Deferred Bonus Share Plan

STANDARD LIFE PLC

Standard Life plc Deferred Bonus Share Plan

Approved by the Board on 27 January 2026 Approved by shareholders on 14 May 2026 Expiry on the date of 2036 AGM

CONTENTS

RULE PAGE

1. Eligibility 2

2. Grant of Awards 2

3. Compliance with Overarching Requirements 2

4. Grant Limits 2

5. Service Conditions 3

6. Other Vesting Conditions 3

7. Conditions Specific to Restricted Shares 4

8. Entitlement to Dividend Equivalents 4

9. Vesting of Awards 5

10. Consequences of Vesting 5

11. Holding Period 6

12. Malus and Clawback Arrangements 7

13. Leavers 8

14. Corporate Events 9

15. Taxation 11

16. Lapse of Awards 11

17. Amendment and Administration 12

18. Issue, Transfer or listing of Shares 13

19. Relationship Between Plan and Employment 13

20. Notices 14

21. General 15

22. Governing Law 15

Schedule 1 Definitions 16

EUROPE-LEGAL-297848382/3 179846-0002 - i -

THE STANDARD LIFE PLC DEFERRED BONUS SHARE PLAN

Introduction

Awards under the Plan will be granted as "Deferred Bonus Awards" in respect of a portion of annual bonus that would otherwise have been paid to employees in cash as part of the Annual Incentive Plan for the preceding financial year.

Awards under the Plan can take the form of:

• A conditional share award, which is a right to be given shares for no payment;

• A nil cost option, which is a right to buy shares for no payment; and

• Restricted shares, where a participant is given shares at the date of grant but may be required to return those shares,

whose vesting is subject to continued employment, based on the Service Conditions defined in Rule 5, and any other conditions as determined by the remuneration committee.

In all cases, awards can be granted as "Phantom Awards", where they are satisfied by a cash

payment rather than delivery of Shares.

The detailed terms and conditions of an award will be established by the remuneration committee in line with the terms of the Plan.

This introduction does not form part of the rules.

1. ‌ELIGIBILITY

   1. An individual is eligible to be granted an Award if they are an Employee and they participated in the Annual Incentive Plan for the preceding financial year.

   2. ‌Awards may also be granted to former Employees who participated in the Annual Incentive Plan for the preceding financial year where such former Employees are entitled or required to have part of their annual bonus deferred into Shares. Where Awards are granted to former Employees, they will be designated as Approved Leavers from the Grant Date.

2. ‌GRANT OF AWARDS

   1. The Committee may, in its absolute discretion, determine which Employees or former Employees (if any) will be selected for the grant of an Award. Awards may then be granted by the Company to selected Employees during a Grant Period.

   2. The Committee will determine the form of an Award to be granted. An Employee may be granted any form of Award or any combination of Awards.

   3. An Employee will be notified of the grant of an Award and informed of the specific terms of the Award in such manner as the Company may determine from time to time.

   4. An Employee will be asked to accept an Award within a specified timeframe. If the Award is not accepted within that timeframe, the Award may lapse.

3. ‌Compliance with Overarching Requirements

   1. Any Awards granted to executive directors of the Company will be subject to and made in accordance with the terms of the Directors' Remuneration Policy.

   2. The Committee may at any time amend an Award in any way it considers appropriate in order to ensure compliance with any law, regulation or regulatory regime to which the Company, any Group Company or a Participant is subject or to correct an administrative error. This includes making changes to an Award that may be detrimental to a Participant without that Participant's consent or electing to satisfy an Award that has been granted over Shares by payment of a cash sum.

   3. The grant, vesting, exercise and lapse of any Award is subject to all applicable Dealing Restrictions.

4. ‌GRANT LIMITS

   Individual Limits

   1. The number of Shares subject to an Award shall be equal to A/B where:

      A = such percentage of the pre-tax annual bonus that would otherwise have been payable to the Employee in respect of the relevant bonus year that the Committee determines should be delivered by way of an Award under this Plan; and

      B = the Market Value of a Share,

      and any fraction of a Share shall be rounded down to the nearest whole Share.

