"Bad Leaver" means a Participant ceasing to be a director or employee of a Group Company in circumstances where his employing company is entitled to dismiss him without notice, save in the case of long term sick leave.

"Board" means the board of directors of the Company or a duly authorised committee of the Board (which includes the Committee) or a duly authorised person.

"Cash Award" means a right to receive a cash amount which relates to the value of a certain number of notional Shares granted under the Plan which is designated as a cash award by the Committee under Rule 3.2.

"Closed Period" has the meaning contained in the Market Abuse Regulation.

"Code" means the share dealing code adopted by the Company from time to time.

"Committee" means the remuneration committee of the Board or, on and after the occurrence of a corporate event described in Rule 15, the remuneration committee of the Board as constituted immediately before such event occurs.

"Company" means RM plc registered in England and Wales with registered number 1749877.

"Conditional Award" means a conditional right to acquire Shares granted under the Plan which is designated as a conditional award by the Committee under Rule 3.2.

"Control" has the meaning contained in section 995 IncomeTax Act 2007.

"CSOP Option" means an Option designated as a CSOP Option and granted under the terms of the Schedule.

"Data Protection Law" means: (a) EU Regulation 2016/679 ("GDPR"); and (b) any laws or regulations ratifying, implementing, adopting, supplementing or replacing the GDPR including the Data Protection Act 2018; in each case, to the extent in force, and as such are updated, amended or replaced from time to time.

"Date of Grant" means the date on which an Award is granted.

"Dealing Day" means anyday on which the London Stock Exchange is open for the transaction of business.

"Dividend Equivalent" means a benefit calculated by reference to dividends paid on Shares as described in Rule 3.8.

"Eligible Employee" means an employee or executive director of a Group Company.

"Employees' Share Scheme" has the meaning contained in section 1166 Companies Act 2006.

"Exercise Period" means the period commencing on the date on which the Option Vests and ending on the tenth anniversary of the Date of Grant (or such earlier date as the Committee may determine for such Option prior to the grant of the Award) subject to it lapsing earlier under Rule 14 or Rule 15.

"Financial Year" means a financial year of the Company within the meaning of section 390 Companies Act 2006.

"Good Leaver" means a Participant who ceases to be a director or employee of a Group Company for any reason, if the Committee or the Board (in the case of Participants who are not executive directors of the Company) decides that such person shall be treated as a Good Leaver for the purposes of the Plan, provided that this may not in any circumstances include a Bad Leaver.

"Group Company" means the Company and its Subsidiaries or any holding company within the meaning of section 1159 Companies Act 2006 from time to time and "Group" shall be construed accordingly.

"Holding Period" means a period during which the provisions of Rule 10 shall apply.

"ITEPA" means the Income Tax (Earnings & Pensions) Act 2003.

"Listing Rules" means the Listing Rules published by the UK Listing Authority or any successor body.

"London Stock Exchange" means London Stock Exchange plc or any successor to that company.

"Market Abuse Regulation" means Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, and any accompanying implementation measures and guidance, as it is in force from time to time.

"Option" means a right to acquire Shares with a nil, nominal or other exercise price as determined by the Committee and which is designated as an option by the Committee under Rule 3.2 .

"Participant" means a person who holds an Award, including his personal representatives, and, for the purposes of Rule 12 shall also include former Participants.

"Performance Condition" means a performance condition imposed as a condition of the Vesting of part or all of an Award under Rule 4.1, as determined by the Committee.

"Performance Period" means the period over which the Performance Condition must be satisfied, being the three years commencing on the Date of Grant or, if earlier, the date of the beginning of the Financial Year in which the Award is granted, or such other period as the Committee may specify prior to the grant of an Award provided that the period shall be at least three years for Awards granted to executive directors of the Company.

"Personal Data" means as defined in Data Protection Law.

"Plan" means the RM plc Performance Share Plan 2019 as amended from time to time.

"Restricted Shares" means Shares where the Participant is the beneficial holder of those Shares from the Date of Grant, subject to the Rules and the Restricted Share Agreement.

"Restricted Share Agreement" means the agreement referred to in Rule 3.7.

"Rule" means a rule of the Plan.

"Shares" means fully paid ordinary shares in the capital of the Company.

"Schedule" means the schedule to these Rules under which Options may be granted as CSOP Options.

"Subsidiary" means a body corporate which is a subsidiary (within the meaning of section 1159 Companies Act 2006).

"Tax Liability" means any amount of tax, employees' national insurance contributions or other similar charges for which a Participant would or may be liable and for which any Group Company or former Group Company would or may be obliged to (or would or may suffer a disadvantage if it were not to) account to any relevant authority.

"Trustee" means the trustee of any employee benefit trust, where the settlor is any Group Company.

"Variation" means in relation to the equity share capital of the Company a capitalisation issue, a rights issue or open offer, a subdivision, a consolidation, reduction or other variation or any special dividend or dividend in specie, demerger or such other circumstances as the Committee may determine.

"Vest" means a Participant becoming entitled to have Shares transferred to him (or his nominee), in the case of a Conditional Award, or to exercise his Option over such Shares, in the case of an Option, or having the restrictions set out in the Restricted Share Agreement ceasing to apply and becoming entitled to have the legal title to the Shares transferred to him (or his nominee) in the case of Restricted Shares, or becoming entitled to have a cash sum paid to him, in the case of a Cash Award, and in each case, if applicable, to the extent the Performance Condition has been satisfied according to these Rules, subject to the Rules and "Vesting" shall be construed accordingly.

"Vested Shares" means those Shares in respect of which an Award Vests.

"Vesting Date" means the date on which an Award normally Vests being the date, following the end of the Performance Period, on which the Committee determines the extent to which Performance Condition has been satisfied or, if relevant, such date as may be specified by the Committee under Rule 3.1(c).

In this Plan, unless the context otherwise requires: words in the singular include the plural and vice versa and words in one gender include any other gender; a reference to a statute or statutory provision includes: any subordinate legislation (as defined in section 21(1) of the Interpretation Act 1978) made under it; any repealed statute or statutory provision which it re-enacts (with or without modification); and any statute or statutory provision which modifies, consolidates, re-enacts or supersedes it; a reference to rules are to rules in these Rules and references to sub-rules are to sub-rules in which they appear; and the table of contents and headings are for convenience only and shall not affect the interpretation of these Rules. Eligibility

An individual is eligible to be granted an Award in any Financial Year only if he is an Eligible Employee at the time of the grant of an Award.

Grant of Awards

Terms on grant

Subject to Rule 3.6 and Rule 3.10, the Committee may resolve, or in the case of Restricted Shares may recommend to the Trustee to resolve, that an Award should be granted: on the terms set out in the Plan; on such additional terms or conditions (including but not limited to the Performance Condition) as the Committee may specify; subject to such Vesting Date as the Committee may specify; and subject to such Holding Period as the Committee may specify, provided that in the case of executive directors of the Company a Holding Period of not less than two years shall apply to all Awards.

Type of Award

On or before the Date of Grant the Committee shall determine: the size of the Award (if any) to be granted to the Participant; and whether an Award shall be an Option (and if so the exercise price, if any), a CSOP Option (and if so the exercise price), a Conditional Award, Restricted Shares or a Cash Award.

