IG : 2023 Global Share Purchase Plan

Rules of the IG Group Holdings Plc 2023 Global Share Purchase

Plan

Adopted by the board of directors on [●]

Approved by shareholders on [●]

Expiry date [●]

Table of Contents
1.	Definitions and Interpretation	2
2.	Invitation to acquire Investment Shares	4
3.	Applications to acquire Investment Shares	5
4.	Maximum Investment Share Participation	6
5.	Acquisition of Investment Shares	6
6.	Holding of Investment Shares	7
7.	Stopping and Varying Contributions	8
8.	Grant of Matching Share Awards	8
9.	Restrictions on Transfer and Bankruptcy	9
10.	Lapse of Matching Share Award	9
11.	Dividend Equivalents	9
12.	Plan Limits	9
13.	Vesting and Settlement	10
14.	Relevant Liabilities and Regulatory Issues	11
15.	Cash Equivalent	12
16.	Cessation of Employment	12
17.	Corporate events	13
18.	Adjustments	15
19.	Amendments	16
20.	Legal Entitlement	17
21.	General	17

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1. Definitions and Interpretation

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

"Award" means Investment Shares acquired by a Participant and the related Matching Share Award;

"Board" means, subject to rule 17.7, the board of the Company or any committee or person duly authorised by the board, or any duly appointed successor body;

"Company" means IG Group Holdings Plc registered in England and Wales under number 04677092;

"Contribution" means the amount, in Pound Stirling, that a Participant elects to use to purchase Shares pursuant to rules 3 or 4, and "Contribute" and "Contributing" will be construed accordingly;

"Contribution Period" means a period of 12 months over which Participants will Contribute towards purchasing Investment Shares (or such other period as determined by the Board);

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

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

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

"Eligible Employee" means an employee (including an executive director) of the Company or any of its Subsidiaries;

"Enrolment Period" means the period within which an Eligible Employee may apply to participate in the acquisition of Investment Shares in respect of one or more Contribution Periods;

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

"Grant Date" means the date on which a Matching Share Award is granted by reference to the date on which the Participant acquired the Investment Shares to which the Matching Share Award relates, unless the Board determines otherwise;

"Grant Period" means the period of 42 days beginning on:

1. the day on which the Plan is approved by shareholders in general meeting;
2. the first Dealing Day after the day on which the Company makes an announcement of its results for any period; or

1. any day on which the Board resolves that exceptional circumstances exist which justify the grant of Matching Share Awards,
   unless the Company is restricted from granting Matching Share Awards during the periods specified above as a result of any Dealing Restrictions, in which case the relevant Grant Period will be 42 days beginning on the day after such Dealing Restrictions are lifted;

"Group Member" means the Company, any Subsidiary of the Company, any company that is (within the meaning given by 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 and "Group" will be construed accordingly;

"Holding Period" means a period of two years (or such other period as the Board may determine), beginning on the Purchase Date;

"Internal Reorganisation" means where immediately after a change of Control of the Company, all or substantially all of the 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;

"Investment Shares" means Shares acquired on behalf of a Participant in accordance with rule 3;

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

"Local Currency Equivalent" means an amount in the currency relevant to the country where an Eligible Employee and/or Participant is employed, converted from UK Pounds Sterling on the basis of an exchange rate determined by the Board;

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

"Matching Share Award" means a conditional right to acquire Shares under the Plan, at no cost, by reference to the acquisition and holding of Investment Shares;

"Maximum Contribution" means the Local Currency Equivalent of £300 per month or any other amount determined by the Board from time to time, save that the Maximum Contribution in relation to any Eligible Employee and/or Participant shall not, unless the Board determines otherwise, exceed the Local Currency Equivalent of £3,600 per annum;

"Minimum Contribution" means the Local Currency Equivalent of £10 per month or any other amount determined by the Board from time to time;

"Normal Vesting Date" means the date on which a Matching Share Award will normally Vest;

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"Participant" means any person who has applied to acquire Investment Shares and who holds a Matching Share Award, or following their death, their personal representatives;

"Plan" means the IG Group Holdings Plc 2023 Global Share Purchase Plan as amended from time to time;

"Purchase Date" means the date on which a Participant's Contributions are applied towards the acquisition of Investment Shares;

"Relevant Liability" means any tax, social security contributions, levy, charge or other payroll deductions required by law arising out of or in connection with the acquisition of Investment Shares or Matching Share Awards for which the Participant is liable (or which may be recovered from the Participant) and for which any Group Member or former Group Member is obliged to pay or account to any relevant authority, or any reasonable estimate thereof;

"Share" means an ordinary share in the Company;

"Subsidiary" has the meaning given by section 1159 of the Companies Act 2006;

"Vest" means the point at which the Participant becomes entitled to receive the Shares comprised in a Matching Share Award and "Vested ", "Vesting" and "Unvested" will be construed accordingly;

"Vesting Date" means the date on which a Matching Share Award will normally Vest; and

"Vesting Period" means the period commencing on the Grant Date and ending on the second anniversary of the Grant Date (or such other date as the Board may determine on or before the Grant Date).

1. References in the Plan to:
2. 1. any statutory provisions or to regulations are to those provisions or regulations as amended or re-enacted from time to time;
   2. the singular includes the plural and vice versa; and
   3. the masculine includes the feminine and vice versa.
3. Headings do not form part of the Plan.

2. Invitation to acquire Investment Shares

1. Subject to rule 2.2, the Board may at any time invite Eligible Employees to enter into an agreement to acquire Investment Shares in respect of one or more Contribution Periods subject to the rules of the Plan and any additional terms the Board may determine.
2. The issue of invitations will be subject to obtaining any approval required by the FCA (or other relevant authority), any Dealing Restrictions and any other laws or regulations (whether in the UK or overseas).

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