Amount to be

Registered ⁽²⁾

Proposed

Maximum

Offering Price

Per Share ⁽³⁾

Proposed

Maximum
Aggregate

Offering Price

Amount of

Registration Fee

Ordinary shares, nominal value £0.003 per share⁽¹⁾

The ordinary shares, par value £0.003 per share (the “Ordinary Shares”) of Mereo BioPharma Group plc (the “Company”) registered hereunder may be represented by the Company’s American Depositary Shares (“ADSs”), with each ADS representing five Ordinary Shares. The Company’s ADSs issuable upon deposit of the ordinary shares have been registered under separate registration statements on Form F-6 (333-223890 and 333-249338).

Represents ordinary shares issuable pursuant to the Mereo BioPharma Group plc 2019 Equity Incentive Plan and the Mereo BioPharma Group plc 2019 Non-Employee Equity Incentive Plan, as amended on February 13, 2020 and January 15, 2021, the Mereo BioPharma Group plc Share Option Scheme 2016 adopted March 4, 2016, amended on April 4, 2017, March 20, 2018 and December 3, 2020, the Mereo BioPharma Group plc Deferred Bonus Share Plan 2016, as amended on March 20, 2018 and December 3, 2020, the Mereo BioPharma Group plc Long Term Incentive Plan 2016, adopted 4 March 2016, as amended on March 20, 2018 and December 3, 2020 and the Mereo BioPharma Group Share Option Scheme 2015 adopted July 8, 2015, as amended on December 3, 2020 (collectively, the “Plans”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement is deemed to cover an indeterminate number of additional Ordinary Shares that may be offered or issued pursuant to Plans to prevent dilution resulting from any share dividend, share split or other similar transaction.

Computed solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act on the basis of $3.43, the average high and low sale price of the ADSs on the Nasdaq Global Market on January 11, 2021 divided by five to reflect the Ordinary Share to ADS ratio.

PLAN INFORMATION.

REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

INCORPORATION OF DOCUMENTS BY REFERENCE.

The Company’s annual report on Form 20-F for the year ended December 31, 2019, filed with the SEC on June 15, 2020 (File No. 001-38452);

The Company’s report on Form 6-K furnished to the SEC on September 29, 2020 incorporated by reference herein;

All reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Company’s Form 20-F referred to in clause (a) above; and

The description of the Company’s Ordinary Shares and ADSs contained in the Company’s registration statement on Form 8-A, filed with the SEC on April 9, 2018 (File No.  001-38452), including any amendment or report filed for the purpose of updating such description as updated by Exhibit 2.2 to the Company’s 2019 Form 20-F, including the “Description of Ordinary Shares” and the “Description of American Depositary Shares” contained therein and any amendment or report filed for the purpose of further updating such descriptions.

DESCRIPTION OF SECURITIES.

INTERESTS OF NAMED EXPERTS AND COUNSEL.

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

EXEMPTION FROM REGISTRATION CLAIMED.

EXHIBITS.

UNDERTAKINGS.

The undersigned Company hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

To include any prospectus required by Section 10(a)(3) of the Securities Act;

To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Description

Filed herewith.

Signature

Title

/s/ Denise Scots-Knight, Ph.D.

/s/ Christine Fox

/s/ Peter Fellner, Ph.D.

/s/ Peter Bains

/s/ Jeremy Bender

/s/ Anders Ekblom, M.D., Ph.D.

/s/ Kunal Kashyap

/s/ Deepika R. Pakianathan, Ph.D.

/s/ Brian Schwartz

/s/ Michael S. Wyzga

Mereo BioPharma Group plc

4th Floor

One Cavendish Place

London

W1G 0QF

Our ref:            1923354/20456

Background

Examination and enquiries

For the purpose of giving this opinion, we have examined:

a copy of the Registration Statement (excluding its exhibits and any documents incorporated by reference into the Registration Statement); and

a certificate dated 15 January 2021 signed by the company secretary of the Company (the “Officer’s Certificate”) relating to certain factual matters and having annexed thereto copies (certified by the company secretary as being true, complete, accurate and up-to-date in each case) of the following documents:

the Company’s certificate of incorporation, certificate of incorporation on re-registration, memorandum of association and its articles of association;

the scheme rules of the 2015 Scheme (adopted on 8 July 2015), together with addendum (approved on 3 December 2020);

the rules of the 2016 Bonus Plan (adopted on 4 March 2016 and amended on 20 March 2018 and 3 December 2020);

the rules of the 2016 LTIP (adopted on 4 March 2016 and amended on 20 March 2018), together with addendum (approved on 3 December 2020);

the rules of the 2016 Scheme (adopted on 4 March 2016 and amended on 4 April 2017, 20 March 2018 and 3 December 2020); and

the 2019 Scheme (as amended on 13 February 2020 and 15 January 2021)).

For the purpose of giving this opinion, we have:

arranged for our agents to make on 15 January 2021 an online search of the register kept by the Registrar of Companies in respect of the Company (the “Company Search”); and

arranged for our agents to make on 15 January 2021 at approximately 10.05 a.m. an online search in respect of the Company of the Central Registry of Winding Up Petitions (the “Central Registry Enquiry”, and, together with the Company Search, the “Searches”),

For the purposes of giving this opinion, we have only examined and relied on those documents referred to in paragraph 2(a) and arranged or obtained the Searches and reviewed the Search Results. We have made no further enquiries concerning the Company or any other matter in connection with the giving of this opinion.

We have made no enquiry, and express no opinion, as to any matter of fact. As to matters of fact which are material to this opinion, we have relied entirely and without further enquiry on statements made in the documents listed in paragraph 2(a).

Assumptions

In giving this opinion we have assumed:

the genuineness of all signatures, seals and stamps;

that each of the individuals who signs as, or otherwise claims to be, an officer of the Company is the individual whom he or she claims to be and holds the office he or she claims to hold;

the authenticity and completeness of all documents submitted to us as originals;

the conformity with the original documents of all documents reviewed by us as drafts, specimens, pro formas or copies, and the authenticity and completeness of all such original documents;

that each of the Schemes was validly adopted by the Company, including in accordance with all applicable laws and regulations;

that all grants of Awards made under each of the Schemes and all allotments of Shares in connection with the vesting or exercise of Awards under each of the Schemes have been, or will be, validly made in accordance with the rules of the relevant Scheme and in accordance with the Company’s articles of association;

that there are no provisions of the laws of any jurisdiction outside England and Wales that would have any implication for the opinions we express and that, insofar as the laws of any jurisdiction outside England and Wales may be relevant to this opinion letter, such laws have been and will be complied with;

that each consent, licence, approval, authorisation or order of any governmental authority or other person which is required under any applicable law in connection with the transactions contemplated by the Registration Statement, has been or will have been obtained and is or will be in full force and effect;

that the Company is and will at all relevant times remain in compliance with all applicable anti-corruption, anti-money laundering, anti-terrorism, sanctions, exchange control and human rights laws and regulations of any applicable jurisdiction;

that no agreement, document or obligation to or by which the Company (or its assets) is a party or bound, and no injunction or other court order against or affecting the Company, would be breached or infringed by the performance of actions to be carried out pursuant to, or any other aspect of the matters contemplated by, the Registration Statement;

that the information disclosed by the Searches is true, accurate, complete and up-to-date and that there is no information which, for any reason, should have been disclosed by those Searches and was not;

that all applicable laws (for the avoidance of doubt, as in force at all relevant times) have been and will be complied with respect to anything done in relation to the grant of Awards under each of the Schemes and the allotment and issue of any Shares in connection with the vesting or exercise of Awards under each of the Schemes, including without limitation the Financial Services and Markets Act 2000, the Retained Regulation (EU) No. 596/2014 of the European Parliament and the Retained Regulation (EU) No. 2017/1129 of the European Parliament;

that as at each date on which the Company grants or granted Awards under any of the Schemes or allots and issues any Shares in connection with the vesting or exercise of Awards under any of the Schemes (each an “Allotment Date”), the documents examined, and the results of the searches and enquiries made, as set out in paragraph 2 (Examination and enquiries), would not be rendered untrue, inaccurate, incomplete or out-of-date in any relevant respect by reference to subsequent facts, matters, circumstances or events;

that as at each date on which the Company allots and issues any Shares in connection with the vesting or exercise of Awards under any of the Schemes, the Company will have received the aggregate consideration payable for those Shares as “cash consideration” (as defined in s583(3) Companies Act 2006), such aggregate consideration being not less than the nominal value of those Shares; and that s583 Companies Act 2006 will continue in force unamended at all relevant times;

that, to the extent necessary, the directors of the Company as at each Allotment Date will be duly authorised pursuant to the articles of association of the Company in force at the Allotment Date, the Companies Act 2006 and any relevant authority given by the members of the Company in general meeting to grant such Awards and/or to allot and issue the relevant Shares, and that any pre-emption rights that would otherwise apply in relation to such grant, allotment and issue will have been validly disapplied (in each case to the extent required);

that as at each date on which the Company allots and issues any Shares in connection with the vesting or exercise of Awards under any of the Schemes, the directors of the Company will have validly resolved to allot and issue the relevant Shares;

that there is and will be no fact or matter (such as bad faith, coercion, duress, undue influence or a mistake or misrepresentation before or at the time any agreement or instrument is entered into, a subsequent breach, release, waiver or variation of any right or provision, an entitlement to rectification or circumstances giving rise to an estoppel) and no additional document between any relevant parties which in either case would or might affect this opinion and which was not revealed to us by the documents examined or the searches and enquiries made by us in connection with the giving of this opinion; and

that no allotment of Shares will result in a requirement to make a mandatory offer under rule 9 of the City Code on Takeovers and Mergers.

