The Options Grant
We're delighted to offer you an Option under the Investa Markets Customer Options Scheme (the Scheme).
Your Option is governed by the Scheme rules, which are set out in Schedule 1 to this Option Grant. Here's a summary of how your Option works:
Number of Option Shares
You are being offered the number of Options stated in your Grant Notice, with each Option entitling you to one Option Share.
Exercise Conditions (Receiving Value From Your Option)
Your Option vests and is automatically exercised on a Liquidity Event (broadly, an initial public offering or qualifying acquisition of Investa) and not before. You do not need to do anything to exercise your Option, we will handle that automatically.
If the Liquidity Event is an IPO, you will receive one Ordinary Share (which will, where applicable, convert, be exchanged for or be replaced with a listed share) for each Option Share. If it is an Acquisition, you will receive a cash payment per Option Share equal to the price per share less the Option Share Price.
Option Share Price
The Option Share Price is the nominal value of £0.00025 per Option Share, no matter what the price per share is at the time. Investa will settle this on your behalf and you will you will not
be asked to pay it from your own funds.
Option expiry
If no Liquidity Event has occurred by 1 January 2050, your Option will expire and you will receive nothing.
Acceptance
To accept this Option, please confirm acceptance in the Investa application within 14 calendar days of the Date of Grant. If you do not accept within that period, the offer will lapse.
Before accepting, please read carefully the risk warnings below, Schedule 1 (the Scheme rules), Schedule 2 (Programme Terms), and the Key Facts Document. The full Option Grant and Scheme and Programme rules are set out over the following pages. If you have any questions or you'd like anything explained, just let us know.
Investa Markets Ltd
Customer Options Scheme
Option Grant
Dated 11 June 2026
This Option Grant is made by Investa Markets Ltd, a private limited company incorporated in England and Wales (company number 14238584) whose registered address is 231 Strand, London, WC2R 1DA (the Company).
This Option Grant sets out the terms on which the Company offers to grant Options to eligible customers under the Customer Options Scheme. By accepting an Option in the Investa application, the relevant Option Holder agrees to be bound by, and a binding contract is formed between the Option Holder and the Company on, the terms of this Option Grant, the Rules and the applicable Programme Terms.
1. The grant
1.1 The Company grants to each Option Holder, on the Date of Grant specified in the Option Holder's Grant Notice and subject to acceptance in accordance with clause 4, the number of Options specified in the Grant Notice. Each Option entitles the Option Holder to subscribe for, or to receive equivalent cash settlement in respect of, one Ordinary Share (an Option Share) specified in the Grant Notice, at the Option Share Price of £0.00025 per Option Share, on or following a Liquidity Event and otherwise on the terms of the Scheme.
1.2 The Option is subject to and exercisable in accordance with the rules of the Scheme (the Rules), a copy of which is set out in Schedule 1, and the terms of the relevant Programme set out in any Programme Terms applicable to the Option Holder, as amended (in either case) from time to time and set out in Schedule 2. The Rules are deemed to be incorporated into this Option Grant. The Option Holder acknowledges receipt of a copy of the Rules on acceptance of the Grant Notice.
1.3 The Option is offered for no cash consideration. The Option Holder is not required to pay any amount in cash to receive the grant of an Option. The Option Holder's consideration for the grant of the Option is set out in clause 6.
1.4 The Option Share Price will be satisfied by the Company on the Option Holder's behalf as part of the settlement of the Option. The Option Holder is not required to pay the Option Share Price out of their own funds.
2. No advice or recommendation
2.1 The offer of an Option has not involved investment advice, tax advice, legal advice or a personal recommendation from the Company. The Company does not represent that accepting an Option is suitable or appropriate for any particular Option Holder. An Option Holder may reject the offer of an Option without affecting their ability to continue using the Company's services, subject to the Company's ordinary customer terms.
3. Relationship between this Option Grant, the Rules, the Programme Terms and the Key Facts Document
3.1 If there is any conflict between this Option Grant (including the Rules) and the Programme Terms, this Option Grant prevails in relation to the legal terms of the Option. The Programme Terms prevail in relation to eligibility, qualification steps and allocation methodology, except where this Option Grant or the Rules expressly provide otherwise.
3.2 The Key Facts Document is a customer-facing summary of the principal features of the Scheme and of the Option. In the event of any conflict between the Key Facts Document and the Rules, the Rules prevail.
4. Acceptance and formation of contract
4.1 An Option is only granted to an Option Holder if and when the Option Holder accepts the Grant Notice in the Investa application within the acceptance period set out in the Grant Notice (which will not be less than 14 calendar days from the date the Grant Notice is issued to the Option Holder). On such acceptance, a binding contract is formed between the Company and the Option Holder on the terms of this Option Grant, the Rules, the applicable Programme Terms and the Grant Notice. If the Option Holder does not accept the Grant Notice within that period, the offer will lapse and no Option will arise.
