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Hostelworld Group Remuneration Information 2026

Mar 31, 2026

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title: "Blank Document"
author: "Traver Smith"
date: 2026-03-30 15:05:00+00:00
processor: python-docx+mammoth
status: success


HOSTELWORLD GROUP PLC

ANNUAL BONUS PLAN

(Cash and Share Settled)

ADOPTED BY THE remuneration committee ON 23 March 2026

Approved by shareholders on [6 May 2026]

Table of Contents

Section Page

1. Participation 2

2. Performance Conditions 2

3. Individual Grant Limits 4

4. Assessment and Payment of Bonuses 4

5. Settlement of Bonus in Shares 4

6. Suspension of Bonus Payments 5

7. Malus and Clawback 6

8. Lapse of Bonus Opportunity 9

9. Termination of Employment 9

10. Takeovers and Liquidations 11

11. Tax Liabilities 11

12. Administration and Amendment 11

13. General 12

14. Confidentiality 12

15. Data Protection 12

16. Severability 13

17. Governing Law 13

18. Jurisdiction 13

Appendix 1 Definition of Terms 14

Introduction

The Plan is aimed at Eligible Employees of the Group.

The purpose of the Plan is to pay to the Participants, at the absolute discretion of the Committee, a bonus (to be settled in cash and/or Shares) which is linked to the key performance indicators of the Group, or relevant subsidiary, and/or to the delivery of personal objectives.

The Rules

  1. Participation

Subject to these Rules, in the case of Eligible Employees who are Executive Directors and members of the executive leadership team, the Committee may grant a Bonus Opportunity to them at any time during the Plan Year by sending them a Bonus Letter. In the case of Eligible Employees who are not Executive Directors and members of the executive leadership team, the Company may grant a Bonus Opportunity to them at any time during the Plan Year by sending them a Bonus Letter.

Each Bonus Letter shall (without limitation) state:

the Plan Year to which it relates;

      1. the Base Salary by reference to which the Bonus Opportunity shall be calculated (if applicable);
    • the Maximum Bonus Opportunity;
    • the Performance Conditions;

that the Bonus may be settled in Shares (if applicable); and

that the Bonus Opportunity is subject to these Rules (which shall be incorporated in the Bonus Letter by reference).

The Plan is not contractual and does not form part of any employment contract or terms and conditions of employment between any past or present Group Company and any directors, officers or employees of any of those companies, and it shall not confer on any such persons any legal or equitable rights against any past or present Group Company, directly or indirectly, or give rise to any cause of action in law or in equity against any Group Company.

The grant of a Bonus Opportunity or receipt of a Bonus does not give any Participant an entitlement to any future grant of a Bonus Opportunity.

A Participant shall not assign or transfer or create any charge or other security interest over, any right or interest under the Plan. A Bonus Opportunity shall lapse if the Participant attempts to do any of those things.

Any payments under the Plan do not count towards earnings for pensions, life assurance or any other of the benefits the Group provides to Participants.

  1. Performance Conditions

The Committee has absolute discretion to set the Performance Conditions applicable to each Bonus Opportunity. The Committee may vary any Performance Condition if exceptional circumstances occur, provided that the varied Performance Condition shall be (in the reasonable opinion of the Committee) not materially easier or more difficult to satisfy than the original Performance Condition was at the date of the Bonus Letter.

In respect of Participants who are Executive Directors and members of the executive leadership team, the Committee retains broad discretion, acting reasonably and proportionately, to adjust the size of the Bonus upwards (provided it does not exceed the Maximum Bonus) or downwards (including to nil), if the Bonus calculated in the manner detailed in the relevant Bonus Letter is not reflective of overall corporate performance and/or individual performance. This determination may take place in relation to any part of a Bonus before it is paid. Examples of circumstances in which such an adjustment could be made include (but are not limited to) where the Committee considers that:

there is substantial misalignment between the Company's financial performance and the Bonus payable and/or substantial misalignment between the individual's performance and the overall quantum of the Bonus; or

there is a significant event which materially impacts the reputation of the Company and its share price, including where, as a result of the material failure of management to put in place and operate effective internal controls, such an event occurs, or where, as a result of the action or omission of the person to whom the Bonus would be payable, such an event occurs.

