Volution : 2023 Deferred Share Bonus Plan Rules

Rules of the Volution Group plc 2023 Deferred Share Bonus Plan

Adopted by the Board on [•] 2023

Approved by shareholders on [•] 2023

Expiry date [•] 2033

	Table of Contents
1.	DEFINITIONS AND INTERPRETATION	1
2.	GRANT OF AWARDS	4
3.	RESTRICTIONS ON TRANSFER AND BANKRUPTCY	4
4.	DIVIDEND EQUIVALENTS	5
5.	PLAN LIMITS	5
6.	MALUS AND CLAWBACK	6
7.	VESTING, EXERCISE AND SETTLEMENT	7
8.	TAXATION AND REGULATORY ISSUES	8
9.	CASH EQUIVALENT	9
10.	CESSATION OF EMPLOYMENT	9
11.	CORPORATE EVENTS	11
12.	ADJUSTMENTS	13
13.	AMENDMENTS	13
14.	LEGAL ENTITLEMENT	14
15.	GENERAL	14
Schedule 1	16

1. DEFINITIONS AND INTERPRETATION

1.1 In this Plan, unless otherwise stated, the words and expressions below have the following meanings:

"Award"	a Conditional Award, a Nil-Cost Option or a Cash Award;
"Board"	subject to rule 11.8, the board of the Company or any duly
	authorised committee of the board, or any duly appointed
	successor body;
"Bonus"	the bonus payable (if any) to an Eligible Employee pursuant to
	an annual bonus plan operated by any Group Member;
"Cash Award"	a right to receive a cash sum in accordance with Schedule 1 of
	the Plan;
"Company"	Volution Group plc registered in England and Wales under
	number 09041571;
"Conditional Award"	a right to acquire Shares for nil cost in accordance with the rules
	of the Plan;
"Control"	the meaning given by section 995 of the Income Tax Act 2007;
"Dealing Day"	any day on which the London Stock Exchange is open for business;
"Dealing Restrictions"	restrictions imposed by the Company's share dealing code, the
	Listing Rules, the MAR or any applicable laws or regulations
	which impose restrictions on share dealing;
"Deferred Bonus"	the amount of Bonus which is to be delivered in the form of an
	Award under rule 2, which will be determined by the Board, in
	its absolute discretion;
"Eligible Employee"	an employee (including an executive director) of the Company
	or any of its Subsidiaries;
"Exercise Period"	the period during which a Nil-Cost Option may be exercised;
"FCA"	the United Kingdom Financial Conduct Authority, or any successor
	body;
"Financial Year"	a financial year of the Company within the meaning of section 390
	of the Companies Act 2006;
"Grant Date"	the date on which an Award is granted;
"Grant Period"	the period of 42 days commencing on:
	i)	the day on which the Plan is approved by shareholders in
		general meeting;
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	ii)	the first Dealing Day after the day on which the Company
		makes an announcement of its results for any period;
	iii)	the day on which the Companys' directors' remuneration
		policy is approved by shareholders; or
	iv)	any day on which the Board resolves that exceptional
		circumstances exist which justify the grant of Awards;
	unless the Company is restricted from granting Awards under
	the Plan during the periods specified above as a result of any
	Dealing Restrictions, in which case the relevant Grant Period will
	be 42 days commencing on the Dealing Day after such Dealing
	Restrictions are lifted;
"Group Member"	the Company, or any Subsidiary of the Company, any company
	which is (within the meaning of section 1159 of the Companies
	Act 2006) the Company's holding company or a Subsidiary of the
	Company's holding company or, if the Board so determines, any
	body corporate in relation to which the Company is able to
	exercise at least 20% of the equity voting rights and "Group" will
	be construed accordingly;
"Internal Reorganisation"	a change of Control of the Company, where immediately after
	such change, all or substantially all of the issued share capital of
	the acquiring company is owned directly or indirectly by the
	persons who were shareholders in the Company immediately
	before the change of Control;
"Listing Rules"	the FCA's listing rules, as amended from time to time;
"MAR"	the EU Market Abuse Regulation 596/2014 and any associated EU
	Regulation to the extent each is incorporated into the law of the
	United Kingdom by virtue of section 3 of the European Union
	(Withdrawal) Act 2018 and as amended by any instrument related
	to their incorporation into the law of the United Kingdom;
"Nil-Cost Option"	a right to acquire Shares for nil cost or for a Nominal Exercise Price
	in accordance with the terms of the Plan during an Exercise
	Period;
"Nominal Exercise Price"	an exercise price per Share equal to the nominal value of a Share
	from time to time;
"Normal Vesting Date"	unless the Board determines otherwise on or before the Grant
	Date, the third anniversary of the Grant Date;
"Participant"	any person who holds an Award or following his death, his personal
	representatives;
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"Plan"	the Volution Group plc 2023 Deferred Share Bonus Plan in its
	present form or as from time to time amended;
"Recovery Period"	subject to rule 6.7, the period beginning on the first day of the
	Financial Year to which the Award relates and ending on the third
	anniversary of the issue, transfer or payment of an Award, or such
	other period determined by the Board on or before the Grant Date;
"Recruitment Award"	an Award granted in connection with the recruitment of an Eligible
	Employee or such other Award granted in exceptional
	circumstances as the Board may determine;
"Share"	a fully paid ordinary share in the capital of the Company;
"Shareholding	any requirement, guideline or policy determined by the Board from
Requirement"	time to time pursuant to which a person must hold Shares either
	during their office or employment with a Group Member or
	following their ceasing to hold office or employment with a Group
	Member;
"Subsidiary"	the meaning given by section 1159 of the Companies Act 2006;
"Tax Liability"	i) any tax, social security contributions, levy, charge, or other
	payroll deductions required by law 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 to account to any relevant
	authority, or any reasonable estimate thereof; and
	ii) any employer's social security contributions (including any
	secondary class 1 (employer's) National Insurance contributions
	or any similar liability in any jurisdiction) that any Group Member
	or former Group Member is liable to pay;
"Trustee"	the trustee or trustees for the time being of any employee benefit
	trust, the beneficiaries of which include Eligible Employees; and
"Vest"	i) in relation to a Conditional Award, the point at which a
	Participant becomes entitled to receive the Shares; and
	ii) in relation to a Nil-Cost Option, the point at which it becomes
	capable of exercise,
	and "Vesting" and "Vested" will be construed accordingly.

