Saga : Amendment to the rules of the Saga plc 2023 Deferred Bonus Plan

Rules of the Saga plc 2023 Deferred Bonus Plan showing amendments for approval at the Annual General Meeting of Saga plc to be held on [25] June 2024.

The Saga plc 2023 Deferred Bonus Plan

Saga plc

The Saga plc 2023 Deferred Bonus Plan

Shareholder approval: [●] June 2024

Adoption date: [●] June 2024

Expiry date: 20 June 2033

Rules of the Saga plc 2023 Deferred Bonus Plan showing amendments for approval at the Annual General
Meeting of Saga plc to be held on [25] June 2024.
The Saga plc 2023 Deferred Bonus Plan
Table of Contents
1	Grant of Awards	1
2	Plan Limits	3
3	Individual Limit	4
4	Award Price	4
5	Conditions	4
6	Reduction of Awards	5
7	Vesting of Awards (and Exercise of Options)	9
8	Holding Period	12
9	Vesting of Awards (and Exercise of Options) in Special Circumstances	13
10	Takeover, Scheme of Arrangement or Winding-up of Company	15
11	Exchange of Awards	17
12	Lapse of Awards	17
13	Adjustment of Awards on Reorganisation	18
14	Accounting for PAYE and National Insurance Contributions	18
15	Issue and Listing of Plan Shares	19
16	Relationship of Plan to Contract of Employment	19
17	Administration of Plan	20
18	Amendment of Plan	21
19	Notices	21
20	Governing Law and Jurisdiction	22
21	Interpretation	22
Schedule A

Rules of the Saga plc 2023 Deferred Bonus Plan showing amendments for approval at the Annual General Meeting of Saga plc to be held on [25] June 2024.

The Saga plc 2023 Deferred Bonus Plan

1	Grant of Awards

1.1 Deferral of Bonus and Determination of Award

After the beginning of the performance period to which a Bonus relates but before the amount of the Eligible Employee's Bonus has been determined, the Board shall, in its absolute discretion, determine what percentage (which may be nil) of an Eligible Employee's Bonus will be paid in cash and what percentage (which may be nil) will be delivered in the form of an Award.

The maximum number of Plan Shares subject to an Eligible Employee's Award shall be calculated by dividing the amount of his Bonus to be deferred by the Market Value of a Plan Share on the Award Date. The number of Plan Shares shall be rounded down to the nearest whole Plan Share.

At or as soon as practicable after the end of the performance period to which a Bonus relates, the Board will determine the number of Plan Shares over which the Award shall be made.

Where the Company is required to have in place a Directors' Remuneration Policy, the terms of an Award to be granted to an Eligible Employee who is or was a director of the Company must fall within the scope of the Directors' Remuneration Policy most recently approved by the Company in a general meeting. Such terms may include by way of example but without limitation the proportion of any Bonus which shall be delivered in the form of an Award.

1.2 Procedure for grant of Awards and Grant Date

The Grantor shall grant an Award by passing a resolution. The Grant Date shall be the date on which the Grantor passes the resolution or such later date as specified in the resolution and allowed by Rule

1.4. The grant of an Award shall be evidenced by a deed executed by or on behalf of the Company. An Award Certificate shall be issued to each Award Holder as soon as reasonably practicable following the grant of the Award.

The Grantor may require an individual who is (or is to be) granted an Award to confirm his acceptance of the Rules and the terms of any Award granted to him by a specified date. Such confirmation will be in a form set by the Grantor (which may require the individual to execute a document). The Grantor may provide that the Award will lapse (and as a result be treated as never having been granted) if the confirmation of acceptance is not provided by the specified date.

1.3 Contents of Award Certificate

An Award Certificate shall state:

1. whether the Award comprises an Option, a Conditional Share Award or an award of Restricted Shares;
2. the Grant Date;
3. the number of Plan Shares subject to the Award;
4. the Award Price (if any);
5. the date or dates on which the Award will Vest, which shall not normally be earlier than three years after the Grant Date;
6. whether or not any dividend equivalents will be payable under Rule 7.9;
7. in the case of an Option, the Exercise Period;
8. any Holding Period; and
9. any further conditions of the Award.

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Rules of the Saga plc 2023 Deferred Bonus Plan showing amendments for approval at the Annual General Meeting of Saga plc to be held on [25] June 2024.

