Mitchells & Butlers : The Rules of the Mitchells & Butlers Sharesave Plan

Rules of the Mitchells & Butlers Sharesave Plan

1 Definitions

1.1 Meanings of Words Used

In these Rules:

"Acquiring Company" is any company which has obtained Control of the Company or has become entitled and bound as mentioned in Rule 10.5 (Bound or entitled to acquire Shares) as a result of events specified in Rule 10.4 (Takeovers), Rule 10.6 (Company reconstructions) or Rule 10.9 (Non-UK Company Reorganisation Arrangements) or other group reorganisation or merger;

"Adoption Date" means [x];

"Associated Company" means an associated company of the Company within the meaning given to those words by paragraph 47(1) of Schedule 3 ITEPA;

"Bonus Date" means the date on which the bonus becomes payable under the terms of the relevant Savings Contract;

"Business Day" means a day on which the London Stock Exchange (or, if relevant and if the directors determine, any stock exchange nominated by the directors on which the Shares are traded) is open for the transaction of business;

"Company" means Mitchells & Butlers plc; "Constituent Companies" means:

1. the Company; and
2. any Subsidiary and any other company which is permitted under Schedule 3 to ITEPA to participate in the Plan and which, in both cases, is designated by the Directors as a Constituent Company;

"Contribution" means a contribution under a Savings Contract;

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

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

"Directors" means the board of directors of the Company or a duly authorised committee of it;

"Eligible Employee" means any person who satisfies the conditions set out below or who is an executive director or employee of a Constituent Company and is nominated by the Directors (or is nominated as a member of a category of such executive directors or employees). The conditions are that the person:

1. either is an employee of a Constituent Company, or is a director of a Constituent Company who is required to work for the Constituent Company for at least 25 hours a week (excluding meal breaks); and
2. has earnings in respect of his or her office or employment within paragraph (a) above which are general earnings (or would be if there were any) to which Section 15 of ITEPA applies and those general earnings are earnings for a tax year in which he or she is ordinarily resident in the United Kingdom; and

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1. has such qualifying period (if any) of continuous service with a Constituent Company (or an undertaking acquired by a Constituent Company) (not exceeding five years prior to the Date of Grant) as the Directors may from time to time determine;

"HMRC" means Her Majesty's Revenue and Customs;

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

"Key Feature" has the meaning given to that term by Paragraph 40B(8) of Schedule 3; "legislation" has the meaning given to it in Rule 1.4;

"London Stock Exchange" means London Stock Exchange plc or any successor body thereto;

"Market Abuse Regulation" means the Market Abuse Regulation (EU) 596/2016 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" has the meaning given to it in Rule 5.2;

"Mitchells & Butlers Share Incentive Plan" means the Mitchells & Butlers Share Incentive Plan as changed from time to time;

"Option" means a right to acquire Shares granted under the Plan which is subject to the Rules;

"Optionholder" means a person holding an Option including his or her legal personal representatives, in the case of a deceased Optionholder;

"Option Price" means the amount payable for each Share on the exercise of an Option calculated as described in Rule 5;

"Plan" means this plan known as "The Mitchells & Butlers Sharesave Plan" as changed from time to time;

"Relevant Event" has the meaning given in Rule 11.1;

"Restriction" in respect of any Shares has the meaning given to it in Paragraph 48(3) of Schedule 3 to ITEPA;

"Rules" means the rules of the Plan as changed from time to time;

"Savings Contract" means a contract under a certified contractual savings scheme, within the meaning of paragraph 24 of Schedule 3 to ITEPA, which is approved by the Company for the purposes of Schedule 3 to ITEPA, the terms of which must be the same for each Optionholder;

"SAYE Option Scheme" has the meaning given to that term by paragraph 49 of Schedule 3 to ITEPA;

"Schedule 3 SAYE Option Scheme" has the meaning give to the term by paragraph 1 of Schedule 3 to ITEPA;

"Share Option Scheme" means any employee share option scheme established by the Company;

"Shares" means fully paid ordinary shares in the capital for the time being of the Company which satisfy paragraphs 17 to 20 and paragraph 22 of Part 4 of Schedule 3 to ITEPA;

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"Subsidiary" means a company which is:

1. a subsidiary of the Company within the meaning of Section 1159 of the Companies Act 2006; and
2. under the Control of the Company; and

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

Where the context permits, the singular shall include the plural and vice versa and words of the masculine gender shall include the feminine and vice versa. Headings shall be ignored in construing the Plan.

References to:

1. any act of Parliament; or
2. any Extra Statutory Concession published by the Board of HMRC

shall include any modification, amendment or re enactment thereof.

1. Shares
   If any Shares which are subject to an Option cease to satisfy paragraphs 17 to 20 and paragraph 22 of Schedule 3 to ITEPA and the Directors resolve that they wish the Plan to no longer be a Schedule 3 SAYE Option Scheme, then the definition of "Shares" in Rule 1.1 is automatically changed to "fully paid ordinary shares in the capital of the Company".
2. Unapproved schedule
   The Directors may adopt an unapproved schedule (or schedules) for the purpose of granting unapproved options to employees employed outside the UK and primarily liable to tax outside the UK on terms which are appropriate to the jurisdiction in which the employee is employed on the Date of Grant or any other terms which the Directors consider appropriate. For the avoidance of doubt, neither the unapproved schedule (or schedules) nor its (or their) share options will form part of the Plan.
3. Schedule 3 SAYE Option Scheme
   This Plan is intended to be a Schedule 3 SAYE Option Scheme for the purposes of ITEPA 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 and Schedule 3 to ITEPA (the "legislation"), the legislation shall prevail.

2 Invitations

1. Operation
   The Directors have discretion to decide whether the Plan will be operated. When they operate the Plan they must invite all Eligible Employees to apply for an Option.
2. Time when invitations may be made
   2.2.1 Invitations may only be made within 42 days starting on any of the following:

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