If you are in any doubt as to what action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 (as amended) as soon as possible. If you have sold or otherwise transferred all of your ordinary shares in Forterra plc please pass this document, together with the accompanying documents, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Forterra plc(incorporated in England and Wales under number 09963666)
Registered Office:
Letter from the Chair Forterra plc
5 Grange Park Court
Roman Way Northampton NN4 5EA
15 April 2026
To the holders of ordinary shares in Forterra plc (the 'Company')
Dear Shareholder,
Annual General MeetingI am writing to give you details of the 2026 Annual General Meeting ('AGM' or 'Meeting') of the Company to be held at 12pm on Tuesday 19 May 2026 at 30 Crown Place, Earl Street, London, EC2A 4ES.
The following are enclosed with this letter:
Explanatory notes
Notice of AGM
Annual Report and Accounts
The formal notice convening the AGM is set out on pages 7 to 9 of this document. The explanatory notes to accompany the formal notice are set out on pages 4 to 6 of this document.
Action to be takenShareholders who wish to attend the AGM in person are requested to notify the Company in advance for security and capacity-planning purposes. Please confirm your intention to attend by emailing the Company Secretary, at investors@forterra.co.uk no later than 12.00 p.m. on Tuesday 12 May 2026.
If you wish to attend the AGM in person, please bring a form of ID (such as a driving licence or a passport) with you. Ordinary shareholders are also requested, whether or not they intend to attend the AGM in person, to submit a proxy vote:
If you hold your ordinary shares in certificated form, your proxy vote must be submitted at https://www.signalshares.com so as to have been received by the Company's registrars, not less than 48 hours (excluding weekends and public holidays) before the time appointed for the meeting or any adjournment of it.
If you hold shares in the Forterra Corporate Sponsored Nominee, your shares are held on your behalf by MUFG Corporate Markets Trustees (Nominees) Limited. Your proxy vote must be submitted at https://www.signalshares.com so as to have been received by MUFG Corporate Markets Trustees (Nominees) Limited not less than 72 hours (excluding weekends and public holidays) before the time appointed for the meeting or any adjournment of it. This means that the deadline for the receipt by MUFG Corporate Markets Trustees (Nominees) Limited of all proxy appointments, in respect of members of the Corporate Sponsored Nominee, is 12pm on Thursday 14 May 2026.
By registering on the Signal shares portal at https://www.signalshares.com, you can manage your shareholding, including:
cast your vote
change your dividend payment instruction
update your address
select your communication preference
If you hold your ordinary shares in uncertificated form through CREST, appoint your proxy through the CREST proxy appointment service as detailed in note 3 on page 10.
If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to https://www.proxymity.io.
Please note that the deadline for the receipt by our Registrars of all proxy appointments, in respect of registered shareholders, is 12pm on Friday 15 May 2026.
The deadline for the receipt by MUFG Corporate Markets Trustees (Nominees) Limited of all proxy appointments, in respect of members of the Corporate Sponsored Nominee, is 12pm on Thursday 14 May 2026.
RecommendationThe Board is unanimous in its view that all the resolutions set out in the notice of AGM are in the best interests of the Company and its shareholders as a whole. Accordingly, the Board recommends that you vote in favour of each of the resolutions. Where applicable, each Director intends to
vote in favour of the resolutions in respect of their own beneficial shareholding, which in aggregate amounts to 389,178 ordinary shares at the date of this letter.
The results of the AGM will be announced through the Regulatory News Service ('RNS') and will be made available on the Company's website as soon as practicable following the closing of this year's AGM.
Thank you for your continued support. Yours faithfully
Nigel Lingwood
Chair
Explanatory Notes to the Resolutions
The following notes give an explanation of the proposed resolutions set out in the notice of Annual General Meeting.
Resolutions 1 to 21 are proposed as ordinary resolutions meaning that for each of those resolutions to be passed, more than half the votes cast must be in favour of the resolution. Resolutions 22 to 25 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.
ORDINARY RESOLUTIONS RESOLUTION 1 - RECEIPT OF THE ANNUAL REPORT AND ACCOUNTSOrdinary resolution 1 proposes the receipt and adoption of the Annual Report and Accounts, together with the reports of the Directors and the external independent Auditor ("the auditor"), for the year ended
31 December 2025.
RESOLUTION 2 - APPOINTMENT OF AUDITORThe Company is required to appoint an auditor at each Annual General Meeting at which accounts are laid to hold office until the next Annual General Meeting.
Following a formal audit tender process overseen by the Audit and Risk Committee, the Board has resolved to propose the appointment of Deloitte LLP as the Company's auditor, with effect from the conclusion of the 2026 Annual General Meeting.
Accordingly, ordinary resolution 2 proposes the appointment of Deloitte LLP as auditor of the Company until the conclusion of the Annual General Meeting in 2027 (at which the accounts for the year ending
31 December 2026 will be laid).
Ernst & Young LLP will cease to hold office as auditor at the conclusion of the 2026 Annual General Meeting.
RESOLUTION 3 - REMUNERATION OF AUDITORThe Audit and Risk Committee of the Company has responsibility for overseeing the relationship with the external auditor. This responsibility includes approving the external auditor's engagement letter and the audit fee. Ordinary resolution 3 seeks shareholder approval to authorise the Audit and Risk Committee to determine the remuneration of the auditor to the Company.
RESOLUTION 4 - FINAL DIVIDENDA final dividend of 4.3 pence per ordinary share is recommended by the Directors for payment to shareholders on the register of members of the Company at the close of business on 12 June 2026. Subject to approval by the shareholders at the AGM of ordinary resolution 4, the dividend will be paid on 6 July 2026.
RESOLUTIONS 5 TO 12 - RE-ELECTION OF DIRECTORSThe Company's Articles of Association contain powers of removal, appointment, election and re-election of Directors and provide that each Director should retire at the Annual General Meeting if they had been
a Director at each of the two preceding Annual General Meetings and were not reappointed by the Company in a general meeting at or since such meeting. A retiring Director shall be eligible for re-election. Furthermore, the Company's Articles of Association provide that any Director appointed by the Board is required to submit themselves
for election at the Annual General Meeting following their appointment. Since the last Annual General Meeting, the Board has appointed Oliver Graham as a Non-Executive Director and Martin Sutherland is stepping down from the Board.
The Company supports the principles of good governance as laid out in the UK Corporate Governance Code and, accordingly, all the Executive and Non-Executive Directors will retire and put themselves forward for re-election annually at each Annual General Meeting.
Ordinary resolutions 5 to 12 therefore deal with the re-election
(or election in the case of Oliver Graham) of each Director. As described in further detail on page 84 of the 2025 Annual Report and Accounts, during 2025 the Board conducted an internal evaluation of both its own effectiveness and that of its Committees. The evaluation process included the consideration of the effectiveness of each Director. In addition,
the Chair also met with each Director during the year to discuss their contribution to the Board and their personal development. These processes allow the Board to conclude that each Director makes
a positive and effective contribution to the Board and demonstrates commitment to the role.
The biographies of the Directors in office at the year end can be found on pages 72 to 74 of the 2025 Annual Report and Accounts. Oliver Graham is currently Chief Executive Officer of Ardagh Metal Packaging S.A. which has a market capitalisation of $2.48bn and operates 23 beverage can plants across Europe, North America and Brazil, serving leading beverage brands worldwide. Prior to his role at
Ardagh, he was Group Commercial Director of Rexam which he joined in 2013 from Boston Consulting Group where he was Partner and Managing Director within the Consumer and Industrial Practices.
The Board considers Katherine Innes Ker, Vince Niblett, Gina Jardine,
Aysegul Sabanci and Oliver Graham to be independent and there are no relationships or circumstances which are likely to affect their character or judgement.
RESOLUTION 13 - APPROVAL OF REMUNERATION POLICY
Ordinary resolution 13 seeks shareholder approval for the Directors Remuneration Policy ("the Policy"), set out on pages 101 to 109 of the 2025 Annual Report and Accounts), for the year ended 31 December 2025.