4.2 Acceptance may take place by electronic confirmation in the Investa application or by any other method approved by the Company.
4.3 By accepting an Option, the Option Holder confirms that:
(a) they have read and understood this Option Grant (including the Rules in Schedule 1), the applicable Programme Terms (as set out in Schedule 2), the Grant Notice and the Key Facts Document, including the risk warnings on the first page of this Option Grant;
(b) they understand that the Option may expire worthless;
(c) they understand that there may never be a Liquidity Event;
(d) they understand that Options are not transferable and cannot be sold or cashed in before exercise;
(e) they are not relying on the Company for investment, legal or tax advice;
(f) they understand that Options are not covered by the Financial Services Compensation Scheme; and
(g) all information they have provided to the Company is true, complete and not misleading.
5. No customer or other relationship between Investa and Option Holder gives rise to compensation rights
5.1 Notwithstanding any other provision of this Option Grant or the Rules:
(a) neither the Rules nor this Option Grant forms any contract of employment, consultancy, agency or partnership between the Company (or any past or present Group Company) and the Option Holder, and will not confer on the Option Holder any legal or equitable rights against the Company or any Group Company other than those constituting the Option itself;
(b) the benefits to the Option Holder under the Scheme do not form any part of any pay, wages, remuneration or fees, and do not count as pay, wages, remuneration or fees for the purposes of determining any pension or similar entitlements, statutory benefits or tax credits; and
(c) in no circumstances will the Option Holder, on ceasing to be a customer of the Company or otherwise on lapse of any Option, be entitled to any compensation for any loss of any right or benefit (or prospective right or benefit) under the Scheme which they might otherwise have enjoyed (including, without limitation, the lapse of an Option or part thereof), whether such compensation is claimed by way of damages for breach of contract or otherwise, and the Option Holder waives all and any such rights to compensation or damages.
6. Consideration
6.1 The grant of an Option is a discretionary reward by the Company. In consideration of the grant of an Option, the Option Holder accepts and agrees to be bound by the terms of this Option Grant, the Rules, the applicable Programme Terms and the Grant Notice, gives the acknowledgments, confirmations and undertakings set out in clause 4.3, and undertakes to maintain their Account in good standing for a period of 12 months from the Date of Grant (other than in the case of a Good Faith Cessation).
6.2 The Option Holder's acceptance of the terms set out in clause 6.1, the acknowledgments and undertakings given by the Option Holder, and the Option Holder's continued maintenance of their Account in good standing constitute the consideration for the Company's grant of the Option.
6.3 The grant of an Option does not constitute consideration for any other transaction undertaken or service provided by the Option Holder. The Company does not require any person to trade, invest or maintain assets with the Company in order to receive or retain an Option, except to the extent expressly stated in the Programme Terms applicable to the relevant Programme.
Schedule 1
Investa Markets Ltd
Customer Options Scheme — Scheme Rules
Adopted by resolution of the Directors on 11 June 2026
1. DEFINITIONS
1.1 In these Rules, unless the context requires otherwise:
(a) clause and paragraph headings are inserted for convenience only and do not affect construction;
(b) a reference to a clause is a reference to a clause of these Rules;
(c) a reference to a person includes natural persons, bodies corporate, unincorporated associations and partnerships;
(d) a reference to a statute or statutory provision includes a reference to it as amended, extended or re-enacted from time to time and any subordinate legislation made under it;
(e) words in the singular include the plural and vice versa;
(f) a reference to writing or written includes email and any communication sent or made through the Investa application; and
(g) the Interpretation Act 1978 applies to these Rules in the same way as it applies to an enactment.
1.2 In these Rules, the following words and expressions have, unless the context otherwise requires, the following meanings:
"Account" means the customer account held by the Option Holder with the Company or, where applicable, through the Company's platform.
"Acquisition" means a sale of shares or assets, merger, scheme, reorganisation or other transaction as a result of which a person or persons acting together acquire control of the Company, or acquire all or substantially all of the business and assets of the Company.
"Acquisition Price" means the price per Ordinary Share (or, where the Acquisition is structured as a sale of assets, the implied price per Ordinary Share derived from the consideration on a fully diluted basis) payable on completion of an Acquisition, as determined by the Board acting reasonably and on a basis consistent with the equivalent price paid to other holders of Ordinary Shares.
"Acquisition Payout" has the meaning given in clause 6.5(a).
"Board" means the board of Directors of the Company or a duly authorised committee of the Board.
"Business Day" means a day other than a Saturday, Sunday or public holiday in England on which banks in London are open for general business.
"Customer Terms" means the Company's terms of service applicable to the operation of an Option Holder's Account, as updated from time to time.
"Date of Grant" means the date specified as the Date of Grant in the Grant Notice.
"Disqualification Event" has the meaning given in clause 7.1.
"Expiry Date" means 1 January 2050.
"Good Faith Cessation" means a cessation of an Option Holder's relationship with the Company arising from their death, bankruptcy, incapacity, or any other event that the Board reasonably determines to be a Good Faith Cessation.
