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APPENDIX
 
Explanatory Note:

The draft rules of the GAN plc Share Option Plan 2017 will be available for inspection during normal business hours on Monday to Friday (excluding bank holidays) at our registered office from the date of this document until the close of the AGM and at the place of the AGM for at least 15 minutes before the AGM and during the AGM.

SUMMARY OF THE MAIN PROVISIONS OF THE GAN PLC SHARE OPTION PLAN 2017 (2017 SOP)

1.     Introduction

The 2017 SOP will be established to replace the Game Account Share Option Plan 2013 (2013 Plan) which was established by the Company on its admission to AIM. All of the options granted under the 2013 Plan are "underwater" (i.e. the exercise price per share under option is less than the current market value of each such share) and therefore it is felt that the plan no longer fulfils its original purpose to motivate, retain and incentivise employees. Accordingly, it is intended that existing optionholders under the 2013 Plan will be invited to surrender their options under that plan in return for being granted options under the 2017 SOP.  

2.     Governance and Eligibility

The 2017 SOP will be operated and administered by the board of directors (Board) of the Company, or a duly authorised committee (such as the remuneration committee).
The Board, taking into account advice from the chief executive officer of the Company regarding the selection of participants (excluding himself), will determine who may participate in the 2017 SOP (Participants) and this will extend to any employee (including an executive director) of the Company or any of the Company's subsidiaries.

3.     Terms of Options

Awards under the 2017 SOP will be in the form of options to acquire shares in the Company (Options). Such Options will be granted with an exercise price of not less than the market price of a share in the Company on the date of grant.

Such Options may be granted over newly issued shares, treasury shares or shares purchased in the market. No payment will be required from Participants either for the grant of Options or for the shares themselves.
Options will vest on the date(s) specified by the Board at the date of grant and will normally lapse on the date immediately before the tenth anniversary of the date of grant if they remain unexercised at that date.

Options under the 2017 SOP may only be granted within the period of 42 days following the approval of the 2017 SOP by the Company's shareholders, the announcement of the Company's interim or final results, or at any other time in exceptional circumstances.

4.     Performance conditions

Options may be subject to such performance conditions as the Board may specify on the date of grant.

5.     Leavers
If a Participant ceases to be a director or employee of a Group Company as a result of his gross misconduct (as determined by the Company), his Option shall lapse immediately and in full.

Subject to the satisfaction of any performance condition or other terms imposed on the grant of the applicable Options, if a Participant ceases to be a director or employee of a Group Company for any reason other than gross misconduct (as determined by the Company) or death then the Participant's Option shall: (a) to the extent it is not already vested, lapse; and (b) to the extent that it is already vested, remain exercisable for a period of three months from the date of cessation and shall lapse at the end of such three month period (subject to the Board's discretion to extend that period).

Subject to the satisfaction of any performance condition or other terms imposed on the grant of the applicable Option, if a Participant dies, the Participant's Option shall vest in full and shall be exercisable by his personal representatives for a period of 12 months from his date of death.

6.     Corporate events

In the event of a change of control of the Company (other than an internal reorganisation), all Options will vest subject to the satisfaction of any performance condition or other terms imposed on the grant of the applicable Option.

7.     Limits on the issue of shares

The number of shares which can be issued under the 2017 SOP (together with any other employees' share schemes established by the Company) will be restricted by a limit of 10% of the Company's issued share capital in any ten year period. For the purposes of this limit, options granted before Admission, options which have lapsed and options satisfied from an employee benefit trust or other transferor will be excluded.

8.     Non-transferability of Options

Each Option is personal to the Participant and accordingly, Participants may not transfer, assign, charge or otherwise dispose of their Options.

9.     Rights attaching to shares

All shares issued or transferred under the 2017 SOP will rank pari passu with all other shares of the Company for the time being in issue (save as regards any rights attaching to such shares by reference to a record date prior to the date of issue or transfer to the Participant).

10.  Variation of capital

In the event of any variation of the share capital of the Company, the Board may make such adjustment as it considers appropriate to the number of shares subject to an Option and/or the price payable on the exercise of Options.

11.  Amendments to the 2017 SOP

The Board may amend the provisions of the 2017 SOP in any respect provided that the prior approval of shareholders in general meeting must be obtained for any amendment to the dilution limit summarised in paragraph 7 above.

In particular, the Board may amend the 2017 SOP to obtain tax favourable treatment for Participants in relation to their Options (including, but not limited to, amending the 2017 SOP to comply with the provisions of the "Enterprise Management Incentive" legislation).

12.  Termination

The 2017 SOP will terminate on the tenth anniversary of its adoption, or such earlier time as the Board may determine but the rights of existing participants will not be affected by such termination. In the event of termination, no further Options will be granted.

13.  Benefits not pensionable

Options under the 2017 SOP are non-pensionable.