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1 your share incentive plan 1

2 Contents What is Match?... 4 Match... 4 How do I get shares under Match?... 5 Shares you buy: Partnership Shares... 5 Shares given to you by Matchtech Group: Match Shares... 7 Dividends paid on plan shares: Dividend Shares... 8 What happens to my shares? How long must the shares be held in the plan? What happens if I leave the Group? Getting shares tax free Income Tax on shares held for less than 5 years in the plan Capital Gains Tax Joining Match Deciding to take part Do I want to take part? How much do I want to contribute?... 16

3 Do I want to contribute by making monthly payments or a lump sum payment? So how does buying from your pre-tax salary work? Making monthly contributions Making an annual lump sum payment Signing up and buying shares Stopping monthly contributions temporarily Restarting your contributions after a temporary stop Withdrawing from Match permanently Leaving the Group Online information Frequently asked questions? Detailed tax information Explanation of terms Further help

4 What is Match? Match is a Share Incentive Plan (SIP) that gives you the opportunity to buy shares in Matchtech Group plc out of your pre-tax salary. As an added extra, for every share you buy The Group will (subject to the rules of the plan) match it and give you one Match Share for free! Match is a HMRC approved plan and is available to all employees who want to participate. The plan is managed by Computershare. Their contact details can be found on the back cover of this booklet. Match We want to give you the opportunity to buy shares in Matchtech Group plc and to benefit immediately from being a shareholder. By participating in Match you are able to buy your shares in Matchtech Group plc out of pre-tax salary, so you get more for your money than you would if you were to buy shares on the open market. In addition any shares you keep in the plan for 5 years or more will be completely tax free! Details of how the plan works and what you need to do to join are set out in this booklet. 4

5 Click here to log in to Computershare >> How do I get shares under Match? Under the plan you will buy shares and Matchtech Group will buy shares for you. Any Dividends you receive on those shares are used to buy additional shares for you. Slightly different rules apply depending on whether the shares were bought by you, by Matchtech Group, or from reinvested Dividends (as described overleaf) and so you will notice that the shares are given a name depending on how they were acquired. The shares you purchase are called Partnership Shares. The shares Matchtech Group buys for you are called Match Shares. The shares bought with Dividends are called Dividend Shares. However, you should be clear that all the shares you get in the plan are ordinary shares in Matchtech Group plc. Shares you buy: Partnership Shares The Group arranges for you to buy shares with money you contribute from your pre-tax salary. This means that money you would normally have to pay to the taxman can be spent on shares. Effectively you can get a tax break for participating in the plan and more shares for your money! 5

6 These shares are referred to as Partnership Shares. You can buy a maximum of 1,800 worth of shares each tax year (provided that this is not more than 10% of your annual salary in the relevant tax year). You can contribute to the plan in one of three ways: monthly deductions from your salary, the maximum monthly deduction being 150; or one annual lump sum payment out of your pre-tax salary, the maximum deduction being 1,800; or a combination of lump sums totalling no more than 1,800 in a single tax year. The shares are bought on your behalf by Matchtech Group s brokers. If you decide to make monthly contributions, the number of shares you buy each month will be based on the amount of your monthly contribution and the share price at which the shares are bought. 6

7 Click here to log in to Computershare >> You can only buy whole shares, so any money left over will be carried forward to the next month s purchase. For example, if you decide that you want to spend 100 per month and at the end of November when the shares are bought the share price is listed on the Alternative Investment Market as 6.00, you will be able to buy 16 shares. If the share price at the end of December is 6.50, you would be able to buy 15 shares. If you decide to make an annual lump sum payment of 1,800 out of your pretax salary each year and when the shares are bought the share price is 6.00, the brokers will be able to buy 300 shares for you. You own your Partnership Shares from day one and they are held in the Trust on your behalf. See What happens to my shares? on page 10 of this booklet. Shares given to you by Matchtech Group: Match Shares Matchtech Group will reward your investment so that you get more shares for your money. In the same month that you purchase Partnership Shares, The Group will award you one free share for every share that you have bought yourself. These shares are known as Match Shares and are linked to your Partnership Shares. You will get the Match Shares at the end of a 3 year Holding Period which runs from the date you bought the linked Partnership Shares, provided: 7