"Grant Notice" means the notice issued by the Company to an Option Holder confirming the number of Options being granted, the Date of Grant, the relevant Programme, and the Option Share Price.
"Group" means the Company and its subsidiary undertakings (if any) from time to time and "Group Company" will be construed accordingly.
"IPO" means the admission of all or any of the shares of the Company, or securities representing those shares (including without limitation depositary interests, American depositary receipts, American depositary shares or other instruments), to trading on the Official List of the United Kingdom Listing Authority, on the AIM market operated by the London Stock Exchange, on NASDAQ, or on any other recognised investment exchange (as defined in section 285 of the Financial Services and Markets Act 2000), multilateral trading facility or other public market approved by the Board.
"Key Facts Document" means the Company's key facts document or risk summary for the Options, as updated from time to time.
"Limit" means the maximum number of Option Shares over which Options may be granted at any time across the Scheme, being the number authorised by the Company's shareholders from time to time.
"Liquidity Event" means an IPO or an Acquisition.
"Listed Share" means a share, depositary interest, depositary receipt or other security representing an equivalent economic interest in the Company (or in a successor or holding company of the Company), resulting from any reorganisation, conversion, exchange or other restructuring of Ordinary Shares in connection with an IPO.
"Option" means a right granted under these Rules entitling the Option Holder to subscribe for one Option Share, or to receive equivalent cash settlement, at the Option Share Price on or following a Liquidity Event.
"Option Grant" means the Option Grant document to which these Rules are attached as Schedule 1.
"Option Holder" means a person to whom an Option has been granted under the Scheme or (where the context so admits or requires) the personal representatives of any such person.
"Option Share" means an Ordinary Share subject to an Option.
"Option Share Price" means £0.00025 per Option Share, or such other amount as is specified in the Grant Notice, provided that the Option Share Price will not be less than the nominal value of an Option Share where shares are to be issued by the Company.
"Ordinary Share" means an Ordinary Share of £0.00025 nominal value in the capital of the Company, having the rights and restrictions set out in the Company's articles of association from time to time.
"Programme" means the Referral Programme, the Historical Activity Grant Programme, or any other customer reward, historical activity, referral or other programme under which Options are offered, in each case as designated by the Board.
"Programme Terms" means the terms and conditions applicable to the Programme under which an Option is granted, as set out in a separate document published by the Company from time to time (the current Programme Terms are set out in Schedule 2).
"Scheme" means the Investa Markets Customer Options Scheme constituted by the Option Grant and these Rules.
"Share" means a share in the capital of the Company, of whatever class.
2. GRANT OF OPTIONS
2.1 The Company may from time to time grant Options to customers under the Scheme.
2.2 Each Option is granted on the terms of the Option Grant, these Rules, the applicable Programme Terms and the relevant Grant Notice. Each Option is granted for no cash consideration, but is subject to the consideration provided by the Option Holder under clause 6 of the Option Grant.
2.3 The Board has absolute discretion as to the customers to whom Options are granted, subject to and in accordance with the Programme Terms applicable to the relevant Programme. The Board's determination of eligibility and allocation is final, save that the Company will provide, on request, a description of the methodology used to determine the allocation under a Programme.
2.4 No Option will be granted if and to the extent that the grant would cause the aggregate number of Option Shares over which Options are then outstanding under the Scheme to exceed the Limit. If the Company resolves to increase the Limit, the revised Limit will apply to the Scheme.
2.5 The Company will always make available sufficient unissued Option Shares to satisfy the exercise in full of all Options for the time being remaining capable of being exercised under the Scheme, subject to applicable corporate authorities and shareholder approvals being in place.
3 OPTIONS NON-TRANSFERABLE
3.1 An Option is personal to the Option Holder. The Option Holder may not assign, transfer, charge, pledge, declare a trust over, grant any security interest in, or otherwise deal with the whole or any part of any Option or any rights under it. Any attempt to do so is void and will cause the Option to lapse under clause 8.2.
3.2 Clause 3.1 does not apply to (a) the transmission of an Option on death under clause 8.3, (b) any vesting of an Option in a trustee in bankruptcy by operation of law, or (c) any other transmission required by operation of law.
4 ELIGIBILITY AND QUALIFYING CONDITIONS
4.1 A person is eligible to receive an Option only if that person:
(a) is at least 18 years old;
(b) is resident in a jurisdiction approved by the Company for the relevant Programme;
(c) holds an Account in good standing;
(d) has completed all onboarding, know-your-customer, anti-money laundering, sanctions and fraud checks required by the Company;
(e) complies with the Customer Terms, any platform terms and the applicable Programme Terms;
(f) satisfies any additional eligibility criteria specified in the Grant Notice or Programme Terms; and
(g) is not excluded by law, regulation, the Company's policies or the terms of any applicable Programme.
