Marshalls PLC

Remuneration Information • Apr 3, 2025

Marshalls plc 2025 Management Incentive Plan

Adoption Date: May 2025 Expiry Date: May 2035

1 Grant of Awards

1.1 Awards granted by Committee

• 1.1.1 The Committee may grant Awards to Eligible Employees at any time on or prior to May 2035. Awards may not be granted after May 2035.
• 1.1.2 Subject to the Rules, the Committee will in its absolute discretion decide whether or not any Awards are granted at any particular time and, if they are, who they are granted to and the terms of such Awards.

1.2 Procedure for granting Awards

Subject to the Rules, Participants to whom the Committee has decided to grant an Award will be issued with an invitation to accept the Award including details of the Performance Targets applicable to the Award that have already been set under Rule 3.1. The Performance Targets and any further target and/or conditions set under Rule 3.1 will also be attached to an Annual Bonus Schedule and to any Award Certificate issued in respect of the Award.

1.2.1 Element A of the Plan

An Annual Bonus Schedule shall be issued to a Participant on the grant of an Award and for each Plan Year within the Bonus Plan Period. Alternatively, a Participant may be advised where that information can be accessed or be given the opportunity to obtain the details electronically.

1.2.2 Element B of the Plan

Where an Eligible Employee has been selected by the Committee to participate in Element B of the Plan the terms and conditions of such participation shall also be set out in the Annual Bonus Schedule for the relevant Plan Year.

1.2.3 An Annual Bonus Schedule shall state where relevant:

Element A of the Plan

• the Award Date;
• the Bonus Plan Period and Plan Years within such period;
• the number of Bonus Units on the grant of an Award (or Bonus Units outstanding for subsequent Plan Years);
• the percentage of Bonus Units capable of Vesting at each Measurement Date;
• the Maximum Annual Contribution;
• the Performance Targets applicable to each Award for the relevant Plan Year;
• the Bonus Plan Deduction Percentage;
• whether a contribution in the form of a Dividend Equivalent shall be made to the Bonus Pool; and
• any other terms and conditions applying to each Award including whether Sale Restrictions shall apply to any Shares provided under Element A of the Plan.

Element B of the Plan

• the Maximum Annual Contribution;
• the Performance Targets applicable to the Award for the relevant Plan Year;
• whether a contribution in the form of a Dividend Equivalent shall be made in respect of the Shares (subject to the Award Vesting) during the period from the Award Date to the date of Vesting; and
• any other terms and conditions applying to Element B of the Plan including Sale Restrictions to the extent applicable.

1.3 Who qualifies for Awards

An Award may not be granted to an individual who is not an Eligible Employee at the Award Date save for any Award to a leaver pursuant to Rule 5.2 where relevant. Unless the Committee decides otherwise or in the case of an any Award to a leaver pursuant to Rule 5.2 where relevant, an Award will not be granted to an Eligible Employee who on or before the Award Date has given or received notice of termination of employment (whether or not lawful).

2. Plan Limits

• 2.1 The aggregate number of Shares subject to an Award shall be limited as set out in this Rule 2.
• 2.2 A Payment may not be made if the result of making the Payment would be that the aggregate number of Shares issued or committed to be issued in the preceding ten-year period under:
  • Payments under the Plan; or
  • options or awards granted under any other Employees' Share Scheme adopted by the Group;

would exceed ten per cent of the Company's issued ordinary share capital at that time.

• 2.3 For the purpose of the limit contained in this Rule 2:
  • for as long as required by the Investment Association's guidelines, any 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 or where the Committee determines that the right to acquire Shares is incapable of being exercised;
  • there shall be disregarded any Shares which the Trustee(s) has or have purchased, or determined that they will purchase, in order to satisfy a Payment 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;
  • any Shares issued in satisfaction of a Payment, or on the exercise of an option or the vesting of other rights of an employee under any other Employees' Share Scheme operated by the Group shall be taken into account once only (when the Payment is made or the option is granted or the right awarded) and shall not be disregarded when the Award Vests, the option is exercised or other rights Vest.

3. Performance Targets

3.1 Setting of Performance Targets

3.1.1 Element A of the Plan

The Bonus Plan Contribution or Bonus Plan Deduction in respect of a Plan Year will be based on the extent to which the Performance Targets and any other conditions set by the Committee are satisfied.

3.1.2 Element B of the Plan

An Award in respect of a Plan Year will be based on the extent to which the Performance Targets and any other conditions set by the Committee are satisfied. Further the Committee may set a further Performance Target on part or all the Shares subject to an Award which shall be a condition of Vesting for such Shares.

3.2 Substitution, variation or waiver of Performance Targets

If an event occurs which causes the Committee to consider that any Performance Target for a Plan Year or any further condition imposed under Rule 3.1 subject to which an Award has been made is no longer appropriate, the Committee may substitute, vary or waive the Performance Target as it considers appropriate. The Award shall then take effect subject to the Performance Target or the other condition as substituted, varied or waived.

In respect of Element A the Committee retains discretion to make downward or upward adjustments to the amount of contribution earned resulting from the application of performance measures if the Committee believes that the contribution would otherwise not be a fair and accurate reflection of business performance.

In respect of Element B the Committee retains discretion to make downward or upward adjustments to the performance result resulting from the assessment of the performance conditions if the Committee believes that the result would otherwise not be a fair and accurate reflection of business performance.

3.3 Notification of Participants

The Committee shall, as soon as practicable, notify each Participant concerned of any determination made by it under this Rule 3.

4. Vesting of Awards

4.1 Element A of the Plan

4.1.1 Vesting of Bonus Units

Subject to Rule 10.1, Bonus Units shall be capable of Vesting on the Payment Date following a Measurement Date in the percentage set out in the Annual Bonus Schedule for the relevant Plan Year.

4.1.2 Annual Calculation of Plan Account

On each Measurement Date throughout the Bonus Plan Period and for one additional Plan Year thereafter, the Committee will determine the value of an Award Holder's Bonus Pool as at the Measurement Date, ordinarily being:

• the value of the Notional Shares in the Bonus Pool which were carried forward from the previous Measurement Date (if any), such value to be calculated using the Share Value as at the Measurement Date; and
• any Bonus Plan Contribution or Bonus Plan Deduction to be made to the Bonus Pool for the Plan Year just ended (or for such shorter period as the Committee determines under Rules 5 and 6), based on the extent to which the Performance Targets have been satisfied for that Plan Year (or shorter period, as the case may be); and
• the Dividend Equivalent, where it has been determined that such amount will be paid;

and each Plan Account will be revised accordingly. For the avoidance of doubt, an Award Holder's Bonus Pool shall not consist of any actual cash, Shares or other assets but shall be a notional value that is used solely for the purposes of calculating an Award Holder's entitlement to Payments in accordance with Rule 4.1.3.

4.1.3 Entitlement to Payment

An Award Holder shall be entitled to receive a Payment in respect of their Vested Bonus Units on the Payment Date after the announcement of the Company's final results for the relevant Plan Year (or from such other event as Rules 5 and 6 provide), and after their Plan Account has been updated in accordance with Rule 4.1.2, based on the following formulae:-

Bonus Unit Price = Bonus Pool / total number of Bonus Units outstanding Payment = Vested Bonus Units x Bonus Unit Price both calculated as at the Measurement Date.

For any part of the Payment to be satisfied in Shares, the number of Shares to be transferred will be calculated using the Share Value as at the Measurement Date.

The Committee may, in its absolute discretion, decide at any time before the Payment Date to settle all or part of any Payment due by procuring that the Group Company which employs the Participant makes a cash payment to the scheme administrator of a registered pension scheme (as defined in the Finance Act 2004, section 150(2) or successor legislation) of which the Participant or their spouse, civil partner, dependent or family member is a member.

4.1.4 Cancellation of Bonus Units following Payment

Where the Participant receives a Payment under Rule 4.1.3, the Bonus Units to which such Payment relates shall be immediately cancelled.

The balance of the Bonus Pool after a Payment has been made shall be held or treated as being held in Notional Shares (the amount of which shall be calculated using the Share Value as at the Measurement Date), which shall be carried forward until the next Measurement Date.

4.1.5 Where Dealing Restrictions apply

Where an Award Holder receives a Payment in Shares, Shares may not be issued or transferred to an Award Holder while Dealing Restrictions apply. Such Shares shall be issued or transferred as soon as the Dealing Restrictions in question cease to apply.

4.2 Element B of the Plan

4.2.1 Grant of Awards

The Committee will determine as at the Measurement Date:

• the level of satisfaction of the Performance Targets for the Plan Year just ended and therefore the percentage of the Maximum Annual Contribution earned which shall be multiplied by the Eligible Employee's base salary to calculate the award value (the "Award Value");
• the number of Shares subject to the Award shall be calculated by dividing the Award Value by the Share Value as at the Measurement Date; and
• the Committee shall grant such Award and issue to the Eligible Employee an Award Certificate (alternatively a Participant may be advised where that information can be accessed or be given the opportunity to obtain the details electronically); the Award Certificate shall state:
  • i. the Award Date;
  • ii. the number of Shares subject to the Award;
  • iii. Vesting Period and the expected date of Vesting;
  • iv. the Performance Targets for part or all of the Vesting of Shares subject to the Award;
  • v. the form in which the Award is granted (Conditional Shares or Nil Cost options);
  • vi. the date when the Sale Restrictions are removed; and
  • vii. any other terms and conditions applicable to the Award.

An Award shall not be granted under Rule 4.2.1 until any Dealing Restrictions cease to apply.

4.3 Malus and Clawback

4.3.1 Malus

The Committee may, at any time prior to a Payment under Element A of the Plan or Element B of the Plan or prior to the end of the Vesting Period for an Award under Element B of the Plan, decide that the value of an Award shall be reduced (including to nil) on such basis that the Committee in its absolute discretion considers to be fair, reasonable and proportionate where, in the opinion of the Committee, there are exceptional circumstances (each a "Malus Event").

Whenever the value of an Award is reduced as a result of a Malus Event, that Award will be treated (to the relevant extent) as having lapsed and the Company must notify the Participant as soon as reasonably practicable thereafter.

4.3.2 Clawback

The Committee may in its absolute discretion require the Participant to transfer to the Company (or the trustee of any employee benefit trust, if required by the Company) all or some of the value:

• acquired pursuant to a Payment under the Plan and/or Vesting under the Plan; and
• which the Participant still holds,

on such basis that the Committee considers to be fair, reasonable and proportionate where, in the opinion of the Committee, there are exceptional circumstances (each a "Clawback Event"). The period during which clawback may be effected (the "Clawback Period") shall be the period of two years from and including the relevant date of Payment and/or end of the relevant Vesting Period.

Whenever an adjustment is required as a result of a Clawback Event, the relevant Award will be treated (to the relevant extent) as having lapsed.

• 4.3.2.1 Where a number of Shares are required to be transferred in accordance with this Rule and the Participant no longer holds sufficient Shares, the Participant will transfer to the Company (or the trustee of any employee benefit trust, if required by the Company):
  • an amount equal to the proceeds the Participant received on the disposal of such Shares; or
  • if that amount is in the opinion of the Committee, acting reasonably, manifestly less than the fair market value of the Shares as the date of disposal, the proceeds the Participant would have received on a disposal of the Shares for their fair market value (determined by the Committee in its 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 Participant in respect of the acquisition of the relevant Shares (except where the Participant can claim relief arising from the transfer of Shares or payments under this Rule).

• 4.3.2.2 In place of an adjustment (in full or in part) pursuant to this Rule, the Committee may in its absolute discretion during the Clawback Period:
  • reduce the amount on Vesting of any unvested Award granted under Element B of the Plan and held by the relevant Participant; and/or
  • require the repayment of any Payment under Element A of the Plan; and/or
  • require the relevant Participant to make a cash payment to the Company (or the Trustees if required by the Company),

on such basis that the Committee considers 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 4.3.2 from any salary or other financial amount payable by the Company to the affected Participant and may do so in instalments or in a single deduction at its discretion.

4.4 Circumstances giving rise to a Malus or Clawback Event

The Committee may determine that a Malus Event and/or a Clawback Event has occurred in the following circumstances (however, this is not an exhaustive list and any determination is at the Committee's discretion):-

• 4.4.1 Discovery of a material mis-statement resulting in an adjustment to the audited consolidated accounts of the Group or the audited accounts of any Group Member for a period that was wholly or partly before the end of the period over which the Performance Target applicable to an Award was assessed; and/or
• 4.4.2 Discovery that the assessment of any Performance Target or condition in respect of an Element A contribution or Element B award was based on error or inaccurate or misleading information; and/or
• 4.4.3 Discovery that any information used to determine the number of Shares subject to an Award was based on error, or inaccurate or misleading information; and/or
• 4.4.4 Action or conduct of an Award Holder which, in the reasonable opinion of the Board, amounts to fraud or gross misconduct; and/or
• 4.4.5 A material failure of risk management of the Company, a Group Member or a business unit of the Group; and/or
• 4.4.6 The Company or any Group Member or business of the Group becomes insolvent or otherwise suffers a corporate failure so that the value of Shares is materially reduced provided that the Board determines following an appropriate review of accountability that the Award Holder should be held responsible (in whole or in part) for that insolvency or corporate failure; and/or
• 4.4.7 The events or the behaviour of an Award Holder have led to the censure of a Group Member by a regulatory authority or which have had a significant detrimental impact on the reputation of any Group Member provided that the Board is satisfied that the relevant Award Holder was responsible for the censure or reputational damage and that the censure or reputational damage is attributable to them.

4.5 Other Restrictions

A Participant may not transfer, pledge, charge or assign or otherwise dispose of their rights under the Plan, which are personal to them, except as provided by the Rules. If a Participant shall do, suffer or permit any such restricted act in relation to any of their Awards, such Award shall lapse immediately.

5 Termination of Employment

5.1 General Rule

Subject to Rule 5.2, if a Participant ceases to be in Relevant Employment with a Group Member for any reason any Bonus Units or Awards that have not Vested shall be immediately cancelled and their Bonus Pool and Awards shall be forfeit and they shall not be entitled to any further Payments under the Plan. Sale Restrictions in relation to Element B Awards that have Vested before termination continue to apply unless expressly waived at the discretion of the Committee.

5.2 Special Cases

Notwithstanding Rule 5.1 this Rule 5.2 applies if a Participant dies, or ceases to be in Relevant Employment by reason of;

• Injury, ill-health or disability;
• redundancy within the meaning of the Employment Rights Act 1996 or equivalent legislation;
• retirement by agreement with the company by which they are employed;
• the Participant being employed by a company which ceases to be a Group Member;
• the Participant being employed in an undertaking or part of an undertaking which is transferred to a person who is not a Group Member; or
• any other circumstances if the Committee decides in any particular case;

Where this rule applies:

Element A of the Plan

Subject to the remainder of this paragraph all of the Participant's Bonus Units subject to a subsisting Award shall Vest on the date Relevant Employment ceases (the "Termination Date"). The Committee will apply Rule 4 in determining any Payments to be made. For the purposes of Rule 4.1 the Committee will calculate the Bonus Plan Contribution (or Bonus Plan Deduction, if applicable) pro-rated to the number of days in the Plan Year served by the Participant up to the Termination Date and taking into account the level of satisfaction of the Performance Targets at the next Measurement Date; subject to the Committee's discretion to waive or apply pro-rating to the Bonus Plan Contribution or Bonus Plan Deduction in respect of the Plan Year in which the Termination Date occurs or more generally to the number of Participant Bonus Units which Vest on the Termination Date. Any Payment shall be made as soon as practicable, having made the above determinations, after the Termination Date.

Element B of the Plan

Shares subject to subsisting Awards at the Termination Date shall Vest on the Termination Date or the next Measurement Date as determined by the Committee (which shall be the Accelerated Vesting Date) pro-rated to the number of days of the relevant Vesting Period that have elapsed as at the Accelerated Vesting Date and taking into account the level of proportionate satisfaction of any further Performance Target set pursuant to Rule 3.1 as at the Accelerated Vesting Date provided that such Shares shall remain subject to the relevant Sale Restrictions; subject to the Committee's discretion to determine that Vesting shall occur at the end of the Vesting Period, to determine the measurement of the Performance Target at the end of the Vesting Period, whether to apply pro-rating and whether to disapply the Sale Restrictions in part or in full.

In respect of the year in which Relevant Employment ceases the Committee will apply Rule 4 in determining any Award to be made. The Committee will calculate the Award pro-rated to the number of days of the Plan Year that have elapsed as at the Participant's Termination Date and taking into account the level of satisfaction of the Performance Targets at the next Measurement Date; subject to the Committee's discretion on whether to apply pro-rating in part or in full. Any Award shall be made as soon as practicable after the determination of the level of satisfaction of the Performance Targets, shall be granted as Vested and may be subject to the Sale Restrictions if so required by the Committee.

5.3 Meaning of ceasing to be in Relevant Employment

For the purposes of the Plan:

• (a) ceasing to be in Relevant Employment shall be the date the Participant ceases to be an employee of a Group Member (or if earlier (other than in respect of ceasing to be in Relevant Employment for any of the reasons noted in Rule 5.2) the date of which the Participant gives or receives notice of termination of such employment);
• (b) save that a Participant shall not be treated as ceasing to be in Relevant Employment until they no longer hold employment with any other Group Member or retain a statutory right to return to work.

6 Takeover, Reconstruction, Amalgamation or Winding-up of Company

6.1 General Rule

This Rule 6 does not apply where Rule 7 (Exchange of Awards) applies.

If Rule 7 does not apply, and any event described in Rules 6.2 to 6.5 (inclusive) occurs:-

In the case of Awards under Element A of the Plan

If the relevant event occurs before the final Measurement Date of the Bonus Plan Period, unless the Bonus Units are to be exchanged under Rule 7, the date of the event shall be the final Measurement Date for the purposes of that Award.

In the case of Awards under Element B of the Plan

If the relevant event occurs before the Measurement Date for the Plan Year, the date of the event shall be the Measurement Date for such Plan Year.

6.2 Takeover

Subject to Rule 7 where a person individually or with others Acting In Concert with them obtains Control of the Company as a result of making an offer to acquire Shares the Committee shall have regard to Rule 6.7 and determine (i) the treatment of subsisting Awards; (ii) any final Awards (and the treatment of the same) under Element A or Element B; and (iii) the date of any associated Vesting and related Payment.

6.3 Compulsory acquisition of Company

Subject to Rule 7, if a person becomes entitled or bound to acquire Shares in the Company in accordance with sections 979 to 982 of the Companies Act 2006 the Committee shall have regard to Rule 6.7 and determine (i) the treatment of subsisting Awards; (ii) any final Awards (and the treatment of the same) under Element A or Element B; and (iii) the date of any associated Vesting and related Payment.

6.4 Reconstruction or amalgamation of Company

Subject to Rule 7, if a person proposes to obtain Control of the Company in pursuance of a compromise or arrangement sanctioned by the court under section 899 of the Companies Act 2006 the Committee shall have regard to Rule 6.7 and determine (i) the treatment of subsisting Awards; (ii) any final Awards (and the treatment of the same) under Element A or Element B; and (iii) the date of any associated Vesting and related Payment.

6.5 Winding-up of Company

Subject to Rule 7 if notice is given of a resolution for the voluntary winding-up of the Company the Committee shall have regard to Rule 6.7 and determine (i) the treatment of subsisting Awards; (ii) any final Awards (and the treatment of the same) under Element A or Element B; and (iii) the date of any associated Vesting and related Payment.

6.6 Demergers and Other Events

Subject to Rule 7 if the Committee becomes aware that the Company will be affected by a demerger, distribution (which is not an ordinary dividend) or other transaction not otherwise covered by the Rules the Committee acting fairly and reasonably and taking account of the circumstances may determine to have regard to Rule 6.7 and determine (i) the treatment of subsisting Awards; (ii) any final Awards (and the treatment of the same) under Element A or Element B; and (iii) the date of any associated Vesting and related Payment.

6.7 Calculation

Where this Rule 6.7 applies:

Element A of the Plan

Unless the Committee determines otherwise, the Measurement Date shall be brought forward to the date of the relevant event and the Committee shall apply Rule 4 to determine the Payment to be made. For the purposes of Rule 4.1 the Committee will calculate the Bonus Plan Contribution (or Bonus Plan Deduction if applicable) pro-rated to the amount of the Plan Year completed on the date of the event and taking into account the level of satisfaction of the Performance Targets at this date; subject to the Committee's discretion to waive or apply pro-rating to the Bonus Plan Contribution or Bonus Plan Deduction in respect of the Plan Year in which the event occurs or more generally to determine the number of Participant Bonus Units (including subsisting Bonus Units) which Vest on the event. Any Payment shall be made as soon as practicable after the Committee has exercised its discretion.

As subsisting Bonus Units relate to past performance, unless the Committee determines otherwise, such subsisting Bonus Units will Vest in full.

Element B of the Plan

Unless the Committee determines otherwise the Measurement Date shall be brought forward to the date of the relevant event and the Committee shall apply Rule 4 to determine the Award to be made. For the purposes of Rule 4.2 the Committee will calculate the Award pro-rated to the amount of the Plan Year completed on the date of the event and taking into account the level of satisfaction of the Performance Targets at the date of the event provided that the Committee shall have discretion on the level of any prorating to time. Any Payment of an Award shall be in cash unless the Committee determines otherwise made as soon as practicable after the Committee has exercised its discretion.

All subsisting Awards granted prior to the date of the relevant event under Element B of the Plan shall Vest on the date of the relevant event to the extent determined by the Committee. The extent of Vesting may include application of the Committee's discretion to prorate the Awards from the Award Date to the date of the event and any reduction to the Award on account of any outstanding Performance Targets attached to the Awards (for example one set under Rule 3.1). The early assessment of any such aforementioned Performance Target shall be on such basis (including modified) as the Committee determines appropriate.

Sale Restrictions shall cease to apply or not apply as relevant.

6.8 Notification of Participants

The Committee shall, as soon as reasonably practicable, notify each Participant of the occurrence of any of the events referred to in this Rule 6 and explain how this affects their position under the Plan.

6.9 Vesting of Awards and corporation tax deduction

Where the Committee is aware that an event is likely to occur under Rule 6 in respect of which Awards will Vest in circumstances where the conditions for relief under Part 12 of the Corporation Tax Act 2009 (or equivalent legislation) may not be satisfied or such circumstances as the Committee consider it preferable for the Award to Vest, the Committee may determine that the Awards Vest in accordance with Rule 6 immediately prior to the event taking place.

7 Exchange of Awards

7.1 Where Exchange Applies

Bonus Units and Awards of Shares will not Vest under Rule 6 but will be exchanged for a new award ("New Award") under this Rule to the extent that:-

• An offer to exchange the Award with a New Award is made and accepted by the Participant; or
• The Committee, and if relevant, with the consent of the persons acquiring Control, decide that Awards will be automatically exchanged for New Awards.

7.2 Terms of Exchange

The following applies in respect of New Awards:

• The Award Date of the New Award shall be deemed to be the same as the Award Date of the existing Award.
• The New Award will be in respect of the shares in a company determined by the Committee and if relevant, with the consent of the persons acquiring Control of the Company.
• In the application of the Plan to the New Award, where appropriate, references to "Company" and "Shares" shall be read as if they were references to the company to whose shares the New Award relates save that in the definition of "Committee" the reference to "Company" shall be read as if it were a reference to Marshalls plc.
• The New Award must be equivalent to the existing Award, it will Vest at the same time and in the same manner as the existing Award.
• Where Bonus Units and Awards of Shares are exchanged, the Committee and if relevant, with the consent of the persons acquiring Control of the Company, may make such adjustments as it deems necessary to ensure as far as reasonably possible that the interests of Participants are not affected either favourably or unfavourably.

8 Lapse of Awards

Notwithstanding any other provision of the Rules, an Award shall lapse on the earliest of:

• the Participant ceasing to be in Relevant Employment, subject to Rule 5;
• any date expressly provided for under these Rules; or
• the date on which the affected Participant becomes bankrupt or enters into a compromise with their creditors generally unless the Committee determines otherwise.

9 Shares and Notional Shares

Element A of the Plan

The Committee shall determine what proportion of the Participant's Bonus Pool shall be held in Shares or Notional Shares. The Committee may determine that part or all of a Payment is satisfied by the transfer of Shares. In the event of a Reorganisation the number of Notional Shares or Shares held in a Bonus Pool shall be adjusted in such manner and with effect from such date as the Committee may determine to be appropriate.

Element B of the Plan

In the event of a Reorganisation the number of Shares subject to Awards shall be adjusted in such manner and with effect from such date as the Committee may determine to be appropriate.

General

The Company shall ensure when necessary that it is in a position to satisfy or procure the satisfaction of all rights to Shares from time to time subsisting under the Plan, taking account of the other obligations of the Company' in relation to the provision of Shares.

The Trustee(s) may in their absolute discretion and at the request of the Committee agree to undertake the responsibility of satisfying Payment on behalf of the Company.

10 Accounting for Tax and Social Security

10.1 Deductions

Unless the Participant discharges any liability that may arise, the Grantor, the Company or any Group Member (as the case may be) may withhold such amount, or make such other arrangements as it may determine appropriate, for example to sell or withhold Shares, to meet any liability to taxes or social security contributions in respect of Awards.

As a condition of receiving an Award, the Participant agrees to indemnify the Company, the Grantor or any Group Member (as the case may be) in respect of any amount for which the Company, the Grantor or any Group Member (as the case may be) has an obligation to account under the PAYE system or in respect of employee National Insurance Contributions (or any equivalent taxation or social security payable in any jurisdiction outside the United Kingdom) arising from the Vesting and/or exercise of any Award or which would not have arisen but for the grant of the Award to the Participant.

11 Issue and Listing of Shares

11.1 Rights attaching to Shares

All Shares issued and/or transferred under the Plan shall, as to voting, dividend, transfer and other rights, including those arising on a liquidation of the Company, rank equally in all respects and as one class with the Shares of the same class in issue at the date of issue or transfer save as regards any rights attaching to such Shares by reference to a record date prior to the date of such issue or transfer.

11.2 Listing of Shares

If and so long as Shares are listed on the Official List and traded on the London Stock Exchange, the Company will apply for the listing of any Shares issued under the Plan as soon as practicable.

12 Relationship of Plan to Contract of Employment

12.1 Contractual Provisions

12.1.1 No provisions in the Plan form part of any contract of employment between any Group Member and a Participant.

• 12.1.2 Nothing in the Plan or in any document issued pursuant thereto shall confer upon any person any right to continue to be employed by any Group Member or shall affect the right of any Group Member to terminate the employment of any person, or shall impose upon any Group Member or employees of such Group Member, the Committee or their respective servants or agents any liability for the loss of any rights under the Plan which may result if that person's employment is so terminated (whether such termination is in breach of the relevant terms and conditions of employment or otherwise).
• 12.1.3 A Participant shall not be entitled to any compensation or damages for any loss or potential loss which they may suffer by reason of any loss of any actual or prospective right or benefits under the Plan which they might otherwise have enjoyed, including without limitation being unable to acquire or retain Bonus Units and/or Shares, or any interest in Bonus Units and/or Shares, pursuant to an Award in consequence of:-
  • the Participant giving or receiving notice of termination of their office or employment (whether or not the termination (and/or giving of notice) is ultimately held to be wrongful or unfair);
  • the loss or termination of their office or employment with the Company or any present or past Group Member for any reason whatsoever (whether or not the termination is ultimately held to be wrongful or unfair);
  • the exercise by the Committee of any discretion in accordance with any Rule of this Plan; or
  • for any other reason;

and whether such compensation is claimed by way of damages for wrongful or unfair dismissal or other breach of contract or by way of compensation for loss of office or otherwise.

12.2 Deemed Agreement

By accepting the grant of an Award, a Participant is deemed to have agreed to the provisions of these Rules, including this Rule 12.

13 Administration of Plan

• 13.1 The Company and the Committee where appropriate, shall be responsible for, and shall have the conduct of, the administration of the Plan. The Committee may from time to time make, amend or rescind regulations for the administration of the Plan provided that such regulations shall not be inconsistent with the Rules.
• 13.2 The decision of the Committee shall be final and binding in all matters relating to the Plan, including but not limited to the resolution of any dispute concerning, or any inconsistency or ambiguity in the Rules or any document used in connection with the Plan.
• 13.3 Where the Grantor is not the Company and has made, or proposes to make, an Award, the Grantor shall consult with, and take account of the wishes of, the Committee before making any determination or exercising any power or discretion under the Plan.
• 13.4 Where the Grantor is not the Company, the Grantor and an Award Holder shall provide to the Company as soon as reasonably practicable such information as the Company reasonably requests for the purpose of complying with its obligations including its obligation under section 421J of ITEPA 2003 or equivalent legislation.
• 13.5 All Awards shall be made entirely at the discretion of the Committee.
• 13.6 The cost of introducing and administering the Plan shall be met by the Company. The Company shall be entitled, if it wishes, to charge an appropriate part of such cost to a Subsidiary or the Grantor.

14 Data Protection

Personal data relating to participants 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.

15 Amendments

• 15.1 Subject to Rules 15.2 and 15.3, the Committee may from time to time amend the Rules (including, for the purposes of establishing a sub-plan for the benefit of employees or other persons located overseas).
• 15.2 Without the prior approval of the Company in general meeting, an amendment to the Rules may not be made for the benefit of existing or future Participants if the amendment relates to:
  • the basis for determining an Eligible Employee's entitlement (or otherwise) to be granted an Award and\or to acquire Shares on the exercise of a Nil Cost Option and\or to become absolutely entitled to Shares subject to a Conditional Share Award (as the case may be) under the Plan;
  • the persons to whom an Award may be granted;
  • the Maximum Annual Contribution;
  • the limit on the aggregate number of Shares over which Awards may be granted;
  • the limit on the number of Shares over which Awards may be granted to any one Eligible Employee;
  • the adjustment of Awards on a Reorganisation; or
  • this Rule 15.2

For the avoidance of doubt, the following amendments to the Plan shall be permitted:

• an amendment which is of a minor nature and benefits the administration of the Plan; or
• an amendment which is of a minor nature and is necessary or desirable 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.

Subject to the above, the Committee may add to, vary, or amend the Rules by way of a separate schedule in order that the Plan operates in compliance with all requisite local legislative and regulatory requirements as may apply to Participants and/or the relevant Group Company.

• 15.3 No amendment may be made which would have a material and adverse effect on the subsisting rights of a Participant unless the Participant (or in the case of a change affecting more than one Participant, the majority in number of such participants) has approved the amendment.
• 15.4 Nothing in these Rules confers any benefit, right or expectation on a person who is not a holder of an Award or is otherwise a Participant under the Plan. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of these Rules.

16 Notices

• 16.1 Save as provided for by law, any notice, document or other communication given by, or on behalf of, the Grantor to any person in connection with the Plan shall be deemed to have been duly given if delivered to them at their place of work, if they are in Relevant Employment if sent by e-mail to such e-mail address as may be specified by them from time to time, or sent through the post in a pre-paid envelope to the postal address last known to the Company to be their address and, if so sent, shall be deemed to have been duly given on the date of posting.
• 16.2 Save as provided for by law any notice, document or other communication given to a Grantor in connection with the Plan shall be delivered by hand or sent by email, fax or prepaid post to the Company Secretary at the Company's registered office or such other e-mail or postal address as may from time to time be notified to Participants but shall not in any event be duly given unless it is actually received at the registered office or such e-mail or postal address.

17 Governing Law and Jurisdiction

• 17.1 The formation, existence, construction, performance, validity and all aspects whatsoever of the Plan, any term of the Plan and any Award made under it shall be governed by English law.
• 17.2 The English courts shall have jurisdiction to settle any dispute which may arise out of, or in connection with, the Plan. The jurisdiction agreement contained in this Rule 17 is made for the benefit of the Company only, which accordingly retains the right to bring proceedings in any other court of competent jurisdiction. By accepting the making of an Award, a Participant is deemed to have agreed to submit to such jurisdiction.

18 Definitions and Interpretation

In this Plan, unless the context otherwise requires, the following words and expressions have the following meanings:

Acting In Concert has the meaning given to that expression in The City Code on Takeovers and Mergers as amended from time to time;

Annual Bonus Schedule means a statement in a form determined by the Company and issued for each Plan Year setting out a Participant's contingent and/or Vested entitlement in respect of an Award as set out in Rule 1;

Award means:-

Element A of the Plan:-

a conditional entitlement to Bonus Units granted under the Plan;

Element B of the Plan:-

a means a Nil Cost Option or a Conditional Share Award granted under the Plan;

Award Certificate means a statement in a form determined by the Company setting out details of the Award as set out in Rule 4.2;

Award Date means the date on which an Award is granted;

Bonus Plan Contribution means a contribution to a Participant's Bonus Pool;

Bonus Plan Deduction means a deduction from a Participant's Bonus Pool;

Bonus Plan Deduction Percentage means the percentage set by the Committee and used to calculate the Bonus Plan Deduction;

Bonus Plan Period means a number of consecutive Plan Years set by the Committee during which the Bonus Pool may receive Bonus Plan Contributions and may suffer Bonus Plan Deductions;

Bonus Pool means the Participant's potential entitlement under the Plan from time to time;

Bonus Unit means a unit comprised in an Award, the Vesting and value of which determines the Payment to be received by a Participant;

Bonus Unit Price means the value of a Bonus Unit calculated in accordance with Rule 4;

Committee means the Remuneration Committee of the Board of directors of the Company or such other committee of the Board as may have been duly authorised for the purposes of determining executive remuneration and/or awards under this Plan, or the Board of Directors of the Company;

Company means Marshalls plc incorporated in England and Wales under company number 05100353;

Control has the meaning given to it by section 995 of the Income Tax Act 2007;

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

Dealing Restrictions means restrictions on dealings imposed by statute, order or regulation or Government directive, by the Listing Rules or any other rules or regulations issued from time to time by the FCA, MAR (the Market Abuse Regulations or Directive) or by any share dealing code adopted by the Company;

