Exhibit 4.13


 


VODAFONE GROUP PLC


 


and


 


Computershare
Trustees Limited


 


 


AMENDED
 & RESTATED TRUST DEED & RULES OF 

THE VODAFONE SHARE INCENTIVE PLAN











 


	Shareholders’ Approval	27 July 2000
	Directors’ Adoption	22 January 2002
	HMRC Approval	21 February 2002
	Extension approved by shareholders	27
    July 2010 and 28 July 2020
	HMRC Reference	A1514
	Expiry Date	
    28 July 2030 

     



 


 





 


Slaughter and May


One Bunhill Row


London EC1Y 8YY


 


 





567562709





 


 


Ref: PJC / IAB


 






    


     


    

 


Amended & Restated
Trust Deed and Rules of the Vodafone

Share Incentive Plan


 


These Amended and Restated Trust Deed and Rules of
the Vodafone Share Incentive Plan were made as a deed on the date set out at the end of this document between:


 


		(1)	Vodafone Group Plc (the “Company”); and



 


		(2)	Computershare Trustees Limited (the “Trustees”)



 


		1	Introduction



 


		(a)	The Vodafone Share Incentive Plan was initially established by a deed between the Company and the then
trustees of the Plan dated 15 February 2002 (the “First Deed”).



 


		(b)	The establishment of the Plan was approved by the Company’s shareholders on 27 July 2000 and
the extension of the Plan for a further ten years was then approved by the Company’s shareholders on 27 July 2010. The Plan
is due to terminate on 27 July 2020. At the Annual General Meeting on 28 July 2020,
the Company will seek the approval of its shareholders to the extension of the Plan for a further ten years from that date.



 


		(c)	Certain amendments to the Plan are desirable to take account of changes in legislation and practice.



 


		(d)	The Trustees are the current trustees of the Plan.



 


		2	Operative part



 


Under rule 16.2 of the First Deed,
the Trustees and the Company by this deed amend the original First Deed by deleting it in its entirety and replacing it with this deed
with effect from and subject to the extension of the Plan being approved by the Company’s shareholders.


 






    1


     


    

 


 





Part 1 - Definitions


 


		1	Meaning of words used



 


“Accumulation Period”
means the period during which a Participant’s Contributions for Purchased Shares are held prior to their allocation and which shall
not be longer than the period specified in paragraph 51(1) of Schedule 2 (currently 12 months).


 


“Associated Company”
means an associated company (within the meaning given by paragraph 94 of Schedule 2) of the Company.


 


“Award Day” means
the date on which Free or Matching Shares are awarded under the Plan.


 


“Award System” means
the system of calculating the number of Free Shares to be awarded from time to time, adopted by the Directors and which satisfies paragraph
9 of Schedule 2 (participation on same terms).


 


“Business Day” means
a day on which the London Stock Exchange is open for the transaction of business;


 


“Company” means Vodafone
Group Plc.


 


“Connected Share Incentive
Plan” means a Share Incentive Plan (other than the Plan) established by the Company or a connected company (as defined in paragraph
18 of Schedule 2) of the Company which satisfies the requirements of Schedule 2.


 


“Contributions” means
deductions made from a Participant’s Salary for the purpose of acquiring Purchased Shares.


 


“Control” has the
meaning given by Section 995 of the Income Tax Act 2007.


 


“Directors” means
the board of directors of the Company or a duly authorised committee of it.


 


“Dividend Shares”
means Shares which the Trustees acquire by reinvesting Participants’ cash dividends from their Plan Shares, as described in Rule 9.


 


“Employee” means
an employee of a Participating Company.


 


“Employment” means
employment by the Company or any Associated Company.


 


“Free Shares” means
Shares awarded to Participants without payment, as described in Rule 4.


 


“Group” means the
Company and Participating Companies.


 


“HMRC” means Her
Majesty’s Revenue & Customs.


 


“Holding Period”
means the period which the Directors set from time to time for holding Free and Matching Shares in the Plan, as described in Rule 4.2.


 


“ITEPA” means the
Income Tax (Earnings & Pensions) Act 2003.


 


“Listed” means where
Shares are listed on the London Stock Exchange.


 


“London Stock Exchange”
means London Stock Exchange plc.


 






    2


     


    

 


Part 1 - Definitions


 


“Market Value” means
on any day where Shares are Listed, subject to any other agreement made between the Trustees (with the consent of the Company) and HMRC
in accordance with paragraph 92 of Schedule 2:





 


		(i)	if, and only if, all the Shares acquired for an award are purchased on the London Stock Exchange on a
single Business Day, or over 5 or fewer consecutive Business Days ending on the day before the date of award or allocation and are awarded
or allocated to all Participants on the same day, the average of the prices paid by the Trustees for those Shares; and



 


		(ii)	in any other case the closing middle-market quotation (taken from the Daily Official List of the London
Stock Exchange) of a Share on the Business Day before that day or, if the Directors so determine, the average of the closing middle-market
quotations for the three Business Days before that day;



 


and where Shares are not so Listed the
market value of a Share determined in accordance with the provisions of Part VIII of the Taxation of Chargeable Gains Act 1992 and
agreed in advance with the Shares Valuation of HMRC.


 


“Matching Shares”
means Shares awarded without payment as described in Rule 8, in proportion to any Purchased Shares allocated to Participants.


 


“Method 1” means
the method described in paragraph 41 of Schedule 2.


 


“Method 2” means
the method described in paragraph 42 of Schedule 2.


 


“Participant” means
any Employee who has joined the Plan.


 


“Participating Company”
means an employer participating in the Plan being the Company and any Subsidiary which is so designated by the Directors.


 


“Performance Measures”
means targets set by the Directors from time to time, which meet the requirements of paragraph 27 of Schedule 2 and govern the availability
or number of Free Shares to be awarded under Rule 4.


 


“Plan” means the
Vodafone Share Incentive Plan, as changed from time to time.


 


“Plan Shares” mean
the Shares awarded or allocated to Participants under the Plan.


 


“Purchased Shares”
means Shares which the Trustees allocate to Participants in respect of sums deducted from their Salary as described in Rules 5, 6
and 7 (and correspond to Partnership Shares as defined in Schedule 2).


 


“Qualifying Company”
has the meaning given by paragraph 17 of Schedule 2.


 


“Reconstruction or Takeover”
means a transaction affecting any Shares as described in paragraph 86 of Schedule 2.


 


“Restriction” means
any contract, agreement, arrangement or condition which makes provision to which any of subsections (2) to (4) of section 423
of ITEPA would apply if the references in those subsections to the employment-related securities were to the Shares.


 


“Rules” means the
rules of the Plan.


 


“Salary” has the
meaning given by paragraph 43(4) of Schedule 2.


 


“Schedule 2” means
Schedule 2 to ITEPA.


 


“Share” means a share
in the capital of the Company, which meets the requirements of Part 4 of Schedule 2, and any security which forms part of any new
holding referred to in paragraph 86 of Schedule 2.