If the Committee does not specify the type of Award on or before the Date of Grant, the Award shall be a Conditional Award.

Individual limit

Any Award shall be limited and take effect so that immediately following such grant no Participant has been granted, in respect of any Financial Year, Awards over Shares (including notional Shares for Cash Awards) with a total market value, measured on their Dates of Grant, in excess of 200 per cent of his salary (being the annual basic rate of pay for the Participant at the relevant Date of Grant or such other date being no later than 90 days after the Date of Grant).

For the purposes of this Rule 3.3 the market value of the Shares over which the Award is granted shall be taken to be an amount equal to:

the middle-market quotation of such Shares (as derived from the London Stock Exchange Daily Official List) on the Dealing Day immediately prior to the Date of Grant; if the Committee so determines, the average of the middle-market quotations during a period determined by the Committee not exceeding the period of five Dealing Days ending with the Dealing Day immediately prior to the Date of Grant; or such value of a Share as the Committee reasonably determines

provided that, in all cases such Dealing Day(s) do not fall within any period when dealings in Shares are prohibited under the Code.

The number of Shares, including notional Shares in the case of a Cash Award, comprised in an Award shall be the nearest whole number of Shares (rounded down).

Timing of grant

The Committee may decide, at its absolute discretion, when Awards should be granted. However, subject to Rule 3.10, Awards may only be granted: within the period of 42 days starting on the date on which the Plan is adopted by the Company; within the period of 42 days immediately following the end of a Closed Period, being: the day of release of the preliminary announcement of the Company's annual results (or, where no such announcement is released, the day of publication of the Company's annual financial report); or the day of release of the Company's half-yearly financial report; to a particular Participant within the period of 42 days starting on the date he became an Eligible Employee; if Awards cannot be granted under (a), (b) or (c) above due to restrictions on the grant of Awards under Rule 3.10, the Dealing Day after the day on which any such restrictions are lifted; or at any other time if the Committee considers that exceptional circumstances exist to justify the grant at such other time.

Method of grant

The Committee, or the Trustee in relation to Restricted Shares, shall, as soon as reasonably practicable after the Date of Grant, issue to each Participant details of the Award. An Award shall be granted by deed executed by the Company or the Trustee, as appropriate. No Award may be granted more than 10 years after the date on which the Plan is adopted by resolution of the Company.

Restricted Shares

In the case of an Award of Restricted Shares, the Company shall procure that the Trustee shall acquire Restricted Shares to hold on trust for the Participant as soon as reasonably practicable after it has determined that such Awards shall be granted.

A Participant who is made an Award of Restricted Shares must, as a condition of the grant of the Award, enter into an agreement with the Trustee and the Company providing:

to the extent the Award lapses, the Shares are forfeit and the beneficial interest in those Shares will be immediately transferred for no consideration to such person as the Trustee directs; that he will sign any document requested by the Company or the Trustee to deal with the forfeiture of any Shares under the Award; that where the Committee requires, he has entered into, or agreed to enter into, a valid election under Part 7 of ITEPA or any similar arrangements in any overseas jurisdiction; and that he agrees to waive any dividend and voting rights on the Shares until they Vest.

Dividend Equivalents

The Committee may decide on or before the grant of an Award that a Participant (or his nominee) shall be entitled to cash and/or Shares (as determined by the Committee) of a value determined by reference to the dividends that would have been paid on his Vested Shares in respect of dividend record dates occurring during the period between the Date of Grant and the Vesting Date. The Committee shall decide the basis on which the value of such dividends shall be calculated which may assume the reinvestment of dividends and/or the inclusion or exclusion of any dividend tax credit. In giving effect to this Rule 3.8, the Committee shall have complete discretion to decide the basis on which the Dividend Equivalent should be calculated or paid.

Method of satisfying Awards

Subject to Rule 9, unless specified otherwise by the Committee on or before the Date of Grant, a Conditional Award, Restricted Shares and/or an Option may be satisfied by: the issue of Shares; and/or the transfer of treasury Shares; and/or the transfer of Shares (other than the transfer of treasury Shares).

Approvals and consents

The grant of any Award shall be subject to such restrictions and/or obtaining any approval or consent required under the Listing Rules, the Code, the Market Abuse Regulation, the City Code on Takeovers and Mergers and any other UK or overseas regulation or enactment.

Non-transferability and bankruptcy

An Award granted to any person shall lapse immediately if: transferred, assigned, charged or otherwise disposed of (except on his death when it may be transmitted to his personal representatives); or he is declared bankrupt (unless the Committee decides otherwise).

Right to refuse Awards

A Participant may, by notice in writing to the Company within 30 days after the Date of Grant, state that they do not want such Award, in whole or in part. In such a case, the Award shall, to that extent, be treated as never having been made. No payment is required from the Participant or the Company. Performance condition

Imposition of Performance Condition

On the grant of an Award to executive directors of the Company, the Committee shall impose the Performance Condition(s). In the case of the grant of other Awards, the Committee shall determine whether any Performance Condition(s) shall be imposed.

Performance Condition can no longer be satisfied

If the Committee determines that a Performance Condition has not been satisfied, either in whole or in part in relation to an Award, the Award shall lapse to that extent immediately.

Substitution or variation of Performance Condition

If an event occurs which causes the Committee to consider that a Performance Condition, or any condition imposed pursuant to Rule 3.1(b), subject to which the outstanding Award has been granted is no longer appropriate, the Committee may substitute or vary the Performance Condition or the condition in such manner (and make such consequential amendments to the Award) as: is reasonable in the circumstances; and in the case of Awards held by Participants who are or were executive directors of the Company, produces a more appropriate measure of performance and is materially no easier to satisfy. The outstanding Award shall then take effect subject to the Performance Condition or the condition as so substituted or varied.

Notification of Participant

The Committee shall, as soon as reasonably practicable, notify the Participant concerned of any determination made by it under Rule 4.2or any substitution or variation of the Performance Condition under Rule 4.3 and explain how it affects his position under the Plan. Vesting of Awards

Vesting of Awards

Subject to Rule 8.1, an Award shall Vest on the Vesting Date to the extent the Performance Condition(s) have been satisfied, except where earlier Vesting occurs under Rule 14or Rule 15.

Determination of the Performance Condition

As soon as practicable after the end of the Performance Period or on such date as the Committee determines, the extent to which the Performance Condition(s) have been satisfied (if at all) shall be determined by the Committee and the number of Shares (or notional Shares in the case of a Cash Award) in respect of which the Award shall Vest shall be calculated. In determining the number of Shares (or notional Shares in the case of a Cash Award) in respect of which the Award shall Vest, the Committee may, in its absolute discretion, reduce (down to zero, if appropriate) the number of Shares (or notional Shares in the case of a Cash Award) so Vesting, to take account of the overall performance of the Company since the Date of Grant and the contribution of the Participant over that period. Consequences of Vesting

Conditional Awards

Within 30 days of the Vesting of a Conditional Award (or as soon as reasonably practicable), the Committee shall, subject to Rule 8.1, Rule 8.3 and Rule 10, procure the transfer of the Vested Shares to the Participant (or a nominee for him).