1.2 References in the Plan to:

1.2.1 any statutory provisions or regulations are to those provisions as amended or re- enacted from time to time;

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1. the singular include the plural and vice versa; and
2. the masculine include the feminine and vice versa.

1.3 Headings do not form part of the Plan.

1. GRANT OF AWARDS

1. Subject to rule 2.2 and 2.4, during a Grant Period, the Board may grant an Award to an Eligible Employee in its absolute discretion, subject to the rules of the Plan, and upon such additional terms as the Board may determine.
2. An Award may be divided into distinct tranches with different Vesting periods, and, if so, the rules of the Plan will be construed as it each tranche itself were a separate Award.
3. The grant of an Award will be subject to obtaining any approval or consent required by the FCA, any Dealing Restrictions and any other applicable laws or regulations (whether in the UK or overseas).
4. An Award (other than a Recruitment Award) may only be granted to an Eligible Employee who has earned a Bonus for the Financial Year immediately preceding the Financial Year in which the Grant Date occurs.
5. An Award (other than a Recruitment Award) will be granted over such number of Shares as have at the Grant Date a market value (as determined by the Board) equal to the Deferred Bonus.
6. To the extent any Award (other than a Recruitment Award) exceeds the limit in rule 2.5 it will be scaled back accordingly in such manner as the Board may determine.
7. Awards must be granted by deed as soon as reasonably practicable after the Grant Date, Participants must be notified of the terms of their Award, including the Vesting period, the Normal Vesting Date, any additional terms imposed by the Board in accordance with rule 2.1 and, in the case of a Nil-Cost Option, whether it has a Nominal Exercise Price.
8. A Participant may be required to accept an Award in such form as the Board reasonably requires and, if the Board is not received (or waived the right to require) such acceptance on or before the date that is three months after the Grant Date, the Board may determine that the Award will lapse.
9. No Award may be granted under the Plan after the tenth anniversary of its approval by shareholders and any grant purported to be made after the tenth anniversary of the Plan's approval by shareholders shall be null and void in all respects.

1. RESTRICTIONS ON TRANSFER AND BANKRUPTCY

1. An Award must not be transferred, assigned, charged or otherwise disposed of in any way (except in the event of the Participant's death, to his personal representatives) and will lapse immediately on any attempt to do so.