4.2 Options vest only to the extent that the Option Holder satisfies the eligibility and qualification conditions in the applicable Programme Terms, the Grant Notice and these Rules. The Company will determine whether the applicable conditions have been satisfied by reference to its own books, records and systems, acting reasonably and in good faith.
4.3 The Company does not require any person to trade, invest or maintain assets with the Company in order to receive or retain an Option, except to the extent expressly stated in the Programme Terms applicable to the relevant Programme.
5 NOTIFICATION OF LIQUIDITY EVENT AND AUTOMATIC SETTLEMENT
5.1 The Company will notify Option Holders of the imminent occurrence of a Liquidity Event as soon as it is reasonably practicable and lawful to do so. Notice will be given through the Investa application and/or by email. It is the Option Holder's responsibility to keep their contact details up to date. The Company will use reasonable endeavours to notify Option Holders; failure by an Option Holder to receive a notice will not invalidate the Liquidity Event or the exercise, settlement, cancellation or lapse of any Option, provided the Company has used reasonable endeavours to notify the Option Holder using the contact details recorded for their Account.
5.2 Subject to and conditional on the Liquidity Event completing, Options will be settled automatically. The Option Holder is not required to deliver any notice of exercise or take any other action to receive the benefit of their Options.
5.3 If the Liquidity Event does not complete, Options will continue and these Rules will continue to apply as if the Liquidity Event had not been notified.
6 EXERCISE AND SETTLEMENT
6.1 Subject to clause 6.6, on completion of an IPO, each vested Option will be automatically exercised and settled by the Company procuring that:
(a) one Option Share is allotted and issued credited as fully paid (with the Option Share Price satisfied by the Company on the Option Holder's behalf);
(b) where applicable, the Option Share is converted into, exchanged for, or replaced with securities (including without limitation shares of a different class, shares of a successor or holding company, depositary interests, depositary receipts or other instruments) representing an equivalent economic interest, in each case in accordance with the Company's articles of association and any restructuring, conversion or reorganisation arrangements implemented in connection with the IPO; and
(c) the Option Share (or, where applicable, the Listed Share) is delivered to the Option Holder in such manner as the Board reasonably determines, which may include delivery to a brokerage account in the Option Holder's name nominated by the Option Holder, or through a nominee, custodian, broker, registrar, depositary or other arrangement appointed for the purpose.
6.2 Once Option Shares (or Listed Shares) are delivered to the Option Holder (or to any nominee, custodian, broker or other person on the Option Holder's behalf), the Option Holder holds them on the terms applicable to shares of the relevant class generally and on the terms of any brokerage, custody or other arrangement under which they are held.
6.3 The Option Holder may deal in any Option Shares or Listed Shares delivered to them subject to any lock-up restrictions or other restrictions described in clause 9. The Option Holder undertakes to comply with any lock-up undertaking that is required to be given to the underwriters, sponsor, exchange or other person in connection with the IPO, on the same terms as such undertaking is given by other holders of Ordinary Shares or by retail holders of Listed Shares generally; the Option Holder authorises the Company to give such undertaking on the Option Holder's behalf.
6.4 Standard brokerage commissions and other transaction costs apply to any subsequent dealings instructed by the Option Holder.
6.5 Subject to clause 6.6, on completion of an Acquisition, each vested Option will be automatically exercised and settled by the Company, at the Board's election:
(a) by default, subject to applicable law and the Company's articles of association, and subject to the Company being able lawfully to make such payment having regard to its financial position, by a cash payment from the Company equal to the excess, if any, of the Acquisition Price over the Option Share Price (the Acquisition Payout); or
(b) by the issue or transfer of an Option Share to the Option Holder (or to any nominee, custodian or other person on the Option Holder's behalf) immediately before completion of the Acquisition (with the Option Share Price satisfied by the Company on the Option Holder's behalf as described in clause 6.1), with that Option Share participating in the Acquisition on the same basis as other shares of the same class, and the resulting consideration delivered to the Option Holder in accordance with the terms of the Acquisition; or
(c) in agreement with the buyer or relevant acquiring entity, by the cancellation of the Option in exchange for cash, securities of the buyer or the acquiring entity, a replacement option or other right to acquire securities of the buyer or the acquiring entity, or any combination of these, on a basis that, so far as reasonably practicable, preserves the economic effect of the Option as set out in these Rules. Any such cancellation or rollover will be on such terms as the Board reasonably determines, acting in good faith.
6.6 If a Liquidity Event has features of both an IPO and an Acquisition (for example, a SPAC transaction or an Acquisition immediately followed by a listing of the Acquirer), the Board will determine, acting reasonably and in good faith, whether Options are settled under clause 6.1, clause 6.5 or by a combination of those routes. The Board may also determine the method of exercise or settlement, including any alternative method to those described in clauses 6.1 and 6.5, acting reasonably and in good faith, having regard to the structure of the Liquidity Event, applicable law and regulation, tax and withholding requirements, the requirements of any exchange, buyer, sponsor, underwriter or regulator, the Company's articles of association, the rights of the relevant share class and administrative practicality for a potentially large number of customer Option Holders, provided that any alternative method shall, so far as reasonably practicable, preserve the economic effect of the Option as set out in these Rules.
