Pennon : The Rules of The Pennon Group Sharesave Scheme

SOUTH WEST WATER PLC

PENNON GROUP PLC

THE RULES OF

THE PENNON GROUP SHARESAVE SCHEME

(HMRC reference [•])

Adopted by the Board on [•] 2024

Approved by shareholders at AGM on [•] 2024

Clause		Page
1	Definitions and Interpretation	1
2	Adoption	3
3	Eligibility	3
4	Grant of Options	3
5	Monthly Contribution and Repayment	6
6	Limits	7
7	Exercise of Options	8
8	Take-over, Reconstruction and Winding-up	10
9	Variation of Capital	12
10	Alterations	13
11	Miscellaneous	14

THE PENNON GROUP SHARESAVE SCHEME

1Definitions and Interpretation

(1) In this Scheme, unless the context otherwise requires:

"Associated Company" the meaning given in paragraph 47(1) of Schedule 3

"Board" means the board of directors of the Company or any committee or person duly authorised by such board of directors, or any duly appointed successor body;

"Bonus Date", in relation to an option, means, where in accordance with the Scheme the repayment under the Savings Contract made in connection with the option is taken as including the maximum bonus, the earliest date on which the maximum bonus is payable thereunder, and, in any other case, the earliest date on which a bonus is payable thereunder;

"Company" means Pennon Group Plc (registered in England and Wales under No: 2366640);

"Control" has the meaning given by section 995 of the Income Tax Act 2007 except for the purposes of clause 7(5)(b) where that expression will have the meaning given by sections 450 and 451 of the Corporation Tax Act 2010;

"Dealing Day" means a day on which the London Stock Exchange is open for the transaction of business;

"Dealing Restrictions" means restrictions imposed by the Company's share dealing code, the Listing Rules, the MAR, or any other applicable laws or regulations which impose restrictions on share dealing;

"FCA" means the United Kingdom Financial Conduct Authority, or any successor body;

"Full Time Director" means an employee who is a director of any Participating Company and is required under a contract of employment to work for more than 25 hours per week (excluding meal breaks);

"HMRC" means HM Revenue and Customs;

"ITTOIA 2005" means the Income Tax (Trading and Other Income) Act 2005;

"Listing Rules" means the FCA's listing rules, as amended from time to time;

"London Stock Exchange" means London Stock Exchange plc;

"MAR" means the EU Market Abuse Regulation 596/2014 and any associated EU Regulation to the extent each is incorporated into the law of the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by any instrument related to their incorporation into the law of the United Kingdom;

"Non-UK Company Reorganisation Arrangement" has the meaning given by paragraph 47A of Schedule 3;

"Participant" means a person who holds an option granted under the Scheme or following their death, their personal representatives;

"Participating Company" means the Company or any Subsidiary to which the Board has resolved that the Scheme shall for the time being extend;

"Savings Body" means any building society or bank with which a Savings Contract can be made;

"Savings Contract" means an agreement to pay monthly contributions under the terms of a certified contractual savings scheme, within the meaning of section 703 of ITTOIA 2005;

"Scheme" means the Pennon Group Sharesave Scheme as herein set out but subject to any alterations or additions made under Clause 10 below;

"Scheme of Arrangement" means a compromise or arrangement under section 899 or 901F of the Companies Act 2006 applicable to or affecting:

i. all of the ordinary share capital of the Company or all the shares of the same class as the shares to which the option relates; or

ii. all the shares, or all the shares of that same class, that are held by a class of shareholders identified otherwise than by reference to their employments or directorships or their participation in a Schedule 3 SAYE share option scheme;

"Schedule 3" means Schedule 3 to the Income Tax (Earnings and Pensions) Act 2003;

"Subsidiary" means a body corporate which is a subsidiary of the Company within the meaning of section 1159 of the Companies Act 2006 and of which the Company has Control;

and expressions not otherwise defined herein have the same meanings as they have in Schedule 3.

(2) Any reference in the Scheme to:

(a) any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted; and

(b) the singular include the plural and vice versa.

2 ADOPTION

The Scheme was adopted in 2024.

