International Distribution Services : Amendment to Rules of the International Distribution Services plc Long Term Incentive Plan

Rules of the INTERNATIONAL DISTRIBUTIONS SERVICES plc Long Term Incentive Plan

Approved by shareholders of the Company on 21 July 2016 and [25 September] 2024 Adopted by the board of directors of the Company on 18 May 2016 Amended by the Committee on 15 May 2019, 11 March 2020 and 9 May 2023 Last award date: 21 July 2026

[25 September] 2024

Classified: RMG - Internal

RULES OF THE INTERNATIONAL DISTRIBUTIONS SERVICES PLC LONG TERM INCENTIVE PLAN

Definitions

In these Rules (unless the context otherwise requires) the following words and phrases have the following meanings:

"Announcement Date" means the date on which the final results of the Group for any Financial Year are announced;

"Associated Company" has the meaning given to it in section 449 of the Corporation Tax Act 2010;

"Award" means a Conditional Award, Nil-Cost Option, Restricted Share Award or Cash Award;

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

"Board" means the board of directors from time to time of the Company or a duly authorised committee of the Board;

"Cash Award"means a right to receive a cash payment in accordance with the Schedule;

"Commencement Date" means 21 July 2016;

"Committee" means:

(a) the Remuneration Committee of the Company appointed to administer the Plan, all of whom are non-executive directors of the Company, in relation to decisions affecting the Plan as a whole, the executive directors of the Company and senior employees of the Group whose individual remuneration arrangements are within the terms of reference of that Committee; or

(b) the Board or such other persons or person as they may delegate (including the Remuneration Committee), in relation to other Eligible Employees;

and the Committee after a Takeover Event shall be the same persons as before that event;

"Company" means International Distributions Services plc, a company registered in England and Wales with the registered number 08680755;

"Conditional Award" means a conditional award of a specified number of Shares;

"Control" has the meaning given to it by section 995 of the Income Tax Act 2007;

"Dealing Rules" means any provision, whether imposed by law, set by the Company or agreed with a Participant from time to time which governs dealing in relation to a Participant's Award or Shares;

"Dividend Equivalent" means an amount equal to the dividends per Share paid in the period from the Award Date to the Release Date, each reinvested in Shares and compounded as determined in accordance with any reasonable method used by the Committee, with that amount multiplied by the number of Shares which are receivable under an Award (before a Dividend Equivalent is included as an additional receipt);

"Earliest Release Date" the earliest Release Date for an Award which, unless the Committee decides otherwise, is the third anniversary of the Award Date, except where Rule 8 or 9 applies;

"Eligible Employee" means any employee (including a director who is also an employee) of any Member of the Group who is required to devote substantially the whole of his working time to his Employment;

"Employees' Share Scheme" has the meaning given to it by section 1166 of the Companies Act 2006;

"Employing Company" means any Member of the Group by which the Participant is or, where relevant, was employed;

"Employment" means office or employment with any Member of the Group;

"Existing Award" means an Award which has not lapsed or been satisfied;

"Financial Year" means a financial year of the Company;

"Group" means the Company and its Subsidiaries from time to time;

"Holding Period"means a period (if any) specified by the Committee for a relevant Award after the Release Date;

"Internal Reorganisation" means any compromise, arrangement or offer (including any Takeover Event) which, taking into account:

(a) the shareholdings in the Company and any acquiring company before and after the compromise, arrangement or offer; and/or

(b) the consideration given for the acquisition of the Shares and/or (c) any other matter which it considers relevant,

is, in the reasonable opinion of the Committee, an internal reorganisation or reconstruction of the Company;

"London Stock Exchange" means London Stock Exchange plc or any successor company or body carrying on the business of London Stock Exchange plc;

"Market Value" means the average of the mid-market closing quotations of a Share over a period of 3 dealing days ending with the dealing day before the Award Date, or if the Committee so determines, the average of the mid-market closing quotations of a Share the dealing day before the Award Date, or the two dealing days before the Award Date;

"Member of the Group" means the Company or any one of its Subsidiaries from time to time;

"Nil-Cost Option" means a right to acquire a number of Shares granted in accordance with the Schedule;

"Participant" means any individual who has been granted and remains entitled to an Existing Award or (where relevant) the personal representative(s) of any such individual and/or who holds Shares in a Holding Period;

"Performance Condition(s)" means any condition or conditions, as determined by the Committee on or prior to the Award Date of an Award, relating to the performance of the Company or Group, or other condition, which must be met before the Vesting Date;

"Performance Period" means any period specified by the Committee for an Award over which any Performance Condition(s) is to be measured for the purpose of determining on the Vesting Date whether or to what extent the Performance Condition(s) has been satisfied provided that a Performance Period of less than 36 calendar months must be approved by the Board;

"Plan" means this plan as governed by the Rules as amended from time to time;

"Release Date" means the date determined by the Committee following the Vesting Date on which a Participant is to obtain or obtains legal and beneficial ownership of Shares and/or cash under the Plan which shall not, other than in the case of Rule 8 or 9, be earlier than the Earliest Release Date;

