1

Granting Restricted Share Units

2

Before Vesting

3

Vesting

4

What happens when Restricted Share Units Vest

5

Leaving employment

6

Corporate events

7

Malus and clawback

8

Changing the Plan and termination

9

General

10

Definitions

Schedule 1 Restricted Shares

Schedule 2 Restricted Cash Units

Schedule 3 US Schedule

Granting Restricted Share Units

Grantor

the Company; or

any other member of the Group.

Eligibility

Regulatory override

amend the Plan or the terms of the Restricted Share Unit under rule 8 (Changing the Plan and termination);

adjust (including to nil and/or retrospectively) the number of Shares or method for valuing Shares or amount of cash payable under the Restricted Share Unit; and/or

delay, and/or impose additional conditions on the Vesting or payment/settlement of a Restricted Share Unit.

Timing of grant

Subject to the rest of this rule, Restricted Share Units may be granted at any time.

No Restricted Share Units may be granted when grants are prevented by Dealing Restrictions.

No Restricted Share Units may be granted after 17 April 2035 or such earlier date as the Designated Corporate Officer may specify.

Terms of Restricted Share Units

whether the Restricted Share Unit is over Shares or ADSs;

the number of Shares subject to the Restricted Share Units or the basis on which the number of Shares subject to the Restricted Share Units will be calculated;

the terms of any Condition (including the Performance Period);

the date of Vesting;

the Grant Date;

whether or not the Restricted Share Unit carries a Dividend Equivalent (see rule 4.2 (Dividend Equivalent)); and

whether the Restricted Share Unit will be cash settled as described in rule 4.3 (Cash and Share alternative).

Conditions

The Designated Corporate Officer may decide that Vesting of a Restricted Share Unit will be conditional on the satisfaction of one or more conditions set by the Designated Corporate Officer on grant. The conditions may be linked to the performance of the Company, the Participant and/or any member of the Group or any other matter and may provide that the Restricted Share Unit will lapse to the extent they are not satisfied.

Where a Restricted Share Unit is subject to a Condition, the Designated Corporate Officer may change a Condition if anything happens which causes the Designated Corporate Officer to consider it appropriate to do so.

Documentation of Restricted Share Units

No payment

Administrative errors

Disclaimer of Restricted Share Unit

Limits on issue of new Shares

When calculating the limits in this rule 1.11, Shares will be ignored:

where the right to acquire them is released, declined, forfeited or lapses; or

which are committed to be issued under any Dividend Equivalent.

As long as so required by the Investment Association, Shares transferred from treasury to satisfy Awards are counted as a part of the ordinary share capital of the Company, and as New Issue Shares.

The precise method for calculating the limits in this rule 1.11 shall, subject to these rules, be determined by the Designated Corporate Officer from time to time in their discretion.

If the Grantor tries to grant a Restricted Share Unit which is inconsistent with this rule 1.11, the Restricted Share Unit will be limited and will take effect from the Grant Date on a basis consistent with this rule 1.11.

No Shares will be issued under the Plan if it would cause UK Listing Rule 6.2.22 (Shares in public hands) to be breached.

ADSs

Before Vesting

Voting and dividends

No transfer or hedging

to the transmission of a Restricted Share Unit on the death of a Participant to their personal representatives; or

to the assignment of a Restricted Share Unit, with the prior consent of the Designated Corporate Officer, subject to any terms and conditions the Designated Corporate Officer may impose.

Adjustment of Restricted Share Units

a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital;

a demerger (in whatever form) or exempt distribution by virtue of Section 1075 of the Corporation Tax Act 2010;

a special dividend or distribution, or

any other corporate event which might affect the current or future value of any Restricted Share Units,

Vesting

Satisfying conditions

Timing of Vesting

Delayed Vesting

the Participant is subject to any Investigation;

the Participant’s employment has terminated or is about to terminate in circumstances where it is not clear whether the Restricted Share Unit should lapse under rule 7 (Malus and clawback);

a matter which may otherwise involve or affect that Participant has been referred to the Designated Corporate Officer for review under rule 7 (Malus and clawback); or

the Designated Corporate Officer considers that it is necessary or appropriate to defer Vesting.

