McBride : 2014 Long Term Incentive Plan Amendments for approval at 2023 AGM

Rules of the McBride plc 2014 Long-Term Incentive Plan

Approved by the Company in general meeting on 20th October 2014 and as subsequently amended by the Committee on 5th September 2017, 19th February 2019 and 10th September 2020.

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9. EXERCISE OF OPTIONS AND VESTING OF ALLOCATIONS AND NOTIONAL ALLOCATIONS 87

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RULES OF THE McBRIDE plc 2014 LONG-TERM INCENTIVE PLAN

1. DEFINITIONS

In these Rules (unless the context otherwise requires) the following words and phrases have the following meanings:

"Admitted" means admitted to trading on the London Stock Exchange's market for listed securities;

"Allocation" means a conditional award of a specified number of Shares;

"Allocation Bonus" means the sum paid or to be paid to a Participant by way of remuneration on the vesting of a Notional Allocation being a cash amount equal to the Allocation Price for each Share under a Notional Allocation which vests;

"Allocation Price" means the Market Value of a Share at the Vesting Date to be determined using the definition of Market Value but substituting the "Vesting Date" for "Dealing Day immediately preceding the Date of Grant";

"Announcement Date" means the date on which the results of the Group for any period are announced;

"Associated Company" has the meaning given to it in section 416 of the Income and Corporation Taxes Act 1988;

"Award" means any Allocation, Option, Restricted Share Award or Notional Allocation;

"Award Tax Liability" means an amount sufficient to satisfy all United Kingdom and/or other taxes, duties, social security or national insurance contributions (including any Employer's NICs which are the subject of an election under Rule 11.3) or any other amounts which are required to be withheld or accounted for by a Participant's Employing Company, the Company, any Associated Company of the Company or the Trustees in connection with the grant, holding and/or vesting of an Award;

"Board" means the board of directors from time to time of the Company or a duly authorised committee (which includes the Committee) of the Board;

"Clawback" has the meaning given to it in Rule 14;

"Commencement Date" means the date on which the Plan is approved by the Company in general meeting;

"Committee" means the remuneration committee of the Board or, on or after the occurrence of a Specified Event, the remuneration committee of the Board as constituted immediately before such event occurs;

"Company" means McBride plc;

"Control" has the meaning given to it by section 719 of ITEPA;

"Date of Grant" means the date on which an Award is granted in accordance with Rule 3.1;

"Dealing Code" means any relevant share dealing code of the Company, the City Code on Takeovers and Mergers, MAR and any other relevant UK or overseas regulation or enactment;

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

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"Dividend Equivalent" means a benefit calculated by reference to dividends (or equivalent payment method) paid on Shares as described in Rule 3.10;

"Earnings" means, at the Committee's discretion, either:

1. the cash earnings (excluding bonuses) of the office(s) or employment(s) by virtue of which an Eligible Employee is eligible to participate in the Plan during the period of 12 months ending on the relevant Date of Grant or the last accounting period of the Company, if greater; or
2. the aggregate annual rate of cash earnings (excluding bonuses) of an Eligible Employee payable in respect of all such office(s) or employment(s) on the Date of Grant of an Award;

"Eligible Employee" means any employee (including a director) of any Group Company who is required to devote substantially the whole of his working time to his employment or office;

"Employer's NICs" means secondary Class 1 national insurance contributions;

"Employing Company" means any Group Company or any Associated Company of the Company by which the Participant is or, where the context so admits, was employed;

"Employment" means office or employment with any Group Company;

"Exercise Price" means the price at which a Participant may exercise an Option established in accordance with Rule 7;

"Group" means the Company and its Subsidiaries from time to time and the phrase Group Company shall be construed accordingly;

"Holding Period" means the period starting on the Vesting Date or start of the Option Period (as relevant) and ending on the earliest of the dates specified in paragraph 3 of the Holding Period Appendix to the Rules during which a Participant agrees not to sell, transfer, assign or dispose of their Net Vested Shares on terms agreed with the Committee in accordance with the Holding Period Appendix to the Rules;

"Internal Reorganisation" means any compromise, arrangement or offer (including any Specified Event) which, in the reasonable opinion of the Committee, having regard to the shareholdings in the Company and any acquiring company before and after the compromise, arrangement or offer and/or the consideration given for the acquisition of the Shares and/or any other matter which it considers relevant, is in the nature of an internal reorganisation or reconstruction of the Company;

"ITEPA" means the Income Tax (Earnings and Pensions) Act 2003 of the United Kingdom

"London Stock Exchange" means London Stock Exchange plc or any successor company or body carrying on the business of London Stock Exchange plc;

"MAR" means the Market Abuse Regulation (EU) 596/2014 (or any equivalent UK legislation in effect after the UK leaves the European Union)

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

1. at any time at which the Shares are Admitted either:

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1. its middle market quotation (as derived from the Daily Official List of the London Stock Exchange) on the Dealing Day immediately preceding the relevant date; or
2. the average of the middle market quotations during a period determined by the Committee of up to 5 Dealing Days ending with the Dealing Day immediately preceding the relevant date,

provided such Dealing Day(s) do not fall within any period when dealing in Shares is prohibited under any Dealing Code; or

1. at any time at which the Shares are not Admitted, the Committee's reasonable opinion of the fair market value on the day immediately preceding the Date of Grant of the Award;

"Notional Allocation" means a notional right to acquire a specified number of Shares at the Vesting Date in accordance with the Rules;

"Net Vested Shares" means the vested Shares acquired or received by a Participant on or following the Vesting Date or exercise of an Option, as appropriate, in each case during the Holding Period, less: (a) a number of Shares that have an aggregate market value on the Vesting Date or exercise of the Option, as relevant, equal to the Participant's Tax Liability due and arising on such Vesting Date or exercise of the Option, as relevant; or (b) if the vested Shares are sold to satisfy the Participant's Tax Liability due on the Vesting Date or exercise of the Option, as relevant, such number of vested Shares so sold;

"Option" means a right to acquire a specified number of Shares at the Exercise Price determined in accordance with Rule 7;

"Option Period" means the period commencing on the third anniversary of the Date of Grant of an Option and ending on the day preceding the tenth anniversary thereof or such other period as the Committee may on or before such Date of Grant determine commencing not earlier than the third anniversary and ending not later than the day preceding the tenth anniversary of such Date of Grant;

"Participant" means any Eligible Employee who has been granted and remains entitled to a Subsisting Award (and where the context admits the personal representative(s) of any such individual) or was entitled to a Subsisting Award as relevant under the Holding Period Appendix to the Rules;

"Performance Condition(s)" means any condition or conditions relating to the performance of the Company or Group which, subject to Rule 3.12, will be determined by the Committee on or prior to the Date of Grant of an Award;

"Performance Period" means the period or periods specified by the Committee in respect of which any Performance Condition is to be measured for the purpose of determining whether or to what extent the Performance Condition has been satisfied, being the three years commencing on the Date of Grant or, if earlier, the date of the beginning of the financial year in which the Award is granted, or such other period as the Committee may specify prior to the Date of Grant of an Award;

"Personal Data" has the meaning given to that term in section 3(2) of the Data Protection Act 2018;

"Plan" means this plan as governed by the Rules;

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