Reach : Long Term Incentive Plan Rules

REACH PLC
	LONG TERM INCENTIVE PLAN

Adopted by the Board of the Company on 6 May 2021

Approved by shareholders of the Company on 6 May 2021

Amended by the Remuneration Committee on 12 October 2023

Amended by resolution of the shareholders on [2 May 2024]

The Plan is a discretionary benefit offered by Reach plc ("Company") for the benefit of its employees. Its main purpose is to increase the interest of the employees in the Company's long term business goals and performance through share ownership. The Plan is an incentive for the employees' future performance and commitment to the goals of the Company.

Shares purchased or received under the Plan, any cash received under the Plan and any gains obtained under the Plan are not part of salary for any purpose (except to any extent required by statute).

The Plan is being offered for the first time in 2021 and the remuneration committee of the Board of the Company shall have the right to decide, in its sole discretion, whether or not further awards will be granted in the future and to which employees those awards will be granted.

The detailed rules of the Plan are set out overleaf.

Display Copy

CONTENTS

Rule Page

1. DEFINITIONS AND INTERPRETATION 3

2. ELIGIBILITY 6

3. GRANT OF AWARDS 6

4. LIMITS 8

5. VESTING OF AWARDS 10

6. CONSEQUENCES OF VESTING FOR CONDITIONAL AWARDS 12

7. EXERCISE OF OPTIONS 12

8. HOLDING PERIOD 14

9. CASH ALTERNATIVE 15

10. LAPSE OF AWARDS 16

11. LEAVERS 16

12. CORPORATE EVENTS 19

13. MALUS AND CLAWBACK 21

14. ADJUSTMENT OF AWARDS 24

15. ALTERATIONS 25

16. MISCELLANEOUS 26

SCHEDULE 1: US SCHEDULE 29

26

1. DEFINITIONS AND INTERPRETATION In the Plan, unless the context otherwise requires:

"Award" means a Conditional Award or an Option;

"Board" means the board of directors of the Company or a duly authorised committee of the Board or a duly authorised person;

"Clawback" means the reduction of elements of an individual's compensation and/or the obligation to repay amounts to a Group Member by an individual in accordance with Rule 13 (Malus and Clawback) in such manner and for such amounts as the Committee determines to be appropriate;

"Committee" means the remuneration committee of the Board or, on and after the occurrence of a corporate event described in Rule 12 (Corporate events) or liquidation or the entering into of administration or similar protection from creditors, the remuneration committee of the Board as constituted immediately before such event occurs;

"Company" means Reach plc (registered in England and Wales with company number 00082548);

"Conditional Award" means a conditional right to acquire Shares granted under the Plan which is designated as a conditional award by the Committee under Rule 3.2 (Type of Award);

"Control" means control within the meaning of section 719 of ITEPA;

"Dealing Restriction" means any restriction on dealing in securities imposed by regulation, statute, order, directive or any code adopted by the Company as varied from time to time;

"Early Vesting Date" means the date of an event following which an Award may Vest (and in the case of an Option, be exercised) before the Normal Vesting Date, being either:

the date of cessation of employment of a Participant in the circumstances referred to in Rule 11.1 (Good leavers - before Normal Vesting Date) and where the Committee determines that the date of cessation (or such later date as determined by the Committee in its absolute discretion) will be an early vesting date; or a date specified in the notification referred to in Rule 12.1 (General offers) or Rule 12.2 (Scheme of arrangement and winding up) or the date of Vesting referred to in Rule 12.3 (Demerger and similar events);

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

"Group Member" means:

0. 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; (a) a body corporate which is a subsidiary undertaking (within the meaning of section 1162 of the Companies Act 2006) of a body corporate within paragraph (a) above and has been designated by the Board for this purpose; and (b) 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 Board for this purpose;

"Holding Period" if applicable, means such period or periods as the Committee may specify under Rule 3.1 (Terms of grant) during which a Participant agrees not to sell, transfer, assign or dispose of their Net Vested Shares on terms agreed with the Committee in accordance with Rule 8 (Holding Period), and which, unless the Committee specifies otherwise, will commence on the Normal Vesting Date and end on the fifth anniversary of the Grant Date;

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

"Listing Rules" means the Listing Rules published by the United Kingdom Listing Authority, as amended from time to time;

"London Stock Exchange" means London Stock Exchange plc or any successor body thereto;

"Malus" means the reduction or forfeiture of an Award prior to its Vesting in accordance with Rule 13 (Malus and Clawback) in such manner and for such amounts as the Committee determines to be appropriate;

"Net Vested Shares" means the Vested Shares acquired or received by a Participant on or following the Vesting of a Conditional Award or on the exercise of an Option, in each case during the Holding Period, less:

0. if the Participant's Tax Liability is satisfied other than by way of sale of Vested Shares, a number of Shares that have an aggregate market value on the date of Vesting (in the case of a Conditional Award) or exercise (in the case of an Option) equal to the Participant's Tax Liability due and arising on the Vesting or exercise of the Award (as relevant); or (d) if Vested Shares are sold to satisfy the Participant's Tax Liability due on the Vesting or exercise of an Award (as relevant), such number of Vested Shares so sold;

"Normal Vesting Date" means the third anniversary of the Grant Date, or such later date specified by the Committee at the Grant Date as the normal vesting date except in the case of a Recruitment Award where the Committee may specify a date earlier than the third anniversary of the Grant Date;

"Option" means a conditional right to acquire Shares granted under the Plan 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 in order to exercise an Option, subject to adjustment under Rule 14 (Adjustment of Awards), provided that the Committee may reduce or waive this Option Price on or prior to the exercise of the Option;

"Participant" means a person who holds, or has held, an Award including his personal representatives;

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

"Performance Condition" means a condition related to performance which is specified by the Committee under Rule 3.1 (Terms of grant);

"Plan" means the Reach Long Term Incentive Plan as amended from time to time;

"Pre-Clawback Vesting Amount" means the sum arrived at by:

0. taking the lower of the value of the Vested Shares subject to an Award on: Vesting in the case of a Conditional Award and exercise in the case of an Option; or the sale of such Shares (if any) with Shares allocated on a "first in first out" basis; or if the Shares resulting from the Vesting of the Award are still held, the date of operation of Clawback; and

(b) deducting any tax or social security contributions actually incurred on such Vesting, exercise and/or sale except to the extent that the Committee may require an individual to take reasonable steps to recover such tax and/or social security contributions in which case the amount reasonably expected to be recovered will be added back;

"Recruitment Award" means an Award related to the recruitment of an employee and specified as a recruitment award at the Grant Date;

"Retirement" means retirement as determined by the Participant's employer (and in the case of executive directors of the Company, the Committee) provided that in the case of a former employee of a Group Member, his Award will only Vest if he confirms (in such form as prescribed by the Company) prior to Vesting that he:

0. remains so retired; or 0. is not working for a direct competitor of the Group,

and if the former employee fails to provide such confirmation, the Committee may determine that his Award will lapse immediately;

"Rule" means a rule of the Plan;

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

"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 for which a Participant would or may be liable and for which any Group Member (including any former Group Member) would or may be obliged to (or would or may suffer a disadvantage if it were not to) account to any relevant authority;

"Vest" means:

0. in relation to an Option, it becoming exercisable; 0. in relation to a Conditional Award, a Participant becoming entitled to have Shares transferred to him (or his nominee) subject to the Rules;

and "Vesting" and "Vested" shall be construed accordingly; and

"Vested Shares" means those Shares in respect of which an Award Vests.

