Mitchells & Butlers : The Trust Deed and Rules of the Mitchells & Butlers Share Incentive Plan

MITCHELLS & BUTLERS PLC

TRUST DEED AND RULES

OF THE

MITCHELLS & BUTLERS SHARE INCENTIVE PLAN

EUROPE-LEGAL-261589002/2132459-0012

Table of Contents

Trust Deed and Rules of the Mitchells & Butlers

Share Incentive Plan

This Trust Deed and Rules of the Mitchells & Butlers Share Incentive Plan are made as a deed on 6 June 2003 between:

1. Mitchells & Butlers plc; and
2. Equiniti Share Plan Trustees Limited.

The Plan was originally approved and established by a resolution of the Board passed on 12 April 2003.

The Plan was renewed by a resolution of the Board passed on 7 March 2013 and by a resolution of the Shareholders on 31 January 2013.

The Plan was further renewed on:

• 19 March 2015 to incorporate amendments made to the Plan with effect on and from 17 July 2013 by virtue of section 14 and Schedule 2 to the Finance Act 2013;
• with effect on and from 6 April 2014 by virtue of section 51 and Schedule 8 to the Finance Act 2014; and
• 19 August 2016 to incorporate amendments made to the Plan with effect on and from the same date to reflect the provisions of the Market Abuse Regulation which came into force on 3 July 2016.

The Plan was renewed by a resolution of the Board passed on [•] 2023 and by a resolution of the Shareholders on [•] 2023.

The Plan has effect from the date of formal approval of the Plan by Shareholders.

Part A - Definitions

1 Definitions and Interpretation 1.1. Definitions

In the Plan, the following words and expressions shall bear, unless the context otherwise requires, the meanings set forth below:

"Accumulation Period" means the period during which a Participant's Contributions are held prior to their application by the Trustees in acquiring Partnership Shares and which shall not be longer than the period specified in paragraph 51(1) of Schedule 2 (currently 12 months).

"Adoption Date" means the date of adoption of the Plan by the Company in general meeting.

"Associated Company" has the meaning given by Paragraph 94 of Schedule 2.

"Associated Plan" means any Schedule 2 SIP established by the Company or an Associated Company.

"Award Day" means the date on which Free Shares or Matching Shares are awarded under the Plan.

"Award System" means the system of calculating the number of Free Shares to be awarded from time to time, adopted by the Directors and which satisfies paragraph 9 of Schedule 2 (participation on same terms).

"the Company" means Mitchells & Butlers plc.

"Contributions" means deductions from a Participant's Salary for the purpose of acquiring Partnership Shares.

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

"Dividend Shares" means Shares which the Trustees acquire by reinvesting some or all of Participants' cash dividends from their Plan Shares or, if the context so requires, any New Shares issued or otherwise representing such Shares.

"Employee" means an employee of a Participating Company.

"Employment" means employment by the Company or any Associated Company.

"Free Shares" means Shares awarded to Participants without payment or, if the context so requires, any New Shares issued or otherwise representing such Shares.

"Holding Period" means the period for holding Free Shares, Matching Shares and Dividend Shares in the Plan.

"ITA" means the Income Tax Act 2007.

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

"ITTOIA" means the Income Tax (Trading and Other Income) Act 2005.

"The London Stock Exchange" means the 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" means, on any day where Shares are admitted to the Official List of the UK Listing Authority and traded on the London Stock Exchange, the mid-market closing price derived from the Daily Official List of the London Stock Exchange on the preceding day and, where Shares are not so admitted, the meaning it has by virtue of Part VIII of the Taxation of Chargeable Gains Act 1992 and agreed in advance with the HMRC Shares and Assets Valuation. Where the Shares are subject to a Restriction or risk of forfeiture, the Market Value shall be determined without reference to that Restriction or risk.

"Matching Shares" means Shares awarded without payment in proportion to any Partnership Shares allocated to Participants or, if the context so requires, any New Shares issued or otherwise representing such Shares.

"Method 1" means the method described in paragraph 41 of Schedule 2.

"Method 2" means the method described in paragraph 42 of Schedule 2.

"New Shares" has the meaning given by paragraph 87(7) of Schedule 2 to the Act.

"Participant" means any Employee who has joined the Plan.

"Participating Company" means an employer participating in the Plan, being the Company, any Subsidiary and any other company which may participate under Schedule 2 and which is so designated by the Directors.

"Partnership Shares" means Shares which the Trustees allocate to Participants in respect of their Contributions or, if the context so requires, any New Shares issued or otherwise representing such Shares.