Sharesave 2025 Plan Rules

IBSTOCK PLC

IBSTOCK 2025 SHARESAVE PLAN

Approved by shareholders of the Company on [ ] 2025

Adopted by the board of the Company on [ ] 2025

1. INVITATIONS

1. Announcement of intention to operate the Plan
   The Board may, in its absolute discretion, from time to time, announce its intention to issue invitations to Eligible Employees in accordance with this Rule 1.1 to apply for the grant of Options.
2. Time when invitations may be made
   Invitations may be made at any time when there is no Dealing Restriction in place for Eligible Employees who are not executive directors of the Company, and for executive directors of the Company only during the 42 days beginning on:
3. 1. the day after the announcement of the Company's results, including a preliminary announcement, for any period through a Regulatory Information Service;
   2. the day on which the Plan or an amendment to it is approved by the Company's shareholders; or
   3. any day on which the Board determines that circumstances are sufficiently exceptional to justify the making of the invitation at that time.

Invitations may not be made when prevented by any Dealing Restrictions or after the 10th anniversary of approval of the Plan.

1. Individuals who must be invited
   If the Board announces its intention to issue invitations, it shall issue an invitation to every individual who is, or will on the Grant Date be, an Eligible Employee.
2. Board determinations
   On or before the date on which invitations are issued, the Board may determine:
3. 1. the maximum permitted aggregate monthly savings contribution under the Savings Contract which must not be more than the maximum under paragraph 25(3)(a) of Schedule 3, as the Board may determine including, if the Board so decides any contributions which were being made under a Savings Contract but which have been cancelled by the Eligible Employee; and/or
   2. that the maximum rate of savings contribution determined in accordance with the above shall be limited by reference to the period of service or salary of the Eligible Employee; and/or
   3. that repayment under a Savings Contract includes or does not include the bonus payable under a three year or five year Savings Contract to be entered into by the Eligible Employee; and/or
   4. a limit on the number of Plan Shares (subject to Rule 3) over which Options may be granted.

1. Content of invitations
   Each invitation shall be on similar terms within the meaning of paragraph 7 of Schedule 3, shall be in the form determined by the Board and shall state:
2. 1. the form of application to be used;
   2. the date, being not less than 14 nor more than 21 days after the date of issue of the invitation, by which the recipient of the invitation must submit an application;
   3. the Minimum Monthly Savings Amount under the Savings Contract;
   4. the Option Price or the method by which the Option Price will be determined and notified to Eligible Employees;
   5. the maximum permitted aggregate monthly savings contribution under the Savings Contract which must not be more than the maximum under paragraph 25(3)(a) of Schedule 3, as the Board may determine including, if the Board so decides any contributions which were being made under a Savings Contract but which have been cancelled by the Eligible Employee;
   6. whether a three year or a five year Savings Contract may be chosen;
   7. whether any bonus, or interest under the Savings Contract may be used to acquire Plans Share on the exercise of an Option;
   8. the maximum total number of Plan Shares, if any, set by the Board (within the limits in Rule 3) over which Options will be granted in relation to that invitation; and
   9. whether the Plan Shares are subject to a Restriction and, if so, details of the Restriction.
3. Contents of application form
   An application form shall be the form determined by the Board and shall require an Eligible Employee to state:
4. 1. the monthly savings contribution which they wish to make;
   2. that their proposed monthly savings contribution, when added to any monthly savings contributions then being made (or if relevant have been made) by them under any other Savings Contract will not exceed the maximum permitted aggregate monthly savings contribution specified in the invitation;
   3. where appropriate, whether they wish to enter into a three or five year Savings Contract; and
   4. where appropriate, whether, for the purpose of determining the number of Plan Shares over which the Option referred to in the Invitation is to be granted, they wish the repayment under the Savings Contract linked to the Option to be taken as including a bonus or no bonus and shall authorise the Board to enter on the application form, on behalf of the Eligible Employee, such monthly savings

contribution, not exceeding the maximum stated on the application form, as the Board determines under Rule 2.6.