The Policy sets out the Company's future policy on directors' remuneration, including the setting of the Directors' pay and the granting of share awards. The Policy will be subject to a binding shareholder vote and,
if approved, the Company will not be able to make a remuneration payment to a current or future Director or a payment for loss of office to a current or future Director unless that payment is consistent with the Policy (or unless a payment has been separately approved by a shareholder resolution).
RESOLUTION 14 - APPROVAL OF REMUNERATION COMMITTEE REPORTOrdinary resolution 14 seeks shareholder approval for the Remuneration Committee Report (excluding the Remuneration Policy set out on pages 101 to 109 of the 2025 Annual Report and Accounts) for the year ended 31 December 2025 (which is set out on pages 96 to 123 of the 2025 Annual Report and Accounts). This vote is advisory in nature, with the consequence that if this resolution is not passed, payments made or promised to Directors will not have to be repaid, reduced or withheld.
RESOLUTIONS 15-19 - APPROVAL OF SHARE PLANS
In 2016, the Company approved the current Forterra Plc Performance Share Plan, The Deferred Share Bonus Plan, the Sharesave Plan and the Share Incentive Plan. The Company operates these share plans to support the recruitment, retention and long-term incentivisation of executive directors, senior management and employees, and to align their interests with those of shareholders. These arrangements include performance-based and all-employee share plans, details of which are set out in the Directors' Remuneration Report and the notes to the financial statements in the 2025 Annual Report and Accounts.
The existing plans expired in April 2026 at the end of their 10-year life. The Remuneration Committee ('the Committee') has undertaken a review of the design, structure and rules of the existing Plans and concluded that they remain appropriate, with the exception of the current Performance Share Plan, which has been amended to encompass the proposed Restricted Share Plan as set out in the Remuneration Policy on pages 101 to 109 of the 2025 Annual Report and Accounts.
The rules of the Deferred Share Bonus Plan, the Sharesave Plan and the Share Incentive Plan are substantially the same as the Existing Plans and align with the Directors Remuneration Policy, with updates to take account of developments in legislation, corporate governance, market practice and investor guidelines. The Performance Share Plan has been replaced with the Long Term Incentive Plan, to allow non-performance shares to be granted.
The Board believes that share-based incentives remain an important component of the Company's overall remuneration framework and support the delivery of the Company's long-term strategy and sustainable value creation.
Shareholder approval is being sought to approve the operation of the Company's share plans and to provide the Directors with authority to grant awards and, where appropriate, to issue or transfer ordinary shares in satisfaction of those awards, including through the Company's Employee Benefit Trust.
The Directors intend to operate the Share Plans in accordance with their rules, the approved Remuneration Policy, applicable legal and regulatory requirements and institutional investor guidelines.
The Board considers that ordinary resolutions 15 to 19 are in the best interests of the Company and its shareholders as a whole and unanimously recommends that shareholders vote in favour of these resolutions.
RESOLUTION 20 - POLITICAL DONATIONSPart 14 of the Companies Act 2006 (the 'Act'), amongst other things, prohibits the Company and its subsidiaries from making political donations or from incurring political expenditure in respect of a political party or other political organisation or an independent election candidate unless authorised by the Company's shareholders. Aggregate donations made by the Company and/or any of its subsidiaries of £5,000 or less
in any 12-month period will not be covered by this prohibition. Neither the Company nor any of its subsidiaries has any intention of making any political donations or incurring any political expenditure. However,
the Act defines 'political party', 'political organisation', 'political donation' and 'political expenditure' widely. For example, bodies, such as those concerned with policy review and law reform or with the representation of the business community or sections of it, which the Company and/
or its subsidiaries may see benefit in supporting, may be caught. Accordingly, the Company wishes to ensure that neither it nor its subsidiaries inadvertently commits any breach of the Act through the undertaking of routine activities, which would not normally be considered to result in the making of political donations and political expenditure being incurred. As permitted under the Act, ordinary
resolution 20 covers the Company and extends to all companies which are subsidiaries of the Company at any time the authority is in place. The proposed authority will expire at the conclusion of the Annual General Meeting of the Company to be held in 2027 or, if earlier, 30 June 2027.
RESOLUTION 21 - RENEWAL OF AUTHORITY TO ALLOT SHARE CAPITALThe Directors may only allot shares or grant rights to subscribe for, or convert any security into, shares if authorised to do so by shareholders. The previous authority granted by shareholders at the Company's 2025 Annual General Meeting in respect of the allotment of shares will expire on the holding of the 2026 AGM or, if earlier, 30 June 2026. The Directors are now seeking renewal of that authority.
Accordingly, resolution 21 will be proposed as an ordinary resolution. Part (a) of resolution 21 grants new authority to allot shares and grant rights to subscribe for, or convert any security into, shares up to an aggregate nominal amount of £705,876. This amount represents approximately one third (33.33%) of the total issued ordinary share capital of the Company as calculated at 14 April 2026, being the latest practicable date before the publication of the notice of AGM.
In accordance with the institutional guidelines issued by the Investment Association, paragraph (b) of resolution 21 will also authorise Directors to allot, including the ordinary shares referred to in paragraph (a) of resolution 21, ordinary shares in connection with a pre-emptive offer by way of a rights issue to ordinary shareholders up to a maximum nominal amount of £1,411,751. This amount represents approximately two-thirds (66.67%) of the total issued ordinary share capital of the Company as calculated at 14 April 2026, the latest practicable date before the publication of the notice of AGM. The Directors have no present intention of exercising these authorities.
If given, these authorities will expire at the conclusion of the Annual General Meeting of the Company to be held in 2027 or, if earlier, 30 June 2027.
Explanatory Notes to the Resolutions continued
SPECIAL RESOLUTIONS RESOLUTIONS 22 AND 23 - AUTHORITIES TO DISAPPLY PRE-EMPTION RIGHTSThe Directors require a power from shareholders to allot equity securities or sell treasury shares where they propose to do so for cash and otherwise than to existing shareholders pro-rata to their holdings. The previous powers granted by shareholders at the Company's 2025 Annual General Meeting in respect of the disapplication of pre-emption rights will expire on the holding of the 2026 AGM or, if earlier, 30 June 2026.
Resolutions 22 and 23 will both be proposed as special resolutions.
If passed, these resolutions would authorise the Directors to allot equity shares for cash without first being required to offer such shares to existing shareholders. The combined effect of both resolutions will provide authority to issue up to (approximately) 24% of the issued ordinary share capital (excluding any treasury shares). Each resolution follows the guidance from the Pre-Emption Group's new Statement
of Principles, published in November 2022.
In accordance with this updated guidance, the Company confirms that it intends to use:
no more than 10% of issued ordinary share capital in any one year, whether or not in connection with an acquisition or specified capital investment;
no more than an additional 10% of issued ordinary share capital in any one year, and only in connection with an acquisition or a specified capital investment; and
not more than 20% of any amounts used pursuant to (a) and (b) above, for the purposes of making a follow-on offer (in essence focused on retail investors) which the Directors determine to be of
a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice.
The Directors are proposing both resolutions as they consider it prudent to maintain the flexibility the resolutions provide individually and in aggregate. The Directors do not currently intend to make use of either element of the authority, and anticipate only making use of the additional 10% authority where the specific circumstances of the Company require. The aggregated authority contained in resolutions 22 and 23
will be limited to an aggregate nominal value of £508,230 (being approximately 24% of the total issued ordinary share capital of the Company as calculated at 14 April 2026, being the latest practicable date before the publication of the notice of AGM).
If given, these authorities will expire at the conclusion of the Annual General Meeting of the Company to be held in 2027 or, if earlier, 30 June 2027.
The Directors will have due regard to institutional guidelines and the Statement of Principles in relation to any exercise of these authorities.
RESOLUTION 24 - MARKET PURCHASE OF OWN SHARESThis resolution seeks authority for the Company to make market purchases of its own ordinary shares up to a maximum of 10% of its issued ordinary share capital, being 21,176,267 ordinary shares, calculated as at 14 April 2026, the latest practicable date prior to the publication of the Notice of AGM. The minimum and maximum prices payable are set out in the resolution.
