C&C Group Plc

Share Issue/Capital Change • Jun 16, 2025

---

date: 2025-06-16 08:42:00+00:00
processor: python-docx+mammoth
status: success

---

RUles

OF THE

C&C GROUP Plc (ROI) SAvE AS YOU EARN PLAN

Board of Directors	20 May 2025
Shareholders’ Approval:	[●] 2025
Expiry Date:	[●] June 2035
Revenue Unique Reference Number:	[●]

CONTENTS

CLAUSE PAGE

1. Meanings of words used 1

2. Purpose 3

3. Invitations 3

4. Applications for Options 5

5. Scaling down applications 5

6. Granting Options 6

7. Plan limit 7

8. Other terms applicable to Options 8

9. Exercise of Options – general rules 8

10. Satisfaction of Options 9

11. Leavers 10

12. Company events 11

13. Exchange of Options 12

14. Variations in share capital 13

15. General 14

16. Administration 16

17. Changing the Plan and termination 16

18. Governing law 17

C&C Group PLC (ROI) Save As You Earn Plan Rules

1. Meanings of words used
2. In these rules:

“Act” means the Taxes Consolidation Act 1997;

“Associated Company” has the meaning given to it by paragraph 1(1) of Schedule 12A to the Act;

“Board” means the board of the Company or any committee appointed by the board, or any duly appointed successor body;

“Bonus Date” has the meaning assigned to it by paragraph 18 of Schedule 12A to the Act;

“Company” means C&C Group plc, company registration number 383466;

“Contribution(s)” means the monthly contribution by a Participant under a Savings Contract;

“Control” has the meaning given to it by section 432 to the Act;

“Dealing Restrictions” means any applicable restriction or restrictions on dealings or transactions in securities imposed by:

• • 1. any rules, statutory requirements, orders, legal or regulatory code, provision or rule or other requirement or guidance; and/or
  • any code adopted or established by the Company in addition or replacement to (i) above,

in each case, in force and as amended or replaced from time to time;

“Eligible Employee” means any person who is either:

• 1. an employee (but not a director) of a Participating Company, or a full-time director of a Participating Company who is required to devote substantially the whole of their time to one or more Participating Companies:
  2. who is chargeable to tax in respect of his office or employment within paragraph (i) above under Schedule E to the Act; and
  3. has such qualifying period (if any) of continuous service in respect of a Participating Company, of a minimum of one month prior to the Invitation Date or as the Board may from time to time determine; or
• an employee or director of a Participating Company who does not meet the criteria in (i)(b) above but who is nominated by the Board (including where he is nominated as a member of a category of such employees or directors) to participate in the Plan provided that no person shall be an Eligible Employee if that person is ineligible to participate in the Plan by virtue of paragraph 8, Schedule 12A to the Act;

“Employee” means any employee or director of any Member of the Group;

“Expected Repayment” means the total of:

• 1. the maximum amount of Contributions and any interest payable under the Savings Contract; and
• if a bonus is included under rule 3.4(j), any bonus payable pursuant to the Savings Contract;

“Grant Date” means the date on which an Option is granted;

“Grant Window” means a period of 42 days commencing on any of the following:

• 1. the day on which the London Stock Exchange is open for the transaction of business following the announcement (or, where there is no announcement, publication) of the Company’s results for the last preceding financial year, half year or other period; or
• if Dealing Restrictions prohibited the issue of an invitation within any period as mentioned in (i) above, the date that all such Dealing Restrictions cease to apply,

or, subject to Dealing Restrictions, any time where the Board resolves that exceptional circumstances exist which justify the issue of invitations;

“Invitation Date” means the date on which an invitation to apply for an Option is issued under the Plan;

“London Stock Exchange” means The London Stock Exchange or its successor;

“Key Feature” means a provision of the Plan which is necessary in order for the requirements of Schedule 12A to the Act to be met in relation to the Plan;

“Market Value” has the meaning assigned to it by Section 548 to the Act;

“Member of the Group” means the Company and its Subsidiaries from time to time;

“New Option” means a replacement option which satisfies the requirements of rule 13.2 (Requirements for a New Option);

“Option” means a right to acquire Shares granted under, and exercisable in accordance with, the Plan;

“Option Certificate” means a certificate issued to a Participant pursuant to rule 6.6 (Issue of Option Certificate);