 









    3


     


    

 


Part 1 - Definitions


 





“Share Incentive Plan”
means an employees’ share scheme (within the meaning given by section 1166 of the Companies Act 2006) which satisfies the requirements
of Schedule 2.



 


“Subsidiary” means
a company which is a subsidiary of the Company (within the meaning given by section 1159 of the Companies Act 2006) and which is under
the Control of the Company.


 


“Trustees” means
the trustee or trustees for the time being of the Plan.


 






    4


     


    

 





Part 2 - Operation of the Plan and Joining
the Plan


 


		2	Operation of the Plan



 


		2.1	Purpose of the Plan



 


The purpose of the Plan is to help and
encourage the holding of Shares by Participants or for their benefit through a Share Incentive Plan.


 


The Trustees may achieve the purpose
of the Plan by applying the capital and income of the Plan assets to or for the benefit of Participants as described in the Rules.


 


Every Employee who is invited to participate
in the Plan must be invited on the same terms, and those who do participate must actually do so on the same terms, complying with paragraph
9 of Schedule 2.


 


		2.2	Time of operation



 


The Directors can only operate the
Plan between the date of its approval by the Company in general meeting on  28 July 2020
and the tenth anniversary of that date.


 


		3	Joining the Plan



 


		3.1	Invitations



 


Subject to Rule 3.2, whenever the
Directors decide to operate the Plan, they must invite all Employees who:


 


		3.1.1	are UK resident taxpayers (within the meaning given by paragraph 8(2) of Schedule 2); and



 


		3.1.2	have been employees of a Qualifying Company throughout any qualifying period of service.



 


They may also invite other Employees,
provided that, if there is a qualifying period of service, the Employees satisfy Rule 3.1.2.


 


		3.2	Prohibited invitations



 


However, the Directors must not invite
any Employee, in any tax year, who is to participate at the same time in any Connected Share Incentive Plan or would have so participated
but for the failure to meet a performance target.


 


The Trustees must maintain records of
Employees who have participated in the Plan or any Connected Share Incentive Plan.


 


		3.3	Form of invitation and application



 


The letters of invitation and the application
form to join the Plan must be made in the form agreed by the Directors and the Trustees.


 


The letter of invitation and application
form will, if applicable, specify whether, for that operation of the Plan, Free Shares and/or Purchased and Matching Shares may be acquired.
If Purchased Shares are available, the application form will comply with Rules 5.1 and 5.4. If Purchased Shares are available and
if there is an Accumulation Period, the application form will give details of the Accumulation Period.


 


		3.4	Qualifying period of service



 





The Directors may set a qualifying period
of service from time to time. If the Directors set such a period for any operation of the Plan, it must apply in relation to, and be the
same for, all Employees.


 






    5


     


    

 


Part 2 - Operation of the Plan and Joining the Plan





 


If Free Shares are offered, this period
can be up to 18 months, ending with the date of award of Free Shares.


 


If Purchased Shares are offered and
there is no Accumulation Period, the qualifying period can be up to 18 months, ending with the start of deductions from Salary under Rule 5.
If there is an Accumulation Period, the qualifying period can be up to 6 months, ending with the start of the relevant Accumulation Period.


 


		3.5	Return of application forms



 


		3.5.1	Subject to Rule 3.5.2, Employees invited to participate in the Plan and who wish to do so, must return
the signed application form to the Company by the date specified. By signing the form they agree to the terms and conditions of participation
set out in the form. Anyone who has not returned a signed form as required will not be awarded Free Shares and any right to acquire Partnership
or Matching Shares will lapse.



 


		3.5.2	In respect of Free Shares, the Directors may alternatively provide that an Employee who has been invited
to participate in the Plan will automatically receive Free Shares under the terms of the Plan unless the Employee elects not to receive
Free Shares within such period as the Directors may set, being not less than 25 days from the date of the invitation.



 


		3.6	Revoking applications



 


Before an Award Day, any Employee may
write to the Company and direct the Trustees not to award Free Shares to him on that Award Day or on each later Award Day. That Employee
may write to the Company to revoke this direction at any time provided that such written notice is given at least thirty working days
before that Award Day but must fulfil the requirements for joining for any future operations of the Plan and must complete an application
form.


 






    6


     


    




 


Part 3 - Free Shares


 


		4	Free Shares



 


		4.1	Limit



 


		4.1.1	If the Plan is operated to provide Free Shares, Free Shares awarded to each Employee participating in
the Plan must not have an initial market value of more than £3,600 in any tax year, or any greater amount specified for the purposes
of paragraph 35(1) of Schedule 2.



 


		4.1.2	Where, in a tax year, an Employee participating in the Plan has been awarded Free Shares and has, in the
same tax year, been awarded free shares under any Connected Share Incentive Plan, those free shares will count, for the purposes of this
Rule 4.1 as if they were Free Shares awarded under this Plan



 


		4.1.3	Initial market value means the Market Value of any Free Share on the Award Day. If there are any Restrictions
on any Free Shares, this is ignored when calculating Market Value.



 


		4.2	Terms relating to Free Shares



 


The Directors will set the following:


 


		4.2.1	the Award System for that operation of the Plan including any Performance Measures which apply, using
either Method 1 or Method 2; and



 


		4.2.2	the Holding Period, which must be at least three years but not more than five years beginning with the
Award Day, must be the same for all Free Shares being awarded and cannot be increased once set in relation to an Award.



 


During this Holding Period, Rule 10.4
applies in relation to the Free Shares.


 


		4.3	Notifying Participants of Performance Measures



 


If Performance Measures apply to the
availability or number of Free Shares, the Directors will as soon as reasonably practicable, write and tell:


 


		4.3.1	each Participant about the Performance Measures which will be used to calculate the number of Free Shares
awarded to him; and



 


		4.3.2	all Employees in general terms of the Performance Measures to be used to calculate the number of Free
Shares awarded to each Participant. But the Directors may exclude from such notice any information if they reasonably consider that to
disclose it would prejudice commercial confidentiality.



 


		4.4	Payments by Participating Companies and acquiring Shares



 


As soon as reasonably practicable after
setting the terms relating to the Free Shares, the Directors will write and tell each Participating Company of the amount it is required
to contribute for that operation of the Plan. Each Participating Company will pay to the Trustees this amount. The Trustees will use the
funds to purchase or subscribe for Shares, as agreed with the Directors.


 


		4.5	Awards of Free Shares









 


		4.5.1	The Trustees will award Free Shares to each Participant on the basis set out in the Award System and any
Performance Measures. If they award Free Shares to a Participant who is not an Employee on the Award Day, this award will not be valid.



 






    7


     


    

 


Part 3 - Free Shares


 


		4.5.2	As soon as reasonably practicable after the award of Free Shares, the Trustees will write and tell each
Participant of the award. The Trustees will include in the notification the number and description of the Free Shares, if the Free Shares
are subject to any Restriction, details of the Restriction, the Holding Period applying to the Free Shares and their Market Value on the
Award Day.