"Restricted Share Award" means an award of Shares to an Eligible Employee as set out in the Schedule;

"Restricted Shares" means Shares which are the subject of a Restricted Share Award;

"Rules" means these rules as from time to time amended in accordance with their provisions by the Board or by the Company in general meeting;

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

"Subsidiary" means a company which is both under the Control of the Company and is a subsidiary of the Company (within the meaning of section 1159 of the Companies Act 2006 or any company which is jointly controlled by the Company and any other person (and any company under the control of such jointly controlled company);

"Takeover Event" means the date on which:

0. any person obtains Control of the Company as a result of making a general offer for Shares or otherwise and a person shall be deemed to have obtained Control of the Company if he and others acting in concert with him have together obtained Control of it; or

0. the Court sanctions a compromise or arrangement for the purposes of a takeover of the Company; or

0. any person becomes bound or entitled to acquire Shares under compulsory acquisition provisions; or

0. the Company passes a resolution for voluntary winding-up;

"Tax Liability" means an amount sufficient to satisfy all taxes, duties, employee's social security contributions or any other amounts which are required to be withheld or accounted for by any person under PAYE or an equivalent system in connection with the grant, holding and/or exercise, vesting, satisfaction of or otherwise in connection with an Award or Shares;

"Trustees" means the trustees of any employee benefit trust established by the Company or any other Member of the Group for the benefit of directors and/or employees of the Company and/or Group;

"UK Listing Authority" means the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000; and

"Vesting Date" means the date on which the Committee determines how the Performance Condition(s) for an Award has been satisfied, whether in full or in part or not at all.

Where the context so admits the singular shall include the plural and vice versa and the masculine gender shall include the feminine.

Any reference to a statutory provision is to be construed as a reference to that provision as for the time being amended or re-enacted and shall include any regulations or other subordinate legislation made under it.

Commencement and Name

The Plan shall commence on the Commencement Date and be known as "the International Distributions Services plc Long Term Incentive Plan".

Grant of Awards

The Committee may from time to time in its absolute discretion grant Awards to Eligible Employees. Awards may also be granted by the Trustees, subject to the prior approval of the Committee, in which case the Trustees shall assume responsibility to deliver Shares and/or cash under the Award, but Awards granted by the Trustees shall otherwise be subject to the terms of the Plan.

An Award may normally only be granted within the period of one month starting on the Commencement Date or subsequently in the period of four months following the beginning of a Financial Year (so long as the grant occurs after an Announcement Date).

Awards may also be granted at any other time at which the Committee resolves that circumstances exist which justify the grant of an Award, which may include when a person becomes an Eligible Employee.

No Award may be granted under the Plan after 21 July 2026.

On grant, the Committee shall specify the Earliest Release Date and whether:

an Award is a Conditional Award, a Nil-Cost Option, a Restricted Share Award or a Cash Award;

the Award is intended to be satisfied in Shares or in cash;

the right to receive a Dividend Equivalent is included in the Award;

any Performance Conditions and Performance Period are to apply to the Award;

any Holding Period is to apply to the Award and if a Holding Period is to apply, the length of any such Holding Period; and

the provisions of Rule 12 (Malus and Clawback) are to apply to the Award.

No payment will be required for the grant of an Award.

The Committee shall grant Awards by deed or in such form as the Committee shall decide. Each Participant shall on, or as soon as possible after, the Award Date be issued with a certificate or other document evidencing the grant of the Award and setting out (or incorporating by reference to another document) its terms. The Participant shall, if required to do so by the Company, return a duly signed certificate or other document expressly agreeing to the terms of these Rules and the Award. If the Participant does not return a duly signed certificate or document by a date the Company has specified, the Award shall lapse.

No Performance Condition(s) may subsequently be varied or waived (except as otherwise provided in the Rules or the Performance Condition(s)) unless an event occurs which causes the Committee to determine that such Performance Condition(s) or other Condition(s) have ceased to be appropriate. In such a case, the Committee may then in its discretion vary or waive such Performance Condition(s) so that any new Performance Condition(s) imposed or any variation are in its opinion fair, reasonable and no more difficult (and, unless special circumstances apply, no more easy) to satisfy than the previous Performance Condition(s).

During a Holding Period a Participant may not deal in relevant Shares derived from the Award other than as permitted under these Rules or by the Committee, but shall be able to vote, receive dividends and participate in corporate actions in relation to Shares derived from the Award (including submitting decisions affecting Shares on a Takeover Event).

Plan LimitS

No Award shall be granted on any proposed Award Date if, as a result, the total of:

the number of Shares issued or issuable under Existing Awards; and

the number of Shares issued or issuable under outstanding awards made during the ten years preceding the Award Date under any other executive share plan established by the Company

would be more than five per cent. of the issued ordinary share capital of the Company on that date.

