Remuneration Information • Nov 6, 2025
Remuneration Information
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Adopted by the Board of the Company on [●] 2025 pursuant to shareholder approval on [●] 2025
| Clause | Page | |
|---|---|---|
| 1 | Definitions and interpretation | 1 |
| 2 | Eligibility | 3 |
| 3 | Grant of Awards | 3 |
| 4 | Performance Underpin | 5 |
| 5 | Plan limits | |
| 6 | Vesting of Awards | 7 |
| 7 | Consequences of Vesting | 8 |
| 8 | Restrictions on Vesting | |
| 9 | Cash alternative | 10 |
| 10 | Malus and Clawback | 11 |
| 11 | Operation of Malus and Clawback | 12 |
| 12 | Leavers | 13 |
| 13 | Takeovers and other corporate events | 15 |
| 14 | Adjustment of Awards | 17 |
| 15 | Amendments | 17 |
| 16 | Overseas Plans | 18 |
| 17 | Employment rights | 18 |
| 18 | Miscellaneous | 19 |
1.1 In this Plan, unless the context otherwise requires:
Adoption Date means the day on which the Plan is adopted by the Company in general meeting
Award means a conditional right to acquire Shares granted under the Plan
Award Acceptance means an acceptance signed by the Participant indicating that they agree to the Rules and in particular Rule 8 (Restrictions on Vesting) and Rules 10 (Malus and Clawback) and 11 (Operation of Malus and Clawback)
Bad Leaver means a Participant ceasing to be a director or employee of a Group Company in circumstances in which that Participant neither dies nor is a Good Leaver
Board means the board of directors of the Company or a duly authorised committee of the Board (which includes the Committee) 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 13 (Takeovers and other corporate events), the remuneration committee of the Board as constituted immediately before such event occurs
Company means Associated British Foods plc (registered in England and Wales with registered number 00293262)
Control means control within the meaning of section 995 of the Income Tax Act 2007
Dealing Day means any day on which the London Stock Exchange is open for the transaction of business
Directors' Remuneration Policy means the applicable directors' remuneration policy approved by the shareholders of the Company
Dividend Equivalent means a benefit calculated by reference to dividends paid on Shares as described in Rule 3.6 (Dividend Equivalent)
Eligible Employee means an employee (including an executive director) of a Group Company
Employees' Share Scheme means an employees' share scheme adopted by a Group Company where participation is offered to employees of one or more Group Companies
Financial Year means a financial year of the Company within the meaning of section 390 of the Companies Act 2006
Good Leaver means a Participant who ceases to be a director or employee of a Group Company as a result of:
Grant Date means the date on which an Award is granted
Group Company means the Company and any Subsidiary of the Company and for the purposes of Rules 8.3 (Payment of Tax Liability), 17 (Employment rights) and 18 (Miscellaneous), references to Group Company include any former Group Company, and Group shall be construed accordingly;
Holding Period means such period, if any, from the Vesting Date, as may be specified by the Committee under Rule 3.1(e) (Terms on grant) during which the Vested Shares may only be sold or transferred in accordance with Rule 7.2 (Holding Period)
ITEPA means the Income Tax (Earnings & Pensions) Act 2003
Listing Rules means the Listing Rules published by the Financial Conduct Authority or any successor body
London Stock Exchange means London Stock Exchange plc or any successor to that company
MAR means the Market Abuse Regulation (EU) 596/2014, as retained in UK law as "UK MAR" following the UK leaving the European Union, and any accompanying implementation measures and guidance
Market Value on any day shall be determined to be an amount equal to the market value of a Share on the Dealing Day immediately before the relevant date or by reference to an averaging period, as determined by the Committee
Participant means a person who holds an Award including their personal representatives and, for the purposes of Rule 9 (Cash alternative), Participant shall include a person who has held Awards which have Vested
Performance Underpin means the performance underpin (if any) that will be considered by the Committee at the time of Vesting of an Award under Rule 4.1 (Imposition of Performance Underpin), as determined by the Committee
Plan means the Associated British Foods plc 2025 Restricted Share Plan as constituted by these Rules and as amended from time to time
Plan Period means the period starting on the Adoption Date and ending on the day before the tenth anniversary of that 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, employee's social security contributions or other similar charges for which a Participant would or may be liable and for which any Group Company or former Group Company would or may be obliged to (or would or may suffer a disadvantage if it were not to) account to any relevant authority, together with any related fines, penalties and interest
Variation means in relation to the equity share capital of the Company a capitalisation issue, a rights issue or open offer, a subdivision, a consolidation, reduction or other variation or any
special dividend or dividend in specie, demerger or such other circumstances which affect the market price of Shares to a material extent as the Committee may determine
Vest means a Participant becoming entitled to have Shares issued or transferred to them (or their nominee) without any further action by the Participant and Vested and Vesting shall be construed accordingly
Vested Shares means those Shares in respect of which an Award Vests
Vesting Date means the date when an Award normally Vests being such date as may be specified by the Committee under Rule 3.1 (Terms on grant).