 


		4.6	Transfer of legal title



 


After the end of the Holding Period
the Participant may at any time direct the Trustees to transfer legal title of Free Shares and any related Dividend Shares to him, or
as he may direct.


 






    8


     


    




 


Part 4 - Purchased Shares


 


		5	Purchased Shares - general rules



 


		5.1	Application for Purchased Shares



 


If the Plan is operated to provide Purchased
Shares, Employees invited to invest in Purchased Shares (using deductions from Salaries) who wish to do so, must complete the relevant
section of the application form. This section will satisfy the requirements of Part 6 of Schedule 2 (partnership share agreement)
and will include the notice required under paragraph 48 of Schedule 2 (possible effect of deductions on state benefits). The invitation
must state the period, being not less than 14 days (or such other shorter period permitted by HMRC), within which the Employee must complete
the relevant section of the application form failing which the invitation will be deemed to have been declined.


 


The application form may be communicated
and completed in writing or by e-mail or by such other electronic means (for example over the internet or an intranet or through an interactive
voice response system) as the Directors may allow.


 


		5.2	Amount of Contributions



 


		5.2.1	Each Participating Company will calculate the amounts and times of Contributions for its Participants.



 


		5.2.2	Participants must not contribute more than the lower of:



 


		(i)	10% (or such lower percentage as the Directors may specify) of Salary for that tax year; or



 


		(ii)	£1,800 in any tax year; or



 


a greater percentage or amount specified
for the purposes of paragraph 46 of Schedule 2 from time to time.


 


		5.2.3	If Contributions exceed these limits, the excess amount will be repaid to the Participant as soon as reasonably
practicable, after deducting any PAYE and national insurance contributions due.



 


		5.2.4	If a Participant makes Contributions under this Plan in a tax year and, in the same tax year, has made
contributions under any Connected Share Incentive Plan, those Contributions will count, for the purposes of this Rule 5.2 as if they
were Contributions under this Plan.



 


		5.3	Minimum Contribution



 


The Directors may set from time to time
a minimum Contribution (i.e. a minimum amount which may be deducted on any one occasion) which will not be more than £10 (or such
other amount as may be permitted by paragraph 47 of Schedule 2 from time to time). If there is such a minimum limit, it will be set out
in the application form.


 


		5.4	Limit on Purchased Shares



 


The Directors may set from time to time
a limit on the number of Shares which may be acquired as Purchased Shares. If there is a limit, it will be set out in the application
form.


 






    9


     


    

 


Part 4 – Purchased Shares


 





		5.5	Scaling down






 


If there is a limit on the number of
Purchased Shares which may be acquired and the Contributions set out in the application forms exceed that number, the Directors will scale
down applications by taking any one or more of the following steps:



 





		5.5.1	reduce the excess over the set minimum Contributions proportionately;



 


		5.5.2	reduce all monthly Contributions to the set minimum sum;



 


		5.5.3	select applications to contribute the minimum sum by lot.



 


The Directors will notify Participants
of the scaling down and their application forms will be deemed changed or withdrawn.


 


		5.6	Holding Contributions



 


		5.6.1	The Participants’ Contributions will be transferred to the Trustees as soon as reasonably practicable.
The Trustees will hold the Contributions in an account with:



 


		(i)	a person falling within Section 991(2)(b) of the Income Tax Act 2007; or



 


		(ii)	a building society; or



 


		(iii)	a firm falling within Section 991(2)(c) of the Income Tax Act 2007.



 


		5.6.2	The account may, but need not, pay interest on Contributions held. If it does, the Trustees must account
to each Participant for the interest earned on his Contributions.



 


		5.6.3	The Trustees must pay to a Participant, after deducting any PAYE and national insurance contributions
due, any Contributions it holds if, before acquiring Purchased Shares on behalf of the Participant:



 


		(i)	they receive a termination notice under Rule 17 (Termination); or



 


		(ii)	HMRC notifies the Company that it has withdrawn the approval of the Plan under Schedule 2.



 


		5.7	Excess Contributions



 


If the Participant so agrees when completing
the application form, the Trustees may carry forward and add to the amount of the next deduction any Contributions not used to acquire
Shares. If there is no such agreement, the Trustees must pay the excess to the Participant, after deducting any PAYE and national insurance
contributions due, as soon as reasonably practicable.


 


		5.8	Accumulation Period



 


The Directors may determine from time
to time whether there will be an Accumulation Period.


 


If there is an Accumulation Period,
the start and end of the Accumulation Period must be set out in the application form. The period must start on or before the date of the
first deduction of Contributions. It must not exceed 12 months. The same Accumulation Period or periods must apply to all Participants
for each operation of the Plan.


 


If a Participant leaves Employment during
an Accumulation Period, the Trustees must pay to the Participant any Contributions they hold as soon as reasonably practicable (together
with interest, if payable, as described in Rule 5.6).


 


If, during the Accumulation Period,
a transaction occurs in relation to the Shares which results in a new holding of shares being equated with the Shares for the purposes
of capital gains tax purposes (“new shares”), then the Contributions held may be used at the end of the Accumulation
Period to acquire new shares. By completing the application form Participants agree to the acquisition of new shares.


 






    10


     


    

 


Part 4 – Purchased Shares


 


		5.9	Stopping, varying and re-starting deductions



 


A Participant may give written notice
to the Company to stop making deductions or to vary deductions from his Salary. A Participant may not vary deductions from his Salary
more than twice in any year unless the Directors so allow. He may also give written notice to the Company at any time that he wishes deductions
to re-start, but he may not make up any missed Contributions.


 


The Company will arrange for deductions
to stop or vary within 30 days of receiving the notice, unless the notice specifies a later date. The Company will arrange for deductions
to re-start by the next due date for deductions which is more than 30 days after receipt of the notice to restart.


 


		5.10	Return of Contributions



 


A Participant may at any time withdraw
from the agreement made at the time of joining the Plan in relation to Purchased Shares and ask for the return of any Contributions which
have not been used to acquire Purchased Shares by giving written notice to the Company. Unless a later date is specified in the notice
a notice of withdrawal will take effect 30 days after it is received by the Company. The Trustees must pay to the Participant any Contributions
they hold as soon as reasonably practicable (together with interest, if payable, as described in Rule 5.6) after the date that the
notice of withdrawal takes effect, after deducting any PAYE and national insurance contributions due.


 


		5.11	Allocation Eligibility Requirement



 


Purchased Shares may only be allocated
to an individual who is eligible to participate in the Plan at the following times:


 


		(i)	where there is no Accumulation Period at the time the related Contributions are deducted; and



 


		(ii)	where there is an Accumulation Period at the time of the first deduction of the related Contributions.



 


		5.12	Notification by Trustees



 


As soon as reasonably practicable after
the Trustees have allocated Purchased Shares to a Participant the Trustees will notify that Participant in writing. The notice will include
the number and description of the Purchased Shares, if the Purchased Shares are subject to any Restriction, details of the Restriction,
the amount of Contributions used to acquire the Shares and the basis on which the number of Shares was calculated including the Market
Value of the Shares on the date the Shares were acquired on their behalf.