In relation to paragraph 3(a)(xi), it should be noted that this information may not be true, accurate, complete or up-to-date. In particular, but without limitation:

there may be matters which should have been registered but which have not been registered or there may be a delay between the registration of those matters and the relevant entries appearing on the register of the relevant party;

there is no requirement to register with the Registrar of Companies notice of a petition for the winding-up of, or application for an administration order in respect of, a company. Such a notice or notice of a winding-up or administration order having been made, a resolution having been passed for the winding-up of a company or a receiver, manager, administrative receiver, administrator or liquidator having been appointed may not be filed with the Registrar of Companies immediately and there may be a delay in any notice appearing on the register of the relevant party;

the results of the Central Registry Enquiry relate only to petitions for the compulsory winding up of, or applications for an administration order in respect of, the Company presented prior to the enquiry and entered on the records of the Central Registry of Winding Up Petitions. The presentation of such a petition, or the making of such an application, may not have been notified to the Central Registry or entered on its records immediately or, if presented to a County Court or Chancery District Registry, at all; and

in each case, further information might have become available on the relevant register after the Searches were made.

Opinions

On the basis of the examination and enquiries referred to in paragraph 2 (Examination and enquiries) and the assumptions made in paragraph 3 (Assumptions) and subject to the qualifications set out in paragraph 5 (Qualifications), we are of the opinion that the Shares allotted and issued in connection with the vesting or exercise of Awards under any of the Schemes will, when the Company has received the aggregate issue price in respect of such Shares and the name of the relevant holder of such Shares is entered in the register of members of the Company, be validly issued, fully paid and no further amount may be called thereon.

This opinion is strictly limited to the matters expressly stated in this paragraph 4 and is not to be construed as extending by implication to any other matter.

Qualifications

The opinions set out in paragraph 4 (Opinions) are subject to the qualifications set out in the remainder of this paragraph 5.

We express no opinion as to matters of United Kingdom taxation or any liability to tax (including, without limitation, stamp duty and stamp duty reserve tax) which may arise or be incurred as a result of or in connection with the Shares, any of the Schemes or the transactions contemplated thereby, or as to tax matters generally.

The opinion set out in paragraph 4(a) (Opinions) relates only to Shares contemplated by the Registration Statement that are new ordinary shares issued by the Company from time to time in connection with the vesting or exercise of Awards under any of the Schemes following the date of the Registration Statement. We express no opinion in respect of any other securities of the Company.

Law

This opinion and any non-contractual obligations arising out of or in connection with this opinion shall be governed by, and construed in accordance with, English law.

This opinion relates only to English law as applied by the English courts as at today’s date (“Applicable Law”). By “English law” we mean (except to the extent we make specific reference to an English law “conflict of law” (private international law) rule or principle) English domestic law on the assumption that English domestic law applies to all relevant issues. In construing any European Union directive or regulation, we have read only the English version.

In this opinion:

“IP completion day” has the meaning given to it in the European Union (Withdrawal Agreement) Act 2020; and

“Retained”, when used as a prefix to the description of any European Union regulation or other legislation, means that legislation as it applies under English Law as at the date of this opinion, taking into account:

its having become part of English domestic law on and after IP completion day pursuant to the European Union (Withdrawal) Act 2018; and

any modifications to it that have taken effect on or after IP completion day pursuant to the European Union (Withdrawal) Act 2018 or otherwise under English law (but not, for the avoidance of doubt, any modifications to it that have taken effect on or after IP completion day under European Union law).

Except to the extent, if any, specifically stated in it, this opinion takes no account of any proposed changes as at today’s date in Applicable Law.

We express no opinion as to, and we have not investigated for the purposes of this opinion, the laws of any jurisdiction other than England. It is assumed that no foreign law which may apply to the matters contemplated by the Registration Statement, or any document relating to, or any party to, any transaction contemplated by the Registration Statement, would or might affect this opinion.

RULES OF THE MEREO BIOPHARMA GROUP PLC SHARE OPTION SCHEME

1.

DEFINITIONS AND INTERPRETATION

2.

GRANT OF OPTIONS

3.

PERFORMANCE CONDITIONS

4.

RESTRICTIONS ON TRANSFER AND BANKRUPTCY

5.

INDIVIDUAL LIMIT

6.

VESTING AND EXERCISE

7.

TAXATION AND REGULATORY ISSUES

8.

CASH EQUIVALENT/NET SETTLEMENT

9.

CESSATION OF EMPLOYMENT

10.

CORPORATE EVENTS

11.

ADJUSTMENTS

12.

AMENDMENTS

13.

LEGAL ENTITLEMENT

14.

GENERAL

APPENDIX

OF THE MEREO BIOPHARMA GROUP PLC SHARE OPTION SCHEME

DEFINITIONS AND INTERPRETATION

References in the Scheme to:

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

the singular include the plural and vice versa; and

the masculine include the feminine and vice versa.

Headings do not form part of the Scheme.

GRANT OF OPTIONS

Subject to rule 2.2, the Board may grant an Option to an Eligible Employee in its discretion subject to the rules of the Scheme and upon such additional terms as the Board may determine.

The grant of an Option will be subject to obtaining any approval or consent required by AIM (or other relevant authority), any Dealing Restrictions and any other applicable laws or regulations (whether in the UK or overseas).

Options must be granted by deed and, as soon as practicable after the Grant Date, Participants must be notified of the terms of their Option, including any Performance Condition.

No Option may be granted under the Scheme after the tenth anniversary of the Admission Date.

On the grant of an Option, the Board will determine the Exercise Price which applies to that Option which may not be less than the greater of:

the Market Value of a Share on the Grant Date; and

if the Shares are to be subscribed, the nominal value of a Share.

The Exercise Price applying to an Option may be adjusted in accordance with rule 11.

PERFORMANCE CONDITIONS

The Board may determine that the Vesting of Options will be subject to the satisfaction of a Performance Condition. Subject to rules 9 and 10, the Performance Condition will be measured over the Performance Period.

The Board may amend or substitute any Performance Condition if one or more events occur which cause the Board to consider that a substituted or amended Performance Condition would be more appropriate and would not be materially less difficult to satisfy.

RESTRICTIONS ON TRANSFER AND BANKRUPTCY

Unless the Board determines otherwise, an Option must not be transferred, assigned, charged or otherwise disposed of in any way (except in the event of the Participant’s death, to his personal representatives) and will lapse immediately on any attempt to do so.

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

INDIVIDUAL LIMIT

No Eligible Employee may be granted Options which would, at the time they are granted, cause the Market Value of all the Shares subject to Options granted to that Eligible Employee in respect of a particular financial year of the Company to exceed 400% of salary, and to the extent any Option exceeds this limit it will be scaled back accordingly.

VESTING AND EXERCISE

As soon as reasonably practicable after the end of any Performance Period relating to an Option, the Board will determine if and to what extent the Performance Condition has been met. To the extent that it has not been satisfied in full, the remainder of the Option will lapse immediately.

Subject to rules 7.2, 9 and 10, an Option will Vest:

on the Normal Vesting Date; or

if on the Normal Vesting Date (or on any other date on which an Option is due to Vest under rule 9 or 10) a Dealing Restriction applies to the Option, on the date on which such Dealing Restriction lifts; and

Subject to rules 7 and 8, an Option may be exercised pursuant to this rule 6 or rules 9 and 10 in such form and manner as the Board may determine, provided that exercise of an Option will not take effect until the Company receives:

notice of exercise of the Option; and

payment of the aggregate Exercise Price (or an undertaking to pay that amount).

Subject to rules 7 and 8, where an Option has been exercised, the number of Shares in respect of which it has been exercised will be issued, transferred or paid (as applicable) to the Participant as soon as reasonably practicable thereafter.

TAXATION AND REGULATORY ISSUES

A Participant will be responsible for and indemnifies each relevant Group Member and the Trustee against any Tax Liability relating to his Option. Any Group Member and/or the Trustee may withhold an amount equal to such Tax Liability from any amounts due to the Participant (to the extent such withholding is lawful) and/or make any other arrangements as it considers appropriate to ensure recovery of such Tax Liability including, without limitation, the sale of sufficient Shares acquired subject to the Option to realise an amount equal to the Tax Liability.

The exercise of an Option and the issue or transfer of Shares under the Scheme will be subject to obtaining any approval or consent required by AIM (or other relevant authority), any Dealing Restrictions, or any other applicable laws or regulations (whether in the UK or overseas).