An individual is eligible to be granted an Award in any Financial Year of the Company only if they are an Eligible Employee (and not under notice of cessation of employment) at the time of the grant of an Award.
Subject to Rules 3.4, 3.5 and 3.8, the Committee may resolve that an Award should be granted and determine the terms of the Award in its absolute discretion, including:
to any Eligible Employee who is eligible to be granted an Award under Rule 2 (Eligibility) and has been selected by the Committee in its discretion.
Awards granted to executive directors of the Company will be granted in accordance with the terms of the Directors' Remuneration Policy, including any Holding Period or Performance Underpin(s) prescribed therein.
It is a condition of the grant of any Award that the Participant signs an Award Acceptance declaring an irrevocable agreement to the Rules and, in particular, Rules 8 (Restrictions on Vesting), 10 (Malus and Clawback) and 11 (Operation of Malus and Clawback). Participants will be taken to have signed an Award Acceptance if they indicate their acceptance via an online
portal or by any other method of electronic signature. If a Participant fails to sign the Award Acceptance within 30 days of the Grant Date, their Award shall lapse, unless the Committee determines otherwise.
if Awards cannot be granted under (i) or (ii) due to restrictions on the grant of Awards under Rule 3.8, the Dealing Day after the day on which any such restrictions are lifted.
(a) An Award shall be granted so that it constitutes a binding contract between the Company and the Participant.
(b) The Committee shall, as soon as reasonably practicable after the Grant Date, issue to each Participant an award certificate or other confirmation containing details of the Award.
If the Award carries the right to a Dividend Equivalent, then the Participant shall receive as soon as practicable after the issue or transfer of Vested Shares (or payment of a cash sum in accordance with Rule 9 (Cash alternative)) cash and/or Shares (as determined by the Committee) of a value determined by reference to the dividends that would have been paid on their Vested Shares in respect of dividend record dates occurring during the period between the Grant Date and the Vesting Date (or, at the discretion of the Committee, during the period commencing at the start of the Financial Year in which the Award was granted and ending on the Vesting Date).
The Committee shall decide the basis on which the value of such dividends shall be calculated. In giving effect to this Rule 3.6, the Committee shall have complete discretion to decide the basis on which the Dividend Equivalent should be calculated or paid.
Subject to Rule 9 (Cash alternative), unless specified otherwise by the Committee on or before the Grant Date, an Award may be satisfied by:
No Award shall be granted to any Eligible Employee at any time when the grant of an Award to that Eligible Employee is prohibited under the Listing Rules, any relevant share dealing code of the Company, the City Code on Takeovers and Mergers, MAR or any other UK or overseas regulation or enactment.
An Award granted to any person shall lapse immediately if:
When granting an Award, the Committee shall decide whether to impose a Performance Underpin. All Awards granted to executive directors of the Company will be subject to a Performance Underpin if and when so required by the Directors' Remuneration Policy.
If an event occurs which causes the Committee to consider that the Performance Underpin, or any condition imposed pursuant to Rule 3.1(f) (Terms on grant), subject to which the outstanding Award has been granted is no longer appropriate, the Committee may substitute or vary the Performance Underpin or the condition in such manner (and make such consequential amendments to the Rules) as it considers appropriate in its discretion and the outstanding Award shall then take effect subject to the Performance Underpin or the condition as so substituted or varied.
The Committee shall, as soon as reasonably practicable, notify the Participant concerned of any substitution or variation of the Performance Underpin under Rules 4.2 and explain how it affects their position under the Plan.