 


		5.13	Access to Purchased Shares



 


A Participant, may at any time, take
out of the Plan any Purchased Shares acquired on his or her behalf. This is subject to the tax charge under Schedule 2. But a Participant
who takes out Purchased Shares within 3 years of their acquisition may lose any rights to Matching Shares in respect of them (see Rule 11.4).


 


A Participant may direct the Trustees
to transfer the Purchased Shares to him or any other person. He may also assign or charge his beneficial interest in the Purchased Shares.














 


		6	Purchased Shares - Accumulation Period



 


		6.1	Allocating shares - Accumulation Period



 


		6.1.1	If there is an Accumulation Period, the Trustees must allocate Purchased Shares to each Participant within
30 days after the end of that period.



 






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Part 4 – Purchased Shares





 


		6.1.2	The number of Shares allocated to each Participant will be calculated using:



 


		(i)	the Market Value of the Shares at the beginning of the Accumulation Period;



 


		(ii)	the Market Value on the date of allocation; or



 


		(iii)	the lower of (i) or (ii) above.



 


		6.1.3	The application form must specify which one of sub-paragraphs (i) to (iii) is to apply for the
purposes of that allocation.



 


		6.1.4	All Shares must be allocated on the same date.



 


		6.2	Restarting or varying Contributions



 


The Directors may determine whether
or not a Participant can restart or vary Contributions more than once within an Accumulation Period. If such a determination is made,
it will be set out in the application form.


 


		7	Purchased Shares - No Accumulation Period



 


		7.1	Allocating shares - no Accumulation Period



 


		7.1.1	If there is no Accumulation Period, the Trustees must allocate Purchased Shares to the Participants by
a date set by the Trustees. This date must be not later than 30 days after the last day on which the relevant deduction of Contributions
takes place.



 


		7.1.2	The number of Shares allocated to each Participant will be calculated using the Market Value on the date
of allocation.



 


		7.1.3	All Shares must be allocated on the same date.



 


		7.2	Ceasing Employment when no Accumulation Period



 


Where there is no Accumulation Period
and a Participant leaves Employment after a deduction of Contributions but before the Shares relating to such Contributions have been
allocated, the Participant will be treated as leaving Employment immediately after the Shares are allocated to them.


 






    12


     


    

  


Part 5 - Matching Shares


 


		8	Matching Shares



 


		8.1	Ratio of Matching Shares to Purchased Shares



 


If the Plan is operated to provide Matching
Shares, a Participant who invests in Purchased Shares is entitled to an award of Matching Shares. The Directors will set the ratio of
Matching Shares to Purchased Shares from time to time and the ratio which applies will be set out in the application form. The same ratio
must apply to all those who participate in the related acquisition of Purchased Shares.


 


The ratio cannot exceed 2 Matching Shares
to 1 Purchased Share (or such other limit as may be permitted by paragraph 60 of Schedule 2 from time to time).


 


The ratio may change in the circumstances
set out in the application form. The Directors will write and tell Participants if the ratio changes, before the acquisition of the related
Purchased Shares.


 


		8.2	Rights and restrictions



 


Matching Shares must be Shares of the
same class and carry the same rights as the Purchased Shares to which they relate.


 


The Holding Period as described under
Rules 4.2.2, 10.4 and 11 applies to the award of Matching Shares.


 


		8.3	Contributions from Participating Companies and acquiring Shares



 


The Directors will notify each Participating
Company of the amount it is required to contribute in relation to Matching Shares. Each Participating Company will pay this amount to
the Trustees and the Trustees will use the funds to purchase or subscribe for Shares, as agreed with the Directors.


 


		8.4	Awards of Matching Shares



 


The Trustees will award Matching Shares
to each Participant on the basis set out in the application form. The Trustees will award Matching Shares on the same day as it acquires
the related Purchased Shares on behalf of the Participant. Any award to a Participant who is not an Employee on the date of award will
not be valid.


 


		8.5	Notification of Awards



 


The notification requirements set out
in Rule 4.5.2 will apply to Matching Shares.


 


		8.6	Transfer of legal title



 


After the end of the Holding Period
the Participant may at any time direct the Trustees to transfer legal title of Matching Shares (and any related Dividend Shares) to him,
or as he may direct.


 






    13


     


    







 


Part 6 - Dividends


 


		9	Dividends



 


		9.1	Dividend Shares



 


The Directors may from time to time
decide that instead of Participants receiving dividends in cash:


 


		9.1.1	the Trustees must re-invest cash dividends they receive in respect of Plan Shares they hold on behalf
of Participants in additional Shares to be held on behalf of Participants; or



 


		9.1.2	the Trustees must re-invest cash dividends as set out in Rule 9.1.1 but only in respect of Plan Shares
of Participants who have chosen this by completing the relevant section on the application form.



 


A direction given to the Trustees under
Rule 9.1.1 or 9.1.2 must set out the information required by paragraph 62(1A) of Schedule 2.


 


If the Directors have not made such
decisions, the Trustees must pay over dividends to relevant Participants as soon as reasonably practicable.


 


		9.2	Allocating Dividend Shares



 


		9.2.1	The Trustees must allocate Dividend Shares by a date set by the Trustees. This date must be no later than
30 days after the date they receive the cash dividend.



 


		9.2.2	The number of Shares allocated to each Participant will be calculated using the Market Value on the date
of allocation.



 


		9.3	Cash dividends carried forward and paid



 


The Trustees may retain, carry forward
and add to the amount of the next cash dividend to be reinvested, the amount of any cash dividend which is not sufficient to acquire one
or more Dividend Shares. But the Trustees must keep these amounts separately identifiable and amounts derived from an earlier cash dividend
are treated as reinvested before an amount derived from a later cash dividend.


 


The Trustees must pay to the Participant,
as soon as reasonably practicable, any cash amounts retained as referred to above:


 


		9.3.1	if the Participant leaves Employment; or



 


		9.3.2	if they receive a termination notice under Rule 17.



 


When making the payment, the Trustees
will supply to the Participant the information specified in paragraph 80(4) of Schedule 2.


 


		9.4	Notification



 


As soon as reasonably practicable after
the Trustees have allocated any Dividend Shares to a Participant, they will write and tell that Participant. The Trustees will set out
the number and description of those Dividend Shares, if the Dividend Shares are subject to any Restriction, details of the Restriction,
their Market Value on the date on which they were acquired, and any cash dividends carried forward as described in Rule 9.3.


 


		9.5	Rights and restrictions









 


Dividend Shares must be shares of the
same class and carry the same rights as the Shares in respect of which the dividend is paid. They must not be subject to any forfeiture.


 


Rule 4.2.2 applies to Dividend
Shares but the Holding Period must be 3 years starting on the date the Trustees allocated the Dividend Shares as described in Rule 9.2.
Rules 10.4 and 10.7 also apply.