Options

An Option shall, subject to Rule 8.1, Rule 8.3 and Rule 10, be exercisable in respect of Vested Shares during the Exercise Period subject to it lapsing earlier under Rule 14 or Rule 15.

Restricted Shares

Within 30 days of the Vesting of Restricted Shares (or as soon as reasonably practicable), the Trustee shall, subject to Rule 8.1, Rule 8.3 and Rule 10, procure the transfer of the legal title to the Vested Shares to the Participant (or a nominee for him).

Cash Awards

Within 30 days of the Vesting of a Cash Award (or as soon as reasonably practicable), the Committee shall, subject to Rule 8.1 and Rule 10, pay to the Participant a cash sum (after making all necessary deductions, on account of tax or similar liabilities as may be required by law or as the Committee may reasonably consider to be necessary or desirable) equal to the market value of the notional Vested Shares. For the purposes of this Rule 6.4, the market value of the notional Vested Shares shall be taken to be an amount equal to the middle-market quotation of such Shares (as derived from the London Stock Exchange Daily Official List) on the date of Vesting Date (or if the date of Vesting is not a Dealing Day the Dealing Day immediately prior to the date of Vesting).

Provision of Dividend Equivalents

The provision of the Dividend Equivalent to the Participant shall be made as soon as practicable after the issue or transfer of Vested Shares, payment of a cash sum under this Rule 6.5 or payment of a cash equivalent under Rule 9.1 and: in the case of a cash payment, shall be subject to such deductions (on account of tax or similar liabilities) as may be required by law or as the Committee may reasonably consider to be necessary or desirable; or in the case of a provision of Shares, Rule 8.1and Rule 8.3shall apply as if such provision was the Vesting of an Award. Exercise of Options

Exercise in whole or in part

An Option must be exercised to the maximum extent possible at the time of exercise, unless the Committee decides that a Participant may exercise his Option in respect of such fewer number of Shares as it decides.

Manner of exercise

The exercise of any Option shall be effected in the form and manner prescribed by the Committee. Unless the Committee, acting fairly and reasonably determines otherwise, any notice of exercise shall, subject to Rule 8.1, take effect only when the Company receives it, together with, where applicable, payment relating to: the exercise price payable on the exercise of the Option (if any); and the Tax Liability,

or an agreement to secure that such a payment is made under arrangements acceptable to the Committee.

Exercise Date

If any conditions must be fulfilled before an Option may be exercised, the Option will not be validly exercised unless and until the Committee is satisfied that those conditions have been fulfilled. Otherwise, the exercise date will be the date of receipt of the items referred to in Rule 7.2.

Issue or transfer of Shares

Subject to Rule 8.1and Rule 8.3, Shares will be allotted or transferred to a Participant (or his nominee) pursuant to the exercise of an Option within 30 days following the exercise date. Restrictions on Vesting and Exercise

Regulatory and tax issues

An Award shall not Vest, and in the case of an Option which has Vested, shall not be exercised unless and until the following conditions are satisfied: the Vesting (or exercise) of the Award and the issue or transfer of Shares after such Vesting (or exercise) would be lawful in the relevant jurisdictions and in compliance with the Listing Rules, the Code, the Market Abuse Regulation, the City Code on Takeovers and Mergers and any other relevant UK or overseas regulation or enactment; if, on the Vesting (or exercise) of the Award, a Tax Liability would arise by virtue of such Vesting (or exercise) and the Committee decides that such Tax Liability shall not be satisfied by the sale of Shares pursuant to Rule 8.3then the Participant must have entered into arrangements acceptable to the Committee that the relevant Group Company will receive the amount of such Tax Liability; and where the Committee requires, the Participant has entered into, or agreed to enter into, a valid election under Part 7 of ITEPA or any similar arrangements in any overseas jurisdiction.

For the purposes of this Rule 8.1, references to Group Company include any former Group Company.

Tax Liability before Vesting

If a Participant will, or is likely to, incur any Tax Liability before the Vesting of an Award then that Participant must enter into arrangements acceptable to any relevant Group Company to ensure that it receives the amount of such Tax Liability. If no such arrangement is made then the Participant shall be deemed to have authorised the Company to sell or procure the sale of sufficient of the Shares subject to his Award on his behalf to ensure that the relevant Group Company receives the amount required to discharge the Tax Liability and the number of Shares subject to his Award shall be reduced accordingly.

For the purposes of this Rule 8.2, references to Group Company include any former Group Company.

Payment of Tax Liability

The Participant authorises the Company to sell or procure the sale of sufficient Vested Shares on or following the Vesting of his Award (including, in the case of an Award that is an Option, on the exercise of the Option) on his behalf to ensure that any relevant Group Company or former Group Company receives the amount required to discharge the Tax Liability which arises on Vesting (or exercise) except to the extent that the Committee decides that all or part of the Tax Liability shall be funded in a different manner. Cash alternative

Committee determination

Where an Award Vests and Vested Shares have not yet been issued or transferred to the Participant (or his nominee), the Committee may determine, subject to Rule 10, that, in substitution for his right to acquire such number of Vested Shares as the Committee may decide (but in full and final satisfaction of his right to acquire those Shares) he shall be paid a sum equal to the cash equivalent (as defined in Rule 9.3) of that number of Shares in accordance with the following provisions of this Rule 9.

Limitation on the use of this Rule

This Rule shall not apply in relation to Awards that are Restricted Shares and/or Awards made in relation to any jurisdiction where the presence of this Rule would cause: the operation of this Rule to be unlawful or for it to fall outside any applicable securities law exemption; or adverse tax consequences for the Participant or any Group Company as determined by the Board.

Cash equivalent

For the purpose of this Rule 9, the cash equivalent of a Share is the market value of a Share on the day when the Award Vests. Market value on any day shall be determined as follows: the middle-market quotation of a Share (as derived from the London Stock Exchange Daily Official List) on the Dealing Day immediately prior to the Vesting Date; or such other value of a Share as the Committee reasonably determines.

Payment of cash equivalent

As soon as reasonably practicable after the Committee has determined under Rule 9.1 that a Participant shall be paid a sum in substitution for his right to acquire any number of Vested Shares: the Company shall pay to him or procure the payment to him of that sum in cash; and if he has already paid the Company for those Shares, the Company shall return to him the amount so paid by him.

Deductions

There shall be deducted from any payment under this Rule 9 such amounts (on account of tax or similar liabilities) as may be required by law or as the Board may reasonably consider to be necessary or desirable. Holding Period Application This Rule 10 applies to the extent that an Award is subject to a Holding Period. Start of the Holding Period The Holding Period will begin on the date on which the Award Vests and will relate to the number of Shares determined under Rule 5.2. Held Shares held by Nominee Instead of arranging for the issue or transfer of the Shares to the Award Holder on Vesting or exercise under Rule 6, the Company will arrange for the number of Shares to which the Holding Period relates (the "Held Shares") to be issued or transferred to the Trustee or other person (the "Nominee"), as designated by the Committee, to be held for the benefit of the Participant. Any balance of the Shares in respect of which the Award is Vesting or exercised will be issued or transferred as described in Rule 6.

