TRIFAST PLC

Remuneration Information • Jul 31, 2024

The Trifast plc Executive Turnaround Plan

Trifast plc The Trifast plc Executive Turnaround Plan

Shareholder approval: [●] 2024 Board adoption: [●] 2024

Plan expires: 10 September 2029

PricewaterhouseCoopers LLP, 1 Embankment Place, London, WC2N 6RH T: +44 (0) 20 7583 5000, F: +44 (0) 20 7822 4652, www.pwc.co.uk PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH.PricewaterhouseCoopers LLP is authorised and regulated by the Financial Conduct Authority for designated investment business.

The Trifast plc Executive Turnaround Plan

Table of contents

1.	Grant of Options	1
2.	Plan limits	2
3.	Individual limit	3
4.	Exercise Price	3
5.	Performance Target and conditions	3
6.	Malus	4
7.	Clawback	5
8.	Vesting and exercise of Options	8
9.	Holding Period	10
	10. Vesting and exercise of Options in special circumstances	11
11.	Takeover and other corporate events	13
	12. Exchange of Options	15
	13. Lapse of Options	16
	14. Adjustment of Options on Reorganisation	16
	15. Tax and social security withholding	16
	16. Rights and listing of Plan Shares	17
	17. Relationship of the Plan to contract of employment	17
	18. Administration of the Plan	18
	19. Amendment of the Plan	19
	20. Notices	20
	21. Governing law and jurisdiction	20
	22. Interpretation	20
	Schedule A: United Kingdom – CSOP Options	24
	Schedule B: United States of America – Sub Plan 2024	30

The Trifast plc Executive Turnaround Plan

1. Grant of Options

Options granted by Grantor

Subject to Rules 1.5, 1.6, 1.7 and 18.3, the Grantor may from time to time grant Options to Eligible Employees.

Terms of Options and Directors' Remuneration Policy limitations

Subject to the Rules, the Grantor will in its absolute discretion decide whether or not any Options are to be granted at any particular time and, if they are, to whom they are granted and the terms of such Options. Where Options are not granted by the Board, the terms must be approved in advance by the Board.

Where the Company has in place a Directors' Remuneration Policy approved by the Company in general meeting, the terms of an Option to be granted to an Eligible Employee who is a director of the Company must fall within the scope of the Directors' Remuneration Policy in place when the Option is granted. Such terms may include by way of example but without limitation any relevant individual limit in Rule 3 and any Performance Target set under Rule 5.

Procedure for grant of Options and Grant Date

An Option shall be granted by the Grantor passing a resolution. The Grant Date shall be the date on which the Grantor passes the resolution or any later date specified in the resolution and allowed by Rule 1.5. The grant of an Option shall be evidenced by a deed executed by or on behalf of the Grantor.

An Option Certificate shall be issued to each Option Holder as soon as reasonably practicable following the grant of the Option setting out details of the Option determined in accordance with Rule 1.4.

Terms and conditions set at grant

The Grantor shall, at the time of grant, determine:

• the Grant Date;
• the number of Plan Shares subject to the Option or the basis on which the number of Plan Shares will be calculated;
• the Exercise Price or the method by which the Exercise Price will be determined;
• the date or dates on which the Option will normally become exercisable and if more than one date is specified, the number or proportion of the Plan Shares subject to an Option which will normally become exercisable on each of those dates and the Service Period;
• the Exercise Period;
• any Performance Target, Performance Underpin and condition imposed under Rule 5.1;
• any Holding Period (and the proportion of the Option to which it applies, if not 100 per cent); and
• any other conditions of the Option.

The Grantor may grant an Option in any number of tranches, where the terms (as referred to in this Rule) are different. In these circumstances, the Rules will be interpreted as if each tranche was a standalone Option.

When Options may be granted

Subject to Rule 1.6, the Grantor may grant Options only during the 42 days beginning on:

• the date of shareholder approval of the Plan;
• the day after the announcement of the Company's results for any period through a Regulatory Information Service;
• any day on which the Board determines that circumstances are sufficiently exceptional to justify the grant of Options at that time; or

The Trifast plc Executive Turnaround Plan

the day after the lifting of any Dealing Restrictions which prevented the grant of Options during any of the times described above.

When Options may not be granted

Options may not be granted:

• when prevented by any Dealing Restrictions; or
• after the 5th anniversary of shareholder approval of the Plan.

Who can be granted Options

An Option may only be granted to an individual who is an Eligible Employee at the Grant Date. Unless the Board decides otherwise, an Option will not be granted to an Eligible Employee who on or before the Grant Date has given or received notice of termination of employment (whether or not lawful).

Confirmation of acceptance of Option

The Grantor may require an Eligible Employee who is (or is to be) granted an Option to confirm their acceptance of the Rules and the terms of any Option granted to them by a specified date. Such confirmation will be in a manner and form set by the Grantor (which may require the Eligible Employee to confirm acceptance on a portal or execute a document). The Grantor may provide that the Option will lapse (and as a result be treated as never having been granted) if the confirmation of acceptance is not provided by the specified date, or provide that the Option will not become exercisable until they do so agree in writing.

Right to refuse Option

An Option Holder may by notice in writing to the Company within 30 days after the Grant Date state they do not want their Option in whole or part. In such a case, the Option shall to that extent be treated as never having been granted.

No payment for an Option

An Option Holder shall not be required to make payment for the grant of an Option unless the Board determines otherwise. Where an Option Holder refuses their Option pursuant to the terms of Rule 1.9, no payment in connection with the refusal is required from the Option Holder or the Grantor.

Options non-transferable

An Option shall be personal to the Option Holder and, except in the case of the death of an Option Holder, an Option shall not be capable of being transferred, charged or otherwise alienated and shall lapse immediately if the Option Holder purports to transfer, charge or otherwise alienate the Option.

2. Plan limit

General

The aggregate number of Plan Shares over which Options may be granted shall be limited as set out in this Rule 2.

7.5 per cent issued share capital limit

An Option may not be granted if the result of granting the Option would be that the aggregate number of Plan Shares which may be issued or transferred under Options granted under the Plan would exceed 7.5 per cent of the Company's issued ordinary share capital at that time.

Calculation

For the purpose of the limit contained in Rule 2.2:

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• for the avoidance of doubt, new issue shares, treasury shares and market purchase shares shall be included in the limit;
• there shall be disregarded any Plan Shares where the right to acquire the Plan Shares has lapsed or been renounced; and
• any Plan Shares issued or transferred (or which may be issued or transferred) in relation to an Option shall be taken into account once only (when the Option is granted) and shall not fall out of account when the Option becomes exercisable or is exercised.

Scaling down

If the granting of an Option would cause the limit in Rule 2.2 to be exceeded, such Option shall take effect as an Option over the maximum number of Plan Shares which does not cause the limit to be exceeded. If more than one Option is granted on the same Grant Date, the number of Plan Shares which would otherwise be subject to each Option shall be reduced pro rata.

3. Individual limit

General

The number of Plan Shares over which Options may be granted to any one Eligible Employee shall be determined by the Board at its absolute discretion but shall be limited as set out in this Rule 3.

Limit for CEO and any other director

• The maximum aggregate number of Plan Shares over which Options may be granted to the person or persons holding the role of Chief Executive Officer of the Company from time to time may not exceed 2.2 per cent of the Company's issued ordinary share capital from time to time.
• The maximum aggregate number of Plan Shares over which Options may be granted to any other person who is a director of the Company from time to may not exceed 1.3 per cent of the Company's issued ordinary share capital from time to time.

Scaling down

If the grant of an Option would cause the limit in Rule 3.2 to be exceeded, such Option shall take effect as an Option over the maximum number of Plan Shares which does not cause the limit to be exceeded.

4. Exercise Price

The Exercise Price of the Plan Shares over which Options are granted shall be the Market Value averaged over the five Dealing Days preceding the Grant Date as determined by the Board.

Where the Grantor has determined that an Option will be satisfied by the issue of Plan Shares and the Exercise Price per Plan Share is less than the nominal value of a Plan Share, the Company will ensure that at the time of the issue of the Plan Shares arrangements are in place to pay up at least the nominal value of the relevant Plan Shares.

5. Performance Target, Performance Underpin and conditions

Setting of Performance Target, Performance Underpin and conditions

The Vesting of an Option and the extent to which it Vests and becomes exercisable will be subject to the satisfaction of any applicable Performance Target, Performance Underpin and any other conditions set by the Grantor on or before the Grant Date.

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The Grantor may in addition adjust the extent to which an Option becomes exercisable upwards or downwards (including for the avoidance of doubt to nil) after the application of any Performance Target Performance Underpin or any other conditions set by the Grantor if in its opinion:

• the extent to which the Option would become exercisable resulting from the application of the Performance Target, Performance Underpin and/or any other conditions is not a fair and accurate reflection of the performance of the Company, the Group or any Group Member(s); and/or
• the extent to which the Option would become exercisable resulting from the application of the Performance Target, Performance Underpin and/or any other conditions is not a fair and accurate reflection of the performance of the Option Holder; and/or
• there is any other factor or there are any other circumstances which would make the extent to which the Option would become exercisable resulting from the application of the Performance Target, Performance Underpin and/or any other conditions inappropriate without adjustment.

Nature of Performance Target, Performance Underpin and conditions

Any Performance Target and any other condition imposed under Rule 5.1 shall be:

• objective; and
• set out in, or attached in the form of a schedule to, the Option Certificate.

Substitution, variation or waiver of Performance Target, Performance Underpin and conditions

The Grantor may waive or change any Performance Target, Performance Underpin or condition imposed under Rule 5.1 in accordance with its terms.

