Tp Icap Group PlcLSE: TCAP

Rules of the TP ICAP Group plc Global Employee Share Purchase Plan

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RULES

OF THE

TP ICAP GROUP PLC GLOBAL EMPLOYEE SHARE PURCHASE PLAN

Board adoption: 9 April 2025

Shareholders' approval: [14 May] 2025

Table of Contents

  1. Meaning of words used 1

  2. Grant of Awards - general 3

  3. Plan limit 4

  4. Free Share Awards 5

  5. Investment Shares 6

  6. Matching Share Awards 8

  7. Vesting of Free Share Awards and Matching Share Awards 9

  8. Settlement of Free Share Awards and Matching Share Awards 10

  9. Plan Shares 11

  10. Leaving 11

  11. Mobile Participants 13

  12. Takeovers and other corporate events 14

  13. Exchange of Awards 15

  14. Variations in share capital 16

  15. Tax 17

  16. Terms of employment 17

  17. General 18

  18. Administration 20

  19. Changing the Plan and termination 21

  20. Governing law and jurisdiction 22

Schedule 1: US Taxpayers 23

Schedule 2: California Participants 26

TP ICAP Group plc Global Employee Share Purchase Plan

(i)

TP ICAP Group plc Global Employee Share Purchase Plan
  1. Meaning of words used
    1. General

      In these rules:

      "Application Period" means the period the Board decides under rule 5.2 (Terms of Investment Shares);

      "Award" means a Free Share Award, a right to purchase Investment Shares or a Matching Share Award;

      "Award Date" means the date on which an Award is granted;

      "Board" means the board of directors of the Company or a committee duly authorised by it. For the purposes of rules 12 (Takeovers and other corporate events) and 13 (Exchange of Awards), it means those persons who were members of the Board immediately before the relevant event;

      "Business Day" means a day on which the London Stock Exchange (or, if the Board decides, any other stock exchange on which the Shares are traded) is open for the transaction of business;

      "Company" means TP ICAP Group plc, registered in Jersey with number 130617;

      "Contribution" means a deduction from a Participant's salary (or other source or method of payment agreed by the Board) for the purpose of acquiring Investment Shares;

      "Control" means the power of a person to secure by means of the holding of shares or the possession of voting power or by virtue of any powers conferred by any articles of association (or other document), that the affairs of a body corporate are conducted in accordance with the wishes of that person;

      "Dealing Restrictions" means any internal or external restrictions on dealings or transactions in securities;

      "Dividend Equivalent" means a right to receive an additional amount, as set out in rule 8.4 (Dividend Equivalents);

      "Early Leaver Vesting Date" means such date or dates as may be specified by the Board on which Awards held by Participants who Leave may Vest, ahead of the relevant Expected Vesting Date;

      "Eligible Employee" means an Employee who meets the requirements set out in rule 2.2 (Eligible Employees);

      "Employee" means any employee (including an employed executive director) of any Member of the Group and, for the purposes of rule 16 (Terms of employment), it includes a former employee;

      "Expected Vesting Date" means the date the Board decides under rule 4.3 (Terms of Free Share Awards) or 6.3 (Terms of Matching Share Awards);

      "Free Share Award" means a conditional right to acquire Shares granted under the Plan; "Good Leaver Reason" means:

      1. death;

      2. ill-health, injury or disability (evidenced to the satisfaction of the Board);

      3. redundancy within the meaning of the Employment Rights Act 1996 (or an overseas equivalent);

      4. retirement by agreement with the Participant's employing company or the Board;

      5. the Participant's employing company ceasing to be a Member of the Group;

      6. the business or part of the business that employs the Participant being transferred outside of the Group; or

      7. any other reason, at the discretion of the Board;

      "Group" means the Company and any company that is a subsidiary of the Company (within the meaning of section 1159 of the Companies Act 2006) and, for the purposes of rule 10 (Leaving), it includes associated companies nominated for this purpose by the Board, and "Member of the Group" will be understood accordingly;

      "Investment Shares" means Shares bought with a Participant's Contributions in accordance with the Plan;

      "Lapse" means:

      1. in relation to Investment Shares, the Participant no longer being entitled to purchase further Investment Shares in any Purchase Period; and

      2. in relation to a Free Share Award or a Matching Share Award, the Participant losing the right to receive some or all of the Shares or cash comprised in the Award;

      "Leave" means ceasing to be an employee (and ceasing to be a director) of all Members of the Group and "Leaving" and "Left" will be understood accordingly;

      "Linked Investment Shares" means those Investment Shares purchased up to any applicable Matching Limit as provided in rule 6.4 (Matching Ratio and Matching Limit);

      "Market Value" on any day means the market value of a Share (for the purposes of calculating entitlements under the Plan) as determined using a calculation method decided by the Board;

