ABCM Abcam PLC

the Company’s ordinary shares, nominal value £0.002 per share (“Company Ordinary Shares”), will be acquired by the Purchaser pursuant to the Scheme;

each holder of Company Ordinary Shares as of the record time for the Scheme will, on the terms set out in the Scheme, have the right to receive for each Company Ordinary Share held by such holder at such time an amount equal to US$24 in cash; and

accordingly and as an indirect consequence of the Scheme, holders of American Depositary Shares of Abcam, which each represent a beneficial interest in one Company Ordinary Share (“Company ADSs”), as of the relevant record date will have the right to receive for each Company ADS an amount equal to US$24 in cash (less such deductions and withholdings as may properly be made in accordance with the terms of the deposit agreement between Abcam, Citibank, N.A., as depositary for the Company ADSs, and the holders and beneficial owners of Company ADSs (the “Deposit Agreement”)).

Description

/s/ Alan Hirzel

Clause

1.

INTERPRETATION

2.

TRANSFER OF SCHEME SHARES

3.

CONSIDERATION

4.

CONDITIONS

5.

IMPLEMENTATION OF THE SCHEME

6.

COMPANY EQUITY PLANS AND EMPLOYEE MATTERS

7.

RESPONSIBILITY FOR INFORMATION AND STANDARDS OF CARE

8.

REPRESENTATIONS AND WARRANTIES

9.

CONDUCT PENDING THE EFFECTIVE DATE

10.

NON-SOLICITATION

11.

CASH FUNDING REQUIREMENT

12.

DIRECTOR AND OFFICER LIABILITY

13.

FURTHER COVENANTS OF THE PARTIES

14.

TERMINATION

15.

TERMINATION PAYMENT

16.

ANNOUNCEMENTS AND CONFIDENTIALITY

17.

FURTHER ASSURANCES

18.

FEES, COSTS AND TRANSFER TAXES

19.

ENTIRE AGREEMENT

20.

REMEDIES

21.

WAIVER AND VARIATION

22.

INVALIDITY

23.

ASSIGNMENT

24.

NOTICES

25.

RIGHTS OF THIRD PARTIES

26.

COUNTERPARTS

27.

GOVERNING LAW AND JURISDICTION

28.

PROCESS AGENT

SCHEDULE 1

CONDITIONS

SCHEDULE 2

IDENTIFIED CLEARANCES

SCHEDULE 3

COMPANY EQUITY PLANS AND EMPLOYEE RELATED MATTERS

SCHEDULE 4

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

SCHEDULE 5

REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE PURCHASER

SCHEDULE 6

FORM OF SCHEME

SCHEDULE 7

FORM OF COMPANY SHAREHOLDER RESOLUTION

DANAHER CORPORATION, a Delaware corporation with its principal place of business at 2200 Pennsylvania Avenue, NW Suite 800W, Washington, D.C. 20037, United States of America (the “Parent”);

DIADEM HOLDCO LIMITED, a private limited company incorporated in England and Wales with registered number 15096793, whose registered office is at Unit 4, Blythe Valley Innovation Centre, Central Boulevard, Blythe Valley Business Park, Solihull B90 8AJ, United Kingdom (the “Purchaser”); and

ABCAM PLC, a public limited company incorporated in England with registered number 03509322, whose registered office is at Discovery Drive, Cambridge Biomedical Campus, Cambridge CB2 0AX, United Kingdom (the “Company”),

The Parties intend that the entire issued and to be issued share capital of the Company be acquired by the Purchaser, an indirect wholly-owned subsidiary of the Parent, or a DR Nominee, by way of the Scheme on the terms and subject to the conditions set out in this Agreement (the “Transaction”).

In accordance with the Scheme, at the Effective Time the Scheme Shares will transfer from the Scheme Shareholders to the Purchaser and the Scheme Shareholders will have the right to receive the Per-Share Consideration.

Immediately following the Effective Time and as an indirect consequence of the transfer of the Scheme Shares pursuant to the Scheme, the holders of Company ADSs shall have the right to receive an amount of cash equal to the Per-ADS Consideration in respect of each Company ADS that they hold as at the relevant record time set by the Depositary, subject to and in accordance with the terms and conditions of this Agreement, the Scheme and the Deposit Agreement.

The Company Board has resolved to unanimously recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that Company Shareholders vote in favour of the Company Shareholder Resolution at the Company General Meeting.

The Parties have agreed to take certain steps to implement the Transaction and wish to enter into this Agreement to record their respective obligations relating to such matters.

INTERPRETATION

In this Agreement the following terms have the following meanings:

does not contain any provision that would prevent the Company from complying with its obligation to provide disclosure to the Purchaser relating to any Superior Proposal pursuant to Clause 10.6 and contains provisions that are not materially less favourable to the Company than those contained in the Confidentiality Agreement (provided that no such confidentiality agreement shall be required to contain any standstill or similar provisions); or

is in effect as of the date of this Agreement;

recommending or approving or publicly proposing to recommend, adopt or approve any Competing Proposal;

withdrawing, qualifying, amending or modifying in a manner adverse to the Purchaser or the Parent (or publicly proposing to withdraw, or qualify, amend or modify in a manner adverse to the Purchaser or the Parent), the Company Board Recommendation, or resolving or agreeing to take any such action;

failing to include the Company Board Recommendation in the Scheme Circular; or

resolving to do any of the foregoing;

any changes in economic conditions in the United Kingdom, the United States or any other country or jurisdiction(s) or other general business, financial or market conditions;

any changes in conditions generally affecting the industry (including seasonal or business cycle fluctuations) in which the Company or any of its Subsidiaries operate;

fluctuations in the value of any currency;

regulatory, legislative or political conditions or conditions in securities, credit, financial, debt or other capital markets (including changes in interest or inflation rates), in each case in the United Kingdom, the United States or any other country or jurisdiction;

any adoption, implementation, promulgation, repeal, modification, amendment, authoritative interpretation, change or proposal of any Applicable Law of or by any Governmental Authority or any recommendations, statements or other pronouncements made, published or proposed by any industry body;

any changes or prospective changes in IFRS or, to the extent applicable to the Company or any of its Subsidiaries, US GAAP (or, in either case, authoritative interpretations thereof);

geopolitical conditions, the outbreak or escalation of hostilities, governmental shutdown, civil or political unrest, any acts of war, sabotage, cyberattack or terrorism, or any escalation or worsening of the foregoing;

any epidemic or pandemic (including any laws, guidelines, directives, rules or regulations introduced or changed, from time to time, by any Governmental Authority in relation to any such epidemic or pandemic) or any hurricane, earthquake, flood, calamity or other natural disasters, acts of God, any change resulting from weather conditions or any other force majeure event (or any worsening of any of the foregoing);

any suspension of trading in or decline, in and of itself, in the market price or trading volume of the Company ADSs (provided that any Effects giving rise to or contributing to such suspension or decline that are not otherwise excluded from this definition of Company Material Adverse Effect may be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect);

any failure, in and of itself, by the Company or any of its Subsidiaries to meet any internal or published projections, forecasts, estimates or predictions, revenues, earnings or other financial or operating metrics for any period (provided that any Effects giving rise to or contributing to such failure that are not otherwise excluded from this definition of Company Material Adverse Effect may be taken into account in determining whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect);

the execution and delivery of this Agreement, the public announcement (including any leaks or unintentional announcements) or the pendency of this Agreement or the pendency or consummation of the Transaction, the taking of any action (or omitting to take any action) required by this Agreement, or the identity of, or any facts or circumstances relating to, the Parent or any of its Subsidiaries, including the impact of any of the foregoing on the relationships, contractual or otherwise, of the Company or any of its Subsidiaries with Governmental Authorities, customers, suppliers, partners, distributors, lenders, payors, officers, employees or other material business relations; provided that this paragraph (k) shall not apply with respect to (i) the representations and warranties in paragraphs 2, 5 and 6 of Schedule 4 or (ii) the Condition set out in paragraph 2(a) of Schedule 1 to the extent it relates to such representations and warranties, in each case solely to the extent that the purpose of such representation and warranty is to address the consequences resulting from the execution and delivery of this Agreement or the performance of obligations or satisfaction of conditions under this Agreement;

the entry by any Governmental Authority into any Proceedings or Order relating to the Transaction, including any such Proceedings or Order requiring any assets or lines of business to be sold, licensed or otherwise disposed or held separate thereafter in connection with any Clearance;

any claims, actions, suits or proceedings arising from allegations of a breach of fiduciary duty or violation of securities laws, in each case relating to this Agreement or the Transaction;

any act or omission taken or not taken at the request of, or with the consent of, the Parent or the Purchaser or any matter Disclosed on the Company Disclosure Letter; or

the availability or cost of financing to the Parent or any of its Subsidiaries or any breach by the Parent or the Purchaser of this Agreement,

the approval by a majority in number of the Scheme Shareholders who are on the register of members of the Company at the Voting Record Time and who are present and vote, whether in person or by proxy, at the Court Meeting (and at any separate class meeting which may be required by the Court) and who represent not less than 75% in value of the Scheme Shares voted by those Scheme Shareholders; and

the passing of the Company Shareholder Resolution by Company Shareholders representing not less than 75% of the total voting rights of Company Shareholders present and voting, whether in person or by proxy, at the Company General Meeting;

direct or indirect acquisition (whether in a single transaction or a series of related transactions) of assets of the Company or any of its Subsidiaries (including securities of Subsidiaries) equal to more than 20% of the consolidated assets of the Company and its Subsidiaries, taken as a whole, or to which more than 20% of the revenues or earnings of the Company and its Subsidiaries, taken as a whole, on a consolidated basis are attributable for the most recent fiscal year for which audited financial statements are then available;

direct or indirect acquisition (whether by issuance or transfer and whether in a single transaction or a series of related transactions) of more than 20% of the outstanding voting or equity securities of the Company, including Company ADSs (whether by voting power or number of shares);

takeover offer, tender offer or exchange offer that, if consummated, would result in such Person or Group beneficially owning more than 20% of the outstanding voting or equity securities of the Company, including Company ADSs (whether by voting power or number of shares); or

merger, consolidation, share exchange, scheme of arrangement, business combination, joint venture, reorganisation, recapitalisation, liquidation, dissolution or similar transaction or series of related transactions involving the Company or any of its Subsidiaries pursuant to which persons other than the shareholders of the Company immediately preceding such transaction would hold more than 20% of the voting or equity securities in the Company (including Company ADSs) or, as applicable, in such surviving, resulting or ultimate parent entity as a result of such transaction (in each case whether by voting power or number of shares);

any shares in the share capital or other equity securities of, or other membership, partnership or other ownership interest in, such Person, including American depositary shares;

any securities of such Person convertible into or exchangeable or exercisable for shares in the share capital or other equity or voting securities of, or other membership, partnership or other ownership interests in, such Person or any of its Subsidiaries;

any warrants, calls, options or other rights to acquire from such Person, or other obligations of such Person to issue, any share capital or other equity or voting securities of, or other membership, partnership or other ownership interests in, or securities convertible into or exchangeable or exercisable for share capital or other equity or voting securities of, or other membership, partnership or other ownership interests in, such Person or any of its Subsidiaries; or

any restricted shares, stock appreciation rights, performance units, contingent value rights, “phantom” stock or similar securities or rights issued by or with the approval of such Person that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any share capital or other equity or voting securities of, other membership, partnership or other ownership interests in, such Person or any of its Subsidiaries;

registered in the name of, or beneficially owned by, the Purchaser, any member of the Purchaser Group or their respective nominees; or

held by the Company in treasury;

all obligations for borrowed money, whether current, short-term or long-term and whether secured or unsecured;

all obligations evidenced by bonds, debentures, notes or similar instruments, including any lability in respect of mandatorily redeemable or purchasable capital stock or securities convertible into capital stock;

all indebtedness of others secured by any Encumbrance on owned or acquired property, whether or not the indebtedness secured thereby has been assumed;

all finance and capital lease obligations and all synthetic lease obligations;

all obligations, contingent or otherwise, of such Person as an account party in respect of financial guaranties, letters of credit, letters of guaranty, surety bonds and other similar instruments whether or not drawn;

all obligations under securitisation transactions;

all obligations representing the deferred and unpaid purchase price of property (other than trade payables incurred in the ordinary course of business);

all obligations, contingent or otherwise, in respect of bankers’ acceptances, whether or not drawn;

net cash payment obligations of such Person under swaps, options, derivatives and other hedging agreements or arrangements that will be payable upon termination thereof (assuming they were terminated on the date of determination);

guarantees in respect of Indebtedness described in clauses (a) through (i), including guarantees of another person’s Indebtedness or any obligation of another person which is secured by assets of Company or any of its Subsidiaries; and

any accrued interest or penalties on any of the foregoing;

patents, patent applications, statutory invention registrations, registered designs, and similar or equivalent rights in inventions (“Patents”);

trademarks, service marks, trade dress, trade names, logos, and other designations or indicia of origin (“Marks”);

domain names;

copyrights and any other equivalent rights in works of authorship (whether or not registerable, including rights in software as a work of authorship) (“Copyrights”);

trade secrets and industrial secret rights in confidential or proprietary business or technical information, including know-how, formulations, formulae, technical, research, clinical and other data, in each case, that derives independent economic value, whether actual or potential, from not being known to other Persons; and

other similar or equivalent intellectual property or proprietary rights anywhere in the world;

is material to the Company and its Subsidiaries (taken as a whole) that was not known to or reasonably foreseeable by the Company Board as of the date of this Agreement (or if known, the magnitude or material consequences of which were not known by the Company Board as of the date of this Agreement);

does not result from a breach of this Agreement by the Company or relate to any Clearance or the expiration or termination of any waiting period under Applicable Law; and

does not relate to or involve any Competing Proposal or any enquiry or communications relating thereto,

with respect to the Company, the actual knowledge of Alan Hirzel (CEO), Michael Baldock (CFO), Emma Sceats (VP Sales), Jonathan Baker (VP Ops & Supply Chain), Alejandra Solache (VP R&D), Juan-Carlos Sacristan (CIO), Nick Skinner (VP HR) and Marc Perkins (GC); and

with respect to the Parent or the Purchaser, the actual knowledge of Daniel Raskas (SVP Corporate Development) and Christopher Korves (VP Corporate Development);

any Encumbrance for Taxes (i) not yet due and payable or (ii) which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been established to the extent required in accordance with IFRS or US GAAP;

vendors’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s Encumbrances, Encumbrances securing performance of bids, construction, trade contracts, plant, machinery or equipment leases, or other similar Encumbrances in the ordinary course of business including those arising by operation of Applicable Law in the ordinary course of business for amounts not yet delinquent;

pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security legislation, in each case in the ordinary course of business;

easements, rights-of-way, covenants, burdens, stipulations, reservations, encroachments, restrictions and other Encumbrances incurred in the ordinary course of business that do not materially detract from the value or the use or enjoyment of the Real Properties subject thereto;

statutory landlords’ liens and liens granted to or in favour of landlords under any Leases or any deeds or documents supplemental or ancillary thereto;

planning, zoning and building codes or regulations, conditions, restrictions and requirements, land use restrictions and other Applicable Laws regulating the use or occupancy of real properties or the activities conducted thereon which are not violated by the current use and operation of any Real Properties;

planning obligations, contributions or financial levies relating to Real Properties that are imposed by a Governmental Authority having jurisdiction over any Real Properties and any planning or statutory agreements and unilateral undertakings entered into with or in favour of any Governmental Authority, statutory undertaker or utility provider relating to any Real Properties;