Lapse

What happens when Restricted Share Units Vest

Issue or transfer of Shares

Dividend Equivalent

Cash and Share alternative

The Grantor may, subject to the approval of the Designated Corporate Officer, decide to satisfy a Restricted Share Unit by paying an equivalent amount in cash (subject to rule 4.4 (Tax)).

Where a Participant becomes entitled to a cash payment under these rules, subject to the approval of the Designated Corporate Officer, the Grantor can satisfy that entitlement by issuing or transferring a number of Shares (subject to rule 4.4 (Tax)) which have an equivalent value.

The amount which is equivalent to the number of Shares or the amount of cash will be determined in the sole discretion of the Plan Administrator.

Tax

The Participant will be responsible for all taxes, social security contributions and other liabilities applicable to them arising out of or in connection with a Restricted Share Unit or the acquisition, holding or disposal of Shares or any interest in them or any changes in the rights or restrictions attached to them.

If the Grantor, any member of the Group or the trustee of any employee benefit trust has any liability to pay or account for any such tax, contribution, levy or charge, it will normally meet the liability by selling Shares to which the Participant becomes entitled on their behalf and using the proceeds to meet the liability. However, the Designated Corporate Officer may decide that the liability will, instead, be met by:

deducting the amount of the liability from any cash payment due under the Plan;

reducing the number of Shares to which the Participant would otherwise be entitled; and/or

deducting the amount from any payment of salary, bonus or other payment due to the Participant.

The Participant will enter into any elections required by the Designated Corporate Officer, including tax elections and/or elections to transfer any liability, or agreements to pay social security contributions.

Notwithstanding anything else in these rules, the Vesting of a Restricted Share Unit or the issue or transfer of Shares or any payment of cash may be delayed until the Participant has done all things reasonably required by the Designated Corporate Officer to give effect to this rule 4.4.

Career breaks

If a Participant is on a career break on the date that their Restricted Share Units would ordinarily Vest under the Plan, then unless the Designated Corporate Officer determines otherwise in any particular case, the Restricted Share Units will only Vest after the Designated Corporate Officer determines that the Participant has returned to normal employment at the end of the career break and has continued to be in his normal employment for a period of three months from the date of return, and in that period has not given notice of termination of employment. The Shares subject to the Restricted Share Units will be issued or transferred as soon as practicable after such determination. For the purposes of this rule, “career break” means an extended period of unpaid leave from normal work, without ceasing to be an Employee of any member of the Group, with the agreement of the Company, which is designated by the Designated Corporate Officer as a career break for the purposes of these rules.

Unless any of the reasons set out in rule 5.2 (Exceptions), 5.4 (Death), or 6.1 (Time of Vesting) apply, if the Participant ceases to be an employee or director of any member of the Group before having returned to normal employment at the end of the career break or during the three month period referred to in rule 4.5.1, then the Restricted Share Unit will lapse on cessation of employment. If any of the reasons set out in rule 5.2 (Exceptions) or 5.4 (Death) do apply, the Restricted Share Units will vest in accordance with those rules as soon as practicable after cessation of employment. If any of the reasons set out in rule 6.1 (Time of Vesting) apply, the Restricted Share Unit will Vest in accordance with that rule.

