employment Rights Act 1996;
  3. a transfer of employment which is subject to the Transfer of Undertaking (Protection of Employment) Regulations 2006;
  4. a change of Control or other circumstances giving rise to the Participant's employing company ceasing to be an Associated Company of any Participating Company; or
  5. retirement
  then the Trustees shall act in accordance with Rule 9.2.
5. ‌Death
  If a Participant ceases to be in Relevant Employment by reason of their death then the Trustees shall act in accordance with Rule 23.6.
  ‌Part II - Partnership Shares‌
‌Partnership Shares Agreements
1. Issue of Partnership Shares Agreements
  In relation to the first Award of Partnership Shares, each Eligible Employee or individual who may be an Eligible Employee at the anticipated date of the first Award shall be sent a Partnership Shares Agreement inviting them to participate in the first Award.
  In relation to subsequent Awards, the Directors may in their absolute discretion determine that an Award of Partnership Shares may be made and, accordingly, each Eligible Employee or individual who may be an Eligible Employee at the anticipated date of the Award in question and who does not already have in force a Partnership Shares Agreement may request a Partnership Shares Agreement inviting them to participate in the Award.
2. Partnership Shares not forfeitable
  Partnership Shares will not be subject to any provision for forfeiture.
3. Timing of issue of Partnership Shares Agreements
  ‌Where Partnership Shares Agreements are to be issued, this must occur before the commencement of any relevant Accumulation Period.
4. Contents of Partnership Shares Agreements
  Partnership Shares Agreements shall be in such form as the Directors may determine from time to time and shall state:
  1. the Partnership Shares Closing Date;
  2. the maximum Salary deduction permitted under the Partnership Shares Agreement (being the lesser of the Relevant Amount and such other amount (being a multiple of £1) as the Directors may determine and specify);
  3. ‌the minimum Salary deduction permitted determined by the Directors which sum must be no greater than £10 on any occasion (or such other amount as may be permitted from time to time under paragraph 47(2) of Schedule 2);
  4. the expected Partnership Shares Acquisition Date being a date determined by the Trustees which:
    1. where there is no Accumulation Period, shall be within 30 days after the deduction from Salary referred to in paragraph 10 below is made;
    2. where there is an Accumulation Period shall be not more than 30 days after the end of the Accumulation Period;
  5. where there is an Accumulation Period, the way in which the number of Partnership Shares awarded to the Participant shall be determined in accordance with Rule 10.5 and the way in which the Partnership Shares Market Value shall be calculated;
  6. that an individual who wishes to accept Partnership Shares under the Award shall submit to the Company, prior to the Partnership Shares Closing Date, a duly completed Partnership Shares Agreement;
  7. if applicable, the maximum number of Partnership Shares to be made subject to the Award on this occasion; and
  8. if appropriate, the commencement date (which may not commence later than the date of the first Salary deduction to be made under the individual's Partnership Shares Agreement) and length of the Accumulation Period.
  In addition, the Partnership Shares Agreement shall:
  1. set out a notice in the form prescribed by regulations pursuant to paragraph 48 of Schedule 2 (effect on benefits);
  2. ‌require the individual to state the amount of Salary deduction(s) being a multiple of £1 (not exceeding the maximum permitted amount) which they wish to allocate for the purchase of Partnership Shares under the Partnership Shares Agreement (Partnership Shares Money);
  3. state the intervals at which such amounts of Salary should be deducted;
  4. contain an undertaking by the Company to notify the Participant of any restriction on the number of Shares to be included in an Award such notice to be given:
    1. if there is no Accumulation Period, before the deduction of the Partnership Shares Money relating to the Award; or
    2. if there is an Accumulation Period, before the beginning of the Accumulation Period relating to the Award;
  5. state whether any excess amount remaining after the acquisition of Partnership Shares will be:
    1. paid over to the Participant as soon as practicable subject to the Trustees complying with Rule 31; or
    2. with the agreement of the Participant, retained by the Trustees and added to the next Accumulation Period or where there is no next Accumulation Period, retained by the Trustees and added to the next Salary deduction;
  In addition the Partnership Share Agreement may provide that if there is an Accumulation Period:
  1. that the Accumulation Period shall come to an end on the occurrence of specified events to be determined by the Company; and
  2. ‌that where an Accumulation Period comes to an end on the occurrence of such specified event, the Partnership Share Money deducted in that period must be paid over to the Participant as soon as practicable instead of being applied in acquiring Plan Shares.