Encumbrances contained or referred to in the deeds and documents relating to the Real Properties and in any surveys relating to the Real Properties;

Encumbrances which would be revealed by searches or enquiries, whether or not made, on this date of this Agreement, at the applicable land registries, local and central land charges registries, local authorities and all other public registers relevant to the Real Properties;

Encumbrances which would be revealed as a result of a physical inspection, whether or not made, of the Real Properties;

Encumbrances affecting the interest of any superior leasehold, freehold, fee or other superior interest held by entities other than the Company or its Subsidiaries in relation to the Real Properties;

other Encumbrances which, in the case of each of the foregoing paragraphs (d) through (k) would not, individually or in the aggregate, materially interfere with the ordinary conduct of business at each of the Real Properties;

non-exclusive licenses granted under Intellectual Property Rights in the ordinary course of business;

any purchase money security interests, equipment leases or similar financing arrangements;

any Encumbrances that do not secure a liquidated amount, have been incurred in the ordinary course of business and that would not individually or in the aggregate materially impact the business operations of the applicable Party;

Encumbrances that would be discharged or released at or prior to Effective Time; or

any Encumbrances which are disclosed on the Company Balance Sheet (in either case, in respect of Encumbrances applicable to the Company or any of its Subsidiaries) or in the Company Disclosure Letter;

the Effective Time; and

the termination of this Agreement in accordance with Clause 14;

in issue at the date of the Scheme;

(if any) issued after the date of the Scheme Circular but before the Voting Record Time; and

(if any) issued at or after the Voting Record Time but at or before the Scheme Record Time in respect of which the original or any subsequent holder thereof is bound by the Scheme or shall by such time have agreed in writing to be bound by the Scheme,

in the executive leadership team; or

has an annual base salary in excess of £200,000 or the equivalent amount in any local currency as reasonably determined by the Company based on the prevailing exchange rate applicable on the date of this Agreement;

In this Agreement, unless the context otherwise requires:

a reference to an enactment or statutory provision shall include a reference to any subordinate legislation made under the relevant enactment or statutory provision and is a reference to that enactment, statutory provision or subordinate legislation as from time to time amended, consolidated, modified, re-enacted or replaced;

references to a recital, paragraph, Clause or Schedule (other than a schedule to a statutory provision) shall refer to those of this Agreement, except where otherwise expressly stated;

headings do not affect the interpretation of this Agreement, the singular shall include the plural and vice versa, and references to one gender include all genders;

references to time are to the time in England, United Kingdom, except where otherwise expressly stated;

any reference to a “day” (including within the phrase “Business Day”) shall mean a period of 24 hours running from midnight to midnight;

references to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction;

references to “writing” or “written” shall include any modes of reproducing words in any legible form and include email, except where otherwise expressly stated;

references to “£”, “GBP”, “pounds sterling”, “Sterling”, “pence” and “p” are references to the lawful currency from time to time of the United Kingdom;

references to “$”, “USD”, “dollars” and “cents” are references to the lawful currency from time to time of the United States;

any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

the rule known as the ejusdem generis rule shall not apply and accordingly general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things;

the phrase “to the extent that” shall mean the degree to which a subject or other thing extends and shall not simply mean “if”;

the phrase “ordinary course of business” shall mean the ordinary course of business in all material respects and consistent with past custom and practice (including with respect to quantity and frequency) in all material respects;

references to this Agreement include this Agreement as amended or supplemented in accordance with its terms; and

any accounting term not specifically defined within the agreement will have the meaning in accordance with IFRS or US GAAP, as applicable.

The Schedules form part of this Agreement and shall have the same force and effect as if set out in the body of this Agreement and any reference to this Agreement shall include the Schedules.

TRANSFER OF SCHEME SHARES

At the Effective Time, subject to and in accordance with the terms of the Scheme and any relevant instruments or forms of transfer (to the extent required), the Scheme Shares shall be transferred from the Scheme Shareholders to the Purchaser or at the Purchaser’s discretion and direction to a DR Nominee (and/or such of its nominee(s) as may be agreed between the Purchaser and the Company) fully paid, with full title guarantee, free from all Encumbrances (other than transfer restrictions arising under applicable securities laws) and together with all rights at or after the Effective Time attached or relating to such Scheme Shares.

The Parties acknowledge and agree that immediately following the Effective Time and as an indirect consequence of the Scheme, the holders of Company ADSs shall have the right to receive the Per-ADS Consideration in respect of each Company ADS that they hold as at the relevant record time set by the Depositary, in each case subject to and in accordance with the terms and conditions set out in this Agreement, the Scheme and the Deposit Agreement.

As soon as reasonably practicable after the Effective Time, and subject to the stamping of any relevant instruments or forms of transfer (to the extent required), the register of members of the Company will be updated to reflect the transfer of the Scheme Shares in accordance with this Agreement and the Scheme.

CONSIDERATION

Prior to the Effective Time, the Purchaser shall appoint a receiving agent, commercial bank or trust company reasonably acceptable to the Company (the “Paying Agent”) and enter into a paying agent agreement with the Paying Agent acceptable to the Company (acting reasonably).

Subject to and in accordance with the terms of the Scheme, the Purchaser shall:

as soon as reasonably practicable following the Effective Time, and in any event within two Business Days after the Effective Time, deposit or procure the deposit with the Paying Agent, for the benefit of the Scheme Shareholders (other than the Depositary Shareholder), cash in an amount equal to the aggregate amount of the Per-Share Consideration due in respect of the Residual Scheme Shares (as notified in writing by the Company to the Purchaser at or prior to the Effective Time) (the “Consideration Fund”); and

procure that the Paying Agent uses the Consideration Fund to settle the payment of the Per-Share Consideration to Scheme Shareholders who are the registered holders of the Residual Scheme Shares at the Scheme Record Time as soon as reasonably practicable following the Effective Time, and in any event within five Business Days after the Effective Time, in accordance with the terms of the Scheme.

Subject to and in accordance with the terms of the Scheme, as soon as reasonably practicable following the Effective Time, and in any event within two Business Days after the Effective Time, the Purchaser shall deposit or procure the deposit with the Depositary Shareholder (or its nominee(s)) cash in an amount equal to the aggregate amount of Per-Share Consideration due in respect of the Deposited Scheme Shares (as notified in writing by the Company to the Purchaser at or prior to the Effective Time).

The Parties acknowledge and agree that, subject to receiving the aggregate amount of Per-Share Consideration in respect of the Deposited Scheme Shares, the Depositary Shareholder (or its nominee(s)) shall promptly deliver the Per-ADS Consideration to each holder of a Company ADS subject to and in accordance with the terms of the Deposit Agreement.

The Purchaser will bear all fees, charges and expenses that the Company ADS holders are required to bear under the Deposit Agreement in connection with the Transaction, the cancellation of the Company ADSs and the receipt of the Per-ADS Consideration. No interest will be paid or accrued on any amount payable in respect of the Company ADSs.

Any portion of the Consideration Fund which has not been transferred to the holders of Residual Scheme Shares within 12 months of the Effective Date shall be delivered to the Purchaser or its designee(s) promptly upon demand by the Purchaser (it being understood that no such delivery shall affect any legal right that a Scheme Shareholder may have to receive the Per-Share Consideration), and thereafter such Scheme Shareholders shall be entitled to look only to the Purchaser for, and the Purchaser shall remain liable for, payment of their claims for the Per-Share Consideration pursuant to the provisions of this Clause 3.

No interest shall be paid or shall accrue for the benefit of Scheme Shareholders on the Per-Share Consideration.

Without prejudice to the Purchaser’s obligations under this Agreement and the Scheme with respect to the payment of the Per-Share Consideration, to the fullest extent permitted by Applicable Law, none of the Purchaser, any member of the Purchaser Group, the Company, the Paying Agent, the Depositary Shareholder or any other Person acting as agent for, or otherwise at the direction of, any of the foregoing Persons, including any of their respective Affiliates, directors, officers or employees, will be liable to the Company, the Scheme Shareholders or any other Person in respect of the Per-Share Consideration from the Consideration Fund or any other cash or property delivered to a public official pursuant to any applicable abandoned property, escheat or similar Applicable Laws.

If, between the date of this Agreement and the Effective Time, the outstanding Company Ordinary Shares are changed to, or exchanged for, a different number or class of shares or securities as a result of any share dividend, bonus issue, scrip dividend, subdivision, reorganisation, merger, consolidation, reclassification, redesignation, recapitalisation, share split, combination or exchange of shares, or a share or scrip dividend has been declared with a record date within such period, or any similar event occurs (or if the number of Company Ordinary Shares represented by each Company ADS is changed pursuant to the Deposit Agreement), then the amount of the Per-Share Consideration (and/or the Per-ADS Consideration, as applicable) shall be appropriately adjusted to provide to the Purchaser and the Scheme Shareholders the same economic effect as contemplated by this Agreement prior to such event, provided that nothing in this Clause 3.9 shall be construed to permit the Company to take any action with respect to its securities that is prohibited by Clause 9 or the other terms of this Agreement.

The Purchaser, any member of the Purchaser Group, any Affiliates of any member of the Purchaser Group, the Paying Agent and any other Person shall be entitled to deduct and withhold from the payment or delivery of the Per-Share Consideration and the Per-ADS Consideration such amounts, if any, of Tax as it is required to deduct and withhold with respect to the making of such payment or delivery under Applicable Law. The Parties will cooperate in good faith to implement payment arrangements in respect of the settlement of the Per-Share Consideration and/or the Per-ADS Consideration (including through the use of appropriate agents that will, to the extent legally permissible, minimise both the amount of, and the administrative burdens associated with, such deduction or withholding). To the extent that amounts of Tax are so deducted and withheld, such deducted and withheld amounts:

shall be remitted to the applicable Taxing Authority within the time limits imposed by Applicable Law; and

shall be treated for all purposes of this Agreement and the Scheme as having been paid to the person in respect of which such deduction and withholding was made.

CONDITIONS

The obligations of the Parties to implement and give effect to the Scheme are subject to the satisfaction or, where permitted or required under this Agreement, waiver of the Conditions by the Parent, the Purchaser or the Company, as applicable.

The Purchaser undertakes that, by 8.00 p.m. on the day immediately prior to the hearing of the Court to sanction the Scheme, it shall deliver a notice in writing to the Company either:

confirming that all Conditions are satisfied or (to the extent permitted by Applicable Law) waived (other than (i) those Conditions that by their nature are to be satisfied on the Effective Date (but subject to those Conditions being able to be satisfied or having been waived) and (ii) the Court Sanction Condition); or

confirming its intention to invoke one or more Conditions, identifying such Condition or Conditions and providing reasonable details of the event which has occurred, or the circumstances which have arisen, that it considers entitle it to invoke that Condition or those Conditions.

The Purchaser undertakes to the Company to keep the Company informed promptly of the progress towards the satisfaction (or otherwise) of the Conditions and, if the Purchaser is, or becomes, aware of any matter which might reasonably be considered to be material in the context of the satisfaction or waiver of any of the Conditions, it will in each case as soon as reasonably practicable make the substance of any such matter known to the Company and, so far as it is aware of the same, provide such details and further information as the Company may reasonably request. Nothing in this Agreement shall oblige the Purchaser to provide any information to the Company which the Purchaser is not permitted to provide pursuant to Applicable Law or contractual obligation (provided that the Purchaser shall use all reasonable endeavours to make substitute arrangements or permit such disclosure in a manner that would not violate such restrictions).