No Award shall be granted on any proposed Award Date if, as a result, the total of:

0. the number of Shares issued or issuable under Existing Awards; and

0. the number of Shares issued or issuable under outstanding awards made during the ten years preceding the Award Date under all other Employees' Share Schemes established by the Company

would be more than ten per cent. of the issued ordinary share capital of the Company on that date.

For the purposes of the limits contained in Rules 4.1 and 4.2:

lapsed awards;

Shares issued or issuable to satisfy awards granted before the date on which Shares were first admitted to the Official List of the UK Listing Authority;

awards satisfied or to be satisfied using market purchased Shares or Shares provided by H.M. Government

shall not be taken into account; and

references to Shares issued or issuable shall only include Shares transferred or transferrable from treasury for so long as Investment Association share incentive plan guidelines so require.

Individual Limit

The Market Value of Shares subject to Awards made to a Participant in any Financial Year shall not be more than 200 per cent. of the Participant's annual rate of salary at the date of the proposed Award (or 300 per cent. in the case of Awards made in unusual circumstances such as recruitment of an Eligible Employee).

For the purposes of Rule 5.1, where more than one Award is made in a Financial Year, the Market Value of Shares subject to each Award shall be measured on the respective Award Dates.

No Assignment or Transfer of award PRIOR TO THE RELEASE DATE

Subject to Rule 6.3, an Award may not be transferred, charged, pledged, mortgaged or encumbered in any way whatsoever by a Participant or his personal representative(s) before the Release Date.

In the event of any breach or purported breach of this Rule, an Award shall lapse immediately.

Rule 6.1 shall not prevent the personal representative(s) of a deceased Participant from receiving Shares under an Award.

Satisfaction of Awards

Rule 7 shall be subject to the special rules in Rule 8 and 9 in the case of a Participant who has left Employment or in the event of a Takeover Event or demerger.

Following the end of a Performance Period, the Committee shall determine the number of Shares to which a Participant is entitled by virtue of Performance Condition(s) being satisfied.

Subject to the remaining provisions of Rule 7 and any Holding Period requirements applicable to the Award, the Committee shall issue and/or procure the transfer of the relevant number of Shares and any Dividend Equivalent as soon as practicable after the Vesting Date, but not before the Earliest Release Date.

If Shares are to be received on the Release Date, the Participant authorises the Company automatically to sell or procure the sale of sufficient Shares on or following the Release Date and retain the proceeds of sale so as to ensure that any person other than the Participant liable to discharge a Tax Liability receives a sufficient amount to do so and the Participant shall only receive the balance of the number of Shares. If cash is to be received on the Release Date, the Participant authorises any deduction to be made from that to discharge a Tax Liability.

Alternative arrangements for the payment of a Tax Liability may be agreed by the Company and the Participant. Whatever the deductions or arrangements made at the time of the Release Date, the Participant shall remain liable to indemnify on demand the Company and or any other person for any Tax Liability not already discharged, and authorises a deduction for that amount to be made from salary or any other amount due to the Participant.

The Company shall not be obliged to satisfy any Award to the extent that it would cause a breach of any securities law or regulation, and shall have the right to postpone the Vesting Date and/or Release Date accordingly.

If Shares or cash are to be received on the Release Date and are to be subject to a Holding Period, delivery of the Shares or cash shall be conditional on the Participant agreeing to such further arrangements as the Company may specify for the effective operation of the Holding Period, including (without limitation) placing the Shares or cash into nominee or equivalent shareholding arrangements, depositing Share certificates and entering into a restricted securities election for tax purposes.

The Participant shall be sent within 30 days of the Release Date a share certificate (or other evidence of ownership) for the Shares which the Participant has received (and not sold). At the Company's election, Shares may be registered in the name of a nominee in uncertificated form.

The Committee may decide to satisfy a Conditional Award or Nil-Cost Option in full or in part by paying an amount in cash (subject to tax arrangements under Rule 7.3 applying as if it were an issue or transfer of Shares) equivalent to the value of Shares otherwise due to be delivered to a Participant. For the avoidance of doubt, the Committee may decide at any time, including on the Award Date or the Release Date, to satisfy a Conditional Award or Nil-Cost Option in cash in accordance with this Rule 7.8 and where the Committee has decided to satisfy a Conditional Award or Nil-Cost Option in cash or Shares, it may change that decision at any time until the Conditional Award or Nil-Cost Option is satisfied.

Leaving Employment and/or Overseas Transfer

This Rule applies if a Participant ceases to hold Employment before the Release Date or during the Holding Period.

Subject to Rule 9, if a Participant ceases to hold Employment before the Release Date of an Award by reason of:

death;

injury, ill-health or disability, as established to the satisfaction of the Committee;

redundancy with the agreement of the Committee;

retirement with the agreement of the Committee;

the company employing the Participant ceasing to be a Member of the Group;

the business or part of the business to which the Participant's office or employment relates being transferred to a person who is not a Member of the Group; or

any other reason where the Committee in its discretion so permits

the following provisions of this Rule 8 shall apply.