5. Determination of Number of Shares where there is Accumulation Period
  Where there is an Accumulation Period, the Partnership Shares Agreement shall specify the way in which the number of Shares awarded to the Participant shall be determined which shall be one of the following methods:
  1. in accordance with the lower of the Market Value of a Share on:
    1. the first day of the Accumulation Period; and
    2. the Partnership Shares Acquisition Date; or
  2. in accordance with the Market Value of a Share on the first day of the Accumulation Period; or
  3. in accordance with the Market Value of a Share on the Partnership Shares Acquisition Date.
6. Variation of deductions
  The Participant and the Company may agree to vary the amounts of Salary to be deducted and the intervals of those deductions, always having regard to the Relevant Amount.
7. Excess Salary deductions
  Any amounts deducted in excess of the Relevant Amount must be paid over to the Participant as soon as practicable.
8. Scaling down
  If the Company receives applications for Partnership Shares in excess of any maximum specified in accordance with paragraph 7 of Rule 10.4 the amount of deduction of Partnership Shares Money specified by each Participant shall be reduced pro rata.
9. Partnership Shares Money held for Eligible Employee
  Partnership Shares Money must, subject to Rules 10.14 and 13.2, be:
  1. paid to the Trustees as soon as practicable; and
  2. held by the Trustees on behalf of a Participant with:
    1. a person falling within section 991(2)(b) of ITA 2007;
    2. a building society; or
    3. a firm falling within section 991(2)(c) of ITA 2007;
  until it is used to acquire Partnership Shares on behalf of the individual from whose Salary the Partnership Shares Money has been deducted.
10. Interest on Partnership Shares Money
  The Trustees must account to the individual from whose Salary the Partnership Shares Money had been deducted, for any interest received on Partnership Shares Money held on their behalf. For the avoidance of doubt there is no obligation on the Trustees to arrange for any Partnership Shares Money to be deposited in an interest bearing account.
11. Variation of Salary deductions and intervals
  Subject to paragraphs 2 and 3 of Rule 10.4, and notwithstanding paragraph 8 of Rule 10.4, a Participant may, with the prior agreement of the Employer Company, vary the amount and/or the intervals of the Salary deduction authorised under their Partnership Shares Agreement.
  Where the Employing Company agrees to a variation of the amount and/or the intervals of the Salary deduction, the Trustees shall give effect to this variation within two calendar months of receiving notice of the parties' agreement.
12. ‌Notice to suspend/recommence Salary deductions
  A Participant may, at any time direct the Employer Company by notice in writing to:
  1. suspend the making of Salary deductions; or
  2. recommence the making of Salary deductions
  under their Partnership Shares Agreement provided always that:
  1. the Participant may not permit the Employer Company to make additional Salary deductions to make up for any Salary deductions which were missed; and
  2. the Participant may only make a direction to recommence the making of Salary deductions once in any Accumulation Period.
13. ‌Notice to terminate Partnership Shares Agreement
  A Participant may, at any time, notify the Company in writing that they wish to terminate their Partnership Shares Agreement. The Participant shall remain bound by the terms of the Partnership Shares Agreement in relation to any Partnership Shares which remain subject to the Rules.
14. ‌Company to give effect to notices
  Where the Company receives a notice to suspend, recommence or terminate deductions under Rule 10.12 or 10.13, it shall (unless a later date is specified in the notice) within 30 days of receipt of the notice give effect to the same and shall:
  1. instruct the Employer Company to cease all further deductions of Partnership Shares Money under the Participant's Partnership Shares Agreement;
  2. in the case of a notice under Rule 10.13 subject to first complying with Rule 31 instruct the Trustees or the Employer Company as applicable to pay over to that Participant as soon as practicable all Salary deductions of Partnership Shares Money that have been made under their Partnership Shares Agreement which have not, at the relevant date, been applied to acquire Partnership Shares.
  ‌When the Company receives a notice to recommence Salary deductions under Rule 10.12 it shall (unless a later date is specified in the notice) instruct the Employer Company to recommence deductions on the date of the first deduction due under the Partnership Shares Agreement following 30 days after receipt of the notice.
