Sharesave Scheme Rules 2026

Rules of the Volution Group plc 2026 Sharesave Scheme

Rules of the Volution Group plc 2026 Sharesave Scheme

Rules of the Volution Group plc 2026 Sharesave Scheme

Approved by the shareholders of Volution Group plc on [•] December 2026

Adopted by the board of directors of the Volution Group plc on [•] December 2026

Schedule A registered with HM Revenue and Customs on [•] under reference [•]

Expiry date: [•] December 2036

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Contents

1. DEFINITIONS AND INTERPRETATION 4

2. APPLICATION FOR OPTIONS 7

3. SCALING DOWN 8

4. GRANT OF OPTIONS 9

5. SCHEME LIMIT 9

6. RIGHTS TO EXERCISE OPTIONS 10

7. RESTRICTIONS ON TRANSFER AND BANKRUPTCY 11

8. TAKEOVER, RECONSTRUCTION AND LIQUIDATION 11

9. MANNER OF EXERCISE 14

10. CASH EQUIVALENT 14

11. ISSUE OR TRANSFER OF SHARES 15

12. ADJUSTMENTS 15

13. AMENDMENTS 15

14. LEGAL ENTITLEMENT 16

15. GENERAL 17

SCHEDULE A: UK PARTICIPANTS19

Rules of the Volution Group plc 2026 Sharesave Scheme

2

THE VOLUTION GROUP PLC 2026 SHARESAVE SCHEME

DEFINITIONS AND INTERPRETATION

In this Scheme, unless otherwise stated, the words and expressions below have the following meanings:

References in the Scheme to:

any statutory provisions are to those provisions as amended or re-enacted from time to time; and

the singular include the plural and vice versa.

Headings have no legal effect and do not form part of the Scheme.

Terms not otherwise defined in the Scheme will have the same meanings as are set out for them in Schedule 3.

APPLICATION FOR OPTIONS

Subject to rules 2.2 and 2.3, the Board may at any time invite Eligible Employees to apply for Options.

If, at the time that an invitation to apply for Options is issued, the Shares are quoted on the Daily Official List of the London Stock Exchange, the Board will calculate the Exercise Price only by reference to Dealing Days in a Pricing Period.

The issue of invitations to apply for an Option will be subject to obtaining any approval or consent required by the FCA (or other relevant authority), any Dealing Restrictions and any other applicable laws or regulations (whether in the UK or overseas).

Any invitation to apply for Options will be sent in writing or in electronic format to all Eligible Employees and will include details of:

the Exercise Price or the mechanism by which the Exercise Price will be determined;

the Maximum Contribution payable and the maximum Monthly Contribution payable in respect of that invitation;

the Minimum Contribution payable;

whether, for the purpose of determining the number of Shares over which an Option is to be granted, the Repayment under the Savings Contract is to be taken as including any Bonus or not;

whether any Top-Up Payments may be made in accordance with rule 9.3.1; and

the date by which applications must be received (being not earlier than 14 days after the Invitation Date),

and the Board may determine and if it so determines, will include in the invitations details of the maximum number of Shares over which applications for Options are to be invited.

The Board may exclude from an invitation any person who is under notice of dismissal or who will have ceased to hold Scheme-Related Employment at the anticipated Grant Date;

Applications for Options must incorporate or be accompanied by an application for a Savings Contract.

An application for an Option will be in writing or in electronic format and in such form as the Board may determine from time to time, provided that the applicant will be required to state:

the Monthly Contribution (being a multiple of £1 or an equivalent single unit of applicable local currency and not less than the Minimum Contribution) which the Participant wishes to make under the Savings Contract to be made in connection with the Option for which an application is made;

that the Participant's proposed Monthly Contribution in respect of that invitation:

2.7.2.1 when taken together with any monthly contribution the Participant makes under any other savings contract whether entered into in connection with the grant of an Option under the Scheme or in connection with the grant of an option under any other equivalent scheme will not exceed the Maximum Contribution; and 2.7.2.2 will not exceed the maximum Monthly Contribution for that invitation.