Any reference in the Plan to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted. The singular includes references to the plural and vice versa. Words denoting the masculine gender shall include the feminine. Expressions in italics and headings are for guidance only and do not form part of the Plan. Where any Award has been granted such that parts of the Award are subject to different Performance Conditions, Normal Vesting Dates and/or Holding Periods (or are otherwise subject to different provisions as to Vesting), references in these Rules to the Award shall, where the context so requires, be a reference to a relevant part of the Award. ELIGIBILITY An individual is eligible to be granted an Award only if he is an employee (including an executive director) of a Participating Company. GRANT OF AWARDS Terms of grant

Subject to Rule 3.6 (Timing of grant), Rule 3.7 (Approvals and consents) and Rule 4 (Limits), the Committee may resolve to grant an Award:

on the terms set out in the Plan; and subject to such additional terms (whether a Performance Condition and/ or a Holding Period and/or any other terms) as the Committee may specify

to any person who is eligible to be granted an Award under Rule 2 (Eligibility), provided that Awards granted to an executive director of the Company shall be subject to:

a Performance Condition; a Normal Vesting Date falling on the third anniversary of the Grant Date, or such later date specified by the Committee; and a Holding Period commencing on the Normal Vesting Date and end not earlier than the fifth anniversary of the Grant Date. Type of Award On or before the Grant Date, the Committee shall determine whether an Award will be a Conditional Award or an Option. If the Committee does not specify the type of an Award on or before the Grant Date then an Award will be an Option with a nil Option Price. Method of grant

An Award shall be granted by deed executed by the Company and no amount shall be paid by an individual for the grant of an Award.

Dividend equivalent

(a) The Committee may determine on or before the Grant Date that, subject to Rules 3.4(b) and 3.4(c), the number of Shares comprised in an Award shall increase by such number of additional Shares as could have been acquired at the closing mid-market price on each relevant ex-dividend date with the dividends which would have been paid on the Shares comprised in that Award which become Vested Shares (and as increased with assumed re-investment of amounts pursuant to this Rule 3.4) in respect of any ex-dividend dates falling within the period from the Grant Date to the Normal Vesting Date (or, where an Award is structured as an Option and the Committee determines the Shares under that Option shall be subject to a Holding Period, the date of expiry of the Holding Period or if earlier the date of exercise of the Option). Where an Award vests at an Early Vesting Date, no further accrual of dividend equivalents under this Rule 3.4 will occur after such Early Vesting Date.

(b) The Committee may exclude from the calculation set out in this Rule 3.4 any special dividend in respect of which an Award Vests in accordance with Rule 12.3 (Demerger and similar events) or for which an adjustment is made under Rule 14 (Adjustment of Awards).

(c) In exceptional circumstances, the Committee may decide at any time that in lieu of the number of additional Shares calculated under Rule 3.4(a), when a Participant acquires Vested Shares pursuant to the Plan the Participant will instead be paid the cash value of the number of additional Shares calculated pursuant to Rule 3.4(a) with such cash value calculated on such reasonable basis as the Committee determines and paid subject to any withholding for any Tax Liability.

Method of satisfying Awards

Unless specified to the contrary by the Committee on the Grant Date, an Award may be satisfied:

(a) by the issue of new Shares; and/or

(b) by the transfer of treasury Shares; and/or

(c) by the transfer of Shares (other than the transfer of treasury Shares).

The Committee may decide to change the way in which it is intended that an Award may be satisfied after it has been granted, having regard to the provisions of Rule 4 (Limits).

Timing of grant

Subject to Rule 3.7 (Approvals and consents), an Award may only be granted

0. in the 6 week period beginning with: (i) the date on which the Plan is approved by the shareholders of the Company; or (ii) the dealing day immediately following the date on which the Company announces its results for any period; or (iii) the dealing day immediately following the lifting of any Dealing Restrictions that prevented the grant of Awards pursuant to Rules 3.6(a)(i) and/or 3.6(a)(ii); (k) at any other time when the Committee considers that circumstances are sufficiently exceptional to justify its grant but an Award may not be granted after the expiry of the period of 10 years beginning with the date of the adoption of the Plan. 0.1 Approvals and consents

The grant of any Award shall be subject to obtaining any approval or consent required under the Listing Rules, any relevant share dealing code of the Company, the City Code on Takeovers and Mergers, or any other UK or overseas regulation or enactment.

Non-transferability and bankruptcy

An Award granted to any person:

(a) shall not be transferred, assigned, charged or otherwise disposed of by him (except on his death to his personal representatives) and any attempt to do so shall result in its lapse; and

(b) shall lapse immediately if he is declared bankrupt.

LIMITS 5 per cent. in 10 years limit

An Award shall not be granted if, at the time of its proposed Grant Date, it would cause the number of Shares allocated (as defined in Rule 4.3) in the immediately preceding 10-year period under the Plan and under any other discretionary executive share plan adopted by the Company to exceed such number as represents 5 per cent. of the ordinary share capital of the Company in issue at that time.

[Rule 4.1 deleted] 10 per cent. in 10 years limit

An Award shall not be granted if, at the time of its proposed Grant Date, it would cause the number of Shares allocated (as defined in Rule 4.3) in the immediately preceding 10-year period under the Plan and under any other employees' share scheme adopted by the Company to exceed such number as represents 10 per cent. of the ordinary share capital of the Company in issue at that time.

Meaning of "allocated"

For the purposes of Rules 4.1 and 4.2:

(a) Shares are allocated:

when an option, award or other contractual right to acquire unissued Shares or treasury Shares is granted; where Shares are issued or treasury Shares are transferred otherwise than pursuant to an option, award or other contractual right to acquire Shares, when those Shares are issued or treasury Shares transferred;

(b) any Shares which have been issued or which may be issued (or any Shares transferred out of treasury or which may be transferred out of treasury) to any trustees to satisfy the exercise of any option, award or other contractual right granted under any employees' share scheme shall count as allocated unless they are already treated as allocated under this Rule; and

(c) for the avoidance of doubt, existing Shares other than treasury Shares that are transferred or over which options, awards or other contractual rights are granted shall not count as allocated.

Post-grant events affecting numbers of "allocated" Shares

For the purposes of Rule 4.3:

(a) where:

any option, award or other contractual right to acquire unissued Shares or treasury Shares is released or lapses (whether in whole or in part); or after the grant of an option, award or other contractual right the Committee determines that: where an amount is normally payable on its exercise it shall be satisfied without such payment but instead by the issue of Shares and/or the transfer of treasury Shares and/or the payment of cash equal to the gain made on its exercise; or it shall be satisfied by the transfer of existing Shares (other than Shares transferred out of treasury) and/ or by settlement in cash the unissued Shares or treasury Shares which consequently cease to be subject to the option, award or other contractual right from time to time or absolutely (as appropriate) shall not count as allocated; and

(b) the number of Shares allocated in respect of an option, award or other contractual right shall be such number as the Board shall reasonably determine from time to time.

Restriction on use of unissued Shares and treasury Shares

No Shares may be issued or treasury Shares transferred to satisfy the Vesting or exercise of any Award to the extent that such issue or transfer would cause the number of Shares allocated (as defined in Rule 4.3 and adjusted under Rule 4.4) to exceed the limits in Rules 4.1 and 4.2 (5 per cent. and 10 per cent. in 10 years limits).

Changes to investor guidelines

Treasury Shares shall cease to count as allocated Shares for the purposes of Rule 4.3 if institutional investor guidelines cease to require such Shares to be so counted.

Individual limit Subject to Rule 4.8 (Exceptional circumstances), the maximum total market value of Shares (calculated as set out in this Rule) over which Awards may be granted to any employee (including an executive director) during any financial year of the Company is 175% of his salary (as defined in this Rule).