3 Eligibility

(1) Subject to sub-clause (5) below, an individual is eligible to be granted an option under the Scheme on any day ("the grant day") if (and only if):

(a) they are on the grant day an employee or Full Time Director of a Participating Company; and

(b) they either satisfy the conditions specified in sub-clause (2) below or are nominated by the Board for this purpose,

however, the Board may exclude any individual who is under notice of dismissal or who will have ceased to hold office or employment at the anticipated grant date, provided that any such exclusion is in line with HMRC guidance.

(2) The conditions referred to in sub-clause (1)(b) above are that the:

(a) individual shall at all times during the qualifying period have been an employee or Full Time Director of the Company or a company which was for the time being a Subsidiary; and

(b) individual's earnings from the office or employment by reason or which the requirements in sub-clause 3(1) are satisfied are (or would be if there were any) general earnings to which section 15 of Schedule 3 applies.

(3) For the purposes of sub-clause (2) above:

(a) the qualifying period is the period of six months ending at such time as the Board may determine or such other period as the Board may determine, not being a period beginning more than 5 years before the grant day;

(b) Section 210-219 of the Employment Rights Act 1996 shall have effect, mutatis mutandis, for ascertaining the length of the period during which an individual shall have been an employee or Full Time Director.

(4) Any determination of the Board under sub-clause (2) or (3) above shall have effect in relation to every individual for the purpose of ascertaining whether they are eligible to be granted an option under the Scheme on the grant day.

(5) An individual is not eligible to be granted an option under the Scheme at any time if the amount of the monthly contribution to be paid under the Savings Contract proposed to be made in connection with the option, determined in accordance with Clause 5(1) below, would be less than the minimum permitted amount, that is to say £5 or such other minimum amount as the Board may determine not exceeding the minimum monthly contribution permitted by paragraph 25(3)(b) of the Schedule.

4 Grant of Options

(1) Subject to sub-clauses (2) and (4) below and to Clauses 5(4)(e) and (6) below, the Board may, not later than 30 days after the day or the first of the days by reference to which the price at which shares may be acquired by the exercise of an option is determined in accordance with sub-clause (6) below, grant to any individual who is eligible to be granted and has applied for an option under the Scheme an option to acquire shares in the Company which fulfil the conditions specified in paragraphs 18 to 22 (inclusive) of Schedule 3, upon the terms set out in the Scheme.

(2) The Board shall ensure that, in relation to the grant of options under the Scheme on any day:

(a) every individual who is eligible to be granted an option thereunder on that day by virtue of satisfying the conditions specified in Clause 3(2) above has been given an invitation to apply for such an option within a period of not less than 14 days from the date of the invitation;

(b) every such invitation is given on the same date and specifies the matters set out in sub-clause (3) below; and

(c) every individual who is eligible to be granted such an option on the day in question, has applied therefore in such form and manner as the Board may prescribe, and has proposed to make a Savings Contract in connection therewith (with a Savings Body approved by the Board for this purpose) under which the monthly contributions are determined in accordance with Clause 5(1) below, is in fact granted such an option on that day.

(3) The matters which must be specified in an invitation as mentioned in sub-clause (2)(b) above are:

(a) the price at which shares may be acquired by the exercise of the option in accordance with sub-clause (6) below or, if that price is not yet known, the basis on which it is to be determined;

(b) what, the repayment for the purposes of sub-clause (7) below is, by virtue of Clause 5(2) below, to be taken as including;

(c) the maximum amount (if any) referred to in Clause 5(1)(c) below; and

(d) the minimum amount being (being £5 or such other greater amount as the Board may determine from time to time but not exceeding the minimum monthly contribution permitted by paragraph 25(3)(b) of the Schedule);

(e) the date by which the application referred to in sub-clause (2)(c) above is to be made;

(f) whether the individual may elect for a three- or five-year Savings Contract;

and the details of any determination by the Board under Clause 6(6) below.