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3.2 An Award will lapse immediately if the Participant is declared bankrupt, or if the Participant is outside the UK, any analogous event occurs.

4. DIVIDEND EQUIVALENTS

4.1 The Board may decide before the delivery of Shares in satisfaction of an Award, that the Participant will receive an amount (in cash and/or additional Shares) equal in value to any dividends that would have been paid on those Shares on such terms and over such period (ending no later than the date of Vesting (for Conditional Awards) or such later date as the Board may determine for Nil-Cost Options) as the Board may determine. This amount may assume the reinvestment of dividends (on such basis at the Board may determine) and may exclude or include special dividends.

5. PLAN LIMITS

1. The Board must not grant an Award which would, on the day before the Grant Date, cause the number of Shares allocated under the Plan and under any other employee share plan adopted by the Company to exceed such number as represents ten per cent of the ordinary share capital of the Company in issue at that time.
2. The Board must not grant an Award which would, on the day before the Grant Date, cause the number of Shares allocated under the Plan and under any other discretionary employee share plan adopted by the Company to exceed such number as represents five per cent of the ordinary share capital of the Company in issue at that time.
3. Subject to rules 5.4 and 5.5, in determining the limits set out in rules 5.1 and 5.2, Shares are treated as allocated if they have been newly issued by the Company or transferred from treasury to satisfy an option, award or other right granted during the previous ten years (an "award"), or in the case of such an award in respect of which Shares are yet to be delivered, if the Board intends that new Shares will be issued or that Shares from treasury will be transferred and for these purposes the number of Shares allocated includes:
4. 1. Shares which have been issued or may be issued to any Trustee; and
   2. Shares which have been or may be transferred from treasury to any Trustee,

in either case for the Trustee to then transfer to satisfy an award (unless these Shares have already been counted under this rule).

1. The Board may determine that Shares transferred from treasury will cease to count as allocated for the purposes of rule 5.3 if guidelines published by institutional investor representative bodies no longer require such Shares to be counted.
2. The number of Shares allocated does not include:
3. 1. Shares in respect of which the right to acquire such Shares lapses or is released;
   2. existing Shares other than treasury Shares which are transferred or to which an award relates; and
   3. Shares allocated in respect of awards which are then satisfied in cash.

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1. If the Board purports to grant one or more Awards which are inconsistent with the limits in this rule 5, each such Award will be reduced as determined by the Board and will take effect from the Grant Date in respect of the reduced number of Shares.
2. The Board may make such adjustments to the method of assessing the limits set out in rules 5.1 and 5.2 as it considers appropriate in the event of any variation of the Company's share capital.

6. MALUS AND CLAWBACK

1. Notwithstanding any other rule of the Plan, this rule 6 applies to each Award and will continue to apply after the cessation of a Participant's office or employment with a Group Member for any reason, whether or not any termination is lawful.

Action that may be taken to give effect to reduction and recovery provisions

1. The Board may, where rule 6.4 or 6.5 applies:
2. 1. impose further conditions on an Award as contemplated in 6.5; or
   2. reduce (including to nil) the number of Shares to which an Award relates, at any time before the end of the Recovery Period in respect of such Award.
3. If Shares and/or cash have been delivered in Satisfaction of an Award, the Board may, where rule 6.4 applies:
4. 1. require a Participant to make a cash payment to the Company in respect of some or all of the Shares or cash delivered to them under the Award; and/or
   2. require a Participant to transfer for nil consideration some or all of the Shares delivered to them under the Award;

at any time before the end of the Recovery Period in respect of an Award, and the Board will determine the basis on which the amount of cash or Shares is calculated (including whether and if so to what extent to take account of any tax or social security liability applicable to the Award.

Triggers applicable throughout the Recovery Period

6.4 The Board may take any of the actions set out in rule 6.2 or 6.3 if the Board determines that any of the following circumstances have occurred or exist before the end of the Recovery Period:

1. a material misstatement of the Company's financial results;
2. a material failure of risk management by any Group Member or a relevant business unit;
3. material reputational damage to any Group Member or relevant business unit;
4. the Participant's summary dismissal;

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1. corporate failure in any Group Member or a relevant business unit; or
2. an error in:
3. 1. assessing a performance condition applicable to the Bonus in respect of which the Award was granted;
   2. assessing any other factor relevant to the determination of the Bonus in respect of which the Award was granted; or
   3. the information or assumptions on which the Award was granted or Vests; or
4. any other circumstances that the Board considers to be similar in their nature or effect to those in this rule 6.4.