In respect of Participants other than the Executive Directors and members of the executive leadership Team, the Company retains broad discretion, acting reasonably and proportionately, to adjust the size of the Bonus upwards (provided it does not exceed the Maximum Bonus) or downwards (including to nil), if the Bonus calculated in the manner detailed in the relevant Bonus Letter is not reflective of overall corporate performance and/or individual performance. This determination may take place in relation to any part of a Bonus before it is paid. Examples of circumstances in which such an adjustment could be made include (but are not limited to) where the Company considers that:

there is substantial misalignment between the Company's financial performance and the Bonus payable and/or substantial misalignment between the individual's performance and the overall quantum of the Bonus; or

there is a significant event which materially impacts the reputation of the Company and its share price, including where, as a result of the material failure of management to put in place and operate effective internal controls, such an event occurs, or where, as a result of the action or omission of the person to whom the Bonus would be payable, such an event occurs.

  1. Individual Grant Limits

The Committee may not grant a Bonus Opportunity to any Eligible Employee who is an Executive Director if that grant would result in the Maximum Bonus in respect of that Bonus Opportunity exceeding any limit set out in the Remuneration Policy.

  1. Assessment and Payment of Bonuses

The Committee, in respect of Executive Directors and members of the executive leadership team, and the Company, in respect of all other Eligible Employees, shall, as soon as reasonably practicable following the end of the Plan Year, assess the satisfaction of the Performance Conditions and calculate the Bonus Value of each Participant's Bonus accordingly. The decision of the Committee and/or the Company (as applicable) shall be final and binding.

    1. Save as otherwise provided in these Rules, the cash settled portion of the Bonus (if any is payable) shall be paid to the Participant through payroll on the Payment Date. The Company shall make such deductions from the payment as are required by law, including any withholding taxes, in accordance with Rule 11. Any cash payments to be made to a Participant shall be made in the currency in which they received their salary and shall (where appropriate) be converted from euro (€) to that local currency at an appropriate rate determined by the Company (acting reasonably).

Any Bonus paid to a Participant who became an Eligible Employee part way through the Plan Year or ceased to work on a full-time basis and instead worked on a part-time basis during the Plan Year, may be pro-rated on such basis: (i) as the Committee may decide in its absolute discretion in respect of Executive Directors and members of the executive leadership team; and (ii) as the Company may decide in its absolute discretion in respect of all other Eligible Employees.

  1. Settlement of Bonus in Shares
  2. The Committee may settle a Bonus in whole or in part by issuing or procuring the transfer of such number of Shares that have a market value equal to all, or a percentage of, the Bonus Value (such market value to be calculated on or otherwise by reference to the closing share price of the Shares on a date selected by the Company which is after the date of assessment of the satisfaction of the Performance Conditions and before the Payment Date unless the Committee determines otherwise in its absolute discretion), and without any holding or vesting conditions. In the ordinary course, the Shares will not have any additional holding or vesting conditions attached to them, unless specified to the contrary by the Committee, but in either case will always be subject to the Company's share dealing code.
  3. Unless specified to the contrary by the Committee, a Bonus may be satisfied:

by the issue of new Shares; and/or

by the transfer of treasury Shares; and/or

by the transfer of market purchase Shares (whether purchased on or off the market) including from the Company's EBT.

    1. A Bonus may not be settled with new issue Shares if such settlement would cause the aggregate number of Shares issued or committed to be issued under the Plan and/or any other Employees' Share Scheme operated by the Company in the preceding 10-year period exceeding 10 per cent. of the Company's issued ordinary share capital at that time.

