Domino Pizza : Amended Draft Rules of the 2022 LTIP

DOMINO'S PIZZA GROUP PLC

THE DOMINO'S PIZZA GROUP PLC

2022 SHARE PLAN

Adopted by the Remuneration Committee of the Board of the Company on 28 February 2022 and

amended on [ June] 2023

Approved by shareholders of the Company on 5 May 2022 with changes approved on [ June] 2023

The Plan is a discretionary plan operated by the Company for selected employees. Its main purpose is to increase the interest of the employees in the Company's long-term business goals and performance 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 the Company shall have the right to decide, in its sole discretion, whether or not awards will be granted and to which employees those awards will be granted.

The detailed rules of the Plan are set out overleaf.

1. DEFINITIONS AND INTERPRETATION

1.1 In the Plan, unless the context otherwise requires:

"Applicable Laws" means the Listing Rules published by the Financial Conduct Authority, the City Code on Takeovers and Mergers, UK MAR or any other relevant UK or overseas regulation or enactment;

"Award" means an Option, a Conditional Award or a Share Appreciation Right;

"Board" means the board of directors of the Company or a duly authorised committee of that board or a duly authorised person and for these purposes the Committee is deemed to be a duly authorised committee;

"Buy-outAward" means an Award granted to an individual who becomes employed by a Participating Company which is granted to that individual on joining a Participating Company to compensate them, in part or in full, for the loss of an award from their previous employment;

"Cessation" means a Participant ceasing to be an employee of a Group Member, except where:

1. the Participant remains an employee of any other Group Member; or
2. the Participant retains a statutory right to return to work.

"Clawback" means a reduction of, or an obligation to repay, elements of remuneration as referred to in Rule 14.4 (Satisfaction of the Clawback);

"Committee" means:

1. the remuneration committee of the Board; or
2. a duly authorised person and the Chief Executive Officer of the Company is deemed to be a duly authorised person:
3. 1. for the purposes of Rule 3 (Grant of Awards) except that references to "Committee" in Rules 3.9 (Grant of Awards by Chief Executive Officer); shall mean the remuneration committee of the Board; and
   2. for the purposes of Rule 11 (Leavers) in respect of Awards granted by the Chief Executive Officer; or
   3. where the Committee has delegated authority to the Chief Executive Officer to exercise a power or discretion under the Rules; and

provided that after the occurrence of a corporate event described in Rule 12 (Takeovers and other corporate events), it shall mean the remuneration committee of the Board as constituted immediately before that event;

"Company" means Domino's Pizza Group plc (registered in England and Wales with registered number 03853545);

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

"Control" means control within the meaning of section 995 of the Income Tax Act 2007;

"Dealing Day" means a day on which the London Stock Exchange is open for business;

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"Deferred Bonus Award" means an Award, the principal purpose of which is to defer receipt of a bonus that reflects performance before its grant;

"Directors' Remuneration Policy" means the Company's directors' remuneration policy within the meaning of section 421(2A) of the Companies Act 2006;

"Dividend Equivalent" means a benefit calculated by reference to dividends paid on Shares as described in Rule 3.4 (Treatment of Dividends);

"Early Vesting Date" means either:

1. the later of:
2. 1. the date of Cessation of a Participant in circumstances referred to in Rule 11.1 (Good leavers before the Normal Vesting Date); and
   2. early determination of any Performance Condition by reason of that Cessation; or
3. the date of the relevant event in Rule 12.1 (General offers) or Rule 12.2 (Schemes of arrangement and winding up) or the date of Vesting referred to in Rule 12.3 (Demergers and other events);

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

"Executive Director" means an executive director of the Company;

"Exercise Period" means, subject to it not being extended in accordance with Rule 6.1(b):

1. in relation to an Option, the period commencing on the date on which it Vests and ending on the date determined under Rule 3.2(d) (Committee determinations); and
2. in relation to a Share Appreciation Right, the period commencing on the date on which it Vests and ending on the last day of the period of 6 months beginning with that date

being, in each case, the period during which the Award may normally be exercised, subject to it not lapsing earlier under the Plan;

"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 company;
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;

"Holding Period" means the period starting on the date on which an Award Vests and ending on the earliest of the dates specified in Rule 8.3 (Expiry of the Holding Period) during which a Participant is required not to sell, transfer, assign or dispose of their Net Vested Shares in accordance with Rule 8 (Holding Period);

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

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

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

1. for the purposes of Rule 9.3 in circumstances where Rule 12 applies, the offer price per Share offered to the Company's shareholders in connection with the relevant corporate event (subject to such adjustments as the Committee may determine);
2. the closing middle-market quotation (taken from the Daily Official List of the London Stock Exchange) of a Share on the Dealing Day before the relevant date; or
3. if the Committee so determines, such middle-market quotation for any other Dealing Day (or the average of such middle-market quotations for any Dealing Days) occurring before the relevant date, as the Committee may determine,

provided that, where either paragraph (b) or (c) applies, such Dealing Days do not fall within any period when any restriction under Applicable Laws or any dealing code adopted by the Company apply to the Participant in respect of the Award or the Shares subject to the Award;

"Net Vested Shares" means the Vested Shares received or acquired by a Participant on Vesting of a Conditional Award or on exercise of an Option or Share Appreciation Right less: (a) a number of Shares with an aggregate Market Value on the date of Vesting (in the case of Conditional Awards) or exercise (in the case of Options and Share Appreciation Rights) equal to the Participant's Tax Liability arising on that event; or (b) if the Vested Shares are sold to satisfy that Tax Liability, the number of Vested Shares sold;

"Normal Vesting Date" means the date on which an Award would ordinarily Vest under Rule 5.1 (Timing of Vesting: Normal Vesting Date);

"Normal Vesting Period" means the period commencing on the Grant Date and ending on the date determined under Rule 3.2(g) (Committee determinations);

"Option" means a right to acquire Shares during an Exercise Period granted under the Plan which is designated as an option by the Committee under Rule 3.2(b) (Committee determinations);

"Option Price" means the amount, if any, determined under Rule 3.2(c) (Committee determinations) as payable per Share on the exercise of an Option, provided that the Committee may reduce or waive this Option Price on or prior to the exercise of the Option;

"Participant" means a person who holds an Award, including their personal representatives (or for the purposes of Rule 8 (Holding Period) a person who holds an Award to which Rule 8 (Holding Period) applies);

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

"Performance Share Award" means an Award, the principal purpose of which is to provide an incentive for improved performance following its Grant Date and which is subject to one or more Performance Conditions;

"Performance Condition" means a condition (or conditions) related to performance which is specified by the Committee under Rule 3.2(f) (Committee determinations);

"Plan" means the Domino's Pizza Group plc 2022 Share Plan as amended from time to time;

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