Bloomsbury Publishing : 2023 Sharesave Plan Rules

BLOOMSBURY PUBLISHING PLC

2023 SHARESAVE PLAN

In the form as approved by shareholders on [●] 2023

In the form as adopted by the Board of Directors of the Company on [●] 2023

Expires on [●] 2033

The Plan is a discretionary benefit offered by the Bloomsbury Publishing for the benefit of its employees. Its purpose is to increase the interest of the employees in Bloomsbury's business goals and results through share ownership. The Plan is an incentive for the employees' future performance and commitment to the goals of the Bloomsbury group of companies.

Shares purchased under the Plan and gains achieved by exercising options granted under the Plan are not part of salary (except to any extent required by statute).

The board of Bloomsbury shall have the right to decide, in its sole discretion, whether or not options will be offered under the Plan.

Participating in the Plan is an investment opportunity distinct from any employment contract. Participation in the Plan entails the risk associated with an investment. An individual who participates in the Plan is treated as being aware of such risks and accepts such risks of their own free will.

The detailed rules of the Plan are set out overleaf.

1. DEFINITIONS AND INTERPRETATION

1.1 In this Plan, unless the context otherwise requires:

"Associated Company" means an associated company of the Company as described in paragraph 47 of Schedule 3 except for the purpose of Rule 11.6 (Meaning of ceasing employment) when that expression shall have the meaning described in paragraph 35 of Schedule 3;

"Board" means the board of directors of the Company or a duly authorised committee of the Board or a duly authorised person;

"Bonus Date" means the date on which a bonus is payable under the relevant Savings Contract and from which an Option is normally exercisable;

"the Company" means Bloomsbury Publishing Plc (registered in England and Wales with registered number 1984336);

"Contribution" means a contribution under a Savings Contract;

"Control" means control within the meaning of section 995 of the Income Tax Act 2007;

"dealing day" means a dealing day of either the London Stock Exchange or any other securities exchange on which Shares are quoted and from which the Option Price is determined;

"Eligible Employee" means a person who satisfies the conditions described in Rule 2.1 (General rule on eligibility);

"Grant Date" means the date on which an Option is granted;

"HMRC" means HM Revenue and Customs;

"Invitation" means an invitation to apply for an Option as described in Rule 3 (Invitations);

"ITEPA" means the Income Tax (Earnings and Pensions) Act 2003;

"Listing Rules" means the Listing Rules published by the UKLA;

"London Stock Exchange" means London Stock Exchange Plc or other successor body;

"Option" means a right to acquire Shares granted under the Plan;

"Option Price" means the price at which Shares may be acquired on the exercise of an Option as determined under Rule 6 (Option Price);

"Participant" means a person who holds an Option including their personal representatives;

"Participating Company" means:

1. the Company; and
2. any Subsidiary designated by the Board;

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

"Related Company" means a company which is not under the Control of a single person, but is under the Control of two persons, one of them being the Company;

"Restriction" means any contract, agreement, arrangement or condition which falls within section 423(1)(a) ITEPA (Restricted securities);

"Rule" means a rule of the Plan;

"Savings Contract" means an agreement under a certified contractual SAYE savings arrangement, within the meaning of paragraph 48(1) of Schedule 3, which has been registered with HMRC for the purposes of Schedule 3;

"Schedule 3" means Schedule 3 to ITEPA;

"Shares" means fully paid ordinary shares in the capital of the Company which satisfy the requirements of paragraphs 18 to 20 and paragraph 22 of Schedule 3, unless Rule 10.10 (Shares ceasing to satisfy Schedule 3 requirements) applies;

"Subsidiary" means a body corporate which is a subsidiary (within the meaning of section 1159 of the Companies Act 2006) of the Company and of which the Company has Control;

"UKLA" means the United Kingdom Listing Authority,

and expressions not otherwise defined in this Plan have the same meanings as they have in Schedule 3.

1. Any reference in the Plan to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted.
2. Expressions in italics, headings and any footnotes are for guidance only and do not form part of the Plan.

2. ELIGIBILITY

2.1 General rule on eligibility

An individual is eligible to be invited to apply for an Option only if:

1. they are either an employee (but not a director) of a Participating Company or a director of a Participating Company who is required to work for the company for at least 25 hours a week (excluding meal breaks); and
2. they either satisfy the conditions in Rule 2.2 (Individuals eligible) or are nominated by the Board for this purpose.

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2.2 Individuals eligible

The conditions referred to in Rule 2.1(b) are that:

1. the individual shall have a qualifying period of continuous service (if any) with the Company or any Subsidiary from time to time as the Board may decide, such period to not exceed five years before the Grant Date; and
2. the individual's earnings from the office or employment referred to in Rule 2.1(a) are (or would be if there were any) general earnings to which section 15 of ITEPA (UK resident employees) applies and those general earnings are (or would be if there were any) earnings for a tax year in which the individual is ordinarily resident in the UK.

3. INVITATIONS

1. Issuing Invitations
   The Board shall decide if and when Invitations will be issued. If the Board decides to issue Invitations then it must issue an Invitation to each Eligible Employee.
2. Timing of Invitations
   Invitations may be issued at any time but before the Board decides when to issue Invitations it must have regard both to when the Option Price may be determined under Rule 6.1 (Option Price - timing of determination) and any regulatory restrictions on both the issuing of such Invitations and any subsequent grant of Options.
3. Content of Invitations Each Invitation will specify:
4. 1. the date by which an application for an Option must be received (being no less than 14 days after the date of the Invitation unless otherwise agreed in advance with HMRC);
   2. the eligibility requirements;
   3. the Option Price (or how the Option Price will be determined);
   4. any choice of Saving Contracts (in terms of the number of monthly Contributions payable);
   5. the minimum monthly Contribution which must not be less than £5 nor more than £10;
   6. the maximum monthly Contribution, which must be not more than £500 or as otherwise specified in Schedule 3;
   7. if any bonus payable under a Savings Contract shall not be taken into account in determining the number of Shares made subject to an Option, then that fact.

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