Where Rule 8.2 applies, the Performance Period shall be the originally specified Performance Period other than:

in the event of death before the end of the Performance Period where the Performance Period will end on termination of Employment; or

for other reasons under Rule 8.2 before the end of the Performance Period, where the Committee acting in its discretion decides that a shortened Performance Period to the date of termination of Employment (or such other date) should be substituted.

If a revised Performance Period is substituted, the Committee shall, at its discretion, make such changes to the Performance Condition(s) as it shall think fit so that they can be measured (if at all) at the end of the revised Performance Period, and the Committee shall determine whether the Vesting Date and Release Date shall be shortly after making that determination or at the normal time for Awards made at the same time. The Committee may take into account the extent to which Performance Condition(s) are likely to be met at the end of the original Performance Period.

Where Rule 8.2 applies, then, unless the Committee in its discretion determines a higher number should be received, the number of Shares receivable under an Award shall be:

the number of Shares produced by the application of Performance Condition(s) over the relevant Performance Period (either the original Performance Period or the substituted Performance Period (as relevant)) as decided under Rule 8.3;

which is then reduced pro rata to the number of completed calendar months of Employment in the originally specified Performance Period which the Participant served as an Employee relative to the number of calendar months in the originally specified Performance Period. Calendar months for this purpose shall run from the date in the month on which the Performance Period started to the date before that date in the next calendar month, and then be successive monthly periods worked out on the same basis.

For the purposes of this Rule 8, if a Participant:

gives or is given notice to cease employment other than for a reason in Rule 8.2, Employment shall be taken to cease on the date of that notice;

ceases to hold Employment after the end of the Performance Period but before the Release Date, the entitlement under an Award shall be calculated as normal, other than an Award shall lapse if the Participant's employment is terminated or entitled to be terminated for misconduct;

ceases to hold Employment during the Performance Period for any other reason than set out in Rule 8.2, a Participant's Award shall immediately lapse. For this purpose, a Participant ceases to hold Employment on the date when the Participant gives or is given notice if that date is before the actual date on which Employment ceases;

is suspended from Employment, then decisions on the number of Shares receivable shall also be suspended while that suspension from Employment is in force. If suspension results in dismissal by the Employing Company, all Awards held by that Participant shall immediately lapse, but if suspension is lifted and Employment continues, then the Award shall continue as if no suspension had occurred, and if the Release Date would have occurred while the suspension was in force, Shares shall be delivered as soon as practicable as a new Release Date is chosen;

ceases Employment but continues as a non-executive director of the Company, the Participant shall not be treated as ceasing Employment until the Participant ceases to be a non-executive director of the Company;

ceases Employment but still has an entitlement to return to work, the Participant shall be treated as remaining in Employment;

becomes subject to unfavourable tax or securities law treatment or other disadvantage because of an intra-Group transfer of employment or cross-border assignment, the Participant shall be capable of being treated (at the Committee's discretion) as if Rule 8.2.7 circumstances apply or other such other amendments may be made to the Award as the Committee may reasonably provide; and

receives Shares under an Award on ceasing to hold Employment (other than on death), if the Participant's Award is subject to a Holding Period, then unless the Committee acting in its discretion determines otherwise, the Holding Period shall apply until the end of the original Performance Period or two years from the date of termination of Employment (whichever is later).

If a Participant ceases to hold Employment during a Holding Period, a Participant's entitlement to Shares and that Holding Period shall continue other than where the Participant dies, Rule 9 or Rule 12 applies, or the Committee in its discretion determines otherwise.

Takeover or Demerger

Subject to Rule 9.3, if a Takeover Event occurs on or before the expiry of a Performance Period or Holding Period, the following provisions shall apply:

any outstanding Performance Period shall end on the date of the Takeover Event and the Committee shall make such changes to the Performance Condition(s) as it shall think fit so that the Performance Condition(s) can be measured (if at all) at the end of the Performance Period (although the Committee shall have the discretion to measure Performance Conditions when the proposed transaction constituting the Takeover Event is announced or substantively agreed);

the number of Shares receivable under an Award shall, unless the Committee in its discretion determines that a higher number of shares should be receivable, be the number produced by the application of revised Performance Condition(s) over the revised Performance Period, reduced pro rata to the number of completed calendar months in the original Performance Period as at the date of the Takeover Event relative to the number of calendar months in the original Performance Period. Calendar months for this purpose shall run from the date in the month on which the Performance Period started to the date before that date in the next calendar month and then be successive monthly periods worked out on the same basis;

the Vesting Date and the Release Date shall occur as soon as practicable on or after the Takeover Event (and no Holding Period shall apply);

any existing Holding Period shall end on the date of the Takeover Event.

If a Takeover Event occurs, a Participant may by agreement with a company obtaining Control of the Company or which becomes or has become bound or entitled to acquire Shares (the "Acquiring Company") release any of his Existing Awards in consideration of the grant of a new award on such terms as are agreed with the Acquiring Company.

