Severfield : Resolution 4-draft amendments to PSP

Approved by shareholders of the Company on 6 September 2017

Adopted by the board of the Company on 27 September 2017

Amended by the Remuneration Committee on 1 May 2019

Amended by the Remuneration Committee on [ ] September 2023 following the approval of shareholder on [ ] September 2023

The Plan is a discretionary benefit offered by the Company for the benefit of 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. The Plan is an incentive for the employees' future performance and commitment to the goals of the Company.

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 Plan is being offered for the first time in 2017 and the remuneration committee of the board of the Company shall have the right to decide, in its sole discretion, whether or not further awards will be granted in the future and to which employees those awards will be granted.

The detailed rules of the Plan are set out overleaf.

Marked-up (in draft) to show changes proposed to be adopted in 2023

Draft (2): 25.05.23

Classification: Official

25

Classification: Official

Classification: Official

CONTENTS

Rule Page

1. DEFINITIONS AND INTERPRETATION 1

2. ELIGIBILITY 3

3. GRANT OF awards 3

4. LIMITS 5

5. VESTING OF AWARDS 6

6. Consequences of vesting 8

7. Exercise of options 9

8. Cash alternative 10

9. Lapse of Awards 12

10. Leavers 12

11. TAKEOVERS and other corporate events 13

12. ADJUSTMENT OF AWARDS 16

13. Clawback 16

14. ALTERATIONS 19

15. MISCELLANEOUS 20

SCHEDULE I: CASH CONDITIONAL AWARDS 22

SCHEDULE II: HOLDING PERIOD 23

Classification: Official

Classification: Official

Classification: Official

"Award" means a Conditional Award or an Option;

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

"Committee" means the remuneration committee of the Board or, on and after the occurrence of a corporate event described in Rule 11 (Takeovers and other corporate events), the remuneration committee of the Board as constituted immediately before such event occurs;

"Company" means Severfield plc (registered in England and Wales with registered number 1721262);

"Conditional Award" means a conditional right to acquire Shares which is designated as a conditional award by the Committee under Rule 3.2 (Type of Award);

"Control" means control within the meaning of section 995 of the Income Tax Act 2007;

"Clawback" means an obligation to repay the amounts referred to in Rule 13.3 (Amount to be subject to Clawback);

"Dividend Equivalent"means a benefit calculated by reference to dividends paid on Shares as described in Rule 3.4 (Dividend Equivalent at the discretion of the Committee);

"Early Vesting Date" means either:

"Exercise Period" means the period referred to in Rule 6.2 (Options) during which an Option may be exercised;

"FCA" means the Financial Conduct Authority;

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

"Group Member" means:

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

"Listing Rules" means the Listing Rules published by the FCA;

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

"NormalVesting Date" means the date on which an Award Vests under Rule 5.1 (Timing of Vesting: Normal Vesting Date);

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

"Option Price" means the nominal amount, if any, payable on the exercise of an Option;

"Participant" means a person who holds an Award including their personal representatives;

"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 3.1 (Terms of grant);

"Plan" means the Severfield Performance Share Plan 2017, as amended from time to time;

"Rule" means a rule of the Plan;

"Shares" means fully paid ordinary 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;

"Vest" means:

and Vesting shall be construed accordingly; and

"Vested Shares" means those Shares in respect of which an Award Vests.

An individual is eligible to be granted an Award only if they are an employee (including an executive director) of a Participating Company.

Subject to Rule 3.6 (Timing of grant), Rule3.7 (Approvals and consents) and Rule 4 (Limits), the Committee may resolve to grant an Award on:

to any person who is eligible to be granted an Award under Rule 2 (Eligibility).

A Performance Condition must apply in the case of the grant of an Award to an executive director of the Company.

On or before the Grant Date, the Committee shall determine whether an Award shall be a Conditional Award or an Option. If the Committee does not specify the type of an Award on or before the Grant Date then an Award shall be an Option with a nil Option Price.

An Award shall be granted as follows:

The Committee may decide on or before the grant of an Award that either:

Unless specified to the contrary by the Committee on the Grant Date, an Award may be satisfied:

The Committee may decide to change the way in which it is intended that an Award granted as a Conditional Award or an Option may be satisfied after it has been granted, having regard to the provisions of Rule 4 (Limits).

Subject to Rule 3.7 (Approvals and consents), an Award may only be granted:

but an Award may not be granted after 6 September 2027 (that is, the expiry of the period of 10 years beginning with the date on which the Plan is approved by the shareholders of the Company).