In the event of excess applications, each application will be modified or withdrawn in accordance with the steps taken by the Board to scale down applications pursuant to rule 3.

If an Eligible Employee's application for an Option specifies a proposed Monthly Contribution which:

when taken together with any monthly contribution the Eligible Employee makes under any other savings contract whether entered into in connection with the grant of an Option or in connection with the grant of an option under any other equivalent scheme, exceeds the Maximum Contribution, or

exceeds the maximum Monthly Contribution for that invitation,

the Board will be authorised to reduce the Eligible Employee's Monthly Contribution for that invitation so as to comply with the Maximum Contribution and/or the maximum Monthly Contribution payable in respect of that invitation.

Each application will be deemed to be for an Option over the largest whole number of Shares which can be acquired at the Exercise Price with the expected Repayment at the Bonus Date under the Savings Contract entered into in connection with the Option.

SCALING DOWN

If valid applications are received for a total number of Shares in excess of any maximum number of Shares determined by the Board pursuant to rule 2.4 or any limitation under rule 5, the Board will (having regard to paragraphs 7 and 8 of Schedule 3) scale down applications by taking the following steps until the number of Shares available equals or exceeds such total number of Shares applied for provided always that, in reducing the number of Shares applied for, any adjustments will ensure that an Eligible Employee's Monthly Contribution remains a multiple of £1 or an equivalent single unit of applicable local currency:

by excluding the Bonus (if any) from the amount of each Repayment;

by reducing the proposed Monthly Contributions pro rata to the excess over the amount the Board determines for this purpose, provided that this amount is not less than the Minimum Contribution; and/or

so far as necessary, selecting applications by lot, each based on a Monthly Contribution equal to the Minimum Contribution and no Bonus in the Repayment.

If the number of Shares available is insufficient to enable an Option (based on Monthly Contributions of such amount as the Board may determine) to be granted to each Eligible Employee making a valid application, the Board may, as an alternative to selecting by lot, determine in its discretion that no Options will be granted in respect of that invitation.

If the Board so determines, the provisions in rule 3.1 may be modified or applied in any manner as it may in its discretion determine.

GRANT OF OPTIONS

Subject to the other provisions of this rule 4, as soon as reasonably practicable after the date referred to in rule 2.4.6, the Board will grant to each Eligible Employee who has submitted a valid application (within any applicable time limit) an Option over the largest whole number of Shares which can be acquired at the Exercise Price with the expected Repayment under that Eligible Employee's Savings Contract at the applicable Bonus Date.

No Option will be granted to any person if at the Grant Date that person has ceased to be an Eligible Employee.

No Eligible Employee will be granted an Option to the extent it would at the proposed Grant Date cause the aggregate amount of the Eligible Employee's contributions under all Savings Contracts to exceed the Maximum Contribution.

No amount will be paid in respect of the grant of an Option.

The grant of an Option will be subject to obtaining any approval or consent required by the FCA (or other relevant authority), any Dealing Restrictions and any other applicable laws or regulations (whether in the UK or overseas).

No Options will be granted after the tenth anniversary of the date on which the Scheme was approved by the shareholders of the Company.

SCHEME LIMIT

The Board must not grant an Option which would cause the number of Shares allocated under the Scheme and under any other Employees' Share Scheme adopted by the Company to exceed such number as represents ten per cent of the ordinary share capital of the Company in issue at that time.

Subject to rules 5.3 and 5.4, in determining the limit set out in rule 5.1, Shares are treated as allocated if they have been newly issued by the Company or transferred from treasury to satisfy an option, award or other right granted during the ten years prior to the proposed Grant Date (an "award"), or in the case of such an award in respect of which Shares are yet to be delivered, if the Board intends that new Shares may be issued or that Shares from treasury may be transferred and for these purposes the number of Shares allocated includes:

Shares which have been issued or may be issued to any trustee; and

Shares which have been or may be transferred from treasury to any trustee,

in either case for the trustee to then transfer to satisfy an award (unless these Shares have already been counted under this rule).

