Auto Trader : Rules of the Auto Trader Group plc Share Incentive Plan (as proposed to be amended and extended in 2024)

Marked-up to show the changes to proposed to shareholders in 2024

Approval Draft: 25.06.24

Auto Trader Group plc

SHARE INCENTIVE PLAN

Adopted by the board of the Company on 6 March 2015, conditional on Admission Amended by the Committee on [ ]2024 following the approval of shareholders on [19

September]2024 (and applicable to Awards granted after that date)

Expiry date: 23 March 2025[19 September]2034

The Plan is a discretionary benefit offered by the Auto Trader Group plc group for the benefit of its employees. Its main purpose is to increase the interest of employees in Auto Trader Group plc's long-term business goals and performance through share ownership. The Plan is an incentive for employees' future performance and commitment to the goals of the Auto Trader Group plc group.

Shares awarded or purchased under the Plan are not part of salary.

The board of Auto Trader Group plc shall have the right to decide, in its sole discretion, whether or not participation will be offered and to which employees the Plan will extend.

Participating in the Plan is an investment opportunity distinct from any employment contract. Participation in the Plan entails the risk associated with an investment. An individual who participates in the Plan is treated as being aware of such risks and accepts such risks of theirhisown free will.

The detailed rules for the Plan are set out in this document.

	CONTENTS
Rule		Page
1.	Definitions	3
2.	Purpose Of The Plan	7
3.	Eligibility	7
4.	Participation On Same Terms	8
5.	Limits	8
6.	Alterations	9
7.	Miscellaneous	10
PART A	13
8.	Free Shares	13
PART B	16
9.	Partnership Shares	16
PART C	21
10.	Matching Shares	21
PART D	23
11.	Dividend Shares	23
PART E	26
12.	Forfeiture	26
13.	Participant Ceasing To Be In Relevant Employment	27
PART F	28
14.	Company Reconstructions	28
15.	Rights Issues	29
PART G	30
16.	Paye Liability	30

1. DEFINITIONS

1.1 In the Plan, unless the context otherwise requires:

"Accumulation Period" means a period specified by the Board not exceeding twelve months during which the Trustees accumulate a Qualifying Employee's Partnership Share Money before acquiring Partnership Shares or repaying it to the employee;

"Acquisition Date" means:

1. in relation to Partnership Shares, where there is no Accumulation Period, the date set by the Trustees in relation to the Award, being a date not later than 30 days after the last date on which the Partnership Share Money to be applied in acquiring the Partnership Shares was deducted;
2. in relation to Partnership Shares, where there is an Accumulation Period, the date set by the Trustees in relation to the Award, being a date not later than 30 days after the end of the Accumulation Period which applies to the Award; and

1. in relation to Dividend Shares, the date set by the Trustees in relation to the acquisition of such Shares, being a date not later than 30 days after the dividend is received by them;

"Admission" means the admission of the issued ordinary share capital of the Company to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange;

"Associated Company" has the same meaning as in paragraph 94 of the Schedule;

"Award Date" means the date on which Free Shares or Matching Shares are awarded under the Plan;

"Award" means:

1. in relation to Free Shares and Matching Shares, the appropriation of Free Shares and Matching Shares under the Plan; and
2. in relation to Partnership Shares, the acquisition of Partnership Shares on behalf of Qualifying Employees under the Plan;

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

"the Company" means Auto Trader Group plc (registered in England and Wales with registered number 9439967);

"Connected Company" has the same meaning as in paragraph 18(3) of the Schedule;

"Control" has the same meaning as in section 995 ITA;

"CTA 2010" means the Corporation Tax Act 2010;

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

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"Dividend Shares" means Shares acquired on behalf of a Participant from the reinvestment of dividends under Part D of the Plan and which are subject to the Plan;

"Free Share Agreement" means an agreement relating to Free Shares awarded under the Plan;

"Free Shares" means Shares awarded under Part A of the Plan which are subject to the Plan;

"HMRC" means HM Revenue & Customs;

"Holding Period" means:

1. in relation to Free Shares, the period specified by the Board as mentioned in Rule 8.14 (Holding Period for Free Shares);
2. in relation to Matching Shares, the period specified by the Board as mentioned in Rule 10.4 (Holding Period for Matching Shares); and
3. in relation to Dividend Shares, the period of three years from the Acquisition Date;