For the purpose of the limit contained in Rule 5.3:

for as long as required by institutional investor guidelines, treasury Shares shall be included in the limit as if they were new issue Shares;

there shall be disregarded any Shares where the right to acquire the Shares has lapsed or been renounced; and

there shall be disregarded any Shares which the Trustees have purchased, or determined that they will purchase, in order to satisfy a Bonus or the exercise of an option or the vesting of other rights of an employee under any other Employees' Share Scheme operated by the Group.

    1. A Bonus (or part of a Bonus) shall not be settled in Shares:
    2. if such settlement would result in a breach of a Dealing Restriction by the Participant, the Company, a member of the Board or Committee or any other relevant party; and/or
    3. if such settlement would be unlawful in any relevant jurisdiction.
  • In the case of Rule 5.5.1, settlement in Shares can be delayed until such Dealing Restriction has been lifted.

  • Suspension of Bonus Payments

In the case of Participants who are Executive Directors and members of the executive leadership team, the Committee has the discretion to determine that no Bonus shall be paid at any time while (i) disciplinary proceedings by any Group Company are underway against the Participant, (ii) any Group Company is investigating the Participant's conduct and may begin disciplinary proceedings or (iii) legal, regulatory or other investigations or proceedings are ongoing in relation to an event mentioned in Rule 2.2.

If, after the conclusion of the investigation or proceedings, the Committee determines that the Bonus should be paid, the Payment Date of the Bonus shall be the next practicable payroll date after the date of the Committee's determination.

In the case of Participants other than Executive Directors and members of the executive leadership team, the Company has the discretion to determine that no Bonus shall be paid at any time while (i) disciplinary proceedings by any Group Company are underway against the Participant, (ii) any Group Company is investigating the Participant's conduct and may begin disciplinary proceedings or (iii) legal, regulatory or other investigations or proceedings are ongoing in relation to an event mentioned in Rule 2.3.

If, after the conclusion of the investigation or proceedings, the Company determines that the Bonus should be paid, the Payment Date of the Bonus shall be the next practicable payroll date after the date of the Company’s determination.

  1. Malus and Clawback

This Rule 7.1 applies in relation to a Bonus if Rule 7.2 and/or Rule 7.3 apply.

Malus

In this Rule 7.2, Malus Trigger Event means, in relation to a Bonus, the Committee determining (acting fairly and reasonably) that any of the following events have occurred:

discovery of a material misstatement resulting in an adjustment in the audited consolidated accounts of the Company or the audited accounts of any Group Company; and/or

an error or miscalculation has been made as to the cash amount or number of Shares under any Bonus, or received pursuant to any Bonus; and/or

action or conduct of a Participant which, in the reasonable opinion of the Committee, amounts to fraud or gross misconduct; and/or

serious reputational damage to the Company, any Group Company or a relevant business unit; and/or

circumstances of corporate failure have arisen.

Notwithstanding any other provision of the Rules, the Committee may, at the Payment Date or at any time before, reduce the number of Shares and/or cash amount subject to a Bonus in whole or in part (including, for the avoidance of doubt, to nil) if a Malus Trigger Event occurs. In determining any reduction which should be applied under this Rule 7.2, the Committee shall act fairly and reasonably but its decision shall be final and binding.

For the avoidance of doubt, any reduction under this Rule 7.2 may be applied on an individual basis as determined by the Committee. Whenever a reduction is made under this Rule 7.2, the relevant Bonus shall be treated to that extent as having lapsed.

Clawback

In this Rule 7.3, Clawback Trigger Event means, in relation to a Bonus, the Committee determining (acting fairly and reasonably) that any of the following events have occurred:

discovery of a material misstatement resulting in an adjustment in the audited consolidated accounts of the Company or the audited accounts of any Group Company for a period that was wholly or partly before the end of the period over which the Performance Condition(s) applicable to a Bonus was assessed; and/or

an error or miscalculation has been made as to the cash amount or number of Shares under any Bonus, or received pursuant to any Bonus; and/or

action or conduct of a Participant which, in the reasonable opinion of the Committee, amounts to fraud or gross misconduct; and/or

serious reputational damage to the Company, any Group Company or a relevant business unit; and/or

circumstances of corporate failure have arisen.