The Company undertakes to the Purchaser to keep the Purchaser informed promptly of the progress towards the satisfaction (or otherwise) of the Conditions and, if the Company is, or becomes, aware of any matter which might reasonably be considered to be material in the context of the satisfaction or waiver of any of the Conditions (including but not limited to a breach of any representation or warranty under this Agreement), it will in each case as soon as reasonably practicable make the substance of any such matter known to the Purchaser and, so far as it is aware of the same, provide such details and further information as the Purchaser may reasonably request. Nothing in this Agreement shall oblige the Company to provide any information to the Purchaser which the Company is not permitted to provide pursuant to Applicable Law or contractual obligation (provided that the Company shall use all reasonable endeavours to make substitute arrangements or permit such disclosure in a manner that would not violate such restrictions).

The Purchaser shall be responsible for contacting and corresponding with the relevant Governmental Authorities in relation to the Identified Clearances, including preparing and submitting all necessary filings, notifications and submissions as soon as reasonably practicable and no later than 15 Business Days following the date of this Agreement (except for the filing related to paragraph (ii) of Schedule 2, which the Purchaser shall prepare and submit as soon as reasonably practicable following the date of this Agreement). The Purchaser shall consult with the Company and keep the Company updated as to progress towards obtaining such Identified Clearances, including by taking the steps set out in Clause 4.7.

The Company undertakes to cooperate with the Purchaser and the Parent in relation to the Identified Clearances and to assist the Purchaser in communicating with any Governmental Authority in relation to such Identified Clearances and promptly to provide such information and assistance to the Purchaser as they may reasonably require for the purposes of obtaining any such Identified Clearances and for the purpose of making a submission, filing or notification to any Governmental Authority in connection with any such Identified Clearances as soon as reasonably practicable. Without limiting the generality of the foregoing, the Company shall file a notification and report form with respect to the Transaction pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 as soon as reasonably practicable and no later than 15 Business Days following the date of this Agreement.

Without prejudice to the generality of Clauses 4.5 and 4.6, the Purchaser undertakes to the Company that it shall:

make as promptly as reasonably practicable such filings with any Governmental Authority as are necessary or expedient for the implementation of the Transaction including by making complete filings required to be made by the Purchaser to the Governmental Authorities for the Identified Clearances by the date falling 15 Business Days after the date of this Agreement (except for the filing related to paragraph (ii) of Schedule 2, which the Purchaser shall prepare and submit as soon as reasonably practicable following the date of this Agreement);

take all such steps and make as promptly as reasonably practicable, and in any event within applicable deadlines and due dates, such filings with all appropriate Governmental Authorities, jointly or separately, as are necessary or reasonably desirable to obtain the Identified Clearances;

subject to Applicable Law, promptly notify the Company and provide copies of any significant communications with any Governmental Authority in connection with obtaining the Identified Clearances, provided that the Purchaser shall not be obliged to provide to the Company, or shall be permitted to redact, any confidential or other sensitive information of the Purchaser (including concerning the Purchaser’s valuation of or future plans for the Company);

subject to Applicable Law, use all reasonable endeavours to procure that the Company and its Representatives are able to attend any meetings or hearings and participate in any discussions with any Governmental Authority in connection with obtaining the Identified Clearances, provided that the Purchaser shall be permitted to take the lead in all joint meetings and communications with Governmental Authorities and in devising and implementing strategy in connection with the Identified Clearances; and

notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent relating to any Applicable Law, the Purchaser shall (and shall cause its Subsidiaries and Affiliates to) cooperate in good faith with the Governmental Authorities and shall promptly take any and all actions to complete lawfully the Transaction as soon as reasonably practicable (but in any event prior to the Long Stop Date) and any and all action, including litigation, necessary or advisable to

proffering and consenting and/or agreeing to an Order or other agreement providing for the sale, licensing or other disposition, or the holding separate of, or other limitations or restrictions on, or limiting any freedom of action with respect to, any assets, categories of assets or lines of business of the Company (including Affiliates); and

promptly effecting the disposition, licensing or holding separate of assets or lines of business of the Company (including Affiliates), in each case, at such time as may be necessary to permit the lawful consummation of the Transaction prior to the Long Stop Date,

The entry by any Governmental Authority into any Proceeding or Order permitting the consummation of the Transaction but requiring any assets or lines of business of the Company (including Affiliates) to be sold, licensed or otherwise disposed or held separate thereafter (including the business and assets of the Company or any of its Subsidiaries) shall not, individually, or in the aggregate (together with one or more other changes, events, circumstances, developments or facts) be deemed a failure to satisfy any Condition, provided that any such requirements do not contain any Burdensome Condition.

The Parent shall not, and shall procure that no other member of the Purchaser Group shall, make any filing or notification in respect of any Clearance other than the Identified Clearances without the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned). Except as set out in Clause 4.6, the Company shall not, and shall procure that none of its Affiliates shall, make any filing or notification in respect of any Clearance without the prior written consent of the Parent (such consent not to be unreasonably withheld, delayed or conditioned).

Each of the Parent and the Company undertakes that, prior to the Effective Time, it shall not, and shall procure that other members of the Purchaser Group and any Subsidiaries of the Company, respectively, shall not, either alone or acting in concert with others, acquire or agree to acquire any business or a part of any business if such acquisition or agreement would be reasonably expected to materially prejudice or materially delay the satisfaction of the Condition set out in paragraph 1(d) of Schedule 1.

If the Condition set out in paragraph 1(d) of Schedule 1 is not fulfilled by 5.00 p.m. on the Long Stop Date, either the Purchaser or the Company may, by notice in writing to the other Party no later than 5.00 p.m. on the Business Day immediately following the Long Stop Date, extend the Long Stop Date to date that is six months after the Long Stop Date.

IMPLEMENTATION OF THE SCHEME

The Parties shall use all reasonable endeavours to:

procure that the Joint Announcement is published by no later than 5.00 p.m. on the day following the execution of this Agreement (or by such later time or such other date as may be agreed between the Company and the Purchaser, subject to Applicable Law); and

do and execute, or procure the doing and executing of, each necessary or desirable act, document and thing reasonably within its power to implement the Transaction on the terms and subject to the conditions set out or referred to in this Agreement and the Scheme.

The Parties agree that the conditions to the Scheme set out in the Scheme Circular shall be the same as the Conditions set out in this Agreement.

Without prejudice to the generality of Clause 5.1, the Company shall:

as soon as reasonably practicable following the date of this Agreement, prepare (i) a draft Scheme Circular and (ii) a draft of any other documentation which is to be filed, published and/or mailed in connection with the Scheme Circular (including the forms of proxy for use by the Company Shareholders at the Company General Meeting and by the Scheme Shareholders at the Court Meeting (the “Forms of Proxy”)) (such other documentation, the “Ancillary Scheme Documentation”);

use all reasonable endeavours to cause the Scheme Circular and the Ancillary Scheme Documentation (together, the “Transaction Documentation”) to comply in all material respects with Applicable Law (including the Companies Act);

for the purpose of implementing the Scheme, instruct a King’s Counsel and promptly provide the Purchaser and its advisers with a summary of any advice given by such counsel that is material to the Scheme (including its terms, structure and implementation) and, subject to prior agreement from such counsel, provide the Purchaser and its advisers with reasonable access to such counsel and attendance at any key discussions or conferences with such counsel, as may be considered appropriate by such counsel and the Company;

as soon as reasonably practicable following the date of this Agreement, apply to the Court under Part 26 of the Companies Act to schedule a hearing of the Court (including any adjournments thereof, the “Convening Hearing”) at which the Court will be invited to:

provide directions in connection with the Scheme (including any issue which may arise in connection with the constitution of the Court Meeting) and the Scheme Circular; and

grant an order for the convening of the Court Meeting (the “Convening Order”),

use all reasonable endeavours to cause the Scheme Circular and Forms of Proxy (together with any other Ancillary Scheme Documentation to be mailed) to be mailed to the Company Shareholders, and publish such other notices as the Court may require in the Convening Order, prior to 31 October 2023 and, in any event, as promptly as reasonably practicable after the Court grants the Convening Order;

unless the Company Board (or any committee thereof) has effected a Company Adverse Recommendation Change permitted under and in accordance with Clauses 10.5 or 10.7, procure that the Scheme Circular includes the Company Board Recommendation;

prior to filing, publishing or mailing any Transaction Documentation, consult with the Purchaser Group as to the form and content of such Transaction Documentation, and, for such purpose, afford the Purchaser Group reasonably sufficient time to consider the Transaction Documentation and take into consideration in good faith all comments reasonably proposed by the Purchaser, except that no such consultation or consideration shall be required with respect to disclosure regarding a Company Adverse Recommendation Change permitted under and in accordance with Clauses 10.5 or 10.7;

provide the Purchaser with drafts of any further documents, witness statements, affidavits or evidence to be submitted to the Court in relation to the Scheme (the “Court Documentation”) and take into consideration in good faith all comments reasonably proposed by the Purchaser, other than comments regarding a Company Adverse Recommendation Change permitted under and in accordance with Clauses 10.5 or 10.7;

establish a record date and time for, and convene and hold, the Court Meeting and the Company General Meeting as soon as reasonably practicable following the date of the Scheme Circular;

keep the Purchaser informed on a reasonably regular basis, as requested by the Purchaser, during the period between the dispatch of the Transaction Documentation to Company Shareholders and the date of the Company Shareholder Meetings of the number of valid proxy votes received in respect of resolutions to be proposed at the Court Meeting and the Company General Meeting;

not, unless required by the Court, withdraw the Scheme or allow it to lapse without the prior written consent of the Purchaser;

as promptly as practicable following the receipt of the Company Shareholder Approvals and the satisfaction or (to the extent permitted by Applicable Law) waiver of all other Conditions (other than (i) those Conditions that by their nature are to be satisfied on the Effective Date (but subject to those Conditions being able to be satisfied or having been waived) and (ii) the Court Sanction Condition) use all reasonable endeavours to take all necessary steps on the part of Company, including to prepare and issue, serve and lodge all such Court documents as are required, to seek the Court Sanction Order; and

as promptly as practicable (and in any event within five Business Days) following the receipt of the Court Sanction Order and the satisfaction or (to the extent permitted by Applicable Law) waiver of the Conditions (other than the Condition set out in paragraph 1(c) of Schedule 1) procure that a copy of the Court Sanction Order is delivered to the Registrar of Companies.

The obligations of the Company under Clause 5.3 shall continue in full force and effect following any Company Adverse Recommendation Change unless this Agreement is validly terminated in accordance with Clause 14 or as expressly provided in Clause 5.3.

Without prejudice to the generality of Clause 5.1, each of the Parent and the Purchaser shall:

instruct counsel to appear on its behalf at the Court hearing to sanction the Scheme, and undertake to the Court to be bound by the terms of the Scheme insofar as it relates to the Purchaser or the Parent (as applicable);

subject to the terms of this Agreement, afford all such prompt cooperation and assistance and provide all such documentation and information, and procure that each member of the Purchaser Group affords all such prompt cooperation and assistance and provides all such documentation and information, as may be reasonably requested by the Company in respect of the preparation and verification of the Transaction Documentation, the Court Documentation and any other document required for the implementation of the Scheme or any other matter covered by this Clause 5, including the prompt and timely provision to the Company of such information and confirmations relating to it, its Subsidiaries and any of its or their respective directors, officers or employees as the Company may reasonably request;

notify the Company promptly of:

any changes in the information disclosed in any document or announcement published by the Company, the Purchaser or the Parent in connection with the Transaction which are material in the context of that document or announcement; and

any material new information which may be relevant to a Scheme Shareholder in considering the merits of the Transaction, and agree that any such information may be published by the Company if: (A) the Company determines that such disclosure is necessary to ensure that all Scheme Shareholders have sufficient information to consider the merits of the Transaction; and (B) the Purchaser or the Parent (as applicable) has consented to the content and form of the disclosure (such consent not to be unreasonably withheld, delayed or conditioned); and

provide any comments on all Transaction Documentation and Court Documentation submitted to it as promptly as reasonably practicable.

The Purchaser shall, as soon as reasonably practicable after the date of this Agreement and in any event prior to the Effective Date, obtain confirmation from His Majesty’s Revenue & Customs that the Court Sanction Order shall not be subject to stamp duty or stamp duty reserve tax on the basis that the Court Sanction Order will not be the principal instrument of transfer (and in connection therewith, will provide an undertaking to His Majesty’s Revenue & Customs that the Purchaser will pay all applicable stamp duty on the relevant instrument of transfer).

COMPANY EQUITY PLANS AND EMPLOYEE MATTERS

RESPONSIBILITY FOR INFORMATION AND STANDARDS OF CARE

The Parent and the Purchaser will procure that the their respective directors and officers accept responsibility for all of the information in the Scheme Circular relating to members of the Purchaser Group.

The Company will procure that the Company Board accept responsibility for their views set out in the Scheme Circular and all information in the Scheme Circular other than information for which responsibility is accepted by the directors and officers of the Parent and the Purchaser under Clause 7.1.

Each Party acknowledges and agrees that:

each document, announcement or other information published, or statement made during the Relevant Period must be prepared with the highest standards of care and accuracy; and

these requirements apply whether the document, announcement or other information is published, or the statement is made, by the Party concerned or by a Representative on its behalf.

Each Party undertakes to use all their reasonable endeavours not to make statements in relation to this Transaction during the Relevant Period which, while not factually inaccurate, may be misleading or may create uncertainty.

REPRESENTATIONS AND WARRANTIES

Except as Disclosed in the Company Disclosure Letter, the Company hereby represents and warrants to the Purchaser and the Parent as set out in Schedule 4.

The Purchaser and the Parent hereby represent and warrant to the Company as set out in Schedule 5.

Each of the representations and warranties in Schedule 4 and Schedule 5 shall be construed as being separate and independent.