CASH EQUIVALENT/NET SETTLEMENT

Subject to rule 8.5, at any time prior to the date on which Shares in respect of which an Option has been exercised have been issued or transferred to a Participant, the Board may determine that, in substitution for his right to acquire some or all of the Shares to which his Option relates, the Participant will instead receive a cash sum in accordance with rule 8.2 or a reduced number of Shares in accordance with rule 8.3.

A cash sum to which a Participant becomes entitled under this rule 8.2 will be equal to the Market Value of that number of the Shares which would otherwise have been issued or transferred, less the aggregate Exercise Price payable in respect of the exercise of the Option in relation to those Shares and for these purposes:

Market Value will be determined on the date of exercise; and

the cash sum will be paid to the Participant as soon as reasonably practicable after exercise of the Option, net of any deductions (including, but not limited to, any Tax Liability or similar liabilities) as may be required by law.

The number of Shares to which a Participant becomes entitled under this rule 8.3 will be such number of Shares as have a Market Value equal to the amount by which the Market Value of that number of the Shares which would otherwise have been issued or transferred exceeds the aggregate Exercise Price and/or Tax Liability payable in respect of the exercise of the Option in relation to those Shares. For these purposes Market Value will be determined on the date of exercise.

Any Exercise Price paid by a Participant will be refunded to him to the extent an Option he has exercised is settled by a payment of cash in accordance with rule 8.2 or delivery of Shares in accordance with rule 8.3.

The Board may determine that this rule 8 will not apply to an Option, or any part of it.

CESSATION OF EMPLOYMENT

If a Participant ceases to hold office or employment with a Group Member as a result his termination for gross misconduct, any Option that he holds (whether or not Vested) will lapse at that time.

If a Participant ceases to hold office or employment with a Group Member for any reason other than as a result of his termination for gross misconduct:

to the extent that his Option has Vested on the date of such cessation, it will be exercisable from the date of cessation in accordance with rule 9.3; and

to the extent that his Option has not Vested on the date of such cessation, it will become exercisable on the Normal Vesting Date (unless the Board determines that it will be exercisable on the date of cessation) in accordance with rule 9.3 to the extent determined by the Board (taking into account the extent to which any Performance Condition has been satisfied and, unless the Board determines otherwise, the period of time that has elapsed from the Grant Date to the date of cessation).

An Option may, subject to rule 8, then be exercised for a period of six months or, in the case of the Participant’s death, 12 months (or such other period as the Board may determine) from the date of cessation (where rule 9.2.1 applies or where the Board has determined that it will be exercisable on the date of cessation pursuant to rule 9.2.2) or the Normal Vesting Date (where rule 9.2.2 applies) after which time it will lapse.

For the purposes of the Scheme, no person will be treated as ceasing to hold office or employment with a Group Member until that person no longer holds:

an office or employment; or

a right to return to work

CORPORATE EVENTS

Where any of the events described in rule 10.3 occur, then subject to rules 10.6 and 10.8, all Options which have not yet Vested will Vest in accordance with rule 10.2 at the time of such event. Options (whether Vested pursuant to this rule or otherwise) will be exercisable for one month (or such longer period as the Board may determine, not exceeding six months) from the date of the relevant event, after which time all Options will lapse.

The number of Shares in respect of which an Option will Vest pursuant to rule 10.1 will be determined by the Board taking into account the extent to which any Performance Condition has been satisfied and unless the Board determines otherwise, the period of time from the Grant Date to the date of the relevant event. To the extent that an Option does not Vest or is not exchanged in accordance with rules 10.6 and 10.8, the remainder will lapse immediately.

The events referred to in rule 10.1 are:

General offer

obtains Control of the Company as a result of making a general offer to acquire Shares; or

already having Control of the Company, makes an offer to acquire all of the Shares other than those which are already owned by him

Scheme of arrangement

Winding-up

whether and to what extent Options which have not yet Vested will Vest taking into account the extent to which any Performance Condition has been satisfied and, unless the Board determines otherwise, the period of time from the Grant Date to the date of the relevant event; and

the period during which a Vested Option may be exercised, after which time it will lapse. To the extent that an Option does not Vest, it will lapse immediately.

Other events

whether and to what extent Awards which have not yet Vested will Vest, taking into account the extent to which any Performance Condition has been satisfied and, unless the Board determines otherwise, the period of time from the Grant Date to the date of the relevant event; and

the period of time during which any Vested Option may be exercised, after which time it will lapse.

Exchange — unvested Options

an offer to exchange the Option is made and accepted by a Participant; or

there is an Internal Reorganisation.

Exchange — Vested Options

Exchange terms

the New Option were an Option granted under the Scheme at the same time as the Option;

references to the Company were references to the company whose shares are subject to the New Option; and

references to Shares were references to shares in the company whose shares are subject to the New Option.

Meaning of Board

ADJUSTMENTS

The number of Shares subject to an Option and/or the Exercise Price may be adjusted in such manner as the Board determines, in the event of:

any variation of the share capital of the Company; or

a demerger, delisting, special dividend, rights issue or other event which may, in the Board’s opinion, affect the current or future value of Shares.

AMENDMENTS

Except as described in this rule 12 the Board may at any time amend the rules of the Scheme.

No amendment to the material disadvantage of existing rights of Participants (except in respect of the Performance Condition) will be made under rule 12.1 unless:

every Participant who may be affected by such amendment has been invited to indicate whether or not he approves the amendment; and

the amendment is approved by a majority of those Participants who have so indicated.

No amendment will be made under this rule 12 if it would prevent the Scheme from being an employees’ share scheme in accordance with section 1166 of the Companies Act 2006.

LEGAL ENTITLEMENT

This rule 13 applies during a Participant’s employment with any Group Member and after the termination of such employment, whether or not the termination is lawful.

Nothing in the Scheme or its operation forms part of the terms of employment of a Participant and the rights and obligations arising from a Participant’s employment with any Group Member are separate from, and are not affected by, his participation in the Scheme. Participation in the Scheme does not create any right to continued employment with a Group Member for any Participant.

The grant of any Option to a Participant does not create any right for that Participant to be granted any further Options or to be granted Options on any particular terms, including the number of Shares to which Options relate.

By Participating in the Scheme, a Participant waives all rights to compensation for any loss in relation to the Scheme, including:

any loss or reduction of any rights or expectations under the Scheme in any circumstances or for any reason (including lawful or unlawful termination of the Participant’s employment);

any exercise of a discretion or a decision taken in relation to an Option or to the Scheme, or any failure to exercise a discretion or take a decision; and

the operation, suspension, termination or amendment of the Scheme.

GENERAL

The Scheme will terminate upon the date stated in rule 2.4, or at any earlier time by the passing of a resolution by the Board or an ordinary resolution of the Company in general meeting. Termination of the Scheme will be without prejudice to the existing rights of Participants.

Shares issued or transferred from treasury under the Scheme will rank equally in all respects with the Shares then in issue, except that they will not rank for any voting, dividend or other rights attaching to Shares by reference to a record date preceding the date of issue or transfer from treasury.

By participating in the Scheme, Participants resident outside of the European Economic Area consent to the collection, holding, processing and transfer of his personal data by any Group Member or any third party for all purposes relating to the operation of the Scheme, including but not limited to, the administration and maintenance of Participant records, providing information to future purchasers of the Company or any business in which the Participant works and to the transfer of information about the Participant to a country or territory outside the European Economic Area or elsewhere.

The Scheme will be administered by the Board. The Board will have full authority, consistent with the Scheme, to administer the Scheme, including authority to interpret and construe any provision of the Scheme and to adopt regulations for administering the Scheme. Decisions of the Board will be final and binding on all parties.

Any notice or other communication in connection with the Scheme may be delivered personally or sent by electronic means or post, in the case of a company to its registered office (for the attention of the company secretary), and in the case of an individual to his last known address, or, where he is a director or employee of a Group Member, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment. Where a notice or other communication is given by post, it will be deemed to have been received 72 hours after it was put into the post properly addressed and stamped, and if by electronic means, when the sender receives electronic confirmation of delivery or if not available, 24 hours after sending the notice.

No third party will have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Scheme (without prejudice to any right of a third party which exists other than under that Act).

These rules will be governed by and construed in accordance with the laws of England and Wales. Any person referred to in this Scheme submits to the exclusive jurisdiction of the Courts of England and Wales.

INTERPRETATION

The rules of the Scheme apply to Approved Options except as modified below and references in the rules of the Scheme to an Option will be interpreted as references to an Approved Option for the purposes of this Appendix.

References in this Appendix to ‘rules’ are to rules of the Scheme and references to ‘sections’ are to the sections of this Appendix.

In the event of any conflict between the rules of the Scheme and the sections of this Appendix, this Appendix will take precedence.

DEFINITIONS

In this Appendix, unless otherwise stated, the words and expressions below have the following meanings

ELIGIBILITY TO BE GRANTED AN APPROVED OPTION

An Approved Option may only be granted to an Eligible Employee who is a director of the Company or any of its Subsidiaries if he is obliged to devote not less than 25 hours a week (excluding meal breaks) to the performance of the duties of his office or employment with the Company or any Subsidiary.

An Approved Option may not be granted to an Eligible Employee who is excluded from participation by virtue of paragraph 9 of Schedule 4 (material interest in a close company).

