THE RANK GROUP PLC

THE RANK GROUP PLC

2021 RECOVERY INCENTIVE SCHEME

Adopted by the board of the Company on 18 August 2021

Approved by shareholders of the Company on [ ] 2021

The Plan is a discretionary plan operated by the Company for selected 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.

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 remuneration committee of the board of the Company shall have the right to decide, in its sole discretion, whether or not awards will be granted and to which employees those awards will be granted.

The detailed rules of the Plan are set out overleaf.

CONTENTS

Rule

Page

1.

DEFINITIONS AND INTERPRETATION ..............................................................................................

1

2.

ELIGIBILITY ..............................................................................................................................................

4

3.

GRANT OF AWARDS................................................................................................................................

4

4.

LIMITS .........................................................................................................................................................

6

5.

VESTING OF AWARDS ............................................................................................................................

8

6.

CONSEQUENCES OF VESTING ...........................................................................................................

10

7.

HOLDING PERIOD..................................................................................................................................

10

8.

CASH ALTERNATIVE ............................................................................................................................

11

9.

LAPSE OF AWARDS ...............................................................................................................................

12

10.

LEAVERS ..............................................................................................................................................

12

11. TAKEOVERS AND OTHER CORPORATE EVENTS ....................................................................

13

12.

ADJUSTMENT OF AWARDS ............................................................................................................

15

13.

RECOVERY AND WITHHOLDING .................................................................................................

16

14.

ALTERATIONS ....................................................................................................................................

17

15.

MISCELLANEOUS ..............................................................................................................................

18

APPENDIX I: CASH CONDITIONAL AWARDS .........................................................................................

20

1. DEFINITIONS AND INTERPRETATION

1.1 In the Plan, unless the context otherwise requires:

"Applicable Laws" means the Listing Rules published by the Financial Conduct Authority, the City Code on Takeovers and Mergers, the Market Abuse Regulation (EU) 596/2014 or any other relevant UK or overseas regulation or enactment;

"Award" means a Conditional Award;

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

"Cessation" means a Participant giving notice of termination of employment to their employing Group Member or receiving notice of termination of employment from their employing Group Member or a Participant ceases to be an employee of a Group Member for any other reason, except where:

  1. the Participant will, upon the notice of such termination taking effect or on ceasing to be an employee of a Group Member, become an employee of any other Group Member; or
  2. the Participant retains a statutory right to return to work.

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

"Company" means The Rank Group Plc (registered in England and Wales with registered number 03140769;

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

"Control" means control within the meaning of section 995 of the Income Tax Act 2007;

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

"Early Vesting Date" means either:

  1. the later of:
    1. the date a Participant ceases employment in circumstances referred to in Rule 10.1 (Good leavers before the Normal Vesting Date); and
    2. early determination of any Performance Condition by reason of that Cessation; or
  2. the date of the relevant event in Rule 11.1 (General offers) or Rule 11.2 (Schemes of arrangement and winding up) or the date of Vesting referred to in Rule 11.3 (Demergers and other events);

"Employees' Share Scheme" has the meaning given by section 1166 of the Companies Act 2006;

"Executive Director" means an executive director of the Company;

"Executive Director 2021 Award" means an Award granted as soon as practicable following the date the Plan is approved by shareholders to an Executive Director which shall be split

1

equally into two tranches, Tranche 1 and Tranche 2 over Shares with a market value of up to 100% of the Participant's salary determined in accordance with Rule 4.6 (Individual limit);

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

"Group Member" means:

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

"HKSE" means the Hong Kong Stock Exchange operated by Hong Kong Exchanges and Clearing Limited;

"HKSE Listing Rules" the rules governing the listing of securities on HKSE;

"Holding Period" means the period starting on the date on which an Award Vests and ending on the earliest of the dates specified in Rule 7.3 (Expiry of the Holding Period) during which a Participant is required not to sell, transfer, assign or dispose of their Net Vested Shares in accordance with Rule 7 (Holding Period);

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

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

"Net Vested Shares" means the Vested Shares acquired or received by a Participant on Vesting of an Award during the Holding Period, less: (a) a number of Shares with an aggregate market value on the date of Vesting equal to the Participant's Tax Liability arising on that event; or (b) if the Vested Shares are sold to satisfy that Tax Liability, the number of Vested Shares sold;

"Normal Vesting Date" means the date on which an Award would ordinarily Vest under Rule

5.1 (Timing of Vesting: Normal Vesting Date);

"Normal Vesting Period" means the period commencing on the Grant Date and ending on the date determined under Rule 3.2(d);

"Parent Company" means Guoco Group Limited (incorporated in Bermuda with company number 15590);

"Participant" means a person who holds an Award, including their personal representatives;

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

"Performance Condition" means a condition (or conditions) related to performance which is specified by the Committee under Rule 3.2(c);

2

"Plan" means The Rank Group Plc 2021 Recovery Incentive Scheme as amended from time to time;

"Plan Limits" the limits on the number of unissued Shares and, subject to Rule 4.5, treasury Shares, that may be "allocated" in respect of the Plan as set out in Rules 4.1, 4.2, 4.3 and 4.4;

"Recovery and Withholding" means a withholding of, or an obligation to repay, amounts referred to in Rule 13.3 (Amount to be subject to Recovery and Withholding);

"Relevant Event" means any one, or any combination, of;

  1. a material misstatement in the financial results of the Company; and/or
  2. an act of gross misconduct by the Participant (or former Participant as relevant) that takes place before an Award Vests but which only comes to light after the Award Vests; and/or
  3. any calculation in connection with the Award or any assessment of any Performance Condition and/or any other condition imposed on the Award was based on an error, or on inaccurate or misleading information or assumptions; and/or
  4. a material loss to the Group or a material deterioration in Group profits which is inconsistent with the performance of the gaming industry; and/or
  5. the Company or the relevant business unit for which the Participant works (or worked) suffers material damage to its business or reputation which, in the determination of the Committee, is at least partly due to a failure in the management of the Company or relevant business unit; and/or
  6. the Company has suffered an instance of corporate failure which has resulted in the appointment of a liquidator or administrator or resulted in the Company reaching a compromise arrangement with its creditors;

"Rule" means a rule of the Plan;

"Senior Executive 2021 Award" means an Award granted as soon as practicable following the date the Plan is approved by the Board to a senior executive other than to an Executive Director over Shares with a market value of up to 50% of the Participant's salary determined in accordance with Rule 4.6 (Individual limit);

"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 or 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;

"Tranche 1" means 50% of any Executive Director 2021 Award with a Normal Vesting Date one year after the Grant Date;

"Tranche 2" means 50% of any Executive Director 2021 Award with a Normal Vesting Date two years after the Grant Date;

3

Attachments

  • Original document
  • Permalink

Disclaimer

Rank Group plc published this content on 14 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 September 2021 08:31:02 UTC.