If an event occurs which causes the Grantor to consider that any Performance Target, Performance Underpin and/or any other condition imposed under Rule 5.1 subject to which an Option has been granted is no longer appropriate, the Grantor may substitute, vary or waive that Performance Target, Performance Underpin and/or any other condition in such manner (and make such consequential amendments to the Rules) as:

• is reasonable in the circumstances; and
• except in the case of waiver, produces a fairer measure of performance and is not materially less difficult to satisfy than if the event had not occurred.

The Option shall then take effect subject to the Performance Target, Performance Underpin and/or any other condition as substituted, varied or waived.

Notification of Option Holders

The Grantor shall, as soon as practicable, notify each Option Holder concerned of any determination made by it under Rule 5.3.

6. Malus

Notwithstanding any other provision of the Rules, the Board may, at (or at any time before) the time that an Option becomes exercisable, cancel or reduce the number of Plan Shares subject to an Option in whole or in part (including, for the avoidance of doubt, to nil) or impose additional conditions on the Option in the following circumstances:

• discovery of a material misstatement resulting in an adjustment in the audited consolidated accounts of the Company or the audited accounts of any Group Member; and/or
• the assessment of any Performance Target, Performance Underpin or condition in respect of an Option was based on error, or inaccurate or misleading information; and/or
• the discovery that any information used to determine the number of Plan Shares subject to an Option was based on error, or inaccurate or misleading information; and/or

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• action or conduct of an Option Holder which, in the reasonable opinion of the Board, amounts to fraud or gross misconduct; and/or
• events or behaviour of an Option Holder have led to the censure of a Group Member by a regulatory authority or have had a significant detrimental impact on the reputation of any Group Member provided that the Board is satisfied that the relevant Option Holder was responsible for the censure or reputational damage and that the censure or reputational damage is attributable to them; and/or
• a material failure of risk management of the Company, a Group Member or a business unit of the Group; and/or
• the Company or any Group Member or business of the Group becomes insolvent or otherwise suffers a corporate failure so that the value of Plan Shares is materially reduced provided that the Board determines following an appropriate review of accountability that the Option Holder should be held responsible (in whole or in part) for that insolvency or corporate failure.

In determining any reduction which should be applied under this Rule 6, the Board shall act fairly and reasonably but its decision shall be final and binding.

For the avoidance of doubt, any reduction under this Rule 6 may be applied on an individual basis as determined by the Board. Whenever a reduction is made under this Rule 6, the relevant Option shall be treated as having lapsed to that extent.

7. Clawback

Trigger Events

In this Rule 7, a Trigger Event means:

• discovery of a material misstatement resulting in an adjustment in the audited consolidated accounts of the Company 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 or Performance Underpin applicable to an Option was assessed; and/or
• the discovery that the assessment of any Performance Target, Performance Underpin or condition in respect of an Option was based on error, or inaccurate or misleading information; and/or
• the discovery that any information used to determine the number of Plan Shares subject to an Option was based on error, or inaccurate or misleading information; and/or
• action or conduct of an Option Holder occurs or is discovered which, in the reasonable opinion of the Board, amounts to fraud or gross misconduct; and/or
• events or behaviour of an Option Holder have led to the censure of a Group Member by a regulatory authority or have had a significant detrimental impact on the reputation of any Group Member provided that the Board is satisfied that the relevant Option Holder was responsible for the censure or reputational damage and that the censure or reputational damage is attributable to them; and/or
• a material failure of risk management of the Company, a Group Member or a business unit of the Group occurs or is discovered; and/or
• the Company or any Group Member or business of the Group becomes insolvent or otherwise suffers a corporate failure so that the value of Plan Shares is materially reduced provided that the Board determines following an appropriate review of accountability that the Option Holder should be held responsible (in whole or in part) for that insolvency or corporate failure.

Application

Notwithstanding any other provision of the Rules, if at any time during the period of two years following the time that an Option became exercisable a Trigger Event occurs, then Rules 7.3 to 7.9 shall apply.

If an investigation into the conduct or actions of any Option Holder or any Group Member has started before the second anniversary of the time that an Option became exercisable, the Board may, in its absolute discretion,

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determine that the provisions of Rules 7.3 to 7.9 may be applied to an Option until such later date as the Board may determine to allow that investigation to be completed.

Clawback methods

Where Rule 7.2 applies, the Board may in its absolute discretion require the relevant Option Holder to:

• transfer to the Company (or, if required by the Company, any other person specified by the Company) all or some of the Plan Shares acquired by the Option Holder (or their nominee) pursuant to the exercise of the Option; and/or
• 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 Plan Shares at a price which the Board 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 Board) at the time of disposal of all or some of the Plan Shares acquired pursuant to the exercise of the Option; and/or
• 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 an Option paid to or for the benefit of the Option Holder; and/or
• 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 Plan Shares referred to in paragraph 1 above (including but not limited to any special dividend or additional or replacement shares) on such terms as the Board may reasonably direct,

less in each case the amount of tax and social security contributions actually paid (or due to be paid) by the Option Holder in respect of the acquisition of the Plan Shares and/or payment of cash in respect of the Option.

Option Holder's obligation to recover tax

In addition to the obligation of the Option Holder as described above, the Option Holder shall use their best endeavours to seek and obtain repayment or credit from HMRC or any relevant overseas tax authority of the tax and social security contributions paid on the Option Holder's behalf in relation to the Option as soon as reasonably practicable and to notify the Company of such claim and/or receipt of any credit or payment from HMRC (or any relevant overseas tax authority) in this regard. Following such notification the Company will be entitled to require the Option Holder to make a payment to it within 30 days of an amount equivalent to the amount of any payment or credit received from HMRC (or any relevant overseas tax authority).

Authorisation of deductions

By accepting the grant of an Option, the Option Holder authorises the Company or such other Group Member as may be the employer of the Option Holder to make deductions 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 Option Holder under this Rule 7.

Timing of transfers, payments and repayments

Any transfers, payments or repayments to be made by the Option Holder under this Rule 7 shall be made within 30 days of the date the Option Holder is notified in writing of the transfer required or the amount due, as appropriate.

Additional methods of effecting clawback

In addition to or in substitution for the actions described above that the Board may take under Rule 7.3 (the Actions), the Board may:

reduce the amount (including, for the avoidance of doubt, to nil) of any future bonus payable to the Option Holder; and/or

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• determine that the number of Plan Shares over which an award or right to acquire Plan Shares that may otherwise be granted to the Option Holder under any Employees' Share Scheme operated by any Group Member (other than any tax-advantaged employee share plan that complies with the requirements of Schedules 2 or 3 of ITEPA 2003) shall be reduced by such number as the Board may determine (including for the avoidance of doubt to nil); and/or
• reduce the number of Plan Shares (including, for the avoidance of doubt, to nil) subject to any award or right to acquire Plan Shares which has been granted to the Option Holder under any Employees' Share Scheme operated by any Group Member (other than any tax-advantaged employee share plan that complies with the requirements of Schedules 2 to 4 of ITEPA 2003) before the date on which the relevant award or right vests or becomes exercisable by such number as the Board may determine; and/or
• reduce the number of Plan Shares (including, for the avoidance of doubt, to nil) subject to any option to acquire Plan Shares which has been granted to the Option Holder under any Employees' Share Scheme operated by any Group Member (other than any tax-advantaged employee share plan that complies with the requirements of Schedules 2 to 4 of ITEPA 2003) which has vested but not yet been exercised by such number as the Board may determine,

provided that the total amount represented by:

• reductions under this Rule 7.7;
• reductions under Rule 7.8; and
• the amount represented by any transfer and any amount or value payable under Rule 7.3,

shall not, in the Board's reasonable opinion, exceed the amount represented by any transfer and any amount or value which would have been due if the Board had only carried out the Actions.

Reduction of unexercised Option

Where Rule 7.2 applies and the Option Holder has not exercised an Option in full, the Board may in its absolute discretion reduce the number of Plan Shares which remain subject to such Option (including, for the avoidance of doubt, to nil). In addition to or in substitution for reducing such Option, the Board may take any of the actions set out in Rules 7.7.1 to 7.7.4 provided that the total amount represented by reductions under Rules 7.7.1 to 7.7.4 and any reduction of the Option under this Rule 7.8 shall not, in the Board's reasonable opinion, exceed the amount which would have been represented by the reduction of the Option only.

General provisions

In carrying out any action under this Rule 7, the Board shall act fairly and reasonably but its decision shall be final and binding.

For the avoidance of doubt, any action carried out under this Rule 7 may be applied on an individual basis as determined by the Board. Whenever a reduction of an award, right to acquire Plan Shares or option is made under this Rule 7, the relevant award, right to acquire Plan Shares or option shall be treated to that extent as having lapsed.

Interaction with other plans

The Board may determine at any time to reduce the number of Plan Shares subject to an Option (including, for the avoidance of doubt, to nil) either:

• to give effect to one or more provisions of any form which are equivalent to those in Rule 7 (Clawback Provisions) contained in any Employees' Share Scheme operated by any Group Member (other than the Plan) or any bonus or incentive plan operated by any Group Member; or
• as an alternative to giving effect to any such Clawback Provisions.

The value of any reduction under Rule 7.10.1 shall be determined in accordance with the terms of the relevant Clawback Provisions in the relevant Employees' Share Scheme or bonus or incentive plan as interpreted by the Board in its absolute discretion.

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The value of any reduction under Rule 7.10.2 shall be determined as if the terms of the relevant Clawback Provisions in the relevant Employees' Share Scheme or bonus or incentive plan applied as interpreted by the Board in its absolute discretion.