GRANT OF AN APPROVED OPTION

No Approved Option may be granted unless and until this Appendix meets the requirements of Schedule 4.

Approved Options must be granted by deed and, as soon as reasonably practicable after the Grant Date, Participants must be notified of the terms of their Approved Options, including the terms set out in paragraph 21A(1) of Schedule 4.

The Board must not grant an Approved Option to an Eligible Employee which would on the Grant Date cause the aggregate Market Value of the shares which he may acquire by exercising that Approved Option, and any other option which is to be taken into account for the purposes of the limit specified in paragraph 6(1) of Schedule 4, to exceed that limit.

For the purposes of this section 4, the Market Value of a share:

will be determined at the time the relevant option is granted; and

in the case of a share subject to a Restriction, will be determined as if the Restriction did not apply.

If the Company purports to grant an Approved Option in breach of the limit in section 4.3, that Approved Option will take effect from the Grant Date over the maximum number of Shares over which it may be granted within that limit and any excess will be treated as an Option under the Scheme.

Any Performance Condition applied to an Approved Option will be objective. Any substituted or amended Performance Condition applied to an Approved Option in accordance with rule 3.2 will not be materially more or less difficult to satisfy than the original Performance Condition when originally set.

SHARES SUBJECT TO AN APPROVED OPTION

The Shares subject to an Approved Option must satisfy Part 4 of Schedule 4.

If the Shares subject to an Approved Option are subject to a Restriction, the details of the Restriction will be included in the notification given under rule 2.3.

RESTRICTIONS ON TRANSFER AND BANKRUPTCY

In its application to Approved Options, there shall be deleted from rule 4.1 the words: “Unless the Board determines otherwise,”

EXERCISE OF APPROVED OPTIONS

A Participant may not exercise an Approved Option while he is excluded from being granted an Approved Option under paragraph 9 of Schedule 4 (material interest in a close company).

The following rule 7.1 will apply to Approved Options in substitution for rule 7.1:

A Participant will be responsible for and indemnifies each relevant Group Member and the Trustee against any Tax Liability arising as a result of the exercise of an Option and will reimburse the Group Member and/or the Trustee (as relevant) for the Tax Liability within thirty days of it arising. An Option may only be exercised if there are arrangements in place acceptable to the Board to provide for the reimbursement of any Tax Liability arising as a result of the exercise of the Option, which may include:

the Participant making a payment to the Group Member and/or the Trustee;

the Group Member withholding the Tax Liability from the Participant’s remuneration (to the extent permitted by law); or

with the Participant’s agreement, any other arrangement acceptable to the Group Member and/or the Trustee to reimburse the Tax Liability, including authorising the sale of sufficient of the Shares on the Participant’s behalf.”

Rule 8 of the Scheme will not apply to Approved Options.

CESSATION OF EMPLOYMENT

The following rules 9.1 - 9.3 will apply to Approved Options in substitution for rules 9.1 - 9.3:

If a Participant ceases to hold office or employment with a Group Member as a result his termination for gross misconduct, any Option that he holds (whether or not Vested) will lapse at that time.

If a Participant ceases to hold office or employment with a Group Member for any reason other than as a result of his termination for gross misconduct:

to the extent that his Option has Vested on the date of such cessation, it will be exercisable from the date of cessation in accordance with rule 9.3; and

to the extent that his Option has not Vested on the date of such cessation, it will become exercisable on the Normal Vesting Date in accordance with rule 9.3 to the extent determined by the Board (taking into account the extent to which any Performance Condition has been satisfied at the end of the Performance Period and the period of time that has elapsed from the Grant Date to the date of cessation).

An Option may, subject to rule 8, then be exercised for a period of six months or, in the case of the Participant’s death, 12 months from the date of cessation (where rule 9.2.1 applies) or the Normal Vesting Date (where rule 9.2.2 applies) after which time it will lapse.”

CORPORATE EVENTS

The following rules 10.1 -10.3A will apply to Approved Options in substitution for rules 10.1 - 10.3:

Where any of the events described in rule 10.3 occur, then subject to rules 10.7 - 10.8A, all Options which have not yet Vested will Vest in accordance with rule 10.2 at the time of such event. Vested Options will be exercisable for one month (or such longer period not exceeding six months as the Board may permit) from the date of the relevant event, after which all Options will lapse.

An Option will Vest pursuant to rule 10.1 taking into account the extent to which any Performance Condition has been satisfied and, unless the Board determines otherwise, the period of time from the Grant Date to the date of the relevant event. To the extent that an Option does not Vest or is not exchanged in accordance with rules 10.7- 10.8A, it will lapse immediately.

The events referred to in rule 10.1 are:

General offer

If a person (including any person acting in concert with him as referred to in paragraph 25A(8) of Schedule 4) has obtained Control of the Company as a result of an offer falling within paragraph 25A(3) of Schedule 4 and any condition subject to which the offer is made has been satisfied.

If any person (either alone or together with any person acting in concert with him) other than in a case falling within rule 10.3.1(i):

obtains Control of the Company as a result of making a general offer to acquire Shares; or

already having Control of the Company, makes an offer to acquire all of the Shares other than those which are already owned by him,

Compromise or arrangement

The sanction by the Court under section 899 of the Companies Act 2006 of a compromise or arrangement of a sort referred to in paragraph 25A(6) of Schedule 4 which is proposed for the purposes of a change of Control of the Company.

A compromise or arrangement in accordance with section 899 of the Companies Act 2006 for the purposes of a change of Control of the Company not falling within rule 10.3.2(a) is sanctioned by the Court.

If a person becomes bound or entitled to acquire Shares under sections 979 to 982 or 983 to 985 of the Companies Act 2006 (takeover offers: right of offeror to buy out minority shareholder etc), any Option which has not already been exercised or lapsed may be exercised while that person remains so bound or entitled. All unexercised Options will lapse when that person ceases to be so bound or entitled.”

CORPORATE EVENTS - EXCHANGE OF OPTIONS

The following rules 10.7 - 10.8A will apply to Approved Options in substitution for rules 10.7- 10.9:

If another company (the “acquiring company”):

obtains Control of the Company as a result of making:

a general offer (disregarding, if relevant, the fact that the general offer may be made to different shareholders by different means) to acquire the whole of the issued ordinary share capital of the Company (construed in accordance with paragraph 26(2A) of Schedule 4) which is made on a condition such that, if it is met, the person making the offer will have Control of the Company; or

a general offer (disregarding, if relevant, the fact that the general offer may be made to different shareholders by different means) to acquire all the shares in the Company (construed in accordance with paragraph 26(2A) of Schedule 4) which are of the same class as the shares which may be acquired by the exercise of Approved Options;

obtains Control of the Company as a result of a compromise or arrangement sanctioned by the court under section 899 of the Companies Act 2006; or

becomes bound or entitled to acquire shares in the Company under sections 979 to 982 or 983 to 985 of the Companies Act 2006,

If an Option (the “Old Option”) is to be released in consideration of the grant of a new share option (a “New Option”) in accordance with this rule 10.8:

that must be done with the agreement of the acquiring company and the Participant;

such agreement must be made in the relevant period determined in accordance with paragraph 26 of Schedule 4 and before the Old Option lapses in accordance with rule 10.1;

any New Option granted in consideration of the release of an Old Option in accordance with this rule 10.8 must satisfy the requirements of paragraph 27 of Schedule 4; and

the New Option will be treated as if it was an Option granted under the Scheme at the same time as the Old Option, except that:

other than in the definition of “Board”, in rule 10.2 and in rule 14.1, the defined term “Company” will mean the company whose shares are subject to the New Option; and

rule 10.10 will not apply to the New Option.

If there is an Internal Reorganisation, an unvested Approved Option will not Vest under rule 10.1 and any Vested Approved Option may not be released if the acquiring company offers to grant a new share option in consideration of the release of the Option (whether in accordance with rules 10.7 10.8 or otherwise). To the extent the Participant does not agree to the release of the Option in accordance with rules 10.7 - 10.8 or otherwise, the Option will lapse one month after the date of the Internal Reorganisation.”

Following the grant of any New Option in accordance with rule 10.8, no Approved Options may be granted under the Scheme other than New Options granted in accordance with rule 10.8.

ADJUSTMENTS

The following rule 11 will apply to Approved Options in substitution for rule 11:

The number of Shares subject to an Option and/or the Exercise Price thereof may be adjusted in such manner as the Board determines in the event of a Variation of Capital.

No adjustment may be made to an Approved Option under this rule 11 that does not meet the requirements of Schedule 4.

The Board may also adjust any Performance Condition.”

AMENDMENTS

If an amendment is made to this Appendix which will result in this Appendix ceasing to meet the requirements of Schedule 4, the amendment will not have effect unless and until the Board has determined that the amendment will take effect even if this causes this Appendix to cease to meet the requirements of Schedule 4.

BOARD DISCRETION

Any discretion exercisable or action or determination to be undertaken by the Board under this Appendix will be exercised or undertaken fairly and reasonably.

