COMPUTACENTER PLC

RULES OF THE COMPUTACENTER PERFORMANCE

SHARE PLAN 2005

Shareholders' Approval: 28 April 2005

Board of Directors' Adoption: 8 March 2005

Shareholders' Approval to Amendment 13 May 2011

Extended with shareholder approval 19 May 2015

Board Approval to Amendment 14 December 2017

Expiry Date: 18 May 2025 (originally 28 April 2015)

Shareholders' Approval to Amendment 18 May 2018

Board Approval to Amendment 7 March 2019

Board Approval to Amendment 5 March 2020

Board Approval to Amendment 20 May 2021

Shareholders' Approval to Schedule 4 19 May 2022

Table of Contents

1

Granting Awards

3

2

Awards

4

3

Rights of Participants before Release

5

4

Individual limits

5

5

Vesting and Release of Awards

5

6

Consequences of Release

6

7

Clawback

7

8

Leaving employment during the Performance Period

8

9

Variations in share capital, demergers and special distributions

10

10

Takeovers and restructurings

11

11

Exchange of Awards

12

12

General

13

13

Changing the Plan and termination

17

14

Definitions

18

Schedule 1

20

1

Option Price

20

2

Cash or Share Settled Option

20

3

Consequences of Release for an Option

20

4

Consequences of Takeovers and restructurings for an Option

20

5

Adjustment of Options

20

6

Other ways of satisfying an Option

20

Schedule 2

22

1

Holding Period

22

1

2

Consequences of Release

22

3

Leaving in exceptional circumstances

22

4

Adjustments of Awards

23

5

Changing the Plan and Termination

24

6

Definitions

24

7

Schedule 1 - options

24

Schedule 3

25

1

Definitions

25

2

Eligibility

26

3

Number of Shares granted

26

4

Settlement of Awards

26

5

Dividend equivalents

26

6 Minimum Acquisition Period before which the transfer of property of Shares cannot occur 27

7

Sale restrictions

27

8

Specific closed periods during which the Shares cannot be disposed of

27

9

Disability

27

10

Death of a Participant

27

11

Adjustment of the Award

28

12

Exchange of Shares during the Sale Restriction Period

28

13

Definitive Delivery of the Shares

28

14

Voluntary deferral of the Award

28

15

Changes to the 2018 French Qualified Plan

28

16

Period during which Awards can be granted

28

17

Participant account

29

2

18

Non-transferability of the Award

29

19

Severability

29

Schedule 4

30

Rules of Computacenter Performance Share Plan 2005

1 Granting Awards

  1. Approval of the Board
    Any Awards granted under the Plan must be approved in advance by the Board.
  2. Eligibility
    The Grantor may grant an Award to any employee (including an executive director) of a Member of the Group. However, unless the Board considers that special circumstances exist, an Award may not be granted to an employee who, on the Award Date, has given or received notice of termination of employment, whether or not such termination is lawful.
    No Award will be granted to a person who is not an employee of a Member of the Group on the Award Date.
  3. Timing of Award
    Awards may not be granted at any time after the Expiry Date and Awards may only be granted within 42 days starting on any of the following:
    1. the date of shareholder approval;
    2. the Company's annual general meeting or any other general meeting;
    3. the day after the announcement of the Company's results through a regulatory information service for any period;
    4. any day on which the Board resolves that exceptional circumstances exist which justify the grant of Awards;
    5. any day on which changes to the legislation or regulations affecting share plans are announced, effected or made; or
    6. the lifting of Dealing Restrictions which prevented the granting of Awards during any period specified above.
  5. Performance Conditions
    When granting an Award, the Grantor may make its Vesting conditional on the satisfaction of one or more conditions linked to the performance of the Company, the Participant, any Member of the Group or business unit. A Performance Condition must be specified at the Award Date and may provide that an Award will lapse if a Performance Condition is not satisfied. The Grantor, with the consent of the Board, may waive or change a Performance Condition in accordance with its terms or if anything happens which causes the Grantor reasonably to consider it appropriate. The Committee will inform Participants of any variation or waiver of the Performance Condition which affects them.

3

  1. Other conditions
    The Grantor may impose other conditions when granting an Award. Any condition must be specified at the Award Date and may provide that an Award will lapse if it is not satisfied. The Grantor, with the consent of the Board may waive or change a condition in accordance with its terms or in any way they see fit. Notwithstanding anything else in the Plan, an Award will only Vest and/or be Released to the extent that any condition is satisfied or waived.
  2. Holding Period
    When granting an Award, the Grantor may make an Award subject to a Holding Period, at the end of which, Awards will be Released.
  3. Award certificates
    Each Participant will receive a certificate setting out the terms of the Award as soon as practicable after the Award Date. The certificate may be the deed referred to in 2.1 (Terms of Awards) or any other document. If any certificate is lost or damaged the Company may replace it on such terms as it decides.
  4. No payment
    A Participant is not required to pay for the grant of any Award.
  5. Disclaimer of Award
    Any Participant may disclaim all or part of his Award within 30 days after the Award Date by notice in writing to any person nominated by the Grantor. If this happens, the Award will be deemed never to have been granted under the Plan. A Participant is not required to pay for the disclaimer.
  6. Administrative errors
    If the Grantor tries to grant an Award which is inconsistent with rule 4 (Individual limit) or rule 12.1 (Plan limits) the Award will be limited and will take effect from the Award Date on a basis consistent with those rules.

2 Awards

2.1 Terms of Awards

Awards must be granted by deed. The terms of the Award, as determined by the Grantor, and approved by the Board, must be specified in the deed and must include:

  1. the number of Shares subject to the Award;
  2. the Award Date;
  3. any Performance Condition;
  4. the Performance Period or the date of Vesting;
  5. any Holding Period;
  6. whether the Participant is entitled to receive any cash or Shares under rule 6.2 (Dividend equivalent);
  7. any other condition specified under rule 1.5 (Other conditions).

4

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Computacenter plc published this content on 17 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 April 2023 16:57:08 UTC.