Overseas transfer

suffer a tax disadvantage in relation to their Restricted Share Units (this being shown to the satisfaction of the Designated Corporate Officer); or

become subject to restrictions on their ability to hold or deal in the Shares or the proceeds of the sale of the Shares acquired on Vesting because of the securities laws or exchange control laws of the country to which they are transferred,

Leaving employment

General rule on leaving employment

Exceptions

Subject to the rest of this rule 5.2 and rules 5.5 (Early Vesting), 4.5 (Career breaks) and 4.6 (Overseas transfer), a Restricted Share Unit will not lapse and the rules will continue to apply if a Participant leaves employment before Vesting due to:

ill-health, injury or disability, as established to the satisfaction of the Company;

the Participant’s employing company ceasing to be a member of the Group;

a transfer of the undertaking, or the part of the undertaking, in which the Participant works to a person which is not a member of the Group;

redundancy; and

any other reason, if the Designated Corporate Officer so decides in any particular case.

The Designated Corporate Officer must exercise any discretion provided for in rule 5.2.1(v) within 80 days after they become aware of the cessation of the relevant Participant’s employment and, where the discretion is not exercised in favour of the Participant, the Restricted Share Unit will be treated as having lapsed on the date of cessation.

Vesting of the Restricted Share Unit on or after leaving employment will be subject to any applicable Condition and any such additional conditions or requirements as the Designated Corporate Officer may impose.

Unless the Designated Corporate Officer decides otherwise and other than in the case where the Participant leaves employment due to ill-health, injury or disability within rule 5.2.1(i) above, the number of Shares in respect of which the Restricted Share Unit Vests will be reduced either: (i) to reflect the proportion of the Performance Period (or the period between the Grant Date and the normal Vesting date, as applicable) which had elapsed by the date the Participant leaves employment; or (ii) on any other basis as determined by the Designated Corporate Officer.

Exchange on a sale of employer

Death

If a Participant dies, their Restricted Share Unit will Vest subject to rule 5.4.2 on the date of death and where relevant will lapse as to the balance.

If the Restricted Share Unit is subject to a Condition, rule 5.5.2 will apply or the Designated Corporate Officer may decide to waive the Condition.

For the avoidance of doubt, the Designated Corporate Officer may decide to satisfy the Vesting of Restricted Share Units in cash calculated in accordance with rule 4.3 (Cash and Share alternative).

The Grantor will only arrange for Shares to be issued or transferred, or cash paid to the personal representatives of a deceased Participant if they have produced such evidence as the Designated Corporate Officer may require of their status as such. The receipt by any person who has produced such evidence will discharge the Grantor from any obligation to the Participant or their estate.

Early Vesting

If rule 5.2 (Exceptions) applies, the Designated Corporate Officer may decide that the Participant’s Restricted Share Unit will Vest, to the extent described in that rule, on the date of leaving employment or a later date determined by the Designated Corporate Officer.

In these circumstances, if the Restricted Share Unit is subject to any condition (including a Condition), the Designated Corporate Officer will determine the extent to which it is satisfied on the date of Vesting in accordance with its terms or, if not specified in those terms, they will estimate the extent to which it would be satisfied in such manner as they consider reasonable.

The Restricted Share Unit will lapse to the extent it does not Vest.

Subject to rule 5.6.2, a Participant will only be treated as “leaving employment” when they are no longer an Employee of any member of the Group, as determined by the Designated Corporate Officer, and may not be treated as leaving employment if they commence employment with a Member of the Group within one month (or such longer period as the Designated Corporate Officer may allow) of leaving.

The Designated Corporate Officer may decide that a Participant will be treated as leaving employment on the date they give or are given notice terminating their office or employment.

The Designated Corporate Officer may exercise any discretion under this rule 5 differently in relation to different Restricted Share Units held by the same Participant.

Corporate events

Time of Vesting

In the event of a Change of Control the Restricted Share Units Vest subject to rules 6.2 (Extent of Vesting) and 6.2.1.

If the Company is or may be affected by:

any demerger, delisting, distribution (other than an ordinary dividend) or other transaction which, in the opinion of the Designated Corporate Officer, might affect the current or future value of Restricted Share Units, or

any reverse takeover (not within rule 6.1.1 above), merger by way of a dual listed company or other significant corporate event, as determined by the Designated Corporate Officer,

Extent of Vesting

a Restricted Share Unit will Vest to the extent that any Condition has been met to the date of Vesting and subject to any such additional conditions as the Designated Corporate Officer may impose; and

unless the Designated Corporate Officer decides otherwise, the number of Shares in respect of which the Restricted Share Unit Vests will be reduced to reflect the proportion of the Performance Period (or the period between the Grant Date and the normal Vesting date, as applicable) which had elapsed by the date of Vesting or to such greater extent as they may determine.