8. Vesting and exercise of Options

Earliest dates for Vesting and exercise of Options

• Subject to Rules 5, 6, 7, 10 and 11, an Option will Vest on the date or dates on which the Board determines that the Performance Target has been satisfied. For the avoidance of doubt, the Vesting of an Option does not entitle the Option Holder to exercise the Option but the extent to which the Option has Vested is taken into account when the Board determines whether the Option becomes exercisable under the Rules.
• Subject to Rules 5, 6, 7, 10 and 11, an Option will become exercisable on the later of:
  • the relevant date(s) specified under Rule 1.4.4; and
  • the date(s) on which the Board determines that (and the extent to which) the Performance Target, Performance Underpin and any other conditions imposed under Rule 5.1 or Rule 1.4.7 have been satisfied.

The Grantor may determine that the time at which the Option becomes exercisable shall be delayed until any relevant investigation or other procedure relevant to an event falling within the scope of Rule 6 or Rule 7.10 has been completed.

The Grantor may in addition adjust the extent to which an Option becomes exercisable upwards or downwards (including for the avoidance of doubt to nil) after the application of any Performance Target, Performance Underpin and any other conditions set by the Grantor if in its opinion:

• the extent to which the Option would become exercisable resulting from the application of the Performance Target, Performance Underpin and/or any other conditions is not a fair and accurate reflection of the performance of the Company, the Group or any Group Member(s); and/or
• the extent to which the Option would become exercisable resulting from the application of the Performance Target, Performance Underpin and/or any other conditions is not a fair and accurate reflection of the performance of the Option Holder; and/or
• there is any other factor or circumstances which would make the extent to which the Option would become exercisable resulting from the application of the Performance Target, Performance Underpin and/or any other conditions inappropriate without adjustment.

Effect of Option becoming exercisable

Subject to the Rules, the effect of an Option becoming exercisable shall be that the Option Holder is entitled to exercise the Option at any time during the Exercise Period to the extent that it has become exercisable.

Dealing Restrictions or Directors' Remuneration Policy restrictions

Where an Option becoming exercisable is prevented by any Dealing Restriction, it shall not become exercisable until the Dealing Restriction no longer prevents it. An Option which has become exercisable may not be exercised while Dealing Restrictions prevent such exercise. Plan Shares may not be issued or transferred to an Option Holder while Dealing Restrictions prevent such issue or transfer.

Where the Company has in place a Directors' Remuneration Policy the exercise of an Option held by an Option Holder who is or was a director of the Company must where relevant fall within the scope of the Directors' Remuneration Policy in place at the exercise of the Option.

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Effect of cessation of Relevant Employment

Subject to Rule 10, an Option shall Vest, become exercisable and may be exercised only while the Option Holder is in Relevant Employment and if an Option Holder ceases to be in Relevant Employment before an Option becomes exercisable, any Option granted to them shall lapse on cessation.

This Rule 8.4 shall apply where the Option Holder ceases to be in Relevant Employment in any circumstances (including, in particular, but not by way of limitation, where the Option Holder is dismissed unfairly, wrongfully, in breach of contract or otherwise).

An Option Holder who has given or received notice of termination of Relevant Employment (whether or not lawful) may not exercise an Option during any period when the notice is effective and an Option granted to them shall not Vest or become exercisable during this period, unless the Board determines otherwise. If an Option would otherwise have Vested or become exercisable during this period, and the notice is withdrawn by the relevant party, subject to the Rules the Option will Vest or become exercisable when the notice is withdrawn.

Options may be exercised in whole or in part

Subject to Rules 8.3, 8.4 and 15, an Option which has become exercisable may be exercised in whole or in part at any time to the extent it has become exercisable. If exercised in part, the unexercised part of the Option shall not lapse as a result and shall remain exercisable until such time as it lapses in accordance with the Rules.

Procedure for exercise of Options

An Option shall be exercised by the Option Holder giving notice to the Grantor (or any person appointed by the Grantor) in the form from time to time prescribed by the Board, which may include (for the avoidance of doubt) any electronic and/or online notification. Such notice shall specify the number of Plan Shares in respect of which the Option is being exercised, and be accompanied by either the Exercise Price in full or confirmation of arrangements satisfactory to the Grantor for the payment of the Exercise Price, together with any payment and/or documentation required under Rule 15 and, if required, the Option Certificate.

For the avoidance of doubt, the date of exercise of an Option shall be the later of the date of receipt of a duly completed valid notice of exercise (or any later date as may be specified in that notice of exercise) and the date of compliance with the requirements of the first paragraph of this Rule 8.6.

Issue or transfer of Plan Shares

Subject to Rules 8.3, 8.8 and 15 and to any necessary consents and to compliance by the Option Holder with the Rules, the Grantor shall as soon as reasonably practicable and in any event not later than 30 days after the exercise date of an Option, arrange for the issue or transfer to the Option Holder (or a nominee specified or permitted by the Company) of the number of Plan Shares specified in the notice of exercise and make available to the Option Holder, in the case of the partial exercise of an Option, an Option Certificate in respect of, or the original Option Certificate updated to show, the unexercised part of the Option.

Net or cash settling

Subject to Rule 15, the Grantor may on exercise of an Option:

• arrange for the issue or transfer to the Option Holder (or a nominee specified or permitted by the Company) of Plan Shares with a Market Value equal to the Gain on the date of exercise of the Option (rounded down to the nearest whole Plan Share). The Option Holder shall not be required to make payment for these Plan Shares; or
• 1. make a cash payment (or procure that a cash payment is made) as soon as reasonably practicable following exercise of the Option to the Option Holder equal to the Gain on the date of exercise of the Option.

Where the Grantor settles an Option in the manner described in this Rule 8.8, this shall be in full and final satisfaction of the Option Holder's rights under the Option.

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9. Holding Period

Definitions

In this Rule 9:

Holding Period Holder means a trustee or nominee designated by the Grantor in accordance with this Rule 9; and

Holding Period Shares means Plan Shares which are or were the subject of an Option to which a Holding Period applies and in respect of which the Holding Period has not ended in accordance with this Rule 9.

Application

This Rule 9 applies to the extent that some or all of the Plan Shares acquired on exercise of an Option are subject to a Holding Period.

Issue or transfer to Holding Period Holder

Instead of arranging for the issue or transfer of the Holding Period Shares to the Option Holder on exercise of an Option under Rule 8.7, the Board may arrange for the Holding Period Shares to be issued or transferred to the Holding Period Holder, as designated by the Board, to be held for the benefit of the Option Holder. Any balance of the Plan Shares in respect of which an Option is exercised will be issued or transferred as described in Rule 8.7.

No transfer during Holding Period

The Option Holder or Holding Period Holder may not transfer, pledge, assign or otherwise dispose of any of the Holding Period Shares or any interest in them (and the Option Holder may not instruct the Holding Period Holder to do so) during the Holding Period except in the following circumstances:

• the sale of sufficient entitlements nil-paid in relation to Holding Period Shares to take up the balance of the entitlements under a rights issue; and
• the sale of sufficient Holding Period Shares to satisfy any liability to tax or employee social security contributions arising in relation to Holding Period Shares.

Shareholder rights during Holding Period

• Unless the Board decides otherwise, the restrictions in this Rule 9 will apply to any cash or assets (other than ordinary dividends) received in respect of the Holding Period Shares and such cash or assets will be held by the Holding Period Holder until the end of the Holding Period.
• During the Holding Period, the Holding Period Holder will be entitled to vote and have all other rights of a shareholder in respect of the Holding Period Shares.

Ceasing Relevant Employment during the Holding Period

Ceasing Relevant Employment during the Holding Period will have no impact on the provisions of this Rule 9, unless the Board otherwise decides, except where cessation is by reason of death in which case the Holding Period shall immediately be deemed to have ended.

Clawback

For the avoidance of doubt, Rule 7 shall apply to the Holding Period Shares in the same way that it applies to any Plan Shares acquired by an Option Holder following exercise of an Option which are not Holding Period Shares.

End of Holding Period

Subject to the provisions of this Rule 9, the Holding Period will end on the earliest of the following:

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• the date set as the end of the Holding Period under Rule 1.4;
• subject to Rule 12.1, the relevant date on which an Option would have become exercisable under Rules 11.1 to 11.4;
• if the Board so allows, the circumstances in which any event described in Rule 11.5 would apply; and
• any other circumstances in the absolute discretion of the Board. Where this paragraph 4 applies, the Board may additionally determine that the Holding Period shall end only for such number of Holding Period Shares as it may specify.

10. Vesting and exercise of Options in special circumstances

Death

This Rule 10.1 applies if an Option Holder dies.

• Any portion of each Option held by them which has not Vested will lapse immediately.
• Any portion of each Option held by them that has Vested by the date of death will continue until the normal time that it would become exercisable under the Rules and the extent to which the Vested Option becomes exercisable taking account of the Performance Underpin and other conditions imposed under Rule 5.1 shall be considered at that time.

Alternatively, the Board may decide in its absolute discretion to accelerate the exercise of any Vested Option to the date of death in which case the proportion of the Vested Option which shall be exercisable shall be determined by the Board in its absolute discretion taking into account the Performance Underpin and any other conditions imposed under Rule 5.1.

Unless the Board in its absolute discretion decides otherwise (and irrespective of the time at which the Board has determined that the Option will Vest under this Rule 10.1.2), the number of Plan Shares which Vest will be reduced pro rata to reflect the number of whole months from the Grant Date until the date of death as a proportion of the relevant Service Period.

The Option Holder's personal representatives (having established title to the satisfaction of the Company) shall be entitled to exercise the proportion of their Option which has become exercisable (whether under this Rule or otherwise) at any time during the 12 month period following death, or, if later, following it becoming exercisable or, in either case, during such other longer period as the Board determines. The Option shall lapse at the end of such period.

Injury, disability, redundancy, retirement etc.