In the case of an Internal Reorganisation, Rule 9.1 shall not apply unless the Acquiring Company does not make an offer to replace Existing Awards in accordance with Rule 9.2 with awards:

of equivalent value to the Existing Awards (as determined by the Committee in its discretion);

using shares in the Acquiring Company or an Associated Company of that company;

with Performance Condition(s) and/or Holding Periods for Shares and/or cash which are (if imposed at all) no more difficult to satisfy than the Existing Awards or existing Holding Periods; and

which together with the Rules shall thereafter refer to the Company as the company over whose shares the new awards or Holding Periods relate.

If the Acquiring Company makes such an offer, Existing Awards shall automatically be released in consideration of the grant of a new award on such other terms as are agreed with the Acquiring Company without the need for a Participant's agreement.

If a Takeover Event occurs after the termination of Employment but before the end of the Performance Period (where the Performance Period was not shortened at the time Employment ended), the reduction in Rule 9.1.2 shall (unless the Committee in its discretion decides that a higher number of shares should be receivable) be by reference to the number of completed calendar months in the original Performance Period in which the Participant was not in employment relative to the original Performance Period).

If a Participant's Employment terminates after the Takeover Event, the Award shall lapse if the Participant is dismissed for misconduct or his Employing Company would be entitled to do so, but shall not otherwise be affected by Rule 8.

If the Committee decides in its discretion that an event is a "demerger" then:

the Performance Period for Existing Awards may end;

Performance Condition(s) may be amended;

the resulting number of Shares which would otherwise be delivered on the Release Date;

and other terms of Existing Awards and Holding Periods may be amended

as the Committee may determine.

Lapse

An Existing Award, whenever granted, shall lapse and the Participant shall lose all rights to receive Shares on the earlier of:

the failure by a Participant to return a duly signed certificate or other document by the specified date in accordance with Rule 3.6;

the expiry of the Performance Period, if any Performance Condition(s) remain unfulfilled at that date, except that where Performance Condition(s) allow for partial satisfaction of the Performance Condition(s), an Existing Award shall lapse only to the extent of the unsatisfied part;

the date on which it is determined by the Committee that any Performance Condition(s) cannot be satisfied;

the date on which the Participant ceases to hold any Employment, or the date on which he gives or is given notice of such cessation where the Award lapses in accordance with Rule 8;

the date upon which the Participant is adjudicated bankrupt;

any breach of Rule 6 by the Participant; and

any other reason set out in these Rules or the Award documentation which results in the loss of entitlement to receive Shares.

Capital Reorganisation

In the event of:

0. any variation in the ordinary share capital of the Company, including by way of capitalisation of profits or reserves or by way of rights or any consolidation or sub-division or reduction of capital or otherwise;

any demerger; or

special dividend

then the number, shares and value of shares under any Existing Awards and any Performance condition(s) or terms of Holding Periods may be adjusted by the Committee in such manner and with effect from such date as the Committee may determine to be appropriate. The Plan limits in Rule 4 shall also be adjusted as the Committee may determine to be appropriate.

If it thinks it appropriate, the Committee shall notify Participants in such manner as it thinks fit of any adjustment made under Rule 11.1.

MALUS AND CLAWBACK

For the purposes of this Rule 12, the following are "Relevant Events" for Awards which are subject to this Rule:

0. the discovery of a material misstatement resulting in an adjustment in the audited consolidated accounts of the Company or the audited accounts of any Member of the Group for a period that was wholly or partly in the Performance Period over which the Performance Condition(s) applicable to an Award is to be or was assessed; and/or

0. the discovery that the assessment of any Performance Condition(s) in respect of or other information the grant or vesting of a Participant's Award was based on error, or inaccurate or misleading information; and/or

0. action or conduct of a Participant which, in the reasonable opinion of the Committee, amounts to fraud or gross misconduct; and/or

0. action or conduct of a Participant which, in the reasonable opinion of the Committee, has given or could give rise to serious reputational damage to the Group; and/or

0. action or conduct of a Participant which, in the reasonable opinion of the Committee, has caused the Company or business in which the Participant is employed to suffer a material failure of risk management; and/or

0. the Company enters an involuntary administration or insolvency process; and/or

0. a breach by the Participant of any restrictive covenants, confidentiality or other employment obligations that apply to him/her after the termination of his/her employment,

provided that, the circumstances described in (d) to (g) inclusive shall only be "Relevant Events" for Awards granted after 1 April 2019.

If a Relevant Event occurs before a Takeover Event then:

where the Release Date for a relevant Award has not occurred, the Committee shall have the discretion to reduce or cancel that Award for no compensation; and/or

where the Relevant Event occurs in the 24 months following a Release Date, the Committee shall have the discretion to:

reduce or cancel without compensation any unvested or unpaid award under any share or bonus plan or arrangement operated by the Company (including the Plan) or reduce or cancel without compensation future salary payments that would otherwise be made; or

require a Participant, within 28 days of written notice being received by the Participant, to transfer to the Company such number of Shares for nil consideration or make a payment of such cash amount (including, but not limited to, deduction from the Participant's salary or any other payment to be made to the Participant by any Member of the Group),

in either case as the Committee may determine in its discretion, but where the value of the reduction or recovery may not exceed the post-tax value (as so determined) of the Award (including any Dividend Equivalent) as at the Release Date and any dividends received on Shares the subject of an Award after the Release Date.