6.7 The Acquisition Payout will be paid into the Option Holder's Account in pounds sterling (or, if any portion of the Acquisition Price is paid in non-cash consideration, in a form determined by the Board acting reasonably and on a basis equivalent to the treatment of holders of Ordinary Shares). The Company will use reasonable endeavours to make payment within 30 Business Days following completion of the Acquisition.
6.8 If any part of the consideration in an Acquisition is contingent, deferred, held in escrow, subject to earn-out, or otherwise not paid in full on completion, the corresponding part of any Acquisition Payout will be paid to the Option Holder when, and to the extent that, the corresponding amount is released to the holders of Ordinary Shares generally. The Board may withhold from any amount payable to the Option Holder an amount equivalent to any pro rata indemnity, warranty or other exposure borne by holders of Ordinary Shares generally in connection with the Acquisition.
6.9 If the Acquisition Price is equal to or less than the Option Share Price, the Options will have no value and will lapse on completion of the Acquisition.
6.10 The Company may make settlement of any Option conditional on the Option Holder completing any documentation that is reasonably necessary to give effect to the settlement, provided that the documentation is not materially more onerous than the documentation required from holders of shares of the same class generally, except where necessary for tax, regulatory, sanctions, financial crime, market conduct or administrative reasons. The Company will use its reasonable endeavours to design the settlement mechanism so as to minimise the documentary requirements imposed on Option Holders.
6.11 The Company may require an Option Holder to provide such information as is reasonably necessary to enable the settlement of an Option to be made, including updated identification, tax residence or bank account details.
6.12 For the purpose of giving effect to the settlement of an Option, the operation of the Company's articles of association in connection with a Liquidity Event, and any drag-along, compulsory transfer or similar mechanic under the articles or any shareholders' agreement, each Option Holder by accepting an Option irrevocably appoints the Company (acting by any director from time to time) to be the Option Holder's lawful attorney, by way of security under section 4 of the Powers of Attorney Act 1971 for the performance of the Option Holder's obligations under these Rules, to do all or any of the following acts in the Option Holder's name and on the Option Holder's behalf:
(a) execute any share transfer form, share transfer instrument, electronic transfer instruction or analogous document required to give effect to a drag-along, compulsory transfer or other transfer of Option Shares (or Listed Shares) under the Company's articles of association or any shareholders' agreement;
(b) execute any lock-up undertaking, orderly market undertaking, dealing restriction or similar undertaking that is required to be given to the underwriters, sponsor, exchange or other person in connection with an IPO; and
(c) execute any deed of adherence, shareholder agreement counterpart, joinder, or similar instrument required to be entered into in respect of any Option Shares or Listed Shares delivered to or for the Option Holder under clause 6.
6.13 The power of attorney in clause 6.12 is strictly limited to the matters specified in that clause. The Option Holder reserves the right to execute any such document themselves, in which case the Company shall not exercise the power of attorney in respect of that matter. The Company will give the Option Holder reasonable notice of its intention to exercise the power of attorney where it is practicable to do so.
6.14 The Option Holder acknowledges that the power of attorney in clause 6.12 is granted other than by deed and is effective in respect of documents required not to be executed as deeds. The Company will, where reasonably practicable, design the settlement process so that no document required to be executed by the Option Holder as a deed is required. Where any such document is unavoidable, the Company will provide a separate execution process for the Option Holder.
7 DISQUALIFICATION, SUSPENSION AND CANCELLATION
7.1 A Disqualification Event occurs if the Company reasonably determines that an Option Holder:
(a) was not eligible to participate in the relevant Programme;
(b) has breached these Rules, the Programme Terms or the Customer Terms;
(c) has provided false, incomplete or misleading information;
(d) has engaged in fraud, abuse, manipulation, duplicate-account creation, self-referral, synthetic, automated or bot activity, artificial activity, the use of VPNs or other tools to misrepresent identity, location or eligibility, the use of multiple identities, coordinated referral campaigns, household or related-party referrals designed to circumvent eligibility limits, or any other form of conduct designed to obtain a benefit under the Scheme to which the Option Holder would not otherwise be entitled;
(e) has used or attempted to use a referral link or Programme other than in accordance with the Programme Terms;
(f) has failed KYC, AML, sanctions, fraud or other onboarding or periodic checks;
(g) has closed their Account or terminated their customer relationship during any minimum account-holding period specified in the Programme Terms;
(h) is subject to legal, regulatory, sanctions, tax or other restrictions that prevent the Company from granting, exercising or settling Options;
(i) has engaged in conduct that the Company reasonably considers may cause regulatory, legal, financial crime, reputational or operational risk to the Company; or
(j) is otherwise disqualified under the relevant Programme Terms.