Notwithstanding any other provision of the Rules, if at any time during the period of two years following the meeting where the Bonus Value is determined in accordance with Rule 4.1 a Clawback Trigger Event occurs, then Rules 7.3.3 to 7.3.9 shall apply.

Where Rule 7.3.2 applies, the Committee may in its absolute discretion require the relevant Participant:

to transfer to the Company (or, if required by the Company, any other person specified by the Company) all or some of the Shares acquired by the Participant (or his nominee) pursuant to the payment of the Bonus; and/or

to pay to the Company (or, if required by the Company, any other person specified by the Company) an amount equivalent to all or part of the proceeds of sale or, in the event of a disposal of the Shares at a price which the Committee reasonably determines was less than market value at the time of disposal and where the disposal was not made at arm’s length, an amount equivalent to the market value (as reasonably determined by the Committee) at the time of disposal of all or some of the Shares acquired pursuant to the payment of the Bonus; and/or

to pay to the Company (or, if required by the Company, any other person specified by the Company) an amount equivalent to all or part of the amount of any cash in respect of a Bonus paid to or for the benefit of the Participant; and/or

to pay to the Company (or, if required by the Company, any other person specified by the Company) an amount equivalent to all or part of any benefit or value derived from or attributable to the Shares referred to in paragraph (a) above (including but not limited to any special dividend or additional or replacement shares) on such terms as the Committee may reasonably direct,

less in each case the amount of Tax Liability actually paid (or due to be paid) by the Participant/on the Participant's behalf in respect of the acquisition of the Shares and/or payment of cash in respect of a Bonus.

In addition to the obligation of the Participant as described above, the Participant shall use their best endeavours to seek and obtain repayment or credit from any relevant Tax Authority of the Tax Liability paid on the Participant's behalf in relation to the Bonus as soon as reasonably practicable and to notify the Company of such claim and/or receipt of any credit or payment from any relevant Tax Authority in this regard. Following such notification, the Company will be entitled to require the Participant to make a payment to it within thirty days of an amount equivalent to the amount of any payment or credit received from any relevant Tax Authority.

The Participant hereby authorises the Company or such other Group Company as may be the employer of the Participant to make deductions, which the Participant hereby authorises, from any payment owing to them including but not limited to salary, bonus, holiday pay or otherwise in respect of any sum which would otherwise be payable by the Participant under Rule 7.3.

Any payments or repayments made by the Participant under Rule 7.3.3 shall be made within 30 days of the date the Participant is notified in writing of the amount due.

In addition to or in substitution for the actions described above that the Committee may take under 7.3.3 (the "Actions"), the Committee may:

reduce the cash amount or number of Shares payable under any future bonus payable to the Participant; and/or

determine that the number of Shares over which an award or right to acquire Shares is to be granted to the Participant under any Employees’ Share Scheme operated by any Group Company shall be reduced by such number as the Committee may determine; and/or

reduce the number of Shares (including, for the avoidance of doubt, to nil) subject to any award or right to acquire Shares which has been granted to the Participant under any Employees’ Share Scheme operated by any Group Company before the date on which the relevant award or right vests or becomes exercisable by such number as the Committee may determine; and/or

reduce the number of Shares (including, for the avoidance of doubt, to nil) subject to any option to acquire Shares which has been granted to the Participant under any Employees’ Share Scheme operated by any Group Company which has vested but not yet been exercised by such number as the Committee may determine,

provided that the total amount represented by such reductions and any amount or value payable to the Company under Rule 7.3.3 above shall not, in the Committee’s reasonable opinion, exceed the amount or value which would have been due if the Committee had only carried out the Actions.

In carrying out any action under Rule 7.3, the Committee shall act fairly and reasonably but its decision shall be final and binding.