8 you remain employed in the Group until the end of the 3 year Holding Period; and the linked Partnership Shares stay in the plan at least 3 years from the date they are bought, i.e. until the end of the Holding Period. For example, you purchase 100 Partnership Shares on 29th November 2013, you will be awarded 100 Match Shares. The 3 year Holding Period for these Match Shares will start on the 29th November 2013 and expire on 29th November In the same way, if you buy shares on 31st December 2013 the Holding Period for the corresponding Match Shares will expire on 31st December This means that: if you leave the Group any of your Match Shares which have been held in the plan for less than 3 years will be forfeited, unless you are what is known as a Good Leaver (see What happens if I leave the Group? on page 12 of this booklet); if you sell the linked Partnership Shares within 3 years from the date you bought them, the corresponding Match Shares will be forfeited (see What happens to my shares? on page 10 of this booklet). 8

9 Click here to log in to Computershare >> Dividends paid on plan shares: Dividend Shares If Matchtech Group awards Dividends to its shareholders, you will receive a Dividend on each of the shares that you already hold in the plan. Matchtech Group will arrange for this money to be used to buy extra shares for you. These shares are called Dividend Shares. Dividend Shares must be held in the plan for a Holding Period of 3 years. However, if you leave the Group before the end of the Holding Period, your Dividend Shares will be removed from the plan and transferred to you. You may have to pay tax in respect of these shares. Please see Detailed tax information on pages 32 to 35 of this booklet. The next time Matchtech Group pays Dividends, you will also receive a Dividend on each of your Dividend Shares! 9

10 What happens to my shares? All shares you get through Match are held in the plan on your behalf in a Trust, which means you will not automatically receive a share certificate. The shares in Match have to be held in a Trust so that the tax man is satisfied that the plan is operating correctly and so that you can take advantage of the tax savings that are available. You will be able to see how many shares have been bought, for what price, and how many you hold in the plan by logging on to the computershare website. You will also receive a summary statement with this information twice a year. For further details on your individual online account, please see page 26 of this booklet. The value of your shares on any day is based on the share price quoted on the Alternative Investment Market. How long must the shares be held in the plan? Provided that you remain employed within the Group, you can keep your shares in the plan for as long as you like. If you want to sell your shares or perhaps take them out of the plan and transfer them to a family member, you need to be aware of the terms that apply to the shares. These are set out in the table opposite. When you decide to sell your shares or take them out of the plan you should also consider the tax implications. Please see the section on Detailed tax information on pages 32 to 35 of this booklet. 10

11 Click here to log in to Computershare >> Can I access my shares? Type of Shares Shares held for less than 3 years Shares held for 3 years or more Partnership Shares Yes, but if shares are taken out now you will forfeit the linked Match Shares. Yes Match Shares No, as the 3 year Holding Period applies. Because the Match Shares are linked to the shares you buy, if you take the Partnership Shares out you will lose the linked Match Shares. Yes Dividend Shares No, as the 3 year Holding Period applies. Yes You will be subject to company restrictions on employee share dealings, where by during close periods you are not permitted to sell your shares. If you wish to sell your shares you can model your shares online at the Computershare website to view which shares can be sold. 11

12 What happens if I leave the Group? If you leave the Group you have to take your shares out of the plan. When you leave, you will take the shares you bought (Partnership Shares) and any shares bought from reinvested Dividends (Dividend Shares) out of the plan. However, any of your Match Shares that have been held in the plan for less than 3 years and are still subject to a Holding Period will be forfeited unless you leave in special circumstances. Special circumstances would be if you leave the Group for the following reasons: injury disability redundancy TUPE transfer (a sale of part of the business) sale of the subsidiary by which you are employed retirement death If you leave under any of these circumstances you are considered by HMRC to be a Good Leaver. 12

13 Click here to log in to Computershare >> If you leave for any other reason you may have to pay tax on the shares that you remove from the plan. For further details on how shares are taxed, please see Detailed tax information on pages 32 to 35 of this booklet. Any money that has been deducted from your salary but not yet used to purchase Partnership Shares will be returned to you as soon as possible. Income Tax and National Insurance will have to be paid on this money. 13

