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

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1. DEFINITIONS AND INTERPRETATION

1.1 In the Plan, unless the context otherwise requires:

"Applicable Laws" means the Listing Rules, the City Code on Takeovers and Mergers, UK MAR 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;

"Cessation" means a Participant ceasing to be an employee of a Group Company (or giving or receiving notice of such cessation), except where they:

1. remain (or will remain) an employee or director of any other Group Company; or

1. retain (or will retain) a statutory right to return to work following such cessation,

and the reason for any such cessation shall be determined by reference to Rule 12 regardless of whether such termination was lawful or unlawful;

"Committee" means the remuneration committee of the Board or, on and after the occurrence of an event described in Rule 13 (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;

"Directors' Remuneration Policy" means the prevailing directors' remuneration policy

approved by the Company's shareholders;

"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, subject to Rule 6.4 (Restrictions on Vesting: regulatory and tax issues), either:

1. the later of:
2. 1. if Cessation occurs in circumstances referred to in Rule 12.1 (Good leavers before the Normal Vesting Date), the date on which the Participant no longer holds any employment or office with any Group Company; and
   2. early evaluation of any Performance Condition by reason of that Cessation; or

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1. the date of the relevant event in Rule 13.1 (General offers) or Rule 13.2 (Schemes of arrangement and winding up) or the date of Vesting referred to in Rule 13.3 (Demergers and other events);

"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(d) during which it may normally be exercised, subject to earlier lapse under the Plan;

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

"Group Company" 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 during which a Participant may be required not to sell, transfer, assign or dispose of their Net Vested Shares in accordance with Rule 9 (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;

"Listing Rules" means the Listing Rules published by the Financial Conduct Authority;

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

"Malus and Clawback" means the provisions set out in Rule 15.3 (Amount to be subject to Malus & Clawback ) under which an Award may lapse or an individual may be required to repay an amount after it has Vested or been exercised;

"Net Vested Shares" means the Vested Shares acquired or received 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 a Conditional Award) or exercise (in the case of an Option) 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 (or part of an Award) would ordinarily Vest, being the date determined by the Committee under Rule 3.2(f) or, if later, the date on which the Committee determines the extent that any applicable Performance Condition is satisfied;

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"Official List" means the list maintained by the Financial Conduct Authority in accordance with section 74(1) of the Financial Services and Markets Act 2000 for the purposes of Part VI of that Act;

"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 any amount per Share determined under Rule 3.2(c) as payable 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 9 (Holding Period), a person who held an Award to which that Rule applies);

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

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

"Plan" means the McBride plc 2023 Long Term Incentive Plan, as amended from time to time;

"Plan Limits" the limits on the number of unissued Shares and, subject to Rule 5.5, treasury Shares, that may be "allocated" in respect of the Plan in accordance with Rule 5;

"Relevant Event" means, for the purpose of Malus and Clawback, any one, or any combination, of:

1. a material misstatement in the financial results of the Company or where those results were materially inaccurate or misleading and this resulted either directly or indirectly in an Award Vesting over a higher number of Shares than would have been the case had that misstatement not been made; and/or
2. an act of negligence or gross misconduct by the Participant (or former Participant) 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, as a result of which, they could have been summarily dismissed had the relevant Group Company been aware of the act when it occurred; and/or
3. any calculation in connection with the Award or any assessment of any Performance Condition or any other 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 the Committee determines that the Participant made a material and direct contribution to such failure; 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; and/or

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