(4) An option may only be granted under the Scheme:

(a) within the period of 42 days beginning on:

i. the day on which the Scheme is approved by shareholders of the Company in general meeting;

ii. with the Dealing Day next following the date on which the Company announces its results for any period;

iii. the day on which changes are announced, effected or made to the legislation or regulations affecting share option schemes which are subject to the provisions of the Schedule;

iv. any day on which a new Savings Contract prospectus is announced or takes effect for the benefit of eligible individuals in the United Kingdom; or

v. any day on which the Board resolves that exceptional circumstances exist which justify the grant of options,

unless the Company is restricted from granting options under the Scheme during the periods specified above as a result of any Dealing Restriction, in which case the relevant period will be 42 days beginning with the Dealing Day after such Dealing Restriction is lifted; and

(b) within the period of 10 years beginning with the date on which the Scheme is approved by shareholders.

(5) No amount will be paid in respect of the grant of an option.

(6) The price at which shares may be acquired by the exercise of options granted on any day under the Scheme shall be determined by the Board and stated on that day, provided that:

(a) if shares of the same class as those shares are listed in the Stock Exchange Daily Official List, the price shall be 80 per cent or such higher percentage as the Board may determine of:

i. the middle-market quotation of shares of that class (as derived from that List) on the Dealing Day immediately preceding the day on which applications for options are invited;

ii. the average middle-market quotation of such shares (as derived from that List) on the 3 consecutive Dealing Days ending on the Dealing Day immediately preceding the said date of invitation or as may be permitted in accordance with Schedule 3 for the purposes of the Scheme; or

iii. the middle-market quotation or average middle-market quotation of such shares (as derived from that List) on such other Dealing Day or Dealing Days specified in the invitation (such date being no earlier than the invitation date and no later than the grant date in accordance with HMRC guidance);

(b) if paragraph (a) above does not apply, the price shall not be less than 80 per cent (or such other percentage as may be permitted by paragraph 28(1) of the Schedule) of the market value (determined in accordance with the provisions of Part 8 of the Taxation of Chargeable Gains Act 1992) (or such higher percentage as the Board may determine) of the shares of that class, as agreed in advance for the purposes of the Scheme with HMRC Shares and Assets Valuation, on the day on which applications for options are invited or such other day as may be agreed in writing between the Company and HMRC; and

(c) if the shares are to be subscribed for, the price shall not be less than the nominal value of those shares.

(7) The number of shares in respect of which an option shall be granted to any individual under the Scheme shall be the maximum whole number which can be paid for, at the price determined under sub-clause (6) above, with monies equal to the amount of the repayment due on the Bonus Date under the Savings Contract to be made in connection with the option (as ascertained in accordance with Clause 5 below).

(8) The issuing of invitations to apply for, and the grant of, any option under the Scheme shall be subject to obtaining any approval or consent required by the FCA (or other relevant authority), any Dealing Restrictions, any relevant share dealing code of the Company, the City Code on Takeovers and Mergers and any other applicable laws or regulations whether in the UK or elsewhere.

(9) The Company shall, as soon as possible after the grant of an option, issue to the Participant an option certificate which shall:

(a) be in such form (not inconsistent with the provisions of the Scheme) as the Board may from time to time prescribe; and

(b) specify the date on which the option was granted, the number of shares in respect of which it was granted, the price at which shares may be acquired on its exercise and the expected Bonus Date;

and if any such certificate shall be worn out, defaced or lost, it may be replaced on such evidence being provided as the Board may require.

(10) Subject to Clause 7(4) below, an option granted under the Scheme to any individual shall not be capable of being transferred by them (except in the case of their death, to their personal representatives) and shall lapse forthwith if the Participant transfers, assigns, charges, encumbers or otherwise alienates it or creates in favour of any third party any interest therein or, in any case, attempts so to do, or if they are adjudged bankrupt (or if the Participant is outside the UK, any analogous event occurs).

5 Monthly Contribution and Repayment

(1) Subject to sub-clause (4)(a) below, for the purposes of Clause 4(2)(c) above, the amount of the monthly contribution shall be the amount which the individual shall have specified in their application for the option that they are willing to pay under the Savings Contract or, if lower, the maximum permitted amount, that is to say the amount which:

(a) when aggregated with the amount of their monthly contributions under any other Savings Contract linked to the Scheme or to any other savings related share option scheme approved under Schedule 3, does not exceed £500 or such maximum amount as may for the time being be permitted by paragraph 25(3)(a) of Schedule 3,

(b) does not exceed the maximum amount for the time being permitted under the terms of the Savings Contract, and

(c) when aggregated with the amount of their monthly contributions under any other Savings Contract linked to the Scheme, does not exceed such lower maximum amount as may from time to time be determined by the Board.

