De La Rue : Rules of the De La Rue plc Investor Returns Plan 2023

De La Rue plc

RULES OF THE DE LA RUE PLC INVESTOR RETURNS PLAN

2023

Shareholder approval:	[7] September 2023
Directors' adoption:	[adoption date 2023]
Part A certified to HMRC:	[certification date 2024]
Expiry date:	[7] September 2033

SLAUGHTER AND MAY

One Bunhill Row

London EC1Y 8YY

Ref: PRL/IAB/CXUS

581248548

	Table of Contents
Contents	Page
PART A - Tax-approved Investor Returns Plan	1
1.	Purpose and definitions	1
2.	Grant of Tax-approved Options	5
3.	Limits	9
4.	Vesting and Release of Tax-approved Options	11
5.	Exercise of Tax-approved Options	13
6.	Recovery of Tax-approved Options	14
7.	Leaving the Group	17
8.	Adjustment of Options	18
9.	Takeovers and corporate events	19
10.	Exchange of Tax-approved Options	21
11.	Employee rights	22
12.	General	23
13.	Amending the Plan	25
14.	Governing law and jurisdiction	26
PART B - Tax-unapproved Investor Returns Plan	1
1.	Purpose and definitions	1
2.	Grant of Options	4
3.	Limits	7
4.	Vesting and Release of Options	10
5.	Consequences of Vesting and Release of Options	11
6.	Recovery of Options	13
7.	Leaving the Group	16
8.	Adjustment of Options	18

9.	Takeovers and corporate events	19
10.	Exchange of Options	21
11.	Employee rights	21
12.	General	22
13.	Amending the Plan	25
14.	Governing law and jurisdiction	26

1

PART A - Tax-approved Investor Returns Plan

Introduction

Part A of the Plan sets out the rules of the De La Rue plc Tax-Approved Investor Returns Plan (the "Tax-approvedIRP").

1. Purpose and definitions

1.1 Purpose

The Tax-approved IRP is intended to qualify as a Schedule 4 CSOP. The purpose of the Tax-approved IRP is to provide, in accordance with Schedule 4, benefits for employees and directors in the form of share options and the Tax-approved IRP must not provide benefits to employees of directors otherwise than in accordance with Schedule 4.

1.2 Definitions

In this Part A of these rules:

"Acquiring Company" has the meaning given to it by paragraph 26 of Schedule 4;

"Associate" has the meaning given to it by paragraph 12 of Schedule 4;

"Associated Company" has the meaning given to it paragraph 35 of Schedule 4;

"Business Day" means a day on which the London Stock Exchange (or, if relevant and if the Committee determines, any other stock exchange nominated by the Committee on which the Shares are traded) is open for the transaction of business;

"Close Company" has the meaning given to it by section 439 of the Corporation Tax Act 2010;

"Committee" means, subject to rule 9.7, the remuneration committee of the board of directors of the Company, or any committee or person duly authorised by it;

"Company" means De La Rue plc incorporated in England and Wales with registered number 03834125;

"Control" means, in relation to a body corporate, the power of a person to secure by means of the holding of shares or the possession of voting power in or in relation to that or any other body corporate, or as a result of any powers conferred by the articles of association, or other document regulating that or any other body corporate, that the affairs of the first mentioned body corporate are conducted in accordance with the wishes of that person;

"Controlling Company" has the meaning given to it by paragraph (b) or (c) of paragraph 16 of Schedule 4;

"Data Protection Laws" has the meaning given in rule 12.7.1;

2

"Dealing Restrictions" means any restrictions relating to dealing in Shares imposed by law, order, regulation, Government directive or any dealing code adopted by the Company;

"Directors' Remuneration Policy" means the Company's directors' remuneration policy within the meaning of section 421(2A) of the Companies Act 2006;

"Eligible Employee" means an individual who is:

1. an employee (other than a director) of a Participating Company; or
2. a director (other than a non-executive director) of a Participating Company who is contracted to work at least 25 hours per week for the Group (excluding meal breaks);

"Exercise Date" has the meaning given in rule 5.2.2;

"Exercise Period" means the period beginning on the Expected Vesting Date or, if there is a Holding Period, on the Expected Release Date and ending, in either case, subject to rule 7.3, on the tenth anniversary of the Grant Date (unless the Committee determines a shorter period under rule 2.8.9);

"Exercise Price" means such amount per Share as the Committee may determine, which must not be manifestly less than the higher of:

1. the nominal value of a Share; and
2. the Market Value of a Share,

on the Grant Date and which, subject to any adjustment in accordance with rule 8, a Participant must pay to exercise a Tax-approved Option;

"Expected Vesting Date" means the date specified under rule 2.8.6 on which the Tax- approved Option will normally Vest in accordance with the Plan rules;

"Expected Release Date" means the date specified under rule 2.8.7 on which the Tax- approved Option will normally be Released in accordance with the Plan rules;

"Expiry Date" means [7] September 2033, being the tenth anniversary of the date the Plan is approved by the Company's shareholders;

"Grant Date" means the date on which a Tax-approved Option is granted;

"Group" means the Participating Companies;

"Holding Period" means a period beginning on the Expected Vesting Date and ending on the Expected Release Date as determined by the Committee in accordance with rule 2.8.7;

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