IG : Long Term Incentive Plan 2023

IG Group Holdings PLC

IG GROUP LONG TERM INCENTIVE PLAN 2023

Adopted by the Board of the Company on [●]2023

Approved by the shareholders of the Company on [●]2023

	Table of Contents
1.	DEFINITIONS AND INTERPRETATION	1
2.	ELIGIBILITY	4
3.	GRANT OF AWARDS	4
4.	LIMITS	6
5.	VESTING OF AWARDS	8
6.	CONSEQUENCES OF VESTING	10
7.	EXERCISE OF OPTIONS	11
8.	CASH ALTERNATIVE	12
9.	LAPSE OF AWARDS	13
10.	LEAVERS	14
11.	TAKEOVERS AND OTHER CORPORATE EVENTS	17
12.	MALUS AND CLAWBACK	19
13.	ADJUSTMENT OF AWARDS	22
14.	ALTERATIONS	23
15.	MISCELLANEOUS	24
Schedule 1	27
Schedule 2	28

1. DEFINITIONS AND INTERPRETATION

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

"Award" means an Option or a Conditional Award;

"Board" means the board of directors of the Company or a duly authorised committee of the Board, a duly authorised person or any successor body;

"Committee" means the remuneration committee of the Board or, on and after the occurrence of a corporate event described in Rule 11 (Takeovers and other corporate events), the remuneration committee of the Board as constituted immediately before such event occurs;

"Company" means IG Group Holdings PLC (registered in England and Wales with registered number 04677092);

"Conditional Award" means a conditional right to acquire Shares granted under the Plan and subject to the Rules;

"Control" means control within the meaning of 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;

"Dividend Equivalent" means a benefit calculated by reference to dividends paid on Shares as described in Rule 6.3;

"Early Vesting Date" means either:

1. the later of
2. 1. the date of cessation of employment or office of a Participant in the circumstances referred to in Rules 10.1 and 10.3 (Good leavers); and
   2. early determination of any Performance Condition relating to such cessation; or
3. the date of notification referred to in Rule 11.1 (General offers), the date of the relevant event in Rule 11.2 (Schemes of arrangement and winding up) or the date of Vesting referred to in Rule 11.3 (Demergers and similar events);

"Exercise Period" means the period referred to in Rule 6.1 during which an Option may be exercised;

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

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

"Group Member" means:

1

1. a Participating Company or a body corporate which is the Company's holding company (within the meaning of section 1159 of the Companies Act 2006) or a Subsidiary of the Company's holding company;
2. a body corporate which is a subsidiary undertaking (within the meaning of section 1162 of that Act) of a body corporate within paragraph (a) above and has been designated by the Committee for this purpose; and
3. any other body corporate in relation to which a body corporate within paragraph (a) or
   (b) above is able (whether directly or indirectly) to exercise 20% or more of its equity voting rights and has been designated by the Committee for this purpose;

"IFD Material Risk Taker" means an employee whom the Company has identified as a material risk taker pursuant to the Investment Firms Directive ((EU) 2019/2034);

"IFPR Material Risk Taker" means an employee whom the Company has identified as a material risk taker pursuant to SYSC 19G.5 of the MIFIDPRU Remuneration Code;

"ITEPA" means the Income Tax (Earnings and Pensions) Act 2003;

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

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

"MAR" means the EU Market Abuse Regulation 596/2014 and any associated EU Regulation to the extent each is incorporated into the 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;

"Normal Vesting Date" means the date on which an Award Vests under Rule 5.1 (Timing of Vesting: Normal Vesting Date);

"Option" means a conditional right to acquire Shares, subject to the Plan Rules, which is designated as an option by the Committee under Rule 3.2 (Type of Award);

"Option Price" means the nominal amount, if any, payable on the exercise of an Option;

"Participant" means a person who holds an Award or following their death, their personal representatives;

"Participating Company" means the Company or any Subsidiary of the Company;

"Performance Condition" means one or more conditions, measures or targets (whether on an individual basis or otherwise) imposed on an Award and specified by the Committee under Rule 3.1 (Terms of grant), that relate/s to performance;

"Plan" means the IG Group Long Term Incentive Plan 2023 as amended from time to time;

"Policy" means the Company's directors' remuneration policy that has most recently been approved by the Company's shareholders;

2

"Recovery Period" means, subject to Rule 12.5, the period from the Grant Date to the fifth anniversary of an Award's Grant Date, or such other period determined by the Committee on or before the Grant Date;

"Recruitment Award" means an Award granted in connection with the recruitment of an individual or such other Award granted in exceptional circumstances as the Board may determine;

"Retention Period" means a period starting on the Vesting date of an Award during which the Participant shall be required to hold the Shares issued or transferred to the Participant following Vesting (other than any Shares required to be sold to pay any Tax Liability arising on Vesting) and which period shall be (unless the Committee determines otherwise):

1. in relation to an Award granted to an executive director, such period which when combined with the Vesting Period of an Award totals five years;
2. in relation to an Award held by a Participant who is an IFPR Material Risk Taker, six months; and
3. in relation to an Award held by a Participant who is an IFD Material Risk Taker (not subject to the proportionality principle pursuant to paragraph 4, Article 32 of the Investment Firms Directive ((EU) 2019/2034)), one year,

(or such other period as the Committee may determine or which is required by regulation);

"Rule" means a rule of the Plan;

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

"Shareholding Requirement" means any requirement, guideline or policy determined by the Board from time to time pursuant to which a person must hold Shares either during their office or employment with a Group Member or following their ceasing to hold office or employment with a Group Member;

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

"Tax Liability" means any amount of tax or social security contributions, levy, charge or other payroll deductions required by law arising out of or in connection with an Award for which a Participant would or may be liable and for which any Group Member or former Group Member would or may be obliged to (or would or may suffer a disadvantage if it were not to) pay or account to any relevant authority, or any reasonable estimate thereof;

"Vest" means:

1. in relation to an Option, it becoming exercisable; and
2. in relation to a Conditional Award, a Participant becoming entitled to have Shares transferred to them (or their nominee) subject to the Rules

and "Vesting" shall be construed accordingly;

3