14 Getting shares tax free The money that you contribute to the plan is deducted from your pre-tax salary and you do not have to pay tax on shares when you or Matchtech Group buys them or whilst they are held in the plan on your behalf. Another advantage of the SIP is that if you keep your shares in the plan for 5 years you will get them totally TAX FREE! (Subject to the criteria below). For example, if you bought shares on 29th November 2013, the Partnership Shares and the corresponding Match Shares could be taken out of the plan tax free from 29th November 2018 onwards. Shares bought on 31st December 2013 and the corresponding Match Shares could be taken out of the plan tax free from 31st December 2018 onwards. Income Tax on shares held for less than 5 years in the plan If the shares have been held in the plan for less than 5 years you will normally have to pay Income Tax and National Insurance Contributions when you take them out of the plan. You will pay different amounts of tax depending on whether the shares have been held in the plan for less than 3 years or between 3 and 5 years. The longer you hold the shares in the plan, the better the tax position. Remember, if you are a Good Leaver there will be no tax to pay even if the shares have not been held in the plan for 5 years. For more information see the section on Detailed tax information on pages 32 to 35 of this booklet. 14

15 Click here to log in to Computershare >> Capital Gains Tax There is one other type of tax you may have to pay. Capital Gains Tax ( CGT ) may be due on any money you make on the disposal of your shares after you take them out of the plan. As long as your shares remain in the plan, you will not have to pay CGT in respect of any increase in their value. So, another benefit of the plan is that if you leave your shares in the plan until you want to sell them, you will not have to pay any CGT. However, if, for example, you leave the Group, take your shares out of the plan and sell them a year later, you will have to pay CGT on any gain you make as a result of the shares having increased in value in the intervening year (subject to certain exemptions and reliefs). For further details on CGT please see Detailed tax information on pages 32 to 35 of this booklet. 15

16 Joining Match Deciding to take part To participate in Match you must: Decide if you want to join Match Decide how much you can afford to contribute by way of making (a) Payments on a monthly basis; (b) A single lump sum payment of 1,800; or (c) An amount between 150 and 1,800 Do I want to take part? Before you make a decision it is important to remember that, as with any investment, there is an element of risk and that Matchtech Group s share price can go down as well as up. The value of the shares you hold in the plan is based on The Group s share price as quoted on the Alternative Investment Market so the better Matchtech Group does, the better you will do. How much do I want to contribute? Once you have decided that you would like to join Match, you need to work out how much money you would like to contribute. Contributions will be made from your pre-tax salary. 16

17 Click here to log in to Computershare >> Subject to the limits set out in the table below you can decide to contribute in one of the following ways: (a) By making monthly contributions; or (b) By making a single lump sum payment each year. (c) By making a combination of lump sum payments totalling no more than 1,800 in a tax year. You can change the way you make contributions on any number of occasions subject to the limits of the plan. The amount of money that you can contribute to the plan is subject to limits set by the Revenue. Per Month Per year Maximum Contribution 150* 1,800 or 10% basic salary if less** Minimum Contribution *The sum of your monthly contributions must not amount to more than 1,800 or 10% of your basic salary in the tax year if less. **Any annual lump sum payment cannot be greater than 1,800 or 10% of your basic salary in the tax year if less. 17

18 Do I want to contribute by making monthly payments or a lump sum payment? If you choose to make a lump sum contribution your Partnership Shares will be bought and any corresponding Match Shares awarded on the same day. If you choose to make monthly contributions, your Partnership Shares will be bought on 12 separate occasions throughout the plan year. If you choose to make a lump sum payment, you must earn more than that amount (basic salary only) in the relevant monthly salary in each year that you make a lump sum payment. In addition, you must ensure that after any lump sum deduction has been made you have a sufficient amount of salary remaining to cover any pension contribution that you make from your salary. Also, please ensure that you have sufficient funds in your bank account to cover all standing orders and living expenses until you get paid again in the following month. See examples under the following section So how does buying from pre-tax salary work? So how does buying from your pre-tax salary work? Money used to buy shares is deducted from your pre-tax salary. In other words some of the money normally paid to the tax man can be spent on buying shares. 18

19 Click here to log in to Computershare >> Making monthly contributions If you look at the example payslips on the next page you will see the difference between using 50 of salary earned (gross salary) to buy shares on the open market and 50 of salary earned to buy shares through the plan. The examples are for illustrative purposes only and do not use specific individual tax codes. If you decide to buy shares on the open market, you will be using money from your net salary, i.e. from the money you receive after tax of has been deducted. Therefore, only out of the original 50 is available to buy shares after tax has been deducted. However, if shares are bought through the plan, an additional which would normally have gone to pay tax may be used to purchase your shares. 19