CONDUCT PENDING THE EFFECTIVE DATE

The Company undertakes that during the Relevant Period, except:

as expressly required or otherwise expressly contemplated under this Agreement, as set out in the Company Disclosure Letter or as required by Applicable Law; or

with the written consent of the Purchaser (which consent shall not be unreasonably withheld or delayed),

Without prejudice to the generality of Clause 9.1, except as prohibited or required by Applicable Law or as otherwise expressly required or expressly contemplated by this Agreement (including, for the avoidance of doubt, Schedule 3), without the Purchaser’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), during the Relevant Period the Company shall not, and shall cause each of its Subsidiaries not to:

adopt or propose any amendment to its Company Articles or amend the terms of the Deposit Agreement;

acquire (including by merger, takeover offer, scheme of arrangement or acquisition of securities or assets or by any other means) or authorise or announce an intention to so acquire, or enter into any agreements providing for any acquisition of, any securities of or other equity interest in or assets comprising a business or division of any other Person, except for:

transactions solely between the Company and a wholly owned Subsidiary of the Company or solely between wholly owned Subsidiaries of the Company; or

subject to Clause 4.10, any transaction involving cash consideration of less than £10 million (including any “earnout”, deferred or contingent payments) in the aggregate for all such transactions;

authorise, declare, set aside, make or pay any dividends or distribution with respect to its shares or other Equity Securities (whether in cash, assets, shares or other securities of the Company or any of its Subsidiaries), other than dividends or distributions made by any wholly owned Subsidiary of the Company to the Company or to any wholly owned Subsidiary of the Company;

split, combine, consolidate, subdivide, reduce, reclassify or redesignate any of its share capital or other Equity Securities, or redeem, purchase, cancel or otherwise acquire or offer to acquire any of its share capital or other Equity Securities, except for:

the acceptance of Company Ordinary Shares or Company ADSs as payment of the exercise price of Company Share Options or for withholding Taxes in respect of Company Share Options;

any such transaction involving the Company and its wholly owned Subsidiary or only wholly owned Subsidiaries of the Company; or

transactions required to be taken by the Depositary or the Company under the Deposit Agreement in accordance with its terms;

issue, deliver, grant, sell, pledge, dispose of, charge, mortgage or encumber, or authorise the issuance, delivery, grant, sale, pledge, disposition, charging, mortgaging or Encumbrance of, any shares, voting securities or other Equity Securities (including any Company ADS) in the Company or any Subsidiary of the Company or any securities convertible into or exchangeable or exercisable for any such shares, voting securities or Equity Securities (including any Company ADS) or take any action to cause to be exercisable or vested any otherwise un-exercisable or unvested Company Share Option under any existing Company Equity Plan (except as otherwise provided by the terms of any Company Equity Plan), other than:

issuances or grants of Company Ordinary Shares, Company ADSs or other securities as required pursuant to equity awards or obligations under the Company Equity Plans outstanding on the date of this Agreement in accordance with the terms of the applicable Company Equity Plan in effect on the date of this Agreement or granted after the date of this Agreement not in violation of this Agreement;

in accordance with Schedule 3;

sales of Company Ordinary Shares or Company ADSs pursuant to the exercise of Company Share Options if necessary to effectuate an optionee or award holder’s direction upon exercise or pursuant to the settlement of Company Share Options in order to satisfy Tax withholding obligations;

transactions solely between the Company and a wholly owned Subsidiary of the Company or solely between wholly owned Subsidiaries of the Company; or

transactions required to be taken by the Depositary or the Company under the Deposit Agreement in accordance with its terms;

except as required by Applicable Law or any Company Employee Plan or any contract as in existence as of the date of this Agreement (or established after the date of this Agreement not in contravention of this Clause 9.2(f)) or in accordance with the terms of this Agreement:

increase the compensation or benefits payable or to become payable to any of its directors, executive officers or employees, except for (A) annual or other regular merit-based increases of salaries or wage rates in the ordinary course of business (provided that such increases in base salaries or wage rates shall not exceed 6.0% in the aggregate), (B) in connection with hires and promotions not otherwise prohibited by Clause 9.2(f)(vi) or (C) non-material changes to group health or welfare plan benefits in connection with annual renewals;

grant or pay or commit to grant or pay to any of its directors, executive officers or employees any bonuses, incentive compensation, retention awards or increases in severance or termination pay other than annual bonuses pursuant to paragraph 3 of Part 2 of Schedule 3 and retention awards pursuant to paragraph 4 of Part 2 of Schedule 3;

establish, adopt, enter into, amend in any material respect or terminate any collective bargaining agreement or Company Employee Plan, or any plan, contract, policy or arrangement that would be a Company Employee Plan if it were in effect on the date hereof, other than non-material changes to group health or welfare plan benefits in connection with annual renewals;

take any action to amend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any Company Equity Plan;

terminate the employment of any Senior Employee, other than for cause, provided that the Company shall promptly notify the Purchaser in writing if any such termination is effected;

hire or promote any new Senior Employees except to replace any departed Senior Employee (other than any departed Senior Employee who is the Chief Executive Officer, Chief Financial Officer and any member of the executive leadership team); or

enter into or amend any agreement or arrangement that provides for the recognition of or requirement to bargain with any union, works council or other body that represents any Company Employee;

liquidate (completely or partially), wind up, dissolve, place into administration or receivership, enter into any voluntary arrangement or other compromise with creditors, restructure, recapitalise or effect any other reorganisation (including any restructuring, recapitalisation or reorganisation between or among any of the Company or its Subsidiaries), or adopt any plan or resolution, or take any other action providing for any of the foregoing other than the winding up and dissolution of dormant or immaterial Subsidiaries of the Company;

make any loans, advances or capital contributions to, or investments in, any other Person, except for:

loans solely among the Company and its wholly owned Subsidiaries or solely among the Company’s wholly owned Subsidiaries;

advances for reimbursable employee expenses in the ordinary course of business;

the extension of trade credit in the ordinary course of business; or

investments in cash equivalents and marketable securities in the ordinary course of business;

sell, lease, license, assign, abandon, permit to lapse, transfer, exchange, swap or otherwise dispose of, or subject to any Encumbrance (other than Permitted Encumbrance), any of its properties, rights or assets (including shares in the capital of any Subsidiaries), other than:

the sub-leasing of any Real Property by the Company or any of its Subsidiaries as sublessor on arm’s length commercial terms;

sales of inventory and dispositions of obsolete equipment in the ordinary course of business; or

to the Company or any of its wholly owned Subsidiaries;

other than in the ordinary course of business or as would not be adverse to the Company or any of its Subsidiaries in any material respect:

enter into any Contract that would constitute a Material Contract if in effect on the date of this Agreement; or

materially modify, materially amend, extend or terminate (other than non-renewals or auto-renewals occurring in the ordinary course of business or termination at the end of the Contract term in accordance with the terms of the Contract) any Material Contract,

make any capital expenditure or expenditures or enter into agreements or arrangements providing for capital expenditure or expenditures except that are not included in the Company’s capex plan provided to the Purchaser prior to the date of this Agreement, or any subsequent capex plan(s) prepared in the ordinary course with the approval of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), that are individually in excess of £2.5 million or in the aggregate in excess of £5 million;

(i) initiate any material Proceeding or (ii) waive, release, assign, compromise or settle any Proceeding to which the Company or any of its Subsidiaries is a defendant, other than the compromise or settlement of any Proceeding that provides for the payment by the Company or its Subsidiaries of an amount in cash not to exceed £10 million individually or in the aggregate (excluding any amounts paid by any insurer or other third party), provided that any Proceeding related to Taxes shall be governed by Clause 9.2(n);

make any material change in financial accounting policies, practices, principles or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes, except as required by IFRS, US GAAP (to the extent applicable to the Company or any of its Subsidiaries) or Applicable Law;

make or change any material Tax election, change any Tax accounting period, adopt or change any material method of Tax accounting, make any amendment to any Tax Return that would have a material effect enter into any closing agreement or seek any ruling from any Governmental Authority in respect of a material amount of Taxes, initiate any voluntary Tax disclosure with any Governmental Authority with respect to Taxes, or settle or compromise any Proceeding related to material Taxes and for these purposes a Proceeding shall be deemed to relate to material Taxes to the extent such settlement or compromise provides for the payment by the Company or its Subsidiaries of an amount of Tax exceeding £10 million;

enter into any material transaction, or amend, extend or modify any existing material transaction, with any person with whom the Company or any of its Subsidiaries is considered related or otherwise connected for the purposes of any Tax, where such resulting transaction is carried out on terms other than those that would be agreed at arm’s length;

incur, assume, guarantee, endorse or otherwise become liable for any Indebtedness for borrowed money or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities (directly, contingently or otherwise), except for:

for the incurrence of any Indebtedness solely among the Company and its wholly owned Subsidiaries or solely among wholly owned Subsidiaries of the Company;

currency derivatives in all material respects in the ordinary course of business and not for speculative purposes;

the incurrence of Indebtedness under the Company Revolving Credit Facility, provided that the amount drawn under the Company Revolving Credit Facility (after having taken into account amount paid down by the Company or any of its Subsidiaries, from time to time) shall not at any time exceed £160 million;

enter into any transaction, agreement or understanding with any Company Shareholder, holder of Company ADS, or director or named executive officer (as defined in 17 CFR 229.402) of the Company or any of its Subsidiaries (or any immediate family member or Affiliate of the foregoing), except for any such transactions, agreements or understandings with any holders of Company Ordinary Shares and/or Company ADSs who hold less than 5 per cent. of the outstanding equity securities of the Company that (i) are in the ordinary course of business, (ii) are not with a director or named executive officer of the Company and (iii) do not otherwise require the consent of the Purchaser under this Clause 9.2;

enter into, amend, modify or supplement any term of any engagement letter between the Company and any of its financial or professional advisers in connection with the Transaction;

terminate, amend, modify or intentionally release or intentionally waive any provision of any confidentiality agreement to which the Company or any of its Affiliates is a party (except as expressly permitted by Clause 10.3(c)), or fail to enforce all such provisions of any such agreement, to the extent such provisions are still effective; or

agree or authorise, in writing or otherwise, to take any of the foregoing actions.

Notwithstanding anything to the contrary in this Agreement the Company shall be permitted to take commercially reasonable actions that would otherwise require the prior written consent of the Parent under this Clause 9 to the extent that the Company, acting reasonably, deems such action to be necessary to prevent the occurrence of, or mitigate the existence of, emergency situations or as may be reasonably necessary to address significant risks to human health or safety or material damage to the environment, material equipment or other material assets of the Company and its Subsidiaries.

Nothing contained in this Agreement shall give the Purchaser, directly or indirectly, the right to control or direct the Company’s or any of its Subsidiaries’ businesses or operations prior to the Effective Time and the Company shall continue to exercise, consistent with the terms of this Agreement, complete control and supervision over its Subsidiaries and its and their business and operations.

NON-SOLICITATION

The Company shall, and shall direct its and its Representatives to, promptly cease any and all existing discussions or negotiations with any Third Party ongoing as of the date of this Agreement with respect to any Competing Proposal and shall as promptly as practicable (and in any event within two Business Days) after the date of this Agreement:

terminate access of any third party to any data room containing confidential information of the Company; and

request the return or destruction of all confidential information provided to third parties prior to the date of this Agreement that have entered into a confidentiality agreement with the Company relating to any Competing Proposal.

During the Relevant Period, except as otherwise permitted by the provisions of this Clause 10, the Company shall not, and shall cause its Subsidiaries and direct its Representatives not to, directly or indirectly:

solicit, initiate, participate in, knowingly facilitate, knowingly assist or knowingly encourage any enquiries regarding, or the making or submission of, any Competing Proposal;

enter into, continue or participate in any discussions or negotiations in respect of any Competing Proposal or furnish to any Third Party any information in connection with any Competing Proposal;

enter into or adopt any letter of intent, heads of terms, memorandum of understanding or similar document, agreement, commitment, or agreement in principle (whether written or oral, binding or nonbinding) with respect to an Competing Proposal (other than an Acceptable Confidentiality Agreement in compliance with Clause 10.4(b));

make a Company Adverse Recommendation Change; or

resolve or agree to do any of the foregoing.

During the Relevant Period, to the extent permitted by Applicable Law the Company shall (i) promptly (and in any event within 24 hours) notify the Purchaser if any Competing Proposal has been received and such notice shall include the identity of the Third Party making such Competing Proposal and copies of any written Competing Proposal (including any proposed term sheet, letter of intent, agreement or other documents provided in connection with such Competing Proposal), (ii) keep the Purchaser reasonably informed of any material developments, discussions or negotiations regarding such Competing Proposal (including any change of terms) and (iii) respond as promptly as reasonably practicable to any reasonable requests made by the Purchaser in connection with such Competing Proposal. The Company or any of its Representatives may, in response to a Competing Proposal or any enquiry, indication of interest, proposal, offer or request from a Third Party:

seek to clarify (but not negotiate) the terms and conditions of such Competing Proposal, enquiry, indication of interest, proposal, offer or request (including by requesting that an oral communication be made in writing);

inform such Third Party or its Representative of the restrictions imposed by the provisions of this Clause 10; and

grant waivers, amendments or releases under any standstill restriction in effect on the date of this Agreement to the extent necessary to allow such Third Party to make a confidential Competing Proposal.

If, at any time prior to the satisfaction of the Shareholder Approval Condition, the Company Board receives a bona fide Competing Proposal made after the date of this Agreement that has not resulted from a material breach of Clause 10.1 or 10.2, the Company Board, directly or indirectly through its Representatives, may, if the Company Board (or any committee thereof) determines in good faith, after consultation with its financial advisor and outside legal counsel, that any such Competing Proposal constitutes or would reasonably be likely to lead to a Superior Proposal and that a failure to take action in response to such Competing Proposal would be inconsistent with its fiduciary duties under Applicable Law:

engage in negotiations or discussions with such Third Party and its Representatives and financing sources; and

provide to such Third Party and its Representatives and financing sources information relating to the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement, provided that all such information (to the extent that it has not been previously provided or made available to the Purchaser) shall also be provided or made available to the Purchaser concurrently with provision to such Third Party.