Exchange

an offer to exchange Restricted Share Units is made and accepted by a Participant; or

the Designated Corporate Officer, with the consent of the Acquiring Company, decide before Change of Control that Restricted Share Units will be automatically exchanged; or

the Participant’s variable remuneration is subject to regulatory deferral requirements in accordance with applicable Remuneration Rules, unless the Designated Corporate Officer decides otherwise.

Designated Corporate Officer

Timing of exchange

Exchange terms

must confer a right to acquire shares in the Acquiring Company or another body corporate determined by the Acquiring Company unless the Designated Corporate Officer decides that the new Restricted Share Unit may instead confer a right to receive cash calculated by reference to the value of the existing Restricted Share Unit at the date of exchange under rule 6.5 (Timing of exchange);

must be equivalent, to the existing Restricted Share Unit, subject to rule 6.6.4;

is treated as having been granted at the same time as the existing Restricted Share Unit and, subject to rule 6.6.4, will Vest in the same manner and at the same time;

must:

be subject to a Condition which is, so far as possible, equivalent to any Condition applying to the existing Restricted Share Unit; or

not be subject to any Condition but be in respect of the number of shares which is equivalent to the number of Shares comprised in the existing Restricted Share Unit which would have Vested under rule 6.2 (Extent of Vesting) and Vest at the end of the original Performance Period or on the original date of Vesting set by the Designated Corporate Officer on the grant of the Restricted Share Units; and/or

be subject to such other terms as the Designated Corporate Officer considers appropriate in all the circumstances; and

be governed by the Plan as if references to Shares were references to the shares over which the new Restricted Share Units are granted and references to the Company were references to the Acquiring Company or the body corporate determined under rule 6.6.1 above.

Malus and clawback

Application of malus and clawback

any malus and/or clawback terms as set out at rule 7.2 (Minimum malus and clawback circumstances) below;

any malus and/or clawback terms of the Restricted Share Unit;

any policy that provides for malus or clawback as operated by any business unit and/or member of the Group from time to time; and

any contractual terms between the Participant and any member of the Group which provide for malus or clawback,

Minimum malus and clawback circumstances

The Participant has engaged in conduct (including, but not limited to, a violation of the Company’s code of conduct (as amended from time to time)) which the Designated Corporate Officer considers was contrary to the legitimate expectations of the Company for an Employee in the Participant’s position (or the position occupied by the Participant before they left the Group).

The performance of the Participant or the team, business area, member of the Group or profit centre in which the Participant works has fallen materially below the level expected at the time of grant of the Restricted Share Unit.

Results announced for any period have been restated or subsequently appeared materially financially inaccurate or misleading as determined by the Designated Corporate Officer.

A business unit or profit centre in which the Participant works or has worked has made a material financial loss as a result of circumstances that could reasonably have been risk-managed, and which leads to or is likely to create reputational damage to the Group.

Any team, business area, member of the Group or profit centre in which the Participant works or has worked has been the subject of any regulatory investigation or has been in breach of any laws, rules or codes of conduct applicable to it or the standards reasonably expected of it.

The Designated Corporate Officer determines that material reputational damage has been caused to the Group or any member of the Group for which the Participant is responsible or accountable and which could have been reasonably avoided or mitigated.

The Designated Corporate Officer determines that, as a result of any miscalculation or use of incorrect information by the Company or any member of the Group (or any of their directors, employees or agents), the benefit received or receivable by the individual on Vesting of a Restricted Share Unit would be, is or was incorrect.