      Plan Limits

   2. Awards may be satisfied with newly issued Shares, Treasury Shares or Shares purchased in the market (including by the Trustee).

   3. Awards may not be satisfied by the issue of Shares to the extent that such issue would, when added to the aggregate number of Shares issued or issuable pursuant to Awards granted in the previous ten years under the Plan and any other Employees' Share Scheme, exceed such number as represents ten per cent. of the issued ordinary share capital of the Company immediately before that day.

   4. Where Treasury Shares are transferred or to be transferred under this Plan or any other Employees' Share Scheme, they will be treated for the purpose of this Rule 4 as Shares which are issued or issuable for so long as recommended by UK institutional shareholder guidelines.

   5. In determining the limits in this Rule 4, any Shares attributable to an Award which has lapsed, been forfeited or otherwise become incapable of vesting will be ignored.

5. ‌Service Conditions

   1. Except as otherwise set out in these Rules, an Award will only Vest if the Participant continues to be an Employee on the Scheduled Vesting Date (and, if the Committee so determines in its sole discretion, is not under notice of termination of employment, whether such notice has been given by the Company or the Participant) or is an Approved Leaver.

   2. Except as otherwise set out in these Rules, an Award will lapse automatically on the Participant ceasing to be an Employee (or, if the Committee so determines in its sole discretion, on the date the Employee gives or is given notice of termination of employment for any reason).

6. ‌Other Vesting Conditions

   1. If, on the Scheduled Vesting Date, the Participant has not:

      1. complied with all regulatory and legal requirements that may apply to the Participant in respect of or in connection with the Award; or

      2. provided any relevant information, and made any relevant elections or obtained any necessary dealing consents, as reasonably requested by the Company,

         the Award will not Vest on that date and the Committee will decide whether it will Vest as soon as practicable (as determined by the Committee) following the date on which it is satisfied or if it will lapse immediately.

   2. If, on the Scheduled Vesting Date, the Participant, the Company or any Group Company is subject to any Dealing Restriction, including any Dealing Restriction that would apply in respect of arrangements required by any Group Company to satisfy any Tax liability in connection with the Award, the Award will not Vest on that date and will instead Vest as soon as practicable (as determined by the Committee) following the date on which it is satisfied.

   3. If, on or shortly prior to the Scheduled Vesting Date:

      1. the Participant is subject to an investigation, disciplinary process or disciplinary sanction (whether or not the disciplinary sanction is subject to appeal or further challenge) and that investigation or process will not have concluded by the Scheduled Vesting Date; or

      2. the Committee reasonably considers that there are or may be circumstances that would justify the use of its powers set out in Rule 11.5,

         the Committee may determine that the Award will not Vest on the Scheduled Vesting Date and will instead Vest on such later date as the Committee may in due course determine.

   4. The Committee may make Vesting of an Award conditional upon any other conditions it considers appropriate. Any such conditions will be notified to the Participant shortly following the Grant Date.

7. ‌Conditions Specific to Restricted Shares

   1. ‌If an Award takes the form of Restricted Shares, the Participant (or a proposed Participant) may be required to enter into an irrevocable agreement with the Company in such form as the Company may prescribe. This may include an agreement by the Participant that, for so long as the Award has not Vested,:

      1. the Restricted Shares will be held by the Trustee or a nominee specified by the Company;

      2. no person will seek to transfer, assign, sell, pledge, charge or otherwise dispose of the Restricted Shares;

      3. no voting rights will be exercised on the Restricted Shares;

      4. any entitlement to dividends on the Restricted Shares will be waived; and / or

      5. the Restricted Shares will be transferred to (or to the order of) the Company, for a total of £0.01 (one penny), to the extent the Award lapses.

   2. If the Participant does not enter into any required agreement in accordance with Rule

      7.1 either before the Grant Date or within such period after the Grant Date as the Committee may specify, the Award will not be granted or if it has been granted, such grant will be ineffective.

8. ‌Entitlement to Dividend Equivalents

   1. At any time prior to Vesting of an Award, the Committee may, in its absolute discretion, determine that an Award should include a right to Dividend Equivalents.