“Option Price” means the amount payable for each Share on the exercise of an Option, which must be:

• 1. the Market Value; or
• if the Shares used to satisfy the Option are to be newly issued, not less than the nominal value of a Share,

on either the Invitation Date or the Grant Date (as determined by the Board)

provided that the Board may in its absolute discretion determine that the Option Price may be not manifestly less than 75 per cent of the Market Value;

“Participant” means a person holding an Option or, where applicable, his personal representatives;

“Participating Companies” means the Company and any Subsidiary which has been designated by the Board to participate in the Plan;

“Plan” means the plan constituted by these rules and known as the C&C Group plc (ROI) Save As You Earn Plan, and as changed or amended from time to time;

“Restriction” has the meaning given in section 13(1)(c) of Schedule 12A to the Act;

“Revenue” means the Office of the Revenue Commissioners;

“Revenue Approved SAYE Scheme” means a savings-related share option scheme approved by Revenue under Schedule 12A to the Act and which approval has not been withdrawn;

“Savings Contract” means a contract under a certified contractual savings scheme within the meaning of Schedule 12B to the Act;

“Share” means a fully paid ordinary share in the capital for the time being of the Company which, except for exercises in accordance with rule 12.4 (20 day period for exercise after a change of Control), satisfies paragraphs 11 to 15 of Schedule 12A to the Act;

“Specified Age” means the pensionable age (within the meaning of section 2 of the Social Welfare Consolidation Act 2005); and

“Subsidiary” means a company which is: (i) a subsidiary of the Company within the meaning of section 7 of the Companies Act 2014 and (ii) under the Control of the Company.

• 1. Interpretation

In this Plan, the singular includes the plural and words imparting a gender include every gender. References to any enactment or statutory requirement will be construed as references to that enactment or requirement as from time to time amended, modified or re-enacted and include any subordinate legislation made under it. Unless the context requires otherwise, words and expressions used in this Plan shall have the meanings given in Schedule 12A to the Act.

1. Purpose

The purpose of this Plan is to provide, in accordance with the requirements of Schedule 12A to the Act, benefits for Eligible Employees in the form of Options. The Plan shall not provide benefits to such Eligible Employees otherwise than in accordance with Schedule 12A to the Act.

1. Invitations
2. Operation

The Board has discretion to decide whether the Plan will be operated. When the Plan is operated, the Board must invite all Eligible Employees to apply for an Option.

• 1. Similar terms

Where invitations to apply for Options are issued, all Eligible Employees must be invited to participate on similar terms.

• 1. Time of invitation

An invitation to apply for an Option may only be issued within a Grant Window.

• 1. Form of invitation

An invitation to apply for an Option will be in a form approved by the Board, and must specify:

• • 1. the requirements a person must satisfy in order to be eligible to participate;
  • the Option Price, or how the Option Price is to be calculated;
  • the form of the application for an Option, and how such application may be made, which may be in writing, electronically, by telephone or by such other method as the Board permits;
  • the date by which a completed and valid application for an Option must be received by or on behalf of the Company, which must not be less than fourteen (14) days after the Invitation Date or more than twenty five (25) days after the Invitation Date unless otherwise agreed in advance with Revenue;
  • the length of the Savings Contract, as determined in accordance with rule 3.5 (Length of the Savings Contract);
  • the minimum permitted Contribution, as determined in accordance with rule 3.6 (Minimum permitted Contribution);
  • the maximum permitted Contribution, as determined in accordance with rule 3.7 (Maximum permitted Contribution);
  • the maximum number, if any, of Shares over which Options may be granted on this occasion;
  • that, if applications are received over Shares in excess of any limit specified pursuant to rule 3.4(h) or the limit in rule 7 (Plan limit), applications will be scaled down in accordance with rule 5 (Scaling down applications);
  • whether the bonus payable under the Savings Contract (if applicable) will be included in the Expected Repayment for the purposes of rule 4.2 (Amount of Shares); and
  • that the invitation is subject to the rules of the Plan and the terms of the relevant Savings Contract.
• Length of the Savings Contract

The Board will determine whether the Savings Contract will be of three years’ duration, five years’ duration or seven years’ duration or, subject to the approval of Revenue, will choose between such other periods as may be available in Schedule 12A for Savings Contracts from time to time. Alternatively, the Board may determine that the Eligible Employee can choose between such periods by specifying the chosen period in his application for an Option.

