JD Sports Moda: LTIP Rules

JD Sports Fashion Plc’s long-term incentive plan for 2022

1. Awarding of prizes

Prizes awarded by Licensor

Subject to Rules 1.5, 1.6, 1.7 and 18.3, Licensor may from time to time award Awards to Eligible Employees.

Conditions of the Awards and limitations of the Directors’ Remuneration Policy

Subject to the Rules, Licensor will decide, in its sole discretion, whether or not Prizes will be awarded at any given time and, if so, to whom they will be awarded and the terms of such Prizes. When Awards are not awarded by the Board, the terms must be approved in advance by the Board.

Where the Company has a Directors’ Compensation Policy approved by the Company at the general meeting, the terms of an Award to be awarded to an eligible Employee who is a director of the Company must be within the scope of the Directors’ Compensation Policy. directors most recently approved by the Company in general assembly. Such terms may include, by way of example, but without limitation, any relevant individual limits in Rule 3 and any Performance Objective set forth in Rule 5.

Procedure for awarding Prizes and Awarding Date

The award will be granted by the Grantor by resolution. The Award Date will be the date the Grantor approves the resolution or any later date specified in the resolution and permitted by Rule 1.5. The granting of an Award will be evidenced by a deed executed by or on behalf of the Grantor.

An Award Certificate or Restricted Stock Agreement (as applicable) will be issued to each Award Holder as soon as reasonably possible after the award of the Award setting out the details of the Award determined in accordance with Rule 1.4 and , when applicable, Rule 1.12.

Terms and conditions established in the concession

The Grantor must, at the time of the concession, determine:

whether the Award comprises an Option, a Conditional Stock Award or Restricted Stock;

the Award Date;

the number of Shares in the Plan subject to the Award or the basis on which the number of Shares in the Plan will be calculated;

the Award Price (if any);

the date or dates on which the Award will ordinarily be granted and, if more than one date is specified, the number or proportion of Shares in the Plan subject to an Award that will ordinarily be granted on each of those dates;

whether or not dividend equivalents will be paid under Rule 8.9;

in the case of an Option, the Exercise Period;

any Performance Objectives and any conditions imposed under Rule 5.1;

any Holding Period (and the proportion of the Award to which it applies, if not 100 percent);

whether Rule 6 (Malus) and/or Rule 7 (Clawback) will apply to the Award;

any other conditions of the Prize; Y

when the Award includes Restricted Shares, the provisions that must be determined in accordance with Rule 1.12.

The Grantor may grant an Award in any number of tranches, when the terms (as mentioned in this Rule) are different. In these circumstances, the Rules will be construed as if each tranche were a separate Award.

When prizes can be awarded

Subject to Rule 1.6, Grantor may make Awards only during 42 days after:

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