Telecom Plus : Omnibus Plan Rules

July 2023

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Telecom Plus plc

The Telecom Plus Omnibus

Plan

July 2023

Shareholder approval: [●]

Board adoption: [●]

Plan expires: [●]

Schedule A notified to HMRC: [●]

PricewaterhouseCoopers LLP, 1 Embankment Place, London, WC2N 6RH

T: +44 (0) 20 7583 5000, F: +44 (0) 20 7822 4652, www.pwc.co.uk

PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH.PricewaterhouseCoopers LLP is authorised and regulated by investment business.

The Telecom Plus Omnibus Plan

July 2023

Table of contents

9. Vesting of Awards (and exercise of Options) in special circumstances 13

1. Grant of Awards

Awards granted by Grantor

Subject to Rules 1.5, 1.6, 1.7 and 17.3, the Grantor may from time to time grant Awards to Eligible Employees.

Terms of Awards and Directors' Remuneration Policy limitations

Subject to the Rules, the Grantor will in its absolute discretion decide whether or not any Awards are to be granted at any particular time and, if they are, to whom they are granted and the terms of such Awards. Where Awards are not granted by the Board, the terms must be approved in advance by the Board.

Where the Company has in place a Directors' Remuneration Policy approved by the Company in general meeting, the terms of an Award to be granted to an Eligible Employee who is a director of the Company must fall within the scope of the Directors' Remuneration Policy most recently approved by the Company in a general meeting. Such terms may include by way of example but without limitation any Performance Target set under Rule 4.

Procedure for grant of Awards and Award Date

An Award shall be granted by the Grantor passing a resolution. The Award Date shall be the date on which the Grantor passes the resolution or any later date specified in the resolution and allowed by Rule 1.5. The grant of an Award shall be evidenced by a deed executed by or on behalf of the Grantor.

An Award Certificate or a Restricted Share Agreement (as applicable) shall be issued to each Award Holder as soon as reasonably practicable following the grant of the Award setting out details of the Award determined in accordance with Rule 1.4 and, where applicable, Rule 1.12.

Terms and conditions set at grant

The Grantor shall, at the time of grant, determine:

whether the Award shall be designated as a PSP Award, an RSP Award or a DSP Award;

whether the Award shall be designated as a Buy-Out Award;

whether the Award comprises an Option, a Conditional Share Award or Restricted Shares;

the Award Date;

the number of Plan Shares subject to the Award or the basis on which the number of Plan Shares will be calculated;

the Award Price (if any);

the date or dates on which the Award will normally Vest and if more than one date is specified, the number or proportion of the Plan Shares subject to an Award which will normally Vest on each of those dates;

whether or not any dividend equivalents will be payable under Rule 7.9;

in the case of an Option, the Exercise Period;

any Performance Target and any condition imposed under Rule 4.1;

any Holding Period (and the proportion of the Award to which it applies, if not 100 per cent);

whether Rule 5 (Malus) and/or Rule 6 (Clawback) shall apply to the Award;

any other conditions of the Award; and

where the Award comprises Restricted Shares, any provisions which must be determined under Rule 1.12.

The Grantor may grant an Award in any number of tranches, where the terms (as referred to in this Rule) are different. In these circumstances, the Rules will be interpreted as if each tranche was a standalone Award.

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The Grantor may grant a DSP Award in respect of such proportion of an Eligible Employee's Bonus as it determines. The number of Plan Shares subject to an Eligible Employee's DSP Award shall be calculated by dividing the amount of their Bonus to be deferred as a DSP Award by the average Market Value (measured over the Financial Year to which the Bonus relates, or such other measurement period as determined by the Board in its absolute discretion). The number of Plan Shares shall be rounded down to the nearest whole Plan Share.

When Awards may be granted

Subject to Rule 1.6, the Grantor may grant Awards at any time.

When Awards may not be granted

Awards may not be granted:

when prevented by any Dealing Restrictions; or

after the 10th anniversary of shareholder approval of the Plan.

Who can be granted Awards

Subject to paragraph 2 below, an Award may only be granted to an individual who is an Eligible Employee at the Award Date. Unless the Board decides otherwise, an Award will not be granted to an Eligible Employee who on or before the Award Date has given or received notice of termination of employment (whether or not lawful).