In the case of an Award of Restricted Shares, the Held Shares will be transferred to (or continue to be held by) the Nominee on the terms of this Rule 10 and the relevant agreement will cease to apply.

The Trustee may make such other arrangements as agreed with the Company in respect of the Held Shares.

Tax Liabilities Where a Tax Liability arises before the end of the Holding Period then Rule 8 (Restrictions on Vesting and exercise) will apply and the Holding Period will only apply in respect of the remainder of the Shares. Shares may be issued or transferred and sold to the extent necessary to satisfy the liability under that Rule . Shareholder rights during the Holding Period The rights of a Participant shall be restricted as follows: the Participant may not transfer, assign or otherwise dispose of any of the Held Shares or any interest in them (or instruct the Nominee to do so) during the Holding Period except: in the case of the sale of sufficient entitlements nil-paid in relation to a Share to take up the balance of the entitlements under a rights issue or similar transaction; or where Rule 11.4 applies; or where permitted under Rule 12 (Malus and clawback). unless the Committee decides otherwise, the restrictions in this Rule 10 will apply to any dividends or other cash or assets received in respect of the Held Shares and they will be held by the Nominee until the end of the Holding Period. except as otherwise set out in this Rule 10, during the Holding Period, the Nominee will act in accordance with the Participant's instructions in relation to the Held Shares and the Participant will have all other rights of a shareholder. Cessation of employment during the Holding Period If the Participant ceases to be a director or employee of a Group Company: in circumstances where the Participant is not a Bad Leaver (other than on death), the Held Shares will not be forfeited and the Holding Period will continue; and in circumstances where the Participant is a Bad Leaver, the Held Shares shall be forfeit immediately on such cessation. End of the Holding Period The Holding Period will end on the earliest to occur of the following: the date(s) set under Rule 3.1(c); the date on which the Committee decides that the number of Held Shares is sufficiently small so that the Holding Period should end; on the death of the Participant the date the Participant ceases employment due to a reason in Rule 10.6(b); the date on which any of the events described in Rule 15 (Takeover and other corporate events) occurs; or on any other date on which the Committee (acting in its absolute discretion) so decides.

For the avoidance of doubt, if a Holding Period is expressed to end a certain period after the date of Vesting, any period after an Option Vests but before it is exercised will count towards that period.

At the end of the Holding Period, this Rule 10 will cease to apply and the Nominee will transfer the Held Shares to the Participant as soon as reasonably practicable.

Plan limits

12.50% limit

The number of Shares which may be allocated, as defined in Rule 11.4, under the Plan 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 Plan and any other Employees' Share Scheme adopted by the Company, exceed that number of Shares that represents 12.50% of the ordinary share capital of the Company in issue immediately prior to that day.

5% limit

Not UsedThe number of Shares which may be allocated, as defined in Rule REF _Ref471735313 r h 11.4, under the Plan 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 Plan and any other discretionary Employees' Share Scheme adopted by the Company, exceed that number of Shares that represents 5% of the ordinary share capital of the Company in issue immediately prior to that day.

Exclusions from the limits

In calculating the limits in Rules 11.1and 11.2, where: the right to acquire any Shares was released or lapsed without being exercised; or after the grant of an option, award or contractual right to acquire Shares the Committee determines that: it shall be satisfied by the payment of a cash equivalent; or it shall be satisfied by the transfer of existing Shares (other than Shares transferred out of treasury); or partnership shares are awarded under any tax advantaged share incentive plan under Schedule 2 of ITEPA operated by the Company;

such Shares will be disregarded.

Meaning of allocated

References to "allocated" Shares means, in the case of any Employees' Share Scheme, the placing of unissued Shares or Shares in treasury under option or subject to an award and the issue and allotment of Shares or transfer of Shares out of treasury (including any issue and allotment of Shares, or transfer of Shares out of treasury, to any trustees to satisfy the exercise of any option, award or contractual right granted under any Employees' Share Scheme unless such Shares are already treated as allocated under this Rule 11.4).

Adjustment to Shares to be taken into account

Where Shares which have been issued under the Plan or any other Employees' Share Scheme of the Company are to be taken into account for the purposes of the limits in Rule 11.1and Rule REF _Ref529524510 r h 11.2 and a Variation has taken place between the date of issue of those Shares and the date on which the limit is to be calculated, then the number of Shares taken into account for the purposes of the limit will be adjusted in the manner the Committee considers appropriate to take account of the Variation.

Effect of limits

Any Award shall be limited and take effect so that the limits in this Rule 11 are complied with. Malus and clawback

Application of recovery provisions

Notwithstanding any other Rule of the Plan, the Committee may in its absolute discretion resolve that the provisions of Rule 12.2 and/or Rule 12.3 will be applied in respect of any Awards in the following circumstances: where any payment is or was based on erroneous or misleading data or any misstatement of accounts, misconduct by the Participant, the Group suffers serious reputational damage or corporate failure; or any other circumstance where, in the reasonable opinion of the Committee, the malus provisions should be operated in relation to that Participant. In all cases, the decision of the Committee as to whether any of the circumstances set out in this Rule exist shall be conclusive and final.

Malus

If the Committee determines that this Rule 12.2 applies then the Committee may resolve that the number of Shares comprised in an Award that are not Vested Shares and/or Vested Shares in the case of an Option where the Option has not yet been exercised should be reduced (to nil if appropriate) and/or impose further conditions on an Award.

Clawback

If, at any time prior to the later of the first anniversary of the Vesting of an Award and the completion of the next audit of the Company's accounts after the Vesting of an Award, the Committee determines that this Rule 12.3 applies then the Committee may: require the Participant to make a cash payment to a Group Company in respect of some or all of the Shares or cash delivered to him under the Award; and/or require the Participant to transfer, for nil consideration, some or all of the Shares delivered to him under the Award or an equivalent number

and the Committee will have discretion to determine the basis on which the amount of cash and/or Shares is calculated, including whether and if so to what extent to take account of any tax or social security liability applicable to the Award.

Reduction in Awards to give effect to clawback under other plans

The Committee may decide at any time to reduce the number of Shares subject to an Award (including, if appropriate, reducing to zero) to give effect to a clawback provision of any form contained in any incentive plan (other than the Plan) or any bonus plan operated by any Group Company. The value of the reduction shall be in accordance with the terms of the clawback provision in the relevant plan or, in the absence of any such term, on such basis as the Committee, acting fairly and reasonably, decides is appropriate.

Notifications

If the Committee exercises its discretion in accordance with this Rule 12, it will confirm this in writing to the Participant. Lapse of Awards

An Award shall lapse in accordance with the Rules but in any case an Option shall (unless an earlier date has already been stated in the documentation relevant to that Award) lapse on the tenth anniversary of its Date of Grant.