For the purpose of this Rule 4.7:

(a) an employee's "salary" shall be taken to be his base salary (excluding benefits in kind), expressed as an annual rate payable by the Participating Companies to him on the Grant Date (or such earlier date as the Committee shall determine). Where a payment of salary is made in a currency other than sterling, the payment shall be treated as equal to the equivalent amount of sterling determined by using any rate of exchange which the Committee may reasonably select; and

(b)the "market value" of the Shares over which an Award is to be granted shall be taken to be an amount equal to the closing middle-market quotation of such Shares (as derived from the London Stock Exchange Daily Official List) on the dealing day before the Grant Date or, if the Committee so determines, the average of the closing middle-market quotations during a period determined by the Committee not exceeding the 5 dealing days ending with the dealing day before the Grant Date provided such dealing day(s) do not fall within any period when dealings in Shares are prohibited under the Company's share dealing code.

Where the Committee cannot grant or considers it inappropriate to grant an Award to a particular employee during any financial year of the Company as a result of any Dealing Restrictions, the market value of Shares (calculated as set out in this Rule 4.7) over which Awards would otherwise have been granted to that employee may be available as additional capacity to make awards in a subsequent financial year when the grant of awards is permitted (in addition to the normal individual limit under this Rule 4.7 for such employee in the subsequent financial year). Exceptional limit

Where the Committee determines, in its absolute discretion, that there are sufficiently exceptional circumstances (including a Recruitment Award or where otherwise considered commercially appropriate) the limit stated at Rule 4.7 shall be 200% of an employee's salary.

Effect of limits

Any Award shall be limited and take effect so that each of the limits in this Rule 4 are complied with.

VESTING OF AWARDS Timing of Vesting

Subject to Rule 5.2 (Extent of Vesting), Rule 5.3 (Restrictions on Vesting), Rule 5.6 (Suspension or investigation for a disciplinary matter) and Rule 13 (Malus and Clawback)an Award will become Vested on the later of:

(a) if any Performance Condition and/or any other condition has been imposed on the Vesting of the Award, the date on which the Committee determines whether or not such Performance Condition or other condition has been satisfied (in whole or part); and

(b) the Normal Vesting Date;

except where earlier Vesting occurs on an Early Vesting Date under Rule 11 (Leavers)or Rule 12 (Corporate events).

Extent of Vesting

The Shares subject to an Award will only become Vested Shares to the extent:

(a) subject to paragraph (b) below, that any applicable Performance Condition is confirmed by the Committee as having been satisfied on or before the Normal Vesting Date or, if appropriate, the Early Vesting Date;

(b) that the Committee is satisfied that the level of Vesting indicated by any applicable Performance Condition under paragraph (a) above is appropriate in all the circumstances and the Committee may adjust the level of Vesting (including to zero) as it in its absolute discretion considers to be appropriate having regard to any factors as it considers relevant, including the performance of the Company, any individual or business (and such reduction may impact one or more Participants and not all Participants);

(c) as permitted by any other term imposed on the Vesting of the Award; and

(d) in relation to Vesting at an Early Vesting Date, as permitted by Rules 11.4 or 12.5 (Reduction in number of Vested Shares).

Where, under Rule 11 (Leavers) or Rule 12 (Corporate events), a Performance Condition is to be determined before the end of the full period over which performance would be measured under the Performance Condition then, unless provided to the contrary by the Performance Condition, the extent to which the Performance Condition has been satisfied in such circumstances shall be determined by the Committee on such reasonable basis as it decides.

0. Restrictions on Vesting

An Award shall not Vest unless and until the following conditions are satisfied:

2. the Vesting of the Award, and the issue or transfer of Shares after such Vesting, would be lawful in all relevant jurisdictions and in compliance with any Dealing Restrictions and any other relevant UK or overseas regulation or enactment; 2. if, on the Vesting of the Award, a Tax Liability would arise by virtue of such Vesting then the Participant must have entered into arrangements (including providing any information necessary to implement such arrangements) acceptable to the Company that the relevant Group Member will receive the amount of such Tax Liability (whether pursuant to Rule 5.5 (Payment of Tax Liability) or otherwise); 2. the Participant has entered into such arrangements as the Committee requires (and where permitted in the relevant jurisdiction) to satisfy a Group Member's liability to social security contributions in respect of the Vesting of the Award; 2. where the Committee requires, the Participant has entered into, or agreed to enter into, a valid election under Part 7 of ITEPA (Employment income: elections to disapply tax charge on restricted securities) or any similar arrangement in any overseas jurisdiction; and 2. where the Committee requires, the Participant confirms before the Vesting of the Award that he remains bound by the provisions of Rule 13 (Malus andClawback). 0. Tax Liability before Vesting

If a Participant will, or is likely to, incur any Tax Liability before the Vesting of an Award then that Participant must enter into arrangements acceptable to any relevant Group Member to ensure that it receives the amount of such Tax Liability. If no such arrangement is made then the Participant will be deemed to have authorised the Company to sell or procure the sale of sufficient of the Shares subject to his Award on his behalf to ensure that the relevant Group Member receives the amount required to discharge the Tax Liability and the number of Shares subject to his Award shall be reduced accordingly.

0. Payment of Tax Liability

The Participant authorises the Company to sell or procure the sale of sufficient Vested Shares on or following the Vesting of his Award on his behalf to ensure that any relevant Group Member receives the amount required to discharge the Tax Liability which arises on Vesting except to the extent that he agrees to fund all or part of the Tax Liability in a different manner.

Suspension or investigation for a disciplinary matter Notwithstanding any other provision of the Plan, if, at any time before an Award Vests, a Participant is suspended for a disciplinary matter or is the subject of an investigation into a disciplinary matter or criminal investigation then the Committee in its absolute discretion, following consultation with the relevant Group Member, may determine that the Vesting of any Award held by such Participant shall be suspended until such time as the Committee lifts such suspension and exercises its discretion to Vest the Award or otherwise reduce the Award (to nil if the Committee considers that to be appropriate). 0.5 Delivery of net number of Shares

The Company may, in lieu of a Participant's right to receive the full number of Shares pursuant to the Vesting of a Conditional Award or exercise of an Option determine to reduce the number of Vested Shares in respect of which that Conditional Award Vests or Option may be exercised by a number of Shares which have a value at least (in its estimation) equal to any Tax Liability of that Participant that would have arisen in connection with the Vesting of the original Conditional Award or the exercise of the original Option, so that the original Conditional Award or Option (as the case may be) becomes an entitlement to receive both the reduced number of Shares (the "Adjusted Award") and a cash amount (the "Cash Amount") equal to the value of the number of Shares by which the Conditional Award or Option is reduced. The Company shall then procure that the relevant Group Member applies such of the Cash Amount as is necessary in making a payment directly to the relevant tax authority to discharge the Tax Liability of such Participant that arises as a result of the Vesting or exercise of the original Award (with any surplus cash being returned to such Participant).

This Rule 5.7 will not apply to Awards made in any jurisdiction where the presence of this Rule would cause:

(a) the grant of the Award to be unlawful or for it to fall outside any applicable securities law exemption; or (b) adverse tax consequences for the relevant Participant and/or any Group Member. CONSEQUENCES OF VESTING FOR CONDITIONAL AWARDS

On or as soon as reasonably practicable after the Vesting of a Conditional Award, the Board shall, subject to Rule 5.5 (Payment of Tax Liability), any arrangement made under Rules 5.3(b) and/or 5.3(c) (Restrictions on Vesting) and Rule 8 (Holding Period), transfer or procure the issue or transfer of the Vested Shares to the Participant (or a nominee for him) or, if appropriate, allot to him (or a nominee for him) the number of Vested Shares.