The Designated Corporate Officer determines there has been a significant environmental / health & safety failure or other material risk management failure within the Group for which the Participant is responsible or accountable.

There has been a significant deterioration in the financial health of the Group or any member of the Group.

The Participant owes (for any reason, including as a debt) money to the Company or any member of the Group.

The Participant has ceased to be an Employee but has retained all or any portion of their Restricted Share Unit for any reason, and the Participant either joins a Competitor Organisation of any member of the Group, and/or solicits Employees of any member of the Group to exit their Group employment, within 12 months of ceasing to be an Employee. The Designated Corporate Officer will have the sole discretion to determine the definition of “Competitor Organisation”.

Any other event as a result of which the Designated Corporate Officer considers that the application of this rule is appropriate.

Malus

the Restricted Share Unit will lapse wholly or in part as they may determine; and/or

the Performance Period or the period from the Grant Date to the Vesting date set at grant for any Restricted Share Unit will be extended by such period as they may determine; and/or

if the Restricted Share Unit has already Vested but Shares have not yet been released (because of, for example, any Dealing Restrictions), a reduced number of Shares as determined by the Designated Corporate Officer (including nil) will be released to the Participant.

Clawback

any Restricted Share Unit, bonus or other benefit which might have been granted, Vested or paid to the Participant under this or any other arrangement will be reduced, be treated as never having been awarded or will not Vest; and/or

to the extent permitted by law, any amount payable in respect of the clawback may be deducted from any amount that is otherwise payable to the Participant by any member of the Group, including salary or bonus.

General

The Designated Corporate Officer may reduce the number of Shares subject to any Restricted Share Unit, or lapse a Restricted Share Unit in full, to give effect to the operation of malus and/or clawback pursuant to any other incentive arrangement operated by any member of the Group.

Malus and/or clawback may be applied differently for different Participants or for different Restricted Share Units held by the same Participant in relation to the same event.

The Designated Corporate Officer will notify the Participant of any application of malus or clawback.

Without limiting rule 9.1 (Terms of employment), the Participant will not be entitled to any compensation in respect of any application of malus or clawback.

Changing the Plan and termination

Designated Corporate Officer’s powers

to the disadvantage of the Participant; or

to the advantage of the Participant but only if the Plan would permit a new Restricted Share Unit to be granted on those changed terms.

Shareholder approval

Except as described in rules 8.1 (Designated Corporate Officer’s powers) and 8.2.2, the Company in a general meeting must approve in advance by ordinary resolution any proposed change to the Plan to the advantage of present or future Participants, which relates to:

the Participants;

the limits on the number of Shares, cash or other benefits subject to the Plan;

the basis for determining a Participant’s entitlement to, and the terms of, securities, cash or other benefit to be provided and for the adjustment thereof (if any) if there is a capitalisation issue, rights issue or open offer, sub-division or consolidation of shares or reduction of capital or any other variation of capital; or

the terms of this rule 8.2.1.

The Designated Corporate Officer can change the Plan (and/or any existing Restricted Share Unit already granted) and need not obtain the approval of the Company in general meeting for any changes to a Condition in accordance with rule 1.6 (Conditions) or for any minor changes:

to benefit the administration of the Plan;

to comply with or take account of the provisions of any proposed or existing legislation or regulation;

to take account of any changes to legislation or regulation; or

to obtain or maintain favourable tax, exchange control or regulatory treatment of the Company, any Subsidiary or any present or future Participant.

The Company in general meeting must approve in advance by ordinary resolution any proposed change to rule 1.11 (Limits on issue of new Shares).

Employees’ share scheme

Notice

Termination

General

Terms of employment

For the purposes of this rule 9.1, “Employee” means any person who is or will be eligible to be a Participant, or any other person.

This rule applies:

whether the Company has full discretion in the operation of the Plan, or whether the Company could be regarded as being subject to any obligations in the operation of the Plan;

during an Employee’s employment or employment relationship with any member of the Group; and

after the termination of an Employee’s employment or employment relationship, whether the termination is lawful or unlawful.