(2) Subject to paragraphs (b) and (c) of sub-clause (4) below, for the purposes of Clause 4(7) above, the repayment shall be taken as including such bonus as the individual shall have specified for this purpose in their application for the option unless the Board shall have determined, in relation to every option to be granted on the day in question, that it shall be taken:

(a) as including the maximum bonus,

(b) as including a bonus (but not the maximum bonus), or

(c) as not including a bonus.

(3) If valid applications for options are received which would cause the grant of options under the Scheme on any day in accordance with the preceding provisions of this Clause to exceed any of the limits mentioned in Clause 6 below or any maximum determined by the Board under clause 6(6), then the Board may (having regard to paragraphs 7 and 8 of Schedule 3) scale down the applications by taking the steps set out in sub-clause (4) 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 individual's monthly contribution remains a multiple of £1.

(4) The said provisions are:

(a) if the repayment would otherwise be taken as including a bonus, it shall be taken as not including a bonus;

(b) if the repayment would otherwise be taken as including the maximum bonus, it should be taken as including a bonus (but not the maximum bonus);

(c) the amount of the monthly contribution determined under sub-clause (1) above shall be taken as successively reduced by 1 per cent thereof, 2 per cent thereof, 3 per cent thereof and so on and then rounded up to the nearest pound, but shall not be reduced to less than the minimum permitted amount mentioned in clause 3(5) above;

(d) 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; and

(e) if the number of shares available is insufficient to enable options to be granted to each eligible individual making a valid application(based on monthly contributions of such amount as the Board may determine) the Board may, as an alternative to selecting by lot, determine in its discretion not to grant any options under the Scheme.

(5) If the Board so determines, the provisions of sub-clause (4) may be modified or applied in any manner as may be permitted in accordance with Schedule 3 and HMRC guidance.

(6) If in applying the provisions referred to in sub-clause (4), options cannot be reasonably granted within the 30 day period referred to in Clause 4(1) above, options shall be granted within 42 days of the day referred to in Clause 4(1) above.

(7) Where, before an option granted under the Scheme has become capable of being exercised, the Participant gives notice that he intends to stop paying monthly contributions under the Savings Contract made in connection with the option, or is deemed under the terms thereof to have given such notice, or makes an application for repayment of the monthly contributions paid thereunder, the option may not be exercised at all.

6 Limits

(1) The number of shares which may be allocated under the Scheme on any day shall not, when added to the aggregate of the number of shares which have been allocated in the previous 10 years under the Scheme and any other employees' share scheme adopted by the Company, exceed such number as represents 10 per cent of the Ordinary share capital of the Company in issue immediately prior to that day.

(2) Subject to sub-clauses (3) and (4), in determining the limit set out in sub-clause (1), shares are treated as allocated if, on any day, they have been newly issued by the Company or transferred from treasury to satisfy an option, award or other right granted during the period of ten years before that day (an "award"), or in the case of an award in respect of which shares are yet to be delivered, if the Board intends that new shares will be issued or that shares from treasury will be transferred and for these purposes the number of shares allocated includes:

(a) shares that have been issued or may be issued; and

(b) shares that have been or may be transferred from treasury,

to satisfy an award (unless these shares have already been counted under this clause).

(3) The Board may determine that shares transferred from treasury will cease to count as allocated for the purposes of sub-clause (2) if guidelines published by institutional investor representative bodies no longer require such shares to be counted.

(4) In determining the number of shares allocated in accordance with the above limits, no account shall be taken of:

(a) any shares where the right to acquire such shares was released, lapsed or satisfied in cash; and

(b) existing shares (other than treasury shares) that have been transferred to satisfy awards or that have been allocated to satisfy awards.

(5) References in this Clause to the "allocation" of shares shall mean, in the case of any share option scheme, the placing of unissued shares under option and, in relation to other types of employees' share schemes, shall mean the issue and allotment of shares.

