Rightmove : New Rules of Share Incentive Plan

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RIGHTMOVE PLC

RULES AND TRUST DEED OF THE RIGHTMOVE PLC

SHARE INCENTIVE PLAN 2024

This is a copy of the rules of the Rightmove plc Share Incentive Plan 2024 which was adopted by the Board of Directors of the Company on __________________ 2024, conditional on shareholder approval being

obtained.

Shareholder authority for the adoption of the Rightmove plc Share Incentive Plan 2024 was conferred by the

shareholders of Rightmove plc at a general meeting of shareholders held on ___ May 2024.

The Rightmove plc Share Incentive Plan 2024 is a continuation of the Rightmove plc Share Incentive Plan which was adopted by the Board of Directors of the Company of Rightmove plc on 21 November 2014.

The Rightmove plc Share Incentive Plan 2024 is a Schedule 2 Share Incentive Plan.

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THE RIGHTMOVE PLC SHARE INCENTIVE PLAN

CONTENTS

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PART A: GENERAL

This Plan is an employees' share scheme established by resolution of the Directors of the Company passed on _________________ 2024, conditional on shareholder approval for the Plan being obtained.

The Rightmove plc Share Incentive Plan 2024 is a continuation of the Rightmove plc Share Incentive Plan which was adopted by the Board of Directors of the Company of Rightmove plc on 21 November 2014 and was registered with HMRC with scheme reference number _____________________.

1. PURPOSE OF THE PLAN, SOURCE OF SHARES AND OVERALL LIMITS ON AWARDS

1. This Plan shall provide, in accordance with Schedule 2, benefits for employees and directors of Participating Companies in the form of Shares, which give such employees and directors a continuing stake in the Company, and shall not provide benefits to such employees and directors otherwise than in accordance with Schedule 2.
2. No Partnership Shares or Dividend Shares shall be acquired and no Matching Shares or Free Shares shall be awarded after __________________ 2034, being the tenth anniversary of the approval of this Plan by shareholders, but any rights of Participants in relation to the Plan Shares then subsisting shall remain in force.
3. Unless specified to the contrary by the Directors on the Award Date, an Award may be satisfied by:-
4. 1. issuing new Shares; and/or
   2. transferring treasury Shares; and/or
   3. transferring Shares (other than treasury Shares).

The Directors may decide to change the way in which an Award may be satisfied after it has been granted, having regard to the remaining provisions of this Rule 1.

1. In any ten year period ending on the relevant Award Date, the maximum number of Shares which may be issued or made issuable under this Plan and any other employee share scheme operated by the Company shall not exceed 10% of the issued ordinary share capital of the Company (excluding any fixed-rate preference shares) at the relevant time.
2. For the purposes of Rule 1.4:-
3. 1. Shares taken into account when granted under an Award shall not be taken into account again following the issue or transfer of Shares in satisfaction of such Award and any such Awards that have lapsed shall fall out of account;
   2. Shares shall not be taken into account after the grant of an Award where the Directors have determined that such Award shall be capable of being satisfied by the transfer of existing Shares (other than Shares transferred out of treasury) only; and
   3. references to Shares which may be issued or made issuable shall, if so required in accordance with guidance of the Investment Association, be taken to include references to rights to acquire Shares issued or to be issued out of treasury.

2. PROVISION OF FREE, PARTNERSHIP AND MATCHING SHARES

2.1 The Directors may from time to time determine whether Eligible Employees shall, in a given Tax Year, or in, or in respect of, a given Financial Year, be offered the opportunity to acquire Shares pursuant to the provisions of either or both of Part B (Partnership Shares) and Part D (Free Shares) and, if pursuant to Part B, also Part C (Matching Shares).

1. DEFINITIONS AND INTERPRETATION
   Words and expressions used in the Plan shall have the meanings given in the Glossary in Part F.
2. ESTABLISHMENT OF PLAN TRUST

4.1 The Company has established a trust with a UK tax resident Trustee by the execution of a Deed (a copy of which is set out in Part G), which is constituted under the laws of England and Wales for the purposes of:-

1. in the case of Free Shares and Matching Shares, acquiring Shares and Awarding them to Eligible Employees in accordance with the Plan;
2. in the case of Partnership Shares, holding Partnership Share Money and applying it in acquiring Shares on behalf of Eligible Employees in accordance with the Plan;
3. in the case of Dividend Shares, acquiring such Shares on behalf of Participants in accordance with the Plan; and
4. holding all such Shares so Awarded or acquired in accordance with the Plan.