If, at any time prior to the satisfaction of the Shareholder Approval Condition, the Company Board receives a bona fide Competing Proposal made after the date of this Agreement that has not resulted from a material breach of Clauses 10.1 or 10.2 and the Company has complied with its obligations under Clause 10.6 and the Company Board (or any committee thereof) determines in good faith, after consultation with its financial advisor and outside legal counsel, that such Competing Proposal constitutes a Superior Proposal and that a failure to take action in response to such Superior Proposal would be inconsistent with its fiduciary duties under Applicable Law then, subject to Clause 10.6, the Company Board (or any committee thereof) may:

make a Company Adverse Recommendation Change; and/or

terminate this Agreement in accordance with Clause 14.1(d)(ii).

The Company may only exercise its rights under Clause 10.5 if it first satisfies the following requirements:

the Company notifies the Purchaser and the Parent in writing at least five Business Days before taking such action, and such notice includes an unredacted copy of the Superior Proposal (or, to the extent not in writing, the material terms and conditions thereof and the identity of the Person(s) making any such Superior Proposal);

the Company and its Representatives negotiate in good faith with the Purchaser, the Parent and their Representatives during such five Business Day notice period, to the extent that the Purchaser and the Parent affirmatively seek to negotiate and make themselves reasonably available to negotiate, to enable the Purchaser and the Parent to jointly propose revisions to the terms of this Agreement that would cause a Competing Proposal to no longer constitute a Superior Proposal; and

following the five Business Day period set out in Clause 10.6(b), the Company Board (or any committee thereof) considers in good faith any revisions to the terms of this Agreement proposed in a binding written proposal by the Purchaser and the Parent,

If, at any time prior to the satisfaction of the Shareholder Approval Condition, an Intervening Event occurs then, subject to Clause 10.8, the Company Board (or any committee thereof) may:

make a Company Adverse Recommendation Change of the type described in limbs (b) or (c) of the definition thereof; and/or

terminate this Agreement in accordance with Clause 14.1(d)(ii),

The Company may only exercise its rights under Clause 10.7, if it first satisfies the following requirements:

the Company notifies the Purchaser and the Parent in writing at least five Business Days before taking such action, and such notice includes a reasonably detailed description of the Intervening Event (including the facts and circumstances providing the basis for the determination by the Company Board (or any committee thereof) to effect such Company Adverse Recommendation Change);

the Company and its Representatives negotiate in good faith with the Purchaser, the Parent and their Representatives during such five Business Day notice period, to the extent that the Purchaser and the Parent affirmatively seek to negotiate and make themselves reasonably available to negotiate, to enable the Purchaser and the Parent to jointly propose revisions to the terms of this Agreement that would cause the Company to no longer make a Company Adverse Recommendation Change;

the Company and its Representatives provide to the Purchaser, the Parent and their Representatives all applicable information with respect to such Intervening Event reasonably requested by the Purchaser or the Parent to allow it to propose revisions to the terms of the Agreement; and

following the five Business Day period set out in Clause 10.8(b), the Company Board (or any committee thereof) considers in good faith any revisions to the terms of this Agreement in a binding written proposal by the Purchaser and the Parent,

In no event shall the Company’s compliance with its obligations pursuant to, or the exercise of its rights under, Clauses 10.3, 10.4, 10.6 and 10.8 constitute a Company Adverse Recommendation Change.

Nothing contained in this Clause 10 shall prevent the Company Board (or any committee thereof) from:

taking and disclosing to the Company Shareholders a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A promulgated under the 1934 Act;

making any required disclosure to the Company Shareholders if the Company Board determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under Applicable Law;

making any “stop, look and listen” communication to Company Shareholders pursuant to Rule 14d-9(f) promulgated under the 1934 Act (which, for the avoidance of doubt, shall not, in and of itself, constitute a Company Adverse Recommendation Change); or

making honest and complete disclosure to the Court at the hearing to sanction the Scheme as required by Applicable Law (which, for the avoidance of doubt, shall not, in and of itself, constitute a Company Adverse Recommendation Change),

The Parties agree that if any Representative or Subsidiary of the Company takes any action on behalf and at the direction of the Company which, if taken by the Company, would constitute a breach of this Clause 10, then the Company shall be deemed to be in breach of this Clause 10.

CASH FUNDING REQUIREMENT

The Parent and the Purchaser each represent, warrant and undertake that sufficient resources are immediately available to it for use to satisfy in full, and that the Purchaser will (and the Parent shall procure that the Purchaser will) satisfy in full, the cash funding requirements under and in connection with the Transaction, including:

the Per-Share Consideration;

any amounts payable to participants in the Company Equity Plans pursuant to Part 1 of Schedule 3;

any stamp duty or stamp duty reserve tax payable in connection with the transfer of the Scheme Shares pursuant to the Transaction;

the repayment or refinancing of the Company Revolving Credit Facility; and

any fees and expenses payable by the Parent or the Purchaser in connection with the Transaction,

In the event that the Cash Funding Requirement is increased, references in this Agreement to the Cash Funding Requirement and to the amount required to be made available by the Purchaser to satisfy the Cash Funding Requirement in full shall be to the amount so increased.

The Parent and the Purchaser expressly acknowledge and agree that their obligations under this Agreement, including their obligations to consummate the Transaction, are not subject to, or conditioned on, the receipt or availability of any funds or financing.

DIRECTOR AND OFFICER LIABILITY

From and after the Effective Date, the Purchaser shall procure that the Company and each of its Subsidiaries, to the fullest extent permitted by Applicable Law indemnify, defend and hold harmless each D&O Party against any Liability arising in connection with or in relation to such D&O Party’s position as a director, manager or officer of the Company or any of its Subsidiaries at least to the extent such D&O Party is indemnified immediately prior to the Effective Date pursuant to the Company Articles, the constitutional documents of any Subsidiary of the Company or any deed of indemnity or other agreement between such D&O Party and the Company or any of its Subsidiaries and either:

maintain in effect for a period of six years after the Effective Date:

the policies of directors’ and officers’ liability insurance maintained by the Company or any of its subsidiaries immediately prior to the Effective Date for the benefit of any D&O Party; or

to provide substitute policies of at least the same coverage and amounts and containing terms and conditions that are no less advantageous to the D&O Parties when compared to the insurance maintained by the Company and its subsidiaries as of the date of this Agreement.

obtain as of the Effective Date “tail” directors’ and officers’ liability insurance policies with a claims period of six years from the Effective Date with at least the same coverage and amounts, and containing terms and conditions that are no less advantageous to the D&O Parties when compared to the insurance maintained by the Company and its subsidiaries as of the date of this Agreement,

The obligations of the Purchaser and the Company and its Subsidiaries under this Clause 12 shall not be terminated, amended or modified in any manner so as to materially adversely affect any D&O Party (including such person’s successors, heirs and legal representatives) to whom Clause 12 applies without the written consent of such affected D&O Party (it being expressly agreed that the D&O Parties shall be third party beneficiaries of this Clause 12 and it shall be enforceable by such D&O Parties and their respective successors, heirs and legal representatives and shall be binding on all successors and assigns of the Purchaser and the Company and its Subsidiaries).

If, following the Effective Date, the Company or any of its Subsidiaries, or any of their respective successors or assigns:

consolidates with or merges into any other corporation or entity and is not the continuing or surviving corporation or entity of such consolidation or merger; or

transfers all or substantially all of its properties and assets to any person,

The rights of the D&O Parties under this Clause 12 shall be in addition to any rights such D&O Parties may have under the Company Articles or constitutional documents of any Subsidiary of the Company, or under any Applicable Law, and the Purchaser shall, and shall cause the Company and each of its Subsidiaries to, honour and perform under all indemnification agreements entered into by the Company or any of its Subsidiaries, as applicable, as in effect on the date of this Agreement.

FURTHER COVENANTS OF THE PARTIES

Subject to Clause 13.2, on reasonable notice during normal business hours during the Relevant Period, the Company shall, and shall cause its Subsidiaries and its Representatives to, afford to each member of the Purchaser Group and their Representatives reasonable access to the Company’s and its Subsidiaries’ properties, offices, personnel, Contracts, books, and records all other information concerning its businesses, properties and personnel (other than any of the foregoing to the extent specifically related to the negotiation and execution of this Agreement, or, except as expressly provided in Clause 10, to any Competing Proposal or Superior Proposal), in each case, as any member of the Purchaser Group or its relevant Representatives (as applicable) reasonably requests solely to the extent such request is made in furtherance of the consummation of the Transaction and in a manner so as to not unreasonably interfere with the normal business operations of the Company or any of its Subsidiaries. Without limiting the generality of the foregoing, during the Relevant Period, the Company shall deliver, or cause to be delivered, to the Purchaser:

within seven Business Days after the end of each month, the monthly financial information in GBP, prepared in accordance with IFRS and in the format as provided in file 3.3.3.2 in the Data Room for the month of May 2023; and

within 20 Business Days after the end of the fiscal quarter and within 25 Business Days after fiscal year-end, the management-prepared unaudited interim consolidated balance sheets, income statements and statements of cash flows of the Company and its Subsidiaries for such fiscal quarter or fiscal year (as appropriate), in each case in GBP and prepared in accordance with IFRS.

The obligations of the Company under Clause 13.1 shall be subject to the following:

the Company and its Subsidiaries shall not be required to provide such access or disclosure of information if it:

would, as reasonably determined based on the advice of outside counsel, jeopardise any attorney-client or other legal privilege with respect to such information;

would contravene any Applicable Law or confidentiality agreement with a third party entered into prior to the date of this Agreement or after the date of this Agreement in the ordinary course of business;

would result in the disclosure of any valuations of the Company in connection with the Transaction or any other strategic alternatives;

would be for the purpose of disclosure of such information in any Proceeding between the Parties; or

could be competitively detrimental to the Company;

the Parent and the Purchaser shall not use any information obtained pursuant to Clauses 13.1 or 13.2 for any purpose unrelated to the consummation of the Transaction; and

nothing in Clauses 13.1 or 13.2 shall be construed to require the Company, any of its Subsidiaries or any of its or their Representatives to prepare any financial statements, projections, reports, analyses, appraisals or opinions that are not readily available or permit any invasive testing.

The Company shall use all reasonable endeavours to deliver to the Purchaser a customary payoff letter and release documentation (in a form satisfactory to the Purchaser, acting reasonably) on or prior to the Effective Date in respect of the Company Revolving Credit Facility that provides for the payoff, cancellation, discharge and termination on the Effective Date of all indebtedness thereunder. Any amounts paid in respect of the Company Revolving Credit Facility do not form part of the Per-Share Consideration or Per-ADS Consideration.

The Company shall promptly (and in any event, within two Business Days) notify the Purchaser in writing of any shareholder demands or Proceedings (including derivative claims) commenced against the Company, its Subsidiaries and/or its or its Subsidiaries’ respective directors or officers relating to this Agreement or the Transaction (collectively, “Transaction

The Company shall give the Purchaser the opportunity to consult with it regarding the defence and settlement of any Transaction Litigation, shall consider in good faith the Purchaser’s advice with respect to such Transaction Litigation and shall give the Purchaser the opportunity to participate (at the Purchaser’s expense) in the defence or settlement of such Transaction Litigation. Neither the Company nor any of its Subsidiaries shall propose or agree to settle any Transaction Litigation without the Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayed), unless the Company Board or the board of directors of the relevant Subsidiary of the Company (or, in each case, any committee thereof) determines in good faith that the failure to take such action would be inconsistent with its fiduciary duties under Applicable Law.

On or prior to the Effective Date, the Company shall procure that a meeting of the Company Board (or any committee thereof) is held at which resolutions are passed, conditional upon the delivery of the Court Sanction Order to the Registrar of Companies (and effective as of the Effective Time), approving:

the resignation of such directors of the Company from the Company Board as the Purchaser shall notify to the Company; and

the appointment of such persons as the Purchaser shall notify to the Company as the directors of the Company.

On the Effective Date, the Company shall deliver to the Purchaser a letter of resignation (in customary form) from, or evidence of the removal of, each director who is to resign in accordance with Clause 13.6(a).

Each of the Company, the Purchaser and the Parent agrees to cooperate with the other Party and use all reasonable endeavours to take, or cause to be taken, all actions necessary to delist each Company ADS from Nasdaq and terminate its registration under the 1934 Act, provided that such delisting and termination shall not be effective until the Effective Time or as soon as reasonably practicable thereafter.

The Parent shall procure that the Purchaser complies with each of the Purchaser’s obligations under this Agreement and the Scheme in all respects.

The Parent and the Purchaser (each a “ Co-obligor”) shall be jointly and severally liable for their obligations under this Agreement. The Company may take action against, or release or compromise the liability of, a Co-obligor, without affecting the liability of any other Co-obligor.

Neither the Purchaser nor the Parent may elect to implement the acquisition of the entire issued and to be issued share capital of the Company as contemplated by this Agreement by means of a takeover offer within the meaning of section 974 of the Companies Act at any time without the Company’s prior written consent (to be granted in the Company’s sole discretion).

The Company and the Purchaser shall (and shall, in the case of the Company, procure that each of its Subsidiaries and its and their Representatives shall and, in the case of the Purchaser, procure that any other member of the Purchaser Group and its and their respective Representatives shall) provide such assistance and information as such other Party may reasonably request in connection with any matters relating to Tax in respect of the Transaction, including in respect of any Tax rulings, clearances or consents that any such Party may consider necessary or desirable in connection with the Transaction (including in connection with any UK stamp duty or stamp duty reserve tax).