The Company has an existing share buyback programme in place, announced on 13 October 2025, and this resolution would provide the necessary authority for that programme to continue and for the Company to retain flexibility to make market purchases of its ordinary shares in the future, where the Directors consider it appropriate to do so.
The Directors believe that having this authority is in the best interests of the Company and its shareholders. Any exercise of the authority would be for the purposes of satisfying awards under the Company's employee share schemes or, as with the current buyback programme,
where the Directors consider that doing so would enhance earnings per share or otherwise represent an efficient use of capital. The authority would only be exercised where the Directors consider it to be in the best interests of shareholders generally.
Any ordinary shares purchased pursuant to this authority will be cancelled or, where permitted, held in treasury. Shares held in treasury may be re-issued by the Company at a later date, which would enable the Company to respond quickly and cost-effectively to future opportunities and provide greater flexibility in the management of the Company's capital structure.
As at 14 April 2026, being the latest practicable date prior to the publication of the Notice of AGM, options to subscribe for a total of 11,336,464 ordinary shares were outstanding under the Company's employee share schemes, representing 5.35% of the Company's issued ordinary share capital at that date and 5.95% of the issued share capital assuming full exercise of the authority sought under Resolution 24.
Resolution 24 is proposed as a special resolution and, if passed, will expire at the conclusion of the Company's Annual General Meeting to be held in 2027 or, if earlier, on 30 June 2027.
RESOLUTION 25 - NOTICE PERIOD FOR GENERAL MEETINGSResolution 25 seeks to renew the authority granted at the Company's 2025 Annual General Meeting to allow the Company to hold general meetings (other than the Annual General Meeting) on 14 clear days' notice. This is in order to avoid the effect of section 307A of the Act which, without such a resolution, would have the effect of requiring the Company to give not less than 21 clear days' notice of general meetings. In order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting. The Company undertakes to meet the requirements for electronic voting in the Act
before calling a general meeting on 14 clear days' notice. It is intended that this flexibility will only be used for non-routine business where the flexibility is merited by the business of the meeting and it is thought to be in the best interests of shareholders as a whole. If passed, the approval will be effective until the Company's Annual General Meeting to be
held in 2027.
Notice of Annual General Meeting
NOTICE OF ANNUAL GENERAL MEETING FORTERRA PLCNotice is hereby given that the Annual General Meeting of Forterra plc (the 'Company') will be held at 30 Crown Place, Earl Street, London, EC2A 4ES at 12pm on Tuesday 19 May 2026 to consider and,
if thought fit, to pass the following Resolutions, of which Resolutions 1 to
(inclusive) will be proposed as ordinary resolutions and Resolutions
to 25 (inclusive) will be proposed as special resolutions.
THAT the Annual Report and Accounts for the year ended 31 December 2025 be received and adopted.
THAT, following the conclusion of a formal audit tender process, Ernst & Young LLP be removed as auditor of the Company with effect from the conclusion of this meeting, and that Deloitte LLP be appointed as auditor of the Company, to hold office from the conclusion of this meeting until the conclusion of the next general
meeting at which the Company's Annual Report and Accounts are laid.
THAT the Audit and Risk Committee be authorised on behalf of the Board to determine the remuneration of the auditor of the Company.
THAT a final dividend of 4.3 pence per ordinary share be declared for the year ended 31 December 2025, payable to ordinary shareholders on the register at the close of business on 12 June 2026.
THAT Oliver Graham be elected as a Director of the Company
THAT Nigel Lingwood be re-elected as a Director of the Company.
THAT Neil Ash be re-elected as a Director of the Company.
THAT Ben Guyatt be re-elected as a Director of the Company.
THAT Katherine Innes Ker be re-elected as a Director of the Company.
THAT Gina Jardine be re-elected as a Director of the Company.
THAT Vince Niblett be re-elected as a Director of the Company.
THAT Aysegul Sabanci be re-elected as a Director of the Company.
THAT the Directors' Remuneration Policy, the full text of which can be found on pages 101 to 109 of the 2025 Annual Report and Accounts, be approved.
THAT the Remuneration Committee Report (excluding the Directors Remuneration Policy set out on pages 101 to 109 of the 2025 Annual Report and Accounts) for the year ended 31 December 2025, as set out on pages 96 to 123 of the 2025 Annual Report and Accounts, be approved.
THAT, the rules of the Forterra Long-Term Incentive Plan, in the form produced to the meeting and initialled by the Chair of the meeting for the purposes of identification (the "LTIP"), the principal terms of which are summarised in the Appendix to this Notice of Meeting, be and are hereby approved and the Directors of the Company be and are hereby authorised to adopt the LTIP and do all acts and things which they may, in their absolute discretion, consider necessary or expedient to give effect to the LTIP.
THAT, the rules of the Forterra Deferred Annual Bonus Plan, in the form produced to the meeting and initialled by the Chair of the meeting for the purposes of identification (the "DABP"), the principal terms of which are summarised in the Appendix to this Notice of Meeting, be and are hereby approved and the Directors of the Company be and are hereby authorised to adopt the DABP and
do all acts and things which they may, in their absolute discretion, consider necessary or expedient to give effect to the DABP.
THAT, the rules of the Forterra Share Incentive Plan in the form produced to the meeting and initialled by the Chair of the meeting for the purposes of identification (the "SIP"), the principal terms of which are summarised in the Appendix to this Notice of Meeting, be and are hereby approved and the Directors of the Company be and are hereby authorised to adopt the SIP and do all acts and things which they may, in their absolute discretion, consider necessary or expedient to give effect to the SIP.
THAT, the rules of the Forterra Sharesave Plan in the form produced to the meeting and initialled by the Chair of the meeting for the purposes of identification (the "SAYE"), the principal terms of which are summarised in the Appendix to this Notice of Meeting, be and are hereby approved and the Directors of the Company be and are hereby authorised to adopt the SAYE and do all acts and things which they may, in their absolute discretion, consider necessary or expedient to give effect to the SAYE.
THAT, the Directors of the Company be and are hereby authorised to adopt further schemes based on the LTIP, the DABP, the SIP and the SAYE (together, the "Share Plans") but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further schemes are treated as counting against the limits on individual and overall participation in the Share Plans.
THAT in accordance with sections 366 and 367 of the Companies Act 2006 (the 'Act'), the Company and all companies that are the Company's subsidiaries are authorised to:
make political donations to political parties or to independent election candidates not exceeding £100,000 in total;
make political donations to political organisations (other than political parties) not exceeding £100,000 in total; and
incur any political expenditure not exceeding £100,000 in total,
in each case, during the period beginning with the conclusion of this meeting and ending on the conclusion of the Annual General Meeting of the Company to be held in 2027 or, if earlier, 30 June 2027.
For the purpose of this resolution 'political donation', 'political party', 'political organisation', 'independent election candidate' and 'political expenditure' are to be construed in accordance with sections 363, 364 and 365 of the Act.
THAT the Directors be generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company to allot shares and grant rights to subscribe for, or convert any security into, shares:
up to an aggregate nominal amount of £705,876 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) of this resolution in excess of such sum); and
comprising equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount of £1,411,751
(such amount to be reduced by any allotments or grants made under paragraph (a) of this resolution) in connection with or pursuant to an offer by way of a rights issue in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment (and holders of any other class of equity securities entitled to participate therein or if the Directors consider it necessary, as permitted by the rights of those securities), but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws or regulations of, or the requirements of any regulatory body or stock exchange in, any territory or to deal with any other matter whatsoever,
these authorisations to expire at the conclusion of the Annual General Meeting of the Company to be held in 2027 or, if earlier, 30 June 2027, save that the Company may before such expiry make any offer or enter into any agreement which would or might require shares to be allotted, or rights to be granted, after such expiry and the Directors may allot shares, or grant rights to subscribe for or to convert any security into shares, in pursuance of any such offer or agreement as if the authorisations conferred hereby had not expired.