(6) The number of shares in respect of which options may be granted under the Scheme on any day shall not exceed such number as may be determined by the Board from time to time.

(7) The Board may make such adjustments to the method of assessing the limit set out in sub-clause (1) as it considers appropriate in the event of any variation of the Company's share capital.

7 Exercise of Options

(1) The exercise of any option under the Scheme shall be effected in such form and manner as the Board may from time to time prescribe, provided that the monies paid for shares on such exercise shall not exceed the amount of the repayment made and any interest paid under the Savings Contract made in connection with the option.

(2) Options may be exercised in whole or in part but if exercised in part, the unexercised part of the option will lapse immediately.

(3) Subject to sub-clauses (4) to (5) below and to Clause 8 below, an option granted under the Scheme shall not be capable of being exercised before the Bonus Date.

(4) If any Participant dies whilst holding an office or employment by virtue of which they are eligible to participate in the Scheme or whilst they are entitled to exercise the option by virtue of sub-clause (5) below, the option may only be exercised by their personal representatives:

i. (if they die before the Bonus Date) within 12 months after the date of their death, and

ii. (if they die within six months after the Bonus Date) within 12 months after the Bonus Date.

(5) If any Participant ceases to hold the office or employment by virtue of which they are eligible to participate in the Scheme (otherwise than by reason of their death) the following provisions shall apply in relation to any option granted to them under the Scheme:

(a) if they so cease by reason of:

i. injury, disability;

ii. redundancy within the meaning of the Employment Rights Act 1996;

iii. retirement, the option, subject to sub-clause (4) above; or

iv. a relevant transfer within the meaning of the Transfer of Undertaking (Protection of Employment) Regulations 2006;

(b) if they so cease by reason only that the office or employment is in a company of which the Company ceases to have Control, or relates to a business or part of a business which is transferred to a person who is neither an Associated Company of the Company nor a company of which the Company has Control,

subject to sub-clause (4) above, the option may only be exercised within six months of their so ceasing;

(c) if they so cease for any other reason the option may not be exercised at all;

(6) If any Participant ceases to hold the office or employment by virtue of which they are eligible to participate in the Scheme after the third anniversary of the date on which they were granted an option (otherwise than by reason of death or a reason set out in sub-clause (5) or the Participant's dismissal for misconduct), the Participant may, subject to sub-clause (8) and clause 8, exercise their option within six months of the date of such cessation after which time, subject to sub-clause (4), it will lapse.

(7) If any Participant ceases to be a director or employee of a Participating Company but on the Bonus Date is an employee or director of an Associated Company, the Participant may, subject to clause 8, exercise their option within six months of that date, after which time, subject to sub-clause (4), it will lapse.

(8) Subject to sub-clause (4) above, an option granted under the Scheme shall not be capable of being exercised later than six months after the Bonus Date, at which time it will lapse.

(9) A Participant shall not be treated as ceasing to hold the office or employment by virtue of which they are eligible to participate in the Scheme until they cease to hold an office or employment in the Company or any Associated Company or any company of which the Company has Control.

(10) A Participant shall not be eligible to exercise an option under the Scheme at any time:

(a) unless, subject to sub-clause (5) above, they are at that time a Full Time Director or employee of a Participating Company;

(b) if they are not at that time eligible to participate in the Scheme by virtue of paragraph 11 of Schedule 3 (material interest in a close company); and

(c) the personal representative of a Participant who has died shall not be eligible to exercise such an option if the Participant was not at the time of their death eligible to participate in the Scheme by virtue of the said paragraph 11.

(11) An option granted under the Scheme shall not be capable of being exercised more than once.

(12) Subject to sub-clause (13) below, within 30 days after receipt by the Company from any person of such documentation, properly completed, as may be prescribed by the Board pursuant to sub-clause (1) above for the exercise of an option under the Scheme, the Board on behalf of the Company shall allot to them or procure the transfer to them of the number of shares in respect of which the option has been exercised.

(13) The allotment or transfer of any shares under the Scheme shall be subject to obtaining any such approval or consent as is mentioned in Clause 4(8) above.

