Abrdn : Rules of the abrdn plc Executive Long Term Incentive Plan 2024

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RULES OF THE ABRDN PLC EXECUTIVE LONG

TERM INCENTIVE PLAN 2024

This is a copy of the rules of the abrdn plc Executive Long Term Incentive Plan 2024 as produced to a general meeting of shareholders of abrdn plc held on [24] April 2024 [and approved by shareholders on the same date].

Adopted by the remuneration committee of the board of directors of abrdn plc on 31 January 2024,

conditionally upon shareholder approval being obtained.

	CONTENTS
		Page
1.	DEFINITIONS AND INTERPRETATION	3
2.	GRANT OF AWARDS	6
3.	PERFORMANCE CONDITION	7
4.	RESTRICTIONS ON TRANSFER AND BANKRUPTCY	7
5.	DIVIDEND EQUIVALENTS	8
6.	INDIVIDUAL LIMIT	8
7.	PLAN LIMITS	9
8.	REDUCTION FOR MALUS/CLAWBACK	10
9.	TESTING THE PERFORMANCE CONDITION AND VESTING	11
10.	RELEASE AND EXERCISE	11
11.	RETENTION PERIOD	12
12.	TAXATION AND REGULATORY ISSUES	13
13.	CASH EQUIVALENT	13
14.	CESSATION OF EMPLOYMENT	14
15.	CORPORATE EVENTS	15
16.	ADJUSTMENTS	16
17.	AMENDMENTS	17
18.	OVERSEAS SCHEDULES AND SUB-PLANS	17
19.	LEGAL ENTITLEMENT	17
20.	GENERAL	18
SCHEDULE 1 NOTIONAL FUND UNITS	19

THE ABRDN PLC EXECUTIVE LONG TERM INCENTIVE PLAN 2024

1. DEFINITIONS AND INTERPRETATION

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

"Award"	a Conditional Award or a Nil-Cost Option
"Board"	subject to rule 15.1, the board of the Company or any duly
	authorised committee of the board or any duly appointed
	successor body
"Company"	abrdn plc registered in Scotland with registered number
	SC286832
"Conditional Award"	a conditional right to acquire Shares in accordance with
	the rules of the Plan
"Control"	the meaning given by section 995 of the Income Tax Act
	2007
"Dealing Day"	any day on which the London Stock Exchange plc is open
	for business
"Dealing Restrictions"	restrictions imposed by the Company's share dealing
	code, the Listing Rules, MAR, or any applicable laws or
	regulations which impose restrictions on share dealing
"Eligible Employee"	an employee (including an executive director) of the
	Company or any of its Subsidiaries who is not subject to
	notice on the Grant Date
"Exercise Period"	the period during which a Nil-Cost Option may be
	exercised, as determined by the Board at the Grant Date,
	which will be no longer than the period ending on the tenth
	anniversary of the Grant Date
"FCA"	the United Kingdom Financial Conduct Authority (or any
	other successor body or organisation or other relevant
	regulatory authority, whether in the United Kingdom or
	any other jurisdiction)
"GDPR"	the EU General Data Protection Regulation 2016/679, as
	retained in UK law pursuant to the European Union
	(Withdrawal) Act 2018 and as amended or supplemented
	or as replaced by UK domestic legislation governing the
	processing of personal data from time to time
"Grant Date"	the date on which an Award is granted
"Grant Period"	the period of 42 days commencing on:
	(a)	the day on which the Plan is approved by
		shareholders of the Company in a general
		meeting

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	(b)	the Dealing Day after the day on which the
		Company makes an announcement of its
		results for any period
	(c)	in respect of an Eligible Employee, the date on
		which that Eligible Employee is appointed to an
		eligible role (as determined by the Board)
	(d)	the date on which the Policy is approved by
		shareholders of the Company in a general
		meeting or
	(e)	any day on which the Board resolves that
		exceptional circumstances exist which justify
		the grant of Awards,
	unless the Company is restricted from granting Awards
	under the Plan during the periods specified above as a
	result of any Dealing Restrictions, in which case the
	relevant Grant Period will be 42 days commencing on the
	Dealing Day after such Dealing Restrictions are lifted
"Group Member"	the Company, any Subsidiary of the Company, any
	company which is (within the meaning of section 1159 of
	the Companies Act 2006) the Company's holding
	company or a Subsidiary of the Company's holding
	company or, if the Board so determines, any body
	corporate in relation to which the Company is able to
	exercise at least 20% of the equity voting rights,
	references to "Group" and "Group Company" will be
	construed accordingly
"Holding Period"	the period beginning on the first day immediately
	following the Vesting Date and which, unless the Board
	determines otherwise, will be at least two years
"Internal Reorganisation"	where, immediately after a change of Control of the
	Company all (or substantially all) of the issued share
	capital of the acquiring company is owned directly or
	indirectly by the persons who were shareholders in the
	Company immediately before the change of Control
"Listing Rules"	the FCA's listing rules, as amended from time to time
"MAR"	the EU Market Abuse Regulation 596/2014, as retained
	in UK law pursuant to the European Union (Withdrawal)
	Act 2018 and as amended, supplemented or replaced by
	UK domestic legislation governing the dealing in listed
	securities from time to time
"Nil-Cost Option"	a right to acquire Shares in accordance with the terms of
	the Plan during the Exercise Period
"Normal Release Date"	the date on which an Award will normally be Released,
	which:
	(a)	in relation to an Award to which no Holding
		Period applies, will be the Normal Vesting Date
		or

