Mitchells & Butlers : The Rules of the Mitchells & Butlers 2023 Short Term Deferred Incentive Plan

MITCHELLS & BUTLERS

2023 SHORT TERM DEFERRED INCENTIVE PLAN

Shareholders' Approval: [•] 2023

EUROPE-LEGAL-265777464/1132459-0012

EUROPE-LEGAL-265777464/1132459-0012

THE MITCHELLS & BUTLERS SHORT TERM DEFERRED INCENTIVE PLAN

1. MEANINGS OF WORDS USED

1.1 In these Rules:

Bonus Award means an award of cash or Bonus Shares made to a Participant in accordance with the Plan;

Bonus Shares means the Shares comprised in a Bonus Award;

Committee means the Board of Directors of the Company or a duly authorised committee; Company means Mitchells & Butlers plc;

Control has the meaning given to it by section 995 of the Income Tax Act 2007;

Dividend Accrued Shares means the Shares which may be awarded under Rule 4.5 and calculated in accordance with Rule 8.3;

Group Company means the Company, any company which is a subsidiary of the Company within the meaning of Section 1159 of the Companies Act 2006 and any other company which is associated with the Company and is so designated by the Committee;

Market Abuse Regulation means the Market Abuse Regulation (EU) 596/2016 2016 which came into force on 3 July 2016, as incorporated into English law by the European Union (Withdrawal) Act 2018, or any such legislation superseding this legislation;

Market Value means the average of the middle market quotation of a Share (taken from the Daily Official List of the London Stock Exchange) for the three business days preceding the Release Date, or such other days as the Company may determine;

Participant means a person who has been selected to participate in the Plan under Rule 2.2; Performance Target means, in relation to a Bonus Award, any target specified for a financial year ;

Plan means this plan known as "The Mitchells & Butlers Short Term Deferred Incentive Plan" in its present form and as from time to time altered in accordance with the Rules;

Release Date means the date on which a Participant becomes entitled to receive (all at once or in part) the Bonus Shares comprised in their Bonus Award, as specified in the notification to the Participant under Rule 2.8 and any Dividend Accrued Shares as calculated in accordance with Rule 8.3;

Rules means these rules as amended from time to time;

Salary in relation to a Bonus Award for a financial year, means, at the discretion of the Committee, either:

1. the annual salary in effect on the last day of that financial year excluding all payments additional to salary (for example cash bonus or car allowance etc); or

1. the annual salary actually earned during the financial year, provided this is not greater than in
   (i) above.

Shares means fully paid ordinary shares in the capital of the Company, and includes any shares representing them following a Reconstruction or Takeover;

Shareholding Policy means any policy relating to minimum shareholding requirements that the Company may operate in respect of its employees and executives from time to time;

SIP means the Mitchells & Butlers Share Incentive Plan as amended from time to time; and

Treasury Shares means Shares held by the Company in treasury in accordance with Section 724 of the Companies Act 2006.

1. Where the context admits or requires the singular includes the plural and the masculine includes the feminine and vice versa; references to any statutory provision include any modification or re-enactment.
2. Headings will be ignored in construing the Rules.

2. OPERATION OF THE PLAN

1. Timing of Operation
   The Committee may decide at any time and at its discretion when the Plan shall be operated.
2. Selection of Participants
   In relation to any operation of the Plan the Committee may select any employees or executive directors of any Group Company to be Participants in the Plan. The Committee will grant conditional Bonus Awards to the Participants it selects to participate in the Plan. The Committee has the right to withdraw a Participant from the Plan at any time if it considers that the Participant's failure or inability to contribute to the management team effort warrant this, for example if:
3. 1. the Participant's personal performance is formally appraised as unsatisfactory;
   2. the Participant is subject to disciplinary action; or
   3. the Participant is absent from work due to prolonged illness and is unable to contribute to team performance.
4. Performance Target
   In respect of a Bonus Award, any Performance Target must relate to a period which is no longer than one financial year.
   In determining the amount of Bonus Award payable to any Participant, the Committee will consider the extent to which the relevant Performance Targets have been met. The Committee may, in its absolute discretion, take account of any other factors which the Committee considers to be relevant (including consideration of shareholder and broader stakeholder experience).
5. Basis of Calculation of Bonus Awards
   Bonus Awards to be made on achievement of the Performance Target shall be calculated as a specified percentage of Salary.

1. Nature of Bonus Awards
   Bonus Awards may take the form of cash or Bonus Shares, or a combination of cash and Bonus Shares, as the Committee may determine. A Bonus Award of Bonus Shares shall be deferred until the Release Date determined by the Committee. The Committee may determine that there shall be more than one Release Date in respect of a Bonus Award.
2. Maximum Award
   The maximum value of an annual award granted under the Plan (comprising Bonus Awards and Bonus Shares) to any Participant shall not exceed 200 per cent. of Salary.
3. Participant's preference
   The Committee may consult with any Participant before determining the type of Bonus Award to be made, but shall not be bound by any views expressed by the Participant.
4. Notification of Participants
   Participants shall be notified, in writing, that they have been selected for participation in the Plan. The notice shall include details of any Performance Target in respect of the Bonus Award, the date of grant of the conditional Bonus Award, the percentage of Salary, the nature of the Bonus Award and the Release Date. The notice shall also include details of any other conditions that are imposed in accordance with Rule 2.9 below.
5. Other Conditions
   The Committee may, in its discretion, impose any conditions applicable to Bonus Awards, Bonus Shares, and Dividend Accrued Shares, as it determines appropriate, including but not limited to conditions that it enable it to enforce any Shareholding Policy.
6. Variation
   Subject to Rule 10.2, the Committee may, at any time after giving notice of participation, vary its terms as regards the operation of the Plan generally or in respect of any Participant and specify any other terms applicable to the operation of the Plan.

3. STARTERS, LEAVERS AND RECONSTRUCTIONS AND TAKEOVERS

1. The Committee may permit an employee to join the Plan part way through a financial year, on the basis that the Bonus Award is either payable for the full year or pro-rated from the date of entry, at its discretion. The Participant shall be notified of the terms of participation accordingly.
2. If a Participant's role changes during the year and the new role will attract different Bonus Award terms, their performance targets and target and maximum Bonus Award opportunity may be adjusted to take account of that new role and the different Bonus Award terms. Any such adjustment will be pro-rated based on the time spent in each role. The Participant shall be notified of the terms of participation accordingly.
3. If a Participant is absent for any reason during a financial year, the Company reserves the right to calculate their Bonus Award on a pro-rata basis to exclude those months of service during the financial year in which the Participant was absent for a reason other than annual leave. However, each situation will be considered on a case-by-case basis by the Company (including the relevant managers and a member of the Human Resources team) in light of the reasons for the absence to ensure fairness and a