Breedon : Rules of the Breedon Group Deferred Share Bonus Plan

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Breedon Group plc

BREEDON GROUP DEFERRED SHARE BONUS PLAN

Approved by the Board at its Meeting on 5 March 2024 conditional on approval by

shareholders

Approved by shareholders of the Company on [24 April 2024]

The Plan is a discretionary benefit offered by Breedon Group plc for the benefit of its employees. Its main purpose is to increase the interest of the employees in the Company's long term business goals and through share ownership.

Shares purchased or received under the Plan, any cash received under the Plan and any gains obtained under the Plan are not part of salary for any purpose (except to any extent required by statute).

The remuneration committee of the Board of Breedon Group plc shall have the right to decide, in its sole discretion, whether or not further awards will be granted in the future and to which employees those awards will be granted.

The detailed rules of the Plan are set out overleaf.

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1. DEFINITIONS AND INTERPRETATION

1.1 In the Plan, unless the context otherwise requires:

"Adoption Date" means the date on which the Plan is approved by shareholders of the Company and adopted by a resolution of the Board;

"Annual Bonus Plan" means the Breedon Annual Bonus Plan or any other bonus scheme established by the Company from time to time;

"Award" means a Conditional Award or an Option;

"Board" means the board of directors of the Company or a duly authorised committee of the Board or a duly authorised person;

"Bonus" means the amount of any discretionary annual bonus to which an Eligible Executive may become entitled under the Annual Bonus Plan;

"Clawback" means the reduction of elements of an individual's compensation and/or the obligation to repay amounts to a Group Member by an individual in accordance with Rule 12 (Malus and Clawback) in such manner and for such amounts as the Committee determines to be appropriate;

"Committee" means the remuneration committee of the Board or, on and after the occurrence of a corporate event described in Rule 11 (Corporate events) or liquidation or the entering into of administration or similar protection from creditors, the remuneration committee of the Board as constituted immediately before such event occurs;

"Company" means Breedon Group plc (incorporated in England and Wales under company number 14739556);

"Conditional Award" means a conditional right to acquire Shares which is designated as a conditional award by the Committee under Rule 3.2 (Type of Award);

"Control" means control within the meaning of section 719 of ITEPA or such other basis as the Committee reasonably determines;

"Dealing Restriction" means any restriction on dealing in securities imposed by regulation, statute, order, directive or any code adopted by the Company as varied from time to time;

"Early Vesting Date" means the date of an event following which an Award may Vest (and in the case of an Option, be exercised) before the Normal Vesting Date, being either:

1. the date of cessation of employment of a Participant in the circumstances referred to in Rule 10.2 (Good leavers before the Normal Vesting Date) and where the Committee determines that the date of cessation will be an Early Vesting Date; or
2. the date of Vesting referred to in Rule 11.1 (General offers) or Rule 11.2 (Schemes of arrangement and winding up) or the date of Vesting referred to in Rule 11.3 (Demerger and similar events);

"Eligible Executive" means any person who is either:

1. an employee (including an executive director) of a Participating Company; or
2. a former employee (including an executive director) of a Participating Company;

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"Employees' Share Scheme" has the meaning given by section 1166 of the Companies Act 2006;

"Financial Year" means the financial year of the Company within the meaning of section 390 of the Companies Act 2006;

"Grant Date" means the date on which an Award is granted; "Group Member" means:

1. a Participating Company or a body corporate which is the Company's holding company (within the meaning of section 1159 of the Companies Act 2006) or a Subsidiary of the Company's holding body;
2. a body corporate which is a subsidiary undertaking (within the meaning of section 1162 of the Companies Act 2006) of a body corporate within paragraph (a) above and has been designated by the Board for this purpose; and
3. any other body corporate in relation to which a body corporate within paragraph (a) or
   (b) above is able (whether directly or indirectly) to exercise 20% or more of its equity voting rights and has been designated by the Board for this purpose;

"ITEPA" means the Income Tax (Earnings and Pensions) Act 2003;

"London Stock Exchange" means London Stock Exchange plc or any successor to that company;

"Malus" means the reduction or forfeiture of an Award prior to its Vesting in accordance with Rule 12 (Malus and Clawback) in such manner and for such amounts as the Committee determines to be appropriate;

"Market Value" means in relation to a Share on any day:

1. if and so long as the Shares are admitted to listing by the UKLA and traded on the London Stock Exchange, the average of the mid-closing prices of a Share for the five preceding dealing days (or such shorter period of dealing days as the Committee determines); or
2. if the price for Shares is not so quoted, such value of a Share as the Committee reasonably determines in accordance with Part VIII of the Taxation of Chargeable Gains Act 1992;