• 1. Minimum permitted Contribution

The minimum permitted Contribution will be €12 per month (or such other amounts as may be specified in paragraph 25(2)(b) of Schedule 12A to the Act and/or applicable to Revenue Approved SAYE Schemes from time to time).

• 1. Maximum permitted Contribution

The Board will determine the maximum permitted Contribution, which must not exceed €500 per month (or such other amount as may be specified in paragraph 25(2)(a) of Schedule 12A to the Act). This €500 is the maximum available to Eligible Employees across all Savings Contracts they are participating in.

• 1. Invitation to enter into a Savings Contract

An invitation to apply for an Option will be accompanied by an invitation to apply to enter into a Savings Contract.

1. Applications for Options
2. Contents of application
   1. An application for an Option must:
      1. state the proposed Contribution the Eligible Employee wishes to make;
      2. where the Eligible Employee has been given a choice over the length of the Savings Contract, state the chosen length of the Savings Contract; and
      3. include, or be accompanied by, a completed application for a Savings Contract.
   2. By applying for an Option, an Eligible Employee:
      1. confirms that his proposed Contribution, when added to any contributions he makes under any Revenue Approved SAYE Scheme, will not exceed €500 per month (or such other amount as may be specified in paragraph 25(2)(a) of Schedule 12A to the Act);
      2. authorises his employing company to deduct his Contributions from his pay and to pay those deductions to the Savings Contract provider; and
      3. agrees to be bound by the rules of the Plan and the terms of the relevant Savings Contract prospectus; and
      4. consents that any information required to be given to him in writing, either under statute or pursuant to the rules of the Plan, may be given electronically.
3. Amount of Shares

Subject to rule 5 (Scaling down applications), each Eligible Employee’s application will be for an Option granted over the largest whole number of Shares that he could acquire at the Option Price using the Expected Repayment, such that the Expected Repayment is, as nearly as possible, equal to the total Option Price payable in respect of the Option.

• 1. Modification of application

If an application for a Savings Contract specifies a Contribution which exceeds the maximum permitted Contribution on that occasion or which, when added to any other contributions already being made by the Eligible Employee under any Revenue Approved SAYE Scheme, exceeds the maximum permitted under paragraph 25(2)(a) of Schedule 12A to the Act, the application will be deemed to have been made in such a way that the relevant maximum will not be exceeded.

1. Scaling down applications
2. When scaling down may be applied

If valid applications for Options are received for a total number of Shares in excess of any maximum number specified in the invitation or the limit in rule 7 (Plan limit), the Board will scale down such applications in accordance with this rule 5 (Scaling down applications).

• 1. Application of scaling down

Where the Board scales down applications, it will do so by applying the first of the steps set out in rule 5.3 (Initial method of scaling down), and will continue to apply the steps successively until the effect of such is that Options will be granted over a total number of Shares which does not exceed the maximum number specified in the invitation or the limit in rule 7 (Plan limit), as appropriate.

Where the Board scales down applications, each application will be deemed to have been modified or withdrawn accordingly.

• 1. Initial method of scaling down

The Board will scale down applications by:

• • 1. where relevant, treating bonuses as excluded from the Expected Repayment for the purposes of rule 4.2 (Amount of Shares);
  • where relevant, deeming any application for a Saving Contract with a duration of seven or five years to be an application for a Savings Contract with a duration of three years (or, subject to the approval of Revenue, such other larger and shorter periods as may be available for Savings Contracts in Schedule 12A from time to time); and
  • reducing the proposed Contributions pro-rata, but only to the extent that the Contribution specified in each application exceeds the minimum permitted Contribution specified in the invitation.
• Further method of scaling down

If, having scaled down applications for Options as described in rule 5.3 (Initial method of scaling down), the number of Shares available is nevertheless insufficient to enable Options to be granted pursuant to all valid applications received, the Board may (so long as the Plan remains capable of approval under Schedule 12A to the Act) either decide not to grant any Options, or will select by lot the applications for Options that will be accepted.

If applications for Options are selected by lot, such applications as are selected will be deemed to:

• • 1. be made in respect of a Contribution equal to the minimum permitted Contribution specified in the invitation;
  • be made in respect of a Savings Contract of three years’ duration (or, subject to the approval of Revenue, such other shortest period as may be available for Savings Contracts in Schedule 12A from time to time); and
  • treat bonuses as excluded from the Expected Repayment for the purposes of rule 4.2 (Amount of Shares).