      "Matching Limit" means the limit the Board decides under rule 6.3 (Terms of Matching Share Awards);

      "Matching Ratio" means the ratio the Board decides under rule 6.3 (Terms of Matching Share Awards);

      "Matching Share Award" means a conditional right to acquire Shares granted under the Plan in connection with the purchase of Investment Shares during a specified Purchase Period;

      "Nominee" means the nominee appointed by the Board to hold Plan Shares on behalf of Participants for the purposes of the Plan;

      "Other Conditions" means any conditions imposed on Free Share Awards under rule 4.5 (Other Conditions);

      "Participant" means a person who has enrolled in the Plan for the purchase of Investment Shares or who is holding or has held an Award or, after death, that person's personal representatives;

      "Participating Company" means the Company and any Member of the Group that the Board has determined should participate in the Plan under rule 2.1 (Participating Companies);

      "Performance Conditions" means any performance conditions imposed on Free Share Awards under rule 4.4 (Performance Conditions);

      "Performance Period" means the period in respect of which any Performance Conditions are to be measured;

      "Plan" means the plan constituted by these rules and its schedules known as the TP ICAP Group plc Global Employee Share Purchase Plan, as amended from time to time;

      "Plan Shares" means Shares acquired by a Participant:

      1. as Investment Shares;

      2. as a consequence of the Vesting of a Free Share Award or Matching Share Award; and

      3. as a consequence of the reinvestment of dividends paid on other Plan Shares;

      "Purchase Date" means each date on which Investment Shares are purchased on behalf of a Participant;

      "Purchase Period" means the period, determined by the Board, during which Investment Shares will be purchased;

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

      "Tax" means any tax and social security charges (and/or any similar charges), wherever arising, in respect of a Participant's Award or otherwise arising in connection with that Participant's participation in the Plan; and

      "Vesting" means, in relation to a Free Share Award or a Matching Share Award, the Participant becoming entitled to the Shares subject to the Award, and "Vest", "Vested" and "Unvested" will be understood accordingly.

    2. Interpretation

      In this Plan, the singular includes the plural and the plural includes the singular. References to any enactment or statutory requirement will be understood as references to that enactment or requirement as amended or re-enacted and they include any subordinate legislation made under it.

  2. Grant of Awards - general
    1. ‌Participating Companies

      The Board will decide which Members of the Group will be Participating Companies. If at any time a Participating Company ceases to be a Member of the Group, it will automatically cease to be a Participating Company.

    2. ‌Eligible Employees

      An Eligible Employee is an Employee of a Participating Company, who is not on notice to terminate their employment.

      The Board can set such additional eligibility criteria as it considers appropriate from time to time in determining which Employees will be Eligible Employees under this rule 2.2 (Eligible Employees).

      The Board may only grant an Award to someone who is an Eligible Employee at the Award Date or, if the Board so decides, who is an Eligible Employee at any earlier date on which eligibility for an Award is assessed.

    3. Award type and timing

      The Board may offer or grant at any time, subject to Dealing Restrictions:

      1. Free Share Awards;

      2. rights to purchase Investment Shares; and

      3. for those who have enrolled to purchase Investment Shares, Matching Share Awards.

    4. All-employee operation

      Any time the Board decides to grant Awards and/or issue invitations to apply for Investment Shares, it will grant Awards and/or issue invitations to all Eligible Employees on similar terms.

    5. No payment

      A Participant is not required to pay for the grant of any Award.

    6. Administrative errors

      If the Board grants an Award:

      1. in error, it will be deemed never to have been granted and/or will immediately Lapse; and/or

      2. which is inconsistent with any provisions in this Plan, it will take effect only to the extent permissible under the Plan and will otherwise be deemed never to have been granted and/or will immediately Lapse.

    7. Nominee

      Plan Shares will be held by the Nominee on behalf of the Participants. The Board may make the grant of Awards subject to the condition that Participants enter into a Nominee agreement with the Nominee.

      Plan Shares and any cash held by the Nominee on behalf of Participants will be subject to the terms and conditions of the Nominee agreement.

  3. ‌Plan limit
    1. Dilution

      An Award may not be made which would cause the total number of Shares that have been Allocated in the previous 10 years (or could still be Allocated by virtue of rights granted) under the Plan and under any other employee share plans operated by any Member of the Group to exceed 10% of the ordinary share capital of the Company in issue.

    2. Calculating the number of Shares

      For the purposes of this rule 3 (Plan limit):

      1. Shares are considered to be "Allocated" when allotted and issued as new shares, or transferred from treasury. However, if relevant institutional investor guidelines cease to require treasury shares to be taken into account for these purposes, then treasury Shares will not count towards this Share limit; and

      2. where there has been a variation in the share capital of the Company as described in rule 14 (Variations in share capital), the number of Shares taken into account for the purposes of this Share limit will be adjusted as the Board considers appropriate to take account of the variation.