Nothing in the rules or the operation of the Plan forms part of the contract of employment or employment relationship of an Employee. The rights and obligations arising from the employment relationship between the Employee and the Company or any Member of the Group are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment or a continued employment relationship.

The grant of Restricted Share Units on a particular basis in any year does not create any right to or expectation of the grant of Restricted Share Units on the same basis, or at all, in any future year.

The benefit to an Employee of participating in the Plan shall not form any contractual right and shall not be pensionable or benefit bearing.

No Employee has a right to participate in the Plan, or be considered for participation in it, at a particular level or at all. Participation in one operation of the Plan does not imply any right to participate, or to be considered for participation in any later operation of the Plan.

Without prejudice to an Employee’s right in respect of Restricted Share Units, including their Vesting, subject to and in accordance with the express terms of the Plan, no Employee has any rights in respect of the exercise or omission to exercise any discretion, or the making or omission to make any decision, relating to the Restricted Share Units or their Vesting. Any and all discretions, decisions or omissions relating to the Restricted Share Units or their Vesting may operate to the disadvantage of the Employee, even if this could be regarded as capricious or unreasonable, or could be regarded as in breach of any implied term between the Employee and their employer, including any implied duty of trust and confidence. Any such implied term is excluded and overridden by this rule.

No Employee has any right to compensation for any loss in relation to the Plan, including:

any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of employment or the employment relationship);

any exercise of a discretion or a decision taken in relation to Restricted Share Units or to the Plan, or any failure to exercise a discretion or take a decision; and

the operation, suspension, termination or amendment of the Plan, or any grant of Restricted Share Units or their Vesting or release.

Participation in the Plan is permitted only on the basis that the Participant accepts all the provisions of its rules, including in particular this rule. By participating in the Plan, an Employee waives all rights under the Plan, other than the right to acquire Shares subject to and in accordance with the express terms of the Plan and any applicable conditions (or Conditions), in consideration for, and as a condition of, the grant of Restricted Share Units under the Plan.

Each of the provisions of this rule is entirely separate and independent from each of the other provisions. If any provision is found to be invalid then it will be deemed never to have been part of these rules and to the extent that it is possible to do so, this will not affect the validity or enforceability of any of the remaining provisions.

Designated Corporate Officer’s decisions final and binding

Third party rights

Documents sent to shareholders

Costs

Employee trust

Data protection

Subject to rule 9.7.3, by participating in the Plan and accepting a Restricted Share Unit, the Participant consents to the holding and processing of personal information provided by the Participant to any member of the Group, trustee or third party service provider, for all purposes relating to the operation of the Plan. These include, but are not limited to:

administering and maintaining Participant records;

providing information to Members of the Group, trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;

providing information to future purchasers or merger partners of the Company, the Participant’s employing company, or the business in which the Participant works; and

transferring information about the Participant to a country or territory that may not provide the same statutory protection for the information as the Participant’s home country.

The Participant is entitled to a copy of the personal information held about them (subject to payment of any fee set by the Designated Corporate Officer where charging such a fee would be lawful). If anything is inaccurate, the Participant has the right to have it corrected.

The basis for any processing of personal information about the Participant under the EU’s General Data Protection Regulation (2016/679) (“GDPR”) (or any successor laws, including its incorporation into UK law as the UK GDPR) is set out in the Company’s Fair Processing Notice on people@bp as well as the Privacy Notices held by the Plan Administrators. The Fair Processing Notice and Privacy Notices also contain details about how the Participant’s personal information is processed and the Participant’s rights in relation to that information. The Participant has a right to review the Fair Processing Notice and Privacy Notices.

Consents

Share rights

Listing

Payment of nominal value

Separate provisions

Each of the provisions of these rules is entirely separate and independent from each of the other provisions. If any provision of any rule is found to be invalid, illegal or unenforceable, in whole or in part, in relation to a Restricted Share Unit or a Participant, the provision shall apply to that Restricted Share Unit or Participant with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties.