   2. Dividend Equivalents will entitle a Participant to additional Shares (by reference to the Market Value of the Shares) or, if the Committee determines in its absolute discretion, a cash payment, to be delivered or paid on or around the date the Award is satisfied by the Company.

   3. The Committee has complete discretion to determine the basis on which the value of the Dividend Equivalents is calculated and may set different methods for Awards

      granted in different years or to different Participants at the same time, including whether to calculate by reference to:

      1. the Vesting Period or any other period (including any Holding Period);

      2. the Market Value on the ex-dividend date, record date or payment date;

      3. ordinary dividends only or including special dividends; and

      4. cash dividends only or including dividends-in-specie.

   4. For the avoidance of doubt, any payment referred to in this Rule 8 does not represent an entitlement to actual dividends on the underlying Shares that are the subject of an Award. Dividend Equivalents will only accrue in respect of any portion of an Award that Vests.

9. ‌Vesting of Awards

   1. An Award may have a single Scheduled Vesting Date which is the date on which the entire Award is expected to Vest or may have multiple Scheduled Vesting Dates with different parts of the Award expected to Vest on different Scheduled Vesting Dates. For an Award with multiple Scheduled Vesting Dates, references in these Rules to an Award should be read to mean part of an Award.

   2. Except as otherwise set out in these Rules, an Award will Vest only to the extent that any applicable Service Condition and Other Vesting Conditions have been satisfied.

10. ‌Consequences of Vesting

    1. Conditional Awards: Subject to Rule 11, the Company will arrange for the Vested Shares and any Dividend Equivalents under a Conditional Award to be delivered to the Participant within 60 days of the Vesting Date.

    2. ‌Options: A Participant may, subject to any Dealing Restrictions, exercise a Vested Option at any time during the Exercise Period by delivering an Exercise Notice to the Company or its designated agent. An Exercise Notice must relate to all the Vested Shares under the Option (and not some only). An Exercise Notice will take effect on the date it is accepted as valid by the Company or, if there are any Dealing Restrictions in place on that date, as soon as practicable (as determined by the Committee) on or after the date when all Dealing Restrictions have lifted. Subject to Rule 11, the Company will arrange for the Vested Shares and any Dividend Equivalents to be delivered to the Participant within 60 days after the date on which the Exercise Notice takes effect.

    3. Restricted Shares: The Restricted Shares will stop being at risk of forfeiture on the Vesting Date and, subject to Rule 11, the Participant may request that the Shares be transferred from the Trustee or nominee. The Company will arrange for any Dividend Equivalents to be delivered to the Participant within 60 days of the Vesting Date.

    4. Phantom Conditional Awards: The Company will arrange for the Cash Value of the notional Vested Shares and any Dividend Equivalents under a Phantom Conditional Award to be paid to the Participant in the first practicable payroll after the Vesting Date. Where a Participant is paid in a currency that is not GBP, the Company will

       make the payment in the currency in which the Participant's salary is paid, using such exchange rate as it considers appropriate.

    5. Phantom Options: A Participant may, subject to any Dealing Restrictions, exercise a Vested Phantom Option at any time during the Exercise Period by delivering an Exercise Notice to the Company or its designated agent. An Exercise Notice must relate to all the Vested Notional Shares under the Option (and not some only). An Exercise Notice will take effect on the date it is accepted as valid by the Company or, if there are any Dealing Restrictions in place on that date, as soon as practicable (as determined by the Committee) on or after the date when all Dealing Restrictions have lifted. The Company will arrange for the Cash Value of the notional Vested Shares and any Dividend Equivalents to be paid to the Participant in the first practicable payroll after the date on which the Exercise Notice takes effect. Where a Participant is paid in a currency that is not GBP, the Company will make the payment in the currency in which the Participant's salary is paid, using such exchange rate as it considers appropriate.

11. ‌HOLDING PERIOD

    1. The Committee may, in its absolute discretion, determine that an Award should be subject to a mandatory Holding Period.