This Rule 10.2 applies if an Option Holder ceases to be in Relevant Employment by reason of:

• a. injury, ill-health or disability evidenced to the satisfaction of the Board;
• b. redundancy within the meaning of the Employment Rights Act 1996 (or any applicable equivalent overseas legislation) evidenced to the satisfaction of the Board;
• c. retirement by agreement with the company by which they are employed;
• d. the Option Holder being employed by a company which ceases to be a Group Member;
• e. the Option Holder being employed in an undertaking or part of an undertaking which is transferred to a person who is not a Group Member; or
• f. any other circumstances if the Board in its absolute discretion so decides in any particular case.

Where this Rule 10.2 applies to an Option Holder:

• 1. Any portion of each Option held by them which has not Vested will lapse immediately.
• 1. Any portion of each Option held by them that has Vested by the date of such cessation of Relevant Employment will continue until the normal time that it would become exercisable under the Rules and the extent to which the Vested Option becomes exercisable taking account of the Performance Underpin and other conditions imposed under Rule 5.1 shall be considered at that time.

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Alternatively, the Board may decide in its absolute discretion to accelerate the exercise of any Vested Option to the date of cessation in which case the proportion of the Vested Option which shall be exercisable shall be determined by the Board in its absolute discretion taking into account the Performance Underpin and any other conditions imposed under Rule 5.1.

Unless the Board in its absolute discretion decides otherwise (and irrespective of the time at which the Board has determined that the Option will become exercisable under this Rule 10.2.2), the number of Plan Shares which become exercisable will be reduced pro rata to reflect the number of whole months from the Grant Date until the date of cessation of Relevant Employment as a proportion of the relevant Service Period.

1. The Option Holder shall be entitled to exercise the proportion of their Option which has become exercisable (whether under this Rule or otherwise) at any time during the period ending 6 months following cessation of Relevant Employment or, if later, following the Option becoming exercisable or, in either case, during such other longer period as the Board determines. The Option shall lapse at the end of such period.

Option Holder relocated abroad

If it is proposed that an Option Holder, while continuing to be in Relevant Employment, should work in a country other than the country in which they are currently working and, by reason of the change, the Option Holder would:

• suffer less favourable tax treatment in respect of their Option; or
• become subject to a restriction on their ability to exercise an Option, to have issued or transferred to them the Plan Shares subject to an Option or to hold or deal in such Plan Shares or the proceeds of sale of such Plan Shares,

the Board may, in its absolute discretion, determine that an Option will become exercisable immediately to the extent determined by the Board in its absolute discretion and subject to such conditions as it may require taking into account such factors as the Board may consider relevant including, but not limited to, the period of time the relevant Option has been held and the extent to which any Performance Target, Performance Underpin and any other conditions imposed under Rule 5.1 have been met. Where an Option has become exercisable pursuant to this Rule 10.3, the Option Holder may exercise their Option to the extent it has become exercisable at any time during the period beginning from the later of the Board determination and 3 months before the proposed date of their transfer and ending 3 months after the date of their actual transfer. If not so exercised, the Option shall not lapse but shall cease to be treated as having become exercisable and shall continue in force in accordance with the Rules.

Meaning of ceasing to be in Relevant Employment

For the purposes of the Plan, an Option Holder shall not be treated as ceasing to be in Relevant Employment until they no longer hold any office or employment with any Group Member. In addition, unless the Board otherwise decides an Option Holder shall not be treated as so ceasing if within 7 days they recommence employment or become an office holder with any Group Member.

The Board may determine that an Option Holder will be treated as ceasing to be in Relevant Employment when they give or receive notice of termination of their employment (whether or not lawful).

Interaction of Rules

• If an Option has become exercisable under Rule 10.2 and, during the period allowed for the exercise of the Option under Rule 10.2 the Option Holder dies, the period allowed for the exercise of the Option shall be the period allowed by Rule 10.1; and
• If an Option has become exercisable under Rule 10 and, during the period allowed for the exercise of the Option under Rule 10, the Option becomes exercisable under Rule 11 also (or vice versa), the period allowed for the exercise of the Option shall end on the earlier of the end of the period allowed by Rule 10 and the end of the period allowed by Rule 11.

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11. Takeover and other corporate events

Takeover

Subject to Rule 12, this Rule 11.1 applies where a person obtains Control of the Company as a result of making an offer to acquire Plan Shares.

• To the extent that Options have already Vested but are not already exercisable, they shall become exercisable on the date the person obtains Control to the extent that the Board determines taking into account the extent that any Performance Underpin and other conditions imposed under Rule 5.1 have been satisfied.
• To the extent that Options have not already Vested, the Board shall determine the extent to which the Options Vest taking into account the Performance Target and the price per Plan Share payable under the offer. To the extent such Options Vest, they shall become exercisable on the date the person obtains Control to the extent that the Board determines taking into account the extent that any Performance Underpin and other conditions imposed under Rule 5.1 have been satisfied.

The portion of an Option which has become exercisable (whether under this Rule 11.1 or otherwise) may be exercised at any time during the period of 6 months (or, if the Board determines a longer period shall apply, that period) beginning with the time when the person making the offer has obtained Control. The Option shall lapse at the end of such period unless the Board determines that a longer period for exercise shall apply, in which case the Option shall continue in force until the end of such extended period or until it otherwise lapses in accordance with the Rules.

Compulsory acquisition of shares in the Company

Subject to Rule 12, this Rule 11.2 applies if a person becomes entitled or bound to acquire shares in the Company under sections 979 to 982 of the Companies Act 2006.

• To the extent that Options have already Vested but are not already exercisable, they shall become exercisable to the extent that the Board determines taking into account the extent that any Performance Underpin and other conditions imposed under Rule 5.1 have been satisfied.
• To the extent that Options have not already Vested, the Board shall determine the extent to which the Options Vest taking into account the Performance Target and the price per Plan Share payable by the person who is so entitled or bound. To the extent such Options Vest, they shall become exercisable to the extent that the Board determines taking into account the extent that any Performance Underpin and other conditions imposed under Rule 5.1 have been satisfied.

The portion of an Option which has become exercisable (whether under this Rule 11.2 or otherwise) may be exercised at any time during the period beginning with the date the person serves a notice under section 979 and ending 7 clear days before the date on which the person ceases to be entitled to serve such a notice. The Option shall lapse at the end of the 7 days.

Scheme of arrangement

Subject to Rule 12, this Rule 11.3 applies 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.

• To the extent that Options have already Vested but are not already exercisable, they shall become exercisable on the date of the court sanction to the extent that the Board determines taking into account the extent that any Performance Underpin and other conditions imposed under Rule 5.1 have been satisfied.
• To the extent that Options have not already Vested, the Board shall determine the extent to which the Options Vest taking into account the Performance Target and the price per Plan Share payable under the compromise or arrangement. To the extent such Options Vest, they shall become exercisable on the date of court sanction to the extent that the Board determines taking into account the extent that any Performance Underpin and other conditions imposed under Rule 5.1 have been satisfied.

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The portion of the Option which has become exercisable (whether under this Rule 11.3 or otherwise) may be exercised at any time during the period of 6 months from the compromise or arrangement being sanctioned by the court. The Option shall lapse at the end of such period.

Winding-up of the Company

This Rule 11.4 applies if notice is given of a resolution for the voluntary winding-up of the Company.

• To the extent that Options have already Vested but are not already exercisable, they shall become exercisable on the date notice is given to the extent that the Board determines taking into account the extent that any Performance Underpin and other conditions imposed under Rule 5.1 have been satisfied.
• To the extent that Options have not already Vested, the Board shall determine the extent to which the Options Vest taking into account the Performance Target. To the extent such Options Vest, they shall become exercisable on the date notice is given to the extent that the Board determines taking into account the extent that any Performance Underpin and other conditions imposed under Rule 5.1 have been satisfied.

The portion of the Option which has become exercisable (whether under this Rule 11.4 or otherwise) may be exercised at any time during the period of 6 months from the date of the notice or, if earlier, on completion of the winding up. The Option shall lapse at the end of such period.

Demergers and other events

The Board may determine that this Rule 11.5 applies if it 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 Board may determine that Options which have already Vested but are not already exercisable shall become exercisable to such extent as the Board determines taking into account such factors as it may consider relevant including, but not limited to, the extent that any Performance Underpin and other conditions imposed under Rule 5.1 have been satisfied.
• To the extent that Options have not already Vested, the Board may determine that Options may Vest by reference to such factors as it may consider relevant having regard to the Performance Target. To the extent such Options Vest, the Board may determine that such Vested Options shall become exercisable to such extent as the Board determines taking into account such factors as it may consider relevant including, but not limited to the extent that any Performance Underpin and other conditions imposed under Rule 5.1 have been satisfied.

The portion of the Option which has become exercisable (whether under this Rule 11.5 or otherwise) may be exercised at any time during a period as shall be determined by the Board. The Option shall lapse at the end of such period.

Meaning of "obtains Control of the Company"

For the purpose of Rule 11 a person shall be deemed to have obtained Control of the Company if they and others Acting In Concert with them have together obtained Control of it.

References to Board within this Rule 11

For the purposes of this Rule 11, any reference in this Rule 11 to the Board shall be taken to be a reference to those individuals who were members of the Board immediately before the event by virtue of which this Rule 11 applies.

Notification of Option Holders

The Grantor shall, as soon as reasonably practicable, notify each Option Holder of the occurrence of any of the events referred to in this Rule 11 and explain how this affects their position under the Plan.

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Vesting of Options in advance of a corporate event

Where the Board is aware that an event is likely to occur under Rule 11:

• in respect of which Options will become exercisable in circumstances where the conditions for relief under Part 12 of the Corporation Tax Act 2009 may not be satisfied; or
• if the Board in its absolute discretion considers it appropriate,

the Board may, in its absolute discretion and by notice in writing to all Option Holders, declare that all Options that are expected to become exercisable as a result of the relevant event shall become exercisable and be exercisable in accordance with Rule 11 during such period as is determined by the Board prior to the relevant event and conditional upon the relevant event.

