Oxford Biomedica : Rules of the Oxford Biomedica 2024 Deferred Bonus Plan

Adoption Copy

Rules of the Oxford Biomedica 2024 Deferred Bonus Plan

Adopted by the board of directors on [●]

Approved by shareholders on [●]

Table of Contents
1.	Definitions and Interpretation	1
2.	Grant of Awards	3
3.	Restrictions on Transfer and Bankruptcy	4
4.	Dividend Equivalents	4
5.	Plan Limit	4
6.	Reduction and Recovery	5
7.	Vesting, Exercise and Settlement	6
8.	Relevant Liabilities and Regulatory Issues	8
9.	Cash Equivalent	8
10.	Cessation of Employment	8
11.	Corporate Events	11
12.	Adjustments	12
13.	Amendments	12
14.	Legal Entitlement	13
15.	General	13
Schedule 1 - Cash Awards	15

The Oxford Biomedica 2024 Deferred Bonus 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 11.6, 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 Oxford Biomedica plc registered in England and Wales under number 03252665;

"Conditional Award" means a right to receive Shares automatically 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 which impose restrictions on share dealing;

"Deferred Bonus" means the amount of Bonus which is to be delivered in the form of an Award, which, in respect of an Award made to an executive director of the Company, will be determined in accordance with the relevant Directors' Remuneration Policy;

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

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

"Grant Period" 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 first Dealing Day following the date on which any Bonus is determined;
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;

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

"Listing Rules" 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;

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

1. in respect of one-third of the Shares subject to the Award (rounded down to the nearest whole Share), the first anniversary of the Grant Date;
2. in respect of a further one-third of the Shares subject to the Award (rounded down to the nearest whole Share), the second anniversary of the Grant Date; and
3. in respect of the balance of the Shares subject to the Award, the third anniversary of the Grant Date,

or such other date as determined by the Board;

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

"Plan" means the Oxford Biomedica 2024 Deferred Bonus Plan as amended from time to time;

"Recovery Period" means, subject to rule 6.6, the period ending on the second anniversary of the relevant Award's Grant Date;

"Relevant Liability" means any tax, social security contributions, levy, charge or other payroll deductions required by law arising out of or in connection with an Award for which the Participant is liable (or which may be recovered from the Participant) and for which any Group Member or former Group Member is obliged to pay or account to any relevant authority, or any reasonable estimate thereof;

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"Share" means a fully paid ordinary share in the Company;

"Shareholding Requirement" means any requirement, guideline or policy determined by the Board from time to time pursuant to which a person must hold Shares either during their office or employment with a Group Member or following their ceasing to hold office or employment with a Group Member;

"Subsidiary" has the meaning given by section 1159 of the Companies Act 2006;

"Trustee" the trustee or trustees for the time being of any employee benefit trust, the beneficiaries of which include Eligible Employees;

"Vest" means:

1. 1. in relation to a Conditional Award, the point at which the Participant becomes entitled to receive the Shares comprised in their Award; and
   2. in relation to a Nil-Cost Option, the point at which it becomes capable of exercise, and "Vesting", "Vested" and "Vesting Date" will be construed accordingly.
2. References in the Plan to:
3. 1. any statutory provisions or to regulations are to those provisions or regulations as amended or re-enacted from time to time;
   2. the singular include the plural and vice versa; and
   3. the masculine include the feminine and vice versa.
4. Headings do not form part of the Plan.