EXERCISE OF OPTIONS Period of exercise

An Option shall, subject to Rule 5.1 (Timing of Vesting), Rule 7.2 (Restrictions on exercise of an Option) and Rule 8 (Holding Period), be exercisable in respect of Vested Shares during the period commencing on the date on which the Option Vests and ending on the day before the tenth anniversary of the Grant Date or, in the case of a Participant who is resident for tax purposes in the Republic of Ireland on the Grant Date, the day before the seventh anniversary of the Grant Date (or such earlier date as the Committee determines at the Grant Date) subject to it lapsing earlier under Rule 11 (Leavers) or Rules 12 (Corporate events).

Restrictions on exercise of an Option

An Option may not be exercised unless the following conditions are satisfied:

the exercise of the Option and the issue or transfer of Shares after such exercise would be lawful in all relevant jurisdictions and in compliance with any Dealing Restrictions and any other relevant UK or overseas regulation or enactment; if, on the exercise of the Option, a Tax Liability would arise by virtue of such exercise then the Participant must have entered into arrangements (including providing any information necessary to implement such arrangements) acceptable to the Company that the relevant Group Member will receive the amount of such Tax Liability (whether pursuant to Rule 7.5 (Payment of Tax Liability) or otherwise); the Participant has entered into such arrangements as the Committee requires (and where permitted in the relevant jurisdiction) to satisfy a Group Member's liability to social security contributions in respect of the exercise of the Option; where the Committee requires, the Participant has entered into, or agreed to enter into, a valid election under Part 7 of ITEPA (Employment income: elections to disapply tax charge on restricted securities) or any similar arrangement in any overseas jurisdiction; and where the Committee requires, the Participant confirms before the exercise of the Option that he remains bound by the provisions of Rule 13 (Malus and Clawback). Exercise in whole or part

An Option may be exercised in whole or part and in separate tranches unless, to facilitate the easier administration of the Plan, the Committee decides to impose a minimum number of Shares over which an Option may be exercised if it is not being exercised to the maximum extent possible and/or a maximum number of tranches in which it may be exercised.

Method of exercise The exercise of any Option shall be effected in the form and manner prescribed by the Committee. Unless the Company, acting fairly and reasonably determines otherwise, any notice of exercise shall, subject to Rule 7.2 (Restrictions on exercise of an Option), take effect only when the Company receives it, together with payment of any relevant Option Price (or, if the Company so permits, an undertaking to pay that amount). Payment of Tax Liability

The Participant authorises the Company to sell or procure the sale of sufficient Vested Shares on or following the exercise of his Option on his behalf to ensure that any relevant Group Member receives the amount required to discharge the Tax Liability which arises on such exercise except to the extent that he agrees to fund all or part of the Tax Liability in a different manner.

Transfer or allotment timetable

As soon as reasonably practicable after an Option has been exercised, the Company shall, subject to Rule 7.5 (Payment of Tax Liability), any arrangement made under Rules 7.2(b) and/or 7.2(c) (Restrictions on exercise of an Option) and Rule 8 (Holding Period), transfer or procure the transfer to him (or a nominee for him) or, if appropriate, allot to him (or a nominee for him) the number of Shares in respect of which the Option has been exercised.

HOLDING PERIOD Restrictions on the sale, transfer, disposal and assignment of Net Vested Shares

Subject to Rule 8.2 (Permitted transfers during the Holding Period), each Participant to which this Rule 8 applies agrees:

(c) to hold their Net Vested Shares during the Holding Period applying to those Shares in accordance with such terms and conditions that the Committee may impose and determine from time to time, which may include their Net Vested Shares being held by a nominee appointed by the Company, on their behalf;

(d) not to sell, transfer, assign or dispose of any interest in their Net Vested Shares until the expiry of the Holding Period applying to those Shares;

(e) that if they acquire any further Shares by virtue of their holding of Net Vested Shares during the Holding Period, pursuant to a rights issue or similar event, those newly acquired Shares shall also be held subject to the terms of this Rule 8 (Holding Period) as they apply to the original Net Vested Shares until the expiry of the Holding Period unless the Committee, in its discretion, determines otherwise; and

(f) to enter into any other document required by the Committee from time to time to give effect to the restrictions under this Rule 8 (Holding Period).

0.6 Permitted transfers during the Holding Period

The Committee may, in its discretion, allow a Participant to sell, transfer, assign or dispose of some or all of their Net Vested Shares before the end of the Holding Period, subject to:

(a) any additional terms and conditions that the Committee may specify; and

(b) any requirements of an approved remuneration policy that applies to the Company under Chapter 4A of Part 10 of the Companies Act 2006.

0.7 Expiry of the Holding Period

The Holding Period shall expire on the earliest of:

(a) the end of the period specified by the Committee under Rule 3.1 (Terms of grant);

(b) a date of notification referred to in Rule 12.1 (General offers) or the date of the relevant event in Rule 12.2 (Scheme of arrangement and winding up) (excluding an internal reorganisation under Rule 12.4 (Internal reorganisations));

(c) the death of the Participant; or

(d) such other date determined by the Committee, in its discretion.

Net Vested Shares shall cease to be subject to any restrictions under this Rule 8 (Holding Period) once the Holding Period has expired. As soon as reasonably practicable following the expiry of the Holding Period the Board shall transfer or procure the transfer of the legal title for the Net Vested Shares and any documents of title relating to those Net Vested Shares to the Participant or their nominee as relevant.

0.8 Holding Period following cessation of employment

Subject to paragraph (b) below, any Award or Net Vested Shares which are subject to a Holding Period shall remain subject to such Holding Period following the cessation of employment of the Participant in accordance with Rules 11.1 or 11.3, unless the Committee, in its discretion, determines otherwise. Where a Participant ceases to be a director or employee of a Group Member during the Holding Period and the reason for such cessation is the Participant's gross misconduct (as reasonably determined by the Committee), he shall forfeit his Net Vested Shares and the beneficial interest (and, if appropriate, the legal interest) in respect of such Net Vested Shares shall be transferred for no (or nominal) consideration to any person specified by the Committee. CASH ALTERNATIVE Committee determination

Where a Conditional Award Vests or an Option has been exercised to any extent and Vested Shares have not yet been allotted or transferred to the Participant (or his nominee), the Committee may determine that, in substitution for his right to acquire such number of Vested Shares as the Committee may decide that, in substitution for his right to acquire such number of Vested Shares as the Committee may decide (but in full and final satisfaction of his right to acquire those Vested Shares), he shall be paid by way of additional employment income a sum equal to the cash equivalent (as defined in Rule 9.2) of that number of Vested Shares in accordance with the following provisions of this Rule 9.

The Committee may not make any such determination under this Rule 9.1 where the power to do so would result in a Tax Liability for the Participant in relation to the Award at an earlier time than would otherwise be the case (unless the Committee determines when the Award is granted that this restriction shall not apply) nor where such power would cause the grant of the Award to be unlawful in any jurisdiction.

Cash equivalent For the purpose of this Rule 9, the "cash equivalent" of a Share is: 8. in the case of a Conditional Award, the market value of a Share on the day when the Award Vests; 8. in the case of an Option, the market value of a Share on the day when the Option is exercised reduced by the Option Price (if any) in respect of that Share.

The "market value" of a Share on any day shall be determined as follows:

8. if on the date of Vesting or exercise of the Award the price for Shares is quoted in the London Stock Exchange Daily Official List, the closing middle-market quotation of a Share, as derived from that List, on the dealing day before that day; or if the price for Shares is not so quoted, such value of a Share as the Committee reasonably determines. Payment of cash equivalent

Subject to Rule 9.4 (Share alternative), as soon as reasonably practicable after the Committee has determined under Rule 9.1 that a Participant shall be paid a sum in substitution for his right to acquire any number of Vested Shares:

the Company shall pay to him or procure the payment to him of that sum in cash; and if he has already paid the Company for those Vested Shares, the Company shall return to him the amount so paid by him. Share alternative

If the Committee so decides, the whole or any part of the sum payable under Rule 9.3 (Payment of cash equivalent) shall, instead of being paid to the Participant in cash, be applied on his behalf:

in subscribing for Shares at a price equal to the market value by reference to which the cash equivalent is calculated; or in purchasing such Shares; or partly in one way and partly in the other

and the Company shall allot or transfer to him (or his nominee) or procure the transfer to him (or his nominee) of the Shares so subscribed for or purchased.