Leavers

Restriction for leavers

The Vesting of Awards and exercise of Options in this Rule 14 shall be subject to Rule 8.1, Rule 10 and Rule 15.Death If: a Participant dies before the Vesting Date, then unless the Committee determines otherwise, his Award shall Vest as soon as reasonably practicable after the Participant's death to the extent that the Committee determines, taking into account: if the Committee so determines, the extent to which the Performance Condition(s) have been satisfied at the date of death; and the period of time that has elapsed since the Date of Grant until the date of death (or such other relevant period); subject to (a) above, if a Participant holding an Award in the form of an Option which has Vested dies prior to exercising the Option, his personal representatives shall be entitled to exercise his Option to the extent that it has Vested at any time during the 12 month period following his death. If not so exercised, the Option shall lapse at the end of the 12 month period.

Other leavers

If a Participant ceases to be a director or employee of a Group Company (save as a result of the death of the Participant): in circumstances where the Participant is a Good Leaver, the Participant's Award shall not lapse and shall Vest on the Vesting Date, or such other date as the Committee may, at its absolute discretion, specify following the Participant's cessation of office or employment; and in circumstances where the Participant is not a Good Leaver, the Participant's Award shall lapse immediately on such cessation.

Other leavers: determination of the number of Shares Vesting

The number of Shares in respect of which the Award shall Vest under Rule 14.3(a) shall be determined by the Committee taking account of: the extent to which the Performance Condition(s) are satisfied at the end of the Performance Period, or as appropriate, at the date of cessation of office or employment; and unless the Committee determines otherwise, the period of time that has elapsed since the Date of Grant until the date of cessation of office or employment (or such other relevant period).

Other leavers: exercise of Options

If a Participant who has an Award in the form of an Option ceases to be a director or employee of a Group Company as a Good Leaver, save as a result of the death of the Participant, then that Participant may exercise the Option in respect of the Vested Shares for a period of twelve months from the Vesting Date (or such other date as the Committee may specify) under Rule 14.3(a). At the end of this period the Option will lapse.

Meaning of ceasing employment

A Participant shall be treated for the purposes of Rule 10 and this Rule 14 as ceasing to be a director or employee of a Group Company on the earlier of: the date on which notice is either given or received, the effect of which will be that at the end of the notice period the Participant is no longer either an employee or director of any Group Company; or the actual date the Participant is no longer a director or employee of any Group Company. If any Participant ceases to be such a director or employee before the Vesting of his Award in circumstances where he retains a statutory right to return to work then he shall be treated as not having ceased to be such a director or employee until such time (if at all) as he ceases to have such a right to return to work while not acting as an employee or director. The reason for the termination of office or employment of a Participant shall be determined by reference to Rules 14.2 to 14.6 regardless of whether such termination was lawful or unlawful. Takeovers and other corporate events

Restriction on takeovers

The Vesting of Awards and exercise of Options in this Rule 15shall be subject to Rule 8.1, Rule 14and Rule 15.5.

General offers

If any person (or any group of persons acting in concert, as defined in the City Code on Takeovers and Mergers): obtains Control of the Company as a result of making a general offer to acquire the whole of the issued share capital of the Company; or obtains Control of the Company as a result of making a general offer to acquire all the shares in the Company which are of the same class as the Shares,

the Committee shall, within seven days of becoming aware of that event, notify every Participant of it and all Awards shall Vest on the date of such notification if they have not then Vested and any Option may be exercised at any time during the period of one month beginning with 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 (Change of Control Date) (or, if shorter, at any time until the end of the Exercise Period). Any Option not exercised within this period shall lapse immediately upon the expiry of the period.

Schemes of arrangement and winding-up

In the event that: a compromise or arrangement is to be sanctioned by the Court under section 899 Companies Act 2006 in connection with or for the purposes of a change in Control of the Company; or the Company is to pass a resolution for a voluntary winding up of the Company; or an order is to be made for the compulsory winding-up of the Company

(each an "Event")

the Committee shall, within seven days of becoming aware of that Event, notify every Participant of it and all Awards shall Vest on the date of such Event occurring if they have not then Vested and any Option may be exercised at any time during the period of one month beginning with the date of such Event (or, if shorter, at any time until the end of the Exercise Period). Any Option not exercised within this period shall lapse immediately upon the expiry of the period.

Demergers and similar events

If a demerger, special dividend or other similar event is proposed which, in the opinion of the Committee would affect the market value of Shares to a material extent, then the Committee may, at its discretion, decide that the following provisions shall apply: the Committee shall, as soon as reasonably practicable after deciding to apply these provisions, notify a Participant that his Award Vests and, if the Award was in the form of an Option, that the Option may be exercised on such terms as the Committee may determine and during such period preceding the relevant event or on the relevant event as the Committee may determine; if an Award Vests conditional upon the relevant event and such event does not occur then the conditional Vesting and/or exercise shall not be effective and the Award shall continue to subsist; and if an Award is an Option that becomes exercisable in accordance with this Rule 15.4 but is not exercised during the relevant period determined by the Committee, the Option shall lapse immediately on the expiry of such period.

Determination of the number of Shares Vesting

Unless the number of Shares in respect of which the Award Vests has already been determined at the end of the Performance Period, the number of Shares in respect of which the Award Vests in accordance with this Rule 15.5 shall be determined by the Committee and, unless the Committee determines otherwise, taking into account: the extent to which the Performance Condition(s) have been satisfied at the date of the relevant event as set out in Rule 15.2, 15.3 or 15.4, as the case may be; and the period of time that has elapsed since the start of the Performance Period until the date of the relevant event as set out in Rule 15.2, 15.3 or 15.4, as the case may be (or such other relevant period).

Compulsory rollover of Awards

In the event that a company ("Acquiring Company") is expected to obtain Control of the Company as a result of an offer referred to in Rule 15.2 or a compromise or arrangement referred to in Rule 15.3(a) then the Committee, with the consent of the Acquiring Company, may decide before the obtaining of such Control that an Award shall not Vest under Rule 15.2 or Rule 15.3 but shall be automatically surrendered in consideration for the grant of a new award which the Committee determines is equivalent to the Award it replaces, except that it will be over shares in the Acquiring Company.

The Rules will apply to any new award granted under this Rule 15.6 as if references to Shares were references to shares over which the new award is granted and references to the Company were references to the company whose shares are subject to the new award.

Adjustment of Awards

In the event of a Variation the Committee may make such adjustments as it considers appropriate to the number of Shares (including, in the case of an Option, any nominal exercise price) comprised in an Award.

Amendments

General rule on amendments

Except as described in Rule 17.2 and 17.3 the Committee may at any time amend the Plan or the terms of any Award.

Shareholder approval

Without the prior approval of the Company in general meeting, an amendment to the Rules may not be made for the benefit of a Participant relating to: eligibility; the overall limits on the issue of Shares or transfer of treasury shares under the Plan; the basis for determining a Participant's entitlement to, and the terms of, Shares (or cash) provided under the Plan; any adjustment of Awards on a Variation; and the Rules in general, except for: an amendment which is of a minor nature and benefits the administration of the Plan; or an amendment which is necessary or desirable in order to take account of the provisions of any proposed or existing legislation, including overseas legislation, or to take advantage of any change of legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for the Participant, the Company or some other Group Company.

Amendments to the disadvantage of Participants

No amendment to the material disadvantage of Participants shall be made under Rule 17.1 unless: the Board shall have invited every relevant Participant to indicate whether or not he approves the amendment; and the amendment is approved by a majority of those Participants who have given such an indication.