The Parent and/or the Purchaser may, in their sole discretion, make a unilateral election pursuant to Section 338(g) of the US Internal Revenue Code of 1986, as amended, with respect to the Transaction.

The Company shall not take (or omit to take) any action that would reasonably be expected to result in:

the UK City Code on Takeovers and Mergers (the “Takeover Code”) applying to the Company, the Transaction; or

the Transaction becoming subject to the jurisdiction of the UK Panel on Takeovers and Mergers (the “Panel”).

TERMINATION

This Agreement may be terminated at any time prior to the Effective Time (notwithstanding receipt of the Company Shareholder Approvals):

by mutual written agreement of the Company and the Purchaser;

by either the Company or the Purchaser if:

the Effective Time has not occurred by the Long Stop Date;

a court or other Governmental Authority of competent jurisdiction has issued an Order that permanently enjoins, prevents or prohibits the consummation of the Transaction and such Order has become final and non-appealable;

if the Court Meeting or the Company General Meeting (including, in each case, any postponements or adjournments thereof) have been held and any Company Shareholder Approval has not been obtained; or

if the Court declines or refuses to sanction the Scheme; provided that if an appeal has been submitted by the Company in respect of any such decline or refusal, the right to terminate the Agreement pursuant to this Clause 14.1(b)(iv) may not be exercised until such appeal has been denied in a final determination;

by the Purchaser:

if, prior to the satisfaction of the Court Sanction Condition, (A) a Company Adverse Recommendation Change has occurred, or (B) the Company Board has failed to publicly reaffirm the Company Board Recommendation within five Business Days after the Purchaser’s written request following the public announcement of a Competing Proposal; provided that the right to terminate this Agreement pursuant to this Clause 14.1(c)(i) shall terminate at 11:59 p.m. on the 10^th Business Day following the date on which such right to terminate first arises;

if a breach of any representation or warranty or failure to perform any covenant or obligation on the part of the Company set out in this Agreement has occurred that would cause either Condition set out in paragraph 2(a) or 2(b) of Schedule 1 not to be satisfied, and such breach or failure to perform:

is incapable of being cured by the Long Stop Date; or

has not been cured by the Company within the earlier of (x) 20 Business Days following written notice to the Company from the Purchaser of such breach or failure to perform and (y) the Long Stop Date,

by the Company:

if a breach of any representation or warranty or failure to perform any covenant or obligation on the part of the Purchaser or the Parent set out in this Agreement has occurred that would cause any Condition set out in paragraph 3(a) or 3(b) of Schedule 1 not to be satisfied, and such breach or failure to perform:

is incapable of being cured by the Long Stop Date; or

has not been cured by the Purchaser or the Parent (as applicable) within the earlier of (x) 20 Business Days following written notice to the Purchaser or the Parent (as applicable) from the Company of such breach or failure to perform and (y) the Long Stop Date,

if the Company Board has (A) made a Company Adverse Recommendation Change in accordance with Clause 10.5 and authorised the termination of this Agreement and the execution of a definitive agreement for a Superior Proposal; or (B) made a Company Adverse Recommendation Change in accordance with Clause 10.7 and authorised the termination of this Agreement.

A Party desiring to terminate this Agreement pursuant to Clause 14.1 (other than pursuant to Clause 14.1(a)) shall give written notice of such termination to the other Parties, and such notice shall specify the relevant provision of Clause 14.1 pursuant to which such termination is made.

If this Agreement is validly terminated pursuant to Clause 14.1, this Agreement shall become void and of no effect without liability of any Party (or any of its Affiliates or its or their respective shareholders or Representatives) to the other Parties, except as provided in Clause 15 and in respect of any liability of any Party in respect of any antecedent breach of this Agreement or to any accrued rights of any Party.

The provisions of Clauses 1, 14, 15, 18.1, 19, 20, 24, 27 and 28 shall survive any termination of this Agreement. In addition, the termination of this Agreement shall not affect the respective obligations of the Company and the Parent under the Confidentiality Agreement.

TERMINATION PAYMENT

If:

this Agreement is terminated:

by the Purchaser pursuant to Clause 14.1(c)(i) (Company Adverse Recommendation Change); or

by the Company pursuant to Clause 14.1(d)(ii) (Company Adverse Recommendation Change); or

this Agreement is terminated by the Purchaser or the Company pursuant to Clause 14.1(b)(i) (Failure to Close by Long Stop Date), Clause 14.1(b)(iii) (Company Shareholder Approval not obtained), or Clause 14.1(c)(ii) (Material Breach by the Company) and both:

a bona fide Competing Proposal from a Third Party has been publicly announced or made publicly known after the date of this Agreement and has not been publicly withdrawn without qualification at least two Business Days prior to the Company General Meeting and the Court Meeting (in the case of a termination pursuant to Clause 14.1(b)(iii)) or prior to the termination of this Agreement (in the case of a termination pursuant to Clause 14.1(b)(i) or Clause 14.1(c)(ii)); and

within 12 months of the date this Agreement is so terminated, (A) the Company enters into a definitive agreement providing for a Competing Proposal with a Third Party that is ultimately consummated (regardless of whether such consummation is within such 12 month period), or (B) a transaction representing a Competing Proposal with a Third Party is consummated,

Any payment of the Company Termination Payment shall be made:

in the case of Clause 15.1(a)(ii), prior to or concurrently with any termination pursuant to Clause 14.1(d)(ii) (provided that any purported termination pursuant to Clause 14.1(d)(ii) without the concurrent payment of the Company Termination Payment shall be null and void);

in the case of Clauses 15.1(a)(i), within three Business Days following any termination pursuant to Clauses 14.1(c)(i); and

in the case of Clause 15.1(b), within three Business Days following the consummation of the Competing Proposal,

The Parties agree and understand that in no event shall the Company be required to pay the Company Termination Payment on more than one occasion and the Company shall not be liable under this Agreement for an amount in excess of the Company Termination Payment million in the event of the occurrence of one or more of the events specified in Clause 15.1.

If:

this Agreement is terminated by either Party pursuant to Clause 14.1(b)(i) (Effective Time not occurred by Long Stop Date) and the Condition set out in paragraph 1(d) of Schedule 1 has not been satisfied at the time of such termination; or

this Agreement is terminated by either Party pursuant to Clause 14.1(b)(ii) (Order preventing the Transaction), if such Order arises under antitrust or competition laws,

Any payment of the Parent Termination Payment shall be made within five Business Days following the date on which it becomes due and payable pursuant to Clause 15.4 by wire transfer of immediately available funds in pounds sterling to an account designated in writing by the Company (and shall only be required to be made to the extent that the Company has provided valid details of an account for payment).

The Parties agree and understand that in no event shall the Parent be required to pay the Parent Termination Payment on more than one occasion and the Parent shall not be liable under this Agreement for an amount in excess of Parent Termination Payment in the event of the occurrence of one or more of the events specified in Clause 15.4.

The Parties acknowledge that the rights and obligations contained in this Clause 15 are an integral part of the Transaction and that, without these rights and obligations, the Parties would not enter into this Agreement and that any amounts payable pursuant to this Clause 15 do not constitute a penalty.

The amounts payable by the Company pursuant to Clause 15.1 shall constitute liquidated damages and shall be the sole and exclusive remedy of the Purchaser, the Parent and their Affiliates and their respective Representatives in the event that this Agreement is terminated in the circumstances set out in Clause 15.1 (except in the case of fraud or material and wilful breach). The amounts payable by the Parent pursuant to Clause 15.4 shall constitute liquidated damages and shall be the sole and exclusive remedy of the Company and its Affiliates and their respective Representatives in the event that this Agreement is terminated in the circumstances set out in Clause 15.4 (except in the case of fraud or material and wilful breach).

The Parties intend that any payment of any Company Termination Payment or Parent Termination Payment, being compensatory in nature, shall not be treated (in whole or in part) as consideration for a supply for the purposes of VAT and, accordingly, the Parties shall, and shall procure that the representative member of any VAT group of which it is a member shall, use reasonable endeavours to secure that the Company Termination Payment or Parent Termination Payment (as applicable) will not be subject to any VAT.

ANNOUNCEMENTS AND CONFIDENTIALITY

Following the release of the Joint Announcement in accordance with Clause 5.1(a), the Purchaser, the Parent and the Company shall consult with each other before issuing any additional public announcement, press release, making any other public statement or scheduling any press conference, conference call or meeting with investors or analysts with respect to this Agreement or the Transaction.

Except as may be required by Applicable Law, the Deposit Agreement or any listing agreement with or rule of any national securities exchange or association, the Purchaser, the Parent and the Company shall not issue any public announcement or press release, make any other public statement or schedule any press conference, conference call or meeting with respect to this Agreement or the Transaction before consulting with the other Parties in accordance with Clause 16.1 (and, to the extent applicable, shall provide copies of any such public announcement, press release, statement or agreement to the other Parties and shall consider in good faith the comments of the other Parties), provided that the restrictions in this Clause 16 shall not apply to any public announcement, release or public statement:

in connection with an Competing Proposal or a Company Adverse Recommendation Change and matters related thereto; or

to the extent the information contained therein substantially reiterates (or is consistent with) previous public announcements, releases, public disclosures or public statements made by the Company and/or the Parent in compliance with this Clause 16.

Notwithstanding anything to the contrary in the Confidentiality Agreement or this Agreement, the Confidentiality Agreement shall continue in full force and effect until the Effective Time and all information provided to the Parent, the Purchaser or any of their Representatives pursuant to or in connection with this Agreement shall be subject to the terms of the Confidentiality Agreement.

FURTHER ASSURANCES

FEES, COSTS AND TRANSFER TAXES

Except as otherwise provided in this Agreement, each Party shall bear its own costs and expenses arising out of or in connection with the preparation, negotiation and implementation of this Agreement and any other agreement or document that is incidental to the implementation of the Transaction.

The Purchaser shall bear and promptly pay all stamp duty, stamp duty reserve tax, stamp duty land tax and any other similar documentary, registration or transfer Taxes arising directly or indirectly in the United Kingdom or any other jurisdiction in connection with the entry into this Agreement or the Transaction including, for the avoidance of doubt, the transfer of the Scheme Shares and Company ADSs pursuant to the Transaction. The Purchaser shall, at its own cost, be responsible for arranging the payment of all such Taxes and duties, including fulfilling any administrative or reporting obligation imposed by the jurisdiction in question in connection with such payment.

ENTIRE AGREEMENT

This Agreement and the Confidentiality Agreement set out the entire agreement between the Parties relating to the subject matter of this Agreement and, save to the extent expressly set out in this Agreement or the Confidentiality Agreement, supersede and extinguish any prior drafts, agreements, undertakings, representations, warranties, promises, assurances and arrangements of any nature whatsoever, whether or not in writing, relating thereto.

Each Party acknowledges and agrees that in entering into this Agreement it has not relied and is not relying on, and shall have no claim or remedy in respect of, any statement, representation, warranty, undertaking, assurance, promise, understanding or other provision made, whether by a Party to this Agreement or not, whether written or oral, express or implied and whether negligently or innocently made, which is not expressly set out in this Agreement or the Confidentiality Agreement.

If there is any conflict between the terms of this Agreement and any other agreement (other than the Confidentiality Agreement), this Agreement shall prevail unless:

such other agreement expressly states that it overrides this Agreement in the relevant respect; and

each of the Parent, the Purchaser and the Company are either also parties to that other agreement or otherwise expressly agree in writing that such other agreement shall override this Agreement in that respect.

Nothing in this Agreement shall exclude any liability for or remedy in respect of fraud.

REMEDIES

Except where expressly provided otherwise, the rights, powers, privileges and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers, privileges or remedies provided by law.

Save as expressly set out in this Agreement (including in Clause 20.3), the only right or remedy of any Party in relation to any statement, representation, warranty, undertaking, assurance, promise, understanding or other provision set out in this Agreement shall be for breach of this Agreement to the exclusion of all other rights and remedies (including those in tort or arising

Each of the Company, the Purchaser and the Parent acknowledges and agrees that damages may not be an adequate remedy for any breach by it of this Agreement and that accordingly:

the Company may be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of this Agreement by the Purchaser or the Parent and no proof of special damages shall be necessary for the enforcement by the Company of the rights under this Agreement; and

each of the Purchaser and the Parent may be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of this Agreement by the Company and no proof of special damages shall be necessary for the enforcement by the Purchaser or the Parent of the rights under this Agreement.

WAIVER AND VARIATION

A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by Law, whether by conduct or otherwise, shall not constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by Law, whether by conduct or otherwise, shall preclude or restrict the further exercise of that or any other right or remedy.

A waiver of any right or remedy under this Agreement shall only be effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

A Party that waives a right or remedy provided under this Agreement or by Law in relation to another Party does not affect its rights in relation to any other Party.

No variation or amendment of this Agreement shall be valid unless it is in writing and duly executed by or on behalf of each Party to this Agreement. Unless expressly agreed, no variation or amendment shall constitute a general waiver of any provision of this Agreement, nor shall it affect any rights or obligations under or pursuant to this Agreement which have already accrued up to the date of variation or amendment and the rights and obligations under or pursuant to this Agreement shall remain in full force and effect except and only to the extent that they are varied or amended.

INVALIDITY

ASSIGNMENT

Except as provided in this Clause 23 or as the Parties specifically agree in writing, no person shall assign, transfer, charge or otherwise deal with all or any of its rights under this Agreement nor grant, declare, create or dispose of any right or interest in it.