1.7 Number of Plan Shares applied for

An application shall be deemed to be for the grant of an Option over the maximum whole number of Plan Shares which may be acquired at the Option Price out of the expected repayment (including any bonus or interest where permitted under Rule 2.6 and requested by the Eligible Employee pursuant to Rule 1.6) under the Savings Contract linked to the Option at the applicable Bonus Date.

2. GRANT OF OPTIONS

1. Options granted by the Board
   Subject to Rules 2.7, 2.8, 2.9 and 13.3, the Board may from time to time grant Options to Eligible Employees.
2. Persons to whom Options must be granted
   The Board shall grant the Option referred to in each invitation in respect of which the Board has received a valid application and, where paragraph (d) of Rule 2.6 applies, which has been selected by lot.
3. Procedure for grant of Options and Grant Date
   The Board shall grant an Option by passing a resolution. The Grant Date shall be the date on which the Board passes the resolution or such later date as is specified in the resolution and allowed by Rule 2.7. An Option Certificate providing details of the grant shall be issued to each Eligible Employee who has been granted an Option as soon as reasonably practicable following the grant of the Option.
4. Contents of Option Certificate
   An Option Certificate shall be in the form determined by the Board and shall state:
5. 1. the Grant Date;
   2. the number of Plan Shares subject to the Option;
   3. whether the Plan Shares are subject to a Restriction and, if so, details of the Restriction;
   4. the Option Price; and
   5. the Bonus Date, being the date on which the Option will ordinarily become exercisable.
6. Number of Plan Shares over which Options granted
   An Option shall be granted over the number of Plan Shares for which the Eligible Employee is deemed under Rule 1.7 or Rule 2.6, as appropriate, to have applied.

2.6 Scaling down of applications

If the Board receives applications for the grant of Options over a number of Plan Shares in excess of the limit in Rule 3 or any other limit described in the invitation as set out in Rule 1.4, it shall, to the extent necessary to eliminate the excess, take the following steps in the following order or such other steps as it may decide in a fair and reasonable manner:

1. for the purpose of determining the number of Plan Shares over which the Option referred to in an invitation is to be granted, it shall take the repayment under the Savings Contract linked to the Option as including no bonus instead of the applicable bonus;
2. each application for a five year Savings Contract shall be deemed to be an application for a three year Savings Contract;
3. by reducing pro rata the excess over the minimum savings amount specified from time to time by HMRC in its Save-As-You-Earn prospectus, or such greater amount as the Company may determine, of the monthly savings contribution selected by each Eligible Employee;
4. by selecting applications by lot and each application shall be deemed to be for a monthly savings contribution of the minimum savings amount specified from time to time by HMRC in its Save-As-You- Earn prospectus under the Savings Contract linked to the Option taken as including no bonus.

Each application shall be deemed to have been withdrawn or amended accordingly.

For the purpose of applying this Rule 2.6, if an Eligible Employee has made multiple applications, the applications shall be treated as a single application and the monthly savings contributions applied for in the applications shall be aggregated.

1. When Options may be granted
   An Option may be granted only during the period of 30 days (or 42 days if applications are scaled down under Rule 2.6) beginning on the first day by reference to which the Option Price was calculated.
2. When Options may not be granted
   Options may not be granted when prevented by any Dealing Restrictions or after the 10th anniversary of approval of the Plan.
3. Who can be granted Options
   The Board may not grant an Option to an individual who is not an Eligible Employee on the Grant Date.
4. Options non-transferable
   An Option shall be personal to the Eligible Employee to whom it is granted and, except in the case of the death of an Option Holder, shall not be capable of being transferred, charged or otherwise alienated and shall lapse immediately if the Option Holder purports to transfer, charge or otherwise alienate the Option.

