Oxford Biomedica : Rules of the Oxford Biomedica 2024 Sharesave Scheme

Adoption Copy

Rules of the Oxford Biomedica 2024 Sharesave Scheme

Adopted by the board of directors on [●]

Approved by shareholders on [●]

Table of Contents
1.	Definitions and Interpretation	1
2.	Application for Options	5
3.	Scaling Down	6
4.	Grant of Options	7
5.	Restrictions on Transfer and Bankruptcy	8
6.	Scheme Limit	8
7.	Rights to Exercise Options	9
8.	Corporate Events	10
9.	Manner of Exercise	13
10.	Issue or Transfer of Shares	13
11.	Adjustments	14
12.	Amendments	14
13.	Legal Entitlement	15
14.	General	15

The Oxford Biomedica 2024 Sharesave Scheme

1. Definitions and Interpretation

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

"Appropriate Period" the relevant period referred to in paragraph 38(3) of Schedule 3;

"Associated Company" the meaning given by paragraph 47 of Schedule 3, except for the purpose of rules 7.6.5 and 7.10 when that expression will have the meaning given by paragraph 35(4) of Schedule 3;

"Board" subject to rule 8.12, the board of the Company or any committee or person duly authorised by the board, or any duly appointed successor body;

"Bonus"any sum payable to a Participant by way of a terminal bonus on completion of a Savings Contract which:

1. for a three year Savings Contract, is normally payable after completion of 36 Monthly Contributions; and
2. for a five year Savings Contract, is normally payable after completion of 60 Monthly Contributions;

"Bonus Date" in respect of any Option, the date on which repayments under the related Savings Contract are due;

"Company" means Oxford Biomedica plc registered in England and Wales under number 03252665;

"Constituent Company"

1. the Company; and
2. any other company which:
3. 1. is a Subsidiary of the Company;
   2. is under the Control of the Company; and
   3. the Board has determined will be a Constituent Company;

"Control" the meaning given by section 995 of the Income Tax Act 2007, except for the purposes of rule 7.6.5 where that expression will have the meaning given by sections 450 and 451 of the Corporation Tax Act 2010;

"Daily Official List" the daily publication by the London Stock Exchange of official quotations for all securities traded on the London Stock Exchange;

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

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"Dealing Restrictions" 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;

"Eligible Employee"

1. any person who is an employee (but not a director) or a Full-Time Director of a Constituent Company:
2. 1. who has such qualifying period (if any) of continuous service (being a period not exceeding five years prior to the Grant Date) as the Board may in its discretion determine from time to time; and
   2. whose earnings from the office or employment by reason of which the requirements in this paragraph (a) are satisfied are (or would be if there were any) general earnings to which section 15 of ITEPA applies; and
3. any other executive director or employee of any Constituent Company whom the Board may in its discretion select from time to time;

"Exercise Price" subject to any adjustment pursuant to rule 11, the price per Share, as determined by the Board, at which an Eligible Employee may acquire Shares upon the exercise of an Option which will not be manifestly less than 80 per cent (or such other percentage as may be permitted by paragraph 28(1) of Schedule 3 from time to time) of the Market Value of a Share on the Invitation Date or a date specified in the invitation to apply for an Option (such date being no earlier than the Invitation Date and no later than the Grant Date in accordance with HMRC guidance) provided that, if the Shares may only be subscribed for, such price will not be less than the nominal value of a Share;

"FCA" the United Kingdom Financial Conduct Authority, or any successor body;

"Full Time Director" an employee who is a director of any Constituent Company and is required under a contract of employment to work for more than 25 hours per week (excluding meal breaks);

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

"HMRC" HM Revenue & Customs;

"Invitation Date" the date on which the Board invites applications for Options;

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

"ITTOIA" the Income Tax (Trading and Other Income) Act 2005;

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

"London Stock Exchange" the London Stock Exchange plc or any successor body;

"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;

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"Market Value" on any day:

1. if the Shares are quoted on the Daily Official List, the middle market quotation (as derived from that list) of a Share on the immediately preceding Dealing Day, or if the Board determines, the average of the middle market quotations as so derived of a Share for a period of up to the 5 immediately preceding Dealing Days or such other Dealing Days as may be permitted in accordance with Schedule 3 for the purposes of the Scheme; and
2. if the Shares are not quoted on the Daily Official List of the London Stock Exchange, the market value of a Share as determined in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed with HMRC on or before that day for the purposes of the Scheme,

provided that, where the Shares are subject to a Restriction, their Market Value will be determined as if they were not subject to such Restriction;

"Maximum Contribution" the maximum aggregate Monthly Contributions which a Participant may make under all Savings Contracts linked to options granted to that Participant under the Scheme or any other savings-related share option scheme that meets the requirements of Schedule 3, being the lesser of:

1. £500 per month or such other maximum amount as may be permitted by paragraph 25(3)(a) of Schedule 3 from time to time; and
2. such other maximum Monthly Contributions as may be determined from time to time by the Board;