Employment Rights

The Plan shall not form part of any terms of employment between any Member of the Group and any employee of any such company. The rights and obligations of any individual under the terms of his office or employment with any Member of the Group shall not be affected by his participation in the Plan.

Participation in the Plan shall be on the express condition that:

neither participation nor losing rights under the Plan shall give any individual under the terms of the Participant's office or employment with any Member of the Group any additional or other rights to compensation or damages;

the Plan shall not form part of any collective agreement or understanding or be taken to have induced agreement on any collective agreement or understanding;

no damages or compensation shall be payable in consequence of the termination of an individual's office or employment (whether or not in circumstances giving rise to a claim for wrongful or unfair dismissal) or for any other reason whatsoever to compensate the Participant for the loss of any rights the Participant would otherwise have had (actual or prospective) under the Plan but for such termination;

the Participant shall be deemed irrevocably to have waived any such rights to which the Participant may otherwise have been entitled; and

participation shall not give rise to any additional pension rights.

No individual shall have any claim against a Member of the Group arising out of not being allowed to participate in the Plan. No Eligible Employee shall be entitled as of right to receive an Award.

No Participant shall be entitled to claim compensation from any Member of the Group in respect of any Shares or sums not received by or paid to the Participant pursuant to the Plan or for any diminution or extinction of rights or benefits (actual or otherwise) under any Award held by the Participant, or any exercise of or failure to exercise a discretion.

Each Member of the Group shall be entirely free to conduct its affairs as it sees fit without regard to any consequences under, upon or in relation to the Plan or any Award or Participant.

Discretion may be exercised differently in relation to different Participants at the time of any event or decision. Discretion or agreement of the Committee may also be exercised or given in accordance with a pre-agreed policy rather than decided on a case by case basis and no Participant shall have any entitlement to a meeting of the Committee or other consideration to decide whether to exercise or how exercise that discretion or to reach an agreement in a particular case. Any discretion or agreement in favour of a Participant shall not be treated as being exercised or given unless the application of that discretion or agreement is recorded in writing.

Administration and Amendment

The Plan shall be administered by the Committee under the direction of the Board which may at any time and from time to time by resolution and without other formality delete, amend or add to the Rules of the Plan in any respect, provided that:

no deletion, amendment or addition shall adversely affect in any material way any rights already acquired by a Participant under the Plan without the approval of the majority of the affected Participants (so as to bind all Participants) or the relevant Participant (so as to bind that Participant) having been obtained;

no deletion, amendment or addition to the advantage of Participants may be made to any of the provisions of the Plan relating to:

eligibility;

the limitations on the number or amount of Shares, cash or other benefits subject to the Plan;

the maximum entitlement for any one Participant;

the basis for determining a Participant's entitlement to, and the terms of Shares, cash or other benefits to be provided under the Plan and for the adjustment thereof (if any) in the event of a capitalisation issue, rights issue or open offer, sub-division or consolidation of Shares or reduction of capital or any other variation of capital

except with the prior approval of the Company in general meeting, unless the deletion, amendment or addition is minor and to benefit the administration of the Plan, to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants or any Member of the Group or to take into account existing or proposed legislation.

Notwithstanding anything to the contrary contained in these Rules, the Board may at any time by resolution and without further formality establish further plans or sub-plans to apply in overseas territories governed by rules similar to these Rules but modified to take account of local tax, exchange control or securities laws, regulation or practice provided that any Shares made available under any such scheme shall be treated as counting against the limits on overall and individual participation in the Plan in Rules 4 or 5.

The Board may from time to time make and vary such rules and regulations not inconsistent with the Plan and establish such procedures for the administration and implementation of this Plan as it thinks fit.

In addition to any other powers to do so granted elsewhere under the Plan, the Company, in its discretion, may postpone the granting and exercise or vesting of Awards, the issuance or delivery of Shares under any Award or any other action permitted under the Plan to permit the Company, with reasonable diligence, to complete such stock exchange listing or registration or qualification of such Shares or other required action under any national or local law, rule, or regulation and the Company may require any Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Shares in compliance with applicable laws, rules, and regulations.

The Plan, the granting, exercise or vesting of Awards thereunder, and the other obligations of the Company under the Plan, shall be subject to all applicable national or local laws, rules, and regulations and to such approvals by any regulatory or governmental agency as may be required, and to any rules or regulations of any exchange or securities association on which the Shares are listed.

The Company shall not be obliged by virtue of any provision of the Plan to recognise the exercise or vesting of any Award or to otherwise sell or issue Shares in violation of any such laws, rules, or regulations; and any postponement of the exercise or vesting and settlement of any Award under this provision shall not extend the term of such Award, and the Company shall have not any obligation or liability to any Participant with respect to any Award (or Shares issuable or transferable thereunder) that shall lapse or lose value because of such postponement.