• Granting Options

• Grant of Options

Subject to rule 5.4 (Further method of scaling down), the Board must grant an Option to each Eligible Employee whose valid application has been received by or on behalf of the Company. Options will be granted by the Company in a manner approved by the Board.

An Option cannot be granted to a person who is not an Eligible Employee on the Grant Date and any attempt to do so will be void.

• 1. Similar terms

Where Options are granted under the Plan, all Eligible Employees must be granted Options on similar terms.

• 1. Timing of grant

The Grant Date must be:

• • 1. within the period of 30 days of the earliest date by reference to which Market Value was determined for the purpose of setting the Option Price; or
  • if applications to apply for Options are scaled down pursuant to rule 5 (Scaling down applications), within the period of 42 days of the earliest date by reference to which Market Value was determined for the purpose of setting the Option Price.
• Number of Shares subject to an Option

Options will be granted to acquire, at the Option Price, the number of Shares calculated in accordance with rule 4.2 (Amount of Shares) or, where applications for Options have been scaled down pursuant to rule 5 (Scaling down applications), the number of Shares calculated in accordance with that rule.

• 1. Administrative errors

If the Board purports to grant an award which is inconsistent with any of the limits in this Plan, the award will take effect only to the extent permissible under these rules.

• 1. Issue of Option Certificate

As soon as practicable after the Grant Date, an Eligible Employee will be provided with electronic access to detailed information in respect of the Options granted in accordance with these Rules, known as the “Option Certificate”.

• 1. Form of Option Certificate

The Option Certificate will be in a form approved by the Board, and must specify:

• • 1. the Grant Date;
  • the number of Shares over which the Option has been granted;
  • the Option Price;
  • that the Option is subject to the rules of the Plan; and
  • whether or not the Shares over which the Option has been granted may be subject to a Restriction and, if so, details of that Restriction.
• No payment

Participants are not required to pay for the grant of an Option.

1. Plan limit
2. 10 per cent limit

The number of Shares which may be allocated under the Plan on any day must not exceed 10 per cent of the ordinary share capital of the Company in issue immediately before that day when added to the total number of Shares which have been allocated in the previous 10 years under the Plan and all other employee share plans operated by the Company.

• 1. Exclusion to the limit

Where a right to acquire Shares lapses, the Shares concerned are ignored when calculating the limit in this rule 7 (Plan limit).

• 1. Employee benefit trust

Shares issued to the trustee of any employee benefit trust will be counted for the purposes of the limit in this rule 7 (Plan limit), but such Shares will not be counted again under that limit when they are used to satisfy rights to acquire Shares.

• 1. Meaning of allocate

In this rule 7 (Plan limit), ”allocated“ means being granted rights to subscribe for Shares or to acquire Shares which are held by the Company in treasury or, where relevant, the actual issue and allotment of Shares or the transfer of Shares from treasury. However, if at any time the relevant institutional investor guidelines cease to require treasury shares to be taken into account for this purpose, then “allocated” will not include such treasury Shares.

1. Other terms applicable to Options
2. No transfer

A Participant may not transfer, assign, charge or otherwise dispose of an Option or any rights in respect of an Option. If, in breach of this rule, a Participant transfers, assigns or disposes of an Option or rights, whether voluntarily or involuntarily, then the Option will immediately lapse. This rule 8.1 (No transfer) does not apply to the transmission of an Option on the death of a Participant to his personal representatives.

• 1. Bankruptcy

A Participant’s Option will lapse where the Participant becomes bankrupt or enters into a compromise with his creditors generally.

• 1. Effect of stopping Contributions

Save for where notice is given at a time when the Option may be exercised, an Option will lapse on the date the Participant gives or is deemed to give notice under the relevant Savings Contract that he intends to stop paying Contributions.

1. Exercise of Options – general rules
2. Employment requirement

Subject to rule 11 (Leavers), an Option can only be exercised when the Participant is an employee or director of a Participating Company.

• 1. Becoming exercisable

Subject to rules 11 (Leavers) and 12 (Company events), Options will become exercisable from the Bonus Date of the relevant Savings Contract and will not be exercisable before such date.