Interaction with Rule 7 (Clawback)

Where an event occurs under Rules 11.1 to 11.5 which:

• results in the exercise of Options; or
• would so result if there was any subsisting Option which had not already become exercisable or, in relation to an event referred to in Rule 11.5, if the Board had permitted exercise of Options under Rule 11.5 in relation to such event,

the Board may, at its absolute discretion, determine that Rule 7 (Clawback) shall only apply to such extent (if at all) that the Board determines to any Option which was granted on the basis that Rule 7 applied to that Option. Where the Board makes such a determination, it will specify which Options such determination applies to (which may include Options which have already become exercisable and Options which have already been exercised).

12. Exchange of Options

Where exchange applies

An Option will not become exercisable under Rule 11 but will be exchanged for a new option (New Option) under this Rule to the extent that:

• an offer to exchange the Option for a New Option is made and accepted by the Option Holder; or
• the Board, with the consent of the persons acquiring Control if relevant, decides that Options will be automatically exchanged for New Options. The circumstances in which the Board may make such a decision include (but are not limited to) where an event occurs under Rules 11.1, 11.2, or 11.3 and:
  • the shareholders of the acquiring company, immediately after it has obtained Control, are substantially the same as the shareholders of the Company immediately before the event; or
  • the obtaining of Control amounts in the opinion of the Board to a merger with the Company.

Terms of exchange

The following applies in respect of the New Option:

• the Grant Date of the New Option shall be deemed to be the same as the Grant Date of the Option;
• the New Option will be in respect of the shares in a company determined by the Board;
• in the application of the Plan to the New Option, where appropriate, references to "Company" and "Plan Shares" shall be read as if they were references to the company to whose shares the New Option relates;
• the New Option must be equivalent to the Option and subject to paragraph 5 below it will become exercisable at the same time and in the same manner as the Option; and
• either the exercisability of the New Option must be subject to performance conditions, performance underpins and/or any other conditions which are so far as possible equivalent to any Performance

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Target, Performance Underpin and/or any other conditions applying to the Option or no performance conditions will apply but the value of shares comprised in the New Option shall have substantially the same value of the number of Plan Shares which would have become exercisable under Rule 11 as applicable.

13. Lapse of Options

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

• the expiry of the Exercise Period;
• the Board determining that any Performance Target, Performance Underpin and/or any other conditions imposed under Rule 5.1 has not been satisfied either in whole or in part in respect of the Option and can no longer be satisfied in whole or in part in which case the Option shall lapse to the extent that the Performance Target, Performance Underpin and/or any other conditions imposed under Rule 5.1 can no longer be satisfied;
• subject to Rule 10, the Option Holder ceasing to be in Relevant Employment;
• any date for lapse provided for under these Rules; and
• the date on which the Option Holder becomes bankrupt or enters into a compromise with their creditors generally.

14. Adjustment of Options on Reorganisation

Power to adjust Options

In the event of a Reorganisation, the number of Plan Shares subject to an Option, the description of the Plan Shares, the Exercise Price or any one or more of these shall be adjusted in such manner as the Grantor, together with the Board where relevant, shall determine.

Exercise Price

No adjustment shall be made to the Exercise Price which would result in the Plan Shares subject to an Option being issued at a price per Plan Share lower than the nominal value of a Plan Share except where the Grantor puts in place arrangements to pay up the nominal value at the date of issue of the Plan Shares (or the difference between the adjusted Exercise Price and the nominal value as the case may be).

Notification of Option Holders

The Grantor shall, as soon as reasonably practicable, notify each Option Holder of any adjustment made under this Rule 14 and explain how this affects their position under the Plan.

15. Tax and social security withholding

Withholdings and deductions

• The Option Holder will be responsible for all taxes, social security contributions and other liabilities arising in respect of the Option Holder's Options.
• Unless the Option Holder discharges any liability that may arise, the Grantor, the Company or any Group Member or former 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 Plan Shares, to meet any liability to taxes or social security contributions in respect of such Option Holder's Options.

Execution of document by Option Holder

The Grantor may require an Option Holder to execute a document in order to bind the Option Holder contractually to any such arrangement as is referred to in Rule 15.1 and return the executed document to the

The Trifast plc Executive Turnaround Plan

Company by a specified date. It shall be a condition of exercise of the Option that the executed document be returned by the specified date unless the Grantor determines otherwise.

Tax elections

The Board may, at its discretion, determine that an Option may not be exercised unless the Option Holder has beforehand signed an election under Chapter 2 of Part 7 of ITEPA 2003 and/or section 165 of the Taxation of Chargeable Gains Act 1992 or entered into broadly similar local arrangements.

16. Rights and listing of Plan Shares

Rights attaching to Plan Shares

All Plan Shares issued 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 Plan Shares by reference to a record date prior to the date of such issue or transfer.

Listing and admission to trading of Plan Shares

If and so long as Plan Shares are listed on the Official List and traded on the London Stock Exchange or traded on the Alternative Investment Market of the London Stock Exchange, the Company will apply for the listing and/or admission to trading of any Plan Shares issued under the Plan as soon as reasonably practicable.

17. Relationship of the Plan to contract of employment

Contractual provisions

Notwithstanding any other provision of the Plan:

• the Plan shall not form part of any contract of employment between any Group Member and an Eligible Employee;
• unless expressly so provided in their contract of employment, an Eligible Employee has no right to be granted an Option and the receipt of an Option in one year (and the calculation of the Exercise Price in a particular way) is no indication that the Option Holder will be granted any subsequent Options (or that the calculations of the Exercise Price will be made in the same or a similar way);
• the Plan does not entitle any Option Holder to the exercise of any discretion in their favour;
• the benefit to an Eligible Employee of participation in the Plan (including, in particular but not by way of limitation, any Options held by them) shall not form any part of their remuneration or count as their remuneration for any purpose and shall not be pensionable; and
• if an Eligible Employee ceases to be in Relevant Employment for any reason, they shall not be entitled to compensation for the loss or diminution in value of any right or benefit or prospective right or benefit under the Plan (including, in particular but not by way of limitation, any Options held by them which lapse by reason of their ceasing to be in Relevant Employment, whether lawfully or unlawfully) whether by way of damages for unfair dismissal, wrongful dismissal, breach of contract or otherwise or anything analogous thereto in any jurisdiction.

Deemed agreement

By accepting the grant of an Option, an Option Holder is deemed to have agreed to the provisions of these Rules, including this Rule 17.

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18. Administration of the Plan

Responsibility for administration

The Board (and the Grantor, where appropriate) shall be responsible for, and shall have the conduct of, the administration of the Plan. The Board 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.

Board's decision final and binding

The decision of the Board shall be final and binding in all matters relating to the Plan, including but not limited to the interpretation of the Rules and the resolution of any dispute concerning, or any inconsistency or ambiguity in the Rules or any document used in connection with the Plan.

Grantor to consult with the Board

Where the Grantor is not the Company and has granted, or proposes to grant, an Option, the Grantor shall consult with, and take into account the wishes of, the Board before making any determination or exercising any power or discretion under the Plan.

Discretionary nature of Options

All Options shall be granted entirely at the discretion of the Grantor and the form and structure of all Options, including for the avoidance of doubt the application and testing of any Performance Target and Performance Underpin, shall be entirely at the discretion of the Grantor.

Provision of information

An Option Holder and, where the Grantor is not the Company, the Grantor shall provide to the Company or any Group Member as soon as reasonably practicable such information as the Company reasonably requests for the purpose of complying with its obligations under section 421J of ITEPA 2003 or similar requirements of tax legislation in any relevant jurisdiction.

Cost of the Plan

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 and/or the costs of an Option to a Subsidiary or the Grantor.

Data protection

• For the purposes of operating the Plan, the Company's Employee Privacy Statement (Privacy Statement) will inform the Option Holder whether their personal data is processed under the EU's General Data Protection Regulation (2016/679) (or any successor or implementing laws) (the GDPR). Where processing of the Option Holder's personal data is subject to the GDPR, the basis for processing such data is set out in the Privacy Statement.
• Where processing of the Option Holder's personal data is not subject to the GDPR, personal data will be processed under the Option Holder's consent. In such circumstances, the Option Holder gives their consent to the holding, processing and transfer of personal data in relation to the Option Holder by or to the Company, the Grantor, any Group Member, the Trustees, any third party broker, registrar or administrator or any future purchaser of the Company or relevant Group Member employing the Option Holder for all purposes relating to the operation of the Plan and this consent shall include transferring or processing personal data to a country or territory that may not provide the same statutory protection for the information as the Option Holder's home country.

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Third party rights

Nothing in these Rules confers any benefit, right or expectation on a person who is not an Option Holder. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of these Rules.

19. Amendment of the Plan

Power to amend the Plan

Subject to Rules 19.2 and 19.3, the Board may from time to time amend the Rules (including, for the purposes of establishing a sub-plan for the benefit of employees located overseas).

Amendments to the Plan

Without the prior approval of the Company in general meeting, an amendment may not be made for the benefit of existing or future Option Holders to the Rules relating to:

• the basis for determining an Eligible Employee's entitlement (or otherwise) to be granted an Option and/or to acquire Plan Shares on the exercise of an Option under the Plan;
• the persons to whom an Option may be granted;
• the limit on the aggregate number of Plan Shares over which Options may be granted;
• the limit on the number of Plan Shares over which Options may be granted to any one Eligible Employee;
• the adjustment of Options on a Reorganisation; or
• this Rule 19.2,

except for:

• 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.