    2. The Committee will determine the length of any Holding Period and may impose such terms and requirements on an Award for the purposes of the Holding Period as it considers necessary or desirable including, but not limited to:

       1. requiring Participants to hold Shares via a nominee or the Trustee;

       2. restricting the circumstances in which the Shares or Award subject to the Holding Period may be transferred, assigned, sold, pledged or otherwise disposed of;

       3. restricting the exercise of Options during the Holding Period;

       4. requiring the Participant to provide information to satisfy the Company as to

          the Participant's observance of the Holding Period; and

       5. requiring the Participant to waive dividends or for any dividends paid on Shares during the Holding Period to be reinvested into the acquisition of further Shares, with those Shares subject to the balance of the Holding Period,

          save that a Participant will always be allowed to sell Shares to satisfy any Tax liability incurred by them in connection with the Award.

    3. Where a Holding Period applies to a Phantom Award, the Committee may impose similar terms and requirements in respect of the Phantom Award but adjusted as it considers appropriate to take account of the fact that the Award will be settled in cash.

    4. The Committee may at any time during a Holding Period determine that the Holding Period shall cease to apply to all or some of the Shares or Awards subject to that Holding Period.

    5. ‌Where the exercise of any Option has been restricted by a Holding Period, the time elapsed in respect of the relevant Option's Exercise Period will be paused until the Holding Period is concluded.

12. Malus and Clawback Arrangements

    1. ‌If a Trigger Event occurs prior to the seventh anniversary of the Grant Date (or such later date as required by any regulatory requirement), the Committee may, on such basis as it considers in its absolute discretion to be fair and reasonable, take one or more of the following actions in relation to any one or more Participants:

       1. reduce (including to nil) the number of Shares in respect of which any future Award is granted to a Participant; or

       2. reduce (including to nil) the number of Shares and/or Dividend Equivalents under an unvested Award or under a Vested but unexercised Option; or

       3. in relation to a Vested Award or exercised Option, require a Participant to transfer to the Company or such other person as the Company may direct within 30 days of a written demand from the Company such number of Shares or such monetary amount with a value to be determined in the Committee's absolute discretion.

    2. ‌A Trigger Event occurs if:

       1. there has been a material financial misstatement of the Group's audited financial accounts (other than as a result of a change in accounting practice) for any period or a misleading representation of performance for any period;

       2. a scenario or event occurs which causes a material downturn in the financial performance of the Group;

       3. the calculation of the original Award is based (in whole or in part) on a material error;

       4. there are circumstances which would warrant or would have warranted the Company summarily dismissing the Participant (whether or not the Company has chosen or chose to do so) or of employee misbehaviour or material error whether or not justifying such summary dismissal;

       5. any regulatory investigation or breach of law, rules or codes of conduct or misconduct occurs, which in the opinion of the Committee ought to result in the complete or partial lapse of an Award;

       6. there has been a material failure of risk management and/or controls by the Participant, the Company or a relevant business unit;

       7. the Company or a relevant business unit has suffered a material downturn in its financial performance; or

       8. there are circumstances which in the Committee's opinion have (or would have if made public) a sufficiently significant impact on the reputation of the Company or of any Group Member that would justify the application of Rule 12.1.

    3. For the purposes of these rules, if the Committee exercises its discretion under Rule

       12.1 before an Award Vests:

       1. the Award shall be deemed to have been granted over the reduced number of Shares; and

       2. any subsequent Vesting of the Award shall be determined by reference to this reduced number of Shares,

       save that if the number of Shares is reduced to nil, the Award shall be treated as if it had never been granted and such Participant (including a Participant who has left employment before the Vesting Date) shall have no rights to any Shares, Dividend Equivalents or Cash Value.

13. ‌LEAVERS

    1. ‌The Committee may specify at the Grant Date the circumstances in which a Participant will become an Approved Leaver in respect of an Award and any such specification will override the terms in Rule 13.2.