"Minimum Contribution" £5 or such other greater amount as the Board may determine from time to time but not exceeding the minimum monthly contribution permitted by paragraph 25(3)(b) of Schedule 3;

"Monthly Contribution" the monthly contribution agreed to be paid by a Participant under the Savings Contract;

"Non-UKCompany Reorganisation Arrangement" the meaning given by paragraph 47A of Schedule 3;

"Option" a right to acquire Shares subject to the terms of the Scheme;

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

"Pricing Period" the period of 42 days commencing on:

1. the day on which the Scheme is approved by shareholders of the Company in general meeting;
2. the first Dealing Day after the day on which the Company makes an announcement of its results for any period;

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1. the day on which changes are announced, effected or made to the legislation or regulations affecting share option schemes which are subject to the provisions of Schedule 3;
2. any day on which a new Savings Contract prospectus is announced or takes effect for the benefit of Eligible Employees in the United Kingdom; or
3. any day on which the Board resolves that exceptional circumstances exist which justify the issue of invitations,

unless the Company is restricted from issuing invitations under the Scheme during the periods specified above as a result of any Dealing Restrictions, in which case the relevant period will be 42 days commencing on the Dealing Day after such Dealing Restrictions are lifted;

"Repayment" in relation to a Savings Contract, the aggregate of the Monthly Contributions which the Participant has made and, subject to rule 2.4.4, any Bonus payable at the Bonus Date;

"Restriction" the meaning given by paragraph 48(3) of Schedule 3;

"Savings Contract" a contract under a certified SAYE savings arrangement within the meaning given by section 703(1) of ITTOIA which meets the requirements of Schedule 3;

"Schedule 3" Schedule 3 to ITEPA;

"Scheme" the Oxford Biomedica 2024 Sharesave Scheme as amended from time to time;

"Scheme-RelatedEmployment" the office or employment by reference to which a Participant is eligible to participate in the Scheme within the meaning given by paragraph 10 of Schedule 3;

"Share" a fully paid up, non-redeemable ordinary share in the Company, which, subject to rule 8.11, satisfies the conditions of paragraphs 18 to 20 and 22 of Schedule 3;

"Subsidiary" 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;

"US Participant" a Participant whom is subject to a US Tax Liability;

"US Tax Liability" any US tax or social security contributions liability for which the Participant is liable; and

"Variation" any capitalisation issue or offer or invitation made by way of rights relating to, or any subdivision, consolidation, reduction or any other variation of, the share capital of the Company in respect of which Options may be adjusted in accordance with rule 11 and the requirements of Schedule 3.

1.2 References in the Scheme to:

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1. 1. any statutory provisions are to those provisions as amended or re-enacted from time to time;
   2. the singular include the plural and vice versa; and
   3. the masculine includes the feminine and vice versa.
2. Headings do not form part of the Scheme.
3. Terms not otherwise defined in the Scheme will have the same meanings as are set out for them in Schedule 3.

2. Application for Options

1. Subject to rules 2.2 and 2.3, the Board may at any time invite Eligible Employees to apply for Options on similar terms (within the meaning given by paragraph 7 of Schedule 3).
2. If, at the time that an invitation to apply for Options is issued, the Shares are quoted on the Daily Official List, the Board will calculate the Exercise Price only by reference to Dealing Days in a Pricing Period.
3. The issue of invitations to apply for an Option will be subject to obtaining any approval required by the FCA (or other relevant authority), any Dealing Restrictions and any other laws or regulations (whether in the UK or overseas).
4. Subject to rule 2.5, any invitation to apply for Options will be sent in writing or in electronic format to all Eligible Employees and will include details of:
5. 1. the Exercise Price or the mechanism by which the Exercise Price will be determined (which may be different in respect of three and five year Savings Contracts);
   2. the Maximum Contribution payable and the maximum Monthly Contribution payable in respect of that invitation;
   3. the Minimum Contribution payable;
   4. whether, for the purpose of determining the number of Shares over which an Option is to be granted, the Repayment under the Savings Contract is to be taken as including any Bonus or not;
   5. the date by which applications must be received (being not earlier than 14 days after the Invitation Date); and
   6. whether the Eligible Employees may elect for a three or five year Savings Contract,

and the Board may determine a maximum number of Shares over which applications for Options are to be invited and if it does so will confirm in the invitations that it has done so.

2.5 The Board may exclude from an invitation any person who is under notice of dismissal or who will have ceased to hold Scheme-Related Employment at the anticipated Grant Date, provided that any such exclusion is in line with HMRC guidance.