15. Partnership Shares Agreement to apply to new holding
  Where during an Accumulation Period a transaction occurs in relation to any of the Shares to be acquired under a Partnership Shares Agreement which results in a new holding of shares being equated with the original holding for the purposes of capital gains tax and the Participant gives their consent, the Partnership Shares Agreement shall have effect following that transaction as if it were an agreement for the purchase of shares comprised in the new holding. In the context of a new holding, any reference in this Rule 10.15 to shares includes a reference to securities and rights of any description which form part of the new holding for the purpose of Chapter II of Part IV TCGA 1992.
16. Adjustment of price on variation of capital
  Where during an Accumulation Period, a transaction occurs which results in a variation of share capital of the Company, the Directors may adjust the price to be used as the Market Value of a Share on the first day of the Accumulation Period in such manner as they may determine in their absolute discretion to take account of the variation of share capital, but subject to the prior agreement of HM Revenue & Customs, if permitted by legislation.
17. Termination of Accumulation Period
  Any subsisting Accumulation Period shall terminate upon the occurrence of:
  1. any change of Control of the Company;
  2. any reconstruction sanctioned by the court under Part 26 of the Companies Act 2006;
  3. the passing of a resolution for the voluntary winding up of the Company; or
  4. ‌an event following which the Shares cease to comply with the conditions in paragraphs 26 to 29 inclusive of Schedule 2.
‌Acquisition of Partnership Shares
1. Acquisition of Shares by Trustees (no Accumulation Period)
  After the deduction of Partnership Shares Money the Company shall calculate the number of Partnership Shares to be acquired on behalf of each Eligible Employee by dividing (as nearly as possible) each Eligible Employee's Partnership Shares Money deducted under their Partnership Shares Agreement (together with any deduction carried forward) by the Partnership Shares Market Value and notify the Trustees who shall Award such Shares to Eligible Employees within 30 days of such deduction.
2. ‌Acquisition of Shares by Trustees (with Accumulation Period)
  After the expiry of the Accumulation Period the Company shall calculate the number of Partnership Shares to be acquired on behalf of each Participant by dividing (as nearly as possible) each Participant's aggregate Partnership Shares Money deducted under their Partnership Shares Agreement during the Accumulation Period (together with any amount carried forward from a previous Accumulation Period) by the Partnership Shares Market Value and notify the Trustees who shall Award such Shares to Participants accordingly.
  ‌The Trustees shall within 30 days of the end of the Accumulation Period Award the number of Shares so notified to it which shall be held on behalf of the respective Participant as Partnership Shares.
3. Notification of acquisition to Participants
  As soon as practicable after the Partnership Shares Acquisition Date the Trustees shall inform each Participant on whose behalf Partnership Shares have been acquired of the:
  1. number and description of Partnership Shares acquired on their behalf;
  2. if the Partnership Shares are subject to any Restriction, details of the Restriction;
  3. Partnership Shares Acquisition Date;
  4. aggregate amount of the Participant's Partnership Shares Money applied by the Trustees in acquiring the Partnership Shares; and
  5. Partnership Shares Market Value.
4. Salary deductions not invested in Partnership Shares
  Any Partnership Shares Money not used to acquire Partnership Shares shall be dealt with in accordance with Rule 10.4.
‌Transfer or sale of Partnership Shares
1. ‌Participants may request transfer of Partnership Shares
  A Participant may, at any time after the Partnership Shares Acquisition Date, direct the Trustees by notice in writing to:
  1. transfer their Partnership Shares to them; or
  2. transfer their Partnership Shares to some other person named by them; or
  3. ‌dispose of their Partnership Shares by way of sale for the best consideration in money that can reasonably be obtained at the time of sale and to account for the proceeds to them or to some other person named by them.
2. Trustees to comply with request
  As soon as reasonably practicable, and in any event within 30 days after receipt of the notice, the Trustees shall comply with the instructions set out in such notice provided always that it shall first comply with Rule 32.