20 Example Payslips Buying shares on the open market J.BROWN PAYSLIP PAYMENTS GROSS SALARY ( 1000) (LESS ) NET SALARY 680 NET SALARY 646 (After share purchase) DEDUCTIONS / EXPENDITURE Tax & NI 320 Salary invested in shares 34 On open market shares are bought from net salary Value of shares bought Buying shares through the plan J.BROWN PAYSLIP PAYMENTS GROSS SALARY ( 1000) (LESS ) DEDUCTIONS / EXPENDITURE Buy shares 50 Tax & NI = NET SALARY 646 (After share purchase) Assumptions: Income Tax at the basic rate of 20% Employee s National Insurance at a rate of 12% Partnership Shares bought from gross (pre-tax) salary Money available to buy shares

21 Click here to log in to Computershare >> As you can see from the example on the previous page, if you decide to buy shares through the plan the full 50 can be used to buy shares as it is taken from your gross salary, i.e. before tax has been deducted. Based on the same examples, the table below illustrates how this translates into being able to buy more shares for your money through the plan. For illustration purposes only, a share price of 6.00 has been used. Please note that the number of shares you can purchase will depend on the price of the Matchtech Group shares at the time of purchase and this may be more or less than Buying shares on open market Investment Tax & NI Money available to buy (from net salary) No. of shares at Buying shares through the plan Investment Tax & NI 0.00 Money available to buy (from net salary) No. of shares at Based on the example on page 20, this is an illustration of the proportion of the total tax deducted ( 320) which relates to 50 of gross salary. 21

22 Making an annual lump sum payment If you look at the example payslip below you will see the impact on your Net Pay if you buy 1,800 of shares through the plan by making a lump sum payment. This example is for illustrative purposes only and does not use specific individual tax codes. As you can see, a much smaller amount of Net Pay is available to you in the month in which the lump sum is deducted than would normally be the case. If you make monthly contributions to a pension scheme, please ensure that you have sufficient salary in the relevant month to satisfy such deductions after any lump sum deduction is made. Also, you must ensure that you have sufficient funds in your bank account in that month to meet all your financial obligations. J.BROWN PAYSLIP PAYMENTS GROSS SALARY 3000 DEDUCTIONS / EXPENDITURE Tax & NI 117 Invest Shares 1,800 NET SALARY 1,083 No. of shares at 6.00 Partnership shares 300 Match shares 300 An annual lump sum payment cannot be more than 10% of your basic salary. 22

23 Click here to log in to Computershare >> Signing up and buying shares If you want to join Match, you can apply online at the computershare website. You need to enter your User ID, which is included with the welcome pack Computershare send you shortly after joining the company, and your PIN to log in. Then click on the apply link to join. You are then taken through the application process. All other forms and documentation can be accessed online in the Company Info section. By completing your application you give us permission to deduct an amount of money (which you determine) from your pre-tax salary. This money is then put into a central bank account. This account does not earn any interest so the company does not benefit from holding your money in the Trust bank account. When they receive your completed application Computershare Plan Managers will instruct a broker to purchase shares on your behalf. Matchtech Group will pay all the commission charges incurred during the purchase. This means that the money you contribute to Match will ONLY be used for buying shares and not to pay any commissions or fees. Stopping monthly contributions temporarily Once you are a member of Match, deductions will be made from your salary on either a monthly or annual basis in each year the plan operates. If you want to stop your deductions for a month or more, you just need to go online at the computershare website and change your contribution amount. 23

24 Once the instruction is received, your payroll department will be instructed not to include you in the monthly deductions. There is no limit to how long you can be on a payment holiday and, as you are still a member of Match, you will continue to receive statements and correspondence as though you were actively contributing. Restarting your contributions after a temporary stop If you have been on a payment holiday and are ready to start contributing to Match again, you need to go online and change your contribution amount. Once the change has been received, your payroll department will be instructed to include you in the monthly deductions. If you wish to make up any missed deductions you can set up a lump sum deduction in addition to any monthly deductions, subject to the 1,800 annual limit. Withdrawing from Match permanently If you wish to leave Match permanently and withdraw all of your shares from the plan, you will need to complete a Withdraw from Plan form and send it to Computershare. Once the form is received, your payroll department will be instructed not to include you in future deductions. Computershare will then contact 24