The Board may determine that Shares transferred from treasury will cease to count as allocated for the purposes of rule 5.2 if guidelines published by institutional investor representative bodies no longer require such Shares to be counted.

The number of Shares allocated does not include:

Shares in respect of which the right to acquire such Shares lapses or is released;

existing Shares other than treasury Shares which are transferred to satisfy awards or that have been allocated to satisfy awards; and

Shares allocated in respect of awards which are then satisfied in cash.

The Board may make such adjustments to the method of assessing the limit set out in rule 5.1 as it considers appropriate in the event of any variation of the Company's share capital.

RIGHTS TO EXERCISE OPTIONS

Subject to rules 6.5 to 6.7 and 8, an Option may not be exercised earlier than the Bonus Date under the relevant Savings Contract.

Subject to rule 6.5, an Option may not be exercised later than six months after the Bonus Date under the relevant Savings Contract, at which time it will lapse.

An Option may be exercised in whole or in part. However, if partial exercise occurs, the unexercised part of the Option will lapse at the date of exercise.

Subject to rules 6.5 to 6.7 and 6.9, a Participant may exercise an Option only while the Participant continues to hold Scheme-Related Employment.

The personal representatives of a deceased Participant may exercise the Participant's Option within:

one year following the date of the Participant's death, if death occurs before the Bonus Date; or

one year following the Bonus Date, if death occurs on or within six months of the Bonus Date,

after which time it will lapse.

If a Participant ceases to hold Scheme-Related Employment because of:

injury or disability;

redundancy within the meaning of the Employment Rights Act 1996;

retirement;

a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006;

the company in which the Participant holds office or by which the Participant is employed ceasing to be an Associated Company of the Company by reason of a change of Control; or

the transfer or sale of the undertaking or part-undertaking in which the Participant holds a Scheme-Related Employment to a person who is not an Associated Company of the Company where the transfer is not a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006,

the Participant may, subject to rules 6.2 and 8, exercise the Option within six months of the date of such cessation after which time, subject to rule 6.5, it will lapse.

If a Participant ceases to hold Scheme-Related Employment after the third anniversary of the Grant Date other than as a result of a reason referred to in rule 6.6 or the Participant's summary dismissal, the Participant may, subject to rule 6.2 and 8, exercise the Option within six months of the date of such cessation after which time, subject to rule 6.5, it will lapse.

If the Participant ceases to hold office or employment with a Constituent Company or an Associated Company of the Company in any circumstances where none of rules 6.5, 6.6 or 6.7 apply, the Participant's Option will lapse at that time (regardless of whether such cessation is lawful or unlawful).

If a Participant ceases to be a director or employee of a Constituent Company but on the Bonus Date is an employee or director of an Associated Company of the Company, the Participant may, subject to rule 8, exercise the Option within six months of the Bonus Date, after which time, subject to rule 6.5, it will lapse.

No person will be treated for the purposes of this rule 6 as ceasing to hold the office or employment by virtue of which that person is eligible to participate in the Scheme until that person ceases to hold any office or employment with the Company or any company which is an Associated Company of the Company.

A Participant who ceases to hold Scheme-Related Employment because of maternity, paternity or parental leave will cease to hold Scheme-Related Employment on the date on which the Participant indicates either that the Participant does not intend to return to work or that the Participant will not be returning to work. If the Participant gives no indication, the Participant will cease Scheme-Related Employment on the day after the date on which the Participant's statutory right to return to work expires under the applicable legislation, or if later, any other date specified in the terms of the Participant's employment if the Participant has not then returned to work.

Notwithstanding any other rule of the Scheme, the Option will lapse on the date on which the Participant gives notice or is deemed to give notice under the Savings Contract that the Participant intends to stop paying contributions under the Savings Contract or applies for the Participant's savings to be repaid.