• 1. Exercise period

Subject only to rule 11.4 (Death), an Option may not be exercised more than 6 months after the Bonus Date, and will then lapse on the expiry of such period.

• 1. Limits on exercise of an Option

Where an Option becomes exercisable, a Participant may only exercise his Option using funds not exceeding the amount received by way of repayment of Contributions made, payments of interest (if applicable) and, where the bonus payable under the Savings Contract has been included in the Expected Repayment pursuant to rule 3.4(j), any payments of bonus, in each case under the relevant Savings Contract.

The maximum number of Shares in respect of which an Option can be exercised is limited to the maximum number of whole Shares that can be acquired using such funds.

A Participant’s notice to exercise his Option may only take effect to the extent it is consistent with the Participant’s rights under his Option and the Plan.

• 1. Process for exercise

A Participant may exercise his Option (other than when prohibited by Dealing Restrictions) by giving notice to the Company, or to such other person as the Board specifies, in a form and manner specified by the Board.

Such notice must:

• • 1. specify the number of Shares in respect of which the Option is being exercised on that occasion, in accordance with rule 9.4 (Limits on exercise of an Option); and
  • either:
  • be accompanied by payment of an amount equal to the Option Price multiplied by the number of Shares over which the Option is being exercised on that occasion, including evidence of repayment of the savings contributions; or
  • include a direction to the Savings Contract provider to pay to the Company, or such other person as the Board specifies, an amount equal to the Option Price multiplied by the number of Shares over which the Option is being exercised on that occasion.

The exercise of an Option is effective on the date of receipt by or on behalf of the Company of the notice and the relevant payment or direction.

• 1. No Partial exercise

Options may only be exercised in whole and on one occasion.

• 1. Consequences of lapse

When an Option lapses under the Plan, it may not be exercised subsequently under any other provision of the Plan.

1. Satisfaction of Options
2. Delivery – general

Where an Option is validly exercised, as soon as reasonably practicable after such exercise, the Board will arrange for the delivery to the Participant of the number of Shares in respect of which the Option has been exercised on that occasion.

• 1. Delivery – nominee

Shares may be delivered to a nominee on behalf of the Participant, provided that the Participant is the beneficial owner of the Shares.

• 1. Delivery – Dealing Restrictions

If the delivery, or the procurement of the delivery, of Shares would be prohibited by Dealing Restrictions, delivery will not occur until after such time as all such Dealing Restrictions cease to apply.

• 1. Source of Shares

Options may be satisfied using newly issued Shares, Shares transferred from treasury and/or Shares purchased in the market.

• 1. Shareholder rights
  2. Shares issued on exercise of an Option will rank equally in all respects with the Shares in issue on the date of allotment. They will not rank for any voting, dividend or other rights attaching to Shares by reference to a record date preceding the date of allotment.
  3. Where Shares are transferred (including a transfer out of treasury) on the exercise of an Option, the Participant will be entitled to all rights attaching to the Shares by reference to a record date on or after the transfer date. The Participant will not be entitled to voting, dividend or other rights before that date.

• Leavers

• General

This rule 11 (Leavers) applies where a Participant ceases to be employed by a Participating Company.

For the purposes of this rule 11 (Leavers), a Participant will be treated as ceasing to be employed by a Participating Company:

• • 1. when he ceases to hold office or employment with the Participating Company; or
  • if having ceased to hold office or employment with a Participating Company but he continues to hold an office or employment with the Company or an Associated Company, when he ceases to hold any office or employment with the Company or such an Associated Company.
• Cessation prior to third anniversary

Subject to the other provisions of this rule 11 (Leavers), where a Participant ceases to be employed by a Participating Company prior to the third anniversary of the Grant Date, his Option will lapse on the date of such cessation.

• 1. Good / Bad leavers

Good leavers are considered to be a Participant who ceases to be employed by a Participating Company due to:

• • 1. retirement on reaching the Specified Age;
  • injury;
  • disability;
  • redundancy within the meaning of the Redundancy Payment Acts 1967 – 2022;
  • if he holds office or is employed in a company which is an Associated Company of the Company, that company ceasing to be such an associated company by reason of a change of control; or
  • the business or part of the business in which he works being transferred to a person who is not an Associated Company of the Company where the transfer does not fall within rule 11.4(e) above,

and in this case he may exercise his Option within the period starting on the date of such cessation and ending 6 months after that date. His Option will then lapse.