3. PLAN LIMIT

1. 10 per cent in 10 years
   An Option may not be granted if the result of granting the Option would be that the aggregate number of Plan Shares issued or committed to be issued in the preceding 10 year period under Options under the Plan or options or awards granted under any other Employees' Share Scheme operated by the Group would exceed 10 per cent of the Company's issued ordinary share capital at that time.
2. Calculation
   For the purpose of the limit contained in this Rule 3:
3. 1. for as long as required by The Investment Association guidelines treasury shares shall be included in the limit as if they were new issue shares;
   2. there shall be disregarded any Plan Shares where the right to acquire the Plan Shares has lapsed or been renounced;
   3. there shall be disregarded any Plan Shares which the Trustees have purchased, or determined that they will purchase, in order to satisfy an Option or the exercise of an option or the vesting of other rights of an employee under any other Employees' Share Scheme operated by the Group;
   4. any Plan Shares issued in relation to an Option, or on the exercise of an option or the vesting of other rights of an employee under any other Employees' Share Scheme operated by the Group, shall be taken into account once only (when the Option is granted or the option is granted or the right awarded) and shall not fall out of account when the award vests, the option is exercised or other rights vest; and
   5. no account shall be taken of partnership shares acquired by participants from their salary or of dividend shares acquired from cash dividends pursuant to a share incentive plan operated by the Group under the provisions of Schedule 2 to ITEPA 2003 or any other Employees' Share Scheme operated by the Group which the Board in its absolute discretion considers is broadly equivalent to such a share incentive plan.

4. OPTION PRICE

The Option Price shall be determined by the Board and may be any price but shall not be less than 80 per cent. (or such other percentage as may be permitted by Schedule 3) of the Market Value of a Plan Share at the date of the invitation issued under Rule 1. For these purposes, if Plan Shares are subject to a Restriction, their Market Value is to be determined as if they were not subject to a Restriction.

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

5. EXERCISE OF OPTIONS

1. Earliest date for exercise of Options
   Subject to Rules 6 and 7, an Option may not be exercised before the Bonus Date.
2. Latest date for exercise of Options
   Subject to Rule 6.1, an Option may not be exercised more than 6 months after the Bonus Date and if not exercised by that date shall lapse.
3. Effect of cessation of Relevant Employment
   Subject to Rule 6, an Option may be exercised only while the Option Holder is in Relevant Employment and if an Option Holder ceases to be in Relevant Employment, any Option granted to them shall lapse on cessation. This Rule 5.3 shall apply where the Option Holder ceases to be in Relevant Employment in any circumstances (including, in particular, but not by way of limitation, where the Option Holder is dismissed unfairly, wrongfully, in breach of contract or otherwise).
4. Number of Plan Shares acquired on exercise of Options
   The number of Plan Shares which may be acquired on the exercise of an Option shall be limited to the maximum whole number which may be acquired at the Option Price out of the repayment (including any interest or bonus that has been taken into account in determining the number of Plan Shares over which the Option was granted) received by the Option Holder under the Savings Contract linked to the Option.
5. Options may be exercised in whole or in part
   An Option may, to the extent it has become exercisable, be exercised in whole or in part. If exercised in part, the unexercised part of the Option shall lapse.
6. Procedure for exercise of Options
   An Option shall be exercised by the Option Holder delivering to the Board a duly completed notice of exercise in the form from time to time prescribed by the Board, specifying the number of Plan Shares in respect of which the Option is being exercised, and accompanied by evidence of the termination of the Savings Contract linked to the Option, payment in full for the Plan Shares and, if requested, the Option Certificate. Such payment may be made by the Option Holder or by the bank, building society or other institution with which the Savings Contract was made.
   For the avoidance of doubt, the date of exercise of an Option shall be the date of the receipt of the notice and compliance with the above paragraph.
7. Issue or transfer of Plan Shares
   Subject to any necessary consents and to compliance by the Option Holder with the Rules, the Board shall, as soon as reasonably practicable and in any event not later than 30 days after the exercise date of the Option, issue or transfer to the Option Holder, or procure the issue or transfer to the Option Holder of, the number of Plan Shares specified in the notice of exercise.

