Annual and Deferred Bonus Plan 2025 Rules

IBSTOCK PLC

IBSTOCK 2025 ANNUAL AND DEFERRED BONUS PLAN

Approved by shareholders of the Company: [ ] 2025

Adopted by the board of the Company: [ ] 2025

1. DEFINITIONS In these rules:

"Acquiring Company" has the meaning given in Rule 11.3.1;

"Admission" means the admission of the Shares to trading on the main market for listed securities of the London Stock Exchange becoming effective;

"Award" means a Conditional Award, an Option or a Forfeitable Award; "Award Certificate" has the meaning given in Rule 4.4.1;

"Award Date" means the date which the Committee specifies for the grant of an Award;

"Bonus" means value which may be provided to the Eligible Employee in the form of a Cash Bonus and an Award if the performance targets and other conditions applicable to it are satisfied;

"Bonus Award" means a conditional right of a Participant to receive a Bonus;

"Business Day" means a day on which the London Stock Exchange (or, if relevant and if the Committee determines, any other stock exchange nominated by the Committee on which the Shares are traded) is open for the transaction of business;

"Cash Bonus" means a cash payment made in respect of a Bonus Award;

"Committee" means, subject to Rule 11.4, the remuneration committee of the board of directors of the Company, or any committee or person duly authorised by it;

"Company" means Ibstock plc incorporated in England and Wales with registered number 09760850;

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

"Control" means, in relation to a body corporate, the power of a person to secure by means of the holding of shares or the possession of voting power in or in relation to that or any other body corporate, or as a result of any powers conferred by the articles of association, or other document regulating that or any other body corporate, that the affairs of the first mentioned body corporate are conducted in accordance with the wishes of that person;

"Data Protection Laws" has the meaning given in Rule 14.7.1;

"Dealing Restrictions" means any restrictions relating to dealing in Shares imposed by law, order, regulation, Government directive or any dealing code adopted by the Company;

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

"Dividend Equivalent" has the meaning given in Rule 7.5;

"Eligible Employee" means an individual who is a current employee (including an executive director) of a Group Member as at (a) the date the Bonus Award is made or (b) the Award Date, as applicable;

"Exercise Date" has the meaning given in Rule 7.2.2;

"Exercise Period" means, in relation to an Option, the period beginning on the Expected Release Date or, if there is no Holding Period, on the Expected Vesting Date and, in each case, ending on the tenth anniversary of the Award Date (unless the Committee determines a shorter period under Rule 4.7.10);

"Exercise Price" means, in relation to an Option, such amount as the Committee may determine on the Award Date, subject to any adjustment in accordance with Rule 10, that a Participant must pay to exercise that Option;

"Expected Vesting Date" means the date specified under Rule 4.7.5 on which the Award will normally Vest in accordance with the Plan rules;

"Expected Release Date" means the date specified under Rule 4.7.6 on which the Award will normally be Released in accordance with the Plan rules;

"Expiry Date" means [•] 2035, being the tenth anniversary of the date the Plan is approved by the Company's shareholders;

"Financial Year" means a financial year of the Company;

"Forfeitable Award" means an award of Shares under which the beneficial interest in the Shares is held by the Participant subject to the risk of forfeiture in accordance with the Plan rules;

"Forfeitable Share Agreement" means an agreement entered into between a Participant and the Company, which sets out the terms on which the Shares subject to a Forfeitable Award will be held;

"Group Member" means:

1. the Company; and
2. its Subsidiaries from time to time; and
3. any other company which is associated with the Company and is so designated by the Committee,

and "Group" will be construed accordingly;

"Holding Period" means a period beginning on the Expected Vesting Date and ending on the Expected Release Date as determined by the Committee in accordance with Rule 4.7.6;

"ITEPA" means the Income Tax (Earnings and Pensions) Act 2003, as amended from time to time;

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

"Market Value" means, in relation to a Share on any date: (i) for the purposes of Rule 7.6 in circumstances where Rule 11 applies, the offer price per Share offered to the Company's shareholders in connection with the relevant corporate event (subject to such adjustments as the Committee may determine); (ii) the closing middle-market quotation (taken from the Daily Official List of the London Stock Exchange) of a Share on the Business Day before the relevant

date; or (iii) if the Committee so determines, such middle-market quotation for any other Business Day (or the average of such middle-market quotations for any Business Days) occurring before the relevant date, as the Committee may determine, provided that, where either (ii) or (iii) applies, such Business Days do not fall within any period when Dealing Restrictions apply to the Participant in respect of the Award or the Shares subject to the Award;

"Option" means a right granted under the Plan to acquire Shares for the Exercise Price;

"Original Entitlements Forfeited" means, in relation to a Recruitment Award, any awards or entitlements forfeited by an Eligible Employee as a result of the Eligible Employee leaving the Eligible Employee's former employer;

"Participant" means (a) for the purposes of Part A of the Plan, an Eligible Employee who has been selected to participate in the Plan and to whom a Bonus Award has been granted and (b) for the purposes of Part B of the Plan, a person holding an Award or that person's personal representatives (or, in relation to Rule 8, a person who has held an Award or that person's personal representatives);

"Plan" means the plan constituted by these Rules known as the "Ibstock 2025 Annual and Deferred Bonus Plan", as amended from time to time;

"Pro-Rating Period" means:

1. subject to (b) below, the Vesting Period; and
2. in relation to an Award which is a Recruitment Award, the period over which the Original Entitlements Forfeited would have been time pro-rated in accordance with their terms (had they not lapsed) or such other period as the Committee may determine on or before the Award Date;

"Recovery Period" has the meaning given in Rule 8.1;

"Recruitment Award" means an Award granted in connection with an Eligible Employee's recruitment to the Company or one of its Subsidiaries to compensate the Eligible Employee for any Original Entitlements Forfeited;

"Release" means, in relation to an Award that is subject to a Holding Period:

1. in respect of a Conditional Award, the Participant becoming entitled to receive the Shares subject to that Conditional Award;
2. in respect of an Option, the Participant becoming entitled to exercise that Option; or
3. in respect of a Forfeitable Award, the Participant's Shares ceasing to be subject to the terms of the Forfeitable Share Agreement,

in each case to the extent that the Award has Vested, and "Released" will be construed accordingly;

"Release Date" means the date on which an Award is Released;

"Relevant Employee Share Plan" means an employee share plan operated by a Group Member, other than an employee share plan which has been registered with HM Revenue & Customs for the purposes of one of Schedules 2 to 5 to ITEPA;

"Retained Portion" means the percentage of the Shares subject to an Award to be retained following Vesting and specified under Rule 4.7.6 and, unless the Committee determines otherwise on or before the grant of an Award, the Retained Portion will be 100 per cent or, where any tax or social security contributions arise on the Vesting or exercise of an Award, the Shares remaining (or that would have remained) after the sale of sufficient Shares to meet such tax or social security contributions;

"Shares" means fully paid ordinary shares in the capital of the Company;

"Subsidiary" means a company which is a subsidiary of the Company within the meaning of section 1159 of the Companies Act 2006;

"Summary Dismissal" means, in relation to a Participant, the cessation of the Participant's employment with a Group Member in circumstances where that Group Member is entitled to terminate the Participant's employment contract summarily without payment;

"Treasury Shares" means Shares which are governed by Chapter 6 of Part 18 of the Companies Act 2006;

"Vest" means:

1. in respect of a Conditional Award, the Participant becoming entitled, subject to the Plan Rules and the expiry of any Holding Period (if applicable), to receive the Shares subject to that Conditional Award;
2. in respect of an Option, the Participant becoming entitled, subject to the Plan Rules and the expiry of any Holding Period (if applicable), to exercise that Option during the Exercise Period; or
3. in respect of a Forfeitable Award, the Participant's Shares ceasing, subject to the Plan Rules and the expiry of any Holding Period (if applicable), to be subject to the terms of the Forfeitable Share Agreement;

and "Vesting", "Vested" and "Unvested" will be construed accordingly;

"Vesting Date" means the date on which an Award Vests; and

"Vesting Period" means the period beginning on the Award Date and ending on the day before the Expected Vesting Date.

References in these Rules to any statutory provision are to that provision as amended or re- enacted from time to time (and any regulations made under it), and, unless the context otherwise requires, words in the singular will include the plural and vice versa. The wording "to the extent that" means "if, but only to the extent that".