"Normal Vesting Date" means the second anniversary of the Grant Date or such other date or dates specified by the Committee at the Grant Date as the normal vesting date;

"Option" means a conditional right to acquire Shares which is designated as an option by the Committee under Rule 3.2 (Type of Award);

"Option Price" means the amount, if any, payable in order to exercise an Option which shall be either nil or equal to the nominal value of a Share at the Grant Date, as determined by the Board (provided that the Board may reduce or waive such amount at any time);

"Participant" means a person who holds or has held an Award including his personal representatives;

"Participating Company" means the Company or any Subsidiary of the Company;

"Plan" means the Breedon Group Deferred Share Bonus Plan as amended from time to time;

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"Pre-ClawbackVesting Amount" means the sum arrived at by:

1. taking the lower of the value of the Vested Shares subject to an Award on:
2. 1. Vesting in the case of a Conditional Award and exercise in the case of an Option; or
   2. the sale of such Shares (if any) with Shares allocated on a "first in first out" basis; or
   3. if the Shares resulting from the Vesting of the Award are still held, the date of operation of Clawback; and
3. deducting any tax or social security contributions actually incurred on such Vesting, exercise and/or sale except to the extent that the Committee may require an individual to take reasonable steps to recover such tax and/or social security contributions in which case the amount reasonably expected to be recovered will be added back;

"Previous Holdco" means Breedon Group plc (registered in Jersey with number 98465);

"Previous Holdco Shares" means ordinary shares in the capital of Previous Holdco;

"Replacement Awards" means all replacement awards and options granted by the Company in exchange for equivalent awards and options that were granted by Previous Holdco;

"Retirement" means retirement as determined by the Participant's employer (and in the case of an executive director of the Company, the Committee) provided that in the case of a former employee of a Group Member, his Award will only Vest if he confirms (in such form as prescribed by the Company) prior to Vesting that he:

1. remains so retired; or
2. is not working for a direct competitor of the Group,

and if the former employee fails to provide such confirmation, the Committee may determine that his Award will lapse immediately;

"Rule" means a rule of the Plan;

"Shares" means ordinary shares in the capital of the Company;

"Subsidiary" means a body corporate which is a subsidiary (within the meaning of section 1159 of the Companies Act 2006);

"Tax Liability" means any amount of tax or social security contributions for which a Participant would or may be liable and for which any Group Member (including any former Group Member) would or may be obliged to (or would or may suffer a disadvantage if it were not to) account to any relevant authority;

"UKLA" means the United Kingdom Listing Authority;

"Vest" means in relation to a Conditional Award the Shares in respect of the Award are released to the Participant in accordance with the provisions of this Plan, and in relation to an Option the Award becomes exercisable in accordance with the provisions of this Plan (and "Vesting", "Vested" and "Unvested" shall be construed accordingly); and

"Vested Shares" means those Shares in respect of which an Award Vests.

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1. Any reference in the Plan to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted.
2. The singular includes references to the plural and vice versa. Words denoting the masculine gender shall include the feminine.
3. Expressions in italics and headings are for guidance only and do not form part of the Plan.
4. Where any Award has been granted such that parts of the Award are subject to different Normal Vesting Dates (or are otherwise subject to different provisions as to Vesting), references in these Rules to the Award shall, where the context so requires, be a reference to a relevant part of the Award.

1. ELIGIBILITY
   An individual is eligible to be granted an Award only if he is an Eligible Executive and he has participated in the Annual Bonus Plan for the preceding Financial Year (or part thereof).
2. GRANT OF AWARDS

3.1 Terms of grant

Subject to Rule 3.7 (Timing of grant), Rule 3.8 (Approvals and consents) and Rule 4 (Limit), the Committee may resolve to grant an Award:

1. on the terms set out in the Plan; and
2. subject to such additional terms as the Committee may specify

to any person who is eligible to be granted an Award under Rule 2 (Eligibility).

1. Type of Award
   On or before the Grant Date, the Committee shall determine whether an Award will be a Conditional Award or an Option. If the Committee does not specify the type of an Award on or before the Grant Date then an Award will be a Conditional Award.
   In the case of an Option, the Committee shall determine the Option Price (if any) on or before the Grant Date provided that the Committee may reduce or waive such Option Price on or prior to the exercise of the Option.
2. Number of Shares subject to an Award
   The Committee may grant an Award in respect of such portion of an Eligible Executive's Bonus in respect of a Financial Year, as it shall determine in its absolute discretion. Such determination shall be made prior to any Eligible Executive having an unconditional right to payment of his Bonus in respect of that Financial Year.
   The number of Shares which shall be subject to an Award ("X") shall be the number resulting from the following formula:
   X = BA ÷ AMV where:
   'BA' means such amount of an Eligible Executive's Bonus as the Committee has determined should be granted as an Award in respect of a Financial Year;

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'AMV' is the average of the Market Value for a Share on such period of 5 (or fewer) consecutive dealing days selected by the Committee, commencing not earlier than the dealing day following the date on which the Company announces its annual results for the preceding Financial Year and ending not later than the Grant Date; and

'X' shall be rounded down to the nearest whole number of Shares if the formula gives a number of Shares which is not a whole number.