 






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Part 6 – Dividends


 


		9.6	Other dividends



 


			Cash dividends payable in respect of Plan Shares and not reinvested in Dividend Shares (for any
                                                                           reason) will belong to the relevant Participant. The Trustees will pay those dividends to the Participant as soon as reasonably
                                                                           practicable after receipt.



 


			The Trustees are not required to pay a Participant any interest earned on any dividend to which the
                                                                             Participant is entitled.



 


			The Trustees must hold unclaimed dividends for at least 12 years from the date of declaration of the
                                                                             dividend. If any dividends are unclaimed after this period, the Trustees may keep them and use them for the purposes of the
                                                                             Plan.



 


			Where any dividends received are foreign cash dividends within the meaning given by paragraph
                                                                             75(6) of Schedule 2 the Trustees will notify the Participant of the amount of any foreign tax deducted from the dividend before
                                                                             it was paid.



 


		9.7	Scrip dividends



 


			The Trustees may receive, following a direction from the Participant, Shares credited as fully paid
                                                                             in whole or in part instead of a cash dividend (a scrip dividend). These Shares will not form part of the Participant’s Plan
                                                                             Shares. The Trustees will take all reasonable steps to transfer such Shares to the Participant.



 






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		10	General rules about Shares



 


		10.1	Listing



 


			If and so long as Shares are admitted to listing on the Official List of the United Kingdom Listing
                                                                             Authority and to dealing on the London Stock Exchange, the Company will where relevant apply for listing of any Shares subscribed
                                                                             under the Plan as soon as reasonably practicable after their allotment.



 


		10.2	Rights



 


			Shares issued on subscription will rank equally in all respects with the Shares then in issue.
                                                                             However, the Directors may determine that they will not rank for any dividends or other distributions payable or made in respect of
                                                                             a period beginning before their date of issue.



 


			Where Shares are transferred they will have the benefit of all rights attaching to the Shares by
                                                                             reference to a record date on or after the date on which they are allocated or awarded.



 


			The Trustees may award Shares where a proportion of which rank for any dividend or other
                                                                             distribution or other rights attaching to Shares by reference to a record date preceding the relevant Award Day and a proportion of
                                                                             which do not. If this happens, the Trustees will award the Shares to each Participant as far as reasonably practicable in those same
                                                                             proportions.



 


		10.3	Acquisition of Shares



 


			The Company may from time to time ask the Trustees to acquire any number of Shares specified by it
                                                                             for award or allocation to Participants on a later operation of the Plan. If the Trustees agree to acquire Shares, the Company will
                                                                             ensure that the Trustees have sufficient funds to do so. The Trustees may also acquire Shares at any other time, if they have
                                                                             sufficient funds to do so. These Shares must satisfy the conditions specified in Part 4 of Schedule 2. Before any such Shares
                                                                             are awarded or allocated under the Plan, they will be held on general trusts for the purposes of the Plan.



 


		10.4	Restrictions on disposals of Shares



 


			The Participant must permit the Trustees to retain his Free Shares, Matching Shares and Dividend
                                                                           Shares throughout the Holding Period. He cannot assign, charge or dispose of his beneficial interests in the Shares in any way
                                                                           during this period, except as described in Rule 10.7 and if the Participant leaves employment as described in
                                                                           Rule 11.



 


		10.5	Plan limits



 


			The number of Shares which may be allotted under the Plan on any day must not, when added to the
                                                                           aggregate of the number of Shares which have been allotted in the previous 10 years under the Plan and any other employees’
                                                                           share scheme operated by the Company, exceed 10 per cent of the ordinary share capital of the Company in issue immediately before
                                                                           that day.



 


			In this Rule 10.5 “allotted” means, in the case of any share option scheme, the
                                                                           placing of unissued shares under option and, in relation to other types of employees’ share scheme, includes the issue of
                                                                           shares. For so long as this is required under institutional shareholder guidelines, for the purposes of the limit in this
                                                                           Rule 10.5, Shares are also “allotted” if they have been or may be transferred out of treasury for the purposes of
                                                                           satisfying any right granted under any employees’ share scheme operated by the Company. In determining the limit above no
                                                                           account shall be taken of any Shares where the right to acquire Shares was released or lapsed without being exercised.



 






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Part 7 – General Rules


 


		10.6	Voting



 


			The Trustees will invite Participants to direct them on the exercise of any voting rights attaching
                                                                           to Plan Shares held by the Trustees on their behalf. The Trustees will only be entitled to vote on a show of hands if all directions
                                                                           received from Participants who have given directions in respect of a particular resolution are identical. The Trustees will not be
                                                                           under any obligation to call for a poll. In the event of a poll the Trustees will follow the directions of Participants.



 


			The Trustees must not vote in respect of unallocated Shares or any Shares they hold under the Plan
                                                                           which have not been registered in their name.



 


		10.7	Offers



 


			The Participant (or anyone properly authorised) has the right to direct the Trustees on the
                                                                           appropriate action to take in relation to any right relating to a Participant’s Plan Shares to receive other shares,
                                                                           securities or rights of any description, and in relation to a Reconstruction or Takeover. The Trustees may not take any action
                                                                           without such a direction. If the Trustees are to be involved in any liability they may require an indemnity which they consider
                                                                           appropriate from the Participant.



 


			Where the Trustees sell rights in order to have enough funds to acquire shares and securities in a
                                                                           company, they will hold those shares or securities as Plan Shares, treated in the same way as the Shares to which they relate. But
                                                                           this only applies if the rights issue is offered in respect of all ordinary shares in the Company.



 


			On a Reconstruction or Takeover the Trustees will hold any new shares (as described in paragraph 87
                                                                           of Schedule 2) as Shares subject to the Plan, as if they were the original Shares.



 


		10.8	Fractional entitlements



 


			Where, following any offer described in Rule 10.7, the Trustees receive rights or securities,
                                                                           they will allocate them among the Participants concerned on a proportionate basis, rounding down if necessary. The Trustees will
                                                                           then add the fractions not allocated and sell the unallocated rights and securities. The Trustees will deduct all expenses of sale
                                                                           and applicable taxation from the proceeds of sale and distribute the net proceeds of sale proportionately among the Participants
                                                                           whose allocation was rounded down. However, if a Participant’s entitlement is under £3 the Trustees may retain that
                                                                           sum.



 


		10.9	Capital receipts and other amounts



 


			When the Trustees receive money which is a capital receipt (within the meaning given by
                                                                           Section 502 of ITEPA) or the proceeds of any disposal, they will transfer the sum to the Participant after complying with their
                                                                           PAYE obligations. The Trustees may, however, retain any sum under £3 due to any Participant.



 


			The Trustees must also pay over to each Participant any money or money’s worth relating to any
                                                                           of his Plan Shares, apart from money’s worth consisting of new shares as described in Rule 10.7. But the Trustees are
                                                                           entitled to retain any amounts needed to discharge their PAYE obligations, and cash dividends reinvested or carried forward under
                                                                           Rule 9.