The grant of any Award shall be subject to obtaining any approval or consent required under the Listing Rules, any relevant share dealing code of the Company, the City Code on Takeovers and Mergers, or any other relevant UK or overseas regulation or enactment.

An Award granted to any person:

An Award shall not be granted in any calendar year if, at the time of its proposed Grant Date, it would cause the number of Shares allocated (as defined in Rule 4.3 (Meaning of "allocated")) in the period of 10 calendar years ending with that calendar year under the Plan and under any other employee share plan (i.e. all types of employee share plans: discretionary, all-employee or otherwise) adopted by the Company to exceed such number as represents 10 per cent. of the ordinary share capital of the Company in issue at that time.

An Award shall not be granted in any calendar year if, at the time of its proposed Grant Date, it would cause the number of Shares allocated (as defined in Rule 4.3 (Meaning of "allocated")) in the period of 10 calendar years ending with that calendar year under the Plan and under any other executive share plan (i.e. only discretionary share plans and not including all-employee plans) adopted by the Company to exceed such number as represents 5 per cent. of the ordinary share capital of the Company in issue at that time.

For the purpose of Rules 4.1 (10 per cent. in 10 years limit) and 4.2 (5 per cent. in 10 years limit):

For the purposes of Rule 4.3 (Meaning of "allocated"):

Treasury Shares shall cease to count as allocated Shares for the purposes of Rule 4.3 (Meaning of "allocated") if institutional investor guidelines cease to require such Shares to be so counted.

For the purpose of this Rule 4.6:

(i) an employee's salary shall be taken to be their base salary (excluding benefits in kind), expressed as an annual rate payable by the Participating Companies to them on the Grant Date (or such earlier date as the Committee shall determine). Where a payment of salary is made in a currency other than sterling, the payment shall be treated as equal to the equivalent amount of sterling determined by using any rate of exchange which the Committee may reasonably select; and

(ii)the market value of the Shares over which an Award is to be granted shall be taken to be an amount equal to the closing middle-market quotation of such Shares (as derived from the London Stock Exchange Daily Official List) on the dealing day before the Grant Date or, if the Committee so determines, the average of the closing middle market quotations during a period determined by the Committee not exceeding the period of 5 dealing days ending with the dealing day before the Grant Date provided such dealing day(s) do not fall within any period when dealings in Shares are prohibited under the Company's share dealing code.

Any Award shall be limited and take effect so that the limits in this Rule 4 are complied with.

No Shares may be issued or treasury Shares transferred to satisfy the Vesting of any Conditional Award or the exercise of any Option to the extent that such issue or transfer would cause the number of Shares allocated (as defined in Rule 4.3 (Meaning of "allocated") and adjusted under Rule 4.4 (Post-grant events affecting numbers of "allocated" Shares)) to exceed the limits in Rules 4.1 (10 per cent. in 10 years limit) and 4.2 (5 per cent in 10 years limit), except where there is a variation of share capital of the Company which results in the number of Shares so allocated exceeding such limits solely by virtue of that variation.

Subject to Rule 5.3 (Adjustments to extent of Vesting) and Rule 5.4 (Restrictions on Vesting: regulatory and tax issues), an Award shall Vest on the later of:

except where earlier Vesting occurs on an Early Vesting Date under Rule 10 (Leavers) or Rule 11 (Takeovers and other corporate events).

Subject to Rule 5.3 (Adjustments to extent of Vesting), an Award shall only Vest to the extent:

Where, under Rule 10 (Leavers) or Rule 11 (Takeovers and other corporate events), an Award would (subject to the satisfaction of any Performance Condition) Vest before the end of the full period over which performance would be measured under any Performance Condition then, unless provided to the contrary by the Performance Condition, the extent to which the Performance Condition has been satisfied in such circumstances shall be determined by the Committee on such reasonable basis as it decides.

Where, under Rule 10 (Leavers) or Rule 11 (Takeovers and other corporate events), an Award would (subject to any term or condition imposed on the Vesting of the Award other than a Performance Condition) Vest before the originally anticipated date of assessment of that other term or condition then, unless provided to the contrary by that term or condition, whether and, if relevant, the extent to which that term or condition has been satisfied in such circumstances shall be determined by the Committee on such reasonable basis as it decides.

An Award shall not Vest unless and until the following conditions are satisfied:

For the purposes of this Rule 5.4, references to Group Member include any former Group Member.