3. ‌Sale of Partnership Shares
  Where the Trustees have been notified by the Directors that this Rule 12.3 applies, the Participant shall be required in the circumstances specified by the Directors to offer Partnership Shares acquired on their behalf for sale for consideration at least equal to:
  1. The amount of Partnership Shares Money applied in acquiring the Plan Shares on behalf of the employee, or
  2. ‌If lower, the Market Value of the Plan Shares at the time they are offered for sale.
Cessation of Relevant Employment
1. ‌Trustees to be notified of cessation of Relevant Employment
  ‌If a Participant ceases to be in Relevant Employment then the Company shall within 14 days inform the Trustees of such cessation and whether the provisions of Rule 13.3 or Rule 13.4 apply.
2. Cessation of Relevant Employment prior to Partnership Shares Acquisition Date
  1. Where there is no Accumulation Period and a Participant ceases to be in Relevant Employment before the Partnership Shares Acquisition Date but after the deduction of Partnership Shares Money they shall be treated as ceasing to be in Relevant Employment immediately after their Partnership Shares are awarded to them.
  2. Where there is an Accumulation Period and a Participant ceases to be in Relevant Employment during the Accumulation Period the Company shall, subject to first complying with Rule 31, pay over to that Participant as soon as reasonably practicable all deductions of Partnership Shares Money that have been made under their Partnership Shares Agreement.
  3. Where there is an Accumulation Period and a Participant ceases to be in Relevant Employment after the end of the Accumulation Period and before the Partnership Shares Acquisition Date they shall be treated as ceasing to be in Relevant Employment immediately after their Partnership Shares are awarded to them.
3. ‌Transfer of Partnership Shares on cessation of Relevant Employment
  Where the Trustees receive a notification under Rule 13.1 that this Rule 13.3 applies then as soon as reasonably practicable after the receipt of such notification and in any event within 30 days after the cessation of the Relevant Employment the Trustees shall deal with the Partnership Shares in such manner as the Participant may in writing direct in accordance with Rule 12.2 provided always that the Trustees shall first comply with Rule 32.
  Subject to Rule 13.4, if the Trustees do not receive a direction from the Participant within six calendar months of the Company informing the Trustees that the Participant has ceased to be in Relevant Employment in accordance with Rule 13.1, the Trustees shall, at the end of such period, dispose of the Participant's Partnership Shares by way of sale for the best consideration in money that can reasonably be obtained at the time of sale.
  The Trustees shall as soon as reasonably practicable transfer the proceeds to the Participant's last employing Participating Company which shall remit the proceeds to the Participant's last known bank account.
4. ‌Death
  If a Participant ceases to be in Relevant Employment by reason of their death then the Trustees shall act in accordance with Rule 23.6.
5. Treatment of Excess Partnership Shares
  If a Participant ceases to be in Relevant Employment and the Directors have determined that they have Excess Partnership Shares, they shall within 14 days notify the Trustees accordingly and as soon as reasonably practicable after the receipt of such notification, and in any event within 30 days after the cessation of the Relevant Employment, the Trustees shall sell the Excess Partnership Shares and, subject to first complying with Rule 31, pay over to the Participant the sale proceeds thereof. The Trustees may choose any time within the 30 day period to sell the Excess Partnership Shares and need not have regard to prospective share price movements during the period nor shall be responsible for the fact that the price at which the Excess Partnership Shares are sold may not be the highest price during such period.
  ‌Part III - Matching Shares‌
‌Notification of Matching Shares
1. Relationship to Partnership Shares
  Where the Directors have exercised their discretion under Rule 10.1 they may in their absolute discretion also determine that an Appropriation of Matching Shares shall be made to those Eligible Employees who enter into a Partnership Shares Agreement.
  The Directors may further determine that any Unmatched Partnership Shares be carried forward and added to any Partnership Shares acquired in a later period or later periods for the purposes of deciding the Appropriation of Matching Shares in that later period.
