Bloomsbury Publishing : 2023 Executive Share Plan

Rules of the Bloomsbury Publishing Plc 2023 Executive Share Plan

Adopted by the board of directors on [18 July] 2023

Approved by shareholders on [18 July] 2023

Expiry date [18 July] 2033

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The Bloomsbury Publishing Plc 2023 Executive Share Plan

1. Definitions and Interpretation

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

"Award" means a Conditional Award or a Nil-Cost Option;

"Board" means, subject to rule 13.8, the board of the Company or any committee or person duly authorised by the board, or any duly appointed successor body;

"Bonus" means the bonus (if any) earned by an Eligible Employee pursuant to a bonus plan operated by any Group Member;

"Company" means Bloomsbury Publishing Plc registered in England and Wales with registered number 01984336;

"Conditional Award" means a right to receive Shares automatically at no cost subject to the rules of the Plan;

"Control" has the meaning given by section 995 of the Income Tax Act 2007;

"Dealing Day" means any day on which the London Stock Exchange is open for business;

"Dealing Restrictions" means restrictions imposed by the Company's share dealing code, the

Listing Rules, the MAR or any other laws or regulations that impose restrictions on share dealing;

"Deferred Bonus Award" means an Award granted under the Plan which is designated by the Board as a deferred bonus award at the Grant Date and which relates to the deferral of a portion of any Bonus;

"Eligible Employee" means a current or former employee (including an executive director) of the Company or any of its Subsidiaries;

"FCA" means the United Kingdom Financial Conduct Authority, or any successor body; "Grant Date" means the date on which an Award is granted;

"Grant Period" means the period of 42 days beginning on:

1. the day on which the Plan is approved by shareholders in general meeting;
2. the first Dealing Day after the day on which the Company makes an announcement of its results for any period;
3. the day on which the Policy is approved by shareholders; or
4. any day on which the Board resolves that exceptional circumstances exist which justify the grant of Awards,

unless the Company is restricted from granting Awards during the periods specified above as a result of any Dealing Restrictions, in which case the relevant Grant Period will be 42 days beginning on the day after such Dealing Restrictions are lifted;

"Group Member" means the Company, any Subsidiary of the Company, any company that is (within the meaning given by section 1159 of the Companies Act 2006) the Company's holding company or a Subsidiary of the Company's holding company or, if the Board so determines, any body corporate in relation to which the Company is able to exercise at least 20% of the equity voting rights and "Group" will be construed accordingly;

"Holding Period" means such period as the Board determines on or before the Grant Date, which will usually begin on the Normal Vesting Date and end on the fifth anniversary of the Grant Date;

"Internal Reorganisation" means where immediately after a change of Control of the Company, all or substantially all of the share capital of the acquiring company is owned directly or indirectly by the persons who were shareholders in the Company immediately before the change of Control;

"Listing Rules" means the FCA's listing rules, as amended from time to time;

"MAR" means the EU Market Abuse Regulation 596/2014 and any associated EU Regulation to the extent each is incorporated into the law of the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 and as amended by any instrument related to their incorporation into the law of the United Kingdom;

"Nil-CostOption" means a right to acquire Shares subject to the rules of the Plan for nil cost or for a Nominal Exercise Price;

"Nominal Exercise Price" means an exercise price per Share equal to the nominal value of a Share from time to time;

"Normal Release Date" means the date on which an Award will normally be Released, which, in relation to an Award:

1. to which no Holding Period applies, will be the Normal Vesting Date; and
2. to which a Holding Period applies, will be the first Dealing Day immediately after the end of the Holding Period;

"Normal Vesting Date" means the date on which an Award will normally Vest, which:

1. in relation to an Award (except a Deferred Bonus Award) subject to the satisfaction of a Performance Condition, will be the later of:
2. 1. the date on which the Board determines the extent to which any Performance Condition has been satisfied in accordance with rule 9.1; and

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1. 1. the date on which the Board determines whether an adjustment should be made in accordance with rule 9.2; or
2. in relation to an Award (except a Deferred Bonus Award) not subject to the satisfaction of a Performance Condition, will be the third anniversary of the Grant Date; or
3. in relation to a Deferred Bonus Award, will be the second anniversary of the date on which the Bonus was determined,

or any other date determined by the Board at the Grant Date;

"Participant" means any person who holds an Award or following their death, their personal representatives;

"Performance Condition" means any one or more condition, measure , target or underpin (whether on an individual basis or otherwise) or conditions imposed under rule 3.1 that relates to performance;

"Performance Period" means the period over which a Performance Condition will be measured which, unless the Board determines otherwise, will be at least three years;

"Plan" means the Bloomsbury Publishing Plc 2023 Executive Share Plan as amended from time to time;

"Policy" means the Company's directors' remuneration policy as most recently approved by the Company's shareholders;

"Recovery Period" means subject to rule 8.6, the period:

1. for any Award (except a Deferred Bonus Award) subject to the satisfaction of a Performance Condition, beginning on the first day of the Performance Period and ending on the third anniversary of the final day of the Performance Period;
2. for any Award (except a Deferred Bonus Award) not subject to the satisfaction a Performance Condition, beginning on the first day of the Vesting Period and ending on the third anniversary of the Normal Vesting Date;
3. for a Deferred Bonus Award, beginning on the first day of the Financial Year to which the Deferred Bonus Award relates and ending on the on the third anniversary of the final day of the Financial Year to which the Deferred Bonus Award relates,

or such other period as the Board may determine on or before the Grant Date, provided that any such period is consistent with the Policy;

"Release" means:

1. in relation to a Conditional Award, the point at which the Participant becomes entitled to receive the Shares under their Award; and

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