Capricorn Energy : 2017 LTIP - rules including proposed amendments to be approved at 23 May 2024 AGM

RULES OF THE CAPRICORN ENERGY PLC LONG TERM INCENTIVE PLAN (2017)

Approved by the shareholders of the Company in general meeting on 19 May 2017, adopted by the Board of Directors of the Company with effect from 19 May 2017 and amended by the Remuneration Committee of the Board of Directors of the Company on 4 March 2020, 3 March 2021, 13 December 2021, 15 May 2023, 5 October 2023 and 23 May 2024

GLASGOW

1 West Regent Street

GLASGOW G2 1RW

DX G W409 GL AS GOW

1. 0141 566 9900 F: 0141 565 1222 www.shepwedd.co.uk

Ref: C0210.311-01/ROC

	CONTENTS
Clause		Page No
1.	Interpretation	1
2.	Authority of Committee	6
3.	Grant of Awards	6
4.	Conditions attaching to Awards	7
5.	Dividend Equivalent	8
6.	Restrictions and limitations - General	9
7.	Source of Shares and limits	9
8.	Vesting of Awards	12
9.	Consequences of Vesting	13
10.	Additional provisions relating to the Release of Shares and taxation of Awards	14
11.	Cash Alternative	15
12.	Lapse of Awards	15
13.	Cessation of employment before the Vesting Date	16
14.	Cessation of employment after the Vesting Date	17
15.	Change of Control and Liquidation	18
16.	Malus and Clawback	19
17.	Adjustment of Awards	22
18.	Administration	23
19.	General	23
20.	Amendments to these Rules	24
21.	Data protection	25
SCHEDULE	26
Part 1 - Cash Conditional Awards	26

RULES

of the

Capricorn Energy PLC Long Term Incentive Plan (2017)

1. Interpretation

1.1 In these Rules, the following expressions have the following meanings unless inconsistent with the context:

"Allocated"	has the meaning given in Rule 7;
"Award"	a Retention Award or a Performance Award;
"Award Confirmation"	a certificate or other form of confirmation provided to a
	Participant pursuant to Rule 3.3;
"the Board"	the board of directors for the time being of the Company or
	the directors present at a duly convened meeting of the
	directors or a duly appointed committee thereof at which a
	quorum is present;
"the Committee"	the remuneration committee of the Board or, on and after
	the occurrence of a Rule 15 Event, the remuneration
	committee of the Board as constituted immediately before
	such event occurs;
"the Company"	means CAPRICORN ENERGY PLC (registered in Scotland
	under No. SC226712 and formerly named Cairn Energy
	PLC);
"Conditional Award"	a deferred award of Shares subject to the Rules made on
	terms that the Participant has no legal and/or beneficial
	interest in the Shares comprised in such Conditional Award
	until they have been Released following Vesting;
"Control"	the meaning given to that expression by section 995 of the
	Income Tax Act 2007 (and "Controlled" shall be construed
	accordingly);
"Date of Adoption"	the date on which the Plan is adopted by the Board;
"Date of Approval"	the date on which the Plan is first approved by the
	Company in general meeting;
"Date of Grant"	in respect of an Award, the date upon which that Award is
	granted by the Committee pursuant to Rule 3.3;
"Dealing Day"	a day on which the London Stock Exchange is open for the
	transaction of business;
"Directors' Remuneration	has the meaning given in section 422A(6) of the
Policy "	Companies Act 2006;
"Discretionary Share Scheme"	an Employees' Share Scheme in which participation is
	solely at the discretion of the Board or Committee;
"Eligible Employee"	any person who is an employee or executive director of any

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	company which is at the relevant date a member of the
	Group;
"Employees' Share Scheme"	the meaning given by section 1166 of the Companies Act
	2006;
"Exercise Price"	the price per Share payable on the exercise of an Award
	that is a Nominal Value Option, being a price equal to the
	nominal value of a Share as at the Date of Grant (subject to
	any subsequent adjustment pursuant to Rule 17);
"Financial Year"	a financial year of the Company within the meaning of
	section 390 of the Companies Act 2006;
"the Group"	the Company and all of the Subsidiaries for the time being
	or where the context so requires any one or more of them
	(and "Group Company" shall be construed accordingly);
"Holding Period"	where applicable to an Award (or part thereof), means the
	period starting on the Vesting Date and ending on the
	earliest of the dates specified in Rule 4.6;
"Issue or Reorganisation"	any capitalisation issue or rights issue or rights offer or any
	other variation in the share capital of the Company
	including (without limitation) any consolidation, sub-division
	or reduction of capital of the Company or any other event
	which may affect the share capital of the Company or a
	demerger of the Company;
"ITEPA"	the Income Tax (Earnings and Pensions) Act 2003;
"the London Stock Exchange"	The London Stock Exchange plc or its successor;
"Listing Rules"	the Listing Rules published by the UK Listing Authority (as
	amended from time to time);
"Market Abuse Regulation"	Regulation (EU) No 596/2014 of the European Parliament
	and of the Council of 16 April 2014 on market abuse;
"Market Value"	in relation to a Share on any day means an amount equal
	to the middle-market quotation for a Share (as derived from
	the London Stock Exchange Daily Official List) on the
	Dealing Day immediately preceding that day (or, if the
	Remuneration Committee so determines, the average of
	such middle market quotations on the three Dealing Days
	immediately preceding that day);
"NIC"	national insurance contributions;
"Nil Cost Option"	a right to acquire Shares for no consideration subject to the
	Rules;
"Nominal Value Option"	a right to acquire Shares at the Exercise Price subject to
	the Rules;
"Normal Vesting Date"	in relation to an Award, the date specified by the
	Committee at or prior to the Date of Grant on which, save
	as otherwise specified in the Rules, it will Vest PROVIDED
	THAT in the case of an Award granted to an executive
	director of the Company, its Normal Vesting Date shall not
	be earlier than the third anniversary of the Date of Grant;