"Initial Market Value" means the Market Value of a Share on an Award Date and, where the Share is subject to a Restriction, the Market Value shall be determined without reference to that Restriction;

"ITA" means the Income Tax Act 2007;

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

"ITTOIA" means the Income Tax (Trading and Other Income) Act 2005;

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

"Market Value" means on any day:

1. where all Shares comprising an Award are quoted on the Daily Official List of the London Stock Exchange and were purchased by the Trustees over five or fewer consecutive Dealing Days ending on the Award Date (or on the Dealing Day immediately preceding the Award Date), the price at which such Shares were purchased and, where Shares were purchased at different times and at different prices, the average of the prices paid by the Trustees in the purchase of those Shares; or
2. if the Shares to be awarded on that day were not purchased by the Trustees in accordance with paragraph (a) above and the Shares are quoted on the Daily Official List of the London Stock Exchange, the average of the middle market quotations of a Share as derived from that list on the five Dealing Days immediately preceding the Award Date; or
3. if the Shares have not been admitted to the Daily Official List of the London Stock Exchange, 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 for the purposes of the Plan with HMRC Shares and Assets Valuation on or before that day;

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"Matching Shares" means Shares awarded under Part C of the Plan and which are subject to the Plan;

"NICs" means National Insurance contributions;

"Participant" means an individual who has received an Award of Free Shares, Matching Shares or Partnership Shares, or on whose behalf Dividend Shares have been acquired;

"Participating Company" means the Company and any Subsidiary designated by the Board;

"Partnership Shares" means Shares awarded under Part B of the Plan and which are subject to the Plan;

"Partnership Share Agreement" means an agreement relating to Partnership Shares (and if appropriate Matching Shares) awarded under the Plan;

"Partnership Share Money" means money deducted from a Qualifying Employee's Salary pursuant to a Partnership Share Agreement and held by the Trustees to acquire Partnership Shares or to be returned to such a person;

"PAYE" means the requirements of Pay As You Earn as prescribed by Part 11 of ITEPA or PAYE regulations under section 684 ITEPA;

"Performance Allowances" means the criteria for an Award of Free Shares which determine:

1. whether Shares are awarded; and
2. the number or value of Shares awarded;

"Plan" means the Auto Trader Group plc Share Incentive Plan as amended from time to time;

"Plan Shares" means:

1. Free Shares or Matching Shares awarded to Participants;
2. Partnership Shares or Dividend Shares acquired on behalf of Participants; and
3. shares in relation to which paragraph 87(1) (company reconstructions: new shares) of the Schedule applies
   in each case that remain subject to the Plan;

"Plan Termination Notice" means a notice issued under paragraph 89 of the Schedule;

"Qualifying Company" has the same meaning as in paragraph 17 of the Schedule;

"Qualifying Corporate Bond" has the same meaning as in section 117 of the Taxation of Chargeable Gains Act 1992;

"Qualifying Employee" means an employee who must be invited to participate in an Award under Rule 3.5 and any employee who has been invited to participate under Rule 3.6;

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"Qualifying Period" means:

1. in the case of Free Shares, 18 months before the Award is made or such other period not exceeding that period as the Board may determine in relation to the Award;
2. in the case of Partnership Shares and Matching Shares where there is an Accumulation Period, 6 months before the start of the Accumulation Period or such other period not exceeding that period as the Board may determine in relation to the Award; and
3. in the case of Partnership Shares and Matching Shares where there is no Accumulation Period, 18 months before the deduction of Partnership Share Money relating to the Award or such other period not exceeding that period as the Board may determine in relation to the Award;

"Redundancy" has the same meaning as in the Employment Rights Act 1996;

"Relevant Employment" means employment by the Company or any Associated Company;

"Restriction" means any contract, agreement, arrangement or condition which falls within section 423(1)(a) ITEPA (Restricted securities);

"Rules" means the rules of the Plan;

"Salary" has the same meaning as in paragraph 43 of the Schedule;

"Schedule 2 SIP" means a share incentive plan which meets the requirements of Parts 2 to 9 of the Schedule;

"the Schedule" means Schedule 2 to ITEPA;

"Shares" means ordinary shares in the capital of the Company which comply with the conditions set out in paragraph 25 of the Schedule;

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

"Tax Year" means 6 April to 5 April inclusive;

"the Trust Deed" means the trust deed made between the Company and the Trustees in connection with the Plan;

"the Trustees" means the trustees or trustee for the time being of the Plan;

"the Trust Fund" means all assets transferred to the Trustees to be held on the terms of the Trust Deed and the assets from time to time representing such assets, including any accumulations of income;

"the Trust Period" means the period of 125 years beginning with the date of the Trust Deed; and

"UK Resident Taxpayer" has the same meaning as in paragraph 8(2) of the Schedule (employee resident in the UK).