1. REFERENCES TO THE TRUSTEE TO INCLUDE REFERENCES TO THE ADMINISTRATOR
   References in Parts A to F of this Plan to anything done or to be done by or to the Trustee shall be read and construed as including anything done or to be done by or to the Administrator pursuant to the powers and duties delegated to the Administrator by the Trustee.
2. ELIGIBILITY TO PARTICIPATE IN THE PLAN

1. An individual shall not be entitled to have Shares acquired on their behalf under Part B, or to receive an Award of Matching or Free Shares under Parts C or D, respectively, at any time unless:-
2. 1. subject to Rule 23.4, they are then an employee of a Participating Company;
   2. if, pursuant to Rules 14 or 40, the Directors have specified a Qualifying Period in relation to eligibility on that occasion, they have, at all times during that Qualifying Period, been an employee of a Qualifying Company; and
   3. they have entered into a Partnership Share Agreement in accordance with Rule 13 or a Free Shares Agreement in accordance with Rule 38.2.
3. An individual shall be entitled to have Partnership Shares acquired on their behalf under Part B or to receive an Award of Free or Matching Shares under Part C or D, respectively, in any Tax Year, if in that Tax Year they have had shares acquired on their behalf or Awarded to them (or would have had shares Awarded to them but for their failure to meet any performance target set in relation to such Award) under any connected Schedule 2 Share Incentive Plan PROVIDED THAT:-
4. 1. an individual shall not be entitled to participate simultaneously in connected Schedule 2 Share Incentive Plans; and
   2. the following limits:
   3. 1. the limit on a Participant's contributions towards the purchase of Partnership Shares referred to in Rule 16.1; and
      2. the limit on an Eligible Employee's Award of Free Shares in Rule 44,

shall each apply as if the Plan and the other connected Schedule 2 Share Incentive Plan(s) in which the individual participates in the same Tax Year were one plan.

1. For purposes of Rule 6.2, a Schedule 2 Share Incentive Plan is a "connected Schedule 2 Share Incentive Plan" if it is established by the Company or a Connected Company.
2. Free Shares or Matching Shares shall not be Awarded to an individual if they have directed the Trustee not to Award Shares to them.
3. Whenever the Directors decide to invite individuals to participate in the Plan, they must invite all Plan Employees who satisfy the relevant conditions for participating in the Plan mentioned in Rules 6.1 and 6.2. All such Plan Employees shall be invited to participate in the Plan on the same terms, and all who do participate in the Plan shall do so on the same terms, subject to the provisions of Rule 48.

7. AMENDMENT OF THE PLAN

1. Subject to Rule 7.2, the Directors may at any time alter or add to any of the provisions of this Plan in any respect PROVIDED THAT if it is intended that this Plan shall continue to be a Schedule 2 Share Incentive Plan, no alteration or addition to any Key Feature shall take effect which would result in the requirements of Schedule 2 not being met in relation to the Plan.
2. Subject to Rule 7.3, no alteration or addition to the provisions of this Plan governing:
3. 1. the eligibility of any individual to participate in the Plan;
   2. the individual and overall limitations on the rights to acquire or receive Shares;
   3. the basis for determining Eligible Employees' rights to acquire or receive Shares;
   4. the adjustment of rights in the event of a variation of the ordinary share capital of the Company; or
   5. this Rule 7.2,

may be made by the Directors without the prior approval by ordinary resolution of the shareholders of the Company.

1. Rule 7.2 shall not apply to the extent that an alteration or addition is, in the opinion of the Directors, a minor amendment:
2. 1. to benefit the administration of this Plan;
   2. to take account of any change in legislation or developments in the law; or
   3. to obtain or maintain favourable tax, exchange control or regulatory treatment for Eligible Employees, the Company, any Subsidiary or any Associated Company.
3. The terms of the Plan Trust may be amended, deleted or added to in accordance with the terms of the Deed by the Company executing a deed expressed to be supplemental to the Deed PROVIDED THAT no such amendment, deletion or addition to any terms of the Plan Trust shall take effect which would result in the requirements of Schedule 2 not being met in relation to the Plan Trust or the Plan.
4. Details of any alteration or addition shall be given to any affected Participant as soon as reasonably practicable.

8. TERMINATION OF THE PLAN

8.1 The Directors may at any time, by giving notice in writing to:-

8.1.1 the Trustee; and

8.1.2 each Participant (other than any person falling solely within paragraph (c) of the definition of "Participant"),

terminate the operation of the Plan on and with effect from a date specified in such notice which is not earlier than 14 days after the date of such notice.