  4. ‌Free Share Awards
    1. Meaning of "Award"

      For the purposes of this rule 4 (Free Share Awards), references to "Awards" mean Free Share Awards.

    2. Grant of Free Share Awards

      If the Board grants Awards, they will be granted by deed or in any other way which ensures the Awards are contractually enforceable.

      The Board may require Participants to accept Awards or specific terms and may provide for Awards to Lapse if they are not accepted within a specified period.

      The Board may allow Participants to disclaim all or part of an Award within a specified period. If an Award is disclaimed, it will be deemed never to have been granted.

    3. ‌Terms of Free Share Awards

      Awards are subject to the rules of the Plan.

      The Board will approve the terms of an Award, including:

      1. the Award Date;

      2. the number of Shares subject to the Award or the basis for calculating the number of Shares;

      3. the Expected Vesting Date;

      4. if the Award is subject to any Performance Conditions, details of those Performance Conditions and the applicable Performance Period;

      5. details of any Other Conditions;

      6. whether Dividend Equivalents will apply; and

      7. whether the Participant may be required to enter into any election for a particular tax and/or social security treatment in respect of an Award and/or any Shares and any consequences of failing to make the election.

        Participants will be notified of the terms of their Awards as soon as practicable.

    4. ‌Performance Conditions

      The Board may make Vesting of an Award conditional on the satisfaction of one or more Performance Conditions.

      The Board may change a Performance Condition in accordance with its terms or if anything happens that causes the Board to reasonably consider it appropriate to do so.

      The Board will notify any relevant Participant as soon as practicable after any change.

    5. ‌Other Conditions

      The Board may impose other conditions on Vesting of an Award. The Board may change those other conditions in accordance with their terms or if anything happens which causes the Board to reasonably consider it appropriate to do so.

      The Board will notify any relevant Participant as soon as practicable after any change.

  5. ‌Investment Shares
    1. Invitations

      If the Board proposes to offer Investment Shares, it will invite all Eligible Employees to enrol in the Plan by submitting an application during an Application Period.

    2. ‌Terms of Investment Shares

      The rights to purchase Investment Shares are subject to the rules of the Plan.

      The Board will approve the terms on which Investment Shares are to be purchased, which will be shared with Employees prior to enrolment, including:

      1. the dates of any Application Periods;

      2. the Purchase Period and, where appropriate, the interval at which future Purchase Periods will occur;

      3. the number and frequency of Contributions to be made in the relevant Purchase Period;

      4. the date on which Contributions will start;

      5. the maximum and minimum amount for each Contribution;

      6. any restrictions on varying and restarting Contributions;

      7. any limit on Investment Shares under rule 5.5 (Limit on Investment Shares - scaling down);

      8. the Purchase Date(s) or the basis on which the Purchase Date(s) will be determined;

      9. whether Matching Share Awards will be offered (in which case the terms set out in rule 6.3 (Terms of Matching Share Awards) will also be specified); and

      10. whether the Participant may be required to enter into any election for a particular tax and/or social security treatment in respect of the purchase of Investment Shares and any consequences of failing to make it.

    3. Enrolment and applications

      Eligible Employees can enrol at any time during an Application Period, subject to any applicable Dealing Restrictions.

      By enrolling in the Plan, Participants will:

      1. accept the terms of the Plan;

      2. apply for Investment Shares on the terms specified pursuant to rule 5.2 (Terms of Investment Shares);

      3. specify the amount of each Contribution; and

      4. authorise Contributions to be deducted from their salary (or agree to another source or method of payment agreed by the Board).

    4. Evergreen status

      Unless the Board decides otherwise, when an Eligible Employee enrols in the Plan, this will be on an evergreen basis, such that the Eligible Employee will become a Participant for the Purchase Period which is current at the time of enrolment and all future Purchase Periods, until they withdraw in accordance with the Plan.

      The Board may decide at any time that applications will cease to apply on an evergreen basis. This will not have any impact any Purchase Periods already commenced. The Board will notify all affected Participants as soon as practicable.

      Where the Plan operates on an evergreen basis, the terms for each new Purchase Period will apply on the same basis as for the most recent Purchase Period (with any dates being advanced as appropriate by reference to the new Purchase Period), unless the Board decides otherwise in which case the updated terms will be communicated to Participants before the new Purchase Period begins.

    5. ‌Limit on Investment Shares - scaling down

      The Board may limit the number or value of Investment Shares that may be bought for any Purchase Period.