The Saga plc 2023 Deferred Bonus Plan

1.4 When Awards may be granted

Subject to Rule 1.5, the Grantor may grant Awards only during the 42 days beginning on:

• the date of shareholder approval of the Plan;
• the day after the announcement of the Company's results, including a preliminary announcement, for any period through a Regulatory Information Service;
• any day on which the Board determines that circumstances are sufficiently exceptional to justify the making of the Award at that time; or
• the day after the lifting of any Dealing Restrictions which prevented the granting of Awards during any of the times described above.

1.5 When Awards may not be granted

Awards may not be granted:

• when prevented by any Dealing Restrictions; or
• after the 10th anniversary of shareholder approval of the Plan.

1.6 Who can be granted Awards

1. Subject to paragraph 2 below, an Award may not be granted to an individual who is not an Eligible Employee at the Grant Date. Unless the Board decides otherwise, an Award will not be granted to an Eligible Employee who on or before the Grant Date has given or received notice of termination of employment.
2. The Board may at its absolute discretion grant an Award to an individual who was an employee of a Group Member during the Financial Year to which the Award relates and to whom the Board has determined to make a Bonus.

1.7 Right to refuse Awards

An Award Holder may by notice in writing to the Company within 30 days after the Grant Date say he does not want it in whole or part. In such a case, the Award shall to that extent be treated as never having been granted. No payment is required from the Award Holder or the Company.

1.8 Awards non-transferable

An Award shall be personal to the Award Holder and, except:

• in the case of the death of an Award Holder or
• where the Company has permitted the Award to be held by a trustee on behalf of the Award Holder (in which case the trustee will be able to transfer the benefit of the Award to the Award Holder)

an Award shall not be capable of being transferred, charged or otherwise alienated and shall lapse immediately if the Award Holder purports to transfer, charge or otherwise alienate the Award.

1.9 Awards of Restricted Shares

This Rule 1.9 sets out specific provisions in relation to an Award of Restricted Shares.

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Rules of the Saga plc 2023 Deferred Bonus Plan showing amendments for approval at the Annual General Meeting of Saga plc to be held on [25] June 2024.

The Saga plc 2023 Deferred Bonus Plan

• An Award Holder who is granted an Award of Restricted Shares must enter into an agreement with the Company providing that to the extent the Award lapses, the Plan Shares are forfeit and the Plan Shares will immediately be transferred for no (or nominal) consideration to any person specified by the Grantor. The Restricted Share Agreement will also provide that except for transfer on death of the Award Holder to his personal representatives, or to the extent agreed by the Grantor (and subject to such conditions as it may decide) the Award Holder will not transfer or assign the Plan Shares subject to his Award.
• The Award Holder will sign any document (including a blank stock transfer form) requested by the Grantor. The Grantor may provide that the Award will lapse if the documents are not signed within any specified period.
• As soon as practicable after the Grant Date of an Award of Restricted Shares the Grantor will procure that the relevant number of Restricted Shares are transferred (including out of treasury or otherwise) to the Award Holder or another person to be held for the benefit of the Award Holder.
• Except to the extent set out in the Restricted Share Agreement, the Award Holder shall have all the rights in respect of Restricted Shares from the date of transfer until the date the Restricted Share Award lapses.

2	Plan Limit

2.1 General

The aggregate number of Plan Shares over which Awards may be granted shall be limited as set out in this Rule 2.

2.2 10 per cent in 10 years

An Award may not be granted if the result of granting the Award would be that the aggregate number of Plan Shares issued or committed to be issued in the preceding 10 year period under

• Awards under the Plan; or
• options or awards granted under any other Employees' Share Scheme (whether or not discretionary) operated by the Group

would exceed 10 per cent of the Company's issued ordinary share capital at that time.

2.3 Calculation

For the purpose of the limit contained in this Rule 2:

• for as long as required by The Investment Association guidelines treasury shares shall be included in the limit as if they were new issue shares;

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Rules of the Saga plc 2023 Deferred Bonus Plan showing amendments for approval at the Annual General Meeting of Saga plc to be held on [25] June 2024.

The Saga plc 2023 Deferred Bonus Plan

• there shall be disregarded any Plan Shares where the right to acquire the Plan Shares has lapsed or been renounced;
• there shall be disregarded any Plan Shares which the Trustees have purchased, or determined that they will purchase, in order to satisfy an Award or the exercise of an option or the vesting of other rights of an employee under any other Employees' Share Scheme operated by the Group;
• any Plan Shares issued in relation to an Award, or on the exercise of an option or the vesting of other rights of an employee under the Plan or any other Employees' Share Scheme operated by the Group, shall be taken into account once only (when the Award is granted or the option is granted or the right awarded) and shall not fall out of account when the Award Vests, the option is exercised or other rights vest; and
• there shall be disregarded any Plan Shares subject to an option or other rights of an employee under an Employees' Share Scheme which were granted before the Flotation Date or in the 42 days beginning on the Flotation Date.

