McBride : 2020 Restricted Share Unit Plan Amendments for approval at 2023 AGM

MCBRIDE PLC

THE MCBRIDE PLC

2020 RESTRICTED SHARE UNIT PLAN

Approved by shareholders of the Company on 23 November 2020

Adopted by the Remuneration Committee of the Company on3rd December 2020 Amended by the Remuneration Committee of the Company on 15th February 2021 Amended by the Shareholders of the Company on 20th November 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, the Market Abuse Regulation (EU) 596/2014 or any other relevant UK or overseas regulation or enactment;

"Award" means an Option or a Conditional Award;

"Board" means the board of directors of the Company or a duly authorised committee of that board;

"Buy-outAward" means an Award granted to an Executive Director where that Award is granted as part of the compensation provided to that Executive Director on joining the Company to compensate them 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 the remuneration committee of the Board or, on and after the occurrence of a corporate event described in Rule 12 (Takeovers and other corporate events), the remuneration committee of the Board as constituted immediately before that event;

"Company" means McBride plc (registered in England and Wales with registered number 02798634);

"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;

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

"Early Vesting Date" means either:

1. the date of Cessation of a Participant in circumstances referred to in Rule 11.1 (Good leavers before the Normal Vesting Date); or
2. 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;

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

"Exercise Period" means the period commencing on the date on which an Option Vests and ending on the date determined under Rule 3.2(e) during which an Option may be exercised subject to lapsing earlier under the Plan;

"Grant Date" means the date on which an Award is granted other than for the first tranche of Awards granted under the Plan in 2020 in which case it shall be:

1. if the Award is granted to an Executive Director and the Executive Director was appointed to their current position prior to the date on which an Award is granted, the date on which that Executive Director was appointed to the position held at the actual date of grant; or
2. if the Award is not granted to an Executive Director, the later of 10 September 2020 and the date on which that Participant was appointed to the position held at the actual date of grant;

"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);

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

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

"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 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) 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 Award" means an Award granted over Shares with a market value of up to 1530% of the Participant's salary or such higher limit determined in accordance with Rule 4.1 (Individual limit - Normal Awards)

"Normal Vesting Date" means the date on which an Award would ordinarily Vest under Rule

5.1 (Timing of Vesting: Normal Vesting Date);

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

"One-offAward" means a Buy-out Award or an Award granted other than to an Executive Director in exceptional circumstances such as (but not limited to) for recruitment, retention or other specific purposes but which is not a Normal Award;

"Option" means a conditional right to acquire Shares which is designated as an option by the Committee under Rule 3.2(b);

"Option Price" means the nominal amount, if any, determined under Rule 3.2(d) as payable per Share on the exercise of an Option (including any Shares acquired in respect of a Dividend Equivalent), 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;

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

"Plan" means the McBride plc 2020 Restricted Share Unit Plan as amended from time to time;

"Relevant Event" means any one, or any combination, of;

1. a material misstatement in the financial results of the Company; and/or
2. an act of serious misconduct by the Participant (or former Participant as relevant) that takes place before an Award Vests but which only comes to light after the Award Vests (or in the case of an Option, is exercised); and/or
3. any calculation in connection with the Award or any assessment of any condition imposed on the Award was based on an error, or on inaccurate or misleading information or assumptions; and/or
4. the Company or the relevant business unit for which the Participant works (or worked) suffers material damage to its business or reputation which, in the determination of the Committee, is at least partly due to a failure in the management of the Company or relevant business unit; and/or
5. the Company has suffered an instance of corporate failure which has resulted in the appointment of a liquidator or administrator or resulted in the Company reaching a compromise arrangement with its creditors;

"Rule" means a rule of the Plan;

"Shares" means fully paid ordinaryshares in the capital of the Company or other securities representing such shares in the capital of the Company;

"Subsidiary" means a body corporate which is a subsidiary (within the meaning of section 1159 of the Companies Act 2006);

"Tax Liability" means any amount of tax or social security contributions for which a Participant would or may be liable and for which any Group Member or former Group Member would or may be obliged to (or would or may suffer a disadvantage if it were not to) account to any relevant authority;

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