      If applications for Investment Shares are received that exceed the limit, or it becomes clear once Contributions have been made that the limit will be exceeded, then the Board has discretion to accept the applications as made, or to scale down applications. If scaling down occurs, the number of Shares and/or Contributions for each Participant will be reduced as determined by the Board. Each Participant will be notified of the change, each application will be deemed to be modified or withdrawn accordingly and any excess Contributions already made will be returned to the Participants.

    6. Holding Contributions

      Contributions will be held in a non-interest bearing account until they are used to purchase Investment Shares on the Participant's behalf or are returned to the Participant.

    7. Purchase of Investment Shares

      On each Purchase Date, the Board will arrange for the aggregate amount of Contributions made by the Participants to be applied in purchasing Investment Shares on behalf of Participants.

      The number of Shares that will be purchased on behalf of each Participant will be determined by reference to that Participant's Contributions and the Market Value of a Share on the Purchase Date.

      Participants' Contributions will be applied to purchase fractional entitlements to Shares on each Purchase Date, unless the Board decides to carry forward and add to the next Contribution any excess not used to purchase a whole number of Shares on any Purchase Date.

    8. Adjusting Contribution limits

      The Board may, at any time, change the maximum and minimum amount of each Contribution not yet made for any Purchase Period and notify affected Participants accordingly. Following such notification, any Contribution greater than the new maximum will be deemed to be modified

      accordingly. Any Contribution less than the new minimum will only be modified where a Participant has agreed to such change.

    9. Stopping Contributions

      A Participant may, at any time, stop making further Contributions by giving notice as specified by the Company. The notice will take effect within such timeframe as is communicated to Participants or as soon as practicable following receipt of the notice. The Board may permit the Participant to restart Contributions. Missed Contributions may not be made up, unless the Board decides otherwise.

      The Board may, at any time, decide that no further Contributions will be taken for a Purchase Period and will give notice to affected Participants. The notice will take effect within such timeframe as is communicated to Participants or as soon as practicable following receipt of the notice. No new Purchase Periods will start following the notice unless and until the Board decides otherwise.

      Contributions already made prior to the notice taking effect will be used to purchase Investment Shares unless the Board decides otherwise.

    10. Contributions in error

      If the amount of any Contribution made is in error, any Member of the Group and/or the Nominee may take such action as the Board may direct to correct the error.

    11. Dealing Restrictions

      If purchasing Investment Shares would be prohibited by Dealing Restrictions, the purchase will not occur until after the Dealing Restrictions cease to apply.

      A Participant should not take any other action referred to in this rule 5 (Investment Shares), including stopping, starting or varying Contributions, at a time when such action would be prohibited by Dealing Restrictions.

  6. ‌Matching Share Awards
    1. Meaning of "Award"

      For the purposes of this rule 6 (Matching Share Awards), references to "Awards" mean Matching Share Awards.

    2. Grant of Matching Share Awards

      The Board may decide to grant Awards to Participants which are linked to some or all of the Investment Shares purchased. The terms on which a Participant enrols in the Plan will state if Awards will be granted.

      A Participant's Award will be granted on the first Purchase Date for that Participant in the relevant Purchase Period, unless the Board decides otherwise.

    3. ‌Terms of Matching Share Awards

      Awards are subject to the rules of the Plan.

      The Board will approve the terms of an Award, which will be shared with Employees prior to enrolment, including:

      1. the Matching Ratio;

      2. the Matching Limit (if any);

      3. the Expected Vesting Date;

      4. whether Dividend Equivalents will apply; and

      5. whether the Participant may be required to enter into any election for a particular tax and/or social security treatment in respect of an Award and/or any Shares and any consequences of failing to make the election.

    4. ‌Matching Ratio and Matching Limit

      The Board will specify the Matching Ratio and, if having one, the Matching Limit for each Award.

      The Matching Ratio is used to determine the number of Shares subject to an Award by reference to the Linked Investment Shares purchased.

      The Matching Limit, where applicable, is the limit on the number of Investment Shares or value of a Contribution by reference to which the Shares subject to an Award will be calculated. Where a Matching Limit applies:

      1. the relevant number of Investment Shares (or number of Investment Shares purchased with the specified value of the Contributions) will be "Linked Investment Shares";

      2. Investment Shares acquired which are in excess of the applicable Matching Limit will not be Linked Investment Shares; and

      3. the Matching Ratio will only be applied to Linked Investment Shares.

        The Board may alter the Matching Ratio and/or Matching Limit at any time. The Board must give notice of any change to all affected Participants as soon as practicable (and, in any event, before Investment Shares are purchased under the varied terms).

    5. Lapse of Matching Share Awards

      In addition to any other provisions for Lapse under the Plan, if a Participant directs the Nominee, prior to Vesting, to sell or transfer any Linked Investment Shares, the related Award will Lapse in respect of a number of Shares determined as follows: Linked Investment Shares sold or transferred multiplied by the Matching Ratio of the Award in question, unless the Board determines otherwise.