1. Method of grant
   An Award shall be granted by deed executed on behalf of the Company and no amount shall be paid by an individual for the grant of an Award.
2. Dividend equivalent
3. 1. Subject to Rules 3.5(b) and 3.5(c), the number of Shares comprised in an Award shall increase by such number of additional Shares as could have been acquired at the closing mid-market price on each relevant ex-dividend date with the dividends which would have been paid on the Shares comprised in that Award which become Vested Shares in respect of any ex-dividend dates falling within the period from the Grant Date to the date of Vesting. The Committee shall decide the basis on which the value of such dividends shall be calculated which may assume the reinvestment of dividends. Where an Award vests at an Early Vesting Date, no further accrual of dividend equivalents under this Rule 3.5 will occur after such Early Vesting Date.
   2. The Committee may exclude from the calculation set out in Rule 3.5(a) any special dividend in respect of which an Award Vests in accordance with Rule 11.3 (Demerger and similar events) or for which an adjustment is made under Rule 13 (Adjustment of Awards).
   3. In exceptional circumstances, the Committee may decide at any time that in lieu of the number of additional Shares calculated under Rule 3.5(a), when a Participant acquires Vested Shares pursuant to the Plan the Participant will be paid the cash value of the number of additional Shares calculated pursuant to Rule 3.5(a) with such cash value calculated on such reasonable basis as the Committee determines and paid subject to any withholding for any Tax Liability.
4. Method of satisfying Awards
   Unless specified to the contrary by the Committee on the Grant Date, an Award may be satisfied:
5. 1. by the issue of new Shares; and/or
   2. by the transfer of treasury Shares; and/or
   3. by the transfer of Shares (other than the transfer of treasury Shares).

The Committee may decide to change the way in which it is intended that an Award granted as an Option or a Conditional Award may be satisfied after it has been granted, having regard to the provisions of Rule 4 (Limits).

3.7 Timing of grant

Subject to Rule 3.8 (Approvals and consents), an Award may only be granted:

1. in the 6 weeks beginning with:

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1. the Adoption Date;
2. the dealing day immediately following the date on which the Company announces its results for any period; or
3. the dealing day following the Committee's determination of a Bonus in respect of an Eligible Executive;
4. the dealing day immediately following the lifting of any Dealing Restrictions that prevented the grant of Awards pursuant to Rules 3.7(a)(i) and/or 3.7(a)(ii);

1. at any other time when the Committee considers that circumstances are sufficiently exceptional to justify its grant

but an Award may not be granted after the tenth anniversary of the Adoption Date.

1. Approvals and consents
   The grant of any Award shall be subject to obtaining any applicable approval or consent required under the Listing Rules (published by the UKLA from time to time), any Dealing Restrictions, any relevant share dealing code of the Company (as varied from time to time), the City Code on Takeovers and Mergers, or any other UK or overseas regulation or enactment.
2. Non-transferabilityand bankruptcy An Award granted to any person:
3. 1. shall not be transferred, assigned, charged or otherwise disposed of by him (except on his death to his personal representatives) and any attempt to do so shall result in its lapse; and
   2. shall, unless the Committee decides otherwise, lapse immediately if he is declared bankrupt.

4. LIMIT

1. Individual limit
   The maximum total Market Value of Shares (determined on a basis consistent with Rule 3.3) over which Awards may be granted to any employee during any Financial Year is the amount of an Eligible Executive's Bonus in respect of a Financial Year.
   Any Award shall be limited and take effect so that the limit in this Rule 4.1 is complied with.
2. 10 per cent. in 10 years limit
   An Award shall not be granted in any calendar year if, at the time of its proposed Grant Date, it would cause the aggregate number of:
3. 1. Shares allocated (as defined in Rule 4.3) under the Plan and under any other employee share plan adopted and/or operated by the Company (including Shares allocated in connection with Replacement Awards); and
   2. Previous Holdco Shares allocated (as defined in Rule 4.3) under any other employee share scheme adopted by Previous Holdco multiplied by 0.2 and rounded down to the nearest whole share,

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in the period of 10 calendar years ending with that calendar year to exceed such number as represents 10 per cent. of the ordinary share capital of the Company in issue at that time.