25 Click here to log in to Computershare >> you direct with details of any tax to pay and any Match Shares that will be lost if they have been held in the plan for less than 3 years. Any money that has been deducted from your salary but not yet used to purchase Partnership Shares will be returned to you as soon as possible. Income Tax and National Insurance will have to be paid on this money. Leaving the Group If you leave the Group, your shares must be removed from the plan. When you leave the Group, Matchtech Group will inform Computershare that you are no longer an employee. Computershare will then contact you to ask you what you would like to do with your shares. You can either: Sell them and have the money sent to you; or Have them transferred into your name. 25

26 Online information Computershare s Plan Members website is an online site that lets you see how many shares you have bought, how many shares Matchtech Group has given you and what cash, if any, is still being held on your behalf to buy shares. You can also sell your shares, view Plan Documentation and any other plan information. When you are eligible to join up to Match, you will be sent details of your User ID and PIN so that you can apply to join the plan and view your details online. In addition, all forms and documentation relating to the plan can be accessed online at the Computershare website. 26

27 Click here to log in to Computershare >> Frequently asked questions? What is in it for Matchtech Group? The purpose of Match is to enable employees to buy shares in Matchtech Group plc on more favourable terms than would be the case on the open market, rather than to financially benefit the company. Matchtech Group wants you to share in its success. By joining the plan, your interests will be aligned with shareholders and if they benefit from their shareholding, you do too. Do I own the shares I purchase (PartnershipShares)? Yes. These shares are held in Trust for you. You are entitled to Dividends and voting rights in respect of these shares. Do I own the shares that are given to me (Match Shares)? You will only become entitled to these shares after they have been held in the plan for the 3 year Holding Period. If you dispose of Partnership Shares within the 3 year Holding Period, you will forfeit the linked Match Shares unless you are a Good Leaver. 27

28 Can I sell my Partnership Shares at any time I choose? You cannot sell any shares during a close-period the period between the end of the financial year or half year and the publication of the results for each period. You can sell Partnership Shares at any other time, but you might forfeit some of your Match Shares (see the section on How long must the shares be held in the plan? on page 10 of this booklet). Are all my shares really tax free after 5 years? Yes, but you need to remember that the 5 year period starts from the date when each batch of shares is bought or awarded rather than the date on which you join the plan. Do I have to take my shares out of the plan after 5 years? No, you can keep your shares in the plan for as long as you like, provided that you are still employed within the Group. 28

29 Click here to log in to Computershare >> If I have a tax liability when I leave or withdraw my shares, how do I pay it? When you sell or transfer some or all of your shares, you may be required to pay tax. If you are, there are a number of ways in which this tax bill can be settled: If you are still employed within the Group you can sell the shares and deduct any tax liability arising from the sale proceeds. The sale proceeds (net of tax) will then be paid to you through payroll and The Group will forward your tax payment to HMRC; or You can sell a sufficient number of your shares to cover any tax liability arising in respect of the shares and then have the balance of your shares transferred to you. What happens if I transfer to another company in the Group? Provided that you are still a UK tax payer you will be able to continue participating in Match. If you leave the Group you will have to stop participating and take your shares out of the plan. 29

30 What happens if I am on maternity leave or longterm sick leave? You can continue to contribute to the plan providing that you are still being paid by a Group company. Your contributions may have to be reduced if you are receiving less money as you cannot contribute more than 10% of your salary. What do I do if I want to take some shares out of the plan? You should contact Computershare using the contact details shown on the back cover or as shown on the Computershare employee website. Computershare will then make sure that you understand the implication of any sale or transfer of shares. They will explain the process and what you need to do and will send you any forms that you need to complete. When are employees eligible to join Match? All full and part-time UK employees can join the plan at any time during the plan year. When you join the Group, you will receive an invitation pack with all the details you need to join. If you do not receive a pack, you should contact Computershare using the contact details shown on the back cover of this booklet. 30

31 Click here to log in to Computershare >> Can I change my contributions when I like? Yes, simply go to the contributions section on your My Holdings page on the Computershare Employee Plan member s website and select the change option. You can stop or change your monthly contribution and also make a lump sum contribution from this page. What happens if the Group Company I work for is sold? You will have to sell or transfer all of your shares out of the plan. In these circumstances you will be treated as a Good Leaver and so will get your shares tax free and will not lose your Match Shares. 31