2.4 Scaling down

If the granting of an Award would cause the limit in this Rule 2 to be exceeded, such Award shall take effect as an Award over the maximum number of Plan Shares which does not cause the limit to be exceeded. If more than one Award is granted on the same Grant Date, the number of Plan Shares which would otherwise be subject to each Award shall be reduced pro rata.

3	Individual Limit

3.1 Limit

An Award must not be granted to an Eligible Employee if the result of granting the Award would be that, at the proposed Grant Date, the Market Value of the Plan Shares (as at the Grant Date) subject to the Award granted to him in the Financial Year, would exceed 50% of his Bonus.

3.2 Scaling down

If the granting of an Award would cause the limit in Rule 3.1 to be exceeded, such Award shall take effect as an Award over the maximum number of Plan Shares which does not cause the limit to be exceeded.

4	Award Price

The Award Price shall be determined by the Board and may be any price.

Where the Grantor has determined that an Award will be satisfied by the issue of new shares and the Award Price is less than the nominal value of a Plan Share, the Company will ensure that at the time of the issue of the Plan Shares arrangements are in place to pay up the nominal value of the relevant Plan Shares.

5Conditions

5.1 Setting of conditions

The Vesting of an Award and the extent to which it Vests will be subject to the satisfaction of any conditions set by the Grantor.

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Rules of the Saga plc 2023 Deferred Bonus Plan showing amendments for approval at the Annual General Meeting of Saga plc to be held on [25] June 2024.

The Saga plc 2023 Deferred Bonus Plan

5.2 Nature of conditions

Any condition imposed under Rule 5.1 shall be:

• objective; and
• set out in, or attached in the form of a schedule to, the Award Certificate.

5.3 Substitution, variation or waiver of conditions

If an event occurs which causes the Grantor to consider that any condition imposed under Rule 5.1 subject to which an Award has been granted is no longer appropriate, the Grantor may substitute, vary or waive the condition in such manner (and make such consequential amendments to the Rules) as:

• is reasonable in the circumstances; and
• except in the case of waiver produces a fairer result and is not materially less difficult to satisfy.

The Award shall then take effect subject to the condition as substituted, varied or waived.

5.4 Notification of Award Holders

The Grantor shall, as soon as practicable, notify each Award Holder concerned of any determination made by it under this Rule 5.

6	Reduction of Awards

6.1 Malus

Notwithstanding any other provision of the Rules, the Grantor may, at the time of Vesting of an Award (or, in the case of an Option, exercise of the Option) or at any time before, cancel or reduce the number of Plan Shares subject to an Award in whole or in part (including, for the avoidance of doubt, to nil) or impose additional conditions in the following circumstances:

• discovery of a material misstatement resulting in an adjustment in the audited consolidated accounts of the Company or the audited accounts of any Group Member; and/or
• the assessment of any performance target or condition in respect of an Award was based on error, or inaccurate or misleading information; and/or
• the discovery that any information used to determine the Bonus and/or the number of Plan Shares subject to an Award was based on error, or inaccurate or misleading information; and/or
• action or conduct of an Award Holder or Award Holders which, in the reasonable opinion of the Board, amounts to fraud or gross misconduct; and/or
• events or behaviour of an Award Holder or Award Holders have led to the censure of a Group Member by a regulatory authority or have had a significant detrimental impact on the reputation of any Group Member provided that the Board is satisfied that the relevant Award Holder or Award Holders were responsible for the censure or reputational damage and that the censure or reputational damage is attributable to him or them; and/or
• a material failure of risk management of the Company, a Group Member or a business unit of the Group; and/or
• the Company or any Group Member(s) or business(es) of the Group becomes insolvent or otherwise suffers a corporate failure so that the value of ordinary shares of the Company is materially reduced provided that the Board determines following an appropriate review of

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Rules of the Saga plc 2023 Deferred Bonus Plan showing amendments for approval at the Annual General Meeting of Saga plc to be held on [25] June 2024.

The Saga plc 2023 Deferred Bonus Plan

accountability that the Award Holder should be held responsible (in whole or in part) for that insolvency or failure.

In determining any reduction which should be applied under this Rule 6, the Board shall act fairly and reasonably but its decision shall be final and binding.