Bad leavers are considered to be a Participant who ceases to be employed by a Participating Company other than those circumstance listed in Rule 11.4 (a)-(f) and in such circumstances, he may not exercise his Option and all Contributions under the Savings Contract will be returned to the Participant within a 3 month period.

• 1. Death

Notwithstanding any other provision of the Plan, if a Participant dies, his Option may be exercised at any time within the period of 12 months:

• • 1. on or after the date of his death, if his death occurred before the Bonus Date; or
  • after the Bonus Date, if his death occurred on or within 6 months after the Bonus Date,

and his Option will then lapse.

• 1. Employment with an Associated Company

If a Participant is, on the Bonus Date, an employee or director of an Associated Company, he may exercise his Option within 6 months after that date, and his Option will then lapse.

• 1. Reaching the Specified Age

If a Participant continues to be an employee or director of a Participating Company after the date on which he reaches the Specified Age, the Participant may exercise his Option within six months after reaching the Specified Age.

1. Company events
2. Takeovers

Where a person obtains Control of the Company as a result of making a general offer:

• • 1. to acquire the whole of the issued ordinary share capital of the Company that is made on a condition such that, if it is satisfied, the person making the offer will have Control of the Company; or
  • to acquire all the shares in the Company which are of the same class as the Shares,

Options may be exercised within the 6 month period after the person has obtained Control and any condition subject to which the offer is made has been satisfied. The Options will then lapse.

• 1. Bound or entitled

Where a person becomes bound or entitled to acquire shares in the Company under section 457 of the Companies Act 2014, Options may be exercised at any time when that person is so bound or entitled in accordance with paragraphs 16 and 22 of Schedule 12A to the Act. Options will then lapse when that person ceases to be so bound or entitled.

• 1. Scheme of arrangement

When a court sanctions a compromise or arrangement, under section 453 of the Companies Act 2014, applicable to or affecting:

• • 1. all of the ordinary share capital of the Company or all of the shares of the same class as the Shares; or
  • all of the shares, or all the shares of that same class, which are held by a class of shareholders identified otherwise than by reference to their employment or directorships or their participation in a Revenue Approved SAYE Scheme,

Options may be exercised within the 6 month period after the date that the court sanctions the compromise or arrangement. The Options will then lapse.

• 1. 20 day period for exercise after a change of Control

Where there has been a change of Control pursuant to rules 12.1 (Takeovers), 12.2 (Bound or entitled) or 12.3 (Scheme of arrangement) and, as a result of such change of Control, Shares no longer satisfy the requirements of paragraphs 11 to 15 of Schedule 12A to the Act, Options may be exercised within the period of 20 days following the change of Control.

Options exercised under this rule 12.4 (20 day period for exercise after a change of Control) may not be exercised outside of the time when they would otherwise be exercisable under rules 12.1 (Takeovers), 12.2 (Bound or entitled) or 12.3 (Scheme of arrangement), as applicable.

• 1. Winding up

If a resolution is passed for the voluntary winding-up of the Company, Options may be exercised within the 6 month period after the date the resolution is passed. Options will then lapse at the end of that period or, if earlier, on the winding-up of the Company.

• 1. Persons acting in concert

For the purposes of this rule 12 (Company events), a person will be treated as obtaining Control of the Company if that person and others acting in concert together obtain Control of it.

1. Exchange of Options
2. When Options may be exchanged

Where a company obtains Control of the Company pursuant to rules 12.1 (Takeovers) or 12.3 (Scheme of arrangement), or a company becomes bound or entitled pursuant to rule 12.2 (Bound or entitled), but the Participant has agreed with the acquiring company that he may exchange his Option for a New Option during the “appropriate period” set out in paragraph 16(2) of Schedule 12A to the Act, his Option will not be exercisable under rules 12.1 (Takeovers), 12.2 (Bound or entitled) or 12.3 (Scheme of arrangement), as applicable, but will instead be exchanged for a New Option.