2. ‌Additional contents of Partnership Shares Agreement
  Where the Directors exercise their discretion under Rule 14.1 then in addition to the requirements set out in Rule 10.4 each Partnership Shares Agreement shall be in accordance with and subject to Rule 16 and shall state:
  1. the Matching Shares Appropriation Date (which shall, except in relation to any Unmatched Partnership Shares, be the same as the Partnership Shares Acquisition Date);
  2. the ratio of Matching Shares to Partnership Shares for the Award of Partnership Shares which:
    1. shall not exceed a maximum of two Matching Shares for each Partnership Share (or such other maximum as may be provided by statute) acquired on behalf of the Participant; and
    2. shall be the same ratio for all Participants;
  3. the circumstances and the manner in which the ratio may be changed by the Directors and if the Directors decide to alter the ratio of Matching Shares to Partnership Shares prior to the Partnership Shares Acquisition Date they shall notify each Participant affected prior to the Partnership Shares Acquisition Date;
  4. the Matching Shares Holding Period;
  5. the Forfeiture Period applicable in the event of a transfer of Partnership Shares pursuant to Rule 12;
  6. that (as determined at the discretion of the Directors) the provisions of either Rules 17.3 or 17.4 shall apply to the Award and, if Rule 17.4 applies, shall state what the applicable Forfeiture Period shall be;
  7. that the terms of the Partnership Shares Agreement relating to Matching Shares are made in accordance with Rule 16; and
  8. ‌such additional information not inconsistent with the Rules and the Trust Deed as the Directors may from time to time determine.
Appropriation 0f Matching Shares
1. ‌Provision of information by Company to Trustees
  At the same time as the Directors notify the Trustees pursuant to Rule 11.1 or 11.2 they shall additionally notify the Trustees of the number of Matching Shares to be Appropriated to each Participant.
2. Appropriation of Matching Shares
  Subject to Participating Companies first complying with Rule 23.13, on the Matching Shares Appropriation Date the Trustees shall Appropriate to each Participant the number of Matching Shares notified to it under Rule 15.1.
3. Notification of Appropriation to Participants
  At the same time as making a notification pursuant to Rule 11.3 the Trustees shall inform each Participant to whom Matching Shares have been Appropriated of the:
  1. number and description of the Matching Shares Appropriated to them;
  2. if the Matching Shares are subject to any Restriction, details of the Restriction;
  3. Matching Shares Appropriation Date;
  4. Initial Market Value; and
  5. ‌Matching Shares Holding Period.
Restrictions on dealings in, and permitted transfers of, Matching Shares
The provisions of Rule 8 shall apply mutatis mutandis to Matching Shares as they apply to Free Shares, save that the reference to Rule 9 shall be construed as a reference to Rule 17.
‌Cessation of Relevant Employment and early withdrawal of Partnership Shares
1. ‌Trustees to be notified of cessation of Relevant Employment
  If a Participant ceases to be in Relevant Employment then the Directors shall within 14 days inform the Trustees of such cessation and whether the provisions of Rule 17.3 or 17.4 apply.
2. Early withdrawal of Partnership Shares
  Where the Trustees receive a notice under Rule 12.1 before the expiry of the applicable period of time for withdrawal then subject to Rules 17.6 and 17.7 the Participant's beneficial entitlement to their Matching Shares (Appropriated in respect of the Partnership Shares which are being withdrawn) shall lapse immediately and they shall cease to have any rights to such Matching Shares.
3. ‌Early transfer of Matching Shares
  Where the Trustees have been notified by the Directors that this Rule 17.3 applies then as soon as reasonably practicable after the receipt of such notification and in any event within 30 days after the cessation of Relevant Employment the Trustees shall deal with the Matching Shares in such manner as the Participant may in writing direct prior to the transfer provided always that the Trustees shall first comply with Rule 32.
  If the Trustees do not receive a direction from the Participant within six calendar months of the Company informing the Trustees that the Participant has ceased to be in Relevant Employment in accordance with Rule 17.1, the Trustees shall, at the end of such period, dispose of the Participant's Matching Shares by way of sale for the best consideration in money that can reasonably be obtained at the time of sale. The Trustees shall as soon as reasonably practicable transfer the proceeds to the Participant's last employing Participating Company which shall return the proceeds to the Participant's last known bank account.
4. ‌Forfeiture of Matching Shares

Where the Trustees have been notified by the Directors that this Rule 17.4 applies then subject to Rules 17.6 and

17.7 the Participant's beneficial entitlement to their Matching Shares shall lapse immediately on their ceasing to be in Relevant Employment before the end of the Forfeiture Period and they shall cease to have any rights to such Matching Shares.

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