2. Grant of Awards

1. The Board may, during a Grant Period, grant an Award to an Eligible Employee.
2. An Award may be subject to such additional terms as the Board may determine.
3. An Award may be divided into distinct tranches with different Normal Vesting Dates, and, if so, the rules of the Plan will be construed as if each tranche were itself a separate Award.
4. The grant of an Award will be subject to obtaining any approval or consent required by the FCA (or other relevant authority), any Dealing Restrictions and any other applicable laws or regulations (whether in the UK or overseas).
5. An Award may only be granted to an Eligible Employee who has earned a Bonus the Deferred Bonus part of which is to be delivered as an Award under the Plan.
6. An Award will be granted over such number of Shares as have at the Grant Date a market value equal to the Deferred Bonus and to the extent that the value of any Award as at the Grant Date exceeds that of the Deferred Bonus it will be scaled back accordingly. For these purposes, the
   "market value" of a Share:

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1. 1. shall be determined by the Board; and
   2. will normally be determined by reference to the value of a Share at the date the Award is granted.
2. Awards must be granted by deed (or in such other written form as the Board determines) and as soon as reasonably practicable after the Grant Date, Participants must be notified of the terms of their Award including the Normal Vesting Date and any additional terms imposed by the Board in accordance with rule 2.2.
3. A Participant will be required to accept an Award in such form as the Board reasonably requires and, if the Board has not received (or waived the right to require) such acceptance on or before the date that is three months after the Grant Date:
4. 1. the Award may not Vest; and
   2. the Board may determine that the Award will lapse.
5. No Award may be granted under the Plan after the tenth anniversary of the date on which the Plan was approved by shareholders.

3. Restrictions on Transfer and Bankruptcy

1. An Award must not be transferred, assigned, charged or otherwise disposed of in any way (except in the event of the Participant's death, to their personal representatives) and will lapse immediately on any attempt to do so.
2. An Award will lapse immediately if the Participant is declared bankrupt or, if the Participant is outside the UK, any analogous event occurs.

4. Dividend Equivalents

4.1 The Board may decide before the delivery of Shares in satisfaction of an Award that the Participant will receive an amount (in cash and/or additional Shares) equal in value to any dividends that would have been paid on those Shares on such terms and by reference to dividend record dates 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.

5. Plan Limit

1. The Board must not grant an Award that would cause the number of Shares allocated under the Plan and under any other employee share plan adopted by the Company to exceed such number as represents fifteen per cent of the ordinary share capital of the Company in issue.
2. Subject to rules 5.3 and 5.4, in determining the limit set out in rule 5.1 Shares are treated as allocated if, on any day, they have been newly issued by the Company or transferred from treasury to satisfy an option, award or other right granted during the ten years before that day (an "award"), or in the case of such an award in respect of which Shares are yet to be delivered, if the Board intends that new Shares will be issued or that Shares from treasury will be transferred and for these purposes the number of Shares allocated includes:

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1. Shares that have been issued or may be issued to any Trustee; and
2. Shares that have been or may be transferred from treasury to any Trustee,

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

1. The Board may determine that Shares transferred from treasury will cease to count as allocated for the purposes of rule 5.2 if guidelines published by institutional investor representative bodies no longer require such Shares to be counted.
2. The number of Shares allocated does not include:
3. 1. Shares that were allocated to satisfy awards to the extent that such awards have lapsed, been relinquished or been satisfied in cash; and
   2. existing Shares (other than treasury Shares) that have been transferred to satisfy awards or that have been allocated to satisfy awards.
4. If the Board purports to grant one or more Awards that are inconsistent with the limit in this rule 5, each such Award will be reduced as determined by the Board and will take effect from the Grant Date over the reduced number of Shares, save to the extent that the Board determines that any such Award shall be satisfied in a way which is not inconsistent with the limit in this rule 5.
5. The Board may make such adjustments to the method of assessing the limit set out in rule 5.1 as it considers appropriate in the event of any variation of the Company's share capital.

6. Reduction and Recovery

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

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

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

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

Triggers events

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

1. a material misstatement of any Group Member's financial results;
2. the Board forms the view that there was an error in assessing a performance condition applicable to the Bonus in respect of which the Award was granted or the information or assumptions on which an Award was granted or Vests;
3. the Board determines that there has been a material failure of risk management in any Group Member or a relevant business unit;
4. the Board forms the view that any Group Member (or a relevant business unit) has suffered serious reputational damage;
5. material misconduct on the part of the Participant; or
6. the Board forms the view that there has been a material corporate failure in any Group Member or a relevant business unit.