• 1. Requirements for a New Option

Where an Option is to be exchanged for a New Option under this rule 13 (Exchange of Options), a New Option must:

• • 1. be over shares in the acquiring company, or a company that satisfy the requirements of paragraphs 11 to 15 of Schedule 12A to the Act;
  • be a right to acquire such number of shares as have, immediately after grant of the New Option, a total Market Value substantially the same as the total Market Value of the Shares subject to the Option immediately before its release;
  • have an exercise price per share such that the total price payable on exercise of the New Option in full is substantially the same as the total Option Price payable on exercise of the Option in full; and
  • be on terms otherwise identical to the Option immediately before the Option’s release.

For the purposes of this rule 13.2 (Requirements for a New Option), Market Value will be determined using a methodology agreed with Revenue.

• 1. Interpretation following exchange

Where New Options are granted in replacement of Options, the Plan will be interpreted so that references to:

• • 1. the Company (except for where used in the definition of Participating Company) are references to the acquiring company (or to such other company whose shares are subject to the New Options); and
  • Shares are references to the shares subject to the New Options.

• Variations in share capital

• Adjustment of Options

If there is a variation in the equity share capital of the Company (including a capitalisation issue or rights issue, sub-division, consolidation or reduction of share capital, but excluding a demerger):

• • 1. the number and description of Shares comprised in each Option; and
  • the Option Price,

may be adjusted so far as the Board considers necessary, fair and reasonable to take account of the variation, provided that, for so long as it is intended that the Plan will continue to be a Revenue Approved SAYE Scheme, the requirements of rule 14.2 (Requirements for adjustments) are met.

• 1. Requirements for adjustments

Where this rule 14.2 (Requirements for adjustments) applies, an adjustment to an Option must meet the following requirements:

• • 1. the total Market Value of the Shares subject to the Option immediately after the adjustment must be substantially the same as the Market Value of the Shares subject to the Option immediately prior to such adjustment;
  • the total Option Price immediately after the adjustment must be substantially the same as the total Option Price immediately prior to such adjustment;
  • where the Option will be satisfied using newly issued Shares, any adjusted Option Price must not be less than the nominal value of a Share unless the Board resolves to capitalise an amount equal to the difference between the adjusted Option Price payable for the Shares to be issued on exercise and the nominal value of such Shares; and
  • no adjustment shall be made which would result in the requirements of Schedule 12A to the Act not being met.
• Notice to Participants

The Board will notify Participants of any adjustment made under this rule 14 (Variations in share capital).

1. General
2. Dealing Restrictions

The Company, the Board, any Member of the Group, Employees and Participants will have regard to Dealing Restrictions when (in each case, as appropriate) operating, interpreting, administering, participating in and taking any and all such other action in relation to, or contemplated or envisaged by, the Plan.

• 1. Terms of employment
  2. For the purposes of this rule 15.2 (Terms of Employment), “Employee” means any employee or executive director (existing or former) of a Member of the Group (existing or former).
  3. This rule 15.2 (Terms of Employment) applies during an Employee’s employment and after the termination of an Employee’s employment, whether or not the termination is lawful.
  4. Nothing in the rules or the operation of the Plan forms part of the contract of employment of an Employee. The rights and obligations arising from the employment relationship between the Employee and the relevant Member of the Group are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment.
  5. Participation in the Plan or the grant of Options on a particular basis in any year does not create any right to or expectation of participation in the Plan or the grant of Options on the same basis, or at all, in any future year.
  6. The terms of the Plan do not entitle the Employee to the exercise of any discretion in his favour.
  7. The Employee will have no claim or right of action in respect of any decision, omission or discretion, which may operate to the disadvantage of the Employee, even if it is unreasonable, irrational or might otherwise be regarded as being in breach of the duty of trust and confidence (and/or any other implied duty) between the Employee and his employer.
  8. No Employee has any right to compensation or damages for any loss (actual or potential) in relation to the Plan, including any loss in relation to:
     1. any loss or reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment);
     2. any exercise of a discretion or a decision taken in relation to an Option or to the Plan, or any failure to exercise a discretion or take a decision; or
     3. the operation, suspension, termination or amendment of the Plan.
  9. By participating in the Plan, a Participant:
     1. accepts all the provisions of the rules, including this rule 15.2 (Terms of employment);
     2. waives all rights which might otherwise arise in connection with the Plan, other than the right to acquire Shares subject to and in accordance with the express terms of the Plan,

in consideration for and, as a condition of, the grant of an Option.

• 1. Not pensionable

None of the benefits received under the Plan are pensionable.

• 1. Costs

The Company and/or any Participating Company will pay the costs of introducing and administering the Plan.