    2. ‌If the Committee does not specify at the Grant Date the circumstances in which a Participant will become an Approved Leaver, then a Participant will become an Approved Leaver if they cease to be an Employee (or, if the Committee so determines, gives or are given notice of termination) at any time before the Scheduled Vesting Date of their Award other than by reason of:

       1. voluntary resignation; or

       2. circumstances which would warrant the Participant's summary dismissal.

          If a Participant is not an Approved Leaver, the Award shall immediately lapse, unless the Committee, acting fairly and reasonably, determines otherwise.

    3. ‌An Approved Leaver's Award will not lapse but remain capable of Vesting in full on

       the Scheduled Vesting Date subject to the satisfaction of any Other Vesting Conditions.

    4. Any Holding Period applicable to an Approved Leaver's Award will continue to apply.

    5. The Committee may vary the application of Rules 13.3 and 13.3 to an Approved Leaver in any way it considers appropriate including but not limited to:

       1. allowing an Award to Vest sooner than the Scheduled Vesting Date in which case the Committee will assess satisfaction of any Other Vesting Conditions by reference to that earlier date;

       2. waiving in whole or in part any Other Vesting Conditions;

       3. waiving in whole or in part the time pro rating reduction or adjusting the method by which the reduction is calculated;

       4. waiving in whole or in part the Holding Period; and

       5. where a Participant becomes an Approved Leaver by reason of the demerger, sale or transfer of the company, business or division in which they are employed, the Committee may determine that part or all of the Award must be

          rolled over into an equivalent award over shares in the demerged or purchaser company (or on such terms as the Company shall agree with that company).

    6. A Participant who holds more than one Award may be treated differently in respect of each Award (including potentially being an Approved Leaver in respect of some Awards and not others). Different parts of an Award, or Awards made to different Participants at the same time, may also be treated differently for the purposes of this Rule 13.

    7. The Committee may determine that an Option held by an Approved Leaver will be automatically exercised on the Termination Date provided that any applicable Exercise Price (if applicable) is equal to or less than the Market Value on that date.

    8. If a Participant ceases to be an Employee and is not an Approved Leaver but holds a Vested Option at their Termination Date, they may exercise that Option within the Exercise Period of the Vested Option..

    9. A Participant will not cease to be an Employee for the purposes of this Rule 13 if they cease to be employed by a member of the Group but continue to be or are immediately afterwards employed by another member of the Group.

14. ‌Corporate Events

    1. ‌A Corporate Event occurs if:

       1. ‌any person (either alone or together with any person acting in concert with them) obtains Control of the Company as a result of making:

          1. a general offer to acquire the whole of the issued and to be issued ordinary share capital of the Company which is made on a condition such that if it is satisfied, the person making the offer will have Control of the Company; or

          2. a general offer to acquire all of the Shares;

       2. ‌any person proposes to obtain Control of the Company in pursuance of a compromise or arrangement sanctioned by the court under section 899 of the Companies Act 2006; or

       3. ‌notice is given of a resolution for the voluntary or compulsory winding-up of the Company.

    2. Subject to Rules 14.3 to 14.5, if a Corporate Event occurs all outstanding Awards will automatically Vest in full (without any time pro-rating) on the Relevant Date and, in the case of Options, will be automatically exercised on that date.

       Internal reorganisation

    3. ‌If the purpose and effect of the Corporate Event, together with any associated transactions, is to create a new holding company for the Company, such company having substantially the same shareholders and proportionate shareholdings as those of the Company immediately prior to the Corporate Event, an Award will not Vest automatically and will Vest only with the consent of the Committee. Unless the Committee determines otherwise in its absolute discretion, an Award will in such

       circumstances instead be exchanged automatically for an equivalent award in accordance with Rules 14.4 and 14.5.