      1. For the avoidance of doubt, any action carried out under this Rule 7.3 may be applied on an individual basis as determined by the Committee. Whenever a reduction of a bonus, award, right to acquire Shares or option is made under Rule 7.3, the relevant bonus, award, right to acquire Shares or option shall be treated to that extent as having lapsed.
  • Lapse of Bonus Opportunity

In addition to any lapse provisions elsewhere in the Rules, a Bonus Opportunity shall lapse on the earliest of the following:

when required by and to the extent necessary to give effect to any reduction or cancellation under Rule 7;

on the date the Participant ceases to be an Eligible Employee but is not a Good Leaver;

the passing of an effective resolution, or the making of an order by the Court, for the insolvent winding-up of the Company; or

at the end of a period of 21 days beginning with the end of an investigation or disciplinary proceedings to which Rule 6.1 refers, if the Committee does not determine that the Bonus should be paid.

  1. Termination of Employment

Good Leavers

If a Participant ceases to be an Eligible Employee during the Plan Year by reason of:

death;

ill-health;

injury or disability;

redundancy (within the meaning of applicable Irish legislation or overseas equivalent);

retirement with the agreement of the Company or such other Group Company as may be the employer of the Participant;

his office or employment being either with a company which ceases to be one of the Group Companies, or relating to a business or part of a business which is transferred to a person who is not a Group Company; or

for any other reason if the Committee so decides,

then, save to the extent the Committee decides otherwise and, in the case of Executive Directors subject always to the Remuneration Policy, their Maximum Bonus (before the application of the Performance Condition(s)) will be pro-rated by multiplying it by X/365, where X is the number of days between the first day of the Plan Year and the date the Participant ceases to be an Eligible Employee.

Any Bonus will be paid (to the Participant's personal representatives where applicable) on the earliest of:

the Payment Date (to the extent the Performance Condition(s) has/have been achieved),

the date on which Bonuses are paid pursuant to Rule 10, (to the extent the Performance Condition(s) has/have been achieved over the period ending with the Exit), or

such earlier date as the Committee may specify (to the extent the Performance Condition(s) has/have been achieved over the period ending with that earlier date).

Ceasing to be an Eligible Employee in other circumstances

In circumstances other than those outlined above, a Bonus will only be paid if:

the Participant is still an Eligible Employee on the Payment Date; and,

the Participant has not given, or been given, notice to cease employment as an Eligible Employee on the Payment Date.

9.4 Any determination, assessment or decision on the part of the Committee under or in connection with Rule 9.1 and/or Rule 9.3 may be delegated in full to the Executive Directors to the extent that the related matter concerns a Participant who is not an Executive Director or member of the executive leadership team.

  1. Takeovers and Liquidations
  2. If an Exit occurs during a Plan Year, the Committee shall decide whether:
    1. Bonuses will continue to accrue to the end of the Plan Year subject to such adjustments to their terms as the Committee sees fit in order to take account of the Exit; and/or
    2. Bonuses will be assessed and paid (in whole or in part) by reference to the proportion of the Plan Year which has elapsed at the time of the Exit.

For the purposes of this Rule 10, the extent to which the Performance Conditions have been satisfied shall be determined by the Committee on such just and reasonable basis as it decides. Without prejudice to the generality of the foregoing, when making its assessment, the Committee may take account of whether and to what extent the Performance Conditions would have been satisfied at the end of the normal performance period had the Exit not occurred.

  1. Tax Liabilities
  2. Each Participant unconditionally and irrevocably agrees as a condition of the grant, holding and receipt of a Bonus or any other benefit from or in connection with a Bonus Opportunity (including any Shares) to pay (or enter into arrangements to pay) the Tax Liability to the Relevant Company and to indemnify and keep indemnified the Relevant Company in respect of the Tax Liability. Without prejudice to the foregoing, each Participant authorises and directs the Company to sell a sufficient number of Shares payable to them on settlement of their Bonus in order to cover the Tax Liability due using the sale proceeds of those Shares.
  3. Administration and Amendment

The Committee may amend, suspend, terminate or reinstate any or all of the provisions of the Plan at any time at its absolute discretion, except where an amendment is made relating to either:

      1. the category of persons to whom a Share-settled Bonus may be granted; or

the limit on the aggregate number of newly issued Shares over which Share-settled Bonuses may be granted,

in which case such amendment can only be made with the prior approval of the Company in a general meeting, except for amendments which are minor and benefit the administration of the Plan or amendments which are necessary in order to take account of a change of legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants in the Plan, the Company or some other Group Member.