Subject to Clause 23.4, the Parent or the Purchaser may assign the benefit of (and in the case of Clause 23.2(b), charge or otherwise grant security over) this Agreement, in whole or in part, to, and it may be enforced by:

any other member of the Purchaser Group (provided if any assignee under this Clause 23.2(a) ceases to be a member of the Purchaser Group, any rights under this Agreement which have been assigned to it shall be promptly assigned to another member of the Purchaser Group); or

any bank or financial institution lending money or making other banking facilities available to the Parent or the Purchaser in connection with the Transaction, by way of security, or any refinancing thereof.

Any such person to whom an assignment is made under Clause 23.2 may itself make an assignment as if it were the Parent or the Purchaser under Clause 23.2.

Any assignment made pursuant to Clause 23.2 or 23.3 shall be on the basis that:

the Company may discharge its obligations under this Agreement to the assignor until it receives notice of the assignment;

the liability of the Company to any assignee shall not be greater than its liability to the Parent or the Purchaser;

the assignment shall not result in the application (or an increase in the amount) of withholding Tax in connection with the Transaction or any other Taxes, costs or expenses for which the Company, the Scheme Shareholders of the holders of Company ADSs would be liable; and

the Parent and the Purchaser will remain jointly and severally liable for any obligations under this Agreement.

This Agreement shall be binding on and continue for the benefit of the successors and assignees of each Party.

NOTICES

Any notice or other communication given under this Agreement or in connection with the Transaction shall, except where otherwise specifically provided, be in writing in the English language, addressed as provided in Clause 24.2 and served:

by hand to the relevant address, in which case it shall be deemed to have been given upon delivery to that address provided that any notice delivered outside Working Hours shall be deemed given at the start of the next period of Working Hours;

by courier (or if from any place outside the country where the relevant address is located, by air courier) to the relevant address, in which case it shall be deemed to have been given two Business Days after its delivery to a representative of the courier;

by e-mail to the relevant email address, in which case it shall, subject to no automated notification of delivery failure being received by the sender, be deemed to have been given when sent provided that any email sent outside Working Hours shall be deemed given at the start of the next period of Working Hours; or

by any other method approved in writing by the persons to whom the notice or other communication is required to be sent for the attention of, in which case it shall be deemed to have been given upon such person(s) giving written confirmation for receipt.

Notices under this Agreement shall be sent for the attention of the person and to the address or e-mail address, subject to Clause 24.3, as set out below:

Any Party to this Agreement may notify each other Party of any change to its address or other details specified in Clause 24.2 provided that such notification shall only be effective on the date specified in such notice or five Business Days after the notice is given, whichever is later.

RIGHTS OF THIRD PARTIES

The D&O Parties shall have the right to enforce Clause 12, and such other provisions of this Agreement as may be necessary to give effect to their rights under Clause 12, by reason of the Contracts (Rights of Third Parties) Act 1999.

Except as provided in Clause 25.1, a person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

Each Party represents to each other Party that their respective rights to terminate, rescind or agree any amendment, variation, waiver or settlement under this Agreement are not subject to the consent of any person that is not a party to this Agreement.

COUNTERPARTS

GOVERNING LAW AND JURISDICTION

This Agreement and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any Disputes, and waive any objection to proceedings before such courts on the grounds of venue or on the grounds that such proceedings have been brought in an inappropriate forum.

For the purposes of this Clause 27, “Dispute” means any dispute, controversy, claim or difference of whatever nature arising out of, relating to, or having any connection with this Agreement, including a dispute regarding the existence, formation, validity, interpretation, performance, breach or termination of this Agreement and also including any dispute relating to any non-contractual rights or obligations arising out of, relating to, or having any connection with this Agreement.

PROCESS AGENT

Daniel Raskas

Senior Vice President, Corporate Development

Frank T. McFaden

Director

Peter Allen, Chairman

CONDITIONS TO THE OBLIGATIONS OF EACH PARTY

the Company Shareholder Approvals being obtained;

the Scheme being sanctioned by the Court with or without modification (but subject to any non-de minimis modifications being acceptable to the Company and the Purchaser, acting reasonably and in good faith);

a copy of the Court Sanction Order being delivered to the Registrar of Companies;

all Identified Clearances required in connection with the Transaction having been obtained from the relevant Governmental Authorities; and

no Order having been issued by any Governmental Authority of competent jurisdiction that remains in effect and enjoins, prevents or prohibits the consummation of the Transaction.

CONDITIONS TO THE OBLIGATIONS OF PURCHASER AND PARENT

the representations and warranties of the Company contained in this Agreement that:

are not made as of a specific date shall be true and correct as of the date of this Agreement and as of the Effective Date, as though made on and as of the Effective Date; and

are made as of a specific date shall be true and correct as of such date,

the Company not being in material breach of its obligations under this Agreement that are required to be performed by it at or prior to the Effective Time;

the Purchaser having received a certificate from an executive officer or director of the Company confirming the satisfaction of the Conditions set out in paragraphs 2(a) and 2(b) above and 2(d) below; and

since the date of this Agreement, no Effect having occurred that has had, or would be reasonably expected to have, a Company Material Adverse Effect that is continuing as of the Effective Date.

CONDITIONS TO THE OBLIGATIONS OF COMPANY

the representations and warranties of the Parent and the Purchaser contained in this Agreement that:

are not made as of a specific date shall be true and correct as of the Effective Date, as though made on and as of the Effective Date; and

are made as of a specific date shall be true and correct as of such date,

the Purchaser and the Parent each not being in material breach of their respective obligations hereunder required to be performed by the Parent and the Purchaser at or prior to the Effective Time; and

the Company having received a certificate from an executive officer or director of the Parent confirming, on behalf of the Parent and the Purchaser, the satisfaction of the Conditions set out in paragraphs 3(a) and 3(b) above.

United States – Federal Trade Commission and Department of Justice

China – State Administration for Market Regulation

Germany – Federal Cartel Office

Austria – Federal Competition Authority

GENERAL

Subject to applicable legal and regulatory requirements, each Party will co-operate with the other Party in order to facilitate the implementation of the arrangements set out in this Schedule 3.

OUTSTANDING AWARDS

As at 24 August 2023, the following options and awards over Company Ordinary Shares were outstanding under the Company Equity Plans (the “Existing Awards”):

The Parties acknowledge that additional Company Ordinary Shares may be delivered under the Company Equity Plans by way of dividend equivalents, in accordance with the rules of the applicable Company Equity Plan.

ADMINISTRATION OF COMPANY EQUITY PLANS AND EXERCISE OF DISCRETIONS

The Purchaser acknowledges and agrees that during the Relevant Period, the Company Board (and, where appropriate, the Remuneration Committee) may operate the Company Equity Plans as they consider appropriate in accordance with (as relevant) the rules of the relevant Company Equity Plans, the DRP and the Company’s normal practice.

For the avoidance of doubt, the operation of the Company Equity Plans during the Relevant Period, by the Company Board (and, where appropriate, the Remuneration Committee), may include but is not limited to:

issuing invitations and granting New Awards (as defined in paragraph 2.6) in respect of any ordinary course annual operation of the Company Equity Plans (provided such operation is in accordance with paragraphs 2.6 and 2.7);

determining the timing and extent to which any Existing Awards and New Awards (together, “Awards”) under the Company Equity Plans will vest in the ordinary course (including how any applicable performance conditions will be tested on such vesting) in accordance with the rules of the applicable Company Equity Plan;

satisfying the vesting and exercise of Awards under the Company Equity Plans (for example, by issuing new Company Ordinary Shares or transferring Company Ordinary Shares from the EBT or settling Awards in cash always in accordance with the rules of the relevant Company Equity Plans); and

determining, subject to paragraph 2.5, the treatment of Awards held by leavers.

Subject always to the DRP, the Purchaser acknowledges that the Company may amend the rules of any of the Company Equity Plans (in accordance with their terms) if and to the extent, in the opinion of the Company Board or the Remuneration Committee, the amendments are necessary or desirable to implement the Scheme, comply with the terms of this Agreement, comply with any Applicable Law requirement, facilitate the administration of any Company Equity Plan or to obtain or maintain favourable tax treatment for any participants in the Company Equity Plans or the Company or any of its Subsidiaries.

The Purchaser acknowledges that, during the Relevant Period, the Company may satisfy the vesting or exercise of any Awards by issuing new Company Ordinary Shares or transferring market purchased or treasury shares, or cash-settling Awards, always in accordance with the terms of the relevant Company Equity Plan.

The Company hereby confirms and undertakes that no Senior Employee who is a participant of the PGIP and ceases (or has been served with, or serves notice to cease) to be employed by the Company or any of its Subsidiaries during the Relevant Period may be determined by the Remuneration Committee to be treated as a good leaver in accordance with rule 11.2.3 of the PGIP rules, without the Purchaser’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned).

The Purchaser acknowledges that, subject to compliance with paragraph 2.7 and this paragraph, the Company may grant additional awards over Company Ordinary Shares during the Relevant Period to new and existing eligible participants under the Company Equity Plans (“New Awards”). The Company confirms and undertakes that it shall grant New Awards in a manner consistent with practice over the previous 12 months and subject to the DRP and the rules of the relevant Company Equity Plan, and the maximum number of Company Ordinary Shares under the New Awards may not exceed 1,760,000 and the New Awards shall be limited to:

annual PGIP awards due to be made to Company Employees in September 2023;

AGP awards granted to Company Employees on a quarterly basis in April, July, October and January each year;

LTIP awards for eligible new hire Company Employees; and

DSAs due to be granted in April 2024 (in respect of ABP awards for the financial year ending 2023), and April 2025 (in respect of ABP awards for the financial year ending 2024).

The Purchaser acknowledges that the Company will, in a manner consistent with historic practice and subject to the DRP, continue to make arrangements for the Company’s non-executive directors’ to apply a proportion of their annual fees to purchase Company Ordinary Shares which ordinarily takes place in April each year.

TREATMENT OF OUTSTANDING AWARDS UNDER THE COMPANY EQUITY PLANS

LTIP

The Purchaser acknowledges and the Company confirms that on the date of the Court Sanction Order being granted, Awards held by participants under the LTIP that have not already vested will, in accordance with the rules of the LTIP, vest subject to the extent determined by the Remuneration Committee which may take into account:

the proportionate satisfaction of performance conditions applicable to the Awards, and any other relevant performance factors, as determined by the Remuneration Committee; and

time pro-rating from the relevant grant date to the date the Court Sanction Order is granted.

The Purchaser acknowledges that any holding period applying to any LTIP Awards will cease to apply to the LTIP Awards upon the Court Sanction Order being granted.

AGP

The Purchaser acknowledges and the Company confirms that on the date of the Court Sanction Order being granted, Awards held by participants under the AGP that have not already vested will, in accordance with the rules of the AGP, vest subject to the extent determined by the Remuneration Committee which may take into account:

the satisfaction of performance conditions applicable to the Awards, and any other relevant performance factors, as determined by the Remuneration Committee;

time pro-rating from the relevant grant date to the date the Court Sanction Order is granted.

PGIP

The Purchaser acknowledges and the Company confirms that on the date of the Court Sanction Order being granted Awards held by participants under the PGIP that have not already vested will, in accordance with the rules of the PGIP, vest subject to the extent determined by the Remuneration Committee which will take into account:

the satisfaction of performance conditions applicable to the Awards, and any other relevant performance factors, as determined by the Remuneration Committee;

time pro-rating from the relevant grant date to the date of the Court Sanction Order is granted; and

if necessary, any adjustments required following the application of the Award Cap (as defined in the PGIP rules).

The Purchaser acknowledges that any holding period applying to any PGIP Awards referred to in paragraph 3.3(a) will cease to apply to the PGIP Awards upon the Court Sanction Order being granted.

The Purchaser hereby confirms that each participant of the PGIP will, as soon as practicable following the Effective Date, be granted a new cash bonus award by the Purchaser (the “PGIP Bonus”), provided that the participant is a Company Employee on the grant date of such PGIP Bonus.

The PGIP Bonus will:

vest on the Normal Vesting Date (as defined in the PGIP rules, or such earlier vesting date if applicable in accordance with the PGIP rules) applicable to the original PGIP Award, and the cash payout representing the vested portion shall be calculated in accordance with: A*B – (C*B) – D, whereby

be payable in cash in the next practicable payroll following 31 December 2024; and

in no event exceed the product of the number of Company Ordinary Shares subject to the portion of a participant’s PGIP Award that lapses on the date the Court Sanction Order is granted (in accordance with paragraph 3.3(a)) multiplied by the Per-Share Consideration.

DSA

The Purchaser acknowledges and the Company confirms. that upon the Court Sanction Order being granted, all DSAs will, in accordance with the rules of the ABP, vest or become exercisable in full on that date. Any dividend equivalents accrued in the ordinary course with respect to Company Ordinary Shares subject to vested DSA will be settled by the Company in cash. Any DSAs granted as nil cost options will be exercisable until the earlier of three months after the date on which the Court Sanction Order is granted and the expiry of the normal exercise period.

Any holding period applying to DSAs will cease to apply upon the Court Sanction Order being granted.

SOS 2005, SOP 2015 and CSOP

The Purchaser acknowledges and the Company confirms that all outstanding Awards under the SOS 2005 and SOP 2015 are fully vested and will be exercisable until the earlier of expiry of the normal exercise period and (i) if awarded under the SOS 2005, the end of the period of six months following the Court Sanction Order being granted; and (ii) if awarded under the SOP 2015, the end of the period of one month following the Court Sanction Order being granted.

The Purchaser acknowledges that all outstanding Awards under the CSOP are fully vested and will be exercisable until the date which falls 7 days before the Court Sanction Order being granted in accordance with the rules of the CSOP.