Rights of existing Option Holders

An amendment may not materially adversely affect the rights of an existing Option Holder except:

• where the amendment is made to take account of any matter or circumstance which the Board reasonably considers is a legal or regulatory requirement which the Board reasonably considers is relevant and requires an amendment to be made in order for any Group Member to comply with such requirement; or
• where the Option Holder affected by the change has been notified of such amendment and the majority of Option Holders affected by the change who have responded to such notification have approved the amendment.

Overseas plans

The Board may at any time, without obtaining the approval of the Company in general meeting, establish further plans for overseas territories (by way of schedules to the rules or otherwise) based on the Plan, but modified to take account of local tax, exchange control or securities laws. Any Plan Shares made available under such plans must be treated as counting against any limits on individual or overall participation in the Plan.

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20. Notices

Notice by the Grantor

Save as provided for by law, any notice, document or other communication given by, or on behalf of, the Grantor or 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, in the case of an Option Holder who remains in Relevant Employment, to such e-mail address as is allocated to them by any Group Member, 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.

Deceased Option Holders

Save as provided for by law, any notice, document or other communication so sent to an Option Holder shall be deemed to have been duly given notwithstanding that such Option Holder is then deceased (and whether or not the Company has notice of their death) except where their personal representatives have established title to the satisfaction of the Company and supplied to the Company an e-mail or postal address to which notices, documents and other communications are to be sent.

Notice to the Grantor

Save as provided for by law any notice, document or other communication given to the Grantor (or any relevant person appointed by the Grantor) in connection with the Plan shall be delivered by hand or sent by email, fax or post to the Company Secretary (or any relevant person appointed by the Grantor) at the Company's registered office (or such other e-mail or postal address as may from time to time be notified to Option Holders) 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.

21. Governing law and jurisdiction

Plan governed by English law

The formation, existence, construction, performance, validity and all aspects whatsoever of the Plan, any term of the Plan and any Option granted under it shall be governed by English law.

English courts to have jurisdiction

The English courts shall have jurisdiction to settle any dispute which may arise out of, or in connection with, the Plan.

Jurisdiction agreement for benefit of the Company

The jurisdiction agreement contained in this Rule 21 is made for the benefit of the Company only, which accordingly retains the right to bring proceedings in any other court of competent jurisdiction.

Option Holder deemed to submit to such jurisdiction

By accepting the grant of an Option, an Option Holder is deemed to have agreed to submit to such jurisdiction.

22. Interpretation

Definitions

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

The Trifast plc Executive Turnaround Plan

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

Board means, subject to Rule 11.7, the board of directors of the Company or a duly authorised committee of it or a person duly authorised by the board of directors of the Company or such committee;

Company means Trifast plc incorporated in England and Wales under company number 01919797;

Control has the meaning given to it by section 995 of ITA 2007;

Dealing Day means any day on which the London Stock Exchange is open for the transaction of business;

Dealing Restrictions means any restrictions on dealing in shares imposed by legislation, regulation or any other code or guidance on share dealing adopted by the Company or with which the Company seeks to comply;

Directors' Remuneration Policy has the meaning given to it by section 422A(6) of the Companies Act 2006;

Eligible Employee means an individual who at the Grant Date is an employee of a Group Member;

Employees' Share Scheme has the meaning set out in section 1166 of the Companies Act 2006;

Exercise Period means the period set by the Board on the Grant Date during which an Option may be exercised, ending no later than the day before the 10th anniversary of the Grant Date;

Exercise Price means the amount (if any), expressed as an amount per Plan Share payable in respect of the exercise of an Option determined in accordance with Rule 4;

Financial Conduct Authority means the "competent authority" as that expression is defined in Part VI of the Financial Services and Markets Act 2000;

Financial Year means a financial year of the Company.

Gain means the difference between (i) the Market Value of a Plan Share on the date of exercise of an Option and (ii) the Exercise Price, multiplied by the number of Plan Shares in respect of which the Option is being exercised;

Grant Date means the date on which an Option is granted in accordance with Rule 1.3;

Grantor means:

• in relation to an Option granted by the Company, the Board;
• in relation to an Option granted by the Trustees, the Trustees; and
• in relation to an Option granted by any other person which the Board authorises to grant an Option, that person;

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

HMRC means His Majesty's Revenue & Customs;

Holding Period means in relation to an Option, the period (if any) specified under Rule 1.4.7 (commencing on the date of Vesting of the relevant Option) during which the restrictions contained in Rule 9 apply;

ITA 2007 means the Income Tax Act 2007;

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

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

Market Value on any day means:

• if at the relevant time Plan Shares are listed on the Official List (or on any other recognised stock exchange within the meaning of section 1005 of ITA 2007 or the Alternative Investment Market of the London Stock Exchange), the closing middle market quotation of a Plan Share (as derived from the Daily Official List of the London Stock Exchange or the equivalent list or record for the recognised stock exchange on which the Plan Shares are listed) on the preceding Dealing Day or, if the Board so decides, the closing price of a Plan Share on the preceding Dealing Day; or
• where Plan Shares are not so listed, the market value of a Plan Share calculated as described in the Taxation of Chargeable Gains Act 1992;

Official List means the list maintained by the Financial Conduct Authority in accordance with section 74(1) of the Financial Services and Markets Act 2000 for the purposes of Part VI of that Act;

Option means a right to acquire Plan Shares granted under the Plan;

Option Certificate means a statement in a form, which may include an electronic form, determined by the Company setting out details of an Option in accordance with Rule 1.4;

Option Holder means an individual who holds an Option or, where the context permits, their legal personal representatives. Where relevant, Option Holder(s) shall include reference to former Option Holder(s);

Performance Target means a performance target imposed as a condition of the Vesting of an Option under Rule 5.1 and as substituted or varied in accordance with Rule 5.3;

Performance Underpin means a performance underpin imposed under Rule 5.1 as a condition of a Vested Option becoming exercisable and as substituted or varied in accordance with Rule 5.3;

Plan means the Trifast plc Executive Turnaround Plan as amended from time to time;

Plan Shares means ordinary shares in the capital of the Company (or any shares representing them);

Regulatory Information Service means a service that is approved by the Financial Conduct Authority on meeting the Primary Information Provider criteria and is on the list of Regulatory Information Services maintained by the Financial Conduct Authority (or any overseas equivalent);

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;

Service Period means the period(s) from the Grant Date to the normal date(s) on which an Option becomes exercisable;

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

Trustees means the trustees of any trust created by a Group Member which, when taken together with the Plan, constitutes an Employees' Share Scheme;

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Vest in relation to an Option means the satisfaction of the Performance Target in relation to that Option and Vesting and Vested shall be construed accordingly.

Interpretation

In the Plan, unless otherwise specified:

• 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; and
• the Interpretation Act 1978 applies to the Plan in the same way as it applies to an enactment.

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Schedule A: United Kingdom – CSOP Options

The Grantor may designate any Option as a CSOP Option (CSOP Option) on the Grant Date. If the Grantor does so, the provisions of the Rules relating to Options will apply to the CSOP Option, subject to this Schedule A. The Rules as amended by this Schedule A shall apply only to CSOP Options granted under this Schedule A.

The purpose of Schedule A is to provide, in accordance with Schedule 4 of ITEPA 2003 (Schedule 4), benefits to employees and directors in the form of CSOP Options. The CSOP Options granted under this Schedule A are intended to meet the requirements of Schedule 4. In order for a CSOP Option to meet the requirements of Schedule 4, the Company must notify the Plan to HMRC by 6 July of the Tax Year following the Grant Date to the extent not already notified.

A.1. Definitions

For the purposes of this Schedule A, the following words and expressions have the following meanings:

Option means a CSOP Option;

Constituent Company has the meaning in paragraph 3(3) of Schedule 4;

Market Value on any day means:

• 1. if at the relevant time Plan Shares are listed on the Official List (or any other recognised stock exchange within the meaning of section 1005 ITA 2007), the closing middle market quotation (as derived from the Daily Official List of the London Stock Exchange or the equivalent list or record for the recognised stock exchange on which the Plan Shares are listed) on the preceding Dealing Day or, if the Board so decides, the average of the closing middle market quotations for the five preceding Dealing Days;
• 1. where Plan Shares are not so listed, including where the Plan Shares are listed on the Alternative Investment Market of the London Stock Exchange, the market value of a Plan Share determined as described in the Taxation of Chargeable Gains Act 1992 and as agreed in advance with HMRC;

and in either case, if shares are subject to a Restriction, their Market Value applicable on the date of the grant of the relevant option is to be determined as if they were not subject to a Restriction;

Restriction has the meaning given in paragraph 36(3) of Schedule 4;

Schedule 4 CSOP is a plan under which any CSOP options granted are intended to meet the requirements of Schedule 4; and

Tax Year is a calendar year commencing on 6 April.

In the event of any conflict between the provisions of this Schedule A and the Rules, this Schedule A shall take precedence.

A.2. Grant of CSOP Options and eligibility to be granted CSOP Options

The Grantor may on a Grant Date grant a CSOP Option to such Eligible Employees as it may in its absolute discretion determine except that CSOP Options may not be granted under this Schedule A to anybody who is:

• 1. excluded from participation because of paragraph 9 of Schedule 4 (material interest provisions);
• 1. a director who is required to work less than 25 hours a week (excluding meal breaks) for any Constituent Companies; or
• 1. not an employee or director of the Company or a Subsidiary which has been nominated by the Board as a Constituent Company.

The Board will nominate Constituent Companies for the purposes of this Schedule A.

