Liontrust Asset Management : SAYE Option Plan Rules

RULES OF THE LIONTRUST ASSET MANAGEMENT PLC SAYE OPTION PLAN

Approved by an Ordinary Resolution of the Company on [insert date] 2023, adopted by the Board of Directors of the Company with effect from [insert date] 2023 and notified to HM Revenue & Customs under paragraph 40A of Schedule 3 to the Income Tax (Earnings and Pensions) Act 2003 on [insert date] 2023

CONTENTS

Clause		Page No
1.	Definitions	1
2.	Purpose of the Plan	6
3.	Application for Options	6
4.	Content of invitations to apply for Options	6
5.	Applications for Options	7
6.	Scaling down	8
7.	Grant of Options	9
8.	Source of Shares and limits	10
9.	Rights of exercise and lapse of Options	10
10.	Takeover, reconstruction, amalgamation and liquidation	12
11.	Manner of exercise	14
12.	Issue or transfer of Shares	14
13.	Variation of share capital	15
14.	Administration	15
15.	Amendments to these Rules	16
16.	General	17
17.	Data protection	18

RULES

of the

Liontrust Asset Management plc SAYE Option Plan

1. Definitions

1.1 In this Plan, the following words and expressions shall, where the context so admits, have the meanings set forth below:

"Acquiring Company"	has the meaning given in Rule 10.5;
"Appropriate Period"	the relevant period specified in paragraph 38(3) of Schedule
	3;
"Associated Company"	an associated company of the Company within the meaning
	that expression bears in paragraph 47 of Schedule 3;
"Board"	the board of directors for the time being of the Company or
	the directors present at a duly convened meeting of the
	directors or a duly appointed committee thereof at which a
	quorum is present;
"Bonus Date"	the earliest date on which a bonus is payable under the
	relevant Savings Contract;
"Committee"	the remuneration committee of the Board;
"the Company"	means Liontrust Asset Management plc (registered in
	England and Wales under No. 02954692);
"Constituent Company"	(a)	the Company; and
	(b)	any other company which is under the Control of the
		Company, is a Subsidiary of the Company and which
		has been expressly designated by the Committee as
		being a Constituent Company for the purposes of the
		Plan;
"Control"	has the meaning given in section 719 of ITEPA;
"Date of Adoption"	the date on which the Plan is adopted by the Board;
"Date of Approval"	the date on which the Plan is first approved by the Company
	in general meeting;
"Date of Grant"	the date on which an Option is granted;
"Date of Invitation"	a date on which invitations to apply for Options are, were, or
	are to be issued under the Plan;
"Dealing Day"	a day on which the London Stock Exchange is open for the
	transaction of business;
"Eligible Employee"	(a)	any person:
		(i) who is an employee (but not a director) of a

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Constituent Company or a Full-Time Director of a Constituent Company;

(ii) has been such an employee or Full-Time Director of a Constituent Company for such qualifying period (if any) (being a period commencing not earlier than 5 years prior to the Date of Grant) as the Committee may from time to time specify for

		the purposes of Rule 4.3.1; and
		(iii) whose earnings from the office or employment
		within (i) above are (or would be if there were
		any) general earnings to which section 15 of
		ITEPA applies (earnings for year when employee
		UK resident); and
	(b)	any other executive director or employee of any
		Constituent Company whom the Committee may in its
		absolute discretion and from time to time select;
"Employees' Share Scheme"	the meaning given by section 1166 of the Companies Act
	2006;
"Exercise Price"	the total amount payable in relation to the exercise of an
	Option, whether in whole or in part, being an amount equal to
	the relevant Option Price multiplied by the number of Shares
	in respect of which the Option is exercised;
"Expected Repayment"	means:
	(a)	in relation to any Option for which the Repaid Amount
		under the relevant Savings Contract will be taken as
		including a bonus, the aggregate of the maximum
		amount of contributions repayable under the Savings
		Contract and the amount of any bonus and/or interest
		payable under the Savings Contract at the Bonus Date;
		and
	(b)	in relation to any Option for which the Repaid Amount
		under the relevant Savings Contract will be taken not to
		include any bonus, the maximum amount of
		contributions repayable under the Savings Contract;
"Full-Time Director"	an employee who is a director of any Constituent Company and
	is required under his contract of employment to work for not less
	than 25 hours per week (excluding meal breaks) disregarding
	holiday entitlement;
"Group"	the Company and all of the Subsidiaries for the time being or,
	where the context so requires, any one or more of them (and
	"Group Company" shall be construed accordingly);
"HMRC"	HM Revenue and Customs;
"Issue or Reorganisation"	a capitalisation issue, rights issue, open offer, consolidation,
	sub-division or reduction or other variation of share capital by
	the Company;
"ITEPA"	the Income Tax (Earnings and Pensions) Act 2003;

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"Listing Rules"	the Listing Rules published by the Financial Conduct Authority
	(as amended from time to time);
"London Stock Exchange"	London Stock Exchange plc or its successor;
"Market Abuse Regulation"	the retained EU law version of the EU Market Abuse
	Regulation (596/2014) which applies in the UK following the
	end of the Brexit transition period;
"Market Value"	means either:
	(a)	on any day when Shares admitted to the Official List
		of the UK Listing Authority and traded on the London
		Stock Exchange, the closing middle market quotation
		of a Share on the immediately preceding Dealing Day
		as derived from the Daily Official List of the London
		Stock Exchange (or, if the Committee so determines,
		the average of such closing middle market quotations
		on the three Dealing Days immediately preceding that
		day); or
	(b)	on any day when Shares are not admitted to the
		Official List of the UK Listing Authority and/or not
		traded on the London Stock Exchange, the market
		value of a Share on that date determined in
		accordance with the provisions of Part 8 of the
		Taxation of Chargeable Gains Act 1992 and agreed in
		advance for the purposes of the Plan with the Shares
		and Assets Valuation department of HMRC,
	PROVIDED THAT, where on any day, a Share is subject to a
	Restriction, its Market Value shall be determined for the
	purposes of these Rules as if it was not subject to that
	Restriction;
"Maximum Contribution"	the lesser of:
	(a)	such maximum Monthly Contribution as may be
		permitted pursuant to paragraph 25 of Schedule 3; or
	(b)	such maximum Monthly Contribution as may be
		determined from time to time by the Committee;
"Monthly Contribution"	the monthly contribution agreed to be paid by a Participant
	under his Savings Contract (which, in the case of a Participant
	who wishes to make weekly contributions, will be deemed to
	be an amount equal to four such contributions as stated in the
	relevant application for an Option);
"New Option"	has the meaning given in Rule 10.5;
"Non-UK Company	has the meaning given in paragraph 47A of Schedule 3;
Reorganisation Arrangement"
"Option"	a right to acquire Shares under the Plan;
"Option Price"	the price per Share, as determined by the Committee, at
	which an Eligible Employee may acquire Shares upon the
	exercise of an Option granted to him, being not less than: