Marshalls PLC

Remuneration Information • Apr 3, 2025

Draft Plan Rules for display

MARSHALLS PLC

THE MARSHALLS PLC 2025 BONUS SHARE PLAN

Approved by shareholders of the Company on May 2025

............................................ Chair

THE MARSHALLS PLC BONUS SHARE PLAN 2025

CONTENTS

Part A: Making of Awards	Rules 1 – 4	Pages 1 - 4
Part B: Vesting and Exercise of Awards	Rules 5 – 8	Pages 4 - 6
Part C: Corporate Events	Rules 9 – 16	Pages 6 - 8
Part D: General	Rules 17 – 26	Pages 8 – 11
Part E: Definitions and Interpretation	Rule 27	Pages 11 - 16

THE MARSHALLS PLC 2025 BONUS SHARE PLAN

PART A: MAKING OF AWARDS

1. ELIGIBILITY AND GRANT OF AWARDS

• 1.1 This Bonus Share Plan sets out the conditions under which Share related Awards may be made to Employees who participate in the Annual Bonus Scheme (if any) for the Plan Year in question operated by the Group or any member of the Group.
• 1.2 Directors have absolute discretion as to the Employees to whom Awards may be made under the Annual Bonus Scheme and/or this Bonus Share Plan.
• 1.3 The Directors are responsible for setting the Performance Conditions in respect of any Plan Year which will determine whether an Award under this Bonus Share Plan is made and if so, the number of Award Shares that may be granted (as set out in Rule 4). Participants will be advised of the Performance Conditions in writing in their Annual Bonus Letter relating to that Plan Year.
• 1.4 Unless the Directors otherwise determine, an Award may not be granted to an individual who is not an Employee at the Award Date or who on or before the Award Date has given or received notice of termination of employment (whether or not lawful).
• 1.5 No amount shall be payable by the Awardholder for the acquisition of Shares pursuant to an Award, unless the Grantor determines otherwise.

2. TIMING OF AWARDS

• 2.1 An Award may be made during the period of 42 days beginning with the Dealing Day following the announcement by the Company of its results for any period, or in exceptional circumstances at any other time at the discretion of the Directors.
• 2.2 If the Grantor is restricted by statute, order or regulation (including any regulation, order or requirement imposed on the Company by the FCA or any other regulatory authority) from making an Award within any period as mentioned in Rule 2.1 the Grantor may make an Award within the period of 42 days after all such restrictions are removed.
• 2.3 No Award may be made after May 2035.

3. OVERALL LIMITS ON THE ISSUE OF NEW SHARES TO SATISFY AWARDS

• 3.1 Subject to the following provisions of this Rule 3, the Company may issue Shares (as new Shares or out of treasury) for the purposes of satisfying Awards and may do so on such terms, as to subscription price or otherwise, as the Directors may determine.
• 3.2 The number of Shares in respect of which rights to potentially acquire newly issued Shares may be granted pursuant to this Plan on any day, when added to:-
  • 3.2.1 the number of Shares issued or which remain potentially issuable pursuant to Awards granted in the period of 10 years ending on that day; and
  • 3.2.2 the number of Shares issued or which remain potentially issuable pursuant to awards granted in the period of 10 years ending on that day pursuant to any other employees' share scheme of the Company

shall not exceed 10 per cent of the Ordinary Share Capital on that day.

3.3 For the purposes of this Rule 3, references to newly issued Shares shall, if so required in accordance with guidance issued by the Investment Association (formerly the Association of British Insurers), be taken to include references to Shares issued or to be issued out of treasury.

3.4 For the avoidance of doubt, if Shares issued to a Trustee have been counted for the purpose of this Rule 3, they shall not also be counted when they are used to satisfy an Award (or a right granted under any other employee's share scheme of the Company).