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1. Applications for Options must incorporate or be accompanied by an application for a Savings Contract.
2. An application for an Option will be in writing or in electronic format and in such form as the Board may determine from time to time, provided that the applicant will be required to state:
3. 1. the Monthly Contribution (being a multiple of £1 and not less than the Minimum Contribution) which the Participant wishes to make under the Savings Contract to be made in connection with the Option for which an application is made;
   2. that the Participant's proposed Monthly Contribution in respect of that invitation:
   3. 1. when taken together with any monthly contribution the Participant makes under any other Savings Contract whether entered into in connection with the grant of an Option under the Scheme or in connection with the grant of an option under any other scheme that meets the requirements of Schedule 3 will not exceed the Maximum Contribution; and
      2. will not exceed the maximum Monthly Contribution for that invitation; and
   4. if the Eligible Employee may elect for a three or five year Savings Contract, the Eligible Employee's election in that respect
4. In the event of excess applications, each application will be deemed to have been modified or withdrawn in accordance with any steps taken by the Board to scale down applications pursuant to rule 3.
5. If an Eligible Employee's application for an Option specifies a proposed Monthly Contribution which:
6. 1. when taken together with any monthly contribution the Eligible Employee makes under any other Savings Contract whether entered into in connection with the grant of an Option or in connection with the grant of an option under any other scheme that meets the requirements of Schedule 3, exceeds the Maximum Contribution; or
   2. exceeds the maximum Monthly Contribution for that invitation, the Board will be authorised to reduce the Eligible Employee's Monthly Contribution for that invitation so as to comply with the Maximum Contribution and/or the maximum Monthly Contribution payable in respect of that invitation.
7. Each application will be deemed to be for an Option over the largest whole number of Shares which can be acquired at the Exercise Price with the expected Repayment at the Bonus Date under the Savings Contract entered into in connection with the Option.

3. Scaling Down

3.1 If valid applications are received for a total number of Shares in excess of any maximum number of Shares determined by the Board in accordance with rule 2.4 or any limitation under rule 6, the Board may (having regard to paragraphs 7 and 8 of Schedule 3) scale down applications by taking the following steps until the number of Shares available equals or

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exceeds such total number of Shares applied for provided always that, in reducing the number of Shares applied for, any adjustments will ensure that an Eligible Employee's Monthly Contribution remains a multiple of £1:

1. 1. by excluding the Bonus (if any) from the amount of each Repayment;
   2. by treating any elections for a five year Savings Contract as elections for a three year Savings Contract;
   3. by reducing the proposed Monthly Contribution pro rata to the excess over the amount the Board determines for this purpose, provided that this amount is not less than the Minimum Contribution; and/or
   4. so far as necessary, selecting applications by lot, each based on a Monthly Contribution equal to the Minimum Contribution and no Bonus in the Repayment.
2. If the number of Shares available is insufficient to enable an Option (based on Monthly Contributions of such amount as the Board may determine) to be granted to each Eligible Employee making a valid application, the Board may, as an alternative to selecting by lot, determine in its discretion that no Options will be granted in respect of that invitation.
3. If the Board so determines, the provisions in rule 3.1 may be modified or applied in any manner as may be permitted in accordance with Schedule 3 and HMRC guidance.

4. Grant of Options

1. Subject to the other provisions of this rule 4, within 30 days, or if rule 3 applies, 42 days, of the earliest date by reference to which the Exercise Price is determined, the Board will grant to each Eligible Employee who has submitted a valid application (within any applicable time limit) an Option over the largest whole number of Shares which can be acquired at the Exercise Price with the expected Repayment under that Eligible Employee's Savings Contract at the applicable Bonus Date.
2. No Option will be granted to any person if at the Grant Date that person has ceased to be an Eligible Employee.
3. No Eligible Employee will be granted an Option to the extent it would at the proposed Grant Date cause the aggregate amount of such Eligible Employee's contributions under all Savings Contracts to exceed the Maximum Contribution.
4. No amount will be paid in respect of the grant of an Option.
5. The grant of an Option will be subject to obtaining any approval required by the FCA (or other relevant authority), any Dealing Restrictions and any other laws or regulations (whether in the UK or overseas).
6. A Participant will be notified, in the manner specified by the Board, of the grant of an Option and the following terms of the Option:
   4.6.1 the number of Shares subject to the Option;

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1. 1. the Exercise Price and the Grant Date of the Option;
   2. the Bonus and Bonus Date applicable to the Option; and
   3. whether or not the Shares subject to the Option are subject to Restrictions and if so, the details of those Restrictions.
2. No Options may be granted unless and until the Scheme meets the requirements of Schedule 3.
3. No invitations to apply for Options may be issued under the Scheme after the tenth anniversary of the date on which the Scheme was approved by the shareholders of the Company in general meeting.

5. Restrictions on Transfer and Bankruptcy

1. 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 the Participant's personal representatives) and will lapse immediately on any attempt to do so.
2. An Option will lapse immediately if the Participant is declared bankrupt or, if the Participant is outside the UK, any analogous event occurs.

6. Scheme Limit

1. The Board must not grant an Option that would cause the number of Shares allocated under the Scheme 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 6.3 and 6.4, in determining the limit set out in rule 6.1, 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 period of 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:
3. 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,

and 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 6.2 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:
   6.4.1 Shares that were allocated to satisfy awards to the extent that such awards have lapsed, been relinquished or been satisfied in cash; and

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