    6. Number of Shares that will Vest

      The number of Shares subject to an Award that will Vest is equal to the aggregate number of Shares purchased for the relevant Purchase Period (or Linked Investment Shares, if there is a Matching Limit), and that continue to be held by the Nominee on behalf of the Participant, multiplied by the Matching Ratio of the Award. If the Matching Ratio has changed between Purchase Dates, the calculation will be applied to account for the different Matching Ratios.

  7. Vesting of Free Share Awards and Matching Share Awards
    1. Timing of Vesting

      Free Share Awards will Vest on the latest of:

      1. the Expected Vesting Date;

      2. the date it is decided that any Performance Conditions are satisfied; and

      3. the date it is decided that any Other Conditions are satisfied.

        Matching Share Awards will Vest on the Expected Vesting Date.

    2. Conditions - extent of Vesting

      A Free Share Award will Vest to the extent that the Board decides that any Performance Conditions and/or Other Conditions are satisfied.

    3. Lapse

      To the extent a Free Share Award or a Matching Share Award or any part of it is no longer capable of Vesting it will Lapse. To the extent the Award Lapses, it cannot Vest under any other provision of the Plan.

    4. Vesting - impact of Dealing Restrictions

      Where a Free Share Award or a Matching Share Award would otherwise Vest at a time when Dealing Restrictions would prohibit:

      1. delivering or arranging delivery of Shares or cash; and/or

      2. the Participant from selling Shares, if required to discharge Tax,

        the Award will not Vest until the Dealing Restrictions cease to apply, unless the Board decides otherwise.

    5. Fractions

      Where an Award would otherwise Vest over a fraction of a Share, the Participant will be paid as close as possible the equivalent value of that fraction in cash (based on the Market Value of a Share on the date of Vesting), or the Board may instead decide that the number of Shares that will Vest will be rounded to the nearest whole Share.

  8. ‌Settlement of Free Share Awards and Matching Share Awards
    1. Meaning of "Award"

      For the purposes of this rule 8 (Settlement of Free Share Awards and Matching Share Awards), references to "Awards" mean Free Share Awards and Matching Share Awards.

    2. Cash alternative

      The Board may choose (whether at the time of grant or any other time before settlement) to settle any Award partly or fully in cash (based on the Market Value of Shares on the date of Vesting). The Participant will have no right to acquire the Shares in respect of which an Award has been settled in cash.

    3. Delivery of Shares or cash

      If an Award Vests, the Board will arrange for the delivery of Shares or cash as soon as practicable after Vesting. Shares will be delivered to the Nominee on behalf of the Participant, unless the Board decides otherwise.

    4. ‌Dividend Equivalents

      Where an Award includes Dividend Equivalents, the Participant will receive an amount equal to the dividends, the record date for which falls between the Award Date and Vesting, multiplied by the number of Shares in respect of which the Award Vests.

      Dividend Equivalents will be calculated on such basis as the Board decides. Special dividends will not be included, unless the Board decides otherwise.

      Any Dividend Equivalents may be paid in cash and/or Shares that have an aggregate Market Value at Vesting which is closest to that amount (which may be rounded down to a whole number of Shares if the Board so decides). Dividend Equivalents will be paid on the same date and the same terms as the related Award.

    5. Dealing Restrictions

      If delivering or arranging delivery of Shares or cash would be prohibited by Dealing Restrictions, delivery will not occur until after the Dealing Restrictions cease to apply.

  9. Plan Shares
    1. Dividends

      Any dividends paid in respect of Plan Shares held by the Nominee will be applied in purchasing further Plan Shares, unless the Board decides otherwise.

      The number of Shares to be purchased on behalf of each Participant will be determined by reference to the amount of dividends to which the Participant is entitled and the Market Value of a Share on the relevant date.

      The Board may carry forward and add to the next dividend any excess not used to purchase further Shares. Alternatively, the Board may pay the excess to the Participant as soon as practicable.

      If the Board decides that dividends will not be reinvested (in whole or in part), amounts not reinvested will be paid to the relevant Participants.

    2. Shareholder rights

      Shares issued in connection with this Plan will rank equally in all respects with the Shares in issue on that date.

      Participants will only be entitled to rights attaching to Shares from the date of the allotment or transfer to them.

    3. Withdrawing Plan Shares

      A Participant may instruct the Nominee to sell or transfer the Participant's Plan Shares at any time.