(14) All shares allotted under the Scheme shall rank pari passu in all respects with the shares of the same class for the time being in issue except that they will not rank for any voting, dividends or other rights attaching to such shares by reference to a record date prior to the date of issue or transfer from treasury.

(15) At any time when shares of the same class as those allotted under the Scheme are listed in the Official List of the London Stock Exchange, the Company shall apply for any shares so allotted to be admitted to that List.

(16) Notwithstanding any other rule of the Scheme, a Participant's option will lapse on the date on which the Participant gives notice or is deemed to give notice under the Savings Contract that they intend to stop paying contributions under the Savings Contract or apply for their savings to be repaid.

8 Take-over, Reconstruction and Winding-Up

(1) Subject to the provisions of sub-clauses (4), (5), (8) and (10) of Clause 7 above, if any person obtains Control of the Company as a result of making an offer to acquire either:

(a) all of the shares in the Company; or

(b) all of the shares in the Company which are of the same class as the shares obtained under the Scheme,

(except for any shares already held by the person making the offer or a person connected with that person) 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, an option granted under the Scheme may be exercised within a period of one month (or such longer period determined by the Board not exceeding six months) of the time when the person making the offer has obtained Control of the Company and any condition subject to which the offer is made has been satisfied, and to the extent unexercised the option shall lapse upon the expiry of that period.

(2) For the purposes of sub-clause (1) above, a person shall be deemed to have obtained Control of the Company if they and others acting in concert with them have together obtained Control of it.

(3) Subject to the provisions of sub-clauses (4), (5), (8) and (10) of Clause 7 above, if any person becomes bound or entitled to acquire shares in the Company under sections 979 to 982 or 983 to 985 of Companies Act 2006, an option granted under the Scheme may be exercised at any time when such person remains bound or entitled.

(4) Subject to the provisions of sub-clauses (4), (5), (8) and (10) of Clause 7 above, if a Scheme of Arrangement is sanctioned by the Court, an option granted under the Scheme may be exercised within a period of one month (or such longer period determined by the Board not exceeding six months) of the date on which the Court sanctions the Scheme of Arrangement, and to the extent unexercised the option shall lapse upon the expiry of that period.

(5) Subject to the provisions of sub-clauses (4), (5), (8) and (10) of Clause 7 above, if a Non-UK Company Reorganisation Arrangement applicable to or affecting:

(a) 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

(b) all of the shares in the Company which are of the same class as the shares obtained under the Scheme,

becomes binding on the shareholders covered by it, an option granted under the Scheme may be exercised within a period of one month (or such longer period determined by the Board not exceeding six months) of the date on which the event occurs, and to the extent unexercised the option shall lapse upon the expiry of that period.

(6) If notice is duly given of a resolution for the voluntary winding-up of the Company, an option granted under the Scheme may be exercised within a period of one month (or such longer period determined by the Board not exceeding six months) from the date of the resolution, but any such purported exercise shall be of no effect if the resolution is passed after the expiry of six months after the Bonus Date or at a time when such exercise is prohibited under any provision of Clause 7 above, and to the extent unexercised the option shall lapse at the end of the six month period.

(7) If any company ("the acquiring company") obtains Control of the Company as a result of an event specified in sub-clauses (1), (4) or (5) of this Clause 8, or has become bound or entitled in accordance with sub-clause (3), a Participant may within six months after the relevant date (which expression shall be construed in accordance with paragraph 37 of Schedule 3), by agreement with the acquiring company, release any option granted under the Scheme which has not lapsed ("the Old Option") in consideration of the grant to them of an option ("the New Option") which (for the purposes of that paragraph) is equivalent to the Old Option but relates to shares in a different company (being either the acquiring company itself or some other company within sub-paragraph (b) or (c) of paragraph 18 of Schedule 3).

(8) The New Option shall not be regarded for the purposes of sub-clause (7) above as equivalent to the Old Option unless the conditions set out in paragraphs 39(4) of Schedule 3 are satisfied. The New Option shall not become exercisable and shall not lapse as a consequence of the same event as resulted in such release and grant.