       Exchange of awards

    4. ‌If any person (either alone or together with any person acting in concert with them) (the

       Acquiring Company):

       1. obtains Control of the Company as a result of making:

          1. a general offer to acquire the whole of the issued and to be issued ordinary share capital of the Company which is made on a condition such that if it is satisfied the Acquiring Company will have Control of the Company; or

          2. a general offer to acquire all the Shares; or

       2. proposes to obtain Control of the Company in pursuance of a compromise or arrangement sanctioned by the court under section 899 of the Companies Act 2006,

          and the Acquiring Company notifies Participants or the Company of an offer of a replacement Award which (in the opinion of the Committee) is equivalent to the Old Award but relates to shares in a different company (whether the Acquiring Company itself or another company) (the New Award and New Grantor), then the Committee may determine that for any Award which has not lapsed (the Old Award):

       3. a Participant will be given a choice between the Vesting of their Old Award on the Relevant Date and releasing the Old Award in return for the grant of the New Award; or

       4. Old Awards lapse on the Relevant Date and will be exchanged automatically for the New Awards.

    5. ‌Following any exchange of Awards under Rule 14.4, the provisions of the Plan will be construed as if:

       1. the New Award was an award granted under the Plan at the same time as the Old Award;

       2. references to the Company in the Rules were references to the New Grantor;

       3. references to the Committee in the Rules were references to the board of directors of the New Grantor or any duly authorised committee thereof;

       4. references to Shares were references to shares or notional shares in the New Grantor; and

       5. the Vesting Date in relation to the New Award was the same as that in relation to the Old Award.

          Adjustment of awards

    6. In the event of any Capital Reorganisation (or the implementation by the Company of a demerger or payment of a super dividend or other event which would otherwise

       materially affect the value of an Award) the Committee may adjust the number of Shares subject to Awards (including, for the avoidance of doubt, Shares under any Award which have not yet been transferred to a Participant) to such extent and in such manner as it thinks fit.

15. ‌TAXATION

    1. Any liability of a Participant to Tax or social security contributions in respect of an Award or Shares under an Award (including, for the avoidance of doubt, any cash amount paid) shall be for the account of the relevant Participant (and the Participant shall indemnify the Group in respect of the same), and the release of any Shares or the exercise of any Award shall be conditional on the Participant complying with any arrangements specified by the Company or the Trustee for the payment of taxation and any social security contributions (including, without limitation, the sale of sufficient Shares or withholding from any Cash Value to enable the Company or the Trustee or any employing company in the Group to satisfy its obligations in respect of deduction of taxation and employee's social security contributions at source).

    2. The Company or, where the Committee so directs, any member of the Group, will pay the appropriate stamp duty on behalf of Participants in respect of any transfer of Shares on the Vesting or exercise of an Award under the Plan.

    3. If the Committee so requires, a Participant who is or may be subject to income tax in the UK in respect of their Awards will, within all applicable time periods, enter into a relevant tax election (including an election under section 431 of the Income Tax (Earnings and Pensions) Act 2003) in connection with and as a condition of their Award.

    4. At or before the Vesting of an Award, the Company may, in its absolute discretion, either: (i) deliver cash in lieu of a number of Shares in respect of which the Award will Vest with a value at least (in its estimation) equal to the liability of the Employee to any income tax and social security contributions that will arise on Vesting or exercise of the Award. Such cash amount shall be paid directly to the Employee's employing company or another Group Company acting as agent in order for that company to make a payment directly to the relevant taxation authority to discharge the liability of the Employee to income tax and social security contributions that arises as a result of the Vesting of the Award; or (ii) determine that the Award will only Vest at the Vesting Date in respect of that number of Shares subject to it in respect of which the Employee has provided to the relevant Group Company the funds sufficient to meet the liability to income tax and social security contributions arising, with the remainder of the Shares subject to the Award Vesting subsequently when Vesting would not be subject to Dealing Restrictions.

16. ‌Lapse of Awards

    1. Awards will lapse upon the occurrence of the earliest of the following events:

       1. to the extent that any Other Vesting Conditions have not been met at the Scheduled Vesting Date and are considered by the Committee to no longer be capable of being met;

       2. in relation to an Award which is granted in the form of an Option, the expiry of the Exercise Period;

       3. the Participant ceasing to be an Employee (or the date on which an Employee gives or is given notice of termination of employment for any reason), unless the Participant is an Approved Leaver or the Award is a Vested Option;