1. Amount of repayment under Savings Contract
   For the purpose of Rules 5.4 and 5.6, the repayment received under a Savings Contract shall exclude the repayment of any contribution the due date for payment of which falls after any date on which the Option Holder ceases to be in Relevant Employment.
2. US Taxpayers
   This Rule 5.9 shall apply to US Taxpayers. Notwithstanding anything to the contrary contained in the Plan, no Option may be exercised later than 2.5 calendar months after the end of the Taxable Year in which the Option first becomes exercisable, provided that the Option shall lapse on the earlier of (1) the end of that period or (2) the date it would have lapsed had this rule not applied. The Rules shall be interpreted accordingly. For the purposes of this Rule the following definitions shall apply:

"Taxable Year" the calendar year or, if it would result in a longer period for the exercise of an Option, the 12 month period in respect of which the Option holder's employing company is obliged to pay tax;

"US Tax" taxation under the tax rules of the United States of America;

"US Taxpayer" a person who is subject to US Tax.

6. EXERCISE OF OPTIONS IN SPECIAL CIRCUMSTANCES

1. Death
   Subject to Rules 5.9 and 7.5, and notwithstanding Rules 5.1, 5.2 and 5.3, if an Option Holder dies before the Bonus Date, their personal representatives shall be entitled to exercise their Options at any time during the 12 month period after their death. If not so exercised, the Options shall lapse at the end of the period.
   Notwithstanding Rules 5.2 and 5.3, if an Option Holder dies during the period of 6 months after the Bonus Date, their personal representatives shall be entitled to exercise their Options at any time during the 12 month period after the Bonus Date. If not so exercised, the Options shall lapse at the end of the period.
2. Injury, disability, redundancy, retirement etc
   Subject to Rules 5.9, 6.3, 6.5 and 7.5, notwithstanding Rules 5.1 and 5.3, if an Option Holder ceases to be in Relevant Employment by reason of:
3. 1. injury or disability;
   2. redundancy within the meaning of the Employment Rights Act 1996;
   3. retirement;
   4. their office or employment ceasing to be a Relevant Employment because of a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006; or

1. their office or employment ceasing to be a Relevant Employment because:
2. 1. the company in which they hold office or employment ceases to be an Associated Company of the Company by reason of a change of control as determined in accordance with section 450 and 451 of the Corporation Tax Act 2010; or
   2. it relates to a business or part of a business which is transferred to a person who is not an Associated Company of the Company, where the transfer is not a relevant transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006,

they shall be entitled to exercise their Options at any time during the period of 6 months after the date they cease to be in Relevant Employment except that in the case of cessation of employment by reason of a circumstance within paragraphs (a), (b), or (c) above occurring within the 6 month period after an event to which paragraph 5.b applied they shall be entitled to exercise their Options within the 6 month period after such cessation of employment and if not exercised shall lapse at the end of the period.

1. Office or employment in Group Member
   If, at the relevant Bonus Date, an Option Holder holds an office or employment in a company which is not a Participating Company but which is a Group Member they shall be entitled to exercise their Options at any time during the six month period following the relevant Bonus Date
2. Termination of Savings Contract
   If an Option Holder gives, or is deemed under the terms of their Savings Contract to have given, notice that they intend to cease paying contributions under their Savings Contract, the Option linked to the Savings Contract shall lapse immediately unless the Option has already become exercisable in accordance with the Rules.
3. Meaning of ceasing to be in Relevant Employment
   For the purpose of Rules 5.3, 6.2 and 6.3, an Option Holder shall not be treated as ceasing to be in Relevant Employment until they no longer hold any office or employment with a Group Member.
4. Interaction of Rules
5. 1. Where Rule 5.9 applies, an Option shall lapse on the date provided for under Rule 5.9, notwithstanding any other provision of the Plan.
   2. Subject to paragraph (a) above, where Rule 7.5 applies, an Option shall lapse on the date provided for under Rule 7.5 to the extent it has not already lapsed under any other provision of the Plan;
   3. Subject to paragraphs (a) and (b) above, if an Option has become exercisable under Rule 6.2 and, during the period allowed for the exercise of the Option under Rule 6.2, the Option Holder dies, the period allowed for the exercise of the Option shall be the period allowed by Rule 6.1. Furthermore, if an Option has become exercisable under Rule 6.1 and, during the period allowed for the exercise of the Option under Rule 6.1,