7.2 If a Disqualification Event occurs, the Company may, acting reasonably and proportionately:
(a) refuse to grant Options;
(b) suspend Options pending investigation;
(c) cancel unvested Options;
(d) cancel vested but unexercised Options where the Disqualification Event relates to fraud, abuse, illegality, sanctions, financial crime, market abuse or material breach;
(e) reduce the number of Options to the number that would have been granted had the correct facts been known; or
(f) delay exercise or settlement until the relevant issue is resolved.
7.3 The Company will not cancel vested Options for convenience after acceptance, except where cancellation is required by law, regulation, tax requirements, sanctions, financial crime controls, market rules, the terms of a Liquidity Event, or these Rules.
7.4 Where the Company proposes to cancel or reduce Options under this clause 7 in circumstances other than fraud, illegality, sanctions, financial crime or immediate regulatory necessity, the Company will notify the Option Holder of the proposed action and give the Option Holder a reasonable opportunity to make representations before the action takes effect.
8 LAPSE OF OPTIONS
8.1 Options expire automatically on the Expiry Date.
8.2 An Option will lapse automatically on the earliest of the following events:
(a) the Expiry Date;
(b) the Option Holder's Account ceasing to exist for any reason within the 12 month period beginning on the Date of Grant (other than as a result of a Good Faith Cessation);
(c) the failure by the Option Holder to accept the Option in accordance with clause 4;
(d) the Option being cancelled under clause 7;
(e) no Liquidity Event occurring before the Expiry Date;
(f) the Option Holder dying and the Option not being dealt with by the Option Holder's personal representatives within 12 months of death (or such longer period as the Board may allow);
(g) the Option Holder becoming subject to a legal restriction that prevents the Company from lawfully dealing with the Option;
(h) the Option Holder purporting to assign, transfer, charge or otherwise deal with the Option in breach of clause 3;
(i) the passing of an effective resolution, or the making of an order, for the winding-up of the Company (other than a solvent reconstruction);
(j) the Option being settled, cancelled or replaced in accordance with these Rules; or
(k) the Option Holder giving the Company notice that they wish to cancel their Option.
8.3 If an Option Holder dies, their Options will not automatically lapse on death but will be held by their personal representatives, who may give instructions to the Company in respect of them on production of a grant of probate or letters of administration (or equivalent in the relevant jurisdiction). On a Liquidity Event, the settlement provisions of clause 6 apply to the personal representatives as they would have applied to the Option Holder. If an Option Holder loses mental capacity or becomes bankrupt, their Options may be exercised on their behalf by a person with appropriate legal authority.
8.4 For the avoidance of doubt, the closure or cessation of the Option Holder's Account more than 12 months after the Date of Grant does not in itself cause the Option to lapse. The Option will continue to be held by the Option Holder on the terms of the Scheme.
8.5 On lapse, the Option Holder has no further right or claim in respect of the lapsed Option.
8.6 If, following a Liquidity Event, any cash payment, share entitlement or other consideration due to an Option Holder under clause 6 cannot be paid or delivered to the Option Holder because the Company has been unable, after taking reasonable steps, to make contact with the Option Holder or because the Option Holder has not provided the information reasonably necessary to enable payment or delivery to be made, the Company will hold the relevant amount or entitlement on trust for the Option Holder for a period of 12 years from the date on which payment or delivery first became due. No interest will accrue on any such amount.
8.7 On the expiry of that 12 year period, the Option Holder's right to receive the relevant amount or entitlement will be extinguished. The Company will then be entitled to apply the amount or entitlement either (a) for its own account, or (b) at the Board's discretion, by payment to a registered charity selected by the Board. The Board may, in its discretion, reinstate any extinguished entitlement on receiving evidence to its reasonable satisfaction that the relevant Option Holder is entitled to the amount or entitlement and is identifiable and contactable.
9.1 Any Option Shares (or Listed Shares) issued or transferred following settlement of an Option will be subject to:
(a) the Company's articles of association;
(b) any restrictions attaching to the relevant share class;
(c) any lock-up, orderly market, market abuse, insider dealing, dealing code or securities law restrictions;
(d) any terms required by an exchange, sponsor, underwriter, buyer, regulator or applicable law; and
(e) any shareholder or transaction documentation that applies generally to holders of shares of the same class or is reasonably necessary to implement the Liquidity Event.
9.2 If there is any variation in the Company's share capital or corporate structure, including a subdivision, consolidation, bonus issue, share split, share reclassification, reduction of capital, demerger, dividend in specie, reorganisation or other similar event, the Board may make such adjustment as it reasonably considers fair and proportionate to (a) the number of Options, (b) the Option Share Price, (c) the class or number of shares subject to Options, or (d) the method of settlement. Any adjustment must be intended, so far as reasonably practicable, to preserve the economic effect of the Options immediately before the relevant event and must not materially increase the aggregate economic entitlement of Option Holders.