IMPACT OF DELISTING FROM AIM

In the event the Company’s Shares delist from AIM in 2020, the following terms shall apply thereafter with immediate effect on the “Effective Date”:

Each existing Option held on the Effective Date shall be deemed as modified on the Effective Date to comprise a right to acquire ADS subject its terms rather than a right to acquire Shares subject to its terms. The number of ADS under such modified Options shall be the result of the number of Shares subject to the relevant Option immediately prior to such modification divided by five (5) and rounded down to the nearest whole ADS (if relevant).

Such Options, as so modified, shall also have a revised Exercise Price determined as the result of the applicable Exercise Price per Share immediately prior to such modification multiplied by five (5) and converted from GBP into USD and rounded to two decimal places to become the applicable Exercise Price per ADS under the modified Option.

With immediate effect from such aforementioned modifications, where the context requires, reference in the Scheme to Shares shall be deemed be references to ADS unless the Board determines otherwise.

The Board shall retain full discretion as to the impact of this Rule 15 as to its application, intended effect and implementation on such basis as it determines appropriate.

The Effective Date shall be 18^th December 2020 or such later date in 2020 (if any) as the Board determines appropriate by reference to the date the cancellation of the AIM listing becoming effective.

The GBP to USD exchange rate shall be determined by reference to such reputable source as the Chief Executive approves and determined either by reference to the exchange rate on the Effective Date or an average of the exchange rates over a such period ending on the Effective Date as approved by the Chief Executive.

The Company delists from AIM on 18 December 2020.

The GBP:USD exchange rate on 18 December is 1GBP = 1.316 USD.

An Option is held over 1,000 ordinary shares and has an exercise price per share of £3.00 per ordinary share acquired on exercise.

Effective on the Effective Date, such Option would be automatically updated go forward on identical terms except it would relate to 200 ADS (as each ADS represents 5 ordinary shares) and have a revised exercise price of USD 19.74 per ADS (rather than £3 per ordinary share). USD 19.74 the result of (£3 x 5) x 1.316.

Upon the exercise of such Option (if any), subject to the terms of the Scheme, the participant would acquire 200 ADS at a cost of USD 19.74 per ADS.

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SCHEDULE

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DEFINITIONS AND INTERPRETATION

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

References in the Plan to:

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

the singular include the plural and vice versa; and

the masculine include the feminine and vice versa.

Headings do not form part of the Plan.

GRANT OF AWARDS

Subject to rule 2.2 and 2.3, the Board may grant an Award to an Eligible Employee in its discretion subject to the rules of the Plan and upon such additional terms as the Board may determine.

The grant of an Award will be subject to obtaining any approval or consent required by AIM (or other relevant authority), any Dealing Restrictions and any other applicable laws or regulations (whether in the UK or overseas).

An Award may only be granted to an Eligible Employee who has earned a Bonus for the Financial Year immediately preceding the Financial Year in which the Grant Date occurs.

An Award will be granted over such number of Shares as have at the Grant Date a market value (as determined by the Board) equal to the Deferred Bonus.

To the extent any Award exceeds the limit in rule 2.4 it will be scaled back accordingly.

Awards must be granted by deed and, as soon as reasonably practicable after the Grant Date, Participants must be notified of the terms of their Award.

No Award may be granted under the Plan after the tenth anniversary of the Admission Date.

RESTRICTIONS ON TRANSFER AND BANKRUPTCY

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

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

DIVIDEND EQUIVALENTS

The Board may decide at any time prior to the issue or transfer of the Shares in respect of which an Award Vests that the Participant will receive an amount (in cash and/or additional Shares) equal in value to any dividends that would have been paid on those Shares on such terms and over such period (ending no later than the Vesting Date) as the Board may determine. This amount may assume the reinvestment of dividends (on such basis as the Board may determine) and may exclude or include special dividends.

Any such amount will be payable as soon as reasonably practicable after Vesting or, in the case of a Nil-Cost Option, exercise, of the relevant Award.

INDIVIDUAL LIMIT

No Eligible Employee may be granted Awards which would, at the time they are granted, cause the market value (as determined by the Board) of all the Shares subject to Awards granted to that Eligible Employee in respect of a particular financial year of the Company to exceed 100 per cent. of salary, and to the extent any Award exceeds this limit it will be scaled back accordingly.-

REDUCTION OF AWARDS AND CLAWBACK

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

The circumstances in which rules 6.3 and 6.4 may apply are:

a material misstatement of the Company’s accounts; or

an error in assessing the information or assumptions by reference to which the Bonus was determined, such that the Bonus payable was in excess of the Bonus that would have been payable should the circumstances not have occurred; or

fraudulent or material misconduct on the part of the Participant

The Board may, in its discretion, determine at any time prior to the earlier of the delivery of cash or shares comprised in an Award and, unless rule 6.5 applies, the third anniversary of the Grant Date applying to an Award, to:

reduce (including to zero) the number of Shares to which an Award relates; and/or

impose further conditions on an Award.

The Board may, in its discretion, determine at any time after the delivery of cash or Shares comprised in an Award, and unless, rule 6.5 applies, prior to the third anniversary of the Grant Date applying to an Award, to:

require a Participant to make a cash payment to the Company in respect of some or all of the Shares or cash delivered to him under the Award; and/or

require a Participant to transfer for nil consideration some or all of the Shares delivered to him under the Award

If the action or conduct of any Participant, Group Member or relevant business unit is under investigation prior to the third anniversary of the Grant Date applying to an Award pursuant to this rule 6 and such investigation has not yet been concluded by that date, the period referred to in rules 6.2, 6.3 and 6.4 will end on such later date as the Board considers appropriate to allow such investigation to be concluded.

The Board may decide to:

reduce (including to zero) the number of Shares to which an Award relates;

impose further conditions on an Award; and/or

require a Participant to transfer for nil consideration some or all of the Shares delivered to him under an Award or make a cash payment to the Company in respect of some or all of the Shares delivered to him under an Award

For the purposes of this rule 6, references to Group Member or a relevant business unit include references to any former Group Member or former business unit.

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

VESTING AND EXERCISE

Subject to rules 8.2, 10 and 11, an Award will Vest:

on the Normal Vesting Date; or

if on the Normal Vesting Date (or on any other date on which an Award is due to Vest under rule 10 or 11) a Dealing Restriction applies to the Award, on the date on which such Dealing Restriction lifts; and

Subject to rules 8 and 9, where a Conditional Award has Vested or a Nil-Cost Option has been exercised, the number of Shares in respect of which the Award has Vested or been exercised together with any additional Shares or cash to which a Participant becomes entitled under rule 4 will be issued, transferred or paid (as applicable) to the Participant as soon as reasonably practicable thereafter.

TAXATION AND REGULATORY ISSUES

A Participant will be responsible for and indemnifies each relevant Group Member and the Trustee against any Tax Liability relating to his Award. Any Group Member and/or the Trustee may withhold an amount equal to such Tax Liability from any amounts due to the Participant (to the extent such withholding is lawful) and/or make any other arrangements as it considers appropriate to ensure recovery of such Tax Liability including, without limitation, the sale of sufficient Shares acquired subject to the Award to realise an amount equal to the Tax Liability.

The Vesting of a Conditional Award, the exercise of a Nil-Cost Option and the issue or transfer of Shares under the Plan will be subject to obtaining any approval or consent required by AIM (or any other relevant authority), any Dealing Restrictions, or any other applicable laws or regulations (whether in the UK or overseas).

CASH EQUIVALENT

Subject to rule 9.2, at any time prior to the date on which Shares in respect of which an Award has Vested or, in the case of a Nil-Cost Option, has been exercised and, in both cases, Shares have been issued or transferred to a Participant, the Board may determine that, in substitution for his right to acquire some or all of the Shares to which his Award relates, the Participant will instead receive a cash sum. The cash sum will be equal to the market value (as determined by the Board) of that number of the Shares which would otherwise have been issued or transferred and for these purposes:

in the case of a Conditional Award, market value will be determined on the date of Vesting;

in the case of a Nil-Cost Option, market value will be determined on the date of exercise; and

in either case the cash sum will be paid to the Participant as soon as practicable after the Vesting of the Conditional Award or the exercise of the Nil-Cost Option, net of any deductions (including but not limited to any Tax Liability or similar liabilities) as may be required by law.

The Board may determine that this rule 9 will not apply to an Award or any part of it.

CESSATION OF EMPLOYMENT

Except where a Participant is summarily dismissed and unless the Board determines that an Award will Vest in accordance with rule 10.2, an Award which has not yet Vested as at the date of cessation will continue and, subject to rule 11, Vest on the Normal Vesting Date.

If the Board determines that an Award which has not yet Vested at the date of cessation will Vest in accordance with this rule 10.2, it will Vest as soon as reasonably practicable following the date of cessation.

A Nil-Cost Option that Vests under rule 10 may, subject to rule 11, be exercised for a period of 12 months (or such other period as the Board may determine) from the date of Vesting, after which time it will lapse.

Except where a Participant is summarily dismissed, a Nil-Cost Option which has Vested prior to the date of cessation may, subject to rule 11, be exercised during the remainder of the original Exercise Period applicable to his Award, after which time it will lapse.