 






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Part 7 – General Rules


 


		10.10	Tax liabilities



 


			The Trustees will maintain the necessary records to comply with their PAYE obligations and those of
                                                                           the Participating Companies so far as they relate to the Plan and in accordance with Section 510 of ITEPA pay to the relevant
                                                                           employing companies sufficient sums to enable them to discharge their obligations. The Trustees may withhold any amount and make any
                                                                           such arrangements which they consider necessary, including the sale of any of a Participant’s Shares, in order to make such
                                                                           payment.



 


			When a Participant becomes liable to tax under ITEPA or Chapter 3 or 4 of Part 4 of the Income
                                                                           Tax (Trading and Other Income) Act 2005 in relation to his Plan Shares, the Trustees must give the Participant any information
                                                                           relevant to determining that liability.



 


		11	Leaving the Plan



 


		11.1	Leaving Employment - general rule



 


			Subject to the remainder of this Rule 11, the Directors may decide that the Plan will operate
                                                                           on the basis that if a Participant leaves Employment for any reason, the Trustees will transfer the Participant’s Plan Shares
                                                                           to the Participant or as he may direct as soon as reasonably practicable and if no such direction is given by the Participant or no
                                                                           decision is made by the Directors, the Participant’s Plan Shares will be transferred by the Trustees to the Participant within
                                                                           90 days from the date that the Participant leaves Employment.



 


In the case of death references to Participants
are to their personal representatives.


 


		11.2	Forfeiture of Free Shares and Matching Shares



 


		11.2.1	The Directors may decide that a Participant who leaves Employment within a period specified by the Directors
(not exceeding 3 years) of the Award Day for such reason as they may specify (other than for those reasons set out in 11.2.2 below, and
subject to Rules 11.2.3 and 11.2.4) will lose any rights to receive Free Shares or Matching Shares (but not to any related Dividend
Shares). The period and the reason for leaving specified may be different for Free Shares and Matching Shares but will be the same for
all Shares included in the same award. The Directors’ decision must be the same in respect of all Shares subject to the same operation
of the Plan.



 


		11.2.2	If a Participant leaves Employment for one of the following reasons, the Free Shares and Matching Shares
will cease to be subject to the Plan on the date he leaves but he will not lose any rights to them and will be entitled to receive them
on leaving Employment. The reasons are:



 


		(i)	death;



 


		(ii)	injury;



 


		(iii)	disability;



 


		(iv)	redundancy within the meaning given by the Employment Rights Act 1996;



 


		(v)	retirement;



 






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Part 7 – General Rules


 


		(vi)	a relevant transfer within the meaning given by the Transfer of Undertakings (Protection of Employment)
Regulations 2006;



 


		(vii)	if the Participant is employed in an Associated Company, that company ceasing to be an Associated Company,
by reason of a change of control (as determined in accordance with Sections 450 and 451 of the Corporation Tax Act 2010); and



 


		(viii)	the Participant leaving Employment by reason only that that Employment relates to a business or part of
a business which is transferred to a person other than the Company or an Associated Company where the transfer is not a relevant transfer
within the meaning given by the Transfer of Undertakings (Protection of Employment) Regulations 2006.



 


		11.2.3	Unless the Directors determine otherwise on or before the Award Day, any forfeiture provision imposed
under the Plan will not apply to Free or Matching Shares on or following the acquisition of Control of the Company by a third party, other
than in circumstances where that party is a company and the shareholders of the acquiring company immediately after the acquisition are
substantially the same as those of the Company immediately before the acquisition.



 


		11.2.4	Unless the Directors determine otherwise on or before the Award Day of Matching Shares, any forfeiture
provision imposed under the Plan will not apply to Matching Shares on the withdrawal from the Plan of the Purchased Shares to which those
Matching Shares relate, where such withdrawal occurs on or following the acquisition of Control of the Company by a third party, other
than in circumstances where that party is a company and the shareholders of the acquiring company immediately after the acquisition are
substantially the same as those of the Company immediately before the acquisition.



 


		11.3	Leaving the Plan



 


			The Directors may also decide that where Shares are withdrawn from the Plan within the meaning given
                                                                           by paragraph 96 of Schedule 2 within a period specified by the Directors (not exceeding 3 years) of the acquisition or award of the
                                                                           Shares to him, a Participant will not be entitled to the relevant Free Shares or Matching Shares. The period specified may be
                                                                           different for Free and Matching Shares but will be the same for all Shares included in the same award.



 


		11.4	Taking out Purchased Shares



 


			The Directors may also decide that a Participant who takes out of the Plan any Purchased Shares
                                                                           under Rule 5.13, within a period specified by the Directors (not exceeding 3 years) of their acquisition, will not be entitled
                                                                           to any Matching Shares in respect of those Purchased Shares. The period specified must be the same for each award of Matching
                                                                           Shares.



 


		11.5	Trustees holding Shares



 


			Where a Participant loses any right to receive Shares under this Rule, the Trustees will hold those
                                                                           Shares on general trusts for the purposes of the Plan.



 






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Part 7 – General Rules


 


		11.6	Employment



 


			In this Rule 11, a Participant will not be regarded as leaving Employment if he remains in the
                                                                           employment of the Company or any Associated Company.



 


		12	General rules relating to the Plan



 


		12.1	Stamp duty



 


			The Trustees and the Company will agree who will bear costs and expenses in relation to the
                                                                           acquisition, allocation, award, and transfer of Shares under the Plan.



 


		12.2	Notices



 


			Any notice or other document which has to be given in connection with the Plan may be:



 


		12.2.1	delivered to a Participant or sent by post to him at his home address using the records of that Participant’s
employing company, or such other address as the Company or the Trustees consider appropriate; or



 


		12.2.2	sent by e-mail to any address which according to the records of his employing company is used by him (or
such other e-mail address as he may from time to time specify); or



 


		12.2.3	communicated electronically in such other manner (e.g. over the internet or an intranet or using an interactive
voice response system) as may be allowed by the Company and communicated to the Participant.



 


Any notice or other document which has
to be given to the Company or the Trustees in connection with the Plan may be:


 


		12.2.4	delivered or sent by post to them at their registered offices (or such other place as the Directors or
the Trustees may from time to time write and tell the Participants); or



 


		12.2.5	if the Directors allow and subject to such conditions as they may specify, sent by e-mail to the e-mail
address for the time being notified by the Company; or



 


		12.2.6	communicated electronically in such other manner (e.g. over the internet or an intranet or using an interactive
voice response system) as may be allowed by the Company and communicated to the Participant.



 


			Notices sent by post will be deemed to have been given on the second day following the date of
                                                                           posting. Notices sent by e-mail, in the absence of evidence to the contrary, will be deemed to have been received on the first day
                                                                           after sending.



 


		12.3	Documents sent to shareholders



 


			The Company may send to Participants copies of any documents or notices normally sent to the holders
                                                                           of its Shares, at the same time as issuing them to the holders of its Shares.