9.3 Any adjustment under clause 9.2 will be made on a basis that ensures Option Shares can be issued credited as fully paid in compliance with section 580 of the Companies Act 2006. Where necessary, the Board will procure that the Company capitalises reserves to satisfy any shortfall between the adjusted Option Share Price and the nominal value of an Option Share.
9.4 The Company may replace Options with equivalent rights over shares or securities in another company where this is required or appropriate in connection with a reorganisation, IPO, Acquisition or similar transaction.
9.5 If, before a Liquidity Event, the Company is the subject of a scheme of arrangement under Part 26 of the Companies Act 2006, a demerger, a solvent reconstruction or any similar event that does not constitute a Liquidity Event, the Board will determine the treatment of Options, acting reasonably and on a basis consistent with the treatment of holders of Ordinary Shares generally.
10 TAX
10.1 The Option Holder is responsible for their own tax position in relation to the Options and any Option Shares or Listed Shares delivered in respect of them. The Company does not provide tax advice. Option Holders should obtain independent tax advice if they are unsure about the tax treatment that applies to them.
10.2 The Company intends that Options granted under the Scheme are granted in the Option Holder's capacity as a customer and not by reason of any employment, directorship, office, consultancy or other engagement with the Company or any Group Company. However, the tax treatment of any Option Holder will depend on their individual circumstances and applicable law from time to time. The Option Holder is responsible for determining, and accounting to the relevant tax authorities for, any tax liabilities that arise.
10.3 The Company may withhold, deduct, sell, retain or otherwise make arrangements for any amount that it is required by law to withhold or account for in connection with the Options, the Option Shares or any Listed Shares.
10.4 If any tax, withholding, reporting or similar obligation arises, the Company may delay exercise, settlement or payment until it has received the information, forms, confirmations or documentation reasonably required to comply with that obligation. The Option Holder agrees to provide the Company with such information about their tax status as may be requested from time to time to enable the Company to comply with its reporting obligations (including under the Common Reporting Standard, FATCA and any applicable digital asset reporting regime).
11 NO SHAREHOLDER RIGHTS BEFORE SETTLEMENT
11.1 Holding Options does not make the Option Holder a shareholder of the Company. Before settlement under clause 6, the Option Holder has no voting rights, no right to receive dividends or other distributions, no right to receive notice of or attend or vote at general meetings, no right of pre-emption, and no other right or interest of a shareholder of the Company. The Option Holder's only right against the Company before settlement is the contractual right described in these Rules.
12 CONFLICTS OF INTEREST
12.1 The Company is the grantor of the Options and is also the Option Holder's service provider in respect of the Option Holder's Account. The Company manages any conflict of interest arising in connection with the Scheme in accordance with its Conflicts of Interest Policy (available on the Company's website) and its obligations under the FCA Handbook from time to time, including (where applicable) the FCA's Consumer Duty.
12.2 Where Options are granted under a referral Programme, the referrer has a financial interest in introducing the referee to the Company. The Programme Terms require referrers to disclose this interest to referees, and referees should bear this in mind when assessing any introduction. The Company does not authorise any referrer to make representations about the Company, the Options or the Scheme beyond those communicated by the Company itself.
12.3 The grant of Options to an Option Holder is not designed to, and does not, impair the Company's duty to act honestly, fairly and professionally in accordance with the best interests of the Option Holder.
13 COMPLAINTS
13.1 If an Option Holder has a complaint about the Scheme or about any Option, they may complain to the Company in accordance with the Company's Complaints Policy (available on the Company's website). Where applicable under the Financial Ombudsman Service's jurisdictional rules, an Option Holder may also be able to refer a complaint to the Financial Ombudsman Service (the FOS). Information about the FOS, including its eligibility and jurisdictional criteria, is available at www.financial-ombudsman.org.uk.
14 FINANCIAL SERVICES COMPENSATION SCHEME
14.1 Options are not covered by the Financial Services Compensation Scheme (the FSCS). If the Company becomes insolvent before a Liquidity Event, the Option Holder may not be able to recover anything in respect of their Options. The position relating to the FSCS (and to the FCA's Client Assets Sourcebook) in respect of Option Shares or Listed Shares delivered on settlement depends on the Company's regulatory permissions and the custody arrangements in place at the relevant time. The Company will confirm the applicable position in disclosures published in connection with any Liquidity Event.
15 DATA PROTECTION
15.1 The Company (acting as controller) processes personal data about the Option Holder in connection with the operation of the Scheme in accordance with the UK General Data Protection Regulation, the Data Protection Act 2018 and the Company's Privacy Notice (available on the Company's website). The lawful bases on which the Company processes the Option Holder's personal data in connection with the Scheme are (a) performance of these Rules, (b) compliance with the Company's legal obligations, and (c) the Company's legitimate interests in operating the Scheme, preventing fraud, and managing its corporate affairs.