  10. ‌Leaving
    1. Leaving - general

      When a Participant Leaves, and after all outstanding Free Share Awards and Matching Share Awards have either Lapsed or Vested, the Nominee will arrange for:

      1. any Plan Shares held by the Nominee on the Participant's behalf to be sold or transferred, in accordance with the Participant's instructions; and

      2. any sales proceeds and other cash held by the Nominee on the Participant's behalf to be transferred to the Participant, or otherwise paid in accordance with the Participant's instructions,

        as soon as practicable.

        If a Participant does not give the Nominee instructions in relation to the Plan Shares within the specified timeframe for giving instructions, the Plan Shares will be managed as decided by the Board.

        The Nominee will not be required to transfer cash amounts with a value of less than a minimum amount (specified from time to time) to Participants who have Left.

    2. Leaving - Investment Shares

      When a Participant Leaves, their rights to purchase Investment Shares Lapse. Contributions made, or in the process of being made, before the rights Lapse will be used to purchase Investment Shares (which will be able to qualify as Linked Investment Shares, up to the Matching Limit, for the purposes of any related Matching Share Award), unless the Board decides otherwise.

    3. ‌Leaving before Vesting - Free Share Awards and Matching Share Awards

      Where a Participant who holds a Free Share Award or Matching Share Award Leaves before Vesting, the Award will Lapse on the date the Participant Leaves, unless other provisions of this rule 10.3 (Leaving before Vesting - Free Share Awards and Matching Share Awards) apply.

      If a Participant Leaves for a Good Leaver Reason before Vesting the Award will:

      1. if the reason is death, Vest on the date of death;

      2. otherwise, Vest on the first practicable Early Leaver Vesting Date following Leaving, unless the Board decides otherwise; and

      3. in the case of a Free Share Award, Vest to the extent prescribed by rule 10.6 (Free Share Awards - extent of Vesting),

        and to the extent the Participant's Award does not Vest, it will then Lapse.

    4. Leavers after Vesting - Free Share Awards and Matching Share Awards

      If a Participant who holds a Free Share Award or Matching Share Award Leaves after Vesting, the Award will continue in accordance with the Plan.

    5. Summary dismissal

      If, at any time, a Participant is summarily dismissed or Leaves in circumstances where the Participant's employer would have been entitled to summarily dismiss the Participant (in the opinion of the Board) then that Participant's Free Share Awards and Matching Share Awards will immediately Lapse.

    6. ‌Free Share Awards - extent of Vesting

      If this rule 10.6 (Free Share Awards - extent of Vesting) applies, a Free Share Award will Vest:

      1. to the extent that the Board decides any Performance Conditions have been satisfied as measured over the Performance Period, or if the Performance Period has not yet ended:

        1. to the extent that the Board decides any Performance Conditions have been satisfied as measured over any other period the Board decides; or

        2. to the extent that the Board estimates any Performance Conditions would be satisfied over the Performance Period;

      2. to the extent that the Board decides any Other Conditions have been satisfied; and

      3. pro-rata to reflect the period from the Award Date until the date the Participant Leaves, as a proportion of the period from the Award Date until the Expected Vesting Date calculated by reference to complete days,

        unless the Board decides otherwise.

  11. ‌Mobile Participants
    1. Meaning of 'Mobile Participant'

      For the purposes of this rule 11 (Mobile Participants), if a Participant moves from one jurisdiction to another, or becomes tax resident in a different jurisdiction, they are a "Mobile Participant".

    2. Treatment of Awards - Mobile Participants

      Where a Participant becomes a Mobile Participant, then:

      1. as soon as reasonably practicable, the Participant's Contributions will cease and no further Contributions may be made;

      2. ‌any Contributions held on the Participant's behalf that have not been applied to acquire Investment Shares will be transferred to the Participant, unless the Board decides to permit the acquisition of Investment Shares;

      3. aside from any further Investment Shares acquired under section 11.2.2 at the Board's discretion, the Participant will not be entitled to receive any further Investment Shares;

      4. in relation to Matching Share Awards:

        1. if any Contributions held on the Participant's behalf are used to acquire Linked Investment Shares, the Participant will receive the additional corresponding Shares subject to their Matching Share Award; and

        2. Matching Share Awards will Vest on the next practicable Early Leaver Vesting Date; and

      5. in relation to any Free Share Awards that are Unvested, they will Vest on the next practicable Early Leaver Vesting Date as follows:

        1. to the extent that the Board decides any Performance Conditions have been satisfied as measured over the Performance Period, or if the Performance Period has not yet ended:

          1. to the extent that the Board decides any Performance Conditions have been satisfied as measured over any other period the Board decides; or

          2. to the extent that the Board estimates any Performance Conditions would be satisfied over the Performance Period;

        2. to the extent that the Board decides any Other Conditions have been satisfied; and

        3. pro-rata to reflect the period from the Award Date until the date the Participant Leaves, as a proportion of the period from the Award Date until the Expected Vesting Date calculated by reference to complete days,

          in each case, unless the Board decides otherwise which may include that Awards will Lapse.