4. CALCULATION OF AWARDS AND ISSUE OF CERTIFICATES

• 4.1 The maximum value of an Award for any Plan Year shall be such percentage of the Awardholder's Base Salary (not exceeding 100%) as approved by the Directors in respect of the Awardholder's potential participation in the Plan for that Plan Year.
• 4.2 The actual value of an Award shall be calculated following the announcement of the audited annual results of the Group for the Plan Year in question, by applying the Bonus Outcome Percentage to such maximum value. The number of Award Shares shall then be calculated, by reference to the Market Value of a Share at the end of the relevant Plan Year.
• 4.3 As soon as practicable after an Award has been made, the Company shall issue, or procure the issue, to the Awardholder of an Award Certificate (which may be in electronic form) which specifies:-
  • 4.3.1 the Grantor;
  • 4.3.2 the Award Date;
  • 4.3.3 the number of Award Shares;
  • 4.3.4 the Holding Period; and
  • 4.3.5 in the case of a Nil-Cost Option Award the last date on which the Nil-Cost Option Award may be exercised.
• 4.4 The Certificate will state that it is a condition of the Award that the Awardholder indemnifies the Company and the Awardholder's Employer against any Award Tax Liability.
• 4.5 The Grantor may require an Awardholder to deliver to the Grantor a duly completed Form of Acceptance in relation to such Award within 30 days (or such other period as the Grantor may specify) of the issue of an Award Certificate. In such circumstances, if an Awardholder has not delivered the Form of Acceptance at the end of that period the Award shall lapse.

PART B: VESTING AND EXERCISE OF AWARDS

5. VESTING AND EXERCISE

• 5.1 The expectation is that Awards made under this Plan will Vest and be exercisable by Awardholders after a Holding Period, normally a period of three years after the date of the Award ending on the applicable Vesting Date. The conditions of Vesting and exercise are as set out in the Rules of this Plan and in particular (but without limitation) are subject to Rule 5.6 and Rule 6.
• 5.2 A Nil-Cost Option Award may, subject to Rules 5.6, 6 and 7, be exercised on or after the applicable Vesting Date up to and including the day before the tenth anniversary of the Award Date (or such earlier date as the Directors may specify on grant) subject to it lapsing earlier under any other Rule of this Plan.
• 5.3 To exercise a Nil-Cost Option Award, the Awardholder shall serve a written notice (in such form as the Directors may determine) on the Company (as agent for the Grantor) which specifies the number of Vested Award Shares over which the Award is exercised on that occasion, and may also specify the name of his nominee (if not himself) to whom the Shares are to be issued or transferred.
• 5.4 Subject to Rules 5.6, 6 and 7, within 30 days after the Company receives a notice of exercise of a Nil-Cost Option Award, or after Vesting of a Contingent Share Award, the Grantor shall issue, transfer or procure the issue or transfer to the Awardholder (or his nominee) of the Shares in respect of which the Nil-Cost Option Award is duly exercised or in respect of which the Contingent Share Award Vests.
• 5.5 As soon as reasonably practicable after the issue or transfer of any Shares pursuant to an Award, the Grantor shall procure:-
• 5.5.1 the issue of a definitive share certificate or such acknowledgement of shareholding as is prescribed from time to time for the Shares transferred to the Awardholder (or such nominee);
• 5.5.2 if Shares are to be issued and, on the date of issue, Shares of the same class are listed on the Official List, that any Shares so issued are admitted to the Official List.
• 5.6 An Award may not Vest or be exercised, nor may any Vested Award Shares be issued or transferred to or to the order of the Awardholder following the Vesting or exercise of an Award, if such Vesting, exercise, issue or transfer is prevented by reason of any statutory, regulatory or other legal provision or any other requirement or guidance issued by the FCA or any regulatory authority or on behalf of institutional investors in the Company or any other body ("Restriction"). If any Vesting, exercise, issue or transfer is prevented by any such Restriction the relevant event will be delayed until the Restriction no longer applies.
• 5.7 The Award Certificate will state whether the Directors intend to exercise their discretion to allow an amount equal to the applicable Dividend Equivalent to be delivered to the Awardholder. If such discretion is exercised, when Shares are delivered pursuant to an Award, the Grantor may, subject to Rule 7, either:-
• 5.7.1 pay to the Awardholder, or procure the payment to the Awardholder of, a cash sum not exceeding the Dividend Equivalent; or
• 5.7.2 issue, transfer or procure the issue or transfer to the Awardholder of an additional number of Shares not exceeding the number of Shares which could have been acquired by the reinvestment of the Dividend Equivalent.

6. CONDITIONS IN WHICH AWARDS MAY NOT VEST (MALUS) OR MAY BE RECLAIMED (CLAWBACK)

6.1 Malus

The Directors may, at any time prior to the Vesting Date decide that the value of an Award shall be reduced (including to nil) on such basis that the Directors in their absolute discretion consider to be fair, reasonable and proportionate where, in the opinion of the Directors, there are exceptional circumstances. Such exceptional circumstances include (without limitation):

• 6.1.1 a material mis-statement in the published results of the Group;
• 6.1.2 misconduct on the part of the Awardholder concerned or where, as a result of an appropriate review of accountability, the Directors determine that an Awardholder has caused wholly or in part a material loss for the Group as a result of (i) reckless, negligent or wilful actions or omissions, or (ii) inappropriate values or behaviour; or
• 6.1.3 where the level of satisfaction of the Performance Conditions has been calculated incorrectly.

Whenever the value of an Award is reduced, that Award will be treated (to the relevant extent) as having lapsed and the Company shall notify the Awardholder as soon as reasonably practicable of the application of this Rule 6.1 to any Awards.

6.2 Clawback

• 6.2.1 The conditions and the period under which clawback may be effected (the "Clawback Period") shall be the same as those specified (if any) for repayment or recovery of annual bonus under the Annual Bonus Scheme for the Plan Year in question.
• 6.2.2 Where a number of Shares are required to be transferred in accordance with this Rule and the Awardholder no longer holds sufficient Shares, the Awardholder will transfer to the Company (or any Trustee):
  • (a) an amount equal to the proceeds the Awardholder received on the disposal of such Shares; or
  • (b) if that amount is in the opinion of the Directors, acting reasonably, manifestly less than the fair market value of the Shares as the date of disposal, the proceeds the Awardholder would have received on a disposal of the Shares for their fair market value (determined by the Directors in their absolute discretion, acting reasonably) at the time of disposal,

and, in either case, less the amount of tax and social security contributions actually paid (or due to be paid) by the Awardholder in respect of the acquisition of the relevant Shares (except where the Awardholder can claim relief arising from the transfer of Shares or payments under this Rule).

6.2.3 In place of an adjustment (in full or in part) pursuant to this Rule, the Directors may in their absolute discretion during the Clawback Period reduce the amount of any other Award under the Plan or any bonus otherwise payable under the Annual Bonus Scheme or may require the Awardholder to make a cash payment to the Company (or the Trustee), on such basis that the Directors consider to be fair, reasonable and proportionate where any Clawback Event occurs. The Company may deduct any amount owing to it as a result of the operation of Rule 6.2.2 from any salary or other financial amount payable by the Company to the affected Awardholder, and may do so in instalments or in a single deduction at their discretion.

7. RECOVERY OF AWARD TAX LIABILITY

• 7.1 It shall be a condition of every Award that the Awardholder indemnifies the Company and (if different) the Awardholder's Employer against any Award Tax Liability and that, if required by the Company, he shall enter into a valid election under section 431 of the Income Tax (Earnings and Pensions) Act 2003 (or any similar arrangement outside of the UK).
• 7.2 The Awardholder authorises the Company to sell or procure the sale of sufficient Shares on or following the Vesting or exercise of any Award on his behalf to ensure that the Awardholder's Employer receives the amount required to discharge the Award Tax Liability which arises on Vesting or exercise of the relevant Award, except to the extent that the Company decides that all or part of the Award Tax Liability shall be funded in a different manner.
• 7.3 If, on any occasion, an Award Tax Liability arises in relation to a payment of cash pursuant to an Award, the Awardholder authorises the Company to withhold from that payment an amount not exceeding the Award Tax Liability (or to procure the withholding of such amount).

8. LEAVING EMPLOYMENT

• 8.1 If an Awardholder Leaves for any reason other than a Permitted Reason, his Award shall lapse on the Leaving Date.
• 8.2 If the Awardholder Leaves on or after the end of the Holding Period for a Permitted Reason, the Awardholder may exercise his Nil-Cost Option Award only within the period of 6 months beginning with the Leaving Date (or such shorter period as is required to comply with Rule 5.2).
• 8.3 If the Awardholder Leaves before the end of the Holding Period for a Permitted Reason then at the discretion of the Directors, any Award then outstanding may Vest before the end of the Holding Period, either on the Leaving Date or at the end of the relevant financial year during which the Leaving Date may fall, in which case outstanding Awards are expected to be pro-rated according to the number of days during the Holding Period that have elapsed up to the Accelerated Vesting Date. Rule 5 shall apply, save that the Awardholder may exercise his Nil-Cost Option Award only within the period of 6 months beginning with the Accelerated Vesting Date.
• 8.4 In the case of death in service, references in this Rule 8 to 6 months shall be read as references to 12 months and references to the Awardholder shall be read, as the context requires, as references to his Personal Representatives.
• 8.5 A Nil-Cost Option Award will lapse and cease to be exercisable, to the extent not exercised, at the end of the period specified in Rule 8.1, 8.3 or 8.4 as applicable.

PART C: CORPORATE EVENTS

9. VESTING IN CONNECTION WITH CORPORATE EVENTS

• 9.1 Where Awards Vest in the circumstances referred to in Rules 11 to 15, all Award Shares shall become Vested Award Shares on the date of the relevant event (as determined by the Directors) and Rule 5 shall apply accordingly.
• 9.2 Where the Directors are aware that an event referred to in Rules 11 to 15 is likely to occur, they may determine that an Award may Vest immediately prior to the event taking place if, (acting fairly and reasonably and taking account of the circumstances) they consider that it would be preferable to do so. In this case, the Directors shall notify the Awardholders, and, in the case of a Nil-Cost Option Award, shall specify the period within which the Award may be exercised.
• 9.3 If the relevant event occurs part way through a Plan Year, the Directors shall determine to what extent (if any) the Performance Conditions have been or will have been proportionately satisfied at the date on which the relevant event occurred or is likely to occur, and shall notify Awardholders as soon as reasonably practicable of their decision. If an Award would have been made based on such determination, but it is not practicable to do so in the context of the relevant event, then at the Directors' discretion, an equivalent value may be paid in cash.

10. EXCHANGE OF AWARDS

If, following a Change of Control or a Reorganisation (or in any other circumstances), Awardholders are invited to accept an Exchange of Awards or the Directors determine that there will be an automatic Exchange of Awards, Awards shall not Vest as a result of the event in question, and at the end of the period in which Awardholders may accept such an invitation or upon an automatic Exchange of Awards (as applicable) the Awards shall lapse in full, unless the Directors determine otherwise. Rules 11-15 shall be subject to this Rule 10.

11. CHANGE OF CONTROL

• 11.1 If any person obtains Control of the Company as a result of making a general offer to acquire Shares in the Company, or having obtained such Control, makes such an offer, then Awards shall immediately Vest, and the Directors shall notify Awardholders that Nil-Cost Option Awards may then be exercised, within one month (or such longer period as may be specified in such notice) and, unless the Directors determine otherwise, shall lapse at the end of that period.
• 11.2 For the purposes of this Rule 11, a person shall be deemed to have Control of the Company if he, and others acting in concert with him, have together obtained Control of it.

12. COMPULSORY ACQUISITION

If any person becomes bound or entitled to acquire Shares in the Company under sections 979 to 982 of the Companies Act 2006 then Awards shall immediately Vest, and the Directors shall notify Awardholders that Nil-Cost Option Awards may be exercised at any time when that person remains so entitled or bound and shall lapse at the end of such period.

13. STATUTORY RECONSTRUCTION

• 13.1 If a compromise or arrangement is proposed in relation to the Company pursuant to section 899 of the Companies Act 2006, then Awards shall Vest, and the Directors shall notify Awardholders that Nil-Cost Option Awards may then be exercised, within the period commencing on the date on which the compromise or arrangement becomes effective (or, if the Directors so determine, the earlier date when the court sanctions the compromise or arrangement) and ending three months after its commencement or at such earlier time as the Directors determine.
• 13.2 As a substitute for the rights set out in Rule 13.1, the Company may notify Awardholders that Nil-Cost Option Awards may be exercised subject to the court sanctioning the compromise or arrangement, so that such exercise takes effect immediately after the court sanctions the compromise or arrangement but before such compromise or arrangement becomes effective.

Where the Company so notifies an Awardholder, the period during which the Awardholder may exercise Nil-Cost Option Awards will be at least 14 days, ending no more than 14 days before the date on which the court is expected to sanction the compromise or arrangement.

13.3 A Nil-Cost Option Award which is not exercised within the period specified in Rule 13.1 or 13.2 shall, unless the Directors determine otherwise, lapse at the end of that period.

14. WINDING-UP

If notice is given to holders of Shares of a resolution for the voluntary winding-up of the Company, then Awards shall Vest on the date that notice is given, and the Directors shall notify Awardholders that Nil-Cost Option Awards may then be exercised at such times as specified by the notice and shall lapse upon the commencement of a winding-up of the Company.

15. DEMERGER

If the Directors become aware that the Company will be affected by a demerger, distributions (which is not an ordinary dividend) or other transaction not otherwise covered by the Rules, then they may (acting fairly and reasonably and taking account of the circumstances) determine that all Awards shall Vest and in that case shall notify Awardholders that Nil-Cost Option Awards may then be exercised, within one month (or such longer period as may be specified in such notice) and, unless the Directors determine otherwise, shall lapse at the end of that period.

16. VARIATION OF SHARE CAPITAL

• 16.1 If the Ordinary Share Capital is altered by way of capitalisation or rights issue, sub-division, consolidation or reduction, or in the event of a demerger, or payment of a special dividend which would otherwise materially affect the value of an Award, or if there is any other variation in the share capital of the Company the Directors may make such adjustment as they consider appropriate:-
• 16.1.1 to the number of Award Shares;
• 16.1.2 where Award Shares have become Vested Award Shares but no Shares have been issued or transferred to the Awardholder, to the number of Shares which may be so issued or transferred, provided that
  • (a) the number of Shares as so adjusted has been rounded down to the nearest whole number; and
  • (b) if the Grantor is not the Company, no such adjustment shall be made without the consent of the Grantor.

The Directors shall, as soon as reasonably practicable, notify every Awardholder affected by an adjustment under Rule 16.1.

PART D: GENERAL

17. ALTERATION OF THE PLAN

• 17.1 The Directors may alter or amend any of the provisions of this Plan in any respect, save that subject to Rule 17.2, no alteration or amendment shall be made to the advantage of existing or new Awardholders to the provisions relating to:-
• 17.1.1 eligibility to participate;
• 17.1.2 the individual and overall limitations on the making of Awards;
• 17.1.3 the basis for determining Awardholders' rights to acquire Shares;
• 17.1.4 the adjustment of rights in the event of a variation of the Ordinary Share Capital; or
• 17.1.5 this Rule 17.1

without the prior approval by ordinary resolution of the shareholders of the Company.

• 17.2 The restrictions in Rule 17.11 shall not apply to the extent that an alteration or amendment is in the opinion of the Directors a minor amendment to benefit the administration of this Plan; or to take account of any change in legislation; or to obtain or maintain favourable tax, exchange control or regulatory treatment for existing or new Awardholders, the Company, any Subsidiary or any Associated Company.
• 17.3 If, in relation to any Awards, the Grantor is not the Company, no alteration or addition shall be made to the terms of such Awards without the approval of the Grantor.
• 17.4 As soon as reasonably practicable after making any such alteration or addition the Directors shall (on behalf of the Grantor) give notice to every Awardholder (if any) affected thereby.
• 17.5 The Directors may establish other share plans for Employees resident or working outside the United Kingdom based on the Plan, but modified to take account of local tax, exchange control, and securities laws provided that any Shares issued or which might be issued under such other plans are treated as counting against the limits in Rule 3.
• 17.6 Save as set out in this Rule 17, the Directors may from time to time make and vary such rules and regulations which are consistent with the rules of the Plan and establish such procedures for their administration and implementation as they think fit.
• 17.7 If any question, dispute or disagreement arises as to the interpretation of this Plan or of any rules, regulations or procedures relating to it or as to any question or right arising from or related to this Plan, the decision of the Directors shall be final and binding upon all persons.

18. DATA PROTECTION

18.1 Personal data relating to Awardholders and any individuals who may be eligible to participate in the Plan may be collected, processed and transferred for any purpose relating to the operation of the Plan in compliance with any applicable laws and any data privacy notice and/or policies of any member of the Group in force from time to time.

19. RELATIONSHIP WITH CONTRACT OF EMPLOYMENT

• 19.1 The making of an Award shall not form part of the Awardholder's entitlement to remuneration or benefits pursuant to his contract of employment and benefits under this Plan shall not be pensionable.
• 19.2 The existence of a contract of employment between the Awardholder and the Company or any present or past Subsidiary or Associated Company shall not give the Awardholder any right or entitlement to an Award nor any expectation that an Award might be made to him, whether

subject to any conditions or at all, and neither the existence of this Plan nor the fact that an individual has on any occasion been granted an Award shall give such individual any right, entitlement or expectation that he has or will in future have any such right, entitlement or expectation to participate in this Plan or to receive an Award on any other occasion.

• 19.3 The rights and obligations of an Awardholder under the terms of his contract of employment with the Company or any present or past Subsidiary or Associated Company shall not be affected by the making of an Award or his participation in this Plan, and shall not give the Awardholder any rights or additional rights to compensation or damages in consequence of:-
• 19.3.1 the Awardholder giving or receiving notice of termination of his office or employment or the loss or termination of his office or employment with the Company or any present or past Subsidiary or Associated Company for any reason whatsoever; or
• 19.3.2 any loss or potential loss which he may suffer by reason of being unable to acquire or retain Shares, or any interest in Shares, pursuant to an Award in consequence of the termination of his office or employment with the Company or any present or past Subsidiary or Associated Company,

in each case whether or not the termination (and/or giving of notice) is ultimately held to be wrongful or unfair;

19.3.3 the exercise by the Directors of any discretion in accordance with any Rule of this Plan,

or for any other reason.