• 1. Data protection
• Personal data relating to or provided by the Participant to the Company shall be processed in accordance with the data protection notice provided to the Participant by the Company in connection with the Participant’s participation in the Plan.
• Consents

All allotments, issues and transfers of Shares will be subject to the Company’s Constitution and any necessary consents under any relevant enactments or regulations for the time being in force in Ireland or elsewhere. The Participant will be responsible for complying with any requirements he needs to fulfil in order to obtain or avoid the necessity for any such consent.

• 1. Listing

If, and as long as the Shares are listed and traded on the London Stock Exchange, the Company will apply for listing of any Shares issued in connection with the Plan as soon as practicable after issue.

• 1. Notices
  2. Any notice or communication to be given to any Employee or Participant may be delivered by electronic mail (including on an intranet or portal), or personally delivered or sent by ordinary post to such address as the Company considers appropriate.
  3. Any notice or communication to be given to the Company or its duly appointed agent may be delivered or sent to its registered office or such other place and by such means as the Company or its appointed agent may specify and notify to Employees and/or Participants.
  4. Notices or communications sent electronically will be deemed to have been received at the time of transmission unless there is evidence to the contrary. Notices or communications personally delivered will be deemed to have been received upon delivery and those sent by post will be deemed to have been received 24 hours after posting nationally and 3 days after posting internationally.
• Third party rights

Except as otherwise expressly stated to the contrary, nothing in the Plan confers any benefit, right or expectation on a person who is not a Participant or a Member of the Group. No such third party has any rights under any local legislation to enforce any term of this Plan.

1. Administration
2. Board’s powers

The Board will administer the Plan. The Board has authority to make rules and regulations for the administration of the Plan. The Board may delegate all or any of its rights and powers under the Plan.

• 1. Board’s decision final and binding

All determinations or decisions of the Board are final and binding in all respects. If any question or dispute arises as to the interpretation of the Plan, any rules, regulations or procedures relating to the Plan and/or in relation to an Option or any other matter relating to the Plan the decision of the Board will be conclusive. Any determination or decision must be made in accordance with the provisions of the Plan.

1. Changing the Plan and termination
2. Board’s powers

Except as described in the rest of this rule 17 (Changing the Plan and termination), the Board may at any time change the Plan in any way, subject to the prior written approval of Revenue.

• 1. Change to a Key Feature

If and for so long as it is intended that the Plan will continue to be a Revenue Approved SAYE Scheme, no change to a Key Feature will take effect which would result in the requirements of Chapter 3, Part 17 or Schedule 12A to the Act not being met.

• 1. Shareholder approval

Except as described in rule 17.4 (Exceptions to shareholder approval), the Company in general meeting must approve in advance by ordinary resolution any proposed change to the Plan that is to the advantage of present or future Participants and that relates to the following:

• • 1. the persons to or for whom Shares may be provided under the Plan;
  • the overall and individual limits on the grant of Options;
  • the basis for determining a Participant’s entitlement to, and the terms of, Shares provided under the Plan; or
  • the rights of a Participant in the event of a capitalisation issue, rights issue or open offer, sub-division or consolidation of shares or reduction of capital or any other variation of capital of the Company.
• Exceptions to shareholder approval

Where rule 17.3 (Shareholder approval) would otherwise apply, the Board may change the Plan without obtaining the approval of the Company in general meeting where:

• • 1. such change is necessary to ensure the Plan complies with Schedule 12A to the Act;
  • the Board considers such change is minor and is to:
  • benefit the administration of the Plan;
  • comply with or take account of the provisions of any proposed or existing legislation; and/or
  • obtain or maintain favourable tax, exchange control or regulatory treatment for the Company, any Subsidiary or any present or future Participant.
• Participant consent

If the Board proposes an amendment to the Plan which would be to the material disadvantage of Participants in respect of subsisting rights under the Plan then such amendment will only take effect in respect of subsisting rights under the Plan if 75% of the Participants consent to the amendment.

• 1. Termination of the Plan

The Board may terminate the Plan at any time. Termination will not affect subsisting rights under the Plan.

1. Governing law

The laws of the Republic of Ireland govern the Plan and all Options and their construction. The courts of the Republic of Ireland have non-exclusive jurisdiction in respect of disputes arising under or in connection with the Plan or any Option.