If a Participant will, or is likely to, incur any Tax Liability before the Vesting of an Award then that Participant must enter into arrangements acceptable to any relevant Group Member to ensure that it receives the amount of such Tax Liability. If no such arrangement is made then the Participant shall be deemed to have authorised the Company to sell or procure the sale of sufficient of the Shares subject to their Award on their behalf to ensure that the relevant Group Member receives the amount required to discharge the Tax Liability and the number of Shares subject to their Award shall be reduced accordingly.

For the purposes of this Rule 5.5, references to Group Member include any former Group Member.

The Participant authorises the Company to sell or procure the sale of sufficient Vested Shares on or following the Vesting of their Award on their behalf to ensure that any relevant Group Member or former Group Member receives the amount required to discharge any Tax Liability which arises on Vesting except to the extent that the Board decides that all or part of that Tax Liability shall be funded in a different manner.

On or as soon as reasonably practicable after the Vesting of a Conditional Award, the Board shall, subject to Rule 5.6 (Payment of Tax Liability) and any arrangement made under Rules 5.4(b) and 5.4(c), transfer or procure the transfer of the Vested Shares to the Participant (or a nominee for them).

An Option shall, subject to Rule 7.1 (Restrictions on the exercise of an Option: regulatory and tax issues), be exercisable in respect of Vested Shares during the period commencing on the date on which an Option Vests and expiring on the eve of the 10th anniversary of the Award's Grant Date (or such shorter period specified by the Committee on or prior to grant of the Award) subject to it lapsing earlier under Rule 10 (Leavers) or Rule 11 (Takeovers and other corporate events).

If an Option is not exercised during the last 30 days of the Exercise Period because of any regulatory restrictions referred to in Rule 7.1(a), the Committee may extend the period during which the Option may be exercised so as to permit the Option to be exercised as soon as those restrictions cease to apply for such limited period as the Committee determines appropriate.

The Committee, acting fairly and reasonably, may decide to exclude the value of all or part of a special dividend or any other dividend from the amount of the Dividend Equivalent.

The provision of the Dividend Equivalent to the Participant shall be made as soon as practicable after the issue or transfer of Vested Shares and:

An Option which has Vested may not be exercised unless the following conditions are satisfied:

For the purposes of this Rule 7.1, references to Group Member include any former Group Member.

An Option must be exercised to the maximum extent possible at the time of exercise unless the Committee decides that a Participant may exercise the Option in respect of such fewer number of Shares as it decides.

The Participant authorises the Company to sell or procure the sale of sufficient Vested Shares on or following the exercise of their Option on their behalf to ensure that any relevant Group Member receives the amount required to discharge any Tax Liability which arises on such exercise except to the extent that the Board decides that all or part of the Tax Liability shall be funded in a different manner.

As soon as reasonably practicable after an Option has been exercised, the Company shall, subject to Rule 7.4 (Payment of Tax Liability) and any arrangement made under Rules 7.1(b) and 7.1(c) (Restrictions on exercise: regulatory and tax issues), transfer or procure the transfer to them (or a nominee for them) or, if appropriate, allot to them (or a nominee for them) the number of Shares in respect of which the Option has been exercised.

An Option which has become exercisable shall lapse at the end of the Exercise Period to the extent it has not been exercised unless it lapses earlier under Rule 10 (Leavers) or Rule 11 (Takeovers and other corporate events).

Where an Option has been exercised or where a Conditional Award Vests and Vested Shares have not yet been allotted or transferred to the Participant (or their nominee), the Committee may determine that, in substitution for their right to acquire such number of Vested Shares as the Committee may decide (but in full and final satisfaction of their right to acquire those Shares), they shall be paid by way of additional employment income a sum equal to the cash equivalent (as defined in Rule 8.3 (Cash equivalent)) of that number of Shares in accordance with the following provisions of this Rule 8.

Rule 8.1 (Committee determination) shall not apply in relation to an Award made to a Participant in any jurisdiction where the presence of Rule 8.1 (Committee determination) would cause:

For the purpose of this Rule 8, the cash equivalent of a Share is:

Market value on any day shall be determined as follows:

As soon as reasonably practicable after the Committee has determined under Rule 8.1 (Committee determination) that a Participant shall be paid a sum in substitution for their right to acquire any number of Vested Shares:

If the Committee so decides, the whole or any part of the sum payable under Rule 8.4 (Payment of cash equivalent) shall, instead of being paid to the Participant in cash, be applied on their behalf:

and the Company shall allot or transfer to them (or their nominee) or procure the transfer to them (or their nominee) of the Shares so subscribed for or purchased.