(9) If, as a result of a relevant event within the meaning of paragraph 37(6C) of Schedule 3, shares in the Company no longer meet the requirements of Part 4 of Schedule 3, an option granted under the Scheme may be exercised no later than 20 days after the day on which the relevant event occurs, notwithstanding that the shares no longer meet those requirements, provided that the option may not be exercised at a time outside the six-month period mentioned in Clauses 8(1) to 8(6) (as applicable).

(10) If the Board considers there is a possibility that an event within sub-clauses (1), (3), (4) (5) or (6) of this Clause 8 may take place (an "anticipated event"), the Board may, acting reasonably and fairly, give notice to Participants that they may exercise their options such that:

(a) if the relevant anticipated event occurs, an option that is exercised during(a) the period of 20 days ending on the date when the anticipated event occurs shall be treated as if it had been exercised in accordance with the relevant sub-clause of this Clause 8; but

(b) if the relevant anticipated event does not occur during the period of 20 days beginning with the date when an option is exercised, the exercise of the option shall be treated as having had no effect

(11) Any reference to the Board in this clause 8 means the members of the Board immediately prior to the relevant event.

9 Variation of Capital

(1) Subject to sub-clause (3) below, in the event of any increase of the share capital of the Company (whenever effected) by way of capitalisation or rights issue, or any sub-division, consolidation or reduction, or any other variation of share capital for the purpose of paragraph 28(3) of Schedule 3, the Board may make such adjustments as it considers appropriate under sub-clause (2) below save that no such adjustment will be made that does not meet the requirements of paragraph 28 of Schedule 3.

(2) An adjustment made under this sub-clause shall be to one or more of the following:

(a) the description of shares which may be acquired by the exercise of any such option;

(b) the number of shares in respect of which any option granted under the Scheme may be exercised;

(c) the price at which shares may be acquired by the exercise of any such option;

(d) where any such option has been exercised but no shares have been allotted or transferred pursuant to such exercise, the number of shares which may be so allotted or transferred and the price at which they may be acquired;

(e) the number of shares mentioned in Clause 6(1) above.

(3) An adjustment under sub-clause (2) above may have the effect of reducing the price at which shares may be acquired by the exercise of an option to less than their nominal value, but only if and to the extent that the Board shall be authorised to capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the shares in respect of which the option is exercised exceeds the price at which the same may be subscribed for and to apply such sum in paying up such amount on such shares; and so that on exercise of any option in respect of which such a reduction shall have been made the Board shall capitalise such sum (if any) and apply the same in paying up such amount as aforesaid.

(4) As soon as reasonably practicable after making any adjustment under sub-clause (2) above, the Board shall give notice in writing thereof to any Participant affected thereby and may call in, cancel, endorse, issue or re-issue any option certificate in consequence of such adjustment.

10 Alterations

(1) Subject to sub-clauses (2) and (4) below the Board may at any time alter or add to all or any of the provisions of the Scheme. 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.

(2) Subject to sub-clause (3) below, no alteration or addition to the advantage of Participants or employees shall be made under sub-clause (1) above to such of the provisions of the Scheme as relate to any of the following:

(a) the persons to whom options may be granted;

(b) limitations on the number of shares subject to the Scheme;

(c) the maximum entitlement for any one participant;

(d) the basis for determining a Participant's entitlement to, and the terms of, shares to be provided under the Scheme;

(e) adjustments that may be made in the event of a variation of the Company's share capital; and

(d) the terms of this sub-clause (2);

without the prior approval by ordinary resolution of the members of the Company in general meeting.

(3) Sub-clause (2) above shall not apply to any alteration or addition which:

(a) is necessary or desirable in order for the Scheme to remain compliant under Schedule 3 or any other enactment, or to comply with or take account of the provisions of any proposed or existing legislation or to take advantage of any changes to legislation, or to obtain or maintain favourable taxation, exchange control or regulatory treatment of the Company, any Subsidiary or any Participant;

(b) establishes a schedule or schedules to the Scheme for overseas territories. Any such schedule will be similar to the Plan but may be modified to take account of local tax, exchange control or securities laws. Any shares made available under such schedule must be treated as counting against the limited in clause 6; or

(b) is a minor amendment and does not affect the basic principles of the Scheme.