PART A

2. GRANT OF BONUS AWARDS

2.1 Determination of participation

Subject to the Rules, whether the Plan shall be operated for any particular Financial Year, the identity of any Participant and the terms of their participation shall be determined by the Committee in its absolute discretion.

1. Annual limit
   The maximum Bonus awarded to a Participant in respect of any Financial Year must not exceed any limit set by the Directors' Remuneration Policy from time to time.
2. Method of satisfying Bonus Award
3. 1. At or after the date on which the Bonus Award is granted, but in any event before the amount of the Participant's Bonus Award has been determined, the Committee shall, in its absolute discretion, determine the percentage of a Participant's Bonus Award to be delivered as a Cash Bonus and in the form of an Award.
   2. After the end of the Financial Year to which a Bonus Award relates, the Committee will determine the number of Shares over which the Award shall be granted.
   3. The maximum number of Shares subject to a Participant's Award shall be calculated by dividing the amount of their Bonus to be deferred and granted as an Award by the average Market Value of a Share.
4. Procedure for granting and notifying Participants of Bonus Awards
   Bonus Awards must be granted by deed, in such form as the Committee determines and the Committee shall notify each Participant by the issue of a Bonus Award certificate setting out details of their Bonus Award pursuant to Rule 2.5 as soon as practicable after the Bonus Award is made.
5. Contents of Bonus Award certificate
   A Bonus Award certificate shall be in the form set by the Committee from time to time and shall state:
6. 1. the date on which the Bonus Award was made;
   2. the maximum potential Bonus (or how such amount will be calculated) expressed as a percentage of the Participant's basic salary;
   3. how the Bonus will be calculated;
   4. the Financial Year to which it relates;
   5. whether malus and/or clawback as set out in Rule 8 of Part B shall apply to the Bonus Award and any Cash Bonus and/or Award delivered under such Bonus Award (with references to "Award" in Rule 8 of Part B being read as Bonus Award or Cash Bonus, as applicable); and
   6. state or have attached to it in the form of a schedule, the performance targets and any further conditions applicable to the Bonus Award.
7. Performance targets and conditions
8. 1. The Bonus Award will be subject to the satisfaction of performance targets for the relevant Financial Year and any other conditions set by the Committee.
   2. The Committee may amend a performance target either:

1. in accordance with its terms; or
2. if anything happens which causes the Committee to consider it appropriate,

provided that the Committee considers that any amended performance target will not be materially less or more challenging to satisfy than the original condition would have been but for the relevant circumstances occurring.

3. TESTING OF PERFORMANCE TARGETS AND CALCULATION OF BONUS

1. Testing of performance targets
   As soon as practicable following the end of the Financial Year in respect of which the Bonus Award has been granted, the Committee shall determine the extent to which the performance targets and any further condition imposed under Rule 2.6, in their original form or as substituted or varied from time to time, have been satisfied and the Committee shall determine the Bonus in respect of the relevant Bonus Award.
2. Payment of Cash Bonus
   When the Committee makes its determinations under Rule 3, it shall also determine the amount of any Cash Bonus payable in respect of the Bonus Award. Payment of any Cash Bonus shall be made as soon as practicable after the Board has made its determinations under Rule 3.
3. Leaving the Group
   Subject to Rule 3.4, a Bonus shall be delivered only while the Participant is an employee of the Group and is not under notice (whether given or received) and if a Participant ceases to be an employee of the Group or is under notice (whether given or received), any Bonus Award made to them shall lapse on the date the Participant leaves or gives/receives notice.
4. Leaving the Group during Financial Year
   Notwithstanding Rule Error! Reference source not found., if a Participant ceases to be an employee of the Group during the relevant Financial Year to which the Bonus Award applies by reason of:
5. 1. death;
   2. injury, ill-health or disability, in each case evidenced to the satisfaction of the Committee;
   3. the Participant's employing company ceasing to be under the Control of the Company;
   4. a transfer of the undertaking, or the part of the undertaking, in which the Participant works to a person which is neither under the Control of the Company nor a Group Member;
   5. redundancy within the meaning of the Employment Rights Act 1996 (or any applicable equivalent overseas legislation) evidenced to the satisfaction of the Committee;
   6. retirement with the consent of the Committee; or

3.4.7 any other reason, at the discretion of the Committee,

the Committee may, at its absolute discretion, determine that the Bonus Award will continue with the performance targets for the relevant Financial Year and any other condition imposed under Rule 2.6 considered at the time the Bonus is determined under Rule 3. Any Bonus payable in respect of the Bonus Award shall be delivered in the same way and at the same time as if the Participant had not so ceased.