2. In the case of a DSP Award, the Board may at its absolute discretion grant a DSP Award to an individual who was an employee of a Group Member during the Financial Year to which the Bonus in respect of which the DSP Award relates and to whom the Board has determined to make a Bonus.

Confirmation of acceptance of Award

The Grantor may require an Eligible Employee who is (or is to be) granted an Award to confirm their acceptance of the Rules and the terms of any Award granted to them by a specified date. Such confirmation will be in a manner and form set by the Grantor (which may require the Eligible Employee to confirm acceptance on a portal or execute a document). The Grantor may provide that the Award will lapse (and as a result be treated as never having been granted) if the confirmation of acceptance is not provided by the specified date, or provide that the Award will not Vest until they do so agree in writing.

Right to refuse Award

An Award Holder may by notice in writing to the Company within 30 days after the Award Date state they do not want their Award in whole or part. In such a case, the Award shall to that extent be treated as never having been granted.

No payment for an Award

An Award Holder shall not be required to make payment for the grant of an Award unless the Board determines otherwise. Where an Award Holder refuses their Award pursuant to the terms of Rule 1.9, no payment in connection with the refusal is required from the Award Holder or the Grantor.

Awards non-transferable

An Award shall be personal to the Award Holder and, except in the case of the death of an Award Holder, an Award shall not be capable of being transferred, charged or otherwise alienated and shall lapse immediately if the Award Holder purports to transfer, charge or otherwise alienate the Award.

Awards which are Restricted Shares

This Rule 1.12 sets out specific provisions in relation to Restricted Shares.

An Eligible Employee who is to be granted Restricted Shares must enter into a Restricted Share Agreement with the Grantor providing that to the extent the Award lapses, the Restricted Shares are forfeited and the Restricted Shares will immediately be transferred for no (or nominal) consideration to

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any person specified by the Grantor. The Restricted Share Agreement will also provide that, except for transfer on death of the Award Holder to their personal representatives or to the extent agreed by the Grantor (and subject to such conditions as it may decide), the Award Holder will not transfer, give security over or assign the Restricted Shares subject to their Award during the Vesting Period.

The Award Holder must sign any document (including a blank stock transfer form) requested by the Grantor relating to the Restricted Shares. The Grantor may provide that the Award will lapse if any such document is not signed within any specified period.

On or as soon as practicable after the Award Date of Restricted Shares the Grantor will procure that the relevant number of Restricted Shares are issued or transferred (including out of treasury or otherwise) to the Award Holder or another person to be held for the benefit of the Award Holder.

Except to the extent set out in the Restricted Share Agreement, the Award Holder shall have all the rights in respect of Restricted Shares from the date of transfer until any date on which the Award comprising the Restricted Shares lapses (whether in whole or in part).

2. Plan limits

General

The aggregate number of Plan Shares over which Awards may be granted shall be limited as set out in this Rule 2.

12 per cent in 10 years

An Award may not be granted if the result of granting the Award would be that the aggregate number of Plan Shares issued or committed to be issued in the preceding 10 year period under:

Awards under the Plan; or

options or awards granted under any other Employees' Share Scheme (whether or not discretionary) operated by the Company, excluding the LTIP 2016

would exceed 12 per cent of the Company's issued ordinary share capital at that time.

Calculation

For the purpose of the limit contained in this Rule 2:

for as long as required by The Investment Association Principles of Remuneration, treasury shares shall be included in the limit as if they were new issue shares;

there shall be disregarded any Plan Shares where the right to acquire the Plan Shares has lapsed or been renounced;

there shall be disregarded any Plan Shares which the Trustees have purchased, or determined that they will purchase, in order to satisfy an Award or the exercise of an option or the vesting of other rights of an employee under any other Employees' Share Scheme operated by the Group; and

any Plan Shares issued or issuable in relation to an Award, or on the exercise of an option or the vesting of other rights of an employee under any other Employees' Share Scheme operated by the Group, shall be taken into account once only (when the Award is granted or the option is granted or the right awarded) and shall not fall out of account when the Award Vests, the option is exercised or other rights vest.

Scaling down

If the granting of an Award would cause the limit in this Rule 2 to be exceeded, such Award shall take effect as an Award over the maximum number of Plan Shares which does not cause the limit to be exceeded. If more than one Award is granted on the same Award Date, the number of Plan Shares which would otherwise be subject to each Award shall be reduced pro rata.

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