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A.3. General requirements as to the terms of the CSOP Option

The following terms (in addition to the items specified in Rule 1.4) must be stated at the time of grant of the CSOP Option as required by paragraph 21A of Schedule 4 for a CSOP Option:

• 1. the Exercise Price, being the price at which Plan Shares may be acquired by the exercise of the CSOP Option;
• 1. the number and description of the Plan Shares which may be acquired by the exercise of the CSOP Option;
• 1. whether or not the Plan Shares which may be acquired by the exercise of the CSOP Option may be subject to any Restriction and, if so, the details of the Restriction;
• 1. the times at which the CSOP Option may be exercised (in whole or in part); and
• 1. the circumstances under which the CSOP Option will lapse or be cancelled (in whole or in part), including any conditions to which the exercise of the CSOP Option is subject (in whole or in part).

These terms may be varied after the grant of the CSOP Option, but only to the extent permitted by paragraph 21A of Schedule 4.

As soon as practicable after the grant of a CSOP Option, the Grantor shall notify the relevant Option Holder of the matters set out in paragraph 21A of Schedule 4.

A.4. CSOP Options: reporting requirements

The Company shall give notice in the form specified by paragraphs 28A and 28B of Schedule 4 to HMRC including that CSOP Options granted under this Schedule A meet the requirements set out in parts 2 to 6 of Schedule 4 and make any declaration in relation to amendments to key features (as defined in paragraph 28B(8) of Schedule 4) or variations under paragraph 22(3) of Schedule 4 to confirm that the requirements of Parts 2 to 6 of Schedule 4 continue to be met.

CSOP Options granted in a Tax Year in advance of notification of the Plan to HMRC in accordance with paragraph 28A of Schedule 4 will only fall within the provisions of the CSOP code (as defined under section 521(3) ITEPA 2003) if the Company notifies the Plan to HMRC by 6 July of the following Tax Year.

A.5. Plan Shares subject to a CSOP Option

The definition of "Plan Shares" is modified to mean "ordinary shares in the capital of the Company which satisfy the conditions in paragraphs 16 to 18 and 20 of Schedule 4".

The Plan Shares subject to a CSOP Option must satisfy paragraphs 16 to 18 and 20 of Schedule 4 at the Grant Date and the exercise date. If any Plan Shares cease to satisfy paragraphs 16 to 18 and 20 of Schedule 4 after the Grant Date then subject to paragraph 25A(7B), the CSOP Option shall cease to be treated as granted or held in accordance with Schedule 4 but the Option will continue in effect.

A.6. Exercise Price

The Exercise Price of a CSOP Option will be not less than the Market Value of a Plan Share on the Grant Date or such earlier other date as HMRC may agree in advance. Where Plan Shares are not admitted to the Official List or are not listed on another recognised stock exchange then the Market Value shall be agreed in advance with HMRC.

A.7. HMRC limit

The Grantor must not grant a CSOP Option to an Eligible Employee which would cause the aggregate Market Value of:

• 1. the Plan Shares subject to that CSOP Option; and
• 1. the Plan Shares which he may acquire on exercising other CSOP Options; and

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1. the shares which he may acquire on exercising their options under any other Schedule 4 CSOP established by the Company or by any of its associated companies (as defined in paragraph 35 of Schedule 4),

to exceed the amount permitted under paragraph 6(1) of Schedule 4 (as at the date on which the Plan was adopted, £60,000).

For the purpose of this limit shares subject to an option which has been exercised, lapsed or renounced shall be disregarded.

If the grant of a CSOP Option would cause this limit to be exceeded, such CSOP Option shall take effect as an Option over the maximum number of Plan Shares which does not cause the limit to be exceeded.

The Grantor must not grant a CSOP Option to an Eligible Employee without their prior agreement in writing if the result of granting the CSOP Option would be that a disqualifying event under section 536(1)(c) of ITEPA 2003 would arise in relation to any Enterprise Management Incentive options held by them.

For the purposes of options to which paragraph 3 of this Rule A.7 applies, in relation to shares under such options which are not Plan Shares, references in the definition of Market Value to Plan Shares shall be read as the shares to which those options apply.

A.8. Plan Shares subject to a Restriction

If the Plan Shares subject to a CSOP Option are subject to a Restriction, then for the purposes of Rules A.6, A.7, A.9 and A.15, the Market Value of those Plan Shares shall be determined as if they were not subject to the Restriction.

A.9. Variations in share capital, demergers and special distributions

• 1. Adjustments may not be made to CSOP Options under Rule 14 (Adjustment of Options on Reorganisation) where there is a demerger (in whatever form), an exempt distribution by virtue of Chapter 5 or Part 23 of the Corporation Tax Act 2010 or a special dividend or any other distribution.
• 1. Any adjustment of CSOP Options under Rule 14.1 in accordance with paragraph 22(3) of Schedule 4 shall only be permitted to the extent that the total Market Value of the Plan Shares which may be acquired by the exercise of the adjusted CSOP Option and the total price at which those Plan Shares may be acquired are substantially the same as immediately before the Reorganisation.
• 1. Nothing in this Rule A.9 shall authorise any adjustment which would result in the requirements of Schedule 4 not being met in relation to a CSOP Option.

A.10. Restrictions on exercise of a CSOP Option

An Option Holder may not exercise a CSOP Option while they are excluded from participation under paragraph 9 of Schedule 4 (material interest provisions).

A.11. Discretion on exercise and lapse of CSOP Options

Rule 10 (Vesting of Options and exercise of Options in special circumstances) shall take effect on the basis that the proportion of the Options which shall Vest and become exercisable will be determined by the Board taking into account any Performance Target, Performance Underpin and/or any other conditions imposed under Rule 5.1, and the number of Plan Shares will be reduced pro rata to reflect the number of whole months from the Grant Date until cessation as a proportion of the relevant Service Period.

If any discretion is exercised under Rules 10 (Vesting and exercise of Options in special circumstances) or 11 (Takeover and other corporate events) in relation to a CSOP Option, it must be exercised fairly and reasonably.

A.12. Exercise of CSOP Options following death

Except in the case of a voluntary winding-up of the Company, where the period for exercise of a CSOP Option shall be as provided for under Rule 11.4 if less than 12 months following death, and notwithstanding any other provision of the Plan, if a CSOP Option has become exercisable under Rule 10.1, the CSOP Option can be

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exercised at any time up to and including the first anniversary of the date of death regardless of any other CSOP Option exercise provision in the Plan.

A.13. Exercise of CSOP Options in special circumstances

Notwithstanding Rule 10.2, if a holder of a CSOP Option ceases to be in employment with a Constituent Company by reason of:

• 1. injury, ill-health, or disability;
• 1. redundancy within the meaning of the Employment Rights Act 1996;
• 1. retirement by agreement with the company by which they are employed;
• 1. a relevant transfer to a company outside the Group within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006;
• 1. the Group Member in which they hold office or employment ceases to be a Constituent Company by reason that it ceases to be under the Control of the Company; or
• 1. any other circumstances if the Board decides in any particular case,

any CSOP Option held by them which has Vested will continue until the normal time it would become exercisable. Any portion of any CSOP Option held by them which has not Vested will lapse immediately.

The proportion of the CSOP Option which shall become exercisable shall be determined in accordance with Rule 10.2. Any discretion as to whether and the extent to which a CSOP Option shall become exercisable shall be exercised in a fair and reasonable manner.

A.14. Takeover, compulsory acquisition, scheme of arrangement or windingup of the Company

• 1. Subject to the remainder of this Rule A.14.1 and to Rule A.15, an Option can be exercised as a CSOP Option in accordance with Rule 11.1 where:
  2. a. the offer falls within paragraph 25A(3) to (5) of Schedule 4; and
  3. b. the CSOP Option is exercised within 6 months of the appropriate relevant date as set out in paragraph 25A(2) of Schedule 4.

Where the Board shall determine it is likely that a person will obtain Control of the Company and the Board passes a resolution to that effect, in the circumstances contemplated by Rule 11.1 and paragraph 25A(3) to (5) of Schedule 4, the CSOP Option may be exercised during the period of 20 days ending with the day on which the person obtains such Control of the Company and the CSOP Option shall be treated as if it was exercised in accordance with Rule 11.1 and paragraph 25A(3) to (5) of Schedule 4. If a CSOP Option is exercised in reliance of this Rule A.14.1 and in anticipation of the events referred to in Rule 11.1, but the person does not obtain Control of the Company during the period of 20 days beginning with the date on which the CSOP Option is exercised, the exercise of the CSOP Option is to be treated as having had no effect.

Subject to the above, if in consequence of a person obtaining Control of the Company within Rule 11.1 and paragraph 25A(3) to (5) of Schedule 4, the Plan Shares to which the CSOP Option relates no longer meet the requirements of Part 4 of Schedule 4, the CSOP Option may be exercised no later than 20 days after the day on which the person obtains Control of the Company, as referred to in Rule 11.1 and paragraph 25A(3) to (5) of Schedule 4, notwithstanding that the Plan Shares no longer meet the requirements of Part 4 of Schedule 4.

• 1. Subject to the remainder of this Rule A.14.2 and to Rule A.15, an Option can be exercised as a CSOP Option in accordance with Rule 11.2 where:
  2. a. the compulsory acquisition of the Plan Shares falls within paragraph 25A(7) of Schedule 4; and
  3. b. the CSOP Option is exercised within the period as set out in paragraph 25A(7) of Schedule 4.

Where the Board shall determine that it is likely that a person will become bound or entitled to acquire shares in the Company in the circumstances contemplated by Rule 11.2 and paragraph 25A(7) of

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Schedule 4 and the Board passes a resolution to that effect, the CSOP Option may be exercised during the period of 20 days ending with the day on which the person becomes bound or entitled to acquire shares in the Company within Rule 11.2 and paragraph 25A(7) of Schedule 4 and the CSOP Option shall be treated as if it was exercised in accordance with Rule 11.2. If a CSOP Option is exercised in reliance of this Rule A.14.2 and in anticipation of a person becoming bound or entitled to acquire shares within Rule 11.2 and paragraph 25A(7) of Schedule 4 and that person does not become so bound or entitled to acquire shares in the Company by the end of the period of 20 days beginning with the date on which the CSOP Option is exercised, the exercise of the CSOP Option is to be treated as having had no effect.