    3. Treatment of Plan Shares - Mobile Participants

      If a Participant becomes a Mobile Participant:

      1. all of the Participant's Plan Shares (including any acquired on a subsequent Vesting of a Free Share Award or Matching Share Award) will continue to be held by the Nominee;

      2. the Participant's Plan Shares will continue to accrue dividends as set out in this Plan; and

      3. if the Participant remains an Eligible Employee, including if they are employed by a different Participating Company, they will be eligible to re-enrol in the Plan during the next Application Period,

        in each case, unless the Board decides otherwise.

  12. ‌Takeovers and other corporate events
    1. ‌Change of Control

      Where a person (or a group of persons acting together) obtains Control of the Company as a result of making an offer to acquire Shares, rule 12.6 (Impact of event) will apply on either the date the offer becomes unconditional in all respects or the date the person obtains Control as decided by the Board.

    2. ‌Schemes of arrangement

      Where a court sanctions a compromise or arrangement for the purposes of a change of Control of the Company, rule 12.6 (Impact of event) will apply on either the date of the court sanction or the effective date as decided by the Board.

    3. ‌Bound or entitled

      Where a person becomes bound or entitled to acquire Shares under sections 979 to 982 or 983 to 985 of the Companies Act 2006 (inclusive) or, if applicable, under the equivalent provisions of Part 18 of the Companies (Jersey) Law 1991, rule 12.6 (Impact of event) will apply on the date the person becomes so bound or entitled.

    4. Winding up

      If shareholders approve the voluntary winding up of the Company, rule 12.6 (Impact of event) will apply on the date of the shareholder approval.

    5. ‌Other corporate events

      If the Company is or may be affected by any other significant corporate event or any other transaction that might affect the current or future value of any Award, the Board may decide that rule 12.6 (Impact of event) will apply on a date determined by the Board.

    6. ‌Impact of event

      If this rule 12.6 (Impact of event) applies:

      1. Matching Share Awards will Vest;

      2. Free Share Awards will Vest to the extent prescribed by rule 12.7 (Free Share Awards -extent of Vesting);

      3. rights to purchase Investment Shares will Lapse; and

      4. any Contributions held on the Participant's behalf that have not been applied to acquire Investment Shares will be transferred to the Participant.

    7. ‌Free Share Awards - extent of Vesting

      If this rule 12.7 (Free Share Awards - extent of Vesting) applies, Free Share Awards will Vest:

      1. to the extent that the Board decides any Performance Conditions have been satisfied as measured over the Performance Period, or if the Performance Period has not yet ended;

        1. to the extent that the Board decides any Performance Conditions have been satisfied as measured over any other period the Board decides; or

        2. to the extent that the Board estimates any Performance Conditions would be satisfied over the Performance Period;

      2. to the extent that the Board decides any Other Conditions have been satisfied; and

      3. pro-rata to reflect the period from the Award Date until the date of Vesting, as a proportion of the period from the Award Date until the Expected Vesting Date calculated by reference to complete days,

        unless the Board decides otherwise, and to the extent it does not then Vest it will Lapse.

  13. ‌Exchange of Awards
    1. Definitions

      For the purposes of this rule 13 (Exchange of Awards), "Acquirer" means a person that obtains Control of the Company or becomes bound or entitled to acquire Shares under rule 12.3 (Bound or entitled) and "Award" means a Free Share Award or a Matching Share Award.

    2. Application of rule

      Where any of rules 12.1 (Change of Control), 12.2 (Schemes of arrangement), 12.3 (Bound or entitled) or 12.5 (Other corporate events) is expected to or does apply:

      1. if the relevant event constitutes a corporate reorganisation of the Company where substantially all the shareholders of the Company immediately before the reorganisation will continue to have Control immediately afterwards, rule 12 (Takeovers and other corporate events) will not apply but Awards will instead be exchanged for new awards, unless the Board decides otherwise; and

      2. in any other case, the Board may, with the consent of the Acquirer (where relevant), decide that either:

        1. rule 12 (Takeovers and other corporate events) will not apply but Awards will instead be exchanged for new awards; or

        2. Participants will be entitled to choose, within a period decided by the Board, whether to exchange their Awards for new awards.

          Where relevant, the Board and the Acquirer will agree the appropriate approach in respect of Awards that have Vested prior to the relevant event but may not be settled until after that event.

    3. Timing of exchange

      Any exchange of Awards for new awards will take place on (or as soon as practicable after) the relevant event in rule 12 (Takeovers and other corporate events).

    4. Exchange terms

      Any new award will be granted on such terms and over such shares (or other type of securities) as the Board decides, with the agreement of the Acquirer where relevant.