The number of Shares which may be allocated, as defined in Rule 5.4, under the Plan on any day shall not, when added to the aggregate of the number of Shares which have been allocated in the previous 10 years under the Plan and any other Employees' Share Scheme adopted by the Company, exceed that number of Shares that represents 10% of the ordinary share capital of the Company in issue immediately prior to that day.
The number of Shares which may be allocated, as defined in Rule 5.4, under the Plan on any day shall not, when added to the aggregate of the number of Shares which have been allocated in the previous 10 years under the Plan and any other Employees' Share Scheme adopted by the Company which is a discretionary share plan, exceed that number of Shares that represents 5% of the ordinary share capital of the Company in issue immediately prior to that day.
In calculating the limits in Rules 5.1 and 5.2, where:
such Shares will be disregarded.
References to allocated Shares mean, in the case of any share option plan, the placing of unissued shares under option and, in relation to other types of Employees' Share Scheme, means the issue and allotment of Shares or transfer of Shares out of treasury (including any issue and allotment of Shares, or transfer of Shares out of treasury, to any trustees to satisfy the exercise of any option, award or contractual right granted under any Employees' Share Scheme unless such Shares are already treated as allocated under this Rule 5.4). However treasury shares shall cease to count as "allocated" for the purpose of Rule 5.4 if institutional investor guidelines cease to require them to be counted.
Where Shares which have been issued under the Plan or any other Employees' Share Scheme of the Company are to be taken into account for the purposes of the limits in Rule 5.1 and 5.2 and a Variation has taken place between the date of issue of those Shares and the date on which the limit is to be calculated, then the number of Shares taken into account for the purposes of the limit will be adjusted in the manner the Committee considers appropriate to take account of the Variation.
Any Award shall be limited and take effect so that the limits in this Rule 5 are complied with.
An Award shall Vest on the third anniversary of the Grant Date (or such earlier or later date(s) as may be determined by the Committee to be the Vesting Date in respect of the Award, or a part of the Award, when the Award is granted) except where earlier Vesting occurs under Rule 12 (Leavers) or Rule 13 (Takeovers and other corporate events).
The Committee will have absolute discretion to determine:
If the Committee determines that an Award will not Vest (in whole or in part) due to the Performance Underpin not being satisfied, the Award will lapse to the extent that it does not Vest.
Prior to a Vesting Date, the Committee retains the absolute discretion to reduce the number of Shares subject to an Award that would otherwise Vest (including to zero) on an individual Participant by Participant basis where either:
(a) any of the circumstances set out in Rule 10.2 (Circumstances in which malus and/or clawback may be applied) occur,
and the Award will lapse to the extent of any such reduction.
The determination of the Committee under Rule 6.2 and/or Rule 6.3 above shall be final and binding (save in the case of manifest error), and the Company and the Committee shall be under no liability to any person by reason of such determination.
Within 30 days of the Vesting Date of an Award (or as soon as reasonably practicable thereafter), the Board shall, subject to Rule 8.1 (Regulatory and tax issues) and Rule 8.3 (Payment of Tax Liability), procure the issue or transfer of the Vested Shares to the Participant (or a nominee for the Participant).
(d) Vested Shares will not be subject to any risk of forfeiture during the Holding Period other than in connection with the operation of Rule 11 (Operation of Malus and Clawback).
The provision of Dividend Equivalents to a Participant shall be made as soon as practicable after the issue or transfer of Vested Shares and:
An Award shall not Vest unless and until the following conditions are satisfied:
For the purposes of this Rule 8.1, references to Group Company include any former Group Company.
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 Company 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 Company 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 8.2, references to Group Company include any former Group Company.
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 Company or former Group Company receives the amount required to discharge the Tax Liability which arises on Vesting except to the extent that the Committee decides that all or part of the Tax Liability shall be funded in a different manner.
Unless the Committee determines otherwise, an Award shall not vest (and no dividend equivalent under the provisions of Rule 7.3 shall be paid, whether in cash or Shares) while a Participant is subject to a regulatory investigation process and/or formal disciplinary process (or similar), or where a Participant has been served with notice that such a process may be instigated without such notice having been rescinded, and vesting shall (subject to the Award lapsing to any extent prior to or as a result of the conclusion of such process pursuant to Rule 10, Rule 11 or Rule 12) be delayed until the conclusion of such process.