THAT, subject to the passing of resolution 21, the Directors be given power pursuant to sections 570(1) and 573 of the Companies Act 2006 (the 'Act') to:
allot equity securities (as defined in section 560 of the Act) of the Company for cash pursuant to the authorisation conferred by resolution 21; and
sell ordinary shares (as defined in section 560(1) of the Act) held by the Company as treasury shares for cash,
as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities for cash and the sale of treasury shares:
in connection with or pursuant to an offer of or invitation to acquire equity securities (but in the case of the authorisation granted under paragraph (b) of resolution 21, by way of a rights issue only) in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by such holders on the record date for such allotment or sale (and holders of any other class of equity securities entitled to participate therein or, if the Directors consider it necessary, as permitted by the rights of those securities) but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws or regulations of, or the requirements of any regulatory body or stock exchange in, any territory or to deal with any other matter whatsoever; and
in the case of the authorisation granted under paragraph (a) of resolution 21 (or in the case of any transfer of treasury shares), and otherwise than pursuant to paragraph (i) of this resolution, up to an aggregate nominal amount of £211,763; and
in the case of the authorisation granted under paragraph (a) of resolution 21 (or in the case of any transfer of treasury shares), and otherwise than pursuant to paragraph (i) or paragraph (ii) of this resolution, up to an aggregate nominal amount equal to 20% of any allotment of equity securities
or sale of treasury shares from time to time under paragraph
(ii) of this resolution, such power to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,
this power to expire at the conclusion of the Annual General Meeting of the Company to be held in 2027 or, if earlier, on 30 June 2027, save that the Company may at any time before the expiry of such power make any offer or enter into any agreement that would or might require equity securities to be allotted, or treasury shares to be sold, after the expiry of such power and the Directors may allot equity securities or sell treasury shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired.
THAT, subject to the passing of resolutions 21 and 22, and in addition to the power granted by resolution 22, the Directors be given power pursuant to sections 570(1) and 573 of the Companies Act 2006 (the 'Act') to:
allot equity securities (as defined in section 560 of the Act) of the Company for cash pursuant to the authorisation conferred by paragraph (a) of resolution 21; and
sell ordinary shares (as defined in section 560(1) of the Act) held by the Company as treasury shares for cash,
as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be:
limited to the allotment of equity securities for cash and the sale of treasury shares up to an aggregate nominal amount of £211,763 and used only for the purposes of financing (or refinancing, if the power is to be used within twelve months after the original transaction) a transaction which the Directors have determined to be an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior
to the date of this notice, or for any other purposes as the Company in general meeting may at any time by special resolution determine; and
limited to the allotment of equity securities and the sale of treasury shares (otherwise than pursuant to paragraph (i) of this resolution) up to a nominal amount equal to 20% of
any allotment of equity securities and sale of treasury shares from time to time under paragraph (i) of this resolution,
such power to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the
Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,
this power to expire at the conclusion of the Annual General Meeting of the Company to be held in 2027 or, if earlier, on 30 June 2027, save that the Company may at any time before the expiry of such power make any offer or enter into any agreement that would or might require equity securities to be allotted, or treasury shares to be sold, after the expiry of such power and the Directors may allot equity securities or sell treasury shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired.
Notice of Annual General Meeting continued
THAT the Company is generally and unconditionally authorised for the purposes of section 701 of the Companies Act (the 'Act') to make market purchases (within the meaning of section 693(4) of the Act) of any of its ordinary shares of £0.01 each on such terms and in such manner as the Directors may from time to time determine, provided that:
the maximum number of ordinary shares which may be purchased is 21,176,267, representing approximately 10% of the issued ordinary share capital of the Company as at 14 April 2026; and
the minimum price that may be paid for each ordinary share is the nominal value of such share which amount shall be exclusive of expenses (if any); and
the maximum price (exclusive of expenses) that may be paid for each ordinary share is an amount equal to the higher of:
105% of the average of the middle market quotations for the ordinary shares of the Company as derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which such share is contracted to be purchased; and
the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out; and
unless previously renewed, revoked or varied, this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2027 or, if earlier, on 30 June 2027; and
the Company may, before this authority expires, make
a contract to purchase ordinary shares that would or might be executed wholly or partly after the expiry of this authority, and may make purchases of ordinary shares pursuant to it as if this authority had not expired.
THAT a general meeting of the Company other than an Annual General Meeting of the Company may be called on not less than 14 clear days' notice.
By Order of the Board
Frances Tock
Company Secretary
Forterra plc
Registered Office:
5 Grange Park Court Roman Way Northampton
NN4 5EA
(Incorporated in England and Wales under number 09963666) 15 April 2026
Notes
Only holders of ordinary shares are entitled to attend and vote at this meeting. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the register of members of the Company at the close of business on Friday 15 May 2026 (or, in the event of any adjournment, at the close of business on the date which is two business days prior to the adjourned meeting). Changes to the register of members of the Company after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting or adjourned meeting.
A member entitled to attend and vote at the meeting may appoint one or more proxies to exercise all or any of the member's rights to attend, speak and vote at the meeting. A proxy need not be a member of the Company but must attend the meeting for the member's vote to be counted. If a member appoints more than one proxy to attend the meeting, each proxy must be appointed to exercise the rights attached to a different share or shares held by the member. If a member wishes to appoint more than one proxy they may do so at https://www.signalshares.com. Proxies may also be appointed electronically through CREST or Proxymity. Details are given in the notes below. Appointing a proxy or any CREST proxy instruction or appointing a proxy via Proxymity does not preclude
you from attending the Meeting and voting in person on any matters in respect of which the proxy or proxies is or are appointed but,
in the event that and to the extent that you personally vote your shares, your proxy will not be entitled to vote and any vote cast by your proxy in such circumstances will be disregarded.
To be effective, the proxy vote must be submitted at https://www.signalshares.com so as to have been received by the Company's registrars, not less than 48 hours (excluding weekends and public holidays) before the time appointed for the meeting or any adjournment of it. Members of the Corporate Sponsored Nominee should submit their votes, so as to be received by MUFG Corporate Markets Trustees (Nominees) Limited, not less than
72 hours (excluding weekends and public holidays) before the time appointed for the meeting or any adjournment of it (see below).
If you are a member of CREST, you may register the appointment of a proxy by using the CREST electronic proxy appointment service. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Annual General Meeting and any adjournment(s) thereof by using the procedures, and to the address, described in the CREST Manual (available via https://www.euroclear.com) subject to the provisions of the Company's Articles of Association. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK and International specifications and must contain the information required for such instructions, as described in
the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID: RA10) by 12pm Friday 15 May 2026. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK and International does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
If you are an institutional investor you may be able to appoint
a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to https://www.proxymity.io. Your proxy must be lodged by 12pm on Friday 15 May 2026 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours (excluding weekends and public holidays) before the time of the adjourned meeting.
Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions.
It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.
If you hold your shares in the Forterra Corporate Sponsored Nominee, your shares are held on your behalf in the name of MUFG Corporate Markets Trustees (Nominees) Limited, who are the registered shareholder. You can tell them how you want the votes in respect
of your shares to be cast at the AGM by completing a Form of Instruction. This can be done electronically at https://www.signalshares.com or by completing and returning a hard copy Form of Instruction. You can request a hard copy form from MUFG Corporate Markets by emailing shareholderenquiries@cm.mpms.mufg.com or calling on Tel: 0371 664 0391. Calls are charged at the standard geographic
rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales. To be effective, in either case the Form of Instruction must be received by MUFG Corporate Markets, PXS 1, Central Square,
29 Wellington Street, Leeds, LS1 4DL (together with any power of attorney or other authority under which it is signed or a notarially certified copy of such power or authority) by no later than 12 pm on 14 May 2026 (or if the AGM is adjourned, 72 hours before the time fixed for the adjourned AGM, excluding any UK non-working days). MUFG Corporate Markets Trustees (Nominees) Limited will appoint the chair of the meeting as its proxy to cast your votes. The appointed proxy may also vote or abstain from voting as they think fit on any other business (including amendments to resolutions) which may properly come before the meeting. If you wish to attend, and/or vote at the AGM, or appoint someone else to attend the AGM and vote
on your behalf, you must confirm this to MUFG Corporate Markets by email to Nominee.Enquiries@cm.mpms.mufg.com or in
writing by contacting MUFG Corporate Markets, Central Square, 29 Wellington Street, Leeds, LS1 4DL by no later than 12 pm
on 14 May 2026 (or if the AGM is adjourned, 72 hours before the time fixed for the adjourned AGM, excluding any UK nonworking days).
Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
Any person to whom this notice of AGM is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a 'Nominated Person') may have a right under an agreement between him/her and the member by whom he/she was nominated, to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such right or does not wish to exercise it, he/she may have a right under such an agreement, to give instructions to the member as to the exercise of voting rights. The statement of the rights of the members in relation to the appointment of proxies does not apply to Nominated Persons. Those rights can only be exercised by members of the Company.
Under section 527 of the Companies Act 2006 (the 'Act'), members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter that the members propose to raise at the Annual General Meeting relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting; or
(ii) any circumstance connected with an auditor to the Company ceasing to hold office since the previous meeting at which annual reports and accounts were laid in accordance with section 437 of the Act. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company's auditor not later
than the time when it makes the statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required under section 527 of the Act to publish on a website.
Any member attending the AGM has the right to ask questions. The Company must cause to be answered any such questions relating to the business being dealt with at the meeting but no such
answer need be given if (a) to do so would interfere unduly with the preparation of the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable, in the interests of the Company or the good order of the meeting, that the question be answered.
Except as expressly stated, members who wish to communicate with the Company in relation to the AGM should do so in writing either to the Company Secretary at the registered office address or to the Company's registrar, MUFG Corporate Markets, Central Square,
29 Wellington Street, Leeds, LS1 4DL. No other methods of communication will be accepted. In particular, you may not use any electronic address (within the meaning of section 333(4) of the Companies Act 2006) provided either in this notice of meeting or in any related documents to communicate with the Company for any purposes other than those expressly stated.
Copies of the following documents will be available for inspection at the registered office of the Company, 5 Grange Park Court, Roman Way, Northampton NN4 5EA during normal business hours on any weekday from the date of this notice of AGM until the close of the Meeting (Saturdays, Sundays and public holidays excepted) and will be available for inspection at the place of the AGM convened for that day from at least 15 minutes prior to the appointed time for the meeting until the meeting is concluded or adjourned:
copies of the Executive Directors' service agreements;
copies of the letters of appointment of each Non-
Executive Director; and
the rules of the Share Plans (as summarised in the Appendix to the notice of AGM)
A copy of this notice of AGM and the other information required by section 311A of the Companies Act 2006 can be found at https://www.forterraplc.co.uk
As at 14 April 2026, being the latest practicable date before the publication of the notice of AGM, there are 211,762,670 ordinary shares of £0.01 each in issue and the total voting rights of the Company are therefore 211,762,670.
If you need help with voting online, or require a paper proxy form or Form of Instruction, please contact our Registrar, MUFG Corporate Markets, by email at shareholderenquiries@cm.mpms.mufg.com, or you may call on 0371 664 0391 if calling from the UK, or
+44 (0) 371 664 0391 if calling from outside of the UK. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Submission of a Proxy vote shall not preclude a member from attending and voting in person at the meeting in respect of which
the proxy is appointed or at any adjournment thereof. Unless otherwise indicated on the Form of Proxy, CREST, Proxymity or any other electronic voting instruction, the proxy will vote as they think fit or,
at their discretion, withhold from voting.
Appendix
This appendix summarises the principal terms of the Forterra Long-Term Incentive Plan (the "LTIP"), the Forterra Deferred Annual Bonus Plan
(the "DABP"), the Forterra Share Incentive Plan (the "SIP") and the Forterra Sharesave Plan (the "SAYE") (together, the "Share Plans").
In this summary, "Company" means Forterra plc, "Group Company" means the Company and any subsidiary of the Company, and Shares means ordinary shares in the Company.
The LTIP and the DABP will provide for discretionary share-based incentive awards to selected employees of Group Companies, whereas the SIP and the SAYE will enable the Company to continue to offer "all-employee" share plans to employees of participating Group Companies.
The following paragraphs first describe the unique features of each of the Share Plans and thereafter the common features of the Share Plans.
The LTIPOverview
The general purpose of the LTIP is to provide long-term incentives to executive directors and other senior employees at the discretion of the Remuneration Committee. It is currently intended that, if shareholders approve the new Directors' Remuneration Policy, the LTIP will be operated as a "hybrid" plan under which executive directors will receive a Performance Share Award and a Restricted Share Award (as defined below).
Operation and Eligibility
The Remuneration Committee will supervise the operation of the LTIP. Any employee (including an executive Director) of a Group Company will be eligible to participate in the LTIP at the discretion of the Remuneration Committee.
Form of Awards
The Remuneration Committee may grant awards to acquire Shares as conditional rights to shares or as options. The rules permit the
Remuneration Committee to waive or reduce the option exercise price (if any) on, or at any time prior to, the option being exercised. The Remuneration Committee may also decide to grant cash-based awards of an equivalent value to share-based awards or to satisfy share-based awards in cash, although it does not currently intend to do so. It may also net-settle the vesting or exercise (as applicable) of awards. Awards may be granted with performance conditions ("Performance Share Awards") or without performance conditions ("Restricted Share Awards"). Where awards are granted as Restricted Share Awards,
the number of shares over which the award is granted will be reduced to reflect the increased likelihood of vesting.
Timing of grants
The Remuneration Committee may grant awards within the period of 42 days immediately following the approval of the LTIP by shareholders, the Company's announcement of its results for any period, or the lifting of dealing restrictions which stopped the grant of awards in the relevant period. The Remuneration Committee may also grant awards at any other time when it considers there to be sufficiently exceptional circumstances which justify the granting of awards.
Individual limit
An employee may not receive awards in respect of any financial year
of the Company over Shares having a market value (on grant) in excess of 200% of their annual base salary at the time of grant. In exceptional circumstances or upon the recruitment or retention of a key employee, this limit may be increased to 250% of annual base salary at the discretion of the Remuneration Committee (in each case, or such other limit as is set out in the relevant Company's Directors Remuneration Policy from time to time). In practice, the number of Shares over which Restricted Share Awards will be granted will be reduced to reflect the increased likelihood of vesting. For the purpose of calculating the number of Shares over which an award is granted under the LTIP, the market value of an Ordinary Share shall be based on the market value of Shares on the dealing day immediately preceding the grant of an award (or an average market value calculated by reference to a short averaging period of no more than five consecutive dealing days immediately preceding the grant of an award).
Performance conditions and Underpin
The vesting of the Performance Share Awards granted to executive directors will be subject to performance conditions set by the Remuneration Committee on or prior to grant, which shall normally
be tested over a three-year performance period, and may, in addition, be subject to an underpin (which is currently intended to be based
on ROCE and health and safety performance).
The vesting of Restricted Share Awards granted to executive directors will normally be subject to an underpin (which is currently intended to be the same as the underpin which will apply to their initial grant of Performance Share Awards under the LTIP).
Other participants may receive Performance Share Awards, Restricted Share Awards, or both. The performance conditions applying to any such Performance Share Awards may be set and measured over any period determined by the Remuneration Committee, and may be different to those applying to the executive directors' Performance Share Awards.
The Remuneration Committee may vary or waive and replace the performance conditions applying to existing awards if an event or series of events has occurred and the Remuneration Committee considers that it would be appropriate to amend or waive and replace the performance conditions, provided the Remuneration Committee considers the varied or replacement conditions to be fair and reasonable and not materially less challenging than the original conditions would have been had the event(s) not occurred.
Performance Adjustment
The Remuneration Committee may adjust (including to zero) the extent to which an award vests if it considers that the extent to which the award would otherwise vest is not a fair reflection of the performance of any relevant Group Company or division, the participant's performance and conduct, and/or the wider stakeholder experience.