SIP

As at 25 August 2023, the SIP Trust held 276,378 Company Ordinary Shares, of which 219,158 are held on behalf of employees and 57,220 are unallocated.

The Purchaser acknowledges that Company Ordinary Shares held in the SIP Trust on behalf of participants in the SIP and any unallocated Company Ordinary Shares held in the SIP Trust will participate in the Scheme on the same terms as all other Scheme Shareholders.

EMPLOYEE BENEFIT TRUST

As at 25 August 2023, the EBT held 17,690 Company ADSs.

The Purchaser acknowledges that the EBT trustee may, in the ordinary course, and at the direction of the Company, continue to subscribe for Company Ordinary Shares and Company ADSs and/or purchase Company Ordinary Shares and Company ADSs for the purpose of satisfying Awards under the Company Equity Plans during the Relevant Period.

Subject always to the Company’s ability to make recommendations to the trustee of the EBT to use any unallocated Company Ordinary Shares held in the EBT to satisfy Awards vesting or being exercised in the normal course, the Company intends, in priority to the issue of new Company Ordinary Shares or the transfer of Company Ordinary Shares out of treasury, to recommend to the trustee of the EBT that the trustee will use the Company Ordinary Shares held in the EBT to satisfy the vesting of any Awards which occurs in connection with the Transaction.

ARTICLES AMENDMENT

GENERAL

The Parties acknowledge that any bonus, vesting or exercise of Awards, options or other payments described in this Schedule 3 will be subject to the usual deductions for applicable taxes and national insurance / social security contributions, payroll taxes and levies, where such taxes or contributions are required to be withheld by Applicable Law.

Subject to applicable confidentiality, legal and regulatory requirements, the Company shall make appropriate proposals to the participants in the Company Equity Plans, based on the treatment set out in paragraph 3 (the “Proposals”). The Company and the Purchaser intend that:

the Proposals will be detailed within letters from the Company to participants in the relevant Company Equity Plans prepared by the Company and agreed with the Purchaser (such agreement not be unreasonably withheld, conditioned or delayed) and distributed by the Company at the same time as, or as soon as reasonably practicable following, the publication of the Scheme Circular; and

a letter will be sent from the Company or the SIP trustee to participants in the SIP at or about the same time as, or as soon as reasonably practicable following, the publication of the Scheme Circular.

The Parties will ensure the timetable for the implementation of the Scheme is fixed so far as possible to enable Awards which provide for vesting and/or exercise upon the Court Sanction Order being granted to vest and/or be exercised in sufficient time to enable the resulting Scheme Shares to appear on the Company Ordinary Share register at the Scheme Record Time and thereby be bound by the Scheme on the same terms as Scheme Shares held by Scheme Shareholders.

ORDINARY COURSE OF BUSINESS ARRANGEMENTS

MAINTENANCE OF COMPENSATION AND BENEFITS

The Purchaser will, on and following the Effective Date, observe the existing terms and conditions of employment of all employees (whether based in the United Kingdom or elsewhere) of the Group, including in relation to pensions, in accordance with Applicable Laws.

The Purchaser agrees, in respect of each Company Employee (as of immediately prior to the Effective Date) who remains in employment within the Purchaser Group on and following the Effective Date, that for the 12-month period immediately following the Effective Date or (if later) until 31 December 2024 it shall, or shall cause the relevant employing entity in the Purchaser Group to:

maintain no less favourable base salary and cash incentive compensation opportunities, when taken as a whole, as compared to those in place immediately prior to the Effective Date (excluding, for the avoidance of doubt, the PGIP Bonus);

maintain or offer benefits (including terms relating to pension accrual, relocation allowances and/or contributions but excluding equity-based programs) and allowances, that are materially comparable in the aggregate to those in place immediately prior to the Effective Date;

maintain no less favourable variable pay targets (including maximum opportunities for bonuses);

in respect of variable pay opportunities, maintain no less favourable performance metrics (both financial and individual/personal performance metrics, save where by reason of the Transaction and/or the consequent de-listing of the Company, it is not reasonably practicable to operate any financial or other performance metrics which applied prior to the Effective Date, the Purchaser will ensure that any replacement performance metrics shall not be materially more difficult to achieve than the metrics in place prior to the Effective Date), provided however that if the Effective Date occurs in the year 2024, paragraph 3.2 below shall supersede this subparagraph; and

with respect to Senior Employees, not make material changes to the employee’s role, reporting level, or responsibilities or material, detrimental changes to their terms and conditions of employment,

ANNUAL BONUSES

The Purchaser acknowledges that:

the Company operates annual bonus arrangements that are conditional on financial and/or individual performance;

bonus determinations in respect of any financial year ending before the Effective Date will be undertaken by the Company and determined in line with its usual processes to verify and approve bonuses and in accordance with the DRP (where applicable) and consistent with the Company’s normal practice, such bonuses will be paid by the Company or its relevant Subsidiary in cash on the normal bonus payment date;

in respect of financial year in which the Effective Date occurs:

bonus determinations for the period from the start of the financial year up to and including the Effective Date will be undertaken by the Company on or around the Effective Date based on existing performance conditions and, provided the relevant individual was a Company Employee on the Effective Date, paid by the Company or its relevant Subsidiary in cash (with no deferral); and

bonus determinations for the period from the day after the Effective Date to the end of the relevant financial year will be undertaken shortly after the end of the relevant financial year based on existing performance conditions (or, where existing performance conditions are no longer appropriate after the Effective Date, such performance conditions that are established after the Effective Date consistent with the requirements of paragraph 2.2(d) above), paid by the Company or its relevant Subsidiary in cash (with no deferral); and

any relevant bonus awards in respect of the periods referred to in paragraphs 3.1(c)(i) and 3.1(c)(ii) above shall be paid on the normal bonus payment date for the relevant financial year in which the Effective Date occurs in line with the Company’s ordinary course practice, provided that the relevant current or former Company Employee, meets the usual conditions for payment of a bonus, or has been served with, or serves notice of a Qualifying Termination, or is otherwise subject to a Qualifying Termination.

If, following the Effective Date it is, by reason of the Transaction and/or the consequent de-listing of the Company, not reasonably practicable to operate any financial and/or other performance metrics which applied to any annual or periodic bonus prior to the Effective Date, the Purchaser will ensure that any replacement performance metrics shall not be materially more difficult to achieve that the metrics in place prior to the Effective Date.

RETENTION ARRANGEMENTS

the Company has put in place certain retention agreements and awards, which have been Disclosed in folder 9.8 of the Data Room and the employee census in document 9.10.1 of the Data Room;

in addition, the Company may make further cash retention awards to Company Employees other than CEO or CFO, and the Company hereby confirms and undertakes that:

the settlement of these awards will be conditional on the Effective Date having occurred; and

these awards may be made up to a maximum amount in aggregate of $3 million, except with the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed); and

in addition, the Company may make further cash retention awards to participants of the PGIP, other than any participant who was granted a PGIP Award in July 2021 (the “2021 PGIP Awards”), and the Company hereby confirms and undertakes that:

the settlement of these awards will be conditional on the Effective Date having occurred;

these awards may be made up to a maximum amount in aggregate of $7 million; and

these awards may be made solely for the purposes of compensating Company Employees who hold PGIP Awards that are not 2021 PGIP Awards, with respect to the higher percentage of their PGIP Award that will lapse due to the outcome of the time pro rating assessment made by the Remuneration Committee in accordance with paragraph 3.3(a) of Part 1 of this Schedule 3, in comparison to the outcome of the equivalent time pro-rating assessment made with respect to the 2021 PGIP Awards,

SEVERANCE AND REDUNDANCY ARRANGEMENTS

The Purchaser agrees that, where any Company Employee is served with (or serves) notice of a Qualifying Termination or is otherwise subject to a Qualifying Termination at any time during the period of 12 months from the Effective Date, such Company Employee will (if and to the extent permitted by Applicable Law):

where participating in a profit share, long-term incentive or bonus arrangement (excluding any equity-based compensation and the PGIP Bonus), receive a bonus in respect of the financial year in which their employment terminates pro-rated to the date of termination or, if later, the end of the applicable notice period;

in respect of an outstanding PGIP Bonus held by such Company Employee at the date of termination, be treated as a good leaver (or any similar concept) as contemplated by 11.2 and 11.3 of the PGIP rules;

receive reasonable and appropriate outplacement support commensurate to their seniority; and

receive a severance payment calculated in accordance with either:

the policies and/or practices used by the Company or its relevant Subsidiary historically or as otherwise set out in any Company Employee’s employment agreement; or

any other policy or arrangement agreed between the Company and the Purchaser, if such policy or arrangement is more favourable on an individual basis than the policies and/or practices used by the Company or its relevant Subsidiary historically, such policy or arrangement to be no less favourable on an individual basis than the amount resulting from the application of the approach referred to in paragraph 5.1(d)(i) above; and

in the UK only, receive a reasonable and appropriate contribution to their legal fees if required to sign a settlement agreement on termination of employment.

In this Agreement “Qualifying Termination” is:

any termination by the employer other than: (i) by reason of the Company Employee’s misconduct or poor performance (provided, in the reasonable opinion of the Company’s Senior Vice-President of Human Resources or, if that person is no longer in role, the person responsible for HR activities within Purchaser Group at the relevant time, any legally required disciplinary process was implemented and followed prior to termination); or (ii) where the employer is entitled pursuant to the employment contract or Applicable Law to dismiss the Company Employee summarily without notice (or payment in lieu of notice);

with respect to the applicable Company Employee’s rights granted under the Company Equity Plans only, any termination by reason of the Company Employee’s ill health, injury, disability, death or retirement;

if the Company Employee ceases to be an employee of the Company’s Group or Purchaser Group by reason of: (i) his or her employing entity ceasing to be a member of the Purchaser Group; or (ii) the business or part of the business in which he or she works being transferred to a person that is not a member of the Purchaser Group;

a termination by reason of the Company Employee’s resignation in circumstances amounting to constructive dismissal under Applicable Law; or

with respect to Senior Employees, a termination by reason of the Company Employee’s resignation where, without the Company Employee’s written consent:

the Company Employee’s role and/or reporting level has been materially diminished (provided that Company ceasing to be a listed company shall not of itself, without there being an actual material diminution in a Company Employee’s role and/or reporting level, be deemed to result in a material diminution); or

there is (x) a material reduction in the Company Employee’s base salary or wage, or cash compensation opportunities, taken as a whole, or (y) a material reduction in the Company Employee’s benefits (excluding equity-based programs) and allowance package, taken as a whole; it being understood that for clarity, there shall be no material reduction in benefits for purposes of this clause (y) if the Purchaser, in its discretion, provides cash payments or other benefits in lieu of any particular benefit received immediately before the Effective Date,

In the event of any dispute or disagreement about whether the definition of Qualifying Termination applies to a particular Company Employee, the decision shall be referred to the Company’s Senior Vice-President of Human Resources (or if that person is no longer in role, the person responsible for HR activities within Purchaser Group), who shall, acting reasonably, determine the position.

FUTURE TRANSACTIONS

DEFINITIONS

As used in this Schedule 4, the following terms have the following meanings:

is essential in order (or otherwise material) to conduct the business of the Company or the relevant Subsidiary (as the case may be) taken as whole in all material respects as is conducted on the date of this Agreement;

cannot be replaced or substituted by the Company or the relevant Subsidiary (as the case may be) with reasonable cost and in reasonable time; and

is not licensed or granted under an Off-the-Shelf Contract,

is essential in order to conduct the business of the Company or the relevant Subsidiary (as the case may be) taken as whole in all material respects as is conducted on the date of this Agreement; and

cannot be replaced or substituted by the Company or the relevant Subsidiary (as the case may be) with reasonable cost and in reasonable time,

Capitalised terms used in this Schedule 4 but not defined herein shall have the meaning given in Clause 1.1 of the Agreement.

CORPORATE EXISTENCE AND POWER

The Company is a public limited company duly incorporated and validly existing under the laws of England and Wales.

The Company has all requisite corporate power and authority and all Permits required to own, lease or operate all of its properties and assets and to carry on its business as conducted at the date of this Agreement, except where the failure to have such power and authority or Permits would not reasonably be expected to, individually or in the aggregate have a Company Material Adverse Effect.

The Company is duly qualified to do business and, where applicable, is in good standing in each jurisdiction where such qualification and/or standing is necessary, except for those jurisdictions where failure to be so qualified or in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Prior to the date of this Agreement, the Company has made available to the Purchaser a true and complete copy of the Company Articles which are in full force and effect.

CORPORATE AUTHORISATION

The execution and performance by the Company of this Agreement, the consummation by the Company of the Transaction and the performance by the Company of its obligations under the Scheme are within the corporate powers and authority of the Company and, except for the Company Shareholder Approvals and receipt of the Court Sanction Order, have been duly authorised by all necessary corporate action on the part of the Company.

The Company Shareholder Approvals are the only votes of the Company Shareholders necessary in connection with this Agreement, the Scheme and the consummation by the Company of the Transaction.

This Agreement has been duly executed by the Company and (assuming due authorisation and execution by the Purchaser and the Parent) constitutes a valid, legal and binding agreement of the Company enforceable against the Company in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganisation, moratorium and similar laws affecting creditors’ rights and remedies generally, and by general principles of equity, regardless of whether enforcement is sought in a proceeding at law or in equity (collectively, the “Bankruptcy and Equity Exceptions”)).

At a meeting duly called and held prior to the date of this Agreement, the Company Board unanimously resolved:

that this Agreement, the Scheme and the Transaction are in the best interests of the Company for the benefit of the Company Shareholders as a whole;

that this Agreement, the Scheme and the Transaction be and are approved; and

to make the Company Board Recommendation.