20. NON-TRANSFERABILITY OF AWARDS

• 20.1 An Award is personal to an Awardholder and may not be transferred during his lifetime.
• 20.2 If an Awardholder:-
• 20.2.1 transfers, assigns, mortgages, charges or otherwise disposes of an Award or of any interest in or right to acquire any Award Shares (other than to his Personal Representative);
• 20.2.2 is adjudged bankrupt or an interim order is made because he intends to propose a voluntary arrangement to his creditors under the Insolvency Act 1986;
• 20.2.3 makes or proposes a voluntary arrangement under the Insolvency Act 1986, or any other plan or arrangement in relation to his debts, with his creditors or any section of them; or
• 20.2.4 is not, or ceases to for any other reason (except on death) to be the legal or beneficial ownership of an Award or of any interest in or right to acquire any Award Shares,

the Awardholder shall immediately cease to have any right or entitlement to any Award Shares.

21. RIGHTS ATTACHING TO SHARES

• 21.1 The issue or transfer of any Shares under this Plan shall be subject to the Company's Articles of Association and to any necessary consents of any governmental or other authorities (whether in the United Kingdom or otherwise) under any enactments or regulations from time to time in force.
• 21.2 The Awardholder shall comply with any requirements to be fulfilled in order to obtain or obviate the necessity of any such consent.
• 21.3 All Shares issued or transferred under this Plan shall rank equally in all respects with the Shares then in issue, except for any rights attaching to such Shares by reference to a record date prior to the date of such allotment or transfer.

22. SERVICE OF DOCUMENTS

• 22.1 Except as otherwise provided in this Plan, any written notice or document to be given by, or on behalf of, the Company or other Grantor or any administrator of this Plan to any Employee or Awardholder in accordance or in connection with this Plan may be given by hand or sent by prepaid first class post (airmail if overseas) to the Employee's or Awardholder's home or work address. The Company and the Grantor may also communicate with Awardholders by facsimile number or email address. Any notice or document given in accordance with this Rule 22.1 shall be deemed to have been given:-
• 22.1.1 upon delivery, if delivered by hand;
• 22.1.2 after 24 hours, if sent by post;
• 22.1.3 at the time of transmission, if sent by email provided that a delivery receipt has been obtained, SAVE THAT a notice or document shall not be duly given by email unless that person is known by the Company to have personal access during his normal business hours to information sent to him by email.
• 22.2 Any notice or document so sent to an Employee or Awardholder shall be deemed to have been duly given notwithstanding that such person is then deceased (and whether or not the Company or other Grantor has notice of his death) except where his Personal Representatives have supplied an alternative address to which documents are to be sent to the Company.
• 22.3 Any written notice or document to be submitted or given to the Grantor, the Company or any administrator of this Plan in accordance or in connection with this Plan may be given by hand or sent by pre-paid first class post (airmail if overseas), facsimile transmission or email but shall not in any event be duly given unless it is actually received by the secretary of the Company or such other individual as may from time to time be nominated by the Company and whose name and address, facsimile number or email address is notified to the Awardholder.

23. STAMP DUTY

Any stamp duty or stamp duty reserve tax payable in respect of a transfer of Shares to, or to the order of, an Awardholder (other than stamp duty or stamp duty reserve tax payable on a sale of Shares by the Grantor at the direction of the Awardholder) shall be paid by the Company or, if different, the Grantor (who shall be reimbursed by the Company).

24. PURCHASE BY TRUSTEE

An Awardholder may, subject to the Company's share dealing policy, direct the Grantor or Trustee to sell Vested Award Shares on his behalf and, in this event, such Shares may, if the Trustee so determines, be purchased by the Trustee PROVIDED THAT the price per Share paid by the Trustee is not less than the market value of a Share on the date of purchase.

25. THIRD PARTY RIGHTS

Except as otherwise expressly stated to the contrary, neither this Plan nor the making of any Award shall have the effect of giving any third party any rights under this Plan pursuant to the Contracts (Rights of Third Parties) Act 1999 and that Act shall not apply to this Plan or to the terms of any Award under it.

26. JURISDICTION

• 26.1 This Plan and any Award shall be governed by and construed in all respects in accordance with the laws of England and Wales.
• 26.2 The courts of England shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning an Award and any matter arising from or in relation to this Plan.