       4. if the Participant becomes an Approved Leaver, on the Termination Date to the extent that the Award is no longer capable of Vesting or being exercised in accordance with Rule 13 (including, for the avoidance of doubt, where the Exercise Period has expired or Scheduled Vesting Date has passed);

       5. if the Participant becomes an Approved Leaver and the Award is a Vested Option, the expiry of the Exercise Period; if the Participant ceases to be an Employee and is not an Approved Leaver but holds a Vested Option, the expiry of the Exercise Period; immediately following the Relevant Date in respect of any Corporate Event specified in Rule 14 ;

       6. the date that a Participant commits misconduct which the Committee reasonably determines would have justified the Company summarily dismissing the Participant whether or not the Participant was so dismissed and, for the avoidance of doubt, an Award shall be treated as having lapsed on the date of the misconduct even if it is only subsequently discovered;

       7. unless the Committee determines otherwise, the Participant being deprived of the legal or beneficial ownership of the Award by operation of law, or doing or omitting to do anything which causes them to be so deprived including becoming or being declared bankrupt; or

       8. any purported transfer of an Award.

17. ‌Amendment and Administration

    1. The decision of the Committee in any dispute or question concerning the interpretation, construction or effect of the Plan or any other questions arising in connection with the Plan shall be final and conclusive.

    2. The Committee may at any time discontinue the grant of Awards. No Awards may be granted under the Plan after the date of the Company's annual general meeting in 2036. Termination of the Plan shall not affect any outstanding Awards.

       Shareholder approval

    3. The Committee may amend any of the provisions of the Plan in any way it thinks without the prior approval of the Company at a general meeting, fit provided that:

       1. the Committee shall not make any amendment that would materially prejudice the interests of existing Participants except with the prior consent or sanction of the Participants who hold (in aggregate) three quarters of all the Shares under Awards which would be affected by any such proposed amendment; and

       2. no amendment which, in the reasonable opinion of the Committee, is to the advantage of Employees or Participants may be made to:

          1. the definition of Employee;

          2. the limitations on the number of Shares subject to the Plan;

          3. the maximum entitlement of an Employee under the Plan;

          4. the basis for determining a Participant's entitlement to Shares under

             the Plan;

          5. the terms of Shares to be provided under the Plan; and

          6. the adjustment provisions of the Plan,

             without the prior approval of the Company in a or at a general meeting except: (aa) in the case of minor amendments to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants or for any member of the Group; or (bb) as otherwise permitted under these rules.

    4. Notwithstanding any other provision of the Plan, the Committee may establish appendices to the Plan for the purpose of granting Awards to Employees who are or may become primarily liable to tax outside the United Kingdom on their remuneration, subject to such modifications as may be necessary or desirable to take account of overseas tax, exchange control, securities laws or other applicable laws provided that any Shares made available under such appendices shall count towards the limits set out in Rule 4 .

18. ‌Issue, Transfer or listing of Shares

    1. Shares to be issued pursuant to the Plan will rank pari passu in all respects with the Shares then in issue, except that they will not rank for any rights attaching to Shares by reference to a record date preceding the Vesting Date.

    2. For so long as the Shares are admitted to Listing, application will be made for any newly issued ordinary shares to be admitted to such listing and admitted to trading on the London Stock Exchange.

    3. Shares to be transferred pursuant to the Plan will be transferred free of all liens, charges and encumbrances and together with all rights attaching thereto, save as may be necessary or desirable to enforce any applicable Holding Period.

    4. Any Shares acquired under the Plan will be subject to the articles of association of the Company as amended from time to time.

19. ‌Relationship Between Plan and Employment

    1. Awards are made on a fully discretionary basis and will not constitute a contract of employment or other relationship between any member of the Group beyond the terms of the Awards. The rights and obligations of any individual under the terms of their office or employment with the Group shall not be affected by their participation in the Plan or any right they may have to participate in the Plan. The fact that one or more Awards have been made or offered to the individual does not create any right to, or expectation of, continued employment. An individual who participates in the Plan waives all and any rights to compensation or damages in consequence of the

       termination of their office or employment with any company for any reason whatsoever (whether lawfully or unlawfully), insofar as those rights arise or may arise from their ceasing to have rights under the Plan as a result of such termination, or from the loss or diminution in value of such rights or entitlements. In the event of any conflict between the terms of this Rule and the Participant's terms of employment, this Rule will take precedence.