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"Notification Date"	means, in relation to an Award that is an Option, the date
	on which the Committee notifies the relevant Participant of
	the Vesting of that Option in accordance with Rule 9.2;
"Option"	a Nil Cost Option or a Nominal Value Option;
"Participant"	a person who has been granted an Award and, where the
	context so requires, the legal personal representative(s) of
	such person (and "Participants" shall be construed
	accordingly);
"Performance Award"	a	Conditional Award or an Option granted (or to be
	granted) by the Company to an Eligible Employee in
	pursuance of the Plan on terms that the Vesting of such
	Conditional Award or Option is (subject as otherwise
	provided herein) conditional upon:
	(i)	the Performance Condition being met; and
	(ii)	the relevant Participant remaining a director or
		employee of a Group Company until Vesting;
"Performance Condition"	in	relation to a Performance Award, the performance
	condition (or performance conditions) as determined by the
	Committee in its absolute discretion pursuant to Rules 4.2
	and 4.3;
"Performance Period"	in	relation to a Performance Award, and subject as
	otherwise provided in these Rules and the applicable
	Performance Condition, such period as the Committee may
	determine at the Date of Grant, and in the absence of any
	such determination, the period commencing on the Date of
	Grant of such Award and ending on the third anniversary
	thereof;
"Permitted Grant Period"	the period of 42 days commencing on:
	(i)	the Date of Adoption;
	(ii)	the Dealing Day after the day on which the
		Company makes an announcement of its results
		for any period;
	(iii)	any day on which the Committee resolves that
		exceptional circumstances exist which justify the
		grant of Awards;
	(iv)	any day on which any change to any relevant
		legislation, regulation or government directive
		affecting Employees' Share Schemes is proposed
		or made; and
	(v)	in respect of an Eligible Employee, the date on
		which that Eligible Employee first becomes
		employed by a Group Company,

PROVIDED THAT if, by reason of any Share Dealing Restrictions, the Company is prevented from granting Awards under the Plan during the periods specified above, the relevant Permitted Grant Period shall be 42 days

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	commencing on the Dealing Day after the relevant
	restriction is lifted;
"the Plan"	the Capricorn Energy PLC Long Term Incentive Plan
	(2017) established by the adoption of these Rules as an
	Employees' Share Scheme and as from time to time
	amended in accordance with the provisions hereof;
"Release"	in relation to:
	(i)	a Conditional Award - the transfer to the Participant
		(or his nominee) of some or all of the Shares
		comprised in the Conditional Award in accordance
		with these Rules; and
	(ii)	an Option - the transfer to the Participant (or his
		nominee) of the Shares comprised in the Option (or
		part thereof) following the exercise of such Option
		(or part thereof) pursuant to these Rules,
	(and "Released" shall be construed accordingly);
"Retention Award"	a Conditional Award or an Option granted (or to be
	granted) by the Company to an Eligible Employee in
	pursuance of the Plan on terms that the Vesting of such
	Conditional Award or Option is (subject as otherwise
	provided herein) conditional upon the relevant Participant
	remaining a director or employee of a Group Company until
	the Vesting Date;
"Rule 15 Event"	means any of the events specified in Rules 15.1.1 to 15.1.5
	(inclusive);
"Rules"	these rules as from time to time amended;
"Schedule"	the schedule annexed to these Rules;
"Share Dealing Restrictions"	restrictions on dealing in Shares imposed by:
	(i)	the Market Abuse Regulation; or
	(ii)	any other law or regulation with the force of law; or
	(iii)	the Listing Rules; or
	(iv)	any other share dealing procedure, agreement,
		arrangements, condition, contract or code adopted
		or entered into by the Company;
"Shares"	fully paid ordinary shares in the capital of the Company;
"Subsidiary"	any company which is for the time being both:
	(i)	Controlled by the Company; and
	(ii)	a subsidiary of the Company within the meaning of
		section 1159 of the Companies Act 2006

