Synthomer : Performance Share Plan rules showing the proposed change detailed in the Notice of the 2023 Annual General Meeting

Synthomer plc

SYNTHOMER PERFORMANCE SHARE PLAN

Approved by shareholders of the Company on 29 June 2011

Adopted by the Board of Directors of the Company on 29 June 2011

Amended by the Board of Directors of the Company on 27 April 2017

Amended by the Board of Directors of the Company with shareholder approval on 29 April 2020

The Plan is a discretionary benefit offered by Synthomer plc for the benefit of its group. Its main purpose is to increase the interest of the employees in Synthomer'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 Synthomer group.

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 2011 and the Remuneration Committee of the Board of Directors of Synthomer plc shall have the right to decide, in its sole discretion, whether or not further awards shall be granted in the future and to which employees those awards shall be granted.

The detailed rules of the Plan are set out overleaf.

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1. DEFINITIONS AND INTERPRETATION

1.1 In the Plan, unless the context otherwise requires: "Award" means an Option or a Conditional Award;

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

"Clawback" means an obligation to repay the amounts referred to in Rule 12.3 (Amount to be subject to Clawback);

"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 Synthomer plc (registered in England and Wales with registered number 00098381);

"Conditional Award" means a conditional right to acquire Shares granted under the Plan; "Control" means control within the meaning of section 719 of ITEPA;

"Dividend Equivalent" means a benefit calculated by reference to dividends paid on Shares as described in Rule 3.4;

"Early Vesting Date" means either:

1. the later of
2. 1. the date of cessation of employment or office of a Participant in the circumstances referred to in Rule 10.1 (Good leavers before the Normal Vesting Date); and
   2. early determination of any Performance Condition relating to such cessation; or
3. the date of notification referred to in Rule 11.1 (General offers), the date of the relevant event in Rule 11.2 (Schemes of arrangement and winding up) or the date of Vesting referred to in Rule 11.3 (Demergers and similar events);

"Exercise Period" means the period referred to in Rule 6.1 (Options) during which an Option may be exercised;

"Grant Date" means the date on which an Award is granted; "Group Member" 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 that Act) of a body corporate within paragraph (a) above and has been designated by the Board for this purpose; and

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1. 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;

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

"Listing Rules" means the Listing Rules published by the United Kingdom Listing Authority;

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

"Normal Vesting 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 amount, if any, payable on the exercise of an Option;

"Participant" means a person who holds an Award including his 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 Synthomer Performance Share Plan as amended from time to time;

"Post-Vesting Holding Period" means either:

1. a requirement imposed on the Participant to retain (on such basis as the Committee may prescribe from time to time) some or all of the net (i.e. after tax) Vested Shares; or
2. the deferral of the Normal Vesting Date

in either case to a date which is no later than the fifth anniversary of the Grant Date;

"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:

1. in relation to an Option, it becoming exercisable; and
2. in relation to a Conditional Award, a Participant becoming entitled to have Shares transferred to him (or his nominee) subject to the Rules;

and "Vesting" shall be construed accordingly; and

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

1. Any reference in the Plan to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted.
2. Where the context admits, a reference to the singular includes the plural and a reference to the male includes the female.
3. Expressions in italics and headings are for guidance only and do not form part of the Plan.

1. ELIGIBILITY
   An individual is eligible to be granted an Award only if he is an employee (including an executive director) of a Participating Company.
2. GRANT OF AWARDS

3.1 Terms of grant

Subject to Rule 3.6 (Timing of grant), Rule 3.7 (Approvals and consents) and Rule 4 (Limits), the Committee may resolve to grant an Award on:

1. the terms set out in the Plan; and
2. such additional terms (whether a Performance Condition and/or any other terms) as the Committee may specify

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

1. Type of Award
   On or before the Grant Date, the Committee shall determine whether an Award shall be an Option or a Conditional Award. 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.
2. Method of grant
   An Award shall be granted as follows:
3. 1. an Option or a Conditional Award shall be granted by deed executed by the Company; and
   2. if an Award is an Option, the Committee shall determine the Option Price (if any) on or before the Grant Date provided that the Committee may reduce or waive such Option Price on or prior to the exercise of the Option;
4. Dividend equivalents
   The Committee may decide on or before the grant of an Award that either:-
5. 1. a Participant (or his nominee) shall be entitled to receive a benefit determined by reference to the value of the dividends that would have been paid on the Vested Shares in respect of dividend record dates occurring during the period between the Grant Date and the date of Vesting or, if the Award is an Option in respect of which a Post-Vesting Holding Period applies, the earlier of the expiry of the Post-Vesting Holding Period and

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