There shall be deducted from any payment under this Rule 8 such amounts (on account of tax or similar liabilities) as may be required by law or as the Board may reasonably consider to be necessary or desirable.

An Award shall lapse:

If a Participant ceases to be a director or employee of a Group Member before the Normal Vesting Date by reason of:

then:

an Award in the form of an Option which Vests under (i) or (ii) above may, subject to Rule 7.1 (Restrictions on the exercise of an Option: regulatory and tax issues) and Rule 11 (Takeoversand other corporate events), be exercised in respect of the Vested Shares within the period of 12 months commencing on the date of Vesting (or, if shorter, until the expiry of the Exercise Period) and, to the extent that the Option is not exercised, it shall lapse at the end of that period.

If a Participant who holds an Option ceases to be a director or employee of a Group Member on or after the Normal Vesting Date for a reason specified in Rule 10.1 (Good leavers before the Normal Vesting Date) then, subject to Rule 7.1 (Restrictions on the exercise of an Option: regulatory and tax issues) and Rule 11 (Takeovers and other corporate events), that Option shall continue to be exercisable for a period of 12 months commencing on the date of cessation (or, if shorter, until the expiry of the Exercise Period) and, to the extent that the Option is not exercised, it shall lapse at the end of that period.

If a Participant ceases to be a director or employee of a Group Member for any reason other than those specified in Rules 10.1 (Good leavers before the Normal Vesting Date) then any Award held by them shall lapse immediately on such cessation.

A Participant shall not be treated for the purposes of this Rule 10 as ceasing to be a director or employee of a Group Member until such time as they are no longer a director or employee of any Group Member. If any Participant ceases to be such a director or employee before the Vesting of their Award in circumstances where they retain a statutory right to return to work then they shall be treated as not having ceased to be such a director or employee until such time (if at all) as they cease to have such a right to return to work while not acting as an employee or director.

The reason for the termination of office or employment of a Participant shall be determined by reference to Rules 10.1 (Good leavers before the Normal Vesting Date) to 10.5 (Meaning of ceasing employment) regardless of whether such termination was lawful or unlawful.

If a Participant dies following cessation of employment in circumstances where their Award did not lapse but it has not Vested by the time of their death, it shall Vest immediately on their death to the extent determined by reference to the time of cessation in accordance with Rule 10.1(ii).

An Award in the form of an Option that Vests under this Rule 10.6 may, subject to Rule 7.1 (Restrictions on the exercise of an Option: regulatory and tax issues)and Rule 11 (Takeovers and other corporate events), be exercised in respect of the Vested Shares within the period of 12 months commencing on the date of Vesting (or, if shorter, until the expiry of the Exercise Period) and, to the extent that the Option is not exercised, it shall lapse at the end of that period.

In the event that any person (or group of persons acting in concert):

then the Board shall, within 7 days of becoming aware of that event, notify every Participant of it and, subject to Rule 11.4 (Internal reorganisations), the following provisions shall apply:

(i) subject to Rule 5.4 (Restrictions on Vesting: regulatory and tax issues), all Awards shall Vest on the date of such event if they have not then Vested and Rule 11.5 (Corporate events: reduction in number of Vested Shares) shall apply; and

(ii) any Option may, subject to Rule 7.1 (Restrictions on the exercise of an Option: regulatory and tax issues), be exercised within one month of the date of such notification, but to the extent that an Option is not exercised within that period, that Option shall (regardless of any other provision of the Plan) lapse at the end of that period.

In the event that:

all Awards shall, subject to Rule 5.4 (Restrictions on Vesting: regulatory and tax issues) and Rule 11.4 (Internal reorganisations), Vest on the date of such event if they have not then Vested and Rule 11.5 (Corporate events: reduction in number of Vested Shares) shall apply.

If an event as described in this Rule occurs then an Option may, subject to Rule 7.1 (Restrictions on the exercise of an Option: regulatory and tax issues) and Rule 11.4 (Internal reorganisations), be exercised within one month of such event (or, if shorter, until the expiry of the Exercise Period), but to the extent that the Option is not exercised within that period, it shall (regardless of any other provision of the Plan) lapse at the end of that period.