PROVIDED THAT for the purpose of that section a company shall be deemed to be a member of another when its shares in the other company are registered in the name of another person either in

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		connection with the taking of security or as a
		nominee;
"Tax Liability"	all taxes, duties and/or social security or NIC or any other
	amounts (including any amounts which a Participant has
	lawfully agreed or elected to bear) which the Company, any
	other Group Company and/or the Trustee would be
	required to account for to HM Revenue & Customs or any
	other taxation authority (whether in the UK or otherwise) for
	or in respect of a Participant resulting from the grant,
	Vesting or exercise of an Award or the Release of any
	Shares;
"Treasury Shares"	the same meaning as in section 724(5) of the Companies
	Act 2006;
"Trustee"	the trustee or trustees for the time being of the Capricorn
	Energy PLC Employees' Share Trust (2003) or any other
	employee benefit trust established by the Company and
	which the Committee has determined shall operate in
	conjunction with the Plan or, where the context so permits,
	the nominee(s) of such trustee or trustees;
"UK Listing Authority"	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, including, where
	the context so permits, any committee, employee, officer or
	servant to whom any function of the UK Listing Authority
	may for the time being be delegated;
"Vest"	in relation to:
	(i)	a Conditional Award - means, subject to the
		operation of any applicable Holding Period(s), the
		crystallisation of a Participant's entitlement to
		receive some or all of the Shares comprised in that
		Conditional Award in accordance with these Rules;
		and
	(ii)	an Option - means, subject to the operation of any
		applicable Holding Period(s), the crystallisation of a
		Participant's right to exercise such Option in
		respect of some or all of the Shares over which it
		subsists in accordance with these Rules,
	(and "Vests, "Vesting" and "Vested" shall be construed
	accordingly);
"Vesting Date"	in relation to any Award, the date on which such Award
	Vests pursuant to these Rules; and
"Withheld Shares"	in relation to:
	(i)	a Conditional Award - means those Shares that
		the Participant has become conditionally entitled to
		receive on the Vesting of that Award but which
		have yet to be Released to him in accordance with
		the provisions of Rule 9.1.2 due to the continuing
		application of a Holding Period; and
	(i)	an Option - means the Shares subject to that part

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of a Vested Option which has yet to become exercisable in accordance with Rule 9.3.2 due to the continuing application of a Holding Period.

1. References to statutory provisions shall, where the context so admits or requires, be construed as including references to the corresponding provisions of any earlier statute (whether repealed or not) directly or indirectly amended, consolidated, extended or replaced by such provisions, or re-enacted in such provisions, and of any subsequent statute in force at any relevant time directly or indirectly amending, consolidating, extending, replacing or re- enacting the same, and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant statute.
2. Any reference to a "Rule" is a reference to one of these Rules.
3. Where the context so admits the singular includes the plural and each gender includes the other gender.

1. Authority of Committee
   With effect from the Date of Adoption, the Committee is empowered to grant Awards to Eligible Employees in accordance with these Rules.
2. Grant of Awards

Discretions of the Committee

1. Subject to the restrictions set out in Rules 6 and 7, the Committee may, if in its absolute discretion it so decides, grant Awards to Eligible Employees.
2. Subject as otherwise provided in these Rules, the Committee shall have an absolute discretion in determining (inter alia):
3. 1. the Eligible Employees to be granted Awards;
   2. the number of Shares to be comprised in each Award;
   3. the Normal Vesting Date applicable to each Award;
   4. whether an Award is a Performance Award or a Retention Award;
   5. (in the case of a Performance Award), the terms of the applicable Performance Condition and the Performance Period;
   6. whether a Holding Period (or Holding Periods) will be applied to an Award and the date on which such Holding Period(s) will ordinarily expire;
   7. whether the Award is a Conditional Award or an Option; and
   8. in the case of an Award that is an Option, whether it is a Nil Cost Option or a Nominal Value Option.

Grant mechanics and Award Confirmations

3.3 Awards shall be granted by a resolution of the Committee and, as soon as reasonably practicable after the passing of such resolution, the Company shall procure that each Participant is provided with a certificate or other confirmation which shall be in such form (including electronic) as the Committee may from time to time determine, specifying (inter alia) the following:

3.3.1 the Date of Grant of the Award and its Normal Vesting Date;

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1. the number of Shares comprised in the Award and their aggregate Market Value as at the Date of Grant;
2. whether the Award is a Performance Award or a Retention Award;
3. (in the case of a Performance Award) the terms of the applicable Performance Condition and the Performance Period;
4. whether the Award is a Conditional Award or an Option;
5. in the case of an Award that is an Option, whether it is a Nil Cost Option or a Nominal Value Option; and
6. details of the Holding Period(s) (if any) applicable to the Award.