1. Meaning of "allocated" For the purposes of Rule 4.2:
2. 1. Shares are allocated:
   2. 1. when an option, award or other contractual right to acquire unissued Shares or treasury Shares is granted;
      2. where Shares are issued or treasury Shares are transferred otherwise than pursuant to an option, award or other contractual right to acquire Shares, when those Shares are issued or treasury Shares transferred;
   3. any Shares which have been issued or which may be issued (or any Shares transferred out of treasury or which may be transferred out of treasury) to any trustees to satisfy the exercise of any option, award or other contractual right granted under any employee share plan shall count as allocated unless they are already treated as allocated under this Rule; and
   4. for the avoidance of doubt, existing Shares other than treasury Shares that are transferred or over which options, awards or other contractual rights are granted shall not count as allocated.
3. Post-grantevents affecting numbers of "allocated" Shares For the purposes of Rule 4.3:
4. 1. where:
   2. 1. any option, award or other contractual right to acquire unissued Shares or treasury Shares is released or lapses (whether in whole or in part); or
      2. after the grant of an option, award or other contractual right the Committee determines that:
      3. 1. it shall be satisfied wholly or partly by the payment of cash on its vesting or exercise; or
         2. it shall be satisfied wholly or partly by the transfer of existing Shares (other than Shares transferred out of treasury)

the unissued Shares or treasury Shares which consequently cease to be subject to the option, award or other contractual right shall not count as allocated; and

1. the number of Shares allocated in respect of an option, award or other contractual right shall be such number as the Board shall reasonably determine from time to time.

4.5 Changes to investor guidelines

Treasury Shares shall cease to count as allocated Shares for the purposes of Rules 4.3 and 4.4 if institutional investor guidelines cease to require such Shares to be so counted.

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1. Effect of limits
   Any Award shall be limited and take effect so that the limits in this Rule 4 are complied with.
2. Restriction on use of unissued Shares and treasury Shares
   No Shares may be issued or treasury Shares transferred to satisfy the exercise of any Option or the Vesting of any Conditional Award to the extent that such issue or transfer would cause the number of Shares allocated (as defined in Rule 4.3 and adjusted under Rule 4.4) to exceed the limit in Rule 4.2 (10 per cent. in 10 years limit) except where there is a variation of share capital of the Company which results in the number of Shares so allocated exceeding such limits solely by virtue of that variation.

5. VESTING OF AWARDS

1. Timing of Vesting
   Subject to Rule5.2 (Restrictions on Vesting), Rule 5.5 (Suspension or investigation) and Rule 12 (Malus and Clawback) an Award will become Vested on the Normal Vesting Date, except where earlier Vesting occurs on an Early Vesting Date under Rule 10 (Leavers) or Rule 11 (Corporate events).
2. Restrictions on Vesting
   An Award will not Vest unless and until the following conditions are satisfied:
3. 1. the Vesting of the Award, and the issue or transfer of Shares after such Vesting, would be lawful in all relevant jurisdictions and in compliance with the Listing Rules, any Dealing Restrictions, the City Code on Takeovers and Mergers and any other relevant UK or overseas law, regulation or enactment;
   2. if, on the Vesting of the Award, a Tax Liability would arise by virtue of such Vesting and the Committee decides that such Tax Liability shall not be satisfied by the sale of Shares pursuant to Rule 5.4 (Payment of Tax Liability) then the Participant must have entered into arrangements (including providing any information necessary to implement such arrangements) acceptable to the Committee that the relevant Group Member will receive the amount of such Tax Liability;
   3. the Participant has entered into such arrangements as the Committee requires (and where permitted in the relevant jurisdiction) to satisfy a Group Member's liability to social security contributions in respect of the Vesting of the Award;
   4. where the Committee requires, the Participant has entered into, or agreed to enter into, a valid election under Part 7 of ITEPA (Employment income: elections to disapply tax charge on restricted securities) or any similar arrangement in any overseas jurisdiction; and
   5. where the Committee requires, the Participant confirms before the Vesting of the Award that he remains bound by the provisions of Rule 12 (Malus and Clawback).
4. Tax Liability before Vesting
   If a Participant will, or is likely to, incur any Tax Liability before the Vesting of an Award then that Participant must enter into arrangements acceptable to any relevant Group Member to ensure that it receives the amount of such Tax Liability. If no such arrangement is made then the Participant will be deemed to have authorised the Company to sell or procure the sale of

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