PART E: DEFINITIONS AND INTERPRETATION

27. DEFINITIONS

27.1 In this Plan:-

"Accelerated Vesting Date"	means the date on which an Award Vests in accordance with Rules 8 or 9
"Annual Bonus Letter"	means the letter notifying an Employee in relation to his participation in the Annual Bonus Scheme and this Plan which sets out the principal terms and conditions including the Performance Conditions
"Annual Bonus Scheme"	means any discretionary annual bonus scheme operated by the Group or any Group company approved from time to time by the Directors
"Associated Company"	means any company which, in relation to the Company, is an associated company as that term is defined in section 449 of the Corporation Tax Act 2010 but with the omission of the words "or at any other time within the preceding 12 months"
"Award"	means a Nil-Cost Option Award or a Contingent Share Award, or an equivalent award to be satisfied in cash (as appropriate in the context)

"Award Date" means the date on which an Award is made

"Awardholder" means a person to whom an Award has been or is to be made or, in the event of his death, his Personal Representatives

• "Awardholder's Employer" means such member of the Group as is an Awardholder's employer or, if he has ceased to be employed within the Group, was his employer or such other member of the Group, or other person as may be obliged under any statutory or regulatory enactment (whether in the United Kingdom or otherwise) to account for any Award Tax Liability
• "Award Shares" means the Shares over which an Award is granted and over which it subsists from time to time
• "Award Tax Liability" means any liability of the Grantor or an Awardholder's Employer to account to HMRC or any other tax authority for any amount of, or representing, income tax or NICs or any equivalent charge in the nature of tax or social security contributions (whether under the laws of the United Kingdom or otherwise), which may arise on the grant, vesting, exercise, assignment or release of an Award, or the acquisition of Shares or of any interest in Shares pursuant to an Award or any cash payment made under this Plan, or the expiry of any statutory time period in relation to an Award, or otherwise in relation to an Award, including any liability arising under Part 7A ITEPA
• Base Salary means the pre-tax base salary of an Employee as at 1 January of the relevant Plan Year adjusted where appropriate at the discretion of the Directors to take account of promotions, salary increases or other change in the status of the Employee between such date and the date on which an Award is calculated.
• "Bonus Outcome Percentage" means the level of satisfaction of the applicable Performance Conditions, as determined by the Directors after the announcement of the Company's final results for the relevant Plan Year (or from such other event as provided in Rule 9.3) expressed as a percentage of that Employee's maximum bonus opportunity (as set out in the Annual Bonus Letter for that Plan Year).
• "Company" means Marshalls plc (registered in England no. 5100353)
• "Contingent Share Award" means a right to acquire Shares where such Shares are delivered automatically following Vesting in accordance with the Rules
• "Control" has the meaning given in section 719 of ITEPA
• "Dealing Day" means a day on which the London Stock Exchange is open for business
• "Directors" means the board of directors of the Company or a duly authorised Director or committee of the Board
• "Dividend Equivalent" means an additional amount equivalent to the value of dividends (not including any associated tax credits) paid between the Award Date and the Vesting Date on Ordinary Shares in the Company applied to the number of Vested Award Shares to which an Awardholder is entitled that may be provided to an Awardholder in cash or Shares on or after the Vesting Date
• "Employee" means an employee of any member of the Group
• "Exchange of Awards" means the grant to the Awardholder, in consideration of the release of his Award, of rights to acquire shares in a company which may be acquiring (either itself or by a member of its group) the Company or merging with the Company being rights which are:-
  • (a) in the opinion of the Directors, substantially equivalent in value to the value of such Award; and
  • (b) on terms approved by the Directors

"FCA" means the Financial Conduct Authority of the United Kingdom

• "Form of Acceptance" means a form by which the Awardholder notifies the Grantor of his acceptance of an Award and his agreement to be bound by the rules of this Plan and which is in such form as the Grantor may specify when the Award is made
• "Grantor" means the Company or such other person as has made an Award