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1. Expressions not defined in this Plan have the same meaning as they have in the Schedule and interpretive provisions in the Schedule and any interpretive provisions issued by HMRC shall apply in interpreting this Plan (except where the Plan expressly provides otherwise).
2. Any reference in the Plan to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted.
3. Expressions in italics, headings and any footnotes are for guidance only and do not form part of the Plan.

2. PURPOSE OF THE PLAN

2.1 The purpose of the Plan is to enable employees of Participating Companies to acquire Shares which give them a continuing stake in the Company.

3. ELIGIBILITY

General rule on eligibility

3.1 An individual is eligible to participate in an Award only if:

1. he isthey arean employee of a Participating Company;
2. he hasthey havebeen an employee of a Qualifying Company at all times during any Qualifying Period;
3. he isthey areso eligible on the relevant date(s) as set out in Rule 3.4 (Relevant dates of eligibility); and

1. he doesthey donot fail to be so eligible because he isthey areexcluded from participating under Rule 3.2 (Participation in more than one plan).

Participation in more than one plan

1. Individuals are not eligible to participate in an Award in any Tax Year if at the same time they are to participate in an award of shares under another Schedule 2 SIP established by the Company or a Connected Company or if they would have participated in such a Schedule 2 SIP but for failure to meet the relevant performance allowances for that plan.
2. If an individual participates in an Award under the Plan in a Tax Year in which he hasthey havealready participated in an award under one or more other Schedule 2 SIPs established by the Company or a Connected Company then:
3. 1. Rule 8.4 (Maximum annual Award of Free Shares); and
   2. Rule 9.3 (Maximum amount of Partnership Share Money deductions) apply as if the Plan and the other plan or plans were a single plan.

Relevant dates of eligibility

3.4 The relevant dates mentioned in Rule 3.1(c) (General rule on eligibility) are:

1. in the case of Free Shares, the date on which the Award of such shares is made;

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1. in the case of Partnership Shares or Matching Shares where there is no Accumulation Period, the date on which the Partnership Share Money relating to the Award is deducted; and
2. in the case of Partnership Shares or Matching Shares where there is an Accumulation Period, the date on which the Partnership Share Money relating to the Award is first deducted.

Employees who must be invited to participate in Awards

1. Subject to the Rules of the Plan, whenever the Board decides to invite individuals to participate in the Plan it must invite all individuals who meet the requirements in Rule 3.1 (General rule on eligibility) and are UK Resident Taxpayers.
   Employees who may be invited to participate in Awards
2. Whenever the Board decides to invite individuals to participate in the Plan, it may also invite any employee who meets the requirements in Rule 3.1 (General rule on eligibility) to participate in the Plan even if they are not a UK Resident Taxpayer.

4. PARTICIPATION ON SAME TERMS

1. Subject to Rule 8.6 (Awards of Free Shares subject to Performance Allowances), every Qualifying Employee who is invited to participate in the Plan shall be invited to participate on the same terms and those who do participate shall do so on the same terms.
2. The Company may make an Award of Free Shares to Qualifying Employees by reference to their remuneration, length of service or hours worked in accordance with paragraphs 9(3) and 9(4) of the Schedule (participation on same terms).

5. LIMITS

10 per cent in 10 years limit

1. An Award shall not be made in any calendar year if, at the time of its proposed Award Date (in the case of Free Shares or Matching Shares) or proposed Acquisition Date (in the case of Partnership Shares) it would cause the number of Shares allocated (as defined in Rule 5.2 (Meaning of "allocated")) on or after Admission andin the period of 10 calendar years ending with that calendar year under the Plan (other than in connection with Admission)or under any other employee share plan adopted by the Company to exceed such number as represents 10 per cent. of the ordinary share capital of the Company in issue at that time.
   Meaning of "allocated"
2. For the purposes of Rule 5.1 (10 per cent in 10 years limit):
3. 1. Shares are allocated:
   2. 1. when an option, award or other contractual right to acquire unissued Shares or treasury Shares is granted; or