Cross-clawback

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

Other provisions relating to reduction and recovery provisions

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

7. Vesting, Exercise and Settlement

7.1 Subject to rules 8, 10 and 11, an Award will Vest on the Normal Vesting Date unless:

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1. 1. a Dealing Restriction applies to the Participant, in which case the Award will Vest on the date on which such Dealing Restriction lifts; or
   2. the action or conduct of any Participant, Group Member or relevant business unit is under investigation pursuant to rule 6 and such investigation has not yet been concluded by that date, in which case an Award will Vest on such later date as the Board considers appropriate to allow such investigation to be concluded.
2. Subject to rules 8, 10 and 11, a Vested Nil-Cost Option may be exercised until the tenth anniversary of the Grant Date (or such earlier date as the Board may determine on or before the Grant Date) in such manner as the Board determines, after which time it will lapse.
3. 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 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.
4. Subject to rule 13, the Board may accelerate or delay the Vesting of some or all of an Award (except where rule 10 applies) if, as a result of the Participant moving jurisdiction:
5. 1. the Participant would suffer a different (including but not limited to greater and/or earlier) liability to tax and/or social security contributions than was considered to be the case on the Grant Date;
   2. the Participant's ability to exercise a Nil-Cost Option, or have Shares delivered to them would be restricted; and/or
   3. the Participant's ability to hold or deal in the Shares acquired or the proceeds of sale of or dividends payable on such Shares would be restricted or prohibited, and

the Board may determine that such Vesting will be subject to such conditions as the Board may determine, which may include restrictions on the disposal of some or all of the Shares acquired pursuant to the Award for such period as the Board may determine, and that any Shares so restricted may be forfeited if the Participant ceases to hold office or employment with a Group Member during such period in circumstances in which their Award would have lapsed if it had not Vested in accordance with this rule 7.4 and that any such Shares remain subject to reduction and recovery under rule 6. The Board may make the Vesting of the Award conditional on the Participant taking any action (including entering into any agreement) reasonably required by the Board in relation to such conditions.

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

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8. Relevant Liabilities and Regulatory Issues

1. A Participant will be responsible for and indemnifies each relevant Group Member and the Trustee against any Relevant Liability relating to their Award. Any Group Member and/or the Trustee may:
2. 1. withhold from amounts due to the Participant (to the extent that such withholding is lawful) an amount not exceeding such Relevant Liability; or
   2. make other arrangements as it considers appropriate to ensure the recovery of the Relevant Liability, which may include the sale of Shares acquired and using the proceeds to meet the Relevant Liability, or the cash settlement under rule 9 of part of the Award.
3. The Vesting of an 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 required by the FCA (or any other relevant authority), any Dealing Restrictions or any other laws or regulations (whether in the UK or overseas).
4. The Board may make the delivery of any Shares on the Vesting of a Conditional Award or the exercise of a Nil-Cost Option conditional on the Participant taking any action (including entering into any agreement) in relation to those Shares reasonably required by the Board in connection with any Shareholding Requirement.

9. Cash Equivalent

9.1 Subject to rule 9.2, at any time before Shares have been delivered to a Participant to satisfy an Award, the Board may determine that in substitution for their right to acquire some or all of those Shares, the Participant will instead receive a cash sum equal to:

1. in the case of a Conditional Award, the market value (as determined by the Board) on the date of Vesting of the Shares that would otherwise have been delivered; or
2. in the case of a Nil-Cost Option, the market value (as determined by the Board) on the date of exercise of the Shares that would otherwise have been delivered;

and any such 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 Relevant Liability.

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

10. Cessation of Employment

Cessation of employment before the Normal Vesting Date - default position

10.1 If a Participant ceases to hold office or employment with a Group Member before the Normal Vesting Date other than in accordance with rule 10.2 or by reason of their death, that Award will lapse on the date of such cessation.

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