    5. Interpretation following exchange

      Unless the Board decides otherwise, any new award that is subject to the Plan will be interpreted as if references to Shares are references to the shares (or other securities) over which the new award is granted and references to the Company are references to the Acquirer.

  14. ‌Variations in share capital
    1. Definition

      For the purposes of this rule 14 (Variations in share capital), "Award" means a Free Share Award or a Matching Share Award.

    2. ‌Adjustments to Awards

      If there is:

      1. a variation in the share capital of the Company, including a capitalisation or rights issue, open offer, sub-division, consolidation or reduction of share capital;

      2. a demerger (in whatever form);

      3. a special dividend or distribution; or

      4. any other transaction that the Board decides will materially affect the value of the Shares,

        the Board may adjust the number or class of Shares to which an Award relates, and the number or value of Linked Investment Shares that are linked to a Matching Share Award, in such manner as the Board considers appropriate.

        The Board will notify affected Participants of any adjustment made under this rule 14.2 (Adjustments to Awards) as soon as practicable.

    3. Alternative Vesting

      If an event set out in rule 14.2 (Adjustments to Awards) occurs and the Board has decided, under rule 12.5 (Other corporate events), that rule 12.6 (Impact of event) will apply, the Board may not adjust the number or class of Shares to which an Award relates, or the number or value of Linked Investment Shares that are linked to a Matching Share Award under rule 14.2 (Adjustments to Awards).

  15. Tax
    1. ‌Withholding

      Any Member of the Group, any employing company, the Nominee or any third-party provider nominated by the Board (for the purpose of this rule 15.1 (Withholding) a "Withholding Entity") may make withholding arrangements as set out in this rule 15.1 (Withholding).

      A Withholding Entity may make such withholding arrangements as it considers necessary or desirable, including making deductions from any cash payment owed to the Participant.

      Withholding arrangements may include the sale on behalf of the Participant of some or all of the Participant's Plan Shares.

      A Withholding Entity may withhold in order to comply with requirements for the withholding or recovery of Tax from a Participant and to meet any applicable dealing and/or currency exchange costs and other associated costs.

    2. Share transfer tax

      The Board will determine who will pay any share transfer taxes arising on the settlement of Plan Shares.

    3. Participant indemnity

      Participants will indemnify the Group for any liability for Tax if requested to do so.

  16. ‌Terms of employment
    1. Application

      This rule 16 (Terms of employment) applies during an Employee's employment and after the termination of an Employee's employment, whether or not the termination is lawful.

    2. Not part of employment contract

      Nothing in the rules of the Plan or the operation of the Plan forms part of an Employee's contract of employment or alters it. The rights and obligations arising from the employment or former employment relationship between the Employee and the relevant Member of the Group are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, employment (continued or otherwise).

    3. No future expectation

      No Employee has a right to participate in the Plan. Participation in the Plan or the grant of an Award on a particular basis in any year does not create any right to or expectation of participation in the Plan or the grant of an Award on the same, or any other, basis (or at all) in the future.

    4. Decisions and discretion

      The terms of the Plan do not entitle the Employee to the exercise of any discretion in the Employee's favour. The Employee will have no claim or right of action in respect of any decision, omission or discretion which may operate to the disadvantage of the Employee.

    5. No compensation

      No Employee has any right to compensation or damages for any loss (actual or potential) in relation to the Plan, including any loss in relation to:

      1. any loss or reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment);

      2. any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any failure or delay to exercise a discretion or take a decision; and

      3. the operation, suspension, termination or amendment of the Plan.

    6. Waiver

      By participating in the Plan, an Employee agrees to waive all rights which might otherwise arise under the Plan, other than the right to acquire Shares or cash (as appropriate) subject to and in accordance with the explicit rules of the Plan, in consideration for and as a condition of the grant of an Award.

  17. General
    1. Data privacy

      Participation in the Plan will be subject to:

      1. any data privacy policies applicable to any relevant Member of the Group;

      2. any applicable privacy notices; and

      3. where required, any applicable data privacy consents.

    2. Consents and filings

      All allotments, issues and transfers of Shares or cash payments will be subject to the Company's articles of association and any necessary consents or filings required in any relevant jurisdiction. The Participant will be responsible for complying with any requirements needed in order to obtain, or to avoid the necessity for, any such consents or filings.

    3. Source of Shares

      The Plan may operate using newly issued Shares, Shares transferred from treasury and/or Shares purchased in the market.

    4. Listing

If, and for as long as, the Shares are listed on the London Stock Exchange (or, if the Board decides, any other stock exchange on which the Shares are traded), the Company will apply as soon as practicable for the listing and/or admission to trading on such exchange of any Shares issued in connection with the Plan.

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