For the purposes of the Plan, no person will be treated as ceasing to hold office or employment with a Group Member until that person no longer holds:

an office or employment; or

a right to return to work

any Group Member.

CORPORATE EVENTS

Where any of the events described in rule 11.2 occur, then subject to rules 11.5 and 11.7, all Awards which have not yet Vested will Vest at the time of such event. Nil-Cost Options (whether Vested pursuant to this rule or otherwise) will be exercisable for one month (or such other period as the Board may determine) from the date of the relevant event, after which time all Nil-Cost Options will lapse.

The events referred to in rule 11.1 are:

General offer

obtains Control of the Company as a result of making a general offer to acquire Shares; or

already having Control of the Company, makes an offer to acquire all of the Shares other than those which are already owned by him

Scheme of arrangement

Winding-up

whether and to what extent Awards which have not yet Vested will Vest, unless the Board determines otherwise, taking into account the period of time from the Grant Date to the date of the relevant event; and

the period of time during which any Vested Nil-Cost Option may be exercised, after which time it will lapse.

Other events

whether and to what extent Awards which have not yet Vested will Vest, unless the Board determines otherwise, taking into account the period of time from the Grant Date to the date of the relevant event; and

the period of time during which any Vested Nil-Cost Option may be exercised, after which time it will lapse.

Exchange - unvested Awards

an offer to exchange the Award is made and accepted by a Participant; or

there is an Internal Reorganisation.

Exchange - Vested Nil-Cost Options

Exchange terms

the New Award were an Award granted under the Plan at the same time as the Award;

references to the Company were references to the company whose shares are subject to the New Award; and

references to Shares were references to shares in the company whose shares are subject to the New Award.

Meaning of Board

ADJUSTMENTS

The number of Shares subject to an Award may be adjusted in such manner as the Board determines, in the event of:

any variation of the share capital of the Company; or

a demerger, delisting, special dividend, rights issue or other event which may, in the opinion of the Board, affect the current or future value of Shares.

AMENDMENTS

Except as described in this rule 13, the Board may at any time amend the rules of the Plan or the terms of any Award.

No amendment to the material disadvantage of existing rights of Participants will be made under rule 13.1 unless:

every Participant who may be affected by such amendment has been invited to indicate whether or not he approves the amendment; and

the amendment is approved by a majority of those Participants who have so indicated.

No amendment will be made under this rule 13 if it would prevent the Plan from being an employees’ share scheme in accordance with section 1166 of the Companies Act 2006.

LEGAL ENTITLEMENT

This rule 14 applies during a Participant’s employment with any Group Member and after the termination of such employment, whether or not the termination is lawful.

Nothing in the Plan or its operation forms part of the terms of employment of a Participant and the rights and obligations arising from a Participant’s employment with any Group Member are separate from, and are not affected by, his participation in the Plan. Participation in the Plan does not create any right to continued employment with a Group Member for any Participant.

The grant of any Award to a Participant does not create any right for that Participant to be granted any further Awards or to be granted Awards on any particular terms, including the number of Shares to which Awards relate.

By participating in the Plan, a Participant waives all rights to compensation for any loss in relation to the Plan, including:

any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of the Participant’s employment);

any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any failure to exercise a discretion or take a decision; and

the operation, suspension, termination or amendment of the Plan.

GENERAL

The Plan will terminate upon the date stated in rule 2.7, or at any earlier time by the passing of a resolution by the Board or an ordinary resolution of the Company in general meeting. Termination of the Plan will be without prejudice to the existing rights of Participants.

Shares issued or transferred from treasury under the Plan will rank equally in all respects with the Shares then in issue, except that they will not rank for any voting, dividend or other rights attaching to Shares by reference to a record date preceding the date of issue or transfer from treasury.

By participating in the Plan, Participants resident outside of the European Economic Area consent to the collection, holding, processing and transfer of his personal data by any Group Member or any third party for all purposes relating to the operation of the Plan, including but not limited to, the administration and maintenance of Participant records, providing information to future purchasers of the Company or any business in which the Participant works and to the transfer of information about the Participant to a country or territory outside the European Economic Area or elsewhere.

The Plan will be administered by the Board. The Board will have full authority, consistent with the Plan, to administer the Plan, including authority to interpret and construe any provision of the Plan and to adopt regulations for administering the Plan. Decisions of the Board will be final and binding on all parties.

Any notice or other communication in connection with the Plan may be delivered personally or sent by electronic means or post, in the case of a company to its registered office (for the attention of the company secretary), and in the case of an individual to his last known address, or, where he is a director or employee of a Group Member, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment. Where a notice or other communication is given by post, it will be deemed to have been received 72 hours after it was put into the post properly addressed and stamped, and if by electronic means, when the sender receives electronic confirmation of delivery or if not available, 24 hours after sending the notice.

No third party will have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan (without prejudice to any right of a third party which exists other than under that Act).

The rules of the Plan will be governed by and construed in accordance with the laws of England and Wales. Any person referred to in the Plan submits to the exclusive jurisdiction of the Courts of England and Wales.

CASH AWARDS

Each Cash Conditional Award or Cash Option will relate to a certain number of notional Shares.

On the Vesting of a Cash Conditional Award or the exercise of a Cash Option the Participant will be entitled to receive a cash sum, calculated by reference to the value of the number of notional Shares to which the Cash Conditional Award or the Cash Option relates, on the following basis:

in the case of a Cash Conditional Award the cash sum will be equal to the market value (as determined by the Board) of the notional Shares to which the Cash Conditional Award relates on the date of Vesting; and

in the case of a Cash Option the cash sum will be equal to the market value (as determined by the Board) of the notional Shares to which the Cash Option relates on the date of exercise.

The cash sum payable under paragraph 1.2 above will be paid to the Participant as soon as reasonably practicable after the Vesting of the Cash Conditional Award or the exercise of the Cash Option, net of any deductions (including, but not limited to, any Tax Liability or similar liabilities) as may be required by law.

A Cash Conditional Award or Cash Option will not confer any right on the holder to receive Shares or any interest in Shares.

IMPACT OF DELISTING FROM AIM

In the event the Company’s Shares delist from AIM in 2020, the following terms shall apply thereafter with immediate on the “Effective Date”:

Each existing Award held on the Effective Date shall be deemed as modified on the Effective Date to comprise a right to acquire ADS subject its terms rather than a right to acquire Shares subject to its terms. The number of ADS under such modified Awards shall be the result of the number of Shares subject to the relevant Award immediately prior to such modification divided by five (5) and rounded down to the nearest whole ADS (if relevant).

With immediate effect from such aforementioned modifications, where the context requires, reference in the Scheme to Shares shall be deemed be references to ADS unless the Board determines otherwise.

The Board shall retain full discretion as to the impact of this Rule 16 as to its application, intended effect and implementation on such basis as it determines appropriate.

ADS means an American Depository Share, representing five (5) Shares.

The Effective Date shall be 18^th December 2020 or such later date in 2020 (if any) as the Board determines appropriate by reference to the date the cancellation of the AIM listing becoming effective.

The Company delists from AIM on December 2020.

A nil cost option Award is held over 1,000 ordinary shares.

Effective on the Effective Date, such Award would be automatically updated go forward on identical terms except it would relate to 200 ADS (as each ADS represents 5 ordinary shares).

Upon the exercise of such Award (if any), subject to the terms of the Plan, the participant would acquire 200 ADS at a cost of £0 per ADS.

DEFINITIONS AND INTERPRETATION

GRANT OF AWARDS

PERFORMANCE CONDITION

RESTRICTIONS ON TRANSFER AND BANKRUPTCY

DIVIDEND EQUIVALENTS

INDIVIDUAL LIMIT

REDUCTION OF AWARDS AND CLAWBACK

VESTING AND EXERCISE

TAXATION AND REGULATORY ISSUES

CASH EQUIVALENT

CESSATION OF EMPLOYMENT

CORPORATE EVENTS

ADJUSTMENTS

AMENDMENTS

LEGAL ENTITLEMENT

GENERAL

CASH AWARDS

DEFINITIONS AND INTERPRETATION

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

References in the Plan to:

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

the singular include the plural and vice versa; and

the masculine include the feminine and vice versa.

Headings do not form part of the Plan.

GRANT OF AWARDS

Subject to rule 2.2, the Board may grant an Award to an Eligible Employee in its discretion subject to the rules of the Plan and upon such additional terms as the Board may determine.

The grant of an Award will be subject to obtaining any approval or consent required by AIM (or other relevant authority), any Dealing Restrictions and any other applicable laws or regulations (whether in the UK or overseas).

Awards must be granted by deed and, as soon as reasonably practicable after the Grant Date, Participants must be notified of the terms of their Award, including any Performance Condition.

No Award may be granted under the Plan after the tenth anniversary of the Admission Date.

PERFORMANCE CONDITION

Unless the Board determines otherwise, the Vesting of Awards will be subject to the satisfaction of a Performance Condition, provided that an Award granted to an executive director of the Company must be subject to the satisfaction of a Performance Condition. Subject to rules 11 and 12, the Performance Condition will be measured over the Performance Period.

The Board may amend or substitute a Performance Condition if one or more events occur which cause the Board to consider that a substituted or amended Performance Condition would be more appropriate and would not be materially less difficult to satisfy.