    2. Benefits under the Plan shall not be pensionable.

    3. By participating in the Plan, the Participant's attention is drawn to the Group's data privacy policy, which sets out how the Participant's personal data will be used and shared by the Company and other members of the Group. Such policy does not form part of these Rules and may be updated from time to time. Any such updates shall be notified to the Participant (which may be by way of Group-wide internal update).

20. ‌NOTICES

    1. Any notice or other document which has to be given to a Participant under or in connection with the Plan may be (i) sent by email to any email address according to the records of their employing company or, in either case, such other address as may appear to the Company to be appropriate, (ii) delivered or sent by hand, registered post or courier using an internationally recognised courier company to them at their home address according to the records of their employing company, or (iii) provided electronically through a website hosted by the Company (such as intranet) or an agent of the Company, provided that the Participant is notified by email, hand, registered post or courier that such notice or document has been or will be provided in this manner.

    2. ‌Notices sent by email, in the absence of evidence to the contrary, will be deemed to have been received at the time of transmission. Notices sent by hand, registered post or courier to a Participant will be deemed to have been given at the time of delivery. Where delivery occurs outside of 9.30am to 5.30pm on a Business Day, notice shall be deemed to have been received at 9.30am on the next following Business Day.

    3. Notices provided through a website will be deemed to have been received on the day they are posted on the website or, if later, the day the Participant is deemed in accordance with Rule 20.2 to have received the notification that the notice has been provided there.

    4. A Participant will be responsible to ensure that their contact details are reviewed and maintained, and no member of the Group will be responsible for any non-delivery of notices resulting from invalid or incorrect contact information.

    5. Any notice or other document required to be given to the Company under or in connection with the Plan may be delivered or sent by hand, registered post or courier to it at its registered office (or such other place or places as the Committee may from time to time determine and notify to Participants) or sent by email to any email address notified to the sender.

    6. All Share certificates, and other communications relating to the Plan will be sent at the

       Participant's risk.

21. ‌GENERAL

    1. Every Award granted under this Plan shall be personal to the Participant to whom it is granted and, except to the extent necessary to enable a personal representative to realise the Award following the death of a Participant, neither the Award nor the benefit of that Award may be transferred, assigned, charged or otherwise disposed of to any person. An Award will lapse immediately if the Participant to whom it was made purports to transfer, charge or otherwise dispose of that Award to any person otherwise than as permitted by the Plan.

    2. The existence of any Award shall not affect in any way the right or power of the Company or its shareholders to make or authorise any or all adjustments, recapitalisations, reorganisations or other changes in the Company's capital structure, or any merger or consolidation of the Company, or any issue of Company shares, bonds, debentures, preferred or prior preference stocks ahead of, or convertible into, or otherwise affecting the Shares or the rights thereof, or the dissolution or liquidation of the Company or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

    3. The invalidity or non-enforceability of one or more provisions of the Plan will not affect the validity or enforceability of the other provisions of the Plan, which will remain in full force and effect.

    4. Nothing in this Plan confers any benefit, right or expectation on a person who is not an Employee. No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Plan. This does not affect any other right or remedy of a third party which may exist.

22. ‌GOVERNING LAW

    1. These Rules and any non-contractual obligations arising out of or in connection with these Rules shall be governed by, and interpreted in accordance with, English law.

    2. The English courts shall have exclusive jurisdiction in relation to all disputes (including claims for set-off and counterclaims) arising out of or in connection with these Rules including, without limitation, disputes arising out of or in connection with: (i) the creation, validity, effect, interpretation, performance or non-performance of, or the legal relationships established by, these Rules and (ii) any non-contractual obligations arising out of or in connection with these Rules. For such purposes each party irrevocably submits to the jurisdiction of the English courts and waives any objection to the exercise of such jurisdiction.

‌Schedule 1 Definitions