A Participant shall have no voting rights in respect of the Award during the period prior to the receipt of Shares (but shall be able to vote or direct voting during a Holding Period).

Shares issued or transferred pursuant to the Plan will rank pari passu in all respects with Shares then already in issue, but will not rank for any dividend or other distribution of the Company paid or made by reference to a record date falling prior to the Release Date of the relevant Award. This shall not affect any Participant's right to receive a Dividend Equivalent.

If Shares are admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange to satisfy Awards then, if no block listing is in place, the Company shall as soon as practicable after any allotment apply for permission for the Shares to be admitted to the Official List of UK Listing Authority and to trading on the London Stock Exchange.

The Company shall maintain sufficient unissued share capital to satisfy all Existing Awards which are to be satisfied by the issue of Shares.

The Committee's decision on any matter relating to the interpretation of the Rules and any other matters concerning the Plan (including the rectification of errors or mistakes of procedure or otherwise) shall be final and binding.

Unless otherwise agreed by the Company, any notice or other communication under or in connection with the Plan may be given:

by the Company to an Eligible Employee or Participant either personally or sent to him at his place of work by electronic mail or by post addressed to the address last known to the Company (including any address supplied by the relevant Participating Company or any Subsidiary) through the Company's internal postal service or through publication on any Group intranet or website used for employee share plan purposes; and

to the Company, either personally or by post to the Company Secretary.

Items sent by post shall be pre-paid and shall be deemed to have been received 72 hours after posting.

The Company shall bear the costs of setting up and administering the Plan. However, the Company may require any Member of the Group to reimburse the Company for any costs borne by the Company directly or indirectly in respect of such company's employees who are Participants.

The Board shall be entitled to authorise any person to execute on behalf of a Participant any document relating to the Plan, in so far as such document is required to be executed under the terms of the Plan.

The Company may, but shall not be obliged to, send copies to Participants of any notice or document sent by the Company or other person to the holders of Shares.

1.1 As part of the Plan, the Company, the Trustees and Members of the Group will process and may transfer personal data of Participants from time to time. The Company, Trustees and Members of the Group will process and transfer such personal data in accordance with applicable data protection legislation and in accordance with prevailing employee privacy policies (as amended from time to time). By participating in the Plan, Participants outside of the UK and the European Union consent to the collection, processing and transfer of his personal data for any purpose relating to the operation of the Plan.

US TAXPAYERS

General application of Rules to US Taxpayers

The provisions of this Rule 15 (US Taxpayers) shall apply to an Award granted to or held by a Participant who is or becomes, at any time during the period from the date on which the Award was granted to the Release Date (or any earlier date on which the Award lapses), subject to taxation under the US Internal Revenue Code of 1986, as amended (a "US Participant"). References to Code §409A are to §409A of the US Internal Revenue Code of 1986, as amended.

To the extent that any provision of this Rule 15 (US Taxpayers) is inconsistent with any Rule of the Plan, such provision of this Rule 15 (US Taxpayers) shall take precedence.

Application of Rule 15 to Nil-Cost Options

If this Rule 15 (US Taxpayers) applies to a Nil Cost Option, the Nil-Cost Option shall be deemed to be exercised immediately upon the first date on which it becomes capable of exercise under its terms, with no action necessary from the US Participant.

Settlement of Awards to US Taxpayers

Cash or Shares to be delivered to a US Participant shall be delivered no later than 31 December in the same calendar year as the Vesting Date of the Award determined under any Rule.

Grant on additional terms

No additional terms shall be imposed on an Award if such additional terms could cause the application of an accelerated or additional tax charge under Code §409A.

Cash equivalents

Any payment of a cash equivalent under Rule 7.8 shall be paid no later than the date on which the Shares in respect of which the Conditional Award or Nil-Cost Option was granted would have been delivered to the US Participant.

Leavers

Where the Board exercises its discretion provided for in Rule 8.2.7, in no event will the exercise of such discretion cause the application of an accelerated or additional tax charge under Code §409A.

Rule 8.3.2 shall not apply to Awards held by US Participants such that, to the extent that an Award becomes non-forfeitable prior to the Earliest Release Date, no accelerated delivery of cash or Shares to the US Participant shall occur, except as otherwise specifically provided by the Plan.

To the extent that any cash and/or Shares under this Plan is deliverable by reference to a US Participant's termination or cessation of employment or service, such term shall be deemed to refer to such US Participant's separation from service, within the meaning of Code §409A. Notwithstanding any other provision in this Plan to the contrary, if a US Participant is a "specified employee," as defined in Code §409A, as of the date of such US Participant's separation from service, then to the extent any cash and/or Shares deliverable under this Plan (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Code §409A, (ii) is deliverable upon the US Participant's separation from service and (iii) under the terms of this Plan would be delivered prior to the six-month anniversary of the US Participant's separation from service, such delivery shall be delayed until the earlier to occur of (a) the day after the six-month anniversary of the separation from service or (b) the date of the US Participant's death.