RESTRICTIONS ON TRANSFER AND BANKRUPTCY

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

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

DIVIDEND EQUIVALENTS

The Board may decide at any time prior to the issue or transfer of the Shares in respect of which an Award Vests that the Participant will receive an amount (in cash and/or additional Shares) equal in value to any dividends that would have been paid on those Shares on such terms and over such period (ending no later than the Vesting Date) as the Board may determine. This amount may assume the reinvestment of dividends (on such basis as the Board may determine) and may exclude or include special dividends.

Any such amount will be payable as soon as reasonably practicable after Vesting or, in the case of a Nil-Cost Option, exercise, of the relevant Award.

INDIVIDUAL LIMIT

No Eligible Employee may be granted Awards which would, at the time they are granted, cause the Market Value of all the Shares subject to Awards granted to that Eligible Employee in respect of a particular financial year of the Company to exceed 300 per cent. of salary, and to the extent any Award exceeds this limit it will be scaled back accordingly.-

REDUCTION OF AWARDS AND CLAWBACK

Notwithstanding any other rule of the Plan, this rule 7 applies to any Award and will continue to apply after the termination of a Participant’s office or employment with a Group Member for any reason whether or not the termination is lawful.

The circumstances in which rules 7.3 and 7.4 may apply are:

a material misstatement of the Company’s accounts;

an error in assessing a Performance Condition applicable to the Award or in the information or assumptions by reference to which the Award Vests, such that the Award Vested to a greater extent than it would have Vested should the circumstances not have occurred; or

fraudulent or material misconduct on the part of the Participant

The Board may, in its discretion, determine at any time prior to the earlier of the delivery of cash or Shares comprised in an Award and unless rule 7.5 applies, the second anniversary of the last day of the Performance Period applying to an Award, to:

reduce (including to zero) the number of Shares to which an Award relates; and/or

impose further conditions on an Award.

The Board may, in its discretion, determine at any time after the delivery of cash or Shares comprised in an Award, and unless rule 7.5 applies, prior to the second anniversary of the last day of the Performance Period applying to an Award, to:

require a Participant to make a cash payment to the Company in respect of some or all of the Shares or cash delivered to him under the Award; and/or

require a Participant to transfer for nil consideration some or all of the Shares delivered to him under the Award

If the action or conduct of any Participant, Group Member or relevant business unit is under investigation prior to the second anniversary of the last day of the Performance Period applying to an Award pursuant to this rule 7 and such investigation has not yet been concluded by that date, the period referred to in rules 7.2, 7.3 and 7.4 will end on such later date as the Board considers appropriate to allow such investigation to be concluded.

The Board may decide to:

reduce (including to zero) the number of Shares to which an Award relates;

impose further conditions on an Award; and/or

require a Participant to transfer for nil consideration some or all of the Shares delivered to him under an Award or make a cash payment to the Company in respect of some or all of the Shares delivered to him under an Award

For the purposes of this rule 7, references to Group Member or a relevant business unit include references to any former Group Member or former business unit.

If the Board exercises its discretion in accordance with this rule 7, it will confirm this in writing to each Participant and, if necessary, the Trustee.

VESTING AND EXERCISE

As soon as reasonably practicable after the end of any Performance Period relating to an Award, the Board will determine if and to what extent the Performance Condition has been satisfied. To the extent that it has not been satisfied in full, the remainder of the Award will lapse immediately.

Subject to rules 9.2, 11 and 12, an Award will Vest:

on the Normal Vesting Date; or

if on the Normal Vesting Date (or on any other date on which an Award is due to Vest under rule 11 or 12) a Dealing Restriction applies to the Award, on the date on which such Dealing Restriction lifts; and

Subject to rules 9 and 10, where a Conditional Award has Vested or a Nil-Cost Option has been exercised, the number of Shares in respect of which the Award has Vested or been exercised together with any additional Shares or cash to which a Participant becomes entitled under rule 5 will be issued, transferred or paid (as applicable) to the Participant as soon as reasonably practicable thereafter.

TAXATION AND REGULATORY ISSUES

A Participant will be responsible for and indemnifies each relevant Group Member and the Trustee against any Tax Liability relating to his Award. Any Group Member and/or the Trustee may withhold an amount equal to such Tax Liability from any amounts due to the Participant (to the extent such withholding is lawful) and/or make any other arrangements as it considers appropriate to ensure recovery of such Tax Liability including, without limitation, the sale of sufficient Shares acquired subject to the Award to realise an amount equal to the Tax Liability.

The Vesting of a Conditional Award, the exercise of a Nil-Cost Option and the issue or transfer of Shares under the Plan will be subject to obtaining any approval or consent required by AIM (or any other relevant authority), any Dealing Restrictions, or any other applicable laws or regulations (whether in the UK or overseas).

CASH EQUIVALENT

Subject to rule 10.2, at any time prior to the date on which Shares in respect of which an Award has Vested or, in the case of a Nil-Cost Option, has been exercised and, in both cases, Shares have been issued or transferred to a Participant, the Board may determine that, in substitution for his right to acquire some or all of the Shares to which his Award relates, the Participant will instead receive a cash sum. The cash sum will be equal to the Market Value of that number of the Shares which would otherwise have been issued or transferred and for these purposes:

in the case of a Conditional Award, Market Value will be determined on the date of Vesting;

in the case of a Nil-Cost Option, Market Value will be determined on the date of exercise; and

in either case the cash sum will be paid to the Participant as soon as reasonably practicable after the Vesting of the Conditional Award or the exercise of the Nil-Cost Option, net of any deductions (including but not limited to any Tax Liability or similar liabilities) as may be required by law.

The Board may determine that this rule 10 will not apply to an Award or any part of it.

If a Participant ceases to hold office or employment with a Group Member for a reason other than one of the reasons set out in rule 12.2, Awards (whether or not Vested) will lapse at that time.

If a Participant ceases to hold office or employment with a Group Member as a result of:

death;

ill-health, injury or disability evidenced to the satisfaction of the Board;

the Participant’s employing company ceasing to be a Group Member or the transfer of an undertaking or part of an undertaking (in which the Participant is employed) to a person who is not a Group Member; or

any other reason at the Board’s discretion, except where a Participant is summarily dismissed

If the Board determines that an Award which has not yet Vested at the date of cessation will Vest in accordance with this rule 11.3, it will Vest as soon as reasonably practicable following the date of cessation in accordance with rule 11.4.

The number of Shares in respect of which the Award Vests pursuant to rule 11.2 or 11.3 will be determined by the Board, taking into account:

the extent to which any Performance Condition has been satisfied at the end of the Performance Period (if rule 11.2 applies) or at the date of cessation of office or employment (if rule 11.3 applies); and

unless the Board determines otherwise, the period of time that has elapsed from the Grant Date to the date of cessation of office or employment,

If a Participant ceases to hold office or employment with a Group Member for one of the reasons set out in rule 11.2, a Nil-Cost Option which has Vested prior to the date of cessation may, subject to rule 12, be exercised during the remainder of the original Exercise Period, after which time it will lapse.

For the purposes of the Plan, no person will be treated as ceasing to hold office or employment with a Group Member until that person no longer holds:

an office or employment; or

a right to return to work

CORPORATE EVENTS

Where any of the events described in rule 12.3 occur, then subject to rules 12.6 and 12.8, all Awards which have not yet Vested will Vest in accordance with rule 12.2 at the time of such event. Nil-Cost Options (whether Vested pursuant to this rule or otherwise) will be exercisable for one month (or such other period as the Board may determine) from the date of the relevant event, after which time all Nil-Cost Options will lapse.

An Award will Vest pursuant to rule 12.2 to the extent determined by the Board, taking into account the extent to which any Performance Condition has been satisfied, unless the Board determines otherwise, the period of time from the Grant Date to the date of the relevant event. To the extent that an Award does not Vest, or is not exchanged in accordance with rule 12.6, it will lapse immediately.

The events referred to in rule 12.1 are:

Winding-up

whether and to what extent Awards which have not yet Vested will Vest, taking into account the extent to which any Performance Condition has been satisfied and, unless the Board determines otherwise, the period of time from the Grant Date to the date of the relevant event; and

the period of time during which any Vested Nil-Cost Option may be exercised, after which time it will lapse.

Other events

whether and to what extent Awards which have not yet Vested will Vest, taking into account the extent to which any Performance Condition has been satisfied and, unless the Board determines otherwise, the period of time from the Grant Date to the date of the relevant event; and

the period of time during which any Vested Nil-Cost Option may be exercised, after which time it will lapse.

Exchange—unvested Awards

an offer to exchange the Award is made and accepted by a Participant; or

there is an Internal Reorganisation.

Exchange - Vested Nil-Cost Options

Exchange terms

the New Award were an Award granted under the Plan at the same time as the Award;

references to the Company were references to the company whose shares are subject to the New Award; and

references to Shares were references to shares in the company whose shares are subject to the New Award.

Meaning of Board

ADJUSTMENTS

The number of Shares subject to an Award may be adjusted in such manner as the Board determines, in the event of:

any variation of the share capital of the Company; or

a demerger, delisting, special dividend, rights issue or other event which may, in the opinion of the Board, affect the current or future value of Shares.