The Committee shall determine any question of interpretation and settle any dispute arising under the Plan, including determining whether anything is material.

  1. General

If the Company is unable to allocate sufficient funds to pay the Bonus(es), it may at its absolute discretion scale back payments to be affordable within available funds.

Nothing in the Plan or in any document executed under it will impose on any Group Company, the Board or the Committee or their respective agents and employees, any liability in connection with (i) the loss of a Participant's benefits or rights under the Plan, (ii) the failure or refusal of any person to exercise a discretion under the Plan, or (iii) a Participant ceasing to be an Eligible Employee.

Participants and Eligible Employees shall have no rights (and by accepting their Bonus Opportunity, a Participant waives any claim to such rights) to compensation or damages for any loss of any right or benefit or prospective right or benefit under the Plan (including the lapse of Bonus Opportunities or part thereof by reason of his ceasing to be an Eligible Employee) where this loss arises from:

any company ceasing to be a Group Company or the transfer of any business from a Group Company to any person that is not a Group Company, or

termination of the office or employment by virtue of which he is or may be eligible to participate in the Plan with, or notice to terminate office or employment given by or to, any Group Company or any former Group Company.

A person who is not a party to a Bonus Opportunity shall not have any rights under or in connection with it as a result of the Contracts (Rights of Third Parties) Act 1999 except where these rights arise under any Rule of the Plan (or any document entered into pursuant to, or in connection with, the Plan) for any Relevant Company that is not a party to a Bonus Opportunity.

  1. Confidentiality

Each Participant must keep (i) the existence of the Plan and their Bonus Opportunity and (ii) the Rules and the Bonus Letter (the "Plan Documents") confidential, and must not disclose, or to permit the disclosure of, any of the terms of the Plan Documents to any third party (save to the extent such disclosure is expressly protected by law, or required by law, a court of competent jurisdiction or any governmental or regulatory authority).

  1. Data Protection

For the purpose of operating the Plan, the Company will collect and process information relating to Eligible Employees and Participants in accordance with the privacy notice which is available on request from HR.

  1. Severability

The invalidity or non-enforceability of one or more provisions of the Plan will not affect the validity or enforceability of the other provisions of the Plan, which will remain in full force and effect.

  1. Governing Law

The Plan and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The Board may, in its absolute discretion, determine that another law may apply to the application of the Plan outside the United Kingdom.

  1. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Plan or its subject matter or formation (including non-contractual disputes or claims).

  1. Definition of Terms

Base Salary meansthe annual base salary of an individual excluding any bonuses, commission or other variable remuneration.

Board meansthe board of directors of the Company, as constituted from time to time (or a duly authorised committee thereof).

Bonus meansa cash amount and/or number of Shares calculated as set out in the relevant Bonus Letter and paid in accordance with the Rules of this Plan.

Bonus Letter meansa letter to the Participant setting out the terms of the Bonus Opportunity in accordance with Rule 1.2 and as otherwise approved by the Committee from time to time.

Bonus Opportunity meansthe potential to receive a Bonus in respect of a particular Plan Year, subject to the Rules of this Plan and the terms of the relevant Bonus Letter.

Bonus Value means the gross amount of any Bonus, calculated in accordance with the Rules of this Plan and the relevant Bonus Letter, before any deductions in respect of any Tax Liability.

Committee means the remuneration committee of the Board, as constituted from time to time (or a duly authorised committee thereof).

Company means Hostelworld Group plc.

Companies meansthe Company, any subsidiary of the Company, any holding company of the Company (each within the meaning of section 1159 of the Companies Act 2006) or any subsidiary of a holding company of the Company, each from time to time (and "Group Company" shall mean any one of the Companies from time to time and "Group" shall mean all of the Companies from time to time).