6.5 If the Board exercises its discretion in accordance with this rule 6, it will confirm this in writing to each affected Participant and, if necessary, the Trustee.

Cross-clawback

6.6 The Board may take any of the actions set out in rule 6.2 in order to effect the recovery of sums paid or Shares delivered under any malus or clawback provisions that are included in any incentive plan (including the Plan) operated by any Group Member.

Other provisions relating to reduction and recovery provisions

1. If the action or conduct of any Participant, Group Member or other relevant business unit is under investigation by the Company, or the Company has been notified by a third party that an investigation into such action or conduct has begun, before the end of the Recovery Period and such investigation has not been or is not expected to be concluded by that date, the Board may extend the Recovery Period to end on such later date as the Board considers appropriate to allow such investigation to be concluded.
2. For the purposes of this rule 6, references to:
3. 1. a Participant include former Participants; and
   2. a Group Member or a relevant business unit include any former Group Member or former business unit.

7. VESTING, EXERCISE AND SETTLEMENT

7.1 Subject to rules 10 and 11 an Award will Vest;

1. on the Normal Vesting Date; or
2. if on the Normal Vesting Date (or on any other date on which an Award is due to Vest under rule 10 or 11) a Dealing Restriction applies to the Award, on the date on which such Dealing Restriction lifts; or
3. if the action or conduct of any Participant, Group Member or relevant business unit is under investigation pursuant to rule 6 and such investigation has not yet been

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concluded by that date, in which case an Award will Vest on such later date as the Board considers appropriate to allow such investigation to be concluded; and

a Nil-Cost Option may then be exercised until the tenth anniversary of the Grant Date (or such earlier date as the Board may determine on or before the Grant Date) in such manner as the Board determines, after which time, it will lapse. To exercise a Nil-Cost Option with a Nominal Exercise Price, the Participant must, unless the Board decides to waive the requirement to pay the Nominal Exercise Price, pay the Nominal Exercise Price to the Company or enter into arrangements acceptable to the Board to pay the Nominal Exercise Price.

1. Subject to rules 8 and 9, where a Conditional Award has Vested or a Nil-Cost Option has been exercised, the number of Shares in respect of which the Award has Vested or been exercised together with any additional Shares or cash to which a Participant becomes entitled under rule 4 will be issued, transferred or paid (as applicable) to the Participant as soon as practicable thereafter.
2. Subject to rule 13, the Board may, accelerate or delay the Vesting or some or all of an Award (except where rule 10 applies) if, as a result of the Participant moving jurisdiction:
3. 1. the Participant would suffer a different (including but not limited to greater and/or earlier) liability to tax and/or social security contributions than was considered to be the case on the Grant Date;
   2. the Participant's ability to exercise a Nil-Cost Option, or have Shares delivered to them would be restricted; and/or
   3. the Participant's ability to hold or deal in the Shares acquired or the proceeds of sale of or dividends payable on such Shares would be restricted and prohibited, and

the Board may determine that such Vesting will be subject to such conditions as the Board may determine, which may include restrictions on the disposal of some or all of the Shares acquired pursuant to the Award for such period as the Board may determine, and that any Shares so restricted may be forfeited if the Participant ceases to hold office or employment with a Group Member during such period in circumstances in which their Award would have lapsed if it had not Vested in accordance with this rule 7.3 and that any such Shares remain subject to reduction and recovery under rule 6. The Board may make the Release of the Award or exercise of a Nil-Cost Option conditional on the Participant taking any action (including entering into any agreement) reasonably required by the Board in relation to such conditions.

7.4 Any costs associated with the delivery of Shares to satisfy an Award (including any stamp duty or stamp duty reserve tax) will be borne by the Company (or another Group Member). Any costs associated with the sale of Shares acquired pursuant to an Award (including on any sale pursuant to rule 8) will be borne by the Participant.

8. TAXATION AND REGULATORY ISSUES

8.1 A Participant will be responsible for and indemnifies each relevant Group Member and the Trustee against any Tax Liability relating to his Award (provided, in the case of any Tax Liability

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