 


		12.4	Directors’ and Trustees’ decisions



 


			The decision of the Directors (or of the Trustees if the Directors so decide) in any dispute or
                                                                           question affecting any Employee or Participant will be final and binding on the parties concerned.



 






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Part 7 – General Rules


 


		12.5	Regulations



 


			The Directors and the Trustees will have the power from time to time to make or vary regulations for
                                                                           the administration and operation of the Plan, but these must be consistent with this Deed.



 


		12.6	Terms of employment



 


			Nothing in this Plan will form part of a person’s contract of employment. The rights and
                                                                           obligations of a person under the terms and conditions of his employment will not be affected by his participation in the Plan or
                                                                           the fact that he may be eligible to participate in it and nothing in these Rules will in any way be construed as imposing on a
                                                                           Participating Company or any Associated Company a contractual obligation as between that company and any person to offer
                                                                           participation in the Plan.



 


			No person will have any right to compensation or damages or any other sum or benefit in respect of
                                                                           his ceasing to participate, or ceasing to be eligible to participate, in the Plan or in respect of any loss or reduction of any
                                                                           rights or expectation under the Plan in any circumstances and participation in the Plan is permitted only on the basis that all or
                                                                           any such right as might otherwise arise is excluded and waived.



 


			Nothing in this Plan will confer any benefit on a person who is not a Participant and no such third
                                                                           party will have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Plan but this does not
                                                                           affect any right or remedy of a third party which exists or is available apart from that Act.



 


		12.7	Beneficiary who is incapable



 


			If the Trustees consider that a person cannot look after his affairs (because of illness,
                                                                           mental disorder, age or other reason) it may use any amounts or Shares due to that person for his or her benefit, or may pay or
                                                                           transfer them to some other person to do so. The receipt of the person to whom the Trustees make payments or transfer Shares will
                                                                           discharge the Trustees from any obligation in respect of the amounts or Shares concerned.



 


		12.8	Setting up costs



 


			The Company will pay the costs and expenses of the preparation and execution of the Rules.



 


		12.9	Pensionable benefits



 


			No benefits under the Plan are pensionable.



 


		12.10	Data Protection



 


			During the Participant’s participation in the Plan, the Company and its Associated Companies
                                                                           will have access to and process, or authorise the processing of, personal data (within the meaning given by the Data Protection Act
                                                                           2018, the EU General Data Protection Regulation 5419/16 and/or any implementing legislation (together, the “Data Protection
                                                                           Laws”)) held and controlled by the Company or any Associated Company and relating to the Company or any Associated
                                                                           Company’s employees or customers or other individuals. The Company and each Associated Company agree to comply with the terms
                                                                           of the Data Protection Laws, and the Company’s data protection policies issued from time to time, in relation to such
                                                                           data.



 


			The Company and any Associated Company and its employees and agents may from time to time hold,
                                                                           process and disclose the Participant’s personal data in accordance with the terms of the employee share plan privacy notice,
                                                                           the employee privacy notice and the data protection policy in force from time to time. The current versions of the applicable
                                                                           policies are available on the Company’s intranet page and on the online employee share plan portal (as applicable).



 






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		13	Assets of the Plan



 


		13.1	Assets held on trust



 


			The Trustees will hold all the payments they receive and the assets representing them from time to
                                                                           time and all income on trust for the purposes of the Plan. The Trustees may also accept gifts of cash and Shares which will be held
                                                                           on trust for the purposes of the Plan.



 


		13.2	Use of assets



 


			The Trustees may invest any moneys from time to time held by them and not immediately required for
                                                                           the purpose of the Plan in such manner as they may choose. The Trustees are not under a duty to invest trust property.



 


			The Trustees may borrow in order to acquire Shares for the purposes of the Plan or (but only after
                                                                             getting the written consent of the Company) any other purpose.



 


		13.3	Plan expenses



 


			The Trustees will pay the expenses of the Plan (including their own expenses incurred in attending
                                                                           to Plan business) from the Plan's assets, if the assets are sufficient and the Company decides in writing. If there is no such
                                                                           direction the expenses of the Plan will be met by the Participating Companies in proportion to the amounts paid by them under the
                                                                           Plan or (if the Trustees decide) in proportion to the number of Shares awarded to their Participants under the Plan in the related
                                                                           year, or in proportion to both.



 


		13.4	Trustees’ duties relating to Shares



 


			During the Holding Period, the Trustees may only sell or transfer any Free, Matching or Dividend
                                                                           Shares in the following circumstances:



 


		13.4.1	if a Participant instructs this as described in Rule 10.7; or



 


		13.4.2	to discharge their PAYE obligations under the Plan; or



 


		13.4.3	if they receive a termination notice as described in Rule 17.



 


		14	Trustees



 


		14.1	Appointment and removal



 


			The Company may appoint new or additional trustees or a body corporate as a sole trustee. The
                                                                           Company may also remove trustees.



 


			These powers will be exercised by resolution of the Directors. These powers may be exercised without
                                                                           giving a reason.



 


			There must be at least two trustees, except when there is a sole corporate trustee.



 


			All the trustees must be resident in the United Kingdom for United Kingdom tax purposes, at all
                                                                           times.



 






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Part 7 – General Rules


 


		14.2	Retirement



 


			A trustee may retire by giving to the Company written notice of his or her wish to retire. The
                                                                           notice will take effect at the expiry of 3 months after the date of the notice, or on any other date agreed with the Company. The
                                                                           retiring trustee need not give a reason for retiring and will not be responsible for any costs arising from his retirement. The
                                                                           retiring trustee will take the necessary action, as directed by the Company, to give effect to his retirement including delivering
                                                                           all documents which he or she has relating to the Plan. Any continuing trustee is authorised to effect the transfer of Plan assets
                                                                           on behalf of a retiring trustee.



 


		14.3	Exercise of powers



 


			If there is more than one trustee, the Trustees may act by majority vote, and may delegate powers
                                                                           duties or discretions to any persons and on any terms (including terms which allow the delegate to sub-delegate).



 


			The Trustees may allow any Shares to be registered in the name of an appointed nominee but these
                                                                           Shares must be registered in a designated account.



 


			Trustees who delegate powers or use a nominee are not divested of any responsibility under the
                                                                           Rules or under Schedule 2.



 


			The Trustees may at any time, and must if the Company so directs, revoke any delegation made under
                                                                           this Rule, or require any Plan assets held by another person to be returned to the Trustees, or both.



 


		14.4	Trustees’ charges



 


			A trustee who carries on a profession or business may charge for services provided on a basis agreed
                                                                           with the Company, as also may a company or firm in which a trustee is interested. These charges will also be paid from the Plan
                                                                           assets, if available, unless the Directors decide otherwise.



 


		14.5	Limit of liability



 


			A trustee will not be liable for any breach of trust except wilful wrongdoing (but a paid trustee
                                                                           will also be liable for negligence).