For the avoidance of doubt, any reduction under this Rule 6 may be applied on an individual basis as determined by the Board. Whenever a reduction is made under this Rule 6.1, the relevant Award shall be treated to that extent as having lapsed.

6.2 Clawback: Trigger Events

In this Rule 6, a "Trigger Event" means:

• discovery of a material misstatement resulting in an adjustment in the audited consolidated accounts of the Company or the audited accounts of any Group Member; and/or
• the assessment of any performance target or condition in respect of an Award was based on error, or inaccurate or misleading information; and/or
• the discovery that any information used to determine the number of Plan Shares subject to an Award was based on error, or inaccurate or misleading information; and/or
• action or conduct of an Award Holder or Award Holders which, in the reasonable opinion of the Board, amounts to fraud or gross misconduct; and/or
• events or behaviour of an Award Holder or Award Holders have led to the censure of a Group Member by a regulatory authority or have had a significant detrimental impact on the reputation of any Group Member provided that the Board is satisfied that the relevant Award Holder or Award Holders were responsible for the censure or reputational damage and that the censure or reputational damage is attributable to him or them; and/or
• a material failure of risk management of the Company, a Group Member or a business unit of the Group; and/or
• the Company or any Group Member(s) or business(es) of the Group becomes insolvent or otherwise suffers a corporate failure so that the value of ordinary shares of the Company is materially reduced provided that the Board determines following an appropriate review of accountability that the Award Holder should be held responsible (in whole or in part) for that insolvency or failure.

6.3 Application

Notwithstanding any other provision of the Rules, if at any time during the period of three years following the determination by the Board of the Bonus to which the Award relates a Trigger Event occurs, then:

1. Rules 6.4 to 6.8 and 6.10 shall apply; and
2. where the Award takes the form of an Option and the Award Holder has not exercised such Option, Rule 6.9 shall also apply.

If an investigation into the conduct or actions of any Eligible Employee or any Group Member has started before the third anniversary of the date on which the determination of the Bonus was made, the Board may, in its absolute discretion, determine that the provisions of Rules 6.3 to 6.9 may be applied to an Award until such later date as the Board may determine to allow that investigation to be completed.

6.4 Clawback methods

Where Rule 6.3 applies, the Board may in its absolute discretion require the relevant Award Holder to:

1. transfer to the Company (or, if required by the Company, any other person specified by the Company) all or some of the Plan Shares acquired by the Award Holder (or his nominee)

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Rules of the Saga plc 2023 Deferred Bonus Plan showing amendments for approval at the Annual General Meeting of Saga plc to be held on [25] June 2024.

The Saga plc 2023 Deferred Bonus Plan

pursuant to the Vesting of the Award or, in the case of an Award which is an Option, the exercise of that Option; and/or

1. pay to the Company (or if required by the Company, any other person specified by the Company) an amount equivalent to all or part of the proceeds of sale or, in the event of a disposal of the Plan Shares at a price which the Board reasonably determines was less than market value at the time of disposal and where the disposal was not made at arm's length, an amount equivalent to the market value (as reasonably determined by the Board) at the time of disposal of all or some of the Plan Shares acquired pursuant to the Vesting of the Award or, in the case of an Award that is an Option, the exercise of that Option; and/or
2. pay to the Company (or, if required by the Company, any other person specified by the Company) an amount equivalent to all or part of the amount of any cash in respect of an Award paid to or for the benefit of the Award Holder; and/or
3. pay to the Company (or, if required by the Company, any other person specified by the Company) an amount equivalent to all or part of any benefit or value derived from or attributable to the Plan Shares referred to in paragraph 1 above (including but not limited to any special dividend or additional or replacement shares) on such terms as the Board may reasonably direct.

In determining the number of Plan Shares which the Board requires to be transferred or the amount which it requires to be paid under this Rule 6.4, the Board may at its absolute discretion take into account any tax and social security contributions actually paid (or due to be paid) by the Award Holder in respect of the acquisition of the Plan Shares and/or payment of cash in respect of an Award. If the Board so exercises its discretion, Rule 6.5 shall also apply.

6.5 Award Holder's obligation to recover tax

In addition to the obligation of the Award Holder as described above, the Board may require that the Award Holder shall use his best endeavours to seek and obtain repayment or credit from HMRC or any relevant overseas tax authority of the tax and social security contributions paid on the Award Holder's behalf in relation to the Award as soon as reasonably practicable and to notify the Company of such claim and/or receipt of any credit or payment by HMRC (or any relevant overseas tax authority) in this regard. Following such notification the Company will be entitled to require the Award Holder to make a payment to it within 30 days of an amount equivalent to the amount of any payment or credit received from HMRC (or any relevant overseas tax authority).