RESTRICTIONS ON TRANSFER AND BANKRUPTCY

An Option must not be transferred, assigned, charged or otherwise disposed of in any way (except in the event of the Participant's death, to the Participant's personal representatives) and will lapse immediately on any attempt to do so.

An Option will lapse immediately if the Participant is declared bankrupt under Part IX of the Insolvency Act 1986, applies for an interim order or proposes or makes a voluntary arrangement under Part VIII of the Insolvency Act 1986, or takes similar steps or is similarly affected under similar laws of any other jurisdiction.

TAKEOVER, RECONSTRUCTION AND LIQUIDATION

Where any of the events described in rule 8.2 occur, then subject to rules 8.3, 8.5 and 8.9, any Option may be exercised, subject to it lapsing under rule 6, within a period of six months of the date on which the event occurs, after which time it will lapse.

The events referred to in rule 8.1 are:

General offer

If any person (either alone or together with any person acting in concert with them):

obtains Control of the Company as a result of making:

8.2.1.1 a general offer to acquire the whole of the issued ordinary share capital of the Company other than that which is already owned by them and persons connected with them (which is either unconditional or is made on a condition such that if it is satisfied the person making the offer will have Control of the Company); or

8.2.1.2 a general offer to acquire all the shares in the Company which are of the same class as the Shares other than those which are already owned by them and persons connected with them; or

already having Control of the Company, makes an offer to acquire all of the Shares other than those which are already owned by them and persons connected with them,

(notwithstanding that such offer may be made to different shareholders by different means) and such offer becomes wholly unconditional.

Scheme of arrangement

A compromise or arrangement in accordance with section 899 or 901F of the Companies Act 2006 applicable to or affecting:

8.2.2.1 all the ordinary share capital of the Company or all of the shares as are of the same class as the Shares to which the Options relate; or

8.2.2.2 all the shares, or all of the shares of that same class, which are held by a class of shareholders identified otherwise than by reference to their employment or directorships or their participation in a scheme that meets the requirements of Schedule 3,

which is sanctioned by the Court.

Non-UK Company Reorganisation Arrangement

A Non-UK Company Reorganisation Arrangement applicable to or affecting:

8.2.2.3 all the ordinary share capital of the Company or all of the shares as are of the same class as the Shares to which the Options relate; or

8.2.2.4 all the shares, or all of the shares of that same class, which are held by a class of shareholders identified otherwise than by reference to their employment or directorships or their participation in a scheme that meets the requirements of Schedule 3,

becoming binding on the shareholders covered by it.

Squeeze-out and sell-out

Subject to rules 8.5 and 8.9, if any person becomes bound or entitled to acquire Shares under sections 979 to 982 or 983 to 985 of the Companies Act 2006, an Option may be exercised, subject to it lapsing under rule 6, while that person remains so bound or entitled, after which time it will lapse.

Winding-up

If the Company passes a resolution for voluntary winding-up, an Option may be exercised, subject to it lapsing under rule 6, within six months of the passing of the resolution, after which time it will lapse.

Exchange

An Option will not become exercisable under rules 8.1 or 8.3 but may, with the agreement of the Participant, be exchanged on the terms set out in rule 8.6 to the extent that:

the relevant event is part of an offer, scheme, compromise or arrangement whereby Control of the Company is to be obtained by another company (the "New Company");

immediately after the New Company obtains Control of the Company, all or substantially all of the issued share capital of the New Company will be owned directly or indirectly by the persons who were shareholders in the Company immediately before the change of Control; and

the New Company agrees to grant New Options in accordance with rule 8.6 in consideration for the release of any Options which have not lapsed,

and any Option which is not so exchanged will, subject to rule 6.5, lapse at the end of the Appropriate Period.

If any company (the "Acquiring Company"):

obtains Control of the Company as a result of one of the events described in rule 8.2; or

becomes bound or entitled to acquire Shares in accordance with rule 8.3,

any Participant may, at any time within the Appropriate Period, by agreement with the Acquiring Company, release any Option which has not lapsed (the "Old Option") in consideration of the grant to the Participant of an option (the "New Option") which is equivalent to the Old Option but relates to shares in a different company falling within paragraph 18(b) or (c) of Schedule 3 (whether the Acquiring Company or some other company).