 


		14.6	Indemnity



 


			The Participating Companies will jointly and severally indemnify each trustee (except a paid
                                                                           trustee) against any expenses and liabilities which are incurred through acting as a trustee of the Plan but which cannot, for any
                                                                           reason, be met from the Plan’s assets. But this does not apply to expenses and liabilities which are incurred through wilful
                                                                           wrongdoing or covered by insurance under Rule 14.7. The indemnity in this Rule 14.6 is in addition to and without
                                                                           prejudice to the right which the Trustees have under general law and the Trustee Act 2000 to be indemnified out of the Plan’s
                                                                           assets.



 


		14.7	Insurance



 


			The Trustees may insure the Plan against any loss caused by it or any of its employees, officers,
                                                                           agents or delegates. They may also insure themselves and any of these persons against liability for breach of trust not involving
                                                                           wilful wrongdoing. Except in the case of a paid trustee the premiums may be paid from the Plan assets.



 


			If the Trustees are insured, they will waive the protection of Rule 14.5.



 






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Part 7 – General Rules


 


		14.8	Personal interest



 


			The Trustees, and any director, officer or employee of a corporation acting as trustee, may be
                                                                           interested in any securities of a Participating Company or any other company in which a Participating Company may be interested.
                                                                           Such person may enter into any contract with any such companies, and will not be liable to account for any profits obtained.



 


		14.9	PAYE obligations



 


			Where a PAYE obligation arises because any of a Participant’s Plan Shares cease to be subject
                                                                           to the Plan, the Trustees must meet that obligation by selling some or all of his Plan Shares unless the Participant pays to the
                                                                           Trustees a sum equal to the amount required to discharge the obligation.



 


			For these purposes:



 


		14.9.1	the reference to a PAYE obligation includes an obligation under Sections 510 and 511 of ITEPA and any
obligation to deduct national insurance contributions; and



 


		14.9.2	the reference to selling Shares includes the buying of the Shares by the Trustees for the purposes of
the Plan.



 


		15	Participating Companies



 


		15.1	Inclusion in the Plan



 


			An employer wishing to participate in the Plan must enter into a deed with the Company and the
                                                                           Trustees, agreeing to comply with the Rules.



 


		15.2	Ceasing to participate



 


			Any Participating Company will cease to participate in the Plan:



 


		15.2.1	when it ceases to be under the Control of the Company; or



 


		15.2.2	if and during any times when the Directors decide that the Plan will not apply to it. (But in making this
decision the Directors must ensure that the conditions in paragraph 10 of Schedule 2 are still satisfied. These conditions are that the
Plan must not have any features which may discourage certain employees from participating, and that the Plan cannot benefit mainly directors
or higher paid employees.)



 


		16	Changing the Rules



 


		16.1	HMRC approval



 


			The Directors and the Trustees may, together by deed at any time change the Rules. But if a key
                                                                           feature of the Plan is to be changed at a time when the Plan is certified by HMRC as a Share Incentive Plan and that change would
                                                                           mean that the Plan ceases to be a Share Incentive Plan, the change will not have effect until the Directors and the Trustees
                                                                           determine that it will take effect regardless of the fact that the Plan will no longer be a Share Incentive Plan.



 


			A “key feature” is any provision needed to comply with the requirements of Schedule
                                                                           2.



 


			The Directors and the Trustees must not make any change which would prevent achievement of the
                                                                           object of the Plan of helping and encouraging the holding of Shares by Participants or for their benefit.



 






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Part 7 – General Rules


 


			The power to change the Rules in this Rule 16.1 is also subject to the restrictions in
                                                                           Rule 16.2.



 


			The Directors must not make any changes to the Plan which would breach the rule against
                                                                           perpetuities (see Rule 17.4).



 


		16.2	Shareholders’ approval



 


		16.2.1	The Company in general meeting must approve in advance by ordinary resolution any proposed change to the
advantage of present or future Participants which relates to the following:



 


		(i)	the persons to or for whom Shares may be awarded under the Plan;



 


		(ii)	the limitations on the number of Shares which may be issued under the Plan;



 


		(iii)	the maximum entitlement for each Participant under the Plan;



 


		(iv)	the basis for determining each Participant’s entitlement to Shares;



 


		(v)	any rights attaching to the Shares;



 


		(vi)	the rights of Participants in the event of a capitalisation issue, rights issue, sub-division or consolidation
of shares or reduction or any other variation of capital of the Company;



 


		(vii)	the terms of this Rule 16.2.1.



 


			Some relaxations of the requirements in this Rule 16.2.1 are set out in Rule 16.2.2.



 


		16.2.2	The Directors need not obtain the approval of the Company in general meeting for any minor changes:



 


		(i)	to benefit the administration of the Plan;



 


		(ii)	which are necessary or desirable in order to obtain or maintain HMRC approval of the Plan under Schedule
2 or any other enactment;



 


		(iii)	to comply with or take account of the provisions of any proposed or existing legislation;



 


		(iv)	to take account of any changes to legislation; or



 


		(v)	to obtain or maintain favourable tax, exchange control or regulatory treatment of any Participating Company,
or any present or future Participant.



 


		17	Termination



 


		17.1	Termination notice



 


			The Company in general meeting or the Directors may at any time resolve to terminate the Plan. If
                                                                           they so resolve, they must issue a termination notice and give it without delay to:



 


		17.1.1	the Trustees; and



 


		17.1.2	Participants, and Employees who have completed valid application forms but have not been awarded any Shares
or been allocated Purchased Shares.



 






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Part 7 – General Rules


 


		17.2	Effect of termination notice



 


			Once the Trustees receive the termination notice, they must not award or acquire any more Shares on
                                                                           behalf of Participants.



 


			The Trustees must remove each Participant’s Plan Shares from the Plan by either transferring
                                                                           them or the proceeds of their sale to the Participant or as he or she may direct. (If the Participant has died, his or her personal
                                                                           representatives may give these instructions.) This should be done as soon as reasonably practicable once three months have passed
                                                                           from the date the termination notice was given under Rule 17.1. But the Trustees may delay the removal of Shares until this can
                                                                           be done without any liabilities to income tax under Sections 501 to 507 of ITEPA. The Trustees may also remove Plan Shares at an
                                                                           earlier time if the Participant agrees after receiving the termination notice.



 


			The Trustees must also pay to Participants, as soon as they receive the termination notice, any cash
                                                                           dividends they are holding (Rule 9.3) or any Contributions held during an Accumulation Period (Rule 5.8).



 


		17.3	Surplus assets



 


			Any surplus assets left after the Trustees have removed Plan Shares under Rule 17.2 will be
                                                                           paid to Participating Companies so far as reasonably practicable in proportion to the total amounts made by each of them to the
                                                                           Plan, but the Trustees may decide on payments in different proportions.



 


		17.4	Perpetuity period



 


			The perpetuity period relating to the Plan is 125 years starting from 27 July 2000.



 


			The end of the “perpetuity period” is the time by which Participants or other persons
                                                                              must have an interest in Shares, without risk of loss of any rights.



 


		18	Governing law



 


			English law governs the Plan and its administration.



 






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