Kingfisher : Sharesave Plan Rules

DRAFT

22 September 2022

RULES OF THE KINGFISHER

SHARESAVE PLAN

ADOPTED BY THE BOARD ON 15 SEPTEMBER 2022

APPROVED BY SHAREHOLDERS ON [•] 2023

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1. Definitions and Interpretation

1. Definitions
   The words and expressions used in the Rules which have initial capital letters have the meanings set out in Appendix 1.
2. Interpretation
   The headings in the Rules are for convenience and should be ignored when construing the Rules. Unless the context otherwise requires, words in the singular are deemed to include the plural and vice versa and words implying either gender are deemed to include both genders.
   References in the Rules to any statutory provisions are to those provisions as amended or re-enacted from time to time, and include any regulations or other subordinate legislation made under them.
3. This Plan is intended to be a Schedule 3 SAYE Option Scheme for the purposes of the Act and the Plan and any Option granted under it shall be interpreted, operated and administered in a manner that is consistent with that intention and in the case of any conflict between these rules and the provisions of sections 516 to 519 of and Schedule 3 to the Act (the legislation), the legislation shall prevail.

2. Invitation and application for Options

1. Time when invitations may be made
   At any time during the Plan Period, the Board may, during an Invitation Period, invite all Eligible Employees to apply for Options. The operation of the Plan in any one year in respect of one or more Participating Companies does not mean that the Board must or will operate the Plan subsequently.
2. Form of invitation
   The Board will specify the form of the invitations to apply for Options. Invitations may be made by letter, poster, circular, advertisement, electronically or any other means or combination of means determined by the Board. For so long as the Shares are Listed, the Date of Invitation must be chosen so that each Dealing Day used to determine the Option Price is within the Invitation Period.
3. Option Price
   The Board will decide the Option Price for an invitation, which will be communicated to Eligible Employees. The Option Price cannot be less than the higher of:
4. 1. the Specified Percentage of the Market Value of a Share on the Dealing Day immediately preceding the Date of Invitation or, if the Board decides, the Specified Percentage of the average of the Market Values of a Share on the three consecutive Dealing Days immediately preceding

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the Date of Invitation or the Specified Percentage of the Market Value at such other time or times agreed in advance with HMRC; and

1. 1. if the Shares are to be subscribed, their nominal value, but subject to any adjustment under Rule 9.
2. Applications
   An Eligible Employee may apply for an Option in the form specified by the Board. The application will contain any undertakings and/or declarations from Eligible Employees that the Board requires for the purposes of the Plan. The application form must be accompanied by a completed proposal form to enter into a Savings Contract with the Savings Body. An Eligible Employee must apply for an Option within 21 days following the Date of Invitation (or any shorter period determined by the Board, not being less than 14 days) (the Invitation Close Date).
3. Bonus available
   The Board may allow Eligible Employees when applying for an Option to elect for the Three Year Bonus or the Five Year Bonus (or for such other standard periods as may be available under the HM Treasury savings arrangement specifications in force at the relevant time). If the Board does not specify in the invitation documents, Eligible Employees may only elect for the Three Year Bonus.
4. Employee's specification
   An Eligible Employee must specify:
5. 1. the Monthly Contribution which, subject to Rules 2.8 and 3, the Eligible Employee wishes to make; and
   2. subject to Rule 2.5, whether the Savings Contract Repayment is to include the Three Year Bonus or the Five Year Bonus.
6. Shares available
   The Board may specify a maximum number of Shares available under an invitation.
7. Limit on participation
   A Participant cannot contribute monthly to Savings Contracts:
8. 1. more than the Maximum Contribution. Any Option which is purported to be granted in excess of the limits under this Rule 2.8(a) shall take effect as an Option which would not exceed those limits; and
   2. less than the Minimum Contribution. Any application form specifying a proposed Monthly Contribution of less than the Minimum Contribution will be void and the Board will not grant an Option to the Eligible Employee in respect of that application form.
9. Cancelled Savings Contracts

Prior to any Date of Invitation, the Board may determine that, for the purposes of calculating the limit imposed by Rule 2.8(a), any Monthly Contributions under Savings Contracts entered into in connection with Options granted on one or more Dates of Grant (as determined by the Board) that the Participant has cancelled will be deemed to be Monthly Contributions being made by the Participant at the Date of Invitation.

2.10 Late applications

The Board may, in its absolute discretion, treat all late applications as valid provided they are received no more than one business day after the Invitation Close Date.

3. Scaling down

1. Method
   If there are insufficient Shares available to satisfy valid applications for Options, the Board may use the following successive methods to scale down applications to the extent necessary to eliminate the excess:
2. 1. treat the bonus of each Eligible Employee as excluded from the Savings Contract Repayment; or
   2. treat all applications for a Five Year Bonus as applications for a Three Year Bonus; or
   3. reduce pro rata the proposed Monthly Contribution of each Eligible Employee which is in excess of an amount chosen by the Board (though such amount may not, unless determined otherwise by the Board before the Date of Invitation, exceed £50); or
   4. reduce pro rata the proposed Monthly Contribution of each Eligible Employee, provided that the reduced amount is not less than the Minimum Contribution; or
   5. select applications by lot, each based on a Monthly Contribution equal to the Minimum Contribution and no bonus in the Savings Contract Repayment.
3. Applications modified
   If scaling down is necessary each application will be deemed to have been modified or withdrawn in accordance with the method chosen under Rule 3.1 and the Board will complete or amend, as appropriate, each Savings Contract proposal form to reflect any reduction in Monthly Contributions. The Board will then grant Options under Rule 4, but the period of 30 days in Rule 4.2 will be increased to not more than 42 days.
4. Insufficient Shares
   If the number of Shares available is insufficient to enable an Option based on monthly savings contributions of the Minimum Amount and the inclusion of no bonus in the repayment under the Savings Contract to be granted to each