Deductions

There shall be deducted from any payment under this Rule 9 such amounts (on account of a Tax Liability or similar liabilities) as may be required by law or as the Board may reasonably consider to be necessary or desirable.

LAPSE OF AWARDS

An Award will lapse:

in accordance with the Rules; or to the extent it is no longer capable of Vesting under these Rules. LEAVERS Good leavers - before Normal Vesting Date

If a Participant ceases to be a director or employee of a Group Member before the Normal Vesting Date by reason of:

death; injury, disability or ill-health (in each case evidenced to the satisfaction of the Committee); redundancy (as defined in the Employment Rights Act 1996 or any overseas equivalent) Retirement; his office or employment being with either a company which ceases to be a Group Member or relating to a business or part of a business which is transferred to a person who is not a Group Member; for any other reason, if the Committee so decides

then

(i) subject to Rule 5.3 (Restrictions on Vesting), his Award shall be retained and may Vest on the Normal Vesting Date and the Committee shall apply Rule 11.4 (Leavers: reduction in number of Vested Shares) to determine the number of Vested Shares in respect of which the Award shall Vest; unless (ii) the Committee decides in exceptional circumstances and subject to Rule 5.3 (Restrictions on Vesting), that the date of cessation (or such later date as determined by the Committee in its absolute discretion) will be an Early Vesting Date in which case the Committee shall apply Rule 11.4 (Leavers: reduction in number of Vested Shares) to determine the number of Vested Shares in respect of which the Award shall Vest

and in each case the period for exercise of an Award granted as Option by a Participant will be 12 months from when the Option first Vests in accordance with this Rule 11.1 (subject to earlier lapse under Rule 12 (Corporate events)), and the Option will lapse at the end of that period.

Cessation of employment in other circumstances - before the Normal Vesting Date

If a Participant ceases to be a director or employee of a Group Member before the Normal Vesting Date for any reason other than those specified in Rule 11.1 (Good leavers - before Normal Vesting Date) then any Award held by him shall lapse immediately on such cessation.

If an individual ceases to be a director or employee of a Group Member before the Normal Vesting Date in accordance with this Rule 11.2 but after an event mentioned in Rules 12.1 to 12.3, then (unless the reason for leaving is the individual's gross misconduct) the Award shall not lapse and the provisions of Rule 12 shall take precedence over this Rule 11.2.

Cessation of employment after Normal Vesting Date

Where a Participant ceases to be a director or employee of a Group Member on or after the Normal Vesting Date and he holds either an unvested Award or a Vested but unexercised Option, then subject to Rule 11.3(c) (and to earlier lapse under Rule 7.1 (Period of exercise) or Rule 12 (Corporate events)) either:

the Participant will retain any unvested Award until Vesting and, in the case of an Option, the Participant may exercise that Award within the period of 12 months after the date of Vesting, and thereafter the Option will lapse; or if the Award is a Vested but unexercised Option the Award may be exercised within 12 months of the date of such cessation, and thereafter the Option will lapse to the extent it remains unexercised; or if the reason for such cessation is the Participant's gross misconduct (as reasonably determined by the Committee), his Award shall lapse immediately on such cessation. Leavers: reduction in number of Vested Shares Where an Award is retained by a Participant and subsequently Vests in accordance with Rule 11.1 (Good leavers - before Normal Vesting Date) after his ceasing to be a director or employee of a Group Member, the Committee shall determine the number of Vested Shares of that Award by the following steps: applying any Performance Condition and any other condition imposed on the Vesting of the Award; and applying a pro rata reduction to the number of Vested Shares determined under Rule 11.4(a) based on the period of time after the Grant Date and ending on the date of cessation of employment relative to the period commencing on the Grant Date and ending on the Normal Vesting Date (which for the avoidance of doubt excludes any Holding Period) unless the Committee, acting fairly and reasonably, decides that the reduction in the number of Vested Shares under Rule 11.4(b) is inappropriate in any particular case when it shall increase the number of Vested Shares to such higher number as it decides provided that number does not exceed the number of Shares determined under Rule 11.4(a). If an Award Vests under any of Rules 12.1 to 12.3 when the holder of that Award has ceased to be a director or employee of a Group Member but that individual's Award has been retained in accordance with Rule 11.1, then this Rule 11.4 shall take precedence over Rule 12.5 in applying any pro rata reductions in calculating the number of Vested Shares. If an individual ceases to be a director or employee of a Group Member after an event mentioned in Rules 12.1 to 12.3, then Rule 12.5 shall take precedence over this Rule 11.4 in applying any pro rata reductions in calculating the number of Vested Shares. Holding period following cessation of employment

For the avoidance of doubt, any Award which is subject to a Holding Period in accordance with Rule 8 (Holding Period) shall remain subject to such Holding Period following the cessation of employment of the Participant.

Meaning of ceasing employment Subject to Rules 11.6(b) and 11.6(c), a Participant shall be treated for the purposes of this Rule 11 as ceasing to be a director or employee of a Group Member at such time as he is no longer a director or employee of any Group Member. The Committee may decide that a Participant shall be treated as ceasing to be a director or employee of a Group Member on such earlier date as it shall select being not earlier than the date on which a Participant gives or receives notice of termination of his employment with a Group Member (whether or not such termination is lawful) unless the reason for giving or receiving notice is one listed in Rule 11.1 (Good leavers - before Normal Vesting Date). If any Participant ceases to be a director or employee of a Group Member before the Vesting of his Award in circumstances where he retains a statutory right to return to work then he shall be treated as not having ceased to be such a director or employee until such time (if at all) as he ceases to have such a right to return to work while not acting as an employee or director. Death following cessation of employment

If a Participant dies following cessation of employment in circumstances where his Award did not lapse but it has not Vested by the time of his death, it may Vest on his death to the extent determined at the time of cessation in accordance with Rule 11.1.

Delayed exercise due to Dealing Restrictions

If an unexercised Option which is Vested is not exercised by a Participant during the last 30 days prior to the expiry of the period for exercise referred to in Rules 11.1 or Rule 11.3 as a result of any Dealing Restrictions, the Committee may permit the Option to be retained by the Participant and to be exercised in a period of 30 days commencing on the day when the Committee determines that those Dealing Restrictions cease to apply, but to the extent that the Option is not exercised within that period, that Option shall (regardless of any other provision of the Plan) lapse at the end of that period.

CORPORATE EVENTS General offers

If any person (or group of persons acting in concert):

obtains Control of the Company as a result of making a general offer to acquire Shares; or having obtained Control of the Company makes such an offer and such offer becomes unconditional in all respects

the Board shall within 7 days of becoming aware of that event (or in anticipation of it) notify every Participant of it and, subject to Rule 12.4 (Internal reorganisations), the following provisions shall apply:

(i) subject to Rule 5.3 (Restrictions on Vesting), Awards shall Vest on the date specified in such notification if they have not then Vested and Rule 12.5 (Corporate events: reduction in number of Vested Shares) shall apply; and

(ii) any Option may be exercised in respect of Vested Shares within one month (or such longer period as the Board shall allow) of the date specified in such notification, but to the extent that an Option is not exercised within that period, that Option shall (regardless of any other provision of the Plan, other than earlier lapse under Rule 7.1 (Period of exercise) or Rule 11 (Leavers)) lapse at the end of that period.