Vesting of awards Awards granted to executive directors will normally vest on the third anniversary of grant or, if later, when the Remuneration Committee determines the extent to which any performance conditions and/or underpin have been satisfied. Where awards are granted in the form of options, they will then normally be exercisable up until the tenth anniversary of grant, save where the exercise period is extended to allow the exercise of an option by a participant who was prevented by dealing restrictions from exercising in the last 30 days of the normal exercise period. Shorter exercise periods apply in the case of "good leavers" and/ or vesting of awards in connection with corporate events (save in all cases to the extent the option lapses earlier). The date of vesting may
be deferred (and/or the right to exercise an option suspended) where an investigation into whether the malus and clawback provisions may be applied is ongoing.
Leaving employment
As a general rule, an award will normally lapse upon a participant ceasing to be an employee or a director of a Group Company.
If, however, the participant ceases to be an employee or a director of a Group Company because of their death, disability, injury, retirement, redundancy, their employing company or the business for which they work being sold out of the Group or in other circumstances at the discretion of the Remuneration Committee, (the "good leaver reasons") then their award will normally vest on the date when it would have vested as if they had not ceased such employment or office. An award shall vest in these situations to the extent to which the performance conditions and/or underpin (if any) have been satisfied over the original performance period, and the number of Shares which vest pursuant to
the award will be reduced to reflect the proportion of the vesting period that has elapsed ("pro-rating") at the date the participant ceases employment (which the Remuneration Committee may round-up to
the next complete year) relative to the normal vesting period. The Remuneration Committee can decide to reduce or disapply the pro-rating of an award if it regards it as appropriate to do so in the particular circumstances.
Alternatively, if a participant ceases to be an employee or director of a Group Company for one of the good leaver reasons, the Remuneration Committee can decide that their award shall vest on or shortly following the date of cessation, subject to: (i) the extent to which the performance conditions (if any) and/or underpin have been satisfied (determined by the Committee on such reasonable basis as it decides, for example, by reference to the extent to which the conditions would, in the opinion of the Remuneration Committee, have been achieved over the period over which they would usually be assessed); and (ii) pro-rating by reference to the time of cessation as described above.
Corporate events In the event of a takeover or winding up of the Company (not being an internal corporate reorganisation), all awards shall vest early, subject to: (i) the extent that the performance conditions or underpin (if any) have, in the opinion of the Remuneration Committee, been satisfied at that time (determined by the Committee on such reasonable basis as it decides, for example, by reference to the extent to which the conditions would, in the opinion of the Remuneration Committee, have been achieved over the period over which they would usually be assessed); and (ii) the pro-rating of the awards to reflect the period of time between their grant and vesting relative to the normal vesting period (which the Remuneration Committee may round-up to the next complete year). The Remuneration Committee can decide to reduce or disapply the time pro-rating of an award if it regards it as appropriate to do so in the particular circumstances.
In the event of an internal corporate reorganisation, awards will be replaced by equivalent new awards over shares in a new holding company unless the Remuneration Committee decides that awards should vest on the basis which would apply in the case of a takeover.
If a demerger, special dividend or other similar event is proposed which, in the opinion of the Remuneration Committee, would affect the market price of Shares to a material extent, then the Remuneration Committee may decide that awards will vest on the basis which would apply in the case of a takeover as described above. Alternatively, the Remuneration Committee may require holders of Options who wish to exercise their Option(s) to give, in advance of the change of control, a notice exercising their Option(s) with effect from immediately before the change of control, or may permit or require awards to be exchanged for equivalent awards which relate to shares in a different company.
Holding periods
Executive directors will normally (and any other participant may, at the discretion of the Remuneration Committee on or prior to the grant of an Award) be required to retain their net of tax number of vested
Shares (if any) delivered under the LTIP (or the full number of the vested Shares whilst held under an unexercised option) for a period set by the Remuneration Committee (in the case of awards granted to executive directors, normally until the earlier of the second anniversary of the date of vesting or, if earlier, the fifth anniversary of the date the award was granted (the "Holding Period"), such that awards granted to executive directors shall normally have an aggregate vesting period and Holding Period of at least five years from the grant date.
The Holding Period shall end early on or shortly prior to the occurrence of a takeover or winding up of the Company, the death of a participant or upon the occurrence of any other event or date that the Remuneration Committee, acting fairly and reasonably, may in its absolute discretion determine. The Remuneration Committee may also, in its discretion, allow such participants to sell, transfer, assign or dispose of some or all of such Shares before the end of the Holding Period or take up any rights they may have in relation to those Shares, subject to such additional terms and conditions that the Remuneration Committee may specify from time to time. The terms and basis
upon which Shares must be held during the Holding Period shall be determined by the Remuneration Committee, in its discretion.
Dividend equivalents
The Remuneration Committee may decide that participants will receive a payment (in cash and/or Shares) on or shortly following the vesting of their awards of an amount equivalent to the dividends that would have been paid on those Shares between the time when the awards were granted and the time when they vest (or where an award is structured as an option and subject to a holding period, the date of expiry of the holding period or if earlier the exercise of such award). This amount may assume the reinvestment of dividends. Alternatively, participants may have the number of Shares subject to their awards increased as if dividends were paid on the Shares subject to their award and then reinvested in further Shares.
Recovery and withholding (malus and clawback)
The LTIP includes recovery and withholding provisions under which
the Remuneration Committee may, in its discretion, reduce the number of Shares over which an award subsists before it vests (or in the case of an option, is exercised) and/or seek to recover some or all of any overpayment of Shares and/or cash. The recovery and withholding provisions may be operated by the Remuneration Committee between the date of grant and the third anniversary of the vesting date in circumstances including:
where there has been a material misstatement of the Company's results or accounts and/or an error is made in assessing the satisfaction of a performance condition and such material misstatement and/or error resulted (directly or indirectly) in an
award being granted over a larger number of Shares and/or an award vesting to a greater degree than would otherwise have been the case;
the number of Shares over which the Award was granted was based on any other kind of error or on the basis of any information or assumption that the Committee subsequently discovers to have been inaccurate or misleading;
the relevant individual ceases to be a director or employee as a result of fraud or gross misconduct or the Committee has reasonable evidence of behaviour which would have entitled the Participant's employer to summarily dismiss them;
the relevant individual has acted in any manner which in the opinion of the Committee (i) has resulted, or is likely to result, in any Group Company suffering serious reputational damage, and/or (ii) is materially adverse to the interests of any Group Company;
a Group Company or business unit that employs or employed the individual, or for which they were responsible, has suffered a
corporate failure, material financial downturn, material failure of risk management or the occurrence of a serious health and safety event, in each case which is due to the actions or omissions of the Participant;
the Participant was a good leaver by reason of retirement but becomes employed in a paid executive role (other than by a Group Company), or
any other adverse circumstances have arisen which the Committee considers justifies the operation of recovery and withholding provisions.
Participants'rights
Awards of conditional rights to shares and options will not confer any Shareholder rights. Participants will only have such rights from the point at which they have acquired their Shares.
Variation of share capital
In the event of any variation of the Company's share capital or in the event of a demerger, payment of a special dividend or similar event which materially affects the market price of the Shares, the Remuneration Committee may make such adjustment as it considers appropriate to the number of Shares subject to an award and/or the exercise price payable (if any). The Remuneration Committee may also adjust the number of Shares that count towards the Company's share plan dilution limits.
Appendix continued
The DABPOverview
The general purpose of the DABP is to facilitate the deferral of part of the executive directors' annual bonus into awards over Shares at the discretion of the Remuneration Committee. The decision (if any) to require such bonus deferral in any year, and the portion of any bonus which will be deferred, will be determined by the Remuneration Committee.
Operation and Eligibility
The Remuneration Committee will supervise the operation of the DABP.
Any employee (including an executive Director) or former employee of a Group Company who receives a bonus will be eligible to participate in the DABP at the discretion of the Remuneration Committee.
Form of Awards
The Remuneration Committee may grant awards to acquire Shares as conditional rights to shares or as options. The rules permit the
Remuneration Committee to waive or reduce the option exercise price (if any) on, or at any time prior to, the option being exercised. The Remuneration Committee may also decide to grant cash-based awards of an equivalent value to share-based awards or to satisfy share-based awards in cash, although it does not currently intend to do so. It may also net-settle the vesting or exercise (as applicable) of awards.