Where an Award Vests and Vested Shares have not yet been issued 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 a sum equal to the cash equivalent (as defined in Rule 9.3) of that number of Shares in accordance with the following provisions of this Rule 9.
For the purpose of this Rule 9, the cash equivalent of a Share is the Market Value of a Share on:
each such date being a Relevant Date.
As soon as reasonably practicable after the Relevant Date the Company shall pay to the Participant or procure the payment to them of the sum payable under Rule 9.3.
There shall be deducted from any payment under this Rule 9 such amounts (on account of tax or similar liabilities) as may be required by law or as the Committee may reasonably consider to be necessary or desirable.
This Rule 10.2 applies in relation to an Award if the Committee, in its discretion, determines that any of the following circumstances exist or have existed:
Except where stated to apply from an earlier time, the circumstances referred to above will apply if they have occurred at any time on or after the start of the Financial Year in which the Grant Date falls.
This Rule 10.3 applies in relation to an Award if the Committee, in its discretion, determines that, if the circumstances mentioned in Rule 10.2 had existed, and the Committee had been fully aware that they existed, at the Grant Date or, in the case of an Award that has already Vested, at the date of Vesting, then:
The Committee may make a determination in relation to an Award under Rule 10.3 at any time between the Award's Grant Date and the second anniversary of its Vesting Date.
If an investigation into the conduct or actions of any Participant or any Group Company has started before the second anniversary of the Vesting Date of an Award, the Committee may, in its absolute discretion, determine that the provisions of Rules 10 and 11 may be applied to an Award until such later date as the Committee may determine to allow that investigation to be completed.
This Rule 11 applies to an Award if the Committee has made a determination under Rule 10.3 in relation to that Award.
If, at the date of the determination under Rule 10.3, the Award has not yet Vested, the Committee may cancel the Award or reduce it by such number of Shares as the Committee considers to be fair and reasonable, taking account of all circumstances that the Committee considers to be relevant.
If, at the date of the determination under Rule 10.3, the Award has Vested, the Committee may determine an amount to be clawed back (Clawback Amount) in relation to the Award.
The Clawback Amount shall be such amount as the Committee considers to be fair and reasonable, taking account of all circumstances that the Committee considers to be relevant, but shall not be more than the greater of:
If the Participant has paid or is liable to pay any income tax or National Insurance contributions in relation to the Award or the Shares and which cannot be recovered from or repaid by the relevant tax authority (whether directly or indirectly), the Committee may in its discretion decide to reduce the Clawback Amount to take account of this amount. In deciding whether to reduce the Clawback Amount, the Committee shall take account of such factors it thinks fit, which may include market practice, corporate governance rules and guidelines, and the expectations of shareholders.
For the avoidance of doubt, the Committee is not obliged to determine a Clawback Amount in relation to any particular Award, even if the Committee does determine a Clawback Amount in relation to other Awards that were held by the same or other Participants which had the same Grant Date or Vesting Date.
The Participant shall reimburse the Company for the Clawback Amount, in any way acceptable to the Committee, on or as soon as possible after the Committee determines a Clawback Amount in relation to the Award. If the Participant fails to reimburse the Company within 30 days after the determination, the Company shall obtain reimbursement from the Participant in any (or any combination) of the following ways:
The Vesting of Awards pursuant to Rules 12.2, 12.3 and 12.5 shall be subject to Rule 8 (Restrictions on Vesting) and Rule 13 (Takeovers and other corporate events).
The number of Shares in respect of which an Award shall Vest under Rule 12.3(a)(i) shall be determined by the Committee having regard to:
Unless the Committee determines otherwise, if an Award is subject to a Holding Period and a Participant ceases to be a director or employee of a Group Company during the Holding Period (save as a result of the death of the Participant) the Vested Shares will continue to be subject to the Holding Period.
A Participant shall be treated for the purposes of this Rule 12 as ceasing to be a director or employee of a Group Company on either:
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 this Rule 12, regardless of whether such termination was lawful or unlawful.
the Committee shall, within seven days of becoming aware of that event, notify every Participant of it and all Awards shall Vest (in accordance with (b) below) on the date of such event if they have not then Vested.