The New Option will not be regarded for the purposes of rule 8.6 as equivalent to the Old Option unless the conditions set out in paragraphs 39(4)(b) to (d) of Schedule 3 are satisfied. If such conditions are satisfied, for the purposes of the New Option, the provisions of the Scheme will be construed as if:

the New Option is an option granted at the same time as the Old Option;

the Savings Contract applicable to the Old Option applies to the New Option; and

except for the purposes of the definitions of "Constituent Company" and "Subsidiary" in rule 1.1, the reference to the Volution Group plc in the definition of "the Company" in rule 1.1 is a reference to the different company mentioned in rule 8.6.

Following the grant of any New Option in accordance with rule 8.6, no other Options may be granted under the Scheme apart from New Options.

Exercise in advance of but conditional upon events in rules 8.2 or 8.3

The Board may in its discretion allow Options to be exercised during the period of 20 days ending on:

where rule 8.2 applies, the date of the relevant event; and

where rule 8.3 applies, the date on which the person becomes bound or entitled to acquire Shares under sections 979 to 982 or 983 to 985 of the Companies Act 2006.

Where Options are exercised pursuant to rule 8.9, if the event referred to in rule 8.2 or 8.3 does not occur, the exercise of those Options will be of no effect.

Meaning of Board

Any reference to the Board in this rule 8 means the members of the Board immediately prior to the relevant event.

MANNER OF EXERCISE

Subject to rule 9.4 and 11.2, an Option may be exercised in whole or in part during the periods specified in rules 6 and 8.

An Option may be exercised by the Participant giving notice in writing or electronic format and in such form as the Board may from time to time prescribe, to the company secretary of the Company or a duly appointed agent.

Where Monthly Contributions are made in a currency other than sterling, the Repayment will be exchanged at an exchange rate determined by the Board. To the extent that the sterling value of such Repayment:

is insufficient to acquire all of the Shares subject to the Option, the Participant may, if the Board determines that it may be included in an invitation to apply for an Option (under rule 2) make a Top-Up Payment on such terms as the Board may from time to time determine; or

is in excess of the amount required to acquire all of the Shares subject to the Option, the amount of such excess will be returned to the Participant in the currency in which the Monthly Contributions are made as soon as reasonably practicable after the notice of exercise referred to in rule 9.2 is received and the amount required to be exchanged to acquire all of the Shares subject to the Option is determined.

A Participant will be responsible for and indemnifies each relevant Constituent Company against any Tax Liability relating to the Participant's Option. Any Constituent Company may withhold an amount equal to such Tax Liability from any amounts due to the Participant (to the extent such withholding is lawful) and/or make any other arrangements as it considers appropriate to ensure recovery of such Tax Liability including, without limitation, the sale of sufficient Shares acquired subject to the Option to realise an amount equal to the Tax Liability.

CASH EQUIVALENT

Subject to rules 10.2 and 10.3, at any time before Shares have been delivered to a Participant to satisfy the exercise of an Option, the Board may determine that, in substitution for their right to acquire some or all of those Shares, the Participant will instead receive a cash sum equal to the market value (as determined by the Board) on the date of exercise of the Shares that would otherwise have been delivered less the Exercise Price and any such cash sum will be paid to the Participant as soon as reasonably practicable after the exercise of the Option, net of any Tax Liability.

The Board may determine that this rule 10 will not apply to an Award or any part of it.

This rule 10 will not apply to any Options granted to UK Participants.

ISSUE OR TRANSFER OF SHARES

Subject to rule 11.2, the number of Shares in respect of which the Option has been exercised will be issued or transferred as applicable to the Participant as soon as reasonably practicable thereafter.