16 COMMUNICATIONS AND RECORDS
16.1 The Company may communicate with Option Holders about Options through the Investa application, the Company's website, email, push notification, in-account message or any other contact method provided by the Option Holder. The Option Holder must keep their contact details up to date. The Company is not responsible for loss arising from an Option Holder's failure to maintain accurate contact details.
16.2 The Company may maintain electronic records of eligibility, acceptance, allocation, vesting, cancellation, exercise and settlement. The Company's records will be the primary record of the position.
16.3 Subject to the Option Holder's statutory rights as a consumer and to the complaints and dispute resolution mechanisms in clauses 13 and 20, the decision of the Company (acting through the Board) on the application of these Rules to any matter will, in the absence of manifest error, stand unless and until set aside by a court of competent jurisdiction.
17 AMENDMENT OF THE SCHEME
17.1 Subject to clause 17.2, the Board may at any time amend or add to all or any of the provisions of these Rules or any Option, where it reasonably considers the amendment necessary or appropriate to:
(a) comply with law, regulation, tax requirements, sanctions, financial crime controls, market rules or regulatory guidance;
(b) correct a manifest error;
(c) clarify drafting or improve administration, provided the change is not materially adverse to Option Holders;
(d) prevent fraud, abuse, manipulation, duplicate-account activity or misuse;
(e) reflect changes required by an IPO, Acquisition, exchange, buyer, sponsor, underwriter, registrar, broker, nominee or regulator; or
(f) preserve, so far as reasonably practicable, the intended economic effect of the Options following a corporate action.
17.2 No amendment shall be made which materially and adversely affects the rights of Option Holders (whether individually or as a class) in respect of Options already granted, unless that amendment (a) is necessary to comply with applicable law or regulation (in which case the Company will use reasonable endeavours to minimise the impact on Option Holders), (b) is approved by Option Holders representing a simple majority of the Options affected, or (c) is to correct a manifest error.
17.3 The Company will give Option Holders reasonable notice of material changes unless advance notice is not practicable or would undermine fraud prevention, financial crime controls, market conduct controls, legal privilege, regulatory compliance or transaction confidentiality. The Board may also add new Programmes by adopting additional Programme Terms without affecting the rights of existing Option Holders.
18 TERMINATION, SUSPENSION AND CLOSURE OF A PROGRAMME
18.1 The Board may at any time suspend, withdraw, cancel, close or terminate the Scheme or any Programme. Such suspension, withdrawal, cancellation, closure or termination does not affect Options validly granted before the relevant action takes effect, which will continue to be governed by these Rules.
18.2 The cost of introducing and administering the Scheme is met by the Company.
19 LIMITATION OF LIABILITY
19.1 Nothing in these Rules excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any liability that cannot lawfully be excluded or limited.
19.2 Subject to clause 19.1, the Company is not liable for losses in connection with the Scheme, in particular (a) any loss arising from the absence of a Liquidity Event, (b) any fall in value of the Company, the Options, the Option Shares or any Listed Shares, (c) any tax liability of the Option Holder, (d) any loss caused by inaccurate or out-of-date contact details provided by the Option Holder, (e) any delay or failure caused by law, regulation, market rules, exchange requirements, sanctions, financial crime controls, a buyer, underwriter, sponsor, registrar, broker, custodian, nominee or other third party involved in a Liquidity Event, or (f) any indirect or consequential loss.
19.3 Nothing in this clause 19 affects the Option Holder's statutory rights as a consumer.
20 GOVERNING LAW AND JURISDICTION
20.1 These Rules, the Option Grant, the Options and any non-contractual obligations arising out of or in connection with any of them are governed by the laws of England and Wales.
20.2 Subject to clause 20.3, the courts of England and Wales have exclusive jurisdiction to settle any dispute (including non-contractual disputes or claims) arising out of or in connection with these Rules, the Option Grant or any Option.
20.3 Nothing in this clause 20 affects the Option Holder's statutory right as a consumer to bring proceedings in the courts of the part of the United Kingdom in which they are domiciled or, if domiciled outside the United Kingdom, in any jurisdiction in which they have statutory rights to do so.
21 THIRD PARTY RIGHTS
21.1 A person who is not a party to these Rules (or who is not the Company or an Option Holder) has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Rules. The consent of any third party is not required to amend or rescind these Rules.
Schedule 2
Programme Terms
Subject to the Rules, the number of Option Shares over which an Option is granted, and the Programme under which it is granted, will be as set out in the Option Holder's Grant Notice. The terms of the relevant Programme are as set out in the applicable Programme Terms published by the Company from time to time (and subject to amendment at the discretion of the Company).
The current Programmes under the Scheme are:
1. The Referral Programme — under which Options may be granted to existing customers who refer new customers to the Company, and to those new customers, in accordance with the Referral Programme Terms.
2. The Historical Activity Grant Programme — a one-off retrospective Programme designed to recognise the historical custom of early customers, in accordance with the Historical Activity Grant Programme Terms.