Personal nature of Awards

1. Subject to the rights of a deceased Participant's legal personal representative(s) to receive any Shares or exercise an Option following the Vesting of an Award free from any restrictions, an Award shall be personal to the Participant to whom it is granted and shall not be transferable, assignable, charged, pledged or otherwise encumbered and any purported transfer, assignation, charge, disposal or dealing with the rights and/or interests of the Participant under the Plan shall render the Award void.
   Other restrictions applicable to Awards
2. The Committee may determine that any Award shall be granted subject to such additional and/or modified terms and conditions relating to its grant, Vesting, exercise and/or Release as may be necessary to comply with or take account of any securities, exchange control or tax laws, regulations or changes in legislation or practice of any territory which may have application to the relevant Eligible Employee, Participant or Group Company.
3. In exercising its discretion under Rule 3.5, the Committee may:
4. 1. require a Participant to make such declarations or take such other action (if any) as may be required for the purpose of any securities, tax or other laws of any territory which may be applicable to him at the Date of Grant or on Vesting, exercise and/or Release; and
   2. adopt any supplemental rules or procedures governing the grant, Vesting, exercise and/or Release of the Awards as may be required for the purpose of any securities, tax or other laws of any territory which may be applicable to an Eligible Employee or Participant including (without prejudice to the generality of the foregoing) taking such steps as may be necessary so as to ensure that any withholding tax or social security or similar payments required to be paid or administered by the Company, any other Group Company or the Trustee (as the case may be) in connection with such Awards is paid or administered in accordance with the applicable laws or rules.

4. Conditions attaching to Awards

Employment and performance conditions

1. Each and every Award shall be made on terms that, save as provided in Rule 13, the Vesting of Shares comprised in the Award is dependent upon the relevant Participant being a director or employee of a Group Company until the Vesting Date.
2. In addition, each and every Performance Award shall be made on terms that, save as provided in Rule 15, the Vesting of Shares comprised in the Performance Award is dependent upon the satisfaction of a Performance Condition over the duration of the Performance Period.

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1. Any Performance Condition to which a Performance Award is subject and the determination of the start and end of the applicable Performance Period shall relate to the performance of the Group, the Company or any other member of the Group or the relevant Participant (as the case may be) judged according to such criteria as the Committee shall specify on the Date of Grant.
2. If in relation to a Performance Award there occurs any event or events which causes the Committee to consider that:
3. 1. an amended Performance Condition would be a fairer measure of the performance of the Group, the Company, any other Group Company or the relevant Participant (as the case may be); or
   2. an amended Performance Condition would provide a more effective incentive to the relevant Participant,

the Committee may amend the Performance Condition in such manner as it in its absolute discretion determines PROVIDED THAT the amended Performance Condition, in the opinion of the Committee, is neither materially easier nor more difficult to achieve than the original Performance Condition as envisaged by the Committee at the Date of Grant of the relevant Performance Award. Any such amendment shall be binding on the relevant Participant. The Committee shall within 30 days of amending the Performance Condition give the Participant details of the amended Performance Condition.

Holding Periods

4.5 The Committee may decide on or before the grant of an Award that, save where otherwise provided in these Rules:

1. it will be subject to a single Holding Period following its Vesting; or
2. different parts of such Award will be subject to different (or no) Holding Periods.

Where an Award is granted on terms that separate parts thereof will be subject to different Holding Periods, any references in these Rules to an Award being subject a Holding Period will, where the context so requires, be construed as being a reference to the part of that Award to which such Holding Period relates.

4.6 Unless it has previously been disapplied in accordance with any other provision of these Rules, a Holding Period applicable to an Award will commence on the Vesting Date of that Award and expire on the earliest of:

1. the date specified by the Committee on or before the Date of Grant of the Award in question;
2. the date on which a Rule 15 Event occurs;
3. such date as may specified by the Committee in accordance with Rule 14.1.2; and
4. where, following the Vesting Date of the Award, the Committee determines in its sole discretion that exceptional circumstances have arisen in relation to the Participant in question, such other date as the Committee may at that time specify.

5. Dividend Equivalent

5.1 On or prior to the Date of Grant of an Award, the Committee may determine that the relevant Participant (or his nominee) shall, on the Release of any Shares pursuant to that Award, be entitled to cash and/or additional Shares (as determined by the Committee) equal in value to the dividends that would have been paid on the Released Shares in relation to dividend record dates occurring during the period commencing on the Date of Grant and ending on the Vesting Date (or, where that Award (or the applicable part thereof) is subject to a Holding