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1. in relation to Awards to which a Holding Period applies, will be the Dealing Day immediately after the last day of the Holding Period

"Normal Vesting Date" the date on which an Award will normally Vest, which will (subject to rule 10.3) be the later of the date on which the Board determines that the Performance Condition has been satisfied in accordance with rule 9.1 or adjusted in accordance with rule 9.2 and the date determined by the Board at grant in accordance with rule 2.2.1

"Participant"any person who holds an Award or following such person's death, their personal representatives

"Performance Condition" a condition or conditions imposed under rule 3.1 which relates to performance and upon which the number of Shares in respect of which an Award will Vest is dependent, and which shall be consistent with the Policy

"Performance Period"	the period over which a Performance Condition will be
	measured which, unless the Board determines otherwise,
	will be at least three years
"Plan"	the abrdn plc Executive Long Term Incentive Plan 2024
	in its present form or as from time to time amended,
	including any Schedules, as appropriate
"Policy"	the Company's directors' remuneration policy that has
	most recently been approved by the Company's
	shareholders
"Recovery Period"	such period as determined by the Board at the Grant Date
	or, where the Board has not specified the Recovery
	Period at the Grant Date, the period specified in the
	Policy;
"Release"	(a)	in relation	to a Conditional	Award,	the
		Participant	becoming entitled to	receive	the

Shares which are the subject of their Award in accordance with the rules of the Plan; and

1. in relation to a Nil-Cost Option, the point at which it becomes capable of exercise in accordance with the rules of the Plan

and "Released" and "Release Date" will be construed accordingly

"Remuneration Rules" any relevant remuneration rules or regulations applied to any relevant Group Member by the FCA or other relevant regulator, as amended from time to time, or any guidance issued by the FCA or other relevant regulator which the Board considers it is necessary or appropriate for the Company to comply with

"Retention Period"such period as the Board determines beginning on the Release Date of an Award, having regard to the requirements of the Remuneration Rules (or any

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	guidance given by a competent regulator in respect of the
	Remuneration Rules)
"Schedule"	a schedule to the Plan
"Share"	a fully paid ordinary share in the capital of the Company
"Shareholding	the Company's shareholding requirements, as set out in
Requirements"	the Policy or any other code, policy or guidance issued by
	the Company and each as amended from time to time
"Subsidiary"	the meaning given by section 1159 of the Companies Act
	2006
"Tax Liability"	any tax or social security contributions liability in
	connection with an Award for which the Participant is
	liable and for which any Group Member or former Group
	Member is obliged to account to any relevant authority
"Trustee"	the trustee or trustees for the time being of any employee
	benefit trust, the beneficiaries of which include Eligible
	Employees
"UK"	United Kingdom
"Vesting"	the determination by the Board pursuant to rule 9 of the
	actual number of Shares under an Award which a
	Participant is entitled to receive on Release, subject to the
	requirements of any Holding Period or Retention Period,
	and "Vest", "Vested" and "Vesting Date" will be
	construed accordingly.

1. References in the Plan to:
2. 1. any statutory provisions are to those provisions as amended or re-enacted from time to time; and
   2. the singular include the plural and vice versa.
3. Headings do not form part of the Plan.
4. In the event that the Board wishes to grant an Award in the form of a right to receive Units (as defined in Schedule 1), then the provisions of Schedule 1 will apply.

2. GRANT OF AWARDS

1. Subject to rule 2.3 and, if the Board so determines, rule 2.5, during a Grant Period the Board may grant an Award to an Eligible Employee in its absolute discretion subject to the rules of the Plan and upon such additional terms as the Board may determine.
2. At the Grant Date of an Award, the Board will determine:
3. 1. the date or dates on which that Award will normally Vest and, if more than one date is specified, the number or proportion of the Shares which are subject to that Award which will normally Vest on each of those dates; and
   2. the Performance Condition that will be applicable to that Award under rule 3.