Overseas schedules

The Committee may, subject to Rules 17.2 and 17.3, make such amendments to the Rules as it considers necessary or desirable to take account of local tax, exchange control or securities law in order to operate the Plan in any jurisdictions in which Eligible Employees are situated and may implement such amendments in the form of schedules and/or sub-plans to the Plan applicable to the specified jurisdiction, provided that the any Awards satisfied by the issue of Shares or transfer of treasury Shares shall be included for the purposes of Rule 10 as if they had been granted under this Plan. Employment rights

Employment

The terms of employment of any Participant shall not be affected in any way by his participation in the Plan which shall not form part of such terms (either expressly or impliedly) nor in any way entitle him to take into account such participation in calculating any compensation or damages on the termination of his employment for whatever reason (whether lawful or unlawful) which might otherwise be payable to him, and the Participant's terms of employment shall be deemed to be varied accordingly.

Benefits not pensionable

The value of any benefit realised under the Plan by Participants shall not be taken into account in determining any pension or similar entitlements.

No consequential losses on termination

Participants shall have no rights to compensation or damages from the Company, any Group Company or any former Group Company on account of any loss in respect of Awards where such loss arises (or is claimed to arise), in whole or in part, from: termination of office or employment with; or notice to terminate office or employment given by or to,

the Company, any Group Company or any former Group Company. This exclusion of liability shall apply however termination of office or employment, or the giving of notice, is caused and however compensation or damages may be claimed.

No consequential losses on transfer of employer

Participants shall have no rights to compensation or damages from the Company, any Group Company or any former Group Company on account of any loss in respect of Awards where such loss arises (or is claimed to arise), in whole or in part, from: any company ceasing to be a Group Company; or the transfer of any business from a Group Company to any person that is not a Group Company.

This exclusion of liability shall apply however the change of status of the relevant Group Company, or the transfer of the relevant business, is caused, and however compensation or damages may be claimed.

No expectation of grant

This Plan is entirely discretionary and may be suspended or terminated by the Company at any time. Such suspension or termination will not affect any Awards granted under the Plan to the extent that they are subsisting at the date of such suspension or termination. The grant of an Award is likewise entirely discretionary and does not create any contractual or other right to receive future grants of Awards, or benefits in lieu of Awards. All determinations with respect to future grants will be at the sole discretion of the Company. Miscellaneous

Disputes

In the event of any dispute or disagreement as to the interpretation of the Plan, or as to any question or right arising from or relating to the Plan, the decision of the Committee shall be final and binding upon all persons.

Exercise of powers and discretions

The exercise of any power or discretion by the Committee shall not be open to question by any person and a Participant or former Participant shall have no rights in relation to the exercise of or omission to exercise any such power or discretion.

Share rights

Where Vested Shares are transferred to Participants (or their nominee), Participants shall be entitled to all rights attaching to such Shares by reference to a record date on or after the date of such transfer.

Notices

Any notice or other communication under or in connection with the Plan may be given: by personal delivery or by post, in the case of a company to its registered office, and in the case of an individual to his last known address, or, where he is a director or employee of a Group Company, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment; in an electronic communication to their usual business address or such other address for the time being notified for that purpose to the person giving the notice; or by such other method as the Committee determines.

Third parties

No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan, save for any company whose shares are subject to any new award under Rule 15.6.

Data protection

The Company will collect, use, store, share and transfer Personal Data about the Participant ("Data") as necessary to facilitate the administration of the Award. The Company may collect and receive Data about the Participant directly and/or from the Participant's employer which is a Group Company. Full details about what Data the Company collects, how the Company collects, uses, stores, shares, transfers and protects that Data and the lawful basis that the Company relies on to do so under Data Protection Law, are set out in the Company's privacy policy ("Privacy Policy"). The Privacy Policy is available from the Company by request to the Company Secretary. The Option Holder confirms that he has read and understood the Privacy Policy and acknowledges that the Company may collect, use, store, share and transfer the Participant's Data in accordance with the Privacy Policy. The Participant, by accepting the Award, consents to the collection, processing and transfer, in electronic or other form, of personal data ("Data") that is necessary to facilitate the implementation, administration and management of the Plan. The Company may, for the purpose of implementing, administering and managing the Plan, collect, process and transfer certain personal information about the Participant, including, but not limited to, the Participant's name, home address and telephone number, date of birth, national insurance number or other identification number, salary, nationality, job title and details of all awards or entitlement to Awards that may be granted under the Plan. Governing law The Plan and any dispute, claim or obligation whether contractual or non-contractual arising out of or in connection with it, its subject matter or formation shall be governed by English law. The Participant and the Company irrevocably agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim whether contractual or non-contractual arising out of or in connection with this Plan, its subject matter or formation.

Schedule

Company Share Option Plan ("CSOP")

1. Purpose and eligibility

1.1 The purpose of this Schedule to the Plan (the "CSOP Schedule") is to enable the Committee to grant Schedule 4 CSOP options ("CSOP Options") to certain employees and full-time directors of the Company and its Subsidiaries who are based in the United Kingdom. Options (which are intended to be tax-advantaged for UK tax purposes) may only be granted under the CSOP Schedule to employees and full-time directors of the Company and its Subsidiaries. Any person to whom a CSOP Option has been granted under this CSOP Schedule is a "Participant" for the purposes of the Plan. Options granted pursuant to this CSOP Schedule are granted pursuant to an "employees' share scheme" for the purposes of the Financial Services and Markets Act 2000.

1.2 This CSOP Schedule constitutes the UK HM Revenue & Customs Schedule 4 CSOP to the Plan. This Addendum is intended to qualify as a Schedule 4 CSOP for the purposes of Schedule 4 to ITEPA. CSOP Options granted under this CSOP Schedule are identical to the principal terms of the rules of the Plan but subject to the following additional terms and amendments.

2. Definition

2.1 Definitions are as contained in Rule 1.1 of the Plan, with the following additions or amendments:

(a) "Associated Company" has the meaning set out in paragraph 35 of Schedule 4.

(b) "Clause" means a clause of this CSOP Schedule.

(c) "Compulsory Acquisition Event" means any event as a result of which another company becomes bound or entitled to acquire shares in the Company under sections 979 - 982 Companies Act 2006.

(d) "Control" (for the purposes of the definition of Subsidiary) has the meaning contained in section 719 ITEPA.

(e) "CSOP Schedule" means this sub-plan to the Plan.

(f) "Eligible Employee" means any full-time director (meaning that he/she is required to work at least 25 hours per week, excluding meal breaks) or any employee of a Group Company who at the Date of Grant does not have a "material interest" as defined in paragraphs 9 - 14 of Schedule 4.

(g) "Exercise Price" means the amount payable per Scheme Share on the exercise of a CSOP Option, which amount shall be determined by the Committee at the Date of Grant but shall not be less than the higher of:

(i) the nominal value of a Scheme Share; and

(ii) the Market Value on the Date of Grant.

