Kerry : Global Employee Share Plan Rules

RULES

OF THE

KERRY GLOBAL EMPLOYEE SHARE PLAN

Kerry Global Employee Share Plan (i)

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Kerry Global Employee Share Plan

1. Definitions

1.1 General

In these rules:

"Acquiring Company" means a company which has acquired Control of the Company; "Award" means;

1. a Purchased Share Award;
2. a Matching Share Award;
3. a Phantom Award; or
4. a Free Share Award;

"Award Date" means the date on which an Award is granted;

"Board" means the board of directors of the Company or a committee duly authorised by it, including the Remuneration Committee. For the purposes of rules 12 (Corporate events) and 13 (Exchange of Awards), it means those persons who were members of the Board immediately before the relevant event;

"Business Day" means a day on which the Euronext Dublin Stock Exchange (or, if the Board decides, any other stock exchange on which the Shares are traded) is open for the transaction of business;

"Company" means Kerry Group plc whose registered office is at Prince's Street, Tralee, County Kerry, V92 EH11, Ireland;

"Conditions" means any conditions imposed under rule 4.3 (Conditions of Free Share Awards and Phantom Awards) and rule 6.5 (Conditions of Matching Share Awards);

"Contribution" means a deduction from a Participant's net Salary (or other method of payment agreed by the Board) for the purposes of acquiring Purchased Shares;

"Control" means the control of a company within the meaning given to that expression by section 432 of the Taxes Consolidation Act 1997, a person shall be deemed to have control of a company if he or she and others acting in concert with him or her have together obtained control of a company within such meaning;

"Dealing Restrictions" means any internal or external restrictions on dealings or transactions in securities;

"Dividend Equivalent" means a right to receive an additional amount, as set out in rule 8.4 (Dividend Equivalents);

"Dividend Shares" means Shares which are awarded to Participants in accordance with rule 9.2 (Dividend reinvestment) and held by the Nominee upon the terms of the Plan;

"Employee" means any employee (including an employed executive director) of any Member of the Group and, for the purposes of rule 16 (Terms of employment), it includes a former employee;

"Enrolment Period" means the period in which Employees can accept an invitation to participate in the Plan;

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"Exchange of Awards" means the provision to the Participant, in consideration of the release of an Award, of rights to acquire shares in an Exchange Company, being rights which are, in the opinion of the Board, substantially equivalent in value to the value of the Award so released and otherwise on terms approved by the Board;

"Exchange Company" means a company which is or has Control of:

1. an Acquiring Company;
2. a member of a consortium owning an Acquiring Company; or
3. a member of a consortium owning a company which has Control of an Acquiring Company;

"Expected Vesting Date" means the date the Board decides under rules 4.2 (Terms of Free Share Awards and Phantom Awards) or 6.3 (Terms of Matching Share Awards);

"Free Share Award" means a conditional right to acquire Shares granted under the Plan;

"Good Leaver Reason" means:

1. death;
2. ill-health,injury or disability (evidenced to the satisfaction of the Board);
3. redundancy (or an overseas equivalent);
4. the Participant's office or employment being with either a company which ceases to be a Member of the Group or relating to a business or part of a business which is transferred to a person who is not a Member of the Group;
5. retirement by agreement with the Participant's employing company; or
6. any other reason, at the discretion of the Board;

"Group" means the Company and any company that is a subsidiary of the Company (within the meaning of section 7 of the Companies Act 2014) and, for the purposes of rule 10 (Leaving), it includes all associated companies nominated for this purpose by the Board, and "Member of the Group" will be understood accordingly;

"Internal Reorganisation" means any transaction(s) which result in a change of Control of the Company but where immediately after such change of Control all or substantially all of the shares in the Acquiring Company are held by persons who were shareholders in the Company immediately prior to the change of Control of the Company;

"Lapse" means:

1. in relation to a Purchased Share Award, the Participant no longer being entitled to acquire further Purchased Shares under the Award;
2. in relation to a Free Share Award or a Matching Share Award, the Participant losing the right to receive some or all of the Shares or cash comprised in the Award; and
3. in relation to a Phantom Award, the Participant losing the right to receive some or all of the cash value of the Award;

"Leaves" means where an Employee ceases to be an employee or a director of all Members of the Group with no intention of returning to employment or office with any Member of the Group, within a period of 12 months from the date of leaving unless the Board decides otherwise, and "Leaving" and "Left" will be understood accordingly;

"Market Value" on any day means the market value of a Share as decided by the Board;

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"Matching Ratio" means the ratio the Board decides under rule 6.3 (Terms of Matching Share Awards);

"Matching Share Award" means a conditional right to acquire Shares granted under the Plan in connection with a Purchased Share Award;

"Nominee" means the nominee appointed by the Board to hold Plan Shares on behalf of Participants for the purposes of the Plan;

"Participant" means a person who has applied for an Award or who is holding or has held an Award or, after death, that person's personal representatives;

"Phantom Award" means a right granted in respect of notional Shares which provide a right to receive a cash sum linked to the value of such notional Shares;

"Plan" means the plan constituted by these rules and its schedules known as the Kerry Global Employee Share Plan, as amended from time to time;

"Plan Shares" means Shares acquired by a Participant:

1. as Purchased Shares;
2. as a consequence of the Vesting of a Free Share Award, Phantom Award or Matching Share Award; and
3. as Dividend Shares;

"Purchase Date" means the date on which Purchased Shares are acquired on behalf of a Participant;

"Purchased Share Award" means a right to buy Purchased Shares granted under the Plan;

"Purchased Shares" means Shares bought on behalf of a Participant in accordance with a Purchased Share Award;

"Salary" means the periodic wages of a Participant in relation to their employment within the Group;

"Share" means a fully paid Class A Ordinary Share in the capital of the Company;

"Takeover" means:

1. any person obtaining Control of the Company as a result of making a general offer to acquire Shares;
2. any person who has obtained Control of the Company making a general offer to acquire Shares;
3. a compromise or arrangement being sanctioned by the court under section 453 of the Companies Act 2014 in connection with or for the purposes of a change in Control of the Company;
4. the Company passing a resolution for its voluntary winding up; or
5. an order being made for the compulsory winding up of the Company;

"Tax" means any tax and social security charges (and/or any similar charges), wherever arising, in respect of a Participant's Award or otherwise arising in connection with that Participant's participation in the Plan; and

"Vesting" means:

1. in relation to a Free Share Award or a Matching Share Award, the Participant becoming entitled to the Shares subject to the Award; and

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