Scheme of arrangement and winding up

In the event that:

a compromise or arrangement is sanctioned by the Court under section 899 of the Companies Act 2006 in connection with or for the purposes of a change in Control of the Company; or the Company passes a resolution for a voluntary winding up of the Company

the Board shall, as soon as practicable, notify every Participant of that event (or in anticipation of it) and, subject to Rule 12.4 (Internal reorganisations), the following provisions shall apply:

(i) subject to Rule 5.3 (Restrictions on Vesting), all Awards shall Vest on the date specified in such notification if they have not then Vested and Rule 12.5 (Corporate events: reduction in number of Vested Shares) shall apply; and

(ii) any Option may be exercised in respect of Vested Shares within one month (or such longer period as the Board shall allow) of such date of Vesting, but to the extent that an Option is not exercised within that period, that Option shall (regardless of any other provision of the Plan, other than earlier lapse under Rule 7.1 (Period of exercise) or Rule 11 (Leavers)) lapse at the end of that period.

If the Board considers it appropriate in connection with an event referred to in Rules 12.2(a) or 12.2(b), it may make such arrangements as it considers appropriate for Awards to Vest and for Options to be exercised following sanction or approval of the relevant event but before such event becomes effective.

If a resolution is passed by the Company for the voluntary winding-up of the Company, for the purpose of determining the right of a Participant to participate in any distribution to shareholders (but for no other purpose whatsoever), the Shares to be transferred to a Participant following such Vesting shall be deemed to have been held by the Participant immediately before the passing of the said resolution.

Demerger and similar events

If a demerger, special dividend or other similar event (the "Relevant Event") is proposed which, in the opinion of the Committee, would affect the market price of Shares to a material extent, then the Committee may, at its discretion, decide that the following provisions will apply:

8. the Committee shall, as soon as reasonably practicable after deciding to apply these provisions, notify a Participant that, subject to earlier lapse under Rule 11 (Leavers), his Award Vests and, if relevant, his Option may be exercised in relation to Vested Shares on such terms as the Committee may determine and during such period preceding the Relevant Event or conditional on the Relevant Event as the Committee may determine but to the extent that an Option is not exercised it shall (regardless of any other provision of the Plan, other than earlier lapse under Rule 7.1 (Period of exercise) or Rule 11 (Leavers)) lapse at the end of that period; if an Award Vests, or an Option is exercised, conditional upon the Relevant Event and such event does not occur then the conditional Vesting or exercise shall not be effective and the Award shall continue to subsist in accordance with these Rules; and if the Committee decides that an Award Vests under this Rule 12.3 then the date of that Vesting shall be an Early Vesting Date and the provisions of Rule 12.5 (Corporate events: reduction in number of Vested Shares) shall apply. 0. Internal reorganisations

In the event that:

a company (the "Acquiring Company") is expected to obtain Control of the Company as a result of an offer referred to in Rule 12.1 (General offers) or a compromise or arrangement referred to in Rule 12.2(a) (Scheme of arrangement and winding up); and at least 75% of the shares in the Acquiring Company are expected to be held by substantially the same persons who immediately before the obtaining of Control of the Company were shareholders in the Company

then the Committee, with the consent of the Acquiring Company, may decide before the obtaining of such Control that an Award shall not Vest under Rule 12.1 or Rule 12.2 but shall be automatically surrendered in consideration for the grant of a new award which the Committee determines is equivalent to the Award it replaces (including as to any Performance Condition) except that it will be over shares in the Acquiring Company or some other company.

The Rules will apply to any new award granted under this Rule 12.4 as if references to Shares were references to shares over which the new award is granted and references to the Company were references to the company whose shares are subject to the new award.

Corporate events: reduction in number of Vested Shares Where any of Rules 12.1 to 12.3 apply the Committee shall determine the number of Vested Shares for an Award that has not then Vested by the following steps: applying any Performance Condition to determine the number of Vested Shares; and by applying a pro rata reduction to the number of Vested Shares determined under Rule 12.5(a) based on the period of time starting on the Grant Date and ending on the Early Vesting Date relative to the period starting on the Grant Date and ending on the Normal Vesting Date (which for the avoidance of doubt excludes any Holding Period) unless the Committee, acting fairly and reasonably, decides that the reduction in the number of Vested Shares under Rule 12.5(b) is inappropriate in any particular case when it shall increase the number of Vested Shares to such higher number as it decides provided that number does not exceed the number of Vested Shares determined under Rule 12.5(a). Rollovers

In the event that a company (the "Buyer") is expected to obtain Control of the Company as a result of an offer referred to in Rule 12.1 (General offers) or a compromise or arrangement referred to in Rule 12.2(a) (Scheme of arrangement and winding up) then the Committee may decide before the obtaining of such Control that an Award shall not Vest under Rule 12.1 or Rule 12.2 but shall be automatically surrendered in consideration for the grant of a new award on terms agreed with that Buyer and which the Committee determines is equivalent to the Award which it replaces. Such new award may be over amounts of cash or securities, or over shares in the Buyer or some other company, and may or may not be subject to additional or varied performance requirements as the Committee shall consider reasonable.

The Rules will continue to apply to any new award granted under this Rule 12.6 but subject to such consistency changes as necessary, including that references to Shares shall be read as references to the shares, securities or cash amounts over which the new award is granted and references to the Company shall be read as references to a company whose shares or securities are subject to the new award.

0.10 Concert parties

For the purposes of this Rule 12, a person shall be deemed to have Control of the Company where he and any others acting in concert with him together have Control of the Company.

MALUS AND CLAWBACK Circumstances and period for Malus and Clawback The Committee may decide i. at any time prior to the date on which an Award Vests that an unvested Award shall be subject to Malus; and/or ii. at any time prior to the second anniversary of the Normal Vesting Date (provided that the Committee may extend this period if there is an ongoing investigation into circumstances relevant to the operation of this Rule 13), that the individual to whom the Award was granted (the "relevant individual") shall be subject to Clawback, if both: i. after due consideration, the Committee forms the view that one or more of the circumstances envisaged in (a) to (f) below applies; and ii. such Malus and/ or Clawback is, in the Committee's opinion, appropriate. The Committee shall not be obliged to prefer the application of Malus over Clawback or vice versa. The circumstances which may give rise to the application of this Rule 13 are:

(a) there has been a significant deterioration in the underlying financial health of the Company;

(b) there has been a material misstatement of the Company's accounts (excluding, for the avoidance of doubt, any change to accounts resulting from a change in accounting standards or similar);

(c) the Participant has deliberately misled the Company, the Company's shareholders or the market regarding the Company's financial performance;

(d) there are circumstances which in the Committee's opinion have (or would have if made public) a sufficiently significant impact on the reputation of the Company or of any member of the Group to justify the application of this Rule 13 (such circumstances need not relate to a period in which the relevant individual was a Participant);

(e) the Committee forms the view that in assessing or calculating any Performance Condition and/or any other condition imposed on the Award such assessment or calculation was based on an error and that such error resulted, either directly or indirectly, in that Award becoming exercisable to a greater extent than would have been the case had that error not been made; or

(f) the Participant ceases to be a director or employee of a member of the Group (as defined in clause 11.6) as a result of gross misconduct on the part of that individual or it is discovered that the relevant individual committed one or more acts which, in the reasonable opinion of the Grantor, could have resulted in the summary dismissal from his employment by reason of his gross misconduct.

