Common use of Headcount Clause in Contracts

Headcount. The B▇▇▇▇ Board recognises that in order to achieve the expected benefits of the Acquisition, operational and administrative restructuring will be required following completion of the Acquisition. The steps for such a restructuring are not yet known, but it is anticipated that headcount reductions would total less than 0.5% across the Combined Group (including in particular from functional support areas such as those currently supporting RPC’s status as a public listed company and a limited number of roles at RPC’s facilities). B▇▇▇▇ will aim to retain the best talent across the Combined Group. The finalisation and implementation of any restructuring, integration and workforce reductions will be subject to detailed and comprehensive planning as part of the evaluation to be undertaken in the 12 months after the Effective Date, and would be subject to appropriate engagement with stakeholders, including affected employees and any appropriate employee representative bodies in accordance with the legal obligations of the Combined Group. B▇▇▇▇ would commence this engagement process long enough before any final decision is taken to implement any job reductions so as to ensure that relevant legal obligations are complied with. Where opportunities arise as part of an open recruitment exercise, B▇▇▇▇ would look to encourage affected employees to apply for alternative positions within the Combined Group and prioritise, to the extent possible, their applications. In addition, B▇▇▇▇ has agreed with RPC in the Co-operation Agreement certain arrangements in respect of (a) bonus determinations for management and employees of the RPC Group, (b) the treatment of outstanding options and awards over RPC Shares under the RPC Share Plans, and (c) the provision to RPC Group employees whose employment is terminated (other than for gross misconduct) within 12 months after the Effective Date of termination benefits no less favourable than those to which they would have been entitled, or which were provided for under an RPC policy applicable to such employee, immediately prior to the Announcement. The Combined Group’s headquarters will be located at B▇▇▇▇’▇ head office in Evansville, Indiana, USA, while RPC’s head office is intended to continue to be based in Northamptonshire, England (with those members of RPC’s senior management who are not based in Northamptonshire, England continuing to be based in their current locations). B▇▇▇▇ does not envisage any material change to the Combined Group’s other locations of business, or any need to redeploy any of the RPC Group’s fixed assets, as a result of the Acquisition.

Headcount. The B▇▇▇▇▇ Board recognises that in order to achieve the expected benefits of the Acquisition, operational and administrative restructuring will be required following completion of the Acquisition. The steps for such a restructuring are not yet known, but it is anticipated that headcount reductions would total less than 0.5% across the Combined Group (including in particular from functional support areas such as those currently supporting RPC’s status as a public listed company and a limited number of roles at RPC’s facilities). B▇▇▇▇▇ will aim to retain the best talent across the Combined Group. The finalisation and implementation of any restructuring, integration and workforce reductions will be subject to detailed and comprehensive planning as part of the evaluation to be undertaken in the 12 months after the Effective Date, and would be subject to appropriate engagement with stakeholders, including affected employees and any appropriate employee representative bodies in accordance with the legal obligations of the Combined Group. B▇▇▇▇▇ would commence this engagement process long enough before any final decision is taken to implement any job reductions so as to ensure that relevant legal obligations are complied with. Where opportunities arise as part of an open recruitment exercise, B▇▇▇▇▇ would look to encourage affected employees to apply for alternative positions within the Combined Group and prioritise, to the extent possible, their applications. In addition, B▇▇▇▇▇ has agreed with RPC in the Co-operation Agreement certain arrangements in respect of (a) bonus determinations for management and employees of the RPC Group, (b) the treatment of outstanding options and awards over RPC Shares under the RPC Share Plans, and (c) the provision to RPC Group employees whose employment is terminated (other than for gross misconduct) within 12 months after the Effective Date of termination benefits no less favourable than those to which they would have been entitled, or which were provided for under an RPC policy applicable to such employee, immediately prior to the Announcement. The Combined Group’s headquarters will be located at B▇▇▇▇’▇ head office in Evansville, Indiana, USA, while RPC’s head office is intended to continue to be based in Northamptonshire, England (with those members of RPC’s senior management who are not based in Northamptonshire, England continuing to be based in their current locations). B▇▇▇▇ does not envisage any material change to the Combined Group’s other locations of business, or any need to redeploy any of the RPC Group’s fixed assets, as a result of the Acquisition.