The Board may also adjust any Performance Condition.

AMENDMENTS

Except as described in this rule 14, the Board may at any time amend the rules of the Plan or the terms of any Award.

No amendment to the material disadvantage of existing rights of Participants (except in respect of the Performance Condition) will be made under rule 14.1 unless:

every Participant who may be affected by such amendment has been invited to indicate whether or not he approves the amendment; and

the amendment is approved by a majority of those Participants who have so indicated.

No amendment will be made under this rule 14 if it would prevent the Plan from being an employees’ share scheme in accordance with section 1166 of the Companies Act 2006.

LEGAL ENTITLEMENT

This rule 15 applies during a Participant’s employment with any Group Member and after the termination of such employment, whether or not the termination is lawful.

Nothing in the Plan or its operation forms part of the terms of employment of a Participant and the rights and obligations arising from a Participant’s employment with any Group Member are separate from, and are not affected by, his participation in the Plan. Participation in the Plan does not create any right to continued employment with a Group Member for any Participant.

The grant of any Award to a Participant does not create any right for that Participant to be granted any further Awards or to be granted Awards on any particular terms, including the number of Shares to which Awards relate.

By participating in the Plan, a Participant waives all rights to compensation for any loss in relation to the Plan, including:

any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of the Participant’s employment);

any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any failure to exercise a discretion or take a decision; and

the operation, suspension, termination or amendment of the Plan.

GENERAL

The Plan will terminate upon the date stated in rule 2.4, or at any earlier time by the passing of a resolution by the Board or an ordinary resolution of the Company in general meeting. Termination of the Plan will be without prejudice to the existing rights of Participants.

Shares issued or transferred from treasury under the Plan will rank equally in all respects with the Shares then in issue, except that they will not rank for any voting, dividend or other rights attaching to Shares by reference to a record date preceding the date of issue or transfer from treasury.

By participating in the Plan, Participants resident outside of the European Economic Area consent to the collection, holding, processing and transfer of his personal data by any Group Member or any third party for all purposes relating to the operation of the Plan, including but not limited to, the administration and maintenance of Participant records, providing information to future purchasers of the Company or any business in which the Participant works and to the transfer of information about the Participant to a country or territory outside the European Economic Area or elsewhere.

The Plan will be administered by the Board. The Board will have full authority, consistent with the Plan, to administer the Plan, including authority to interpret and construe any provision of the Plan and to adopt regulations for administering the Plan. Decisions of the Board will be final and binding on all parties.

Any notice or other communication in connection with the Plan may be delivered personally or sent by electronic means or post, in the case of a company to its registered office (for the attention of the company secretary), and in the case of an individual to his last known address, or, where he is a director or employee of a Group Member, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment. Where a notice or other communication is given by post, it will be deemed to have been received 72 hours after it was put into the post properly addressed and stamped, and if by electronic means, when the sender receives electronic confirmation of delivery or if not available, 24 hours after sending the notice.

No third party will have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan (without prejudice to any right of a third party which exists other than under that Act).

The rules of the Plan will be governed by and construed in accordance with the laws of England and Wales. Any person referred to in the Plan submits to the exclusive jurisdiction of the Courts of England and Wales.

CASH AWARDS

Each Cash Conditional Award or Cash Option will relate to a certain number of notional Shares.

On the Vesting of a Cash Conditional Award or the exercise of a Cash Option the Participant will be entitled to receive a cash sum, calculated by reference to the value of the number of notional Shares to which the Cash Conditional Award or the Cash Option relates, on the following basis:

in the case of a Cash Conditional Award the cash sum will be equal to the Market Value of the notional Shares to which the Cash Conditional Award relates on the date of Vesting; and

in the case of a Cash Option the cash sum will be equal to the Market Value of the notional Shares to which the Cash Option relates on the date of exercise.

The cash sum payable under paragraph 1.2 above will be paid to the Participant as soon as reasonably practicable after the Vesting of the Cash Conditional Award or the exercise of the Cash Option, net of any deductions (including, but not limited to, any Tax Liability or similar liabilities) as may be required by law.

For the avoidance of doubt, a Cash Conditional Award or Cash Option will not confer any right on the holder to receive Shares or any interest in Shares.

IMPACT OF DELISTING FROM AIM

In the event the Company’s Shares delist from the Alternative Investment Market in 2020, the following terms shall apply thereafter with immediate effect on the “Effective Date”:

Each existing Award held on the Effective Date shall be deemed as modified on the Effective Date to comprise a right to acquire ADS subject its terms rather than a right to acquire Shares subject to its terms. The number of ADS under such modified Awards shall be the result of the number of Shares subject to the relevant Award immediately prior to such modification divided by five (5) and rounded down to the nearest whole ADS (if relevant).

With immediate effect from such aforementioned modifications, where the context requires, reference in the Plan to Shares shall be deemed be references to ADS unless the Board determines otherwise.

The Board shall retain full discretion as to the impact of this Rule 17 as to its application, intended effect and implementation on such basis as it determines appropriate.

ADS means an American Depository Share, representing five (5) Shares.

The Effective Date shall be 18th December 2020 or such later date in 2020 (if any) as the Board determines appropriate by reference to the date the cancellation of the AIM listing becoming effective.

The Company delists from AIM on 18 December 2020.

A nil cost option Award is held over 1,000 ordinary shares.

Effective on the Effective Date, such Award would be automatically updated go forward on identical terms except it would relate to 200 ADS (as each ADS represents 5 ordinary shares).

Upon the exercise of such Award (if any), subject to the terms of the Plan, the participant would acquire 200 ADS at a cost of £0 per ADS.

IMPACT OF DELISTING FROM AIM

In the event the Company’s Shares delist from the Alternative Investment Market in 2020, the following terms shall apply thereafter with immediate effect on the “Effective Date”:

Each existing Option held on the Effective Date shall be deemed as modified on the Effective Date to comprise a right to acquire ADS subject its terms rather than a right to acquire Shares subject to its terms. The number of ADS under such modified Options shall be the result of the number of Shares subject to the relevant Option immediately prior to such modification divided by five (5) and rounded down to the nearest whole ADS (if relevant).

Such Options, as so modified, shall also have a revised Exercise Price determined as the result of the applicable Exercise Price per Share immediately prior to such modification multiplied by five (5) and converted from GBP into USD and rounded to two decimal places to become the applicable Exercise Price per ADS under the modified Option.

With immediate effect from such aforementioned modifications, where the context requires, reference in the Scheme to Shares shall be deemed be references to ADS unless the Board determines otherwise.

The Board shall retain full discretion as to the impact of this Rule 16 as to its application, intended effect and implementation on such basis as it determines appropriate.

ADS means an American Depository Share, representing five (5) Shares.

The Effective Date shall be 18^th December 2020 or such later date in 2020 (if any) as the Board determines appropriate by reference to the date the cancellation of the AIM listing becoming effective.

The GBP to USD exchange rate shall be determined by reference to such reputable source as the Chief Executive approves and determined either by reference to the exchange rate on the Effective Date or an average of the exchange rates over a such period ending on the Effective Date as approved by the Chief Executive.

The Company delists from AIM on 18 December 2020.

The GBP:USD exchange rate on 18 December is 1GBP = 1.316 USD.

An Option is held over 1,000 ordinary shares and has an exercise price per share of £3.00 per ordinary share acquired on exercise.

Effective on the Effective Date, such Option would be automatically updated go forward on identical terms except it would relate to 200 ADS (as each ADS represents 5 ordinary shares) and have a revised exercise price of USD 19.74 per ADS (rather than £3 per ordinary share). USD 19.74 the result of (£3 x 5) x 1.316.

Upon the exercise of such Option (if any), subject to the terms of the Scheme, the participant would acquire 200 ADS at a cost of USD 19.74 per ADS.

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DEFINITIONS AND INTERPRETATION

(a)   specified at the Date of Grant; or

(b)   to be determined at a later date by reference to a formula specified at the Date of Grant,

provided that if Shares are to be subscribed, it may not be less than the nominal value of a Share;

an Optionholder who ceases to be a director or Employee of a Group Company and does not continue or thereupon become a director or Employee with a Group Company where such cessation occurs for one of the following reasons:

a)  injury, ill health or disability (evidenced to the satisfaction of the Board);

b)  redundancy (within the meaning of Part XI of the Employment Rights Act 1996;

c)  the transfer of the undertaking or part-undertaking in which the Optionholder is employed to a person other than a Group Company; or

d)  the Company by which the Optionholder is employed ceasing to be a Group Company; or

e)  any other reason which the Board considers justifies such cessation to be a “good leaver” reason;

means:-

a)  a person obtaining Control of the Company;

b)  a person becoming bound or entitled to acquire Shares under Sections 979 to 985 of the Companies Act 2006; or

c)  a Court, under section 899 of the Companies Act 2006, sanctioning a compromise or arrangement proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies,

provided that, for the purposes of (a) above, a person shall be deemed to have obtained Control of the Company if he and others acting in concert with him have together obtained Control of it;