0.11 Application of Malus If the Committee decides to apply Malus, it may lapse any unvested Awards in whole or part as it considers proportionate. If the Committee concludes that there may be circumstances existing which may lead to this provision being applied, it may delay the Vesting of an Award for up to 12 months while the position is investigated and the Committee considers whether to invoke this provision. Amount Subject to Clawback The amount which may be subject to Clawback on any occasion will be such proportion of the Pre-Clawback Vesting Amount as the Committee considers to be fair and reasonable having regard to all the circumstances. Method of Clawback

In order to ensure that the Clawback is satisfied:

the Committee may reduce (including, if appropriate, reducing to zero) the amount of any incentive or bonus (if any) which would, but for the operation of this Rule 13, be payable to the relevant individual under any incentive or bonus plan operated by any Group Member; and/or the Committee may reduce (including, if appropriate, reducing to zero): the extent to which any subsisting Awards held by the relevant individual Vest notwithstanding the extent to which any Performance Condition and/or any other condition imposed on such Awards has been satisfied; and/or the extent to which any rights to acquire Shares granted to the relevant individual under any employees' share scheme (other than the Plan and any plan with tax-advantaged status under ITEPA) operated by any Group Member vest or become exercisable notwithstanding the extent to which any conditions imposed on such rights to acquire Shares have been satisfied; and/or the number of Shares subject to any Vested but unexercised Option; and/or the number of Shares subject to any vested but unexercised right to acquire Shares granted to the relevant individual under any employees' share scheme (other than the Plan and/or any plan with tax-advantaged status under ITEPA) operated by any Group Member

and any reduction made pursuant to Rule 13.4(b)(i) and/or Rule 13.4(b)(ii) shall take effect immediately prior to the Award Vesting or the right vesting or becoming exercisable (as applicable) (or at such other time as the Committee decides) and any reduction made pursuant to Rule 13.4(b)(iii) and/or Rule 13.4(b)(iv) shall take effect at such time as the Committee decides; and/or

the Committee may require the relevant individual to pay to such Group Member as the Committee may direct, and on such terms as the Committee may direct (including, but without limitation to, on terms that the relevant amount is to be deducted from the relevant individual's salary or from any other payment to be made to the relevant individual by any Group Member), such amount as is required for the Clawback to be satisfied in full.

The ability to make any reduction pursuant to Rule 13.4(b)(ii) and/or Rule 13.4(b)(iv) shall be subject to terms of the clawback provision in the relevant employees' share scheme.

Reduction in Awards to give effect to clawback provisions in other plans The Committee may decide at any time to reduce the number of Shares subject to an Award (including, if appropriate, reducing to zero) to give effect to a clawback provision of any form contained in any incentive plan (other than the Plan) or an annual incentive or bonus plan operated by any Group Member. The value of the reduction shall be in accordance with the terms of the clawback provision in the relevant plan or, in the absence of any such term, on such basis as the Committee decides is appropriate. General For the avoidance of doubt, the Rule 13 can apply even if the Participant was not responsible for the event in question or if it took place before the Vesting or grant of the Award. This Rule 13 may be applied in different ways for different Participants in relation to the same or different events. The Committee will notify the Participant of any adjustment under this Rule 13. Without limiting Rule 16.1, the Participant will not be entitled to any compensation in respect of the operation or purported operation of this Rule 13. Participant acceptance The Participant by participating in the Plan, accepts that this Rule 13 is a fair, reasonable and not excessive means of aligning his interests with those of shareholders. ADJUSTMENT OF AWARDS General rule

In the event of:

any variation of the share capital of the Company; or a demerger, special dividend or other similar event which, in the opinion of the Committee, affects the market price of Shares to a material extent

the Committee may make such adjustments as it considers appropriate under Rule 14.2 (Method of adjustment).

Method of adjustment

An adjustment made under this Rule 14.2 shall be to one or more of the following:

the number of Shares comprised in an Award; subject to Rule 14.3 (Adjustment below nominal value), the Option Price; where any Award has Vested or Option has been exercised but no Shares have been transferred or allotted after such Vesting or exercise, the number of Shares which may be so transferred or allotted and (if relevant) the price at which they may be acquired; and the Performance Conditions, in accordance with Rule 15.5 (Alterations to Performance Conditions). Adjustment below nominal value

An adjustment under Rule 14.2 may have the effect of reducing the price at which Shares may be subscribed for on the exercise of an Option to less than their nominal value, but only if and to the extent that the Board is authorised:

to capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the Shares in respect of which the Option is exercised and which are to be allotted after such exercise exceeds the price at which the Shares may be subscribed for; and to apply that sum in paying up such amount on such Shares

so that on exercise of any Option in respect of which such a reduction shall have been made the Board shall capitalise that sum (if any) and apply it in paying up that amount.

ALTERATIONS General rule on alterations

Except as described in Rule 15.2 (Shareholder approval), Rule 15.4 (Alterations to disadvantage of Participants) and Rule 15.5 (Alterations to Performance Conditions) the Committee may at any time alter the Plan or the terms of any Award granted under it.

Shareholder approval

Except as described in Rule 15.3 (Exceptions to shareholder approval), no alteration to the advantage of an individual to whom an Award has been or may be granted shall be made under Rule 15.1 to the provisions concerning:

eligibility; the individual limits on participation; the overall limits on the issue of Shares or the transfer of treasury Shares; the basis for determining a Participant's entitlement to, and the terms of, Shares or cash provided under the Plan; the adjustments that may be made in the event of any variation of capital; and the terms of this Rule 15.2 or Rule 15.3

without the prior approval by ordinary resolution of the members of the Company in general meeting.

Exceptions to shareholder approval

Rule 15.2 (Shareholder approval) shall not apply to:

any minor alteration to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants or any Group Member; or any alteration relating to the Performance Condition made under Rule 15.5. Alterations to disadvantage of Participants

No alteration to the material disadvantage of Participants (other than a change to any Performance Condition) shall be made under Rule 15.1 unless:

the Board shall have invited every relevant Participant to indicate whether or not he approves the alteration; and the alteration is approved by a majority of those Participants who have given such an indication. Alterations to Performance Conditions

The Committee may alter the Performance Conditions without prior shareholder approval if:

a circumstance or an event has occurred which causes the Committee to consider reasonably that it would be appropriate to alter any Performance Condition; the altered Performance Condition will, in the reasonable opinion of the Committee, be not materially less difficult to satisfy than the unaltered Performance Condition would have been but for the event in question; and the Committee shall act fairly and reasonably in making the alteration. MISCELLANEOUS Employment

The rights and obligations of any individual under the terms of his office or employment with any Group Member shall not be affected by his participation in the Plan or any right which he may have to participate in it. An individual who participates in the Plan waives any and all rights to compensation or damages in consequence of the termination of his office or employment for any reason whatsoever (and whether or not such termination is lawful or unlawful) insofar as those rights arise or may arise from him ceasing to have rights under an Award as a result of such termination. Participation in the Plan shall not confer a right to continued employment upon any individual who participates in it. The grant of any Award does not imply that any further Award will be granted nor that a Participant has any right to receive any further Award.

Disputes

In the event of any dispute or disagreement as to the interpretation of the Plan, or as to any question or right arising from or relating to the Plan, the decision of the Committee shall be final and binding upon all persons.

Exercise of powers and discretions

The exercise of any power or discretion by the Committee shall not be open to question by any person and a Participant or former Participant shall have no rights in relation to the exercise or omission to exercise any such power or discretion.

0.12 Termination

The Board may at any time resolve to terminate the Plan in which event no further Awards shall be granted but the provisions of the Plan shall, in relation to the Awards then subsisting, continue in full force and effect.

Share rights

All Shares allotted under the Plan shall rank equally in all respects with Shares then in issue except for any rights attaching to such Shares by reference to a record date before the date of the allotment.

Subject to Rule 8 (Holding Period), where Vested Shares are transferred to Participants (or their nominee), Participants will be entitled to all rights attaching to such Shares by reference to a record date on or after the date of such transfer.

Notices

Any notice or other communication under or in connection with the Plan may be given:

by personal delivery or by first class post, in the case of a company to its registered office, and in the case of an individual to his last known address, or, where he is a director or employee of a Group Member, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment; in an electronic communication to a person's usual business address or such other address for the time being notified for that purpose to the person giving the notice; or by such other method as the Board determines.