"Good Leaver" means a Participant who ceases to be a director or employee of a Group Company by reason of: injury or disability or ill-health (evidenced to the satisfaction of the Board); or redundancy (within the meaning of the Employment Rights Act 1996); or retirement as determined by the relevant Company or Subsidiary; or a subsidiary ceasing to be under the Control of the Company, or a business or part of a business being transferred to a person who is neither an Associated Company nor a company of which the Company has Control; or in the case of a group scheme where the qualifying employment is as a director or employee of a constituent company, that company ceasing to be controlled by the scheme organiser; or a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006, or for any other reason, if the Committee or the Board (in the case of Participants who are not executive directors of the Company) decides that such person shall be treated as a Good Leaver for the purposes of the Plan, provided that this may not in any circumstances include a Bad Leaver.

(h) "HMRC" means HM Revenue & Customs.

(i) "Market Value" has the meaning set out in Rule 3.3.

(j) "Reconstruction" means (i) a compromise or arrangement proposed for the purposes of or in connection with the acquisition of Control of the Company by another company which the court sanctions under section 899 Companies Act 2006, or (ii) a corporate event effected under overseas legislation, provided HMRC accepts that such overseas legislation is equivalent to section 899 Companies Act 2006.

(k) "Rule" means a Rule of the Plan.

(l) "Sale" means any event as a result of which another company acquires Control of the Company as a result of making a general offer:

(i) to acquire all of the issued ordinary share capital of the Company (other than that already held by the acquirer) which is made on a condition such that if it is satisfied the acquirer will have Control of the Company; or

(ii) to acquire all of the shares in the Company of the same class as the Shares.

(m) "Schedule 4" means schedule 4 of ITEPA as from time to time amended.

(n) "Schedule 4 CSOP" means a company share option scheme which satisfies the requirements of Schedule 4 and has been notified to HMRC in accordance with paragraph 28A Schedule 4.

(o) "Scheme Shares" means fully paid ordinary shares in the capital of the Company (or any shares representing the same) which comply with the terms of this CSOP Schedule and which satisfy the requirements of Part 4 of Schedule 4.

3. Purpose

The purpose of this CSOP Schedule is to provide benefits to Eligible Employees in the form of share options in accordance with Schedule 4. No other benefits may be provided under this CSOP Schedule.

4. Terms

4.1 Options granted pursuant to the CSOP Schedule shall be governed by the terms of the Plan, subject to such amendments set out below and as are necessary to give effect to Clauses 1 and 2 of the CSOP Schedule, and by the terms of the individual CSOP Option agreement entered into between the Company and the Participant. In the event of any inconsistency between the Plan and the CSOP Schedule, the rules of the CSOP Schedule shall prevail.

4.2 The terms of the CSOP Options (including the number of Scheme Shares under CSOP Option and the Exercise Price) shall be specified in the individual CSOP agreement entered into between the Company and the Participant on grant and the CSOP agreement is intended to meet the requirements of paragraph 21A of Schedule 4.

5. Eligibility

General rule

5. CSOP Options granted pursuant to the CSOP Schedule shall only be granted to employees and full-time directors (meaning a director who is required to work for 25 hours per week, excluding meal breaks) of the Company and its Subsidiaries and Rule 2 shall be modified accordingly.

Material interest

5. A new Rule 2.2 shall be included as follows:

"A Participant shall not be granted a CSOP Option if he is precluded from participating in the Plan by reason of paragraph 9 of Schedule 4 (material interest in a close company)."

Non-transferability of CSOP Options

5. A CSOP Option granted pursuant to this CSOP Schedule may not be transferred other than to the personal representatives on the death of the Participant.

Exercise Price

5. For the purposes of this CSOP Schedule, the Exercise Price of a CSOP Option shall not be less than the Market Value as at the Date of Grant.

Individual Limit

5.4 No CSOP Option may be granted to an Eligible Employee if the Market Value at the intended Date of Grant of the Scheme Shares to be subject to the CSOP Option, when aggregated with:

(a) the Market Value of Scheme Shares subject to unexercised CSOP Options granted under this CSOP Schedule (valued as at their Date of Grant) (excluding any which have lapsed or have been cancelled or surrendered) granted to him/her prior to the intended Date of Grant; and

(b) the Market Value of Scheme Shares subject to unexercised CSOP Options (valued as at their date of grant) (excluding any which have lapsed or have been cancelled or surrendered) granted to him/her prior to the intended Date of Grant under any other Schedule 4 CSOP established by the Company or any Associated Company of the Company,

would exceed £30,000 (or such other limit imposed from time to time under paragraph 6, Schedule 4).

5.5 For the purpose of Clause 5.5(a) above the Market Value of the Scheme Shares referred to shall be calculated as at the Date of Grant of the relevant Options, and for the purposes of Clause 5.5(b) the Market Value of the Scheme Shares referred to shall be calculated as at the date of grant of the options in accordance with the rules of the governing share option scheme.

5.6 Any CSOP Options granted under this CSOP Schedule shall be limited and take effect so that the limit in Clause 5.5 is not exceeded.

6. Rights to Exercise

6.1 Except as otherwise provided in this CSOP Schedule or the rules of the Plan, a CSOP Option may only be exercised when the Participant is an employee or a full time director of the Company, any of its Subsidiaries or an Associated Company to the extent that the CSOP Option has Vested.

6.2 No CSOP Option granted under this CSOP Schedule may be exercised at any time:

(a) by a Participant when he is precluded by paragraph 9 of Schedule 4 from participating; or

(b) by the personal representatives of a Participant if he was at the date of his death precluded by paragraph 9, Schedule 4 from participating; or

7. Cessation of employment

Good Leaver

7. A new Rule 14.3(a) shall be included and replace the existing Rule 14.3(a) as follows (and references to such sub-rules interpreted accordingly):

" in circumstances where the Participant is a Good Leaver the Participant may exercise any CSOP Option to the extent Vested as at the time the Participant ceases to hold any office or employment during the period of 6 months after the date of such cessation, after which, to the extent unexercised, the CSOP Option shall lapse and Rule 14.5 shall not apply. Any part of the CSOP option which is not Vested as at the time the Participant ceases to hold any office or employment shall lapse on the date that the Participant's office or employment terminates."

Other leaver

7.1 If a Participant ceases to be a director or employee of a Group Company for any reason other than that set out in Rule 14.2 or Clause 7.1, then Rule 14.3 shall apply.

8. Takeovers and other corporate events

8. Rule 15.2 shall be modified to provide that in the event that any person (or any group of persons acting in concert, as defined in the City Code on Takeovers and Mergers): 0. obtains Control of the Company as a result of making a general offer to acquire the whole of the issued share capital of the Company; or 0. obtains Control of the Company as a result of making a general offer to acquire all the shares in the Company which are of the same class as the Shares,

the Committee shall, within seven days of becoming aware of that event, notify every Participant of it and all CSOP Options shall Vest on the date of such notification if they have not then Vested and any CSOP Option may be exercised at any time during the period of six month beginning with 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 (Change of Control Date) (or, if shorter, at any time until the end of the Exercise Period). Any CSOP Option not exercised within this period shall lapse immediately upon the expiry of the period.

8.1 If as a consequence of any of the events in Rule 15, the Scheme Shares no longer meet the requirements of Part 4 of Schedule 4, the Participant may exercise the CSOP Option in full during such period specified by the Committee (being no longer than 20 days following the relevant event set out in Rule 15).

