Ricardo : 12.05 Mark-up of 2020 LTIP Rules to show proposed 2023 amendments 6 September 2023 Remuneration Committee meeting

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"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);

"Holding Period"

where applicable to an Award (or part thereof), means the

period starting on the Vesting Date and ending on the earliest

of the dates specified in Rule 4.6;

"Holding Period Expiry

the date on which the Holding Period relating to an Award (or

Date"

part thereof) expires pursuant to these Rules;

"Issue or Reorganisation"

any capitalisation issue or rights issue or rights offer or any

other variation in the share capital of the Company including

(without limitation) any consolidation, subdivision or reduction

of capital of the Company or any other event which may affect

the share capital of the Company or a demerger of the

Company;

"Listing Rules"

the Listing Rules published by the UK Listing Authority (as

amended from time to time);

"London Stock Exchange"

the London Stock Exchange plc or its successor;

"Malus"

has the meaning given in Rule 18.3;

"Market Abuse Regulation"

Regulation (EU) No 596/2014 of the European Parliament

and of the Council of 16 April 2014 on market abuse;

"Market Value"

in relation to a Share on any day means an amount equal to

the middle-market quotation for a Share (as derived from the

London Stock Exchange Daily Official List) on the Dealing

Day immediately preceding that day (or, if the Committee so

determines, the average of such middle-market quotations for

the five Dealing Days immediately preceding that day);

"NIC"

national insurance contributions;

"Nil Cost Option"

a right to acquire Shares for no consideration subject to the

Rules;

"Nominal Value Option"

a right to acquire Shares at the Exercise Price subject to the

Rules;

"Normal Vesting Date"

in relation to an Award, the date specified by the Committee

at or prior to the Date of Grant on which, save as otherwise

specified in the Rules, it will Vest PROVIDED THAT in the

case of an Award granted to an Eligible Employee who is an

executive director of the Company, its Normal Vesting Date

shall not be earlier than the third anniversary of the Date of

Grant;

"Notification Date"

in relation to an Award that is an Option, the date on which

the Committee notifies the relevant Participant of the Vesting

of that Option in accordance with Rule 10.1.2;

"Option"

a Nil Cost Option or a Nominal Value Option;

"Participant"

a person who has been granted an Award and, where the

context so requires, the legal personal representative(s) of

such person (and "Participants" shall be construed

accordingly);

"Performance Award"

a Conditional Award or an Option granted (or to be granted)

by the Company to an Eligible Employee in pursuance of the

Plan on terms that the Vesting of such Conditional Award or

Option is (subject as otherwise provided herein) conditional

upon:

(i)

the Performance Condition being met; and

(ii)

the relevant Participant remaining a director or

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employee of a Group Company until Vesting;

"Performance Condition"

in relation to a Performance Award, the performance

condition (or performance conditions) as determined by the

Committee in its absolute discretion pursuant to Rules 4.3

and 4.4;

"Performance Period"

in relation to a Performance Award, and subject as otherwise

provided in these Rules and the applicable Performance

Condition, such period as the Committee may determine at

the Date of Grant, and in the absence of any such

determination, a period of three consecutive Financial Years

commencing on the first day of the Financial Year in which

the Date of Grant of such Performance Award occurs

PROVIDED THAT, in the case of an Award granted to an

Eligible Employee who is an executive director of the

Company, the Performance Period shall be not less than

three years;

"Permitted Grant Period"

the period of 42 days commencing on:

(i)

the Dealing Day after the day on which the Company

makes an announcement of its results for any period;

(ii)

the Date of Adoption;

(iii)

the date on which the Company's members in

general meeting approve by resolution a change to

its Directors' Remuneration Policy;

(iv)

any day on which the Committee resolves that

exceptional circumstances exist which justify the

grant of Awards;

(v)

any day on which any change to any relevant

legislation, regulation or government directive

affecting Employees' Share Schemes is proposed or

made; and

(vi)

in respect of an Eligible Employee, the date on which

that Eligible Employee first becomes employed by a

Group Company,

PROVIDED THAT if, by reason of any Share Dealing

Restrictions, the Company is prevented from granting

Awards under the Plan during the periods specified above,

the relevant Permitted Grant Period shall be 42 days

commencing on the Dealing Day after the relevant restriction

is lifted;

"Plan"

the Ricardo PLC 2020 Long Term Incentive Plan established

by the adoption of these Rules as an Employees' Share

Scheme and as from time to time amended in accordance

with the provisions hereof;

"Release"

in relation to:

(i)

a Conditional Award - the transfer to the Participant

(or his nominee) of some or all of the Shares

comprised in the Conditional Award in accordance

with these Rules; and

(ii)

an Option - the transfer to the Participant (or his

nominee) of the Shares comprised in the Option (or

part thereof) following the exercise of such Option (or

part thereof) pursuant to these Rules,

(and "Released" shall be construed accordingly);

"Retention Award"

a Conditional Award or an Option granted (or to be granted)

by the Company to an Eligible Employee in pursuance of the