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1. The grant of an Award will be subject to obtaining any approval or consent required by the FCA (or other relevant authority), any Dealing Restrictions and any other applicable laws or regulations (whether in the UK or overseas).
2. An Award may be subject to such additional terms as the Board may determine, which may include restrictions on the disposal of some or all of the Shares acquired pursuant to an Award for such period as the Board may determine having regard, if required, to the Remuneration Rules, and that any Shares so restricted may be forfeited if the Participant ceases to hold office or employment with a Group Member during such period on account of serious misconduct. The Board may make the Release of an Award or exercise of a Nil-Cost Option conditional on the Participant taking any action (including entering into any agreement and/or tax election) reasonably required by the Board in relation to such additional terms.
3. If the Board so determines, no Award will be made by the Board unless an Eligible Employee has entered into an agreement (which may be in the form of an agreement of the type referred to in rule 11.1.1) by which they agree to comply with the Shareholding Requirements.
4. Awards must be granted by deed (or in such other form as the Board determines and on such basis as to constitute a legally binding agreement), and, as soon as practicable after the Grant Date, Participants must be notified of the terms of their Award including the Performance Condition.
5. A Participant shall be required to indicate their acceptance of the terms of their Award in such manner and form as the Board may require from time to time. Unless otherwise determined by the Board, an Award will lapse and will not be capable of Vesting if the Participant does not deliver such indication of their acceptance of its terms to the Company within such period of time for acceptance as is specified to the Participant.
6. No Award may be granted under the Plan after the tenth anniversary of the date on which the Plan was approved by the shareholders of the Company.

3. PERFORMANCE CONDITION

1. The extent to which an Award Vests will be subject to the satisfaction of a Performance Condition set by the Board at the Grant Date.
2. Subject to rules 14 and 15, the Performance Condition will be measured over the Performance Period pursuant to rule 9.
3. Where, in accordance with rules 14 or 15, an Award would (subject to satisfying any Performance Condition) Vest before the end of the full Performance Period then the extent to which the Performance Condition has been satisfied shall be determined by the Board on such reasonable basis as it decides (which may include having regard to the extent to which the Board considers that the Performance Condition would have been satisfied over the full length of the Performance Period, taking into account such factors as the Board considers appropriate).
4. The Board may amend or substitute a Performance Condition if one or more events occur which cause the Board to consider that an amended or substituted Performance Condition would be more appropriate and would not be materially less difficult to satisfy than the original Performance Condition was when first set.

4. RESTRICTIONS ON TRANSFER AND BANKRUPTCY

1. An Award must not be transferred, assigned, charged or otherwise disposed of in any way (except in the event of the Participant's death, to their personal representatives) and will lapse immediately on any attempt to do so.
2. An Award will lapse immediately if the Participant is declared bankrupt or, if the Participant is outside the UK, any analogous event occurs.

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5. DIVIDEND EQUIVALENTS

5.1 Unless the Board determines otherwise at the Grant Date, the number of Shares in respect of which an Award is Released shall be increased as if all of the dividends (excluding special dividends, unless the Board determines otherwise) paid during the period from the Grant Date until:

1. the Release Date; or if later,
2. the date on which a Nil-Cost Option is exercised during any Retention Period;

had been:

1. reinvested in the purchase of additional Shares on or around each dividend record date; or
2. added together and the aggregate amount applied to the purchase of additional Shares on or around the Release Date (or the date on which a Nil-Cost Option is exercised during any Retention Period)

in each case on such terms as determined by the Board at the Grant Date, save that no payment may be made pursuant to this rule 5.1 in respect of Shares comprised in a subsisting Nil-Cost Option after the later of the Release Date and the expiry of any Retention Period (notwithstanding that such Nil-Cost Option has not been exercised). Subject to rule 5.3, such additional Shares shall be delivered in accordance with rule 5.2.

1. Additional Shares pursuant to rule 5.1 shall be transferred to the Participant as soon as practicable following the Release of a Conditional Award or exercise of a Nil-Cost Option.
2. At any time prior to the Release Date, the Board may determine that, in substitution for the right to acquire some or all of the additional Shares referred to in rule 5.1, the Participant shall instead receive a cash sum, equal to the value of the additional Shares pursuant to rule 5.1 (such value being calculated on the date on which a Conditional Award is Released or the date of exercise (in the case of a Nil-Cost Option), as appropriate) that were deemed to have been reinvested (where rule 5.1.3 applies) or the aggregate amount of the dividends (where rule 5.1.4 applies).
3. The cash equivalent of such additional Shares, pursuant to rule 5.3, shall be paid to the Participant as soon as practicable following such determination, such amount being subject to withholding on account of any Tax Liability.