9. Exchange of CSOP Options

The following deals with exchange of CSOP Options and Rule 15.6 shall be replaced as follows:

"If a company (the "Acquiring Company") obtains Control of the Company as a result of a Sale, Compulsory Acquisition Event or Reconstruction, the Participant may, by agreement with the Acquiring Company within whichever of the periods set out at section (ii) below applies, release ("Release") his CSOP Option or part thereof in circumstances where the remainder is either exercised or surrendered (the "Old Option") in consideration of the grant to him of an equivalent right over shares in the Acquiring Company or in another company within paragraphs 16(b) or (c), Schedule 4 (the "New Option").

(i) The grant of a New Option may only take place on the following conditions:

(A) the shares over which the New Option is granted (the "New Shares") comply with the provisions relating to shares contained in paragraph 27 Schedule 4;

(B) the total Market Value of the Shares which were subject to the Old Option is equal immediately before the Release to the total market value (determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992) of the New Shares in respect of which the New Option is granted to the Participant immediately after the Release;

(C) the total amount payable by the Participant for the acquisition of New Shares on complete exercise of the New Option is equal to the total amount that would have been payable for the acquisition of Shares on complete exercise of the Old Option; and

(D) the New Option will be exercisable in the same manner as the Old Options and subject mutatis mutandis to the provisions of the Plan as it had effect immediately before the Release.

(ii) The periods referred to above are as follows:

(A) on a Sale or Compulsory Acquistion Event, the period of 6 months beginning with the date when the Acquiring Company has obtained Control of the Company and any condition subject to which the offer is made is satisfied or waived;

(B) on a Reconstruction, within the period of 6 months from the date on which the compromise or arrangement under section 899 Companies Act 2006 is sanctioned (or the merger or other corporate event (as specified in the definition of "Reconstruction") takes effect); and

(C) where the Acquiring Company becomes bound to acquire shares in the Company under sections 979-982 of the Companies Act 2006, within the period during which the Acquiring Company remains so bound or entitled as mentioned in the relevant provision.

(iii) The New Option shall, for the purposes of the Plan, be treated as having been acquired at the same time as the Old Option was or was treated as acquired and "Date of Grant" shall be construed accordingly.

(iv) The Company shall ensure that any agreement between the Acquiring Company and the Participant relating to the Release will be on terms that meet the requirements of a Schedule 4 CSOP and that the conditions set out above shall have been satisfied in relation thereto with the result that the New Option is treated for the purposes of paragraph 27(5), Schedule 4 and the Plan as if such New Option had been granted at the same time as the Old Option.

(v) Where the Participant releases his CSOP Options under this Rule 15.6 he shall not be entitled to exercise the New Options early solely by virtue of the circumstances which entitled the Participant to effect the Release.

(vi) In relation to any New Options granted pursuant to this Rule 15.6 these rules and the Plan shall be construed as if:

(A) except for the purposes of the definitions of "Company" and "Subsidiary" above and in the Plan, references to the Company were references to the Acquiring Company or, as the case may be, to the other company to whose shares the New Options relate; and

(B) references to the Shares were references to the ordinary shares in the Acquiring Company or, as the case may be, in that other company."

10. Variation of CSOP Option terms

10.1 Any variation made to the CSOP Options granted pursuant to this CSOP Schedule in accordance with Rules 15 and 16 is subject to the requirement that the provisions of Schedule 4 continue to be met.

10.2 Any variation made to a CSOP Option pursuant to Clause 10.1 above must ensure that the total Market Value of the Shares which may be acquired on exercise of a CSOP Option and the Exercise Price paid to acquire the CSOP Option must remain substantially the same before and after the variation.

11. The Plan

For the purposes of this CSOP Schedule and any CSOP Options granted pursuant to this CSOP Addendum, Rules 3.8, 6.5 and 9 shall not apply.

12. Withholding obligations

By accepting the grant of a CSOP Option, the Participant agrees that he shall be accountable for any income tax and, subject to the following provisions, national insurance liability which is chargeable on any assessable income deriving from the exercise of the CSOP Option. In respect of such assessable income the Participant shall indemnify the Company and (at the direction of the Company) any Subsidiary which is or may be treated as the employer of the Participant in respect of the following (together, the "Tax Liabilities"):

(i) any income tax liability which falls to be paid to HMRC by the Company (or the relevant employing Subsidiary) under the PAYE system as it applies to income tax under ITEPA and the PAYE regulations referred to in it; and

any national insurance liability which falls to be paid to HMRC by the Company (or the relevant employing Subsidiary) under the PAYE system as it applies for national insurance purposes under the Social Security Contributions and Benefits Act 1992 and regulations referred to in it such national insurance liability being all the employee's primary Class 1 national insurance contributions.

(b) The Participant shall make such arrangements as the Company requires to meet the cost of the Tax Liabilities, including at the direction of the Company any of the following:

(i) making a cash payment of an appropriate amount to the relevant company whether by cheque, banker's draft or deduction from salary in time to enable the company to remit such amount to HMRC before the 14th day following the end of the month in which the event giving rise to the Tax Liabilities occurred; or

(ii) appointing the Company as agent and/or attorney for the sale of sufficient Shares acquired pursuant to the exercise of the CSOP Option to cover the Tax Liabilities and authorising the payment to the relevant company of the appropriate amount (including all reasonable fees, commissions and expenses incurred by the relevant company in relation to such sale) out of the net proceeds of sale of the Shares.

13. Requirements of HMRC

13.1 The terms of any CSOP Option granted under this CSOP Schedule shall to the extent not expressly stated be adjusted to take into account the requirements of Schedule 4 and any HMRC guidance and practice.

13.2 The exercise of any discretion by the Committee in relation to CSOP Options granted under this CSOP Schedule shall at all times by exercised fairly and reasonably.

13.3 The Participant shall have no rights to compensation or damages on account of Tax Liabilities which arise or are increased in whole or part due to any decision of HMRC that a CSOP Option does not meet the requirements of Schedule 4.

Draft/ 28 March 202427 February 2024/OC_UK/32771799.4

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RM plc published this content on 03 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 April 2024 09:20:02 UTC.

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Hiscox Shares Fall After Earnings Missed Consensus, Retail Growth Slowed	09/23/09	DJ

	1st Jan change	Capi.
RM PLC	+21.93%	82.83M
MICROSOFT CORPORATION	+10.29%	3,082B
SYNOPSYS INC.	+8.12%	84.92B
CADENCE DESIGN SYSTEMS, INC.	+5.55%	78.23B
DASSAULT SYSTÈMES SE	-13.73%	54.06B
ATLASSIAN CORPORATION	-24.43%	46.79B
PALANTIR TECHNOLOGIES INC.	+19.98%	45.87B
THE TRADE DESK, INC.	+21.26%	42.65B
SEA LIMITED	+60.27%	37.28B
TAKE-TWO INTERACTIVE SOFTWARE, INC.	-9.36%	24.89B

RM plc

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RM.

GB00BJT0FF39

Software

RM : Performance Share Plan 2019

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Sector Other Software