The exercise of the Option and the issue or transfer of Shares under the Scheme will be subject to obtaining any approval or consent required by the FCA (or any other relevant authority), any Dealing Restrictions or any other applicable laws or regulations (whether in the UK or overseas).

ADJUSTMENTS

The number and/or the description of Shares subject to an Option and/or the Exercise Price thereof may be adjusted in such manner as the Board determines in the event of any Variation.

Apart from under this rule 12.2 no adjustment under rule 12.1 can reduce the Exercise Price to less than the nominal value of a Share. Where Options relate to both issued and unissued Shares, an adjustment under rule 12.1 above may only be made if the reduction of the Exercise Price in respect of both the issued and the unissued Shares can be made to the same extent. Any adjustment made to the Exercise Price of Options over unissued Shares to less than the nominal value of a Share will only be made if and to the extent that the Board is authorised to:

capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares subject to an Option exceeds the adjusted Exercise Price; and

apply that sum in paying up the Shares,

so that on exercise of the Option the Board will capitalise that sum and apply it in paying up the Shares.

The Company will take the steps it considers necessary to notify Participants of any adjustments made under this rule 12 and may call in, cancel, endorse, issue or re-issue any certificate as a result of that adjustment.

AMENDMENTS

Except as described in this rule 13, the Board may at any time amend the rules of the Scheme or the terms of any Option granted under it.

Subject to rule 13.3, no amendment to the advantage of Eligible Employees and/or Participants will be made under this rule 13 to the provisions relating to:

the persons to whom, Options may be granted under the Scheme;

the limit on the number of Shares which may be allocated subject to the Scheme;

the maximum entitlement for any one Participant;

the basis for determining a Participant's entitlement to, and the terms of, Shares to be provided under the Scheme;

the adjustments that may be made in the event of a Variation; and

the terms of this rule 13.2,

without the prior approval of the members of the Company in general meeting.

Rule 13.2 will not apply to any minor amendment which is to benefit the administration of the Scheme or is necessary or desirable to take account of any change in legislation or to obtain or maintain favourable taxation, exchange control or regulatory treatment for the Company or any Associated Company of the Company or Participant.

No amendment to the material disadvantage of the existing rights of Participants will be made under rule 13.1unless:

every Participant who may be affected by such amendment has been invited to indicate whether or not the Participant approves the amendment; and

the amendment is approved by a majority of those Participants who have so indicated.

No amendment will be made under this rule 13 if it would prevent the Scheme from being an Employees' Share Scheme.

LEGAL ENTITLEMENT

This rule 14 applies during a Participant's employment with the Company or any Associated Company of the Company and after the termination of such employment, whether or not the termination is lawful.

Nothing in the Scheme or its operation forms part of the terms of employment of a Participant and the rights and obligations arising from a Participant's employment with the Company or any Associated Company of the Company are separate from, and are not affected by, the Participant's participation in the Scheme. Participation in the Scheme does not create any right to continued employment for any Participant.

The grant of any Option to a Participant does not create any right for that Participant to be granted any further Options or to be granted Options on any particular terms, including the number of Shares to which Options relate.

By participating in the Scheme, a Participant waives all rights to compensation for any loss in relation to the Scheme, including:

any loss or reduction of any rights or expectations under the Scheme in any circumstances or for any reason (including lawful or unlawful termination of the Participant's employment); or

the operation, suspension, termination or amendment of the Scheme.

GENERAL

The Scheme will terminate on the date stated in rule 4.6 or at any earlier time by the passing of a resolution by the Board or an ordinary resolution of the Company in general meeting. Termination of the Scheme will be without prejudice to the existing rights of Participants.

Shares issued or transferred from treasury under the Scheme will rank equally in all respects with the Shares then in issue, except that they will not rank for any voting, dividend or other rights attaching to Shares by reference to a record date preceding the date of issue or transfer from treasury.

The Company will ensure that sufficient Shares will be available to satisfy all outstanding Options.