To the extent it is not possible to delete or modify the provision, in whole or in part then such provision or part of it will be deemed, to the extent that it is illegal, invalid or unenforceable, never to have been part of these rules in relation to that Restricted Share Unit or that Participant and to the extent that it is possible to do so, this will not affect the validity or enforceability of any of the remaining provisions of that or any other rule.

Notices

Any information or notice to a person who is or will be eligible to be a Participant under or in connection with the Plan may be posted, or sent by electronic means, in such manner to such address as the Company considers appropriate, including publication on any website.

Any information or notice to the Company or other duly appointed agent under or in connection with the Plan may be sent by post or by electronic means to it at its registered office or such other place, and by such other means, as the Designated Corporate Officer or duly appointed agent may decide and notify to Participants.

Notices sent by post will be deemed to have been given on the second day after the date of posting. However, notices sent by or to a Participant who is working overseas will be deemed to have been given on the seventh day after the date of posting. Notices sent by electronic means, in the absence of evidence to the contrary, will be deemed to have been received on the day after sending.

Governing law and jurisdiction

Definitions

a person (or group of persons acting in concert) obtaining control (within the meaning of Section 995 of the Income Tax Act 2007) of the Company as the result of a general offer to acquire Shares becoming or being declared wholly unconditional; or

a court sanctioning a compromise or arrangement in connection with the acquisition of Shares under Section 895 of the Companies Act 2006 or equivalent procedure under local legislation pursuant to which a person (or group of persons) obtain control (within the meaning of Section 995 of the Income Tax Act 2007) of the Company; or

if the Designated Corporate Officer, in their discretion so decide, a person (or a group of persons acting in concert) obtaining control (within the meaning of Section 995 of the Income Tax Act 2007) of the Company in any other way;

the Company;

its Subsidiaries from time to time; or

any other company which is associated with the Company and is so designated by the Designated Corporate Officer and, for the avoidance of doubt, a company may be treated as an associated company for some purposes or in relation to some Participants but not in relation to others;

Rules

Terms of Restricted Shares

Restricted Share Agreement

Transfer of Restricted Shares

Rights

Documents and elections

The Participant must sign any documentation, including a power of attorney or blank stock transfer form, requested by the Grantor. If he or she does not do so within a period specified by the Grantor, the Restricted Shares will lapse at the end of that period. The Grantor may retain the share certificates relating to any Restricted Shares.

The Participant must enter into any tax elections required by the Grantor. If he or she does not do so within a period specified by the Grantor, the Restricted Shares will lapse at the end of that period.

Adjustment of Restricted Shares

Subject to the Restricted Share Agreement, a Participant will have the same rights as any other shareholders in respect of Restricted Shares where there is a variation or other event of the sort described in rule 2.3 (Adjustment of Restricted Share Units) of the Plan. Any shares, securities or rights allotted to a Participant as a result of such an event will be:

treated as if they were granted to the Participant under the Plan in the same way and at the same time as the Restricted Shares in respect of which the rights were conferred; and

subject to the rules of the Plan, as modified by this Schedule 1, and the terms of the Restricted Share Agreement.

Lapse of Restricted Shares

Vesting of Restricted Shares

Cash alternative

Definitions

Rules

Definition

Restricted Cash Units

No rights as shareholders

Payments of cash

a US citizen;

a US permanent resident (as may be evidenced by a so-called “green card” and/or participation in a US tax-qualified pension plan sponsored by a member of the Group);

a non-US citizen who is posted to the United States on or after Vesting and who is (or expected to become) subject to US taxation as a resident alien; or

a non-US citizen subject to US taxation, including a non-resident alien taxpayer of the United States, but only to the extent that his or her participation in the Plan gives rise to income or deemed income from a US source subject to taxation under the Internal Revenue Code of 1986, as amended (the “Code”).