Vesuvius : Rules of Vesuvius Share Plan

CLIFFORD CHANCE LLP

Amendment of the Vesuvius Share Plan rules - to be tabled as a resolution at the Vesuvius plc AGM to be held on 18 May 2023

VESUVIUS PLC

THE VESUVIUS SHARE PLAN

Adopted by the board of the Company on 1 March 2022

Approved by shareholders of the Company on 18 May 2022

Amended by the Committee on 25 October 2022

With amendments for approval by shareholders of the Company on 18 May 2023

1. DEFINITIONS AND INTERPRETATION

1.1 In the Plan, unless the context otherwise requires: "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, or any successor entity;

"Bonus" means a benefit payable under a discretionary bonus arrangement operated by a Participating Company;

"Cash Conditional Award" has the meaning set out in Rule 8.6;

"Committee" means the remuneration committee or any of committee of the Board appointed by the Board for the purposes of the Plan, a sub-committee or an individual appointed by such committee or, on and after the occurrence of a corporate event described in Rule 11, the committee of the Board or such sub-committee as constituted immediately before such event occurs;

"Company" means Vesuvius plc (registered in England and Wales with registered number 8217766);

"Conditional Award" means a conditional right to acquire Shares granted under the Plan;

"Control" means control within the meaning of section 719 of ITEPA;

"Deferred Share Bonus Award" means an Award which represents a deferred Bonus and which may only be granted to an individual who has been awarded a Bonus by a Participating Company;

"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 date of cessation of employment of a Participant in the circumstances referred to in Rule 10.1; or
2. a date of notification referred to in Rule 11.1, the date of the relevant event referred to in Rule 11.2 or the date of Vesting referred to in Rule 11.3;

"Exercise Period" means the period referred to in Rule 6.2 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
3. 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;

and, for the purposes of Rule 5.3, 5.4 and 7.1, includes former Group Members.

"Holding Period" means any period during which the Schedule will apply;

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

"Listing Rules" means the Listing Rules published by the UK Listing Authority;

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

"Market Value" on any day means

1. where Shares are quoted on the Daily Official List of the London Stock Exchange, an amount equal to the middle-market quotation of a Share (as derived from the London Stock Exchange Daily Official List) on the dealing day before the Grant Date or such other date determined by the Committee or, if the Committee so determines, the average of the middle market quotations during a period not exceeding the 30 days before the Grant Date or such other date determined by the Committee provided such dealing day(s) do not fall within any period when dealings in Shares are prohibited under the Company's share dealing code; or
2. if Shares have not been admitted to the Daily Official List of the London Stock Exchange, the market value of a Share determined in accordance with the provisions of Part VIII of the Taxation of Chargeable Gains Act 1992;

"Normal Vesting Date" means the date on which an Award Vests under Rule 5.1;

"Option" means a right to acquire Shares under the Plan which is designated as an option by the Committee under Rule 3.2;

"Option Price" means the 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;

"Performance Period" means the period over or during which the Performance Condition shall be measured by the Committee;

"Performance Share Award" means an Award to which one or more Performance Conditions apply;

"Plan" means the Vesuvius Share Plan as amended from time to time;

"Restricted Share Award" means an Award which is not subject to Performance Conditions;

"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 1162 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;

"US Code" means the US Internal Revenue Code of 1986;

"US Participant" means (1) a US citizen, (2) a US resident or (3) a non-resident alien of the US, but in the case of a non-resident alien, only with respect to the portion of an Award that is taxable in the US and subject to section 409A of the US Code;

"Vest" means:

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

and Vesting and Vested Shares shall be construed accordingly.

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. Expressions in italics and headings are for guidance only and do not form part of the Plan.

2. ELIGIBILITY

2.1 Performance Share Awards

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