Subject to the above, if in consequence of a person who is entitled or bound to acquire shares in the Company within Rule 11.2 and paragraph 25A(7) of Schedule 4, the Plan Shares to which the CSOP Option relates no longer meet the requirements of Part 4 of Schedule 4, the CSOP Option may be exercised no later than 20 days after the day on which the person obtains Control of the Company, notwithstanding that the Plan Shares no longer meet the requirements of Part 4 of Schedule 4.

• 1. Subject to the remainder of this Rule A.14.3, an Option can be exercised as a CSOP Option in accordance with Rule 11.3 where:
  2. a. the compromise or arrangement falls within paragraph 25A(6) of Schedule 4; and
  3. b. the CSOP Option is exercised within 6 months of the relevant date as set out in paragraph 25A(6) of Schedule 4.

Where the Board shall determine that it is likely that the court will sanction a compromise or arrangement within Rule 11.3 and paragraph 25A(6) of Schedule 4 and the Board passes a resolution to that effect, the CSOP Option may be exercised during the period of 20 days ending with the day on which the court sanctions such a compromise or arrangement and the CSOP Option shall be treated as if it was exercised in accordance with Rule 11.3. If a CSOP Option is exercised in reliance of this Rule A.14.3 and in anticipation of the events referred to in Rule 11.3 and paragraph 25A(6) of Schedule 4, but the court does not sanction the compromise or arrangement within Rule 11.3 during the period of 20 days beginning with the date on which the CSOP Option is exercised, the exercise of the CSOP Option is to be treated as having had no effect.

Subject to the above, if in consequence of a person obtaining Control of the Company as a result of a compromise or arrangement sanctioned by the court within Rule 11.3, the Plan Shares to which the CSOP Option relates no longer meet the requirements of Part 4 of Schedule 4, the CSOP Option may be exercised no later than 20 days after the day on which a person obtains Control of the Company as a result of a compromise or arrangement sanctioned by the court, notwithstanding that the Plan Shares no longer meet the requirements of Part 4 of Schedule 4.

A.15. Exchange of CSOP Options

Rule 12.1.2 shall not apply to CSOP Options.

If the person which obtains Control of the Company under Rule 11 is a company of which the ordinary shares are held in substantially the same proportions by substantially the same persons who previously held the Company's ordinary shares, then the Board may determine that Rule 11 shall not apply. Instead, if that person makes an offer to exchange the Option for a new Option which meets the requirements set out below, any CSOP Options that are not exchanged within the period referred to in paragraph 26 of Schedule 4 shall lapse forthwith at the end of that period.

CSOP Options can only be exchanged, as described in Rule 12.2 (Terms of exchange), if the Acquiring Company:

• 1. obtains Control of the Company as a result of making a general offer to acquire:
  2. a. the whole of the issued ordinary share capital of the Company (other than that which is already owned by it and its subsidiary or holding company) made on a condition such that, if satisfied, the Acquiring Company will have Control of the Company; or
  3. b. all the Plan Shares (or all those Plan Shares not already owned by the Acquiring Company or its subsidiary or holding company); or
• 1. obtains Control of the Company under a compromise or arrangement sanctioned by the court under Section 899 of the Companies Act 2006; or

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• 1. becomes bound or entitled to acquire Plan Shares under sections 979 to 982 or 983 to 985 of the Companies Act 2006; or
• 1. obtains Control of the Company as a result of a non-UK company reorganisation (as defined in paragraph 35ZA of Schedule 4) which has become binding on the shareholders covered by it.

CSOP Options must be exchanged within the period referred to in paragraph 26(3) of Schedule 4 and with the agreement of the company offering the exchange and the Option Holder. No further CSOP Options may be granted under the Plan other than pursuant to Rule 12 as modified by this Rule A.15.

Rule 12.2.3 shall be replaced by the words "In the application of the Plan to the New Option, where appropriate, references to "Company" and "Plan Shares" shall be read as if they were references to the company to whose shares the New Option relates, save that in the definition of "Board" the reference to "Company" shall be read as if it were a reference to Trifast plc."

Rule 12.2.5 shall be construed as if the words "which would have become exercisable under Rule 11 as applicable" were replaced by the words "subject to the original Option".

The new CSOP Option must be equivalent to the old CSOP Option by satisfying the conditions of paragraph 27 of Schedule 4 and must be in respect of shares which satisfy the conditions of paragraph 27 of Schedule 4, in a body corporate falling within paragraph 16(b) or (c) of Schedule 4.

In determining whether the old CSOP Option is equivalent to the new CSOP Option, the market value of the Plan Shares shall be determined using a methodology agreed by HMRC.

A.16. Changing the terms of CSOP Options

The Board need not obtain the approval of the Company in general meeting for any minor changes to this Schedule A which are necessary or desirable in order to meet the requirements of Schedule 4.

A.17. Substitution, variation or waiver of Performance Target, Performance Underpin and/or any other conditions

No amendment to any Performance Target, Performance Underpin and/or any other conditions for CSOP Options can be made which makes the Performance Target, Performance Underpin and/or any other conditions more difficult to satisfy.

A.18. Accounting for tax and social security withholding

Rule 15.1 (Deductions) shall be replaced by the following:

"If the Grantor, the Company or any Group Member (as the case may be) is obliged in any jurisdiction to account for tax and social security contributions for which the Option Holder is liable by virtue of the exercise of the Option and such company has not received from the Option Holder the necessary amount, then such company shall be entitled to discharge such liability by selling sufficient Plan Shares in respect of which the Option has been validly exercised and allotting or procuring the transfer of the balance of the Plan Shares to the Option Holder."

A.19. Disapplication of certain Rules and provisions

The following Rules and provisions do not apply to CSOP Options:

• 1. Rules 6 (Malus) and 7 (Clawback) shall apply only to the extent (if at all) permissible under Schedule 4;
• 1. The paragraph of Rule 5.1 (Setting of Performance Target, Performance Underpin and conditions) commencing with the words "The Grantor may in addition adjust" and the paragraph of Rule 8.1 (Earliest date for Vesting and exercise of Options) commencing with the words "The Grantor may in addition adjust" shall apply only to the extent (if at all) permissible under Schedule 4; and
• 1. Rule 8.8 (Net or cash settling).

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Schedule B: United States of America – Sub Plan

This Schedule B shall apply to all Options granted under the Plan to Eligible Employees who are US Taxpayers (as defined below), and the Rules as amended by this Schedule B shall apply only to Options granted under the Plan to Eligible Employees who are US Taxpayers.

Options granted to US Taxpayers are intended to qualify for the stock rights exemption to Section 409A of the Code provided by Section 1.409A-1(b)(5)(i)(A) of the US Treasury Regulations, and the Plan and this Schedule B shall be interpreted and administered consistent with such intention.

In the event of any conflict between an applicable provision of the Plan and an applicable provision of this Schedule B with respect to an Option granted to a US Taxpayer, the provision of this Schedule B shall apply.

B.1. Definitions

For the purposes of this Schedule B, the following words and expressions have the following meanings:

Code means the US Internal Revenue Code of 1986, as amended from time to time. References to the Code or to a particular section of the Code shall include references to any related US Treasury Regulations and rulings to successor provisions;

US means the United States of America;

US Tax means income taxation by the US; and

US Taxpayer means an Eligible Employee who is subject to US Tax at the Grant Date or who is expected to become subject to US Tax following the Grant Date. US Taxpayers shall include US citizens working abroad, US resident aliens and other individuals rendering services in the US.

B.2. Number of Plan Shares

The number of Plan Shares subject to an Option granted to a US Taxpayer must be fixed on the initial Grant Date.

B.3. Exercise Price

The Exercise Price for a Plan Share subject to an Option granted to a US Taxpayer may never be less than the Market Value of a Plan Share on the Grant Date.

For purposes of determining the Exercise Price for a Plan Share subject to an Option granted to a US Taxpayer, if Plan Shares are listed on the Official List (or on any other recognised stock exchange within the meaning of section 1005 of ITA 2007 or the Alternative Investment Market of the London Stock Exchange) on the Grant Date, the Market Value of a Plan Share means the greater of:

• 1. the Market Value averaged over the five Dealing Days preceding the Grant Date as determined by the Board; and
• 1. the Market Value on the Grant Date as determined by the Board of Directors.

Where Plan Shares are not so listed on the Grant Date, the Market Value of a Plan Share subject to an Option granted to a US Taxpayer will be determined by the Board in a manner permitted by Section 1.409A-1(b)(5)(iv)(B) of the US Treasury Regulations.

B.4. No Deferral Feature

The exercise of an Option granted to a US Taxpayer must be subject to US tax in the year in which the Option is exercised and an Option granted to a US Taxpayer may not include any feature for the deferral of compensation beyond the exercise of the Option.

B.5. Exchange of Options

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Where there is to be an exchange of an Option granted to a US Taxpayer pursuant to Rule 12 of the Plan, the terms of the exchange and the New Option shall be determined in the manner provided by Section 1.409A-1(b)(5)(v)(D) of the US Treasury Regulations.

B.6. Adjustment of Options on Reorganisation

Where there is to be an adjustment of an Option granted to a US Taxpayer pursuant to Rule 14 of the Plan in the event of a Reorganisation, the aggregate Exercise Price after the adjustment may not be less than the aggregate Exercise Price before the adjustment.