In the case of service by post, the day of service will be 48 hours after posting and in the case of electronic communication the day of service will be the day of transmission by the sender.

Third parties

No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan.

Benefits not pensionable

Benefits provided under the Plan shall not be pensionable.

Data protection

Personal data relating to Participants (and any eligible employees under Rule 2) may be collected, processed and transferred for any purpose relating to the operation of the Plan in compliance with any applicable data protection legislation (including the EU's General Data Protection Regulation (2016/679) or any successor laws) and any data privacy notice and/or policies of any Group Member in force from time to time.

0.13 Overseas employees

Notwithstanding any other provision of these Rules, the Committee may, in respect of an Award granted to a Participant who is or who may become primarily subject to taxation on his remuneration outside the United Kingdom, amend or alter the provisions of any Award to take account of relevant overseas taxation or securities law provided that the Committee shall not make any such amendment or alteration which would result in a Participant being granted an Award upon terms commercially more favourable than the terms upon which the Award could have been granted if the Participant was subject to taxation on his remuneration primarily within the United Kingdom.

Consistency with directors' remuneration policy

Nothing in these rules or the terms of any Award will oblige a Group Member or any other person to make any remuneration payment or payment for loss of office which would be in breach of Chapter 4A of Part 10 of the Companies Act 2006 (which requires such payments to be within an approved remuneration policy or otherwise approved by shareholders).

The Company will not be obliged to seek the approval of its shareholders in general meeting for any such payment but may make such changes as are necessary or desirable to the terms of any payment to ensure that it is not in breach of that Chapter.

Governing law

The Plan and all Awards shall be governed by and construed in accordance with the law of England and Wales and the Courts of England and Wales have exclusive jurisdiction to hear any dispute.

SCHEDULE 1: US SCHEDULE

Rules specific to eligible employees resident in the USA

This Schedule 1 is supplemental to the Reach Long Term Incentive Plan (the "Plan").

This Schedule 1 sets out the rules of the Plan, in its application to any Award granted or to be granted to a person who is resident for tax purposes in the USA and words and phrases defined in the Plan shall bear the same meaning in this Schedule 1 except as otherwise provided below.

References to "Section 409A" are to section 409A of the US Internal Revenue Code.

The said Rules of the Plan shall apply to this Schedule 1 as the Rules without modification or variation save that:

1. Rule 1.1 of the Plan shall for the purposes of this Schedule 1 be amended by deleting the phrase "(or such later date as determined by the Committee in its absolute discretion)" in limb (a) of the definition of Early Vesting Date.

2. Rule 3.1 (Terms of grant) of the Plan shall for purposes of this Schedule 1 be amended by adding the phrase "in the terms of the Award" to the end of limb (ii).

3. Notwithstanding Rule 3.2 (Type of Award) of the Plan, Awards under this Schedule 1 may only be structured as Conditional Awards. For the avoidance of doubt, Options may not be granted to an eligible US employee under this Schedule 1.

4. Rule 3.4 (Dividend equivalent) of the Plan shall for purposes of this Schedule 1 be amended by adding a new paragraph (d) to the end of Rule 3.4:

"(d) Any dividend equivalent in respect of a Vested Award shall be paid no later than the s409A Long-Stop Date."

5. Rule 5.1 (Timing of Vesting) of the Plan shall for purposes of this Schedule 1 be amended by adding the phrase "provided that any determination by the Committee as to whether or not a Performance Condition and/or any other condition has been satisfied in whole or in part shall be made no later than the s409A Long-Stop Date" to the end of limb (a), and by adding the phrase "provided that the Participant remains employed with a Group Member through the Normal Vesting Date" to the end of limb (b).

6. Rule 5.6 (Suspension or investigation for a disciplinary matter) of the Plan shall for purposes of this Schedule 1 be amended by adding the phrase "provided that, unless otherwise permitted by Section 409A, the Committee shall exercise such discretion no later than the s409A Long-Stop Date and in no circumstances may the date of Vesting of such Award be suspended beyond the s409A Long-Stop Date."

7. Rule 6 (Consequences of Vesting for Conditional Awards) of the Plan shall for the purposes of this Schedule 1 be amended by adding the phrase "provided that in no event shall such Vested Shares be transferred, procured or allocated later than the s409A Long-Stop Date."

8. Rule 9.3 (Payment of cash equivalent) of the Plan shall for the purposes of this Schedule 1 be amended by adding the phrase "provided that in no event shall such sum be paid later than the s409A Long-Stop Date."

9. Rule 11.1(d) shall not apply to any Award granted under this Schedule 1.

10. Rule 13.2 (Application of Malus) of the Plan shall for purposes of this Schedule 1 be amended by adding the phrase "provided that, unless otherwise permitted by Section 409A, the Committee shall exercise such discretion no later than the s409A Long-Stop Date."

11. It is intended that the Vesting provisions of the Plan as modified by this Schedule 1 be interpreted and applied to constitute a "substantial risk of forfeiture" for the purposes of Section 409A, and the terms (including those set out in these provisions) of the Plan shall be interpreted in accordance with Section 409A and guidance issued thereunder such that the "short-term deferral" exception to Section 409A may be available with respect of the Award. However, none of the Company, any Group Member, the Board, the Committee nor any of their directors, officers, employee or agents warrants, represents or guarantees compliance with Section 409A or other tax laws, nor shall any such persons be liable to any Participant for any tax liabilities, tax penalties or interest arising from any non-compliance with Section 409A or other tax laws.

12. It is intended that that the "substantial risk of forfeiture" for purposes of Section 409A shall lapse, if at all, on the earliest of:

the later of (i) the Normal Vesting Date, provided that the Participant remains continuously employed by a Group Member until such date, and (ii) provided that any Performance Condition constitutes a "substantial risk of forfeiture", the expiry of any period over which performance is measured (the "Performance Period") to determine the extent (if any) to which the Award Vests (and where the extent of Vesting does not remain subject to any other condition creating a substantial risk of forfeiture); the date of the Participant ceasing to be an employee or director where, in accordance with Rule 11 (Leavers), that cessation does not result in the Award lapsing and where the extent of Vesting does not remain subject to a substantial risk of forfeiture (by reference to Performance Condition or otherwise); the date of which an event under Rule 12 (Corporate events) occurs if that event causes the Award to Vest,

and, for the purposes of this Schedule 1, the relevant earliest date referred to in this paragraph 11 is the Award's "s409A Vesting Date".

13. A Vested Award shall be settled in Shares (or in cash pursuant to Rule 9 (Cash Alternative)) as soon as reasonably practicable following the s409AVesting Date but no later than the later to occur of:

13. the 15th day of the third calendar month following the calendar year which includes the s409A Vesting Date; and 13. the 15th day of the third calendar month following the fiscal year of the Participating Company in which the Participant is employed by any Group Member and which includes the s409A Vesting Date,

and, for the purposes of this Schedule 1, the relevant later date referred to in this paragraph 12 is the Award's "s409A Long-Stop Date", provided that the Net Vested Shares (or cash equivalent) subject to a Holding Period shall remain subject to Rule 8 (Holding Period).

Version Control and Approvals History

Date	Version	Approved by	Details
06 May 2021	1.0	Reach plc Remuneration Committee and Shareholders	Approved by the Remuneration Committee on 25 February 2021 and approved by shareholders on 6 May 2021
12 October 2023	2.0	Reach plc Remuneration Committee	Incorporated US Schedule to allow for grant of awards to US based participants
[2 May] 2024	3.0	Reach plc Board; and Reach plc shareholders	Removed 5% in 10 years limit for discretionary share plans