Timing of grants
The Remuneration Committee may grant awards within the period of 42 days immediately following (i) the approval of the DABP by shareholders; (ii) the Company's announcement of its results for any period; (iii) the date on which bonuses are determined; (iv) the date on which any related cash bonus is paid, or (v) the lifting of dealing
restrictions which stopped the grant of awards in the relevant period. The Remuneration Committee may also grant awards at any other time when it considers there to be sufficiently exceptional circumstances which justify the granting of awards.
Individual limit
An employee may not receive awards in respect of any financial year of the Company over Shares having a market value (on grant) in excess of 100% of the value of the part of the bonus to be deferred by way of an award under the DABP.
For the purpose of calculating the number of Shares over which an award is granted under the DABP, the market value of an Ordinary Share shall be based on the market value of Shares on the dealing day (or an average market value calculated by reference to a short averaging period of no more than five consecutive dealing days) either:
immediately preceding the date of grant of an award; or,
(ii) immediately preceding the date of determination or payment of a bonus; or (iii) immediately following the date of announcement of the first set of results of the Company following the end of the relevant bonus performance period.
Discretionary Adjustment
The Remuneration Committee may reduce (including to zero) the extent to which an award vests if it considers that the full vesting of the award is not a fair reflection of the performance of the Company or any relevant Group Company or division, the Participant's performance and conduct, and/or the wider stakeholder experience.
Vesting of awards
The normal vesting date for awards will be the third anniversary of grant (or such other later or earlier date (or dates) as the Remuneration Committee may specify). Where awards are granted in the form of options, they will then normally be exercisable up until the tenth anniversary of grant, save where the exercise period is extended to allow the exercise of an option by a participant who was prevented by dealing restrictions from exercising in the last 30 days of the normal exercise period. Shorter exercise periods apply in the case of "good leavers" and/ or vesting of awards in connection with corporate events (save in all cases to the extent the option lapses earlier). The date of vesting may
be deferred (and/or the right to exercise an option suspended) where an investigation into whether the malus and clawback provisions may be applied is ongoing.
Leaving employment
As a general rule, awards will lapse upon a participant ceasing to hold employment or ceasing to be a director of a Group Company.
If, however, the participant ceases to be an employee or a director of a Group Company because of their death, injury, disability, retirement, redundancy, their employing company or the business for which they work being sold out of the Group or in other circumstances at the discretion of the Remuneration Committee, then their award will vest in full on the date of cessation or, if the Remuneration Committee determines otherwise, the date it would have vested had they not ceased office or employment.
Corporate events
In the event of a takeover or winding up of the Company (not being an internal corporate reorganisation), all awards will vest early in full. In the event of an internal corporate reorganisation, awards will be replaced by equivalent new awards over shares in a new holding company, unless the Remuneration Committee decides that awards should vest on the basis which would apply in the case of a takeover. If a demerger, special dividend or other similar event is proposed which, in the opinion of the Remuneration Committee, would affect the market price of Shares
to a material extent, then the Remuneration Committee may decide that awards will vest on the basis which would apply in the case of a takeover as described above. Alternatively, the Remuneration
Committee may require holders of options who wish to exercise their option(s) to give, in advance of the change of control, a notice exercising their option(s) with effect from immediately before the change of control, or may permit or require awards to be exchanged for equivalent awards which relate to shares in a different company.
Dividend equivalents
The Remuneration Committee may decide that participants will receive a payment (in cash and/or Shares) on or shortly following the vesting of their awards of an amount equivalent to the dividends that would have been paid on those Shares between the time when the awards were granted and the time when they vest. This amount may assume the reinvestment of dividends. Alternatively, participants may have the number of Shares subject to their awards increased as if dividends were paid on the Shares subject to their award and then reinvested
in further Shares.
Recovery and withholding (malus and clawback)
The DABP includes recovery and withholding provisions under which the Remuneration Committee may, in its discretion, reduce the number of Shares over which an award subsists before it vests (or in the case of an option, is exercised) and/or seek to recover some or all of any overpayment of bonus (whether paid in cash and/or awarded in Shares pursuant to the vesting/exercise of an award). The recovery and withholding provisions may be operated by the Remuneration Committee between the date of grant and the third anniversary of the date of grant (or, if later, the deferred vesting date) in circumstances including:
the Company materially misstated its financial results for the financial year to which the relevant bonus and award relates which resulted (directly or indirectly) in that bonus and/or award having been awarded and/or granted over a higher amount or value and/or number of Shares than would have been the case had that misstatement not been made;
the value or size of the relevant bonus and/or award was based on any other kind of error or on the basis of any information or assumption that the Committee subsequently discovers to have been inaccurate or misleading for any reason and which resulted in the relevant bonus and/or award having been awarded and/or granted over a higher amount or value and/or number of Shares than would otherwise have been the case;
the relevant individual ceases to be a director or employee as a result of fraud or gross misconduct or the Committee has reasonable evidence of behaviour which would have entitled the Participant's employer to summarily dismiss them;
the relevant individual has acted in any manner which in the opinion of the Committee (i) has resulted, or is likely to result, in any
Group Company suffering serious reputational damage, and/or
is materially adverse to the interests of any Group Company;
a Group Company or business unit that employs or employed the individual, or for which they were responsible, has suffered a
corporate failure, material financial downturn, material failure of risk management or the occurrence of a serious health and safety event, in each case which is due to the actions or omissions of the Participant;
the Participant was a good leaver by reason of retirement but becomes employed in a paid executive role (other than by a Group Company), or
any other adverse circumstances have arisen which the Committee considers justifies the operation of recovery and withholding provisions.
Participants' rights
Awards of conditional rights to shares and options will not confer any Shareholder rights. Participants will only have such rights from the point at which they have acquired their Shares.
Variation of share capital
In the event of any variation of the Company's share capital or in the event of a demerger, payment of a special dividend or similar event which materially affects the market price of the Shares, the Remuneration Committee may make such adjustment as it considers appropriate to the number of Shares subject to an award and/or the exercise price payable (if any). The Remuneration Committee may also adjust the number of Shares that count towards the Company's share plan dilution limits.
The SIPOperation
The Board will supervise the operation of the SIP. It is intended that the SIP will meet the requirements of Schedule 2 to the Income Tax
(Earnings and Pensions) Act 2003 ("ITEPA") as amended and re-enacted from time to time in order to provide UK tax-advantaged participation
to UK employees.
The SIP comprises the following three elements and the Board may decide which element (or combination of elements) to offer (if any) to eligible employees of the Group:
"Free Shares" which are free Shares which may be allocated to an employee. The market value of Free Shares allocated to any
employee in any tax year may not exceed £3,600 or such other limit as may be permitted by the relevant legislation from time to time.
Free Shares may be allocated to employees equally or on the basis of salary, length of service or hours worked, or on the basis of performance, as permitted by legislation.
"Partnership Shares" which are Shares an employee may purchase out of their pre-tax earnings. The maximum amount of money that an employee can apply towards the purchase of Partnership Shares in any tax year may not exceed £1,800 (or 10% of the employee's salary, if lower), or such other limit as may be permitted by the relevant legislation from time to time. The funds used to purchase Partnership Shares will be deducted from the employee's pre-tax salary. Salary deductions may be accumulated over a period of
up to 12 months and then used to buy Shares by reference to the market value of a share either at the beginning or end of the accumulation period.
"Matching Shares" which are free Shares which may be allocated to an employee of the Group who purchases Partnership Shares.
The Board may allocate up to a maximum of two Matching Shares for every one Partnership Share purchased (or such other maximum ratio as may be permitted by the relevant legislation from time to time). The same Matching Share ratio will apply to all employees who purchase Partnership Shares under the SIP on the same occasion.
Eligibility
Employees of the Company and any designated participating subsidiary who are UK resident taxpayers are eligible to participate. The Board may allow non-UK tax resident taxpayers to participate. The Board may require employees to have completed a qualifying period of employment of up to 18 months in order to be eligible to participate. All eligible employees must be invited to participate.