Rule 8.5.4 shall not apply to a US Participant. For the avoidance of doubt, Rule 12 (Malus and Clawback) shall apply to any Award in respect of which any cash and/or Shares are delivered to a US Participant during any period of suspension from Employment if the suspension subsequently results in dismissal by the Employing Company.

Rule 8.5.7 shall not apply to a US Participant. For the avoidance of doubt, the cash equivalent provisions of Rule 7.8 may continue to apply in circumstance in which Rule 8.5.7 may otherwise have applied.

Change of control events

The provisions of Rule 8.2.5 and Rule 9 (Takeover or Demerger) shall not apply to accelerate the Vesting Date and/or Release Date of an Award held by a US Participant (and thereby the delivery of cash and/or Shares) unless the relevant event constitutes a "change in control event" as defined in US Treasury Regulations or other guidance issued pursuant to Code §409A.

Adjustments

Any adjustment to an Award held by a US Participant pursuant to Rule 11 (Capital Reorganisation) shall be made in accordance with Code §409A (including, without limitation, the requirements under Treasury Regulation §1.409A-1(b)(5)) or otherwise shall be made in a manner consistent with the requirements for avoiding the application of an accelerated or additional tax charge under Code §409A.

Alterations

No alteration or addition shall be made under Rule 14 (Administration and Amendment) to an Award held by a US Participant if such alteration or addition could cause the application of an accelerated or additional tax charge under Code §409A.

Delivery of cash and/or Shares

Each delivery of cash and/or Shares pursuant to an Award shall constitute a separate payment within the meaning of Treasury Regulation Section 1.409A-2(b)(2).

Where cash or Shares are to be transferred to a US Participant via any employee benefit trust (a) the US Participant shall not have any interest in that cash sum or those Shares until the Release Date of the Award determined in accordance with the rules of the Plan; and (b) the Trustees shall not allocate any cash, Shares or other trust assets in favour of the US Participant until the Release Date of the Award.

General compliance with Code §409A

The foregoing provisions of this Rule 15 (US Taxpayers) are intended to comply with the requirements of Code §409A and shall be construed and interpreted in accordance therewith in order to avoid the imposition of additional tax thereunder.

In the event that the terms of the Plan would subject any Participant to taxes or penalties under Code §409A ("409A Penalties"), the Board, the Company and such Participant shall cooperate diligently to construe, apply and/or amend the terms of the Plan and the terms of the Participant's Award to avoid such 409A Penalties, to the extent possible, provided that in no event shall any Member of the Group be responsible for any 409A Penalties that arise in connection with any amounts payable in respect of any Award granted under this Plan.

Exclusion of Third Party Rights

The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Plan nor to any Award granted under it and no person other than the parties to an Award (or their personal representatives) shall have any rights under it nor shall it be enforceable under that Act by any person other than the parties to it (or their personal representatives).

Governing Law

These Rules shall be governed by and construed in accordance with English law and subject to the jurisdiction of the courts of England and Wales.

SCHEDULE

Nil-Cost Option

The Committee may at its discretion make an Award to a Participant by way of Nil-Cost Option.

The terms of a Nil-Cost Option shall be determined by the Committee, subject to its terms not being materially more expensive for the Group or more generous for Participant than a Conditional Award over the same number of Shares and the limits on participation contained in Rules 4 and 5 and other parts of the Plan being observed.

Restricted Share Award

The Committee may at its discretion make an Award to a Participant by way of a Restricted Share Award.

The terms of a Restricted Share Award shall comprise:

an allotment or transfer of Restricted Shares to an Eligible Employee such that the Shares are owned beneficially by the Participant from the Award Date;

such other terms as may determined by the Committee, subject to

the terms not being materially more expensive for the Group or more generous for Participant than a Conditional Award over the same number of Shares;

the limits on participation contained in Rules 4 and 5 and other parts of the Plan being observed (in particular, Restricted Shares shall generally be subject to restrictions on the rights attached to the Shares so that Restricted Shares will be forfeited to the extent that a Conditional Award would lapse in the same circumstance and restrictions on Restricted Shares shall only fall away in full to the extent that a Participant would be able to receive unrestricted Shares under a Conditional Award); and

dividends and voting rights being waived on the Shares.

CASH AWARD

The Committee may at its discretion make an Award to a Participant by way of a Cash Award.

Each Cash Award shall relate to a given number of notional Shares. On the vesting of the Cash Award the Participant shall be entitled to a cash sum which shall be equal to the 'Cash Value' of the notional vested Shares, where the Cash Value of a notional Share is the value of a Share on the Vesting Date of the Cash Award.

The cash sum payable under paragraph 3.2 above shall be paid by the employer of the Participant as soon as reasonably practicable after the Release Date, net of any deductions for the Tax Liability.

For the avoidance of doubt, a Cash Award shall not confer any right on the Participant to receive Shares or any interest in Shares.

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Classified: RMG - Internal