The Company will bear the cost of introducing and operating the Scheme (including but not limited to stamp duty, stamp duty reserve tax and any other costs relating to the issue or transfer of Shares upon the exercise of Options). However, the Company may require any Constituent Company to reimburse the Company for any Scheme costs borne by the Company, directly or indirectly, in respect of that Constituent Company's officers or employees.

If it is found following a Grant Date that as a result of an error or omission:

an Eligible Employee has not been given the opportunity to participate in the Scheme in respect of any invitation to apply for an Option; or

the number of Shares over which an Option was expressed to be granted to any Eligible Employee is incorrect,

any Option expressed to have been granted in respect of more than the correct number of Shares will be void as to the excess and any Option expressed to have been granted in respect of fewer than the correct number of Shares will relate to the correct number of Shares.

The personal data of any Eligible Employee, Participant or former Participant may be processed in connection with the operation of the Plan in accordance with the group's prevailing data protection policy and as notified to Eligible Employees pursuant to a privacy notice or otherwise. If an Eligible Employee, Participant, or former Participant is employed outside the European Economic Area and outside the United Kingdom and consent is needed for the processing of their personal data in connection with the operation of the Plan, by participating in the Plan, they consent to such processing of their personal data.

The Scheme will be administered by the Board. The Board will have full authority, consistent with the Scheme, to administer the Scheme, including authority to interpret and construe any provision of the Scheme and to adopt regulations for administering the Scheme and any documents it thinks necessary or appropriate. Decisions of the Board will be final and binding on all parties.

The Board may adopt additional schedules to the Scheme applicable in any jurisdiction, under which Options may be subject to additional and/or modified terms and conditions, having regard to any securities, exchange control or taxation laws, regulations or practice which may apply to the Participant, the Company or any Constituent Company. Any Shares made available under such schedule must be treated as counting against the limit set out in rule 5. With the exception of Schedule A (UK Participants), any additional section and all Options granted under that section will not form part of the Scheme for the purposes of Schedule 3.

Any notice or other communication in connection with the Scheme may be delivered personally or sent by electronic means or post, in the case of a company to its registered office (for the attention of the company secretary), and in the case of an individual to the individual's last known address, or, where the individual is a director or employee of an Associated Company of the Company, either to the individual's last known address or to the address of the place of business at which the individual performs the whole or substantially the whole of the duties of the individual's office or employment. Unless otherwise stated in the Scheme, where a notice or other communication is given by post, it will be deemed to have been received 72 hours after it was put into the post properly addressed and stamped, and if by electronic means, when the sender receives electronic confirmation of delivery or, if not available, 24 hours after sending the notice.

No benefits received under the Scheme will be pensionable.

No third party will have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Scheme (without prejudice to any right of a third party which exists other than under that Act).

The rules of the Scheme will be governed by and construed in accordance with the laws of England and Wales. Any person referred to in the Scheme submits to the exclusive jurisdiction of the Courts of England and Wales.

SCHEDULE A: UK PARTICIPANTS

The terms of this Schedule A are the terms set out in the Scheme modified as follows, which are intended to comply with Schedule 3. In the event of any conflict between this Schedule A and the rules of the Scheme, the provisions of this Schedule A will apply.

1. DEFINITIONS AND INTERPRETATION

Except as provided in this Schedule A, words and expressions in this Schedule A will have the same meanings as in the rules of the Scheme.

For the purposes of this Schedule A, the definitions of "Tax Liability" and "Top-Up Payment" will be deleted and, unless otherwise stated, the words and expressions below have the following meanings:

In the definition of "Exercise Price" the wording "in accordance with HMRC guidance" will be added after "no later than the Grant Date".

APPLICATION FOR OPTIONS

The following wording will be added to the end of rule 2.1:

"on similar terms (within the meaning given by paragraph 7 of Schedule 3)".

The following wording will be added to the end of rule 2.4.1:

"(which may be different in respect of three and five year Savings Contracts)".

Rule 2.4.5 will be deleted.

A new rule 2.4.6 will be added:

"; and

2.4.6 whether the Eligible Employees may elect for a three or five year Savings Contract."