32 Detailed tax information The following tables set out the various tax consequences of taking shares out of the plan. Shares you purchase: Partnership Shares When you buy them, and whilst they are in the plan, you do not pay tax on your Partnership Shares. You may have to pay tax when you take your shares out of the plan. The way that Partnership Shares are taxed depends on how long you have had them when you take them out of the plan. How long you keep your shares in the plan Less than 3 years Taxation Income Tax and National Insurance is payable on the market value of your Partnership Shares when they are taken out of the plan. Income Tax and National Insurance is payable on the lower of: 3 5 years The amount you initially paid for your Partnership Shares; and The market value of your Partnership Shares when they are taken out of the plan More than 5 years No Income Tax or National Insurance 32

33 Click here to log in to Computershare >> Shares the company buys: Match Shares You will not pay tax on your Match Shares when they are given to you (i.e. when you purchase the linked Partnership Shares) and whilst they are in the plan. You may have to pay tax when you take your shares out of the plan. How long you keep your shares in the plan Less than 3 years Taxation You can only get your Match Shares in this period if HMRC considers you to be a Good Leaver. In these cases, no Income Tax or National Insurance is payable. Income Tax and National Insurance is payable on the lower of: 3 5 years The market value of your Match Shares when they were awarded to you; and The market value of your Match Shares when they are taken out of the plan. More than 5 years No Income Tax or National Insurance 33

34 Dividends paid on plan shares: Dividend Shares No tax is payable on your Dividend Shares when they are given to you and whilst they remain in the plan. How long you keep your shares in the plan Less than 3 years Taxation You can only take your Dividend Shares out of the plan in this period if you leave the company. When you leave the plan, you will be issued with a Dividend Tax Voucher. You will need to declare the information provided on the voucher in your tax return. Basic rate taxpayers will have no more tax to pay unless the amount chargeable to tax takes them into the higher rate band. However, if you leave under special circumstances that the Revenue would consider you a Good Leaver, no Income Tax is payable. More than 3 years No Income Tax is payable. 34

35 Click here to log in to Computershare >> Capital Gains Tax (applies to all plan shares) For as long as your shares remain in the plan, you will not have to pay Capital Gains Tax ( CGT ). If you take your shares out of the plan and sell them immediately, you will not have to pay any CGT. However, if you choose to have the shares transferred to you and do not sell them immediately, you may have to pay CGT when you subsequently dispose of them. You will be subject to CGT on any increase in value arising between the date the shares are transferred out of the plan and the date on which you dispose of them. CGT is reported to HMRC and paid through self-assessment. Important Note: The information on tax in this booklet is based on current tax legislation at the time of printing this booklet (May 2014). This may change so, if you want to take shares out of the plan you should always check the tax position at that time. Matchtech Group cannot, however, give you advice on your personal tax circumstances. 35

36 Explanation of terms Partnership Shares Shares bought with money deducted from your pre-tax salary. Dividends A cash payment made by Matchtech Group to each shareholder. Dividend Shares Shares bought on your behalf with money from Dividends awarded by Matchtech Group on your plan shares. Good Leaver If you leave under certain special circumstances you may be considered by HMRC to be a Good Leaver. These special circumstances would be if you leave the Group because of injury, disability, redundancy, TUPE transfer (a sale of part of the business), sale of the subsidiary by which you are employed, retirement or death. Group Matchtech Group plc and any of its subsidiary companies who are participating in the plan. 36

37 Click here to log in to Computershare >> Holding Period The minimum length of time that certain types of share have to be held before they can be withdrawn from the plan. Payment Holiday A temporary break from making contributions to Match. Match Shares Shares allocated to you on the basis of how many Partnership Shares you have bought. Share Purchase Agreement The agreement between you and Matchtech Group which sets out how your Partnership Shares will be bought. Trust A Trust is an entity which holds shares on your behalf. Match shares are held in a Trust so that you can take advantage of any tax savings that are available. 37

38 Further help If you still have questions about the Matchtech Group plc Match plan, please feel free to contact Computershare who will be able to help you. By Phone: By Fax: By By Post: Computershare Plan Managers, The Pavillions, Bridgwater Road, Bristol, BS99 6AP Important Note: This booklet is a summary of the rules of the Matchtech Group plc Share Incentive Plan. The rules shall have precedence over this booklet. Neither the company nor Computershare can provide financial or tax advice. As with any investment, it is important to note that the share price can go down as well as up. If you require any advice or information in relation to your participation in Match, you should consult an independent financial advisor. https://www-uk.computershare.com/employee/login/ CompanyIntroduction.aspx?lang=en&issuerid=SCUKMTE&cc=UK 38

39 Click here to log in to Computershare >> Notes 39

40 40

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