(b) Unless the Committee has already made a determination in respect of an Award held by a Good Leaver pursuant to Rule 12.4(b), the number of Shares in respect of which the Award Vests in accordance with (a) above shall be determined by the Committee
by reference to the period of time that has elapsed since the Grant Date until the date of the relevant event (except that the Committee may decide not to pro rate the Award (or pro rate it to a lesser extent) if it regards it inappropriate to do so in the particular circumstances).
the Committee shall, within seven days of becoming aware of that event, notify every Participant of it and all Awards shall Vest (in accordance with (b) below) on the date of such event if they have not then Vested.
(b) Unless the Committee has already made a determination in respect of an Award held by a Good Leaver pursuant to Rule 12.4(b), the number of Shares in respect of which the Award Vests in accordance with (a) above shall be determined by the Committee by reference to the period of time that has elapsed since the Grant Date until the date of the relevant event (except that the Committee may decide not to pro rate the Award (or pro rate it to a lesser extent) if it regards it inappropriate to do so in the particular circumstances).
If:
then, unless the Committee determines otherwise, an Award shall not Vest under Rule 13.2 or Rule 13.3 but shall be automatically surrendered in consideration for the grant of a new award which the Committee determines is equivalent to the Award it replaces, except that it will be over shares in the New Company or some other company.
The Rules will apply to any new award granted under this Rule 13.5 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. Any Holding Period shall continue to apply to the new award unless otherwise determined by the Committee.
In the event of a Variation the Committee may make such adjustments as it considers appropriate to the number of Shares comprised in an Award.
Except as described in Rule 15.2 and 15.3, the Committee may at any time amend the Plan or the terms of any Award.
Without the prior approval of the Company in a general meeting, no amendment to the Plan which is to the advantage of a Participant or an Eligible Employee may be made if such amendment relates to:
(i) an amendment which is of a minor nature and benefits the administration of the Plan; or
(ii) an amendment which is necessary or desirable in order to take account of a change in legislation, including overseas legislation, or to take advantage of any change of legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for the Participant, the Company or some other Group Company.
No amendment to the material disadvantage of Participants shall be made under Rule 15.1 unless:
The Committee may establish sub-plans or schedules to the Plan, with any such sub-plan or schedule to be similar to the Plan but modified for operation in other jurisdictions to take account of local tax, exchange controls or securities laws and provided that any Shares made available under such further sub-plans or schedules are treated as counting against the limits on individual and overall participation in the Plan.
The rights and obligations of any Participant under the terms of their office or employment with the Company (or any Group Company or former Group Company) shall not be affected by being a Participant. Nothing in this Plan confers upon the Participant any right to continue in the employment of the Company (or any Group Company or former Group Company), or will affect the right of the Company (or any Group Company or former Group Company) to terminate the employment of the Participant.
The value of any benefit realised under the Plan by Participants shall not be taken into account in determining any pension or similar entitlements.
Participants shall have no rights to compensation or damages from the Company, any Group Company or any former Group Company on account of any loss in respect of Awards where such loss arises (or is claimed to arise), in whole or in part, from:
the Company, any Group Company or any former Group Company. This exclusion of liability shall apply however termination of office or employment, or the giving of notice, is caused and however compensation or damages may be claimed.
Participants shall have no rights to compensation or damages from the Company, any Group Company or any former Group Company on account of any loss in respect of Awards where such loss arises (or is claimed to arise), in whole or in part, from:
This exclusion of liability shall apply however the change of status of the relevant Group Company, or the transfer of the relevant business, is caused, and however compensation or damages may be claimed.
The granting of an Award on a particular basis or to a particular Participant in any year does not create any right or expectation of the grant of Awards on the same basis, or at all, or to any particular individual in that or any subsequent year.
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.
Where Vested Shares are issued or 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 issue or transfer.
Any notice or other communication under or in connection with the Plan may be given:
No third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Plan, save for any company whose shares are subject to any new award under Rule 13.5 (Compulsory rollover of Awards).
As part of the Plan, the Company will process personal data about Participants from time to time. The Company will process such personal data in accordance with applicable data protection legislation and in accordance with its Privacy Notices issued to employees.
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.
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