IG : 2023 Sustained Performance Plan

IG Group Holdings PLC

IG GROUP 2023 SUSTAINED PERFORMANCE PLAN

Approved by the shareholders of the Company on [●]2023

Adopted by the Board of the Company on [●] 2023

5. ANNUAL AWARDS: PERFORMANCE AGAINST PRE-GRANT PERFORMANCE

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DEFINITIONS AND INTERPRETATION

1.1 In this Plan, unless the context otherwise requires:

"Annual Award" means an Award which is designated on the Grant Date as an Annual Award and Vests as set out in Rule 7 (Normal Vesting of Awards);

"Award" means an Annual Award and/or a Long-Term Award, which may be granted as an Option, a Conditional Award or in cash;

"Award Shares" means the number of Shares comprised within an Award as at its Grant Date;

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

"Committee" means the remuneration committee of the Board or, on and after the occurrence of a corporate event described in Rule 14 (Takeovers and other corporate events), the remuneration committee of the Board as constituted immediately before such event occurs;

"Company" means IG Group Holdings PLC (registered in England and Wales with registered number 04677092);

"Conditional Award" means a conditional right to acquire Shares granted under the Plan which is designated as a Conditional Award by the Committee under Rule 3.2 (Type of Award);

"Control" means control within the meaning of section 719 of ITEPA;

"Dealing Restrictions" means restrictions imposed by the Company's share dealing code, the Listing Rules, the MAR or any other laws or regulations that impose restrictions on share dealing;

"Exercise Period" means the period referred to in Rule 9.1 (Options) during which an Option may be exercised;

"Executive Director" means an executive director of the Company; "Financial Year" means a financial year of the Company;

"Grant Date" means the date on which an Award is granted; "Group Member" means:

1. a Participating Company or a body corporate which is the Company's holding company (within the meaning of section 1159 of the Companies Act 2006) or a Subsidiary of the Company's holding company;
2. a body corporate which is a subsidiary undertaking (within the meaning of section 1162 of that Act) of a body corporate within paragraph (a) above and has been designated by the Committee for this purpose; and

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1. any other body corporate in relation to which a body corporate within paragraph (a) or (b) above is able (whether directly or indirectly) to exercise 20% or more of its equity voting rights and has been designated by the Committee for this purpose;

"IFD Material Risk Taker" means an employee whom the Company has identified as a material risk taker pursuant to the Investment Firm Directive ((EU) 2019/2034);

"IFPR Material Risk Taker" means an employee whom the Company has identified as a material risk taker pursuant to SYSC 19G.5 of the MIFIDPRU Remuneration Code;

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

"Listing Rules" means the Listing Rules published by the United Kingdom Listing Authority;

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

"Long-TermAward" means an Award which is designated on the Grant Date as a Long-Term Award and Vests as set out in Rule 7 (Normal Vesting of Awards);

"Material Risk Taker" means an IFD Material Risk Taker or an IFPR Material Risk Taker;

"Normal Vesting Profile and Timetable" means such normal vesting profile and timetable specified for an Award pursuant to Rule 7 (Normal Vesting of Awards);

"Option" means a conditional right to acquire Shares which is designated as an Option by the Committee under Rule 3.2 (Type of Award);

"Option Price" means the amount, if any, payable on the exercise of an Option;

"Participant" means a person who holds an Award including their personal representatives save as otherwise referred to in the Plan;

"Participating Company" means the Company or any Subsidiary of the Company;

"Performance Period" means the period over which a Post-Grant Performance Target will be measured which, unless the Committee determines otherwise, will be at least three years;

"Plan" means the IG Group 2023 Sustained Performance Plan as amended from time to time;

"Plan Year" means the relevant Financial Year in connection with which Awards are being considered for grant or were granted as the context requires;

"Post-GrantPerformance Target" means any one or more condition, measure, target (whether on an individual basis or otherwise) or conditions imposed under Rule 6 (Long-TermAwards: Post-GrantPerformance Target) that relates to performance;

"Pre-GrantPerformance Target" means such pre-grant targets as the Committee specifies in relation to the relevant Annual Awards being considered for grant in relation to a Plan Year for the purposes of the Plan from time to time;

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"Recovery Period" means the period from the Grant Date to the fifth anniversary of an Award's Grant Date;

"Retention Period" means the period starting on the Vesting date of an Award during which the Participant shall be required to hold the Shares issued or transferred to the Participant following Vesting (other than any Shares required to be sold to pay any Tax Liability arising on Vesting);

"Rule" means a Rule of the Plan;

"Shares" means fully paid ordinary shares in the capital of the Company;

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

"Tax Liability" means any tax, social security contributions, levy, charge or other payroll deductions required by law arising out of or in connection with an Award for which the Participant is liable (or which may be recovered from the Participant) and for which any Group Member or former Group Member is obliged to pay or account to any relevant authority, or any reasonable estimate thereon;

"Unvested Award Shares" means the number of Award Shares that are still comprised within an Award that have not previously become Vested Shares for the purposes of the Plan as at the time of the relevant determinations or as the context requires such reduced number of such Award Shares determined pursuant to Rules 8.5 (Discretion), 12 (Lapse of Awards), 13 (Leavers) or 14 (Takeovers and other corporate events) of the Plan;

"Vest" and "Vested" as the context requires means:

1. in relation to an Option; it becoming exercisable in relation to the relevant Vested Shares subject to the Rules; and
2. in relation to a Conditional Award, a Participant becoming entitled to have the relevant Vested Shares transferred to him (or their nominee) subject to the Rules

and "Vesting" shall be construed accordingly;

"Vested Shares" means those Shares comprised within an Award that are Vested for the purposes of the Plan as approved by the Committee under Rule 8 (Vesting of Awards) or as the context requires such reduced number of such Shares determined pursuant to Rules 8.5 (Discretion), 12 (Lapse of Awards), 13 (Leavers) or 14 (Takeovers and other corporate events) of the Plan.

1. Any reference in the Plan to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted.
2. Where the context admits, a reference to the singular includes the plural.
3. Expressions in italics, headings and any footnotes are for guidance only and do not form part of the Plan.

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