The following wording will be added to the end of rule 2.5:

"provided that any such exclusion is in line with HMRC guidance."

The following wording "any other equivalent scheme" in rules 2.7.2.1 and 2.9.1will be deleted and replaced with "any other scheme that meets the requirements of Schedule 3".

A new rule 2.7.3 will be added:

"; and

2.7.3 if the Eligible Employee may elect for a three or five year Savings Contract, the Eligible Employee's election in that respect".

SCALING DOWN

The wording "being not less than £5" will be added at the end of rule 3.1.1.

The existing rule 3.1.3 will become rule 3.1.4 and a new rule 3.1.2 will be added:

"by treating any elections for a five year Savings Contract as elections for a three year Savings Contract; and/or"

The wording in rule 3.3 "as it may in its discretion determine" will be deleted and replaced with "as may be permitted in accordance with Schedule 3 and HMRC guidance".

GRANT OF OPTIONS

In rule 4.1, the wording "Subject to the other provisions of this rule 4, as soon as reasonably practicable after the date referred to in rule 2.4.6," will be deleted and replaced by "Subject to the other provisions of this rule 4, within 30 days, or if rule 3 applies, 42 days, of the earliest date by reference to which the Exercise Price is determined,".

New rules 4.7 and 4.8 will be added:

4.7 "At the time an Option is granted, a Participant will be notified, in the manner specified by the Board, of the grant of an Option, the date on which the Option was granted, the number of Shares under the Option, the Exercise Price, the Bonus and Bonus Date of the Option. The notification will also state whether or not the Shares are subject to Restrictions and if so, provide the details of the Restrictions.

4.8 No Options can be granted unless and until the Scheme meets the requirements of Schedule 3."

TAKEOVER, RECONSTRUCTION AND LIQUIDATION

The following wording will be added to the end of rule 8.7:

"For the purposes of satisfying the conditions set out in paragraph 39(4) of Schedule 3, the market value of any Shares must be determined using a methodology agreed with HMRC in accordance with paragraph 39(8) of Schedule 3."

A new rule 8.12 will be added:

"Shares ceasing to satisfy the requirements of Schedule 3

Notwithstanding that as a result of an event referred to in rules 8.2 to 0 shares in the Company cease to satisfy the requirements of paragraph 18 to 22 of Schedule 3, any shares acquired from the exercise of an option granted under the Scheme within a period of 20 days from the relevant event will be treated as Shares for the purposes of the Scheme."

MANNER OF EXERCISE

Rule 9 will be deleted and replaced with:

"9.1 An Option may only be exercised during the periods specified in rules 6 and 8 and only with monies not exceeding the amount of the Repayment under the Savings Contract as at the date of such exercise.

9.2 An Option may be exercised, in whole or in part, subject to rule 11.2, by the Participant giving notice in writing or in electronic format and in such form as the Board may from time to time prescribe, to the company secretary of the Company or a duly appointed agent. Any notice of exercise will only take effect on receipt along with the relevant Exercise Price or an instruction to withdraw and apply monies from the Savings Contract equal to the aggregate Exercise Price."

CASH EQUIVALENT

Rule 10 will be deleted.

ADJUSTMENTS

The following wording will be added to the end of rule 12.1:

"provided that no such adjustment will be made that does not meet the requirements of Schedule 3 so that the Exercise Price and the total Market Value of the Shares under Option remains substantially the same."

AMENDMENTS

The following wording will be added to the end of rule 13.1:

"If any such amendment would result in the Scheme ceasing to meet the requirements of Schedule 3, the amendment will not have effect unless and until the Board has determined that the amendment will take effect even if this causes the Scheme to cease to meet the requirements of Schedule 3."

GENERAL

The following wording will be added to the end of rule 15.5:

"and the Company and any relevant Associated Company may do all acts and things as may be agreed with HMRC to rectify such error or omission notwithstanding that such acts and things may not otherwise be in accordance with the terms of the Scheme."