If a demerger, special dividend or other similar event (the "Relevant Event") is proposed which, in the opinion of the Committee, would affect the market price of Shares to a material extent, then the Committee may, at its discretion, decide that the following provisions shall apply:

In the event that:

then the Committee, with the consent of the Acquiring Company, may decide before the obtaining of such Control that an Award shall not Vest under Rule 11.1 (General offers) or Rule 11.2 (Schemes of arrangement and winding up) but shall be automatically surrendered in consideration for the grant of a new award which the Committee determines is equivalent to the Award (including as to any Performance Condition and any other term or condition imposed on the Vesting of the Award) it replaces except that it will be over shares in the Acquiring Company or some other company.

The Rules will apply to any new award granted under this Rule 11.4 as if references to Shares were references to shares over which the new award is granted and references to the Company were references to the company whose shares are subject to the new award.

If an Award Vests under any of Rules 11.1 (General offers) to 11.3 (Demergers and similar events) after the holder of that Award has ceased to be an employee or director of a Group Member then Rule 10.4 (Leavers: reduction in the number of Vested Shares) shall take precedence over this Rule 11.5.

In the event of:

the Committee may make such adjustments as it considers appropriate under Rule 12.2 (Method of adjustment).

An adjustment made under this Rule shall be to one or more of the following:

An adjustment under Rule 12.2 (Method of adjustment) may have the effect of reducing the price at which Shares may be subscribed for on the exercise of an Option to less than their nominal value, but only if and to the extent that the Board is authorised:

so that on exercise of any Option in respect of which such a reduction shall have been made the Board shall capitalise that sum (if any) and apply it in paying up that amount.

This Rule 13 shall apply to Awards regardless of any other provisions of the Plan.

The Committee may decide at any time before the later of: (i) the third anniversary of the date on which an Award Vests; and (ii) publication of the Company's third set of audited accounts following the date on which an Award Vests (the "Discovery Period"), that the individual to whom the Award was granted (the "Relevant Individual") shall be subject to an obligation to repay the amounts referred to in Rule 13.3 ("Clawback") if:

The Discovery Period may be extended by the Committee for an additional period of two years, being therefore a total period of five years from the date on which an Award Vests or the publication of the Company's third set of audited accounts following the date on which an Award Vests, if an event occurs which the Committee determines could result in the operation of Clawback under (a) to (h) above and there is an ongoing investigation into the circumstances of such event. The Committee will notify any individuals to whom this may apply.

Any reduction made pursuant to Rule 13.4(a)(ii) and/or (iii) shall be made at such time or times as the Committee determines appropriate and which, in the case of unvested awards, shall be at the time they would otherwise ordinarily vest unless the Committee decides otherwise.

The Committee may decide at any time to reduce the number of Shares subject to an Award (including, if appropriate, reducing to zero) to give effect to any clawback or recovery and withholding provisions of any form and/or name contained in any incentive plan or any bonus plan operated by any Group Member. The value of the reduction shall be in accordance with the terms of the relevant provisions of the relevant plan or, in the absence of any such term, on such basis as the Committee, acting fairly and reasonably, decides is appropriate.

Except as described in Rule 14.2 (Shareholder approval) and Rule 14.4 (Alterations to disadvantage of Participants) the Committee may at any time alter the Plan or the terms of any Award.

Except as described in Rule 14.3 (Exceptions to shareholder approval), no alteration to the advantage of an individual to whom an Award has been or may be granted shall be made under Rule 14.1(General rule of alterations) to the provisions concerning:

without the prior approval by ordinary resolution of the members of the Company in general meeting.

Rule 14.2 (Shareholder approval) shall not apply to:

No alteration to the material disadvantage of Participants (other than a change to any Performance Condition or to any other term or condition imposed on the Vesting of an Award) shall be made under Rule 14.1 (General rule on alterations) unless:

The Committee may amend any Performance Condition or any other term or condition imposed on the Vesting of an Award without prior shareholder approval if:

The rights and obligations of any individual under the terms of their office or employment with any Group Member shall not be affected by their participation in the Plan or any right which they may have to participate in it. An individual who participates in the Plan waives any and all rights to compensation or damages in consequence of the termination of their office or employment for any reason whatsoever insofar as those rights arise or may arise from them ceasing to have rights under an Award as a result of such termination. Participation in the Plan shall not confer a right to continued employment upon any individual who participates in it. The grant of any Award does not imply that any further Award will be granted nor that a Participant has any right to receive any further Award.

In the event of any dispute or disagreement as to the interpretation of the Plan, or as to any question or right arising from or relating to the Plan, the decision of the Committee shall be final and binding upon all persons.