6.6 Authorisation of deductions

By accepting the grant of an Award, the Award Holder authorises the Company or such other Group Member as may be the employer of the Award Holder to make deductions from any payment owing to him including but not limited to salary, bonus, holiday pay or otherwise in respect of any sum which would otherwise be payable by the Award Holder under this Rule 6.

6.7 Timing of transfers, payments and repayments

Any transfers, payments or repayments to be made by the Award Holder under this Rule 6 shall be made within 30 days of the date the Award Holder is notified in writing of the transfer required or the amount due, as appropriate.

6.8 Additional methods of effecting clawback

In addition to or in substitution for the actions described above that the Board may take under Rule 6.4 (the "Actions"), the Board may:

1. reduce the amount (including, for the avoidance of doubt, to nil) of any future bonus payable to the Award Holder; and/or
2. determine that the number of Plan Shares over which an award or right to acquire Plan Shares that may otherwise be granted to the Award Holder under any Employees' Share Scheme operated by any Group Member (other than any tax-advantaged employee share plan that

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Rules of the Saga plc 2023 Deferred Bonus Plan showing amendments for approval at the Annual General Meeting of Saga plc to be held on [25] June 2024.

The Saga plc 2023 Deferred Bonus Plan

complies with the requirements of Schedules 2 or 3 of ITEPA 2003) shall be reduced by such number as the Board may determine (including for the avoidance of doubt to nil); and/or

1. reduce the number of Plan Shares (including, for the avoidance of doubt, to nil) subject to any award or right to acquire Plan Shares which has been granted to the Award Holder under any
   Employees' Share Scheme operated by any Group Member (other than any tax-advantaged employee share plan that complies with the requirements of Schedules 2 to 4 of ITEPA 2003) before the date on which the relevant award or right vests or becomes exercisable by such number as the Board may determine; and/or
2. reduce the number of Plan Shares (including, for the avoidance of doubt, to nil) subject to any option to acquire Plan Shares which has been granted to the Award Holder under any Employees' Share Scheme operated by any Group Member (other than any tax-advantaged employee share plan that complies with the requirements of Schedules 2 to 4 of ITEPA 2003) which has vested but not yet been exercised by such number as the Board may determine,

provided that the total amount represented by:

1. reductions under this Rule 6.8;
2. reductions under Rule 6.9; and
3. the amount represented by any transfer and any amount or value payable under Rule 6.4,

shall not, in the Board's reasonable opinion, exceed the amount represented by any transfer and any amount or value which would have been due if the Board had only carried out the Actions.

6.9 Reduction of unexercised Option

Where Rule 6.3 applies and the Award takes the form of an Option which the Award Holder has not exercised in full, the Board may in its absolute discretion reduce the number of Plan Shares which remain subject to such Option (including, for the avoidance of doubt, to nil). In addition to or in substitution for reducing such Option, the Board may take any of the actions set out in Rules 6.8.1 to

6.8.4 provided that the total amount represented by reductions under Rules 6.8.1 to 6.8.4 and any reduction of the Option under this Rule 6.9 shall not, in the Board's reasonable opinion, exceed the amount which would have been represented by the reduction of the Option only.

6.10 General provisions

In carrying out any action under Rules 6.2 to 6.11, the Board shall act fairly and reasonably but its decision shall be final and binding.

For the avoidance of doubt, any action carried out under this Rule 6.10 may be applied on an individual basis as determined by the Board. Whenever a reduction of an award, right to acquire Plan Shares or option is made under Rules 6.2 to 6.11, the relevant award, right to acquire Plan Shares or option shall be treated to that extent as having lapsed.

6.11 Interaction with other plans

The Board may determine at any time to reduce the number of Plan Shares subject to an Award (including, for the avoidance of doubt, to nil) either:

1. to give effect to one or more provisions of any form which are equivalent to those in Rules 6.2 to 6.9 ("Clawback Provisions") contained in any Employees' Share Scheme operated by any

Group Member (other than the Plan) or any bonus plan operated by any Group Member; or

2. as an alternative to giving effect to any such Clawback Provisions.

The value of any reduction under Rule 6.11.1 shall be determined in accordance with the terms of the relevant Clawback Provisions in the relevant Employees' Share Scheme or bonus plan as interpreted by the Board in its absolute discretion.

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