Control has the meaning given to it in section 995 of Income Tax (Earnings and Pensions) Act 2003.

Change of Control means a change of Control of the Company, other than where the buyer is a company and its shareholders and the proportion of its shares held by each of them following completion of the sale are substantially the same as the shareholders and their shareholdings in the Company immediately before the sale. For the purposes of this definition, a person shall be deemed to have obtained Control of the Company if that person, and others acting in concert (within the meaning given to that expression in the City Code on Takeovers and Mergers published by the Panel on Takeovers and Mergers) with that person, have obtained Control of it together.

Dealing Restriction a restriction on dealing in Shares imposed by any law, order, regulation, directive or rules (including, but not limited to, the Listing Rules, the Market Abuse Rules, the Takeover Code and any sector specific regulatory regime applicable to the Company), and/or any internal share dealing code operated by the Company.

EBT means any employee benefit trust established by the Company (or any member of the Group) as an Employees' Share Scheme.

Eligible Employee means a bona fide employee (including an executive director who is an employee) of the Group.

Employees’ Share Scheme has the meaning set out in section 1166 of the Companies Act 2006.

Exit means a Change of Control (including by way of general offer or a scheme of arrangement); the passing of a resolution for the voluntary and solvent winding up of the Company; a person becoming bound or entitled to acquire shares in the Company under sections 979 to 982 or 983 to 985 of the Companies Act 2006 or the Group disposing of all or substantially all of its assets to a third party.

Financial Year means the Company's financial year, within the meaning of section 390 of the Companies Act 2006.

Good Leaver meansa Participant who ceases to be an Eligible Employee during the Plan Year for one of the reasons set out in Rule 9.1.

Grant Date means the date on which a Bonus Opportunity is granted in accordance with Rule 1.

Maximum Bonus meansin respect of any Participant, the maximum Bonus they can receive in respect of the Plan Year, as notified to that Participant at the beginning of that Plan Year in the relevant Bonus Letter.

Maximum Bonus Opportunity means the level of performance at which 100% of the Maximum Bonus in respect of a particular Performance Condition is payable.

Participant meansan individual who holds a Bonus Opportunity or, where applicable, that individual's personal representatives and, for the purposes of Rules 7, 11, 13, 14 and 15, shall include a former Participant.

Payment Date meansthe date on which a Bonus (if any) shall be paid to a Participant, being (save where the Bonus Opportunity has lapsed or been surrendered before such date) the next reasonably practicable payroll following approval of the proposed Bonus payments by the Committee or such other date on which the Bonus becomes payable in accordance with the Rules of this Plan.

Performance Conditions means in respect of a Bonus Opportunity, such conditions by reference to which the quantum of the Bonus will be calculated, as set out in the relevant Bonus Letter.

Plan meansthe annual bonus plan constituted and governed by these Rules, as amended from time to time.

Plan Year meansthe Financial Year to which the Bonus relates.

Relevant Company meansthe Participant's employing company or any other person who is or could be required to account to any Tax Authority for a Tax Liability for or in respect of a Participant.

Remuneration Policy the Company's approved remuneration policy, from time to time.

Shares means ordinary shares of EUR 0.01 nominal value each in the capital of the Company.

Tax Authority meansthe Irish Revenue Commissioners (or any successor authority from time to time) or, where relevant, its equivalent in another jurisdiction.

Taxable Event meansany event or circumstance that gives or may give rise to a liability for the Participant to pay (or for any Relevant Company to account to any Tax Authority for or in respect of the Participant or former Participant) a Tax Liability, in respect of the Bonus Opportunity, including the payment of a Bonus or the surrender of the Bonus Opportunity for consideration, or the receipt of any benefit in connection with it.

Tax Liability meansthe total of any income tax and employee pay related social insurance contributions (or equivalent social security contributions in any other relevant jurisdiction) for which any Relevant Company is or may be liable to account (or reasonably believes it is or may be liable to account) as a result of any Taxable Event and any related fines, penalties and interest.

Trustees means the trustees of any EBT from time to time.