1. Following such termination:-
2. 1. no further Partnership Shares shall be acquired by the Trustee on behalf of Participants;
   2. no further Free or Matching Shares shall be Awarded by the Trustee;
   3. no further Dividend Shares shall be acquired by the Trustee on behalf of any Participant;
   4. the Trustee shall as soon as practicable after such notice is given to the Trustee return to each Participant (subject to deduction of income tax and NICs under PAYE) all of the Partnership Share Money and any other money held on behalf of such Participant;
   5. the Trustee shall withdraw from the Plan each Participant's Plan Shares as soon as is practicable after:-
   6. 1. the end of the period of 3 months beginning with the date on which notice is given pursuant to Rule 8.1; or
      2. if later, the first date on which such Participant's Plan Shares may be removed from the Plan without giving rise to a charge to income tax under Chapter 6 of Part 7 of ITEPA on the part of such Participant;
   7. the Trustee may, if the Participant so directs, withdraw from the Plan any of a Participant's Plan Shares at any time before the end of the relevant period mentioned in Rule 8.2.5 above PROVIDED THAT the Trustee shall disregard any such direction given before the date on which notice is given to such Participant pursuant to Rule 8.1; and
   8. Shares which remain held in the Plan pending their withdrawal from the Plan by virtue of Rules 8.2.5 and 8.2.6 above shall continue to be so held by the Trustee subject to the provisions of Part E of the Plan.
3. Whenever a Participant's Plan Shares are withdrawn from the Plan pursuant to Rules 8.2.5 and 8.2.6, the Trustee shall, subject to the provisions of Rule 66 (PAYE):-
4. 1. transfer such Shares to the Participant or to such other person as the Participant may direct; or
   2. dispose of the Shares and account (or hold itself ready to account) for the proceeds to the Participant or to such other person as the Participant has specified.
5. Unless the Participant otherwise agrees, a disposal of Shares as mentioned in Rule 8.3.2 shall be for the best consideration which the Trustee is able to obtain at the time of such disposal.
6. References in this Rule 8 to a disposal of Shares shall be construed as including references to a purchase of the beneficial interest in such Shares by the Trustee.
7. If a Participant has died, references in Rules 8.2.4 and 8.3 to the Participant shall be read as references to their Personal Representatives.

9. ERRORS AND OMISSIONS

If in consequence of an error or omission:-

9.1 a Plan Employee has not been given the opportunity to participate in the Plan on any occasion; or

9.2 the number of Shares appropriated to any Eligible Employee on any occasion is found to be incorrect,

and such error or omission cannot be corrected within the relevant period specified in the Plan, the Company and the Trustee may do all such acts and things as may be agreed with H M Revenue & Customs to rectify such error or omission notwithstanding that such actions may not otherwise be in accordance with the rules of the Plan.

10. RELATIONSHIP WITH CONTRACT OF EMPLOYMENT

1. Neither the opportunity given to any person to participate in the Plan nor any Award to any person of Free or Matching Shares shall form part of such person's entitlement to remuneration or benefits pursuant to their contract of employment.
2. The existence of a contract of employment between any person and the Company, any present or past member of the Group, Participating Company or Associated Company shall give that person neither any right or entitlement to participate in the Plan in any manner nor any expectation that Shares might be Awarded to such person.
3. The rights and obligations of a Participant under the terms of their contract of employment with the Company, any present or past member of the Group, Participating Company or Associated Company shall not be affected by such person's participation in the Plan.
4. Neither the existence of this Plan nor the fact that Shares have been Awarded to an individual on any occasion shall give such individual any right, entitlement or expectation that they have or will in future have any such right, entitlement or expectation to participate in this Plan by being Awarded Shares on any other occasion.
5. The rights or opportunity granted to a Participant in relation to Plan Shares shall not give the Participant any rights or additional rights to compensation or damages in consequence of either:-
6. 1. the Participant giving or receiving notice of termination of their office or employment; or
   2. the loss or termination of their office or employment with the Company, any present or past member of the Group, Participating Company or Associated Company for any reason whatsoever,

whether or not the termination (and/or giving of notice) is ultimately held to be wrongful or unfair.

10.6 A Participant shall not be entitled to any compensation or damages for any loss or potential loss which they may suffer by reason of being unable to acquire or retain Plan Shares, or any interest in Plan Shares in consequence of:-

1. the Participant giving or receiving notice of termination of their office or employment (whether or not the termination (and/or giving of notice) is ultimately held to be wrongful or unfair);
2. the loss or termination of their office or employment with the Company, any present or past member of the Group, Participating Company or Associated Company for any reason whatsoever (whether or not the termination is ultimately held to be wrongful or unfair); or
3. any other reason.

11. PROPER LAW

The Plan shall be subject to the laws of England and Wales and the Company, the Trustee and all Plan Employees and Participants shall submit to the exclusive jurisdiction of the Courts of England and Wales in relation to any matter concerning the Plan or the rights or entitlement of any person under the Plan.