The exercise of any power or discretion by the Committee shall not be open to question by any person and a Participant or former Participant shall have no rights in relation to the exercise of or omission to exercise any such power or discretion.

All Shares allotted under the Plan shall rank equally in all respects with Shares then in issue except for any rights attaching to such Shares by reference to a record date before the date of the allotment.

Where Vested Shares are transferred to Participants (or their nominee), Participants shall be entitled to all rights attaching to such Shares by reference to a record date on or after the date of such transfer or release of such restrictions.

Any notice or other communication under or in connection with the Plan may be given:

Where a notice or document is sent to an eligible employee or Participant by ordinary or internal post, it shall be treated as being received 72 hours after it was put into the post properly addressed and, where relevant, stamped. In all other cases, the notice or document shall be treated as received when it is given. A notice or document sent to the Company shall only be effective once it is received by the Company, unless otherwise agreed by the Company. All notices and documents given or sent to the Company shall be given or sent at the risk of the sender.

No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan.

Benefits provided under the Plan shall not be pensionable.

The Plan and all Awards shall be governed by and construed in accordance with the law of England and Wales and the Courts of England and Wales have exclusive jurisdiction to hear any dispute.

SCHEDULE I

CASH CONDITIONAL AWARDS

The Rules of the Plan shall apply to a right (a "Cash Conditional Award") to receive a cash sum granted or to be granted under this Schedule I as if it was a Conditional Award, except as set out in this Schedule I. Where there is any conflict between the Rules and this Schedule I, the terms of this Schedule I shall prevail.

1. The Committee may grant or procure the grant of a Cash Conditional Award.

2. Each Cash Conditional Award shall relate to a given number of notional Shares.

3. On the Vesting of the Cash Conditional Award the holder of that Award shall be entitled to a cash sum which shall be equal to the "Cash Value" of the notional Vested Shares, where the Cash Value of a notional Share is the market value of a Share on the date of Vesting of the Cash Conditional Award. For the purposes of this Schedule, the market value of a Share on any day shall be determined in accordance with Rule 8.3 (Cash equivalent).

4. The cash sum payable under paragraph 3 above shall be paid by the employer of the Participant as soon as practicable after the Vesting of the Cash Conditional Award, net of any deductions (on account of tax or similar liabilities) as may be required by law.

SCHEDULE II

HOLDING PERIOD

The provisions of this Schedule II shall apply to Shares acquired or delivered on the Vesting or exercise of an Award granted on or after 19 June 2019 to an executive director (including a former executive director) of the Company and to any other individual that the Committee determines before the Grant Date of their Award.

In this Schedule II, unless otherwise stated, the words and expressions below have the following meanings:

"Holding Period" means the period starting on the date on which an Award Vests and ending on the earliest of the dates specified in paragraph 4 (Expiry of the Holding Period) of this Schedule II during which a Participant is required not to sell, transfer, assign or dispose of their Net Vested Shares in accordance with this Schedule II; and

"Net Vested Shares" means the Shares which Vest in connection with an Award and which are acquired or received by a Participant on Vesting of a Conditional Award or on exercise of an Option, in each case during the Holding Period, 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 Shares which Vest are sold to satisfy that Tax Liability, the number of Shares sold.

Subject to paragraph 3 (Permitted transfers during the Holding Period) of this Schedule II, a Participant to which this Schedule II applies is required:

For the avoidance of doubt, Net Vested Shares shall not be subject to any risk of forfeiture during the Holding Period other than to satisfy Clawback under Rule 13 (Clawback).:

Subject to the prior approval of the Board, the Participant may, during the Holding Period, transfer or assign some or all of their Net Vested Shares to any other person approved by the Board (the "transferee"), provided that the transferee has agreed to comply with this Schedule II, any other terms and conditions imposed by the Board and the decisions of the Board and the transferee agrees not to sell, transfer, assign or dispose of those Net Vested Shares until the expiry of the Holding Period.

The Board may allow a Participant to sell, transfer, assign or dispose of some or all of their Net Vested Shares before the end of the Holding Period, subject to any terms and conditions that the Board specifies.

The Holding Period shall expire on the earliest of:

Net Vested Shares shall cease to be subject to any restrictions under this Schedule 4 once the Holding Period has expired.

Nothing in this Schedule II shall remove and/or reduce any additional requirements that may apply to the Participant under the Company's share ownership guidelines.

Classification: Official

Classification: Official

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Classification: Official