Retention of Shares
The trustee of the SIP trust will acquire Partnership Shares on behalf of participants and hold those Shares in the SIP trust on their behalf. Employees can withdraw Partnership Shares from the SIP trust at any time.
The trustee will award Free Shares and Matching Shares to participants and hold those Shares in the SIP trust on their behalf. The Board may decide that awards of Free Shares or Matching Shares will be forfeited in certain circumstances. The default position is that such Shares will be forfeited if, within three years of the award date, the participant ceases to be in relevant employment unless the participant leaves by reason
of death, injury, disability, redundancy, retirement or the employing company or business ceasing to be part of the Company's group.
In addition, the default position includes that Free Shares and Matching Shares will be forfeited if the participant attempts to withdraw such Shares or (in the case of Matching Shares only) the corresponding Partnership Shares as relevant from the SIP trust within the first three years. The Board may amend or remove the forfeiture provisions applying to a particular award but the same provisions must apply to all Shares under the same award.
If a participant ceases to be employed by any Group Company at any time they will be required to withdraw their Shares from the SIP trust (if they are not forfeited).
Corporate events
In the event of a general offer being made to the Shareholders, participants will be able to direct the trustees how to act in relation to their Shares. In the event of a corporate reorganisation, any Ordinary Share held by participants may be replaced by equivalent shares in
a new holding company.
Dividends on Shares held by the trustee of the SIP
Any dividends paid on Shares held by the trustee of the SIP on behalf of participants may be either used to acquire additional Shares for employees or distributed to participants.
Rights attaching to Shares
An employee will be the beneficial owner of Shares held on their behalf by the trustee of the SIP.
Variation of capital
In the case of a variation of share capital of the Company, Shares held in the SIP will be treated in the same way as other Shares. In the event of a rights issue, participants will be able to direct the trustees of the SIP
how to act on their behalf. In the event of any variation of the Company's share capital or in the event of a demerger, payment of a special dividend or similar event which materially affects the market price of the Shares, the Remuneration Committee may also adjust the number of Shares that count towards the Company's share plan dilution limits.
The SAYEOperation
The operation of the SAYE will be supervised by the Board. It is intended that the SAYE will meet the requirements of Schedule 3 to the ITEPA as amended and re-enacted from time to time in order to provide UK tax-advantaged options to UK employees.
Eligibility
Employees and full-time directors of the Company and any designated participating subsidiary who are UK resident taxpayers are eligible to participate. The Board may require employees to have completed a qualifying period of employment of up to five years before the grant of options. The Board may also allow other employees to participate.
Appendix continued
Grant of options
Options can only be granted to employees who agree to enter into linked savings contracts, under which monthly savings are normally made over a period of three or five years. The number of Shares over which employees have applied for Options (and the amount of their permitted monthly savings) may be scaled back in accordance with the rules of the SAYE. Options must be granted within 30 days (or 42 days if applications are scaled back) of the first day by reference to which the option price is set. The number of Shares over which an option is granted will be such that the total option price payable for those Shares
corresponds to the proceeds on maturity of the related savings contract.
Individual participation
Monthly savings by an employee under all savings contracts linked to options granted under any sharesave scheme may not exceed the statutory maximum from time to time (currently £500). The Board may set a lower limit in relation to any particular grant.
Option price
The price per share payable upon the exercise of an option will not be less than the higher of: (i) 80% of the average closing middle-market quotation of an Ordinary Share as derived from the London Stock Exchange's Daily Official List over the three dealing days immediately preceding a date specified in an invitation to participate in the SAYE
(or such other day or days as may be agreed with HMRC); and (ii) if the option relates to issues of new Shares, the nominal value of such share.
Exercise of options
Options will normally be exercisable for a six-month period from the third or fifth anniversary of the commencement of the related savings contracts. Earlier exercise is permitted, however, in the following circumstances:
following cessation of employment by reason of death, injury, disability, redundancy, retirement or the business or company that the employee works for ceasing to be part of the Company's group;
where employment ceases more than three years from grant for any reason other than dismissal for misconduct; and
in the event of a takeover, amalgamation, reconstruction or winding-up of the Company, except in the case of an internal corporate
re-organisation when the Board may decide to exchange existing options for equivalent new options over Shares in a new holding company.
Except where stated above or as otherwise permitted by legislation, options will lapse on cessation of employment or directorship of a Group Company prior to the third anniversary of grant. If a participant ceases to be a director or employee of the Group three or more years after the date of grant they may exercise their option (early in the case of five-year options) unless they ceased by reason of misconduct in which case their option shall lapse. In the case of death, personal representatives may normally exercise at any time within twelve months of the date of death.
Shares will be allotted or transferred to participants within 30 days of exercise.
Participant's rights
Options will not confer any Shareholder rights until the options have been exercised and the participants have received their Shares.
Variation of capital
If there is a variation in the Company's share capital, the Board may make such adjustment as it considers appropriate to the number of Shares under option and/or the option price, provided that the total market value of the Shares over which the Option subsists and aggregate exercise price must be substantially the same before and after the variation in capital. In the event of any variation of the Company's share capital or in the event of a demerger, payment of a special dividend or similar event which materially affects the market price of the shares, the Remuneration Committee may also adjust the number of shares that count towards the Company's share plan dilution limits.
Principal terms common to the Share PlansLife of Plans
An award or option may not be granted more than ten years after the date on which the Share Plans were approved by the Company's shareholders. No payment is required for the grant of an award save in the case of the purchase of Partnership Shares under the SIP. Awards are not transferable, except on death. Awards are not pensionable.
Rights attaching to Shares
Any Ordinary Share allotted will rank equally with Shares then in issue (except for rights arising by reference to a record date prior to their allotment).
Overall limits
The Share Plans may operate over new issue Shares, treasury shares or Shares purchased in the market. In any ten year period, the Company may not issue (or grant rights to issue) more than 10% of the issued ordinary share capital of the Company under the Share Plans and any other share incentive plan (executive or otherwise) adopted by the Company. This limit does not include Shares (i) subject to an award which lapsed or otherwise became incapable of vesting or exercise, or
(ii) which may be acquired pursuant to awards which the Remuneration Committee decides are to be satisfied otherwise than by Shares being issued (or are granted on such terms). Treasury Shares will be treated as newly issued for the purpose of these limits until such time as guidelines published by institutional investor representative bodies determine otherwise.
The number of Shares that have been issued and which count towards the 10% in ten year limit described above may be notionally adjusted by the Remuneration Committee or the Board (as the case may be) to take account of any variation to the Company's share capital or in the event of a demerger, payment of a special dividend or similar event which materially affects the market price of the Shares provided that such adjustments are made on a fair, reasonable and consistent basis.
Alterations
The Remuneration Committee (or the Board in respect of the SIP and the Sharesave) may, at any time, amend the Share Plans in any respect, provided that the prior approval of the Shareholders is obtained for
any amendments that are to the material advantage of participants in respect of the rules governing eligibility, limits on participation, the overall limits on the issue of Shares or the transfer of treasury shares, the basis for determining a participant's entitlement to, and the terms of, the Shares or cash to be acquired and the adjustment of awards.
The requirement to obtain the prior approval of Shareholders will not, however, apply to any minor alteration made to benefit the administration of the Share Plans, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for any company in the Group. Shareholder approval will also not be required for any amendments to any performance condition or underpin applying to an award amended in line with its terms.
Save as regards the SIP, materially adverse amendments to a participant's existing rights may only be made (i) with their prior consent;
(ii) with the consent of a majority in number of participants who hold Awards that would be affected, or (iii) to enable any Group Company to comply with any relevant legal or regulatory requirement.
Overseas plans
The Share Plans allow the Remuneration Committee or Board, as relevant, to establish further plans or schedules to the Share Plans for overseas territories, any such plan or schedule to be similar to the relevant Share Plan, but modified to take account of local tax, exchange control or securities laws, provided that any Ordinary Share made available under such further plans or schedules are treated as counting against the limits on individual and overall participation in the relevant Share Plan.
Documents available for InspectionThe rules of the Share Plans will be available for inspection at the place of the Meeting for at least 15 minutes before and during the Meeting and on the national storage mechanism from the date of this circular.