(4) No alteration or addition shall be made under sub-clause (1) above which would abrogate or adversely affect the subsisting rights of a Participant unless:

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

(b) the amendment is approved by a majority or those Participants who have so indicated,

and for the purposes of this sub-clause the Participants shall be treated as the holders of a separate class of share capital and the provisions of the Articles of Association of the Company relating to class meetings shall apply mutatis mutandis.

(5) No amendment will be made under this clause 10 if it would prevent the Scheme from being an employees' share scheme within the meaning given by section 1166 of the Companies Act 2006.

(6) As soon as reasonably practicable after making any alteration or addition under sub-clause (1) above, the Board shall give notice in writing thereof to any Participant affected thereby.

(7) The Scheme will terminate on the tenth anniversary of its adoption by shareholders 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 shall not affect subsisting options.

11 Miscellaneous

(1) If it is found following a grant date that as a result of an error or omission:

(a) an eligible individual has not been given the opportunity to participate in the Scheme in respect of any invitation to apply for an option; and

(b) the number of shares over which an option was expressed to be granted to any Participant 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,

and any Participating 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 rules of the Scheme.

(2) Nothing in the Scheme or its operation forms part of the terms of office or 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, their participation in the Scheme. Participation in the Scheme does not create any right to continued employment for any Participant.

(3) The rights and obligations of any Participant under the terms of their office or employment with the Company or a Subsidiary shall not be affected by their participation in the Scheme or any right which they may have to participate therein, and Participants waive all and any rights to compensation or damages resulting from the termination of their office or employment for any reason whatsoever or otherwise insofar as those rights arise or may arise from their ceasing to have rights under or be entitled to exercise any option under the Scheme or from any diminution in the value of such rights or entitlement to exercise any such option.

(4) The Board may from time to time make and vary such rules and regulations not inconsistent herewith and establish such procedure for administration and implementation of the Scheme as it thinks fit and, in the event of any dispute or disagreement as to the interpretation of the Scheme, or of any such rule, regulation or procedure, or as to any question or right arising from or related to the Scheme, the decision of the Board shall be final and binding upon all persons.

(5) The Company and any Subsidiary may provide money to the trustees of any trust or any other person to enable them to acquire shares to be held for the purposes of the Scheme, or enter into any guarantee or indemnity for those purposes, to the extent permitted by sections 678 to 682 of the Companies Act 2006.

(6) The Company, any company of which the Company has (or shares) Control and/or any Associated Company may:

(a) collect, hold, process and transfer the Participant's personal information including, sensitive personal data; and

(b) transfer personal data and sensitive personal data outside the European Economic Area

in accordance with the data protection privacy notice provided to the Participant by the company in question. If an eligible individual, 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 Scheme, by participating in the Scheme, they consent to such processing of their personal data.

(7) Any notice or other communication under or in connection with the Scheme may be given:

(a) by personal delivery;

(b) by, email or any other form of electronic transfer to the contact details:

i. as notified from time to time by the Company or Participating Company; or

ii. in the case of a Participant, to the contact details that according to the current records of the relevant Participating Company are used by that Participant or to the Participant's email address or other contact number or address

and where a notice or communication is delivered by electronic transfer it shall be deemed to have been received at the time of despatch, and in proving service it shall be sufficient to demonstrate that the, email or other form of electronic transfer was properly addressed and despatched; or

(c) by sending the same by post, in the case of a company to its registered office, and in the case of a Participant to their last known address, or, where they are a Full Time Director or employee of the Company or a Subsidiary, either to their last known address or to the address of the place of business at which they perform the whole or substantially the whole of the duties of their office or employment, and where a notice or other communication is given by first class post, it shall be deemed to have been received 48 hours after it was put into the post properly addressed and stamped.

(8) The Company may distribute to Participants copies of any notice or document generally sent by the Company to shareholders.

(9) The costs of introducing and administering the Scheme shall be borne by the Company.

(10) 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. Decisions of the Board will be final and binding on all parties.

(11) No benefits received under the Scheme will be pensionable.

(12) No third party other than an Associated Company of the Company will have any rights under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this Plan (without prejudice to any right of a third party which exists other than under this Act).

(13) 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.

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