Dividend Equivalent means:-

Element A of the Plan:-

in respect of a Bonus Pool, a contribution equal to the value of dividends paid on Shares (or on a number of Shares equal to the number of Notional Shares) paid since the previous Measurement Date; Element B of the Plan:-

an additional amount provided to a Participant in cash or Shares equivalent to the value of dividends paid on Vested Shares from the Award Date to the Measurement Date;

Eligible Employee means an individual who at the Award Date is in Relevant Employment;

Employees' Share Scheme has the meaning set out in section 1166 of the Companies Act 2006; Financial Year means the accounting reference period of the Company from time to time; Grantor means

• in relation to an Award made by the Company, the Committee;
• in relation to an Award made by a Subsidiary, the Subsidiary.

Group means the Company and its Subsidiaries from time to time and Group Member shall be interpreted accordingly;

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

London Stock Exchange means the London Stock Exchange plc or any successor body;

Maximum Annual Contribution means the maximum annual contribution set by the Committee in its discretion expressed as a percentage of the relevant Participant's base salary which can be earned under the Plan in respect of the relevant Plan Year. The Maximum Annual Contribution for the Plan is 250% of base salary provided that the Maximum Annual Contribution in respect of Element A of the Plan shall not exceed 150% of salary;

Measurement Date means a date set by the Committee in accordance with the Rules when the Committee shall make the determinations set out in Rule 4: there will normally be one Measurement Date in respect of each Plan Year, which shall normally fall at the end of each Plan Year;

Nil Cost Option means a right to acquire Shares granted under the Plan for a nominal or notional amount as set out in the Award Certificate;

Notional Share means an unsecured right to a Plan Share;

Participant means an Eligible Employee who holds an Award or, where the context permits, their legal personal representatives;

Payment means:-

Element A of the Plan:-

a transfer of cash and/or, at the discretion of the Committee, Shares and/or other assets in satisfaction of the value of Vested Bonus Units;

Element B of the Plan:-

The grant of an Award over Shares in accordance with Rule 4 and subject to the terms and conditions set out in the Award Certificate;

Payment Date means the date on which a Participant becomes entitled to a Payment as determined by the Committee;

Performance Targets means one or more performance targets imposed under Rule 3.1 and as substituted or varied in accordance with Rule 3.2;

Plan means the Marshalls plc 2020 Management Incentive Plan as amended from time to time;

Plan Account means a record of the value of a Participant's Bonus Pool and changes thereto over the Bonus Plan Period;

Plan Year means a Financial Year of the Company or such period set by the Committee;

Relevant Employment means employment with any Group Member;

Reorganisation means any variation in the share capital of the Company, including but without limitation a capitalisation issue, rights issue, demerger or other distribution, a special dividend or distribution, rights offer or bonus issue and a sub-division, consolidation or reduction in the capital of the Company; Rules mean the rules of the Plan;

Sale Restrictions if applicable to an Award means the period of two years from the date on which the Shares have Vested for each Award of Shares granted under Element B of the Plan during which the Participant (or at the discretion of the Committee, the Participant's spouse or civil partner) cannot dispose of the beneficial ownership of Vested Shares in respect of each such Award (other than to satisfy any liability under Rule 10.1);

Shares means ordinary shares in the capital of the Company

Share Value means the mid-market value of a Plan Share for the 30-day period finishing on the end of the relevant Financial Year or such other period as the Committee shall determine;

Subsidiary has the meaning set out in section 1159 of the Companies Act 2006;

Trustee means the trustee of any employee trust created by a Group Member for the purpose of holding shares, inter alia, connected with any employee share scheme, and "Trustees" shall apply where there is more than one Trustee of any such trust;

Vest means the date on which the Committee exercises its discretion to determine the entitlement of a Participant to Bonus Units and/or Awards of Shares in accordance with Rules 4, 5 or 6 (and "Vesting" and "Vested" shall be construed accordingly);

Vesting Period means a minimum period of three years from the Award Date for an Award in respect of Shares under Element B of the Plan.

Interpretation

• In the Plan, save as provided for by law a reference to writing includes any mode of reproducing words in a legible form and reduced to paper or electronic format or communication including, for the avoidance of doubt, correspondence via e-mail.
• Unless the context otherwise requires, words importing the singular number shall include the plural and vice versa, and "they", "their", etc. shall include the masculine, feminine and neuter and vice versa.
• A reference to a 'person' shall include bodies corporate, unincorporated associations, partnerships and any other body or entity.
• A reference to these Rules shall include these Rules as amended or varied in accordance with its terms.
• Clause headings do not form part of these Rules and are for convenience only and shall not be taken into account in the construction or interpretation of these Rules.
• The expressions "hereunder", "herein", "hereof" and "hereto" and similar expressions shall be construed as references to these Rules as a whole and not limited to the particular clause or provision in which the relevant reference appears.
• Where the words include(s), including or in particular are used in these Rules, they are deemed to have the words "without limitation" following them.