6. INDIVIDUAL LIMIT

6.1 No Eligible Employee may be granted an Award which would, at the Grant Date of that Award, cause the aggregate of:

1. the market value of the Shares which are to be the subject of that Award, as at its Grant Date; and
2. the market value of the Shares which are the subject of other Awards granted to that Eligible Employee in respect of the same financial year of the Company, as at the Grant Date of each such other Award,

to exceed 500% of the Eligible Employee's annual salary (or any higher limit that is specified under the Policy applicable at the Award Date) and to the extent any Award exceeds this limit it will be scaled back accordingly.

6.2 For the purposes of rule 6.1, the 'market value' of a Share shall be determined by the Board on such reasonable basis as it considers appropriate.

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7. PLAN LIMITS

1. The Board must not grant an Award which would, on the day before the Grant Date, cause the number of Shares allocated under the Plan and under any other employee share plan adopted by the Company to exceed such number as represents ten per cent of the ordinary share capital of the Company in issue at that time.
2. The Board must not grant an Award which would, on the day before the Grant Date, cause the number of Shares allocated under the Plan and under any other discretionary employee share plan adopted by the Company to exceed such number as represents five per cent of the ordinary share capital of the Company in issue at that time.
3. Subject to rules 7.4 and 7.5, in determining the limits set out in rules 7.1 and 7.2 Shares are treated as allocated if they have been newly issued by the Company or transferred from treasury to satisfy an option, award or other right granted during the previous ten years (an "award"), or in the case of such an award in respect of which Shares are yet to be delivered, if the Board intends that new Shares will be issued or that Shares from treasury will be transferred and for these purposes the number of Shares allocated includes:
4. 1. Shares which have been issued or may be issued to any Trustee; and
   2. Shares which have been or may be transferred from treasury to any Trustee

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

1. The Board may determine that Shares transferred from treasury will cease to count as allocated for the purposes of rule 7.3 if guidelines published by institutional investor representative bodies no longer require such Shares to be counted.
2. The number of Shares allocated does not include:
3. 1. Shares in respect of which the right to acquire such Shares lapses or is released;
   2. existing Shares (other than treasury Shares) which are transferred or to which an award relates and, for this purpose, the Board may determine at any time prior to the Release Date of an Award that such Award shall be capable of settlement only by the transfer of existing Shares (other than a transfer of existing Shares from treasury); and
   3. Shares allocated in respect of awards which are then satisfied in cash.
4. If the Board purports to grant one or more Awards which are inconsistent with the limits in this rule 7:
5. 1. if only one Award is purported to be so granted, that Award will be limited and will take effect from the Grant Date over the maximum number of Shares permitted by the limits; and
   2. if more than one Award is purported to be so granted, each such Award will be reduced as determined by the Board and will take effect from the Grant Date over the maximum number of Shares permitted by the limits.
6. The Board may make such adjustments to the method of assessing the limits set out in rules 7.1 and 7.2 as it considers appropriate in the event of any variation of the Company's share capital.

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8. REDUCTION FOR MALUS/CLAWBACK

1. Notwithstanding any other rule of the Plan, the Board may, in its absolute discretion and at any time within the Recovery Period, determine in respect of an Award (whether Vested and/or Released or otherwise) to:
2. 1. reduce the number of Shares to which an Award relates (including to zero);
   2. cancel an Award;
   3. impose further conditions on an Award; or
   4. require a Participant to transfer for nil consideration some or all of the Shares delivered to them under an Award and/or make a cash payment to the Company in respect of some or all of the Shares and/or cash delivered to them under an Award in any circumstances described in rule 8.2 and in which the Board considers such action is appropriate.
3. Such circumstances include, but are not limited to (without prejudice to the generality of the Board's discretion under rule 8.1):
4. 1. a material misstatement of the Group's audited financial statements prior to the fifth anniversary of the Grant Date;
   2. any failure of risk management, fraud or other material financial irregularity;
   3. material corporate failure;
   4. an error in the information or assumptions on which the Award was granted, Vests or is Released, as a result of misleading or erroneous data or otherwise;
   5. serious misconduct by a Participant or otherwise;
   6. failure by a Participant to meet or maintain appropriate standards of fitness and propriety;
   7. any deliberate or severely negligent act or omission by a Participant which has resulted in significant losses or serious reputational damage to the Group (or any Group Member);
   8. a material downturn in the financial performance of the Company, the Group, or any Group Member or business unit for which the Participant works or has responsibility or accountability for; and
   9. misbehaviour or material error by a Participant.
5. For the avoidance of doubt, the Board may (in reliance on its general discretion under rule 8.1) take any of the actions referred to in rule 8.1 in circumstances where it reasonably considers it necessary to do so to comply with any Remuneration Rules.
6. The Board may decide to:
7. 1. reduce (including to zero) the number of Shares to which an Award relates;
   2. cancel an Award;
   3. impose further conditions on an Award; and/or

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