"Group"	means the Company and any company which is for the time being a Subsidiary
"HMRC"	means His Majesty's Revenue and Customs
"Holding Period"	means the period commencing on the Award Date and ending on the third anniversary of the Award Date (or such other period as may be specified when an Award is granted)
"ITEPA"	means the Income Tax (Earnings & Pensions) Act 2003
"Leaves"	means an Awardholder ceasing to be an employee of a member of the Group (or if earlier in the case of Rule 8.1 the date on which the Awardholder gives or receives notice of termination of such employment) except where:
	(a) the Awardholder remains an employee of any other member of the Group; or
	(b) the Awardholder retains a statutory right to return to work
	and the terms "Leaving" and "Leaver" shall be construed accordingly.
"Leaving Date"	means the date on which an Awardholder Leaves
"Market Value"	means the average mid-market value of a Share for the 30 day period finishing on the last day of a Plan Year or such other period as the Directors may determine
"NICs"	means National Insurance contributions
"Nil-Cost Option Award"	means a right to acquire Shares where such Shares are delivered following the service of a notice of exercise in accordance with the Rules
"Normal Vesting Date"	means the final date of the Holding Period (or the first date thereafter on which any restrictions applicable pursuant to Rule 5.6 cease to apply)
"Ordinary Share Capital"	means the issued ordinary share capital of the Company, other than fixed-rate preference shares, including any Shares held in treasury
"Performance Conditions"	means the performance targets that must be achieved in order for an Award to be made under this Plan and to enable an Employee to receive bonus under the Annual Bonus Scheme, as determined by the Directors, normally at the time an Employee becomes eligible and is invited to participate in the Annual Bonus Scheme.

"Permitted Reason" means Leaving by reason of:-

• (c) death;
• (d) injury, ill-health or disability (evidenced to the satisfaction of the Directors);
• (e) redundancy within the meaning of the Employment Rights Act 1996;
• (f) retirement with the agreement of the member of the Group which is the Awardholder's employer company;
• (g) the fact that the office or employment by virtue of which the Awardholder is eligible to participate in this Plan relates to a business or part of a business which is transferred to a person who is neither an Associated Company nor a member of the Group;
• (h) the fact that the company with which the Awardholder holds the office or employment by virtue of which he is eligible to participate in this Plan is no longer a member of the Group or an Associated Company;
• (i) any other reason as the Directors may determine, in their discretion

"Personal Representatives" means the personal representatives of an Awardholder (being either:-

• (a) the executors of his will;
• (b) if he dies intestate, the duly appointed administrator(s) of his estate); or
• (c) the relevant overseas equivalents,

who, in any case, have produced evidence to the Company of their appointment as such

• "Plan" means the Marshalls plc Bonus Share Plan 2015 as set out in these rules and amended from time to time pursuant to Rule 17
• "Plan Year" means a financial year of the Company in relation to which an Award is made and in respect of which the Performance Conditions are set and will be measured
• "Reorganisation" means any transaction(s) which result in a change of Control of the Company but where immediately after such change of Control all or substantially all of the Shares in the acquiring company are held by persons who were shareholders in the Company immediately prior to the change of Control of the Company
• "Shares" means fully paid ordinary shares in the capital of the Company (or, following a reconstruction, demerger or reorganisation of the Company, shares or other securities

representing such shares)

• "Subsidiary" means any company which is for the time being a subsidiary (as defined in section 1159 of the Companies Act 2006) of the Company
• "Trustee" means the trustee or trustees for the time being of any trust established by the Company for the benefit of persons including Employees

"Vest" means:-

• (a) in the case of a Nil-Cost Option Award, it becoming exercisable; or
• (b) in the case of a Contingent Share Award, the Awardholder becoming unconditionally entitled to have Shares issued or transferred to him

in each case in consequence of the Vesting Date having passed and subject to the Rules, and "Vested" and "Vesting" shall be construed accordingly

"Vested Award Shares" means:

• (a) in the case of a Nil-Cost Option Award, Award Shares in respect of which the Award is or becomes exercisable; or
• (b) in the case of a Contingent Share Award, references to Award Shares to which the Awardholder becomes or has become entitled.

"Vesting Date" means the Normal Vesting Date, or, where the context so requires, the Accelerated Vesting Date

• 27.2 Any reference to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted. Words and expressions used in this Plan and in any ancillary documents which are not otherwise defined shall have the meanings they bear for the purposes of ITEPA.
• 27.3 Words denoting the masculine gender shall include the feminine, and words denoting the singular shall include the plural and vice versa.
• 27.4 References to rules are to the rules of this Plan and no account shall be taken of the rule headings, which are for ease of reference only.
• 27.5 References to Shares in respect of which an Award subsists at any time are to be read and construed as references to the Shares over which the Award is then held (and in respect of which it has not then lapsed).
• 27.6 No Award shall confer any beneficial interest in any Vested Award Shares prior to the Awardholder (or his Personal Representatives) or his (or their) nominee being registered as the holder of such Vested Award Shares and, for the avoidance of doubt, unless expressly determined by the Directors under the Rules, no Awardholder (nor his Personal Representatives) shall be entitled to any dividends paid or any other distribution made, or to exercise or direct the exercise of any votes or any other rights, in respect of any such Vested Award Shares by reference to a record date before he (or they) or his (or their) nominee is registered as the holder of the Shares.