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1. 1. where Shares are issued or treasury Shares are transferred otherwise than pursuant to an option, award or other contractual right to acquire Shares, when those Shares are issued or treasury Shares transferred;
2. any Shares which have been issued or which may be issued (or any Shares transferred out of treasury or which may be transferred out of treasury) to any trustees to satisfy the exercise of any option, award or other contractual right shall be treated as "allocated" unless they are already treated as allocated under this Rule; and
3. for the avoidance of doubt, existing Shares other than treasury Shares that are transferred or over which options, awards or other contractual rights are granted shall not count as "allocated".

Post-grant events affecting numbers of "allocated" Shares

5.3 For the purposes of Rule 5.2 (Meaning of "allocated") where:

1. any option, award or other contractual right to acquire unissued Shares or treasury Shares is released or lapses (whether in whole or in part); or
2. after the grant of an option, award or other contractual right the Board determines that:
3. 1. it shall be satisfied by the payment of cash equal to the gain made on its vesting or exercise; or
   2. it shall be satisfied by the transfer of existing Shares (other than Shares transferred out of treasury)

the unissued Shares or treasury Shares which consequently cease to be subject to the option, award or other contractual right shall not count as "allocated".

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

Changes to investor guidelines

5.4 Treasury Shares shall cease to count as "allocated" for the purposes of Rule 5.2 (Meaning of "allocated") if institutional investor guidelines cease to require such Shares to be so counted.

6. ALTERATIONS General rule

6.1 The Board may, with the Trustees' written consent, at any time alter the Plan in any respect.

Alterations to the advantage of Participants

6.2 Subject to Rule 6.3 (Minor administration amendments), no alteration to the advantage of the persons who participate or may participate in the Plan shall be made under Rule 6.1 (General rule) to the provisions concerning eligibility, the individual limits on participation, the overall limits on the issue of Shares or the transfer of treasury Shares under the Plan, the basis for determining a Participant's entitlement to, and terms of, Shares provided under the Plan and the

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adjustments that may be made following a rights issue or any other variation of capital without the prior approval by ordinary resolution of the members of the Company in general meeting.

Minor administration amendments

6.3 Rule 6.2 (Alterations to the advantage of Participants) shall not apply to any minor alteration to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants, the Company, the Trustees or any Subsidiary.

7. MISCELLANEOUS

Employment

1. The rights and obligations of any individual under the terms of histheiremployment with the Company or a Subsidiary shall not be affected by histheirparticipation in the Plan or any right which hetheymay have to participate in it. An individual who participates in the Plan shall by participating in the Plan waive any and all rights to compensation or damages in consequence of the termination of histheiremployment for any reason whatsoever (and regardless of whether such termination is lawful or unlawful) insofar as those rights arise or may arise from histheirceasing to have rights under the Plan as a result of such termination. Participation in the Plan shall not confer a right to continued employment upon any individual who participates in it. The making of an Award does not imply that any further Awards will be made or that any individual has a right to receive an Award.
   Remuneration
2. Except where required by law, no money or money's worth received by any individual under the Plan shall form part of histheirremuneration for any purpose whatsoever or shall be pensionable.
   Disputes and interpretation
3. In the event of any dispute or disagreement as to the interpretation of the Plan, or as to any question or right arising from or related to the Plan, the decision of the Board shall be final and binding upon all persons.
   Notices
4. Any notice or other communication under or in connection with the Plan may be given in such manner as the Board consider to be appropriate which may include by personal delivery, by email, intranet, text message or by post, in the case of a company to its registered office or to such other address notified for this purpose to the person giving the notice, and in the case of an individual to histheirlast known address, or, where he isthey arean employee of a Participating Company, either to histheirlast known postal address, to the postal address of the place of business at which he performsthey performthe whole or substantially the whole of the duties of histheiremployment or in the absence of there being such a place, the place of business to which regular correspondence in connection with histheiremployment is sent, or to histheirallocated corporate email intranet, text message or other electronic address. Unless otherwise stated in these Rules, where any such notice or other communication is given by a Qualifying Employee or Participant to the Company or the Trustees, it shall be effective only on receipt by the Company or, as the case may be, the Trustees.

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