Unless the Committee determines otherwise, the Bonus will be reduced pro rata to reflect the number of whole months from the beginning of the relevant Financial Year to which the Bonus Award relates until the date of cessation of employment as a proportion of the relevant Financial Year.

1. Leaving the Group after the Financial Year
   Notwithstanding Rule 3.3, if a Participant ceases to be an employee of the Group or is under notice (given or received) (apart from gross misconduct) after the relevant Financial Year to which the Bonus Award applies but before the time at which the Cash Bonus relating to that Bonus Award would otherwise have been paid, the Committee may at its absolute discretion determine that the Participant shall remain eligible for the delivery of a Bonus of such amount as it determines at its absolute discretion based on its assessment of the extent to which the performance targets for the relevant Financial Year and any other condition imposed under Rule 2.6 has been met. Any Bonus payable in respect of the Bonus Award shall be delivered in the same way and at the same time as if the Participant had not so ceased or been under notice.
2. Meaning of "ceasing to be an employee of the Group"
3. 1. For the purposes of this Rule 3.6, a Participant will not be treated as ceasing to be an employee of the Group until the earlier of (a) the Participant ceasing to be an employee of any Group Member and does not recommence employment with a Group Member within 7 days and (b) unless the Committee determines otherwise, the date that the Participant gives or receives notice of termination of employment.
   2. If a Participant ceases to be an employee of the Group but remains a director of a Group Member, the Committee may determine that, for the purposes of this Rule 9.4, that Participant continues to be an employee of the Group until that Participant also ceases to be a director of that Group Member.
4. Takeovers and corporate events
5. 1. If one of the events specified in Rule 9.1 or 9.2 of Part B of the Plan occurs, any outstanding Bonus Awards shall be determined by the Committee on or as soon as practicable after the event as set out below.
   2. The amount of the Bonus shall be determined by the Committee in its absolute discretion taking into account such factors as the Committee may consider relevant including, but not limited to, the performance targets for the relevant Financial Year and any other condition imposed under Rule 2.6.
   3. Unless the Committee in its absolute discretion decides otherwise, the Bonus will be reduced pro rata to reflect the number of whole months from the beginning of the

relevant Financial Year to which the Bonus Award relates until the event as a proportion of the relevant Financial Year.

3.7.4 Any Bonus determined under this Rule 3.6 shall be paid in the form of a Cash Bonus as soon as practicable following the Committee's determination.

3.8 Tax and social security

Where, in relation to any payment under Part A of this Plan, any Group Member or former Group Member is liable, or is in accordance with current practice believed by the Committee to be liable, to account to any revenue or other authority (whether in the UK or overseas) for any sum in respect of any tax or social security liability of the Participant, their employer (or former employer as the case may be) may deduct, or procure the deduction of, such amount from the value of the payment before paying, or procuring the payment of, the net amount to the Participant.

PART B

4. GRANT OF AWARDS

1. Eligibility
   The Committee may, subject to any Dealing Restrictions, grant an Award to any Eligible Employee.
2. Timing of Award
   Awards may not be granted at any time after the Expiry Date but may be granted at any time before then at a time when, in relation to an Eligible Employee who is not an executive director of the Company, no Dealing Restrictions exits and, for any executive director of the Company:
3. 1. within 42 days beginning on:
   2. 1. the date on which the Plan or an amendment to it is approved by the Company's shareholders;
      2. the Business Day after the day on which the Company's results are announced for any period;
      3. the day on which the Directors' Remuneration Policy (or any amendment to it) is approved by the Company's shareholders; or
   3. on any other day on which the Committee resolves that exceptional circumstances exist which justify the grant of an Award.
4. Other conditions
5. 1. The Committee may impose other conditions additional to the Plan Rules on the Vesting